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                                                                  EXHIBIT 10.12

                        COMMON STOCK PURCHASE AGREEMENT

                              DATED MARCH 24, 2000

      BY AND BETWEEN CYTRX CORPORATION AND THE INVESTORS SIGNATORY THERETO


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                        COMMON STOCK PURCHASE AGREEMENT

                                    BETWEEN

                               CYTRX CORPORATION

                                      AND

                         THE INVESTORS SIGNATORY HERETO

         COMMON STOCK PURCHASE AGREEMENT dated as of March 24, 2000 (the
"Agreement"), between the Investors signatory hereto (each an "Investor" and
together the "Investors"), and CytRx Corporation, a corporation organized and
existing under the laws of the State of Delaware (the "Company").

         WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the Investors,
and the Investors shall purchase 800,000 shares of Common Stock (as defined
below) and 330,891 Warrants (as defined below) and upon the Effective Date
shall purchase an additional 429,000 shares of Common Stock or 286,000 shares
of Common Stock and 143,000 Warrants.

         WHEREAS, such investments will be made in reliance upon the provisions
of Section 4(2) ("Section 4(2)") and/or 4(6) of the United States Securities
Act and/or Regulation D ("Regulation D") and the other rules and regulations
promulgated thereunder (the "Securities Act"), and/or upon such other exemption
from the registration requirements of the Securities Act as may be available
with respect to any or all of the investments in securities to be made
hereunder.

         NOW, THEREFORE, the parties hereto agree as follows:


                                   ARTICLE I

                              CERTAIN DEFINITIONS


Section 1.1.      "Bid Price" shall mean the closing bid price (as reported
by Bloomberg L.P.) of Common Stock on the Principal Market on the date in
question.

Section 1.2.      "Capital Shares" shall mean the Common Stock and any shares
of any other class of common stock whether now or hereafter authorized, having
the right to participate in the distribution of earnings and assets of the
Company.

Section 1.3.      "Capital Shares Equivalents" shall mean any securities,
rights, or obligations that are convertible into or exchangeable for or give
any right to subscribe for any Capital Shares of the Company or any warrants,
options or other rights to subscribe for or purchase Capital Shares or any such
convertible or exchangeable securities.


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Section 1.4.      "Closing" shall mean each closing of the purchase and
sale of the Common Stock pursuant to Section 2.1.

Section 1.5.      "Closing Date" shall mean the date on which all conditions to
the applicable Closing have been satisfied (as defined in Section 2.1 (b)
hereto) and such Closing shall have occurred.

Section 1.6.      "Common Stock" shall mean the Company's common stock, $0.001
par value per share.

Section 1.7.      "Damages" shall mean any loss, claim, damage, judgment,
penalty, deficiency, liability, costs and expenses (including, without
limitation, reasonable attorney's fees and disbursements and reasonable costs
and expenses of expert witnesses and investigation).

Section 1.8.      "Effective Date" shall mean the date on which the SEC first
declares effective a Registration Statement registering the resale of the
Registrable Securities as set forth in the Registration Rights Agreement.

Section 1.9.      "Escrow Agent" shall have the meaning set forth in the
Escrow Agreement.

Section 1.10.     "Escrow Agreement" shall mean the Escrow Agreement in
substantially the form of Exhibit A hereto executed and delivered
contemporaneously with this Agreement.

Section 1.11.     "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.

Section 1.12.     "Legend" shall mean the legend set forth in Section 9.1.

Section 1.13.     "Market Price" shall mean seventy-five percent (75%) of the
average of the Bid Prices for the ten (10) Trading Days prior to the Effective
Date.

Section 1.14.     "Material Adverse Effect" shall mean any effect on the
business, operations, properties, prospects or financial condition of the
Company that is material and adverse to the Company and its subsidiaries and
affiliates, taken as a whole, and/or any condition, circumstance, or situation
that would prohibit or otherwise interfere with the ability of the Company to
enter into and perform any of its obligations under this Agreement, the
Registration Rights Agreement, the Escrow Agreement in any material respect.

Section 1.15.     "Outstanding" when used with reference to shares of Common
Stock or Capital Shares (collectively the "Shares"), shall mean, at any date as
of which the number of such Shares is to be determined, all issued and
outstanding Shares, and shall include all such Shares issuable in respect of
outstanding scrip or any certificates representing fractional interests in such
Shares; provided, however, that "Outstanding" shall not mean any such Shares
then directly or indirectly owned or held by or for the account of the Company.

Section 1.16.     "Person" shall mean an individual, a corporation, a
partnership, an association, a trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.


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Section 1.17.     "Principal Market" shall mean the American Stock Exchange,
the New York Stock Exchange, the NASDAQ National, SmallCap Markets or the OTC
Bulletin Board, whichever is at the time the principal trading exchange or
market for the Common Stock, based upon share volume.

Section 1.18.     "Purchase Price" shall mean $2.25 per share of Common Stock
for adjusted for any splits, reverse splits or Common Stock dividends declared
by the Company after the execution hereof.

Section 1.19.     "Registrable Securities" shall mean the Shares and the
Warrant Shares until (i) the Registration Statement has been declared effective
by the SEC, and all Shares and the Warrant Shares have been disposed of
pursuant to the Registration Statement, (ii) all Shares and the Warrant Shares
have been sold under circumstances under which all of the applicable conditions
of Rule 144 (or any similar provision then in force) under the Securities Act
("Rule 144") are met, (iii) all Shares and the Warrant Shares have been
otherwise transferred to holders who may trade such shares without restriction
under the Securities Act, and the Company has delivered a new certificate or
other evidence of ownership for such securities not bearing a restrictive
legend or (iv) such time as, in the opinion of counsel to the Company, all
Shares and the Warrant Shares may be sold without any time, volume or manner
limitations pursuant to Rule 144(k) (or any similar provision then in effect)
under the Securities Act.

Section 1.20.     "Registration Rights Agreement" shall mean the agreement
regarding the filing of the Registration Statement for the resale of the
Registrable Securities, entered into between the Company and the Investors as
of the Closing Date in the form annexed hereto as Exhibit B.

Section 1.21.     "Registration Statement" shall mean a registration statement
on Form S-3 (or on such other form promulgated by the SEC for which the Company
then qualifies and which counsel for the Company shall deem appropriate, and
which form shall be available for the resale by the Investors of the
Registrable Securities to be registered thereunder in accordance with the
provisions of this Agreement, the Registration Rights Agreement and in
accordance with the intended method of distribution of such securities), for
the registration of the resale by the Investors of the Registrable Securities
under the Securities Act.

Section 1.22.     "Regulation D" shall have the meaning set forth in the
recitals of this Agreement.

Section 1.24.     "SEC" shall mean the Securities and Exchange Commission.

Section 1.25.     "Section 4(2)" and "Section 4(6)" shall have the meanings
set forth in the recitals of this Agreement.

Section 1.26.     "Securities Act" shall have the meaning set forth in the
recitals of this Agreement.

Section 1.27.     "SEC Documents" shall mean the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 and each report, proxy
statement or registration statement filed by the Company with the SEC pursuant
to the Exchange Act or the Securities Act since the filing of such Annual
Report through the date hereof.


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Section 1.28.     "Shares" shall mean the shares of Common Stock purchased
pursuant to this Agreement.

Section 1.29.     "Trading Day" shall mean any day during which the Principal
Market shall be open for business.

Section 1.30.     "Warrants" shall mean the Common Stock purchase warrants in
the form of Exhibit C hereto.

Section 1.31.     "Warrant Shares" shall mean the shares of Common Stock
issuable upon exercise of the Warrants.


                                  ARTICLE II

                       PURCHASE AND SALE OF COMMON STOCK


Section 2.1.      Investment.

         (a)      Upon the terms and subject to the conditions set forth
herein, the Company agrees to sell, and the Investors, severally and not
jointly, agree to purchase the Shares as follows:

                  (i)      First Closing. Upon satisfaction by the Company of
                           the Closing conditions set forth in Section 2.1(b),
                           the Investors shall purchase Eight Hundred Thousand
                           (800,000) Shares of Common Stock at the Purchase
                           Price and Three Hundred Thirty Thousand Eight
                           Hundred Ninety One (330,891) Warrants. Upon
                           execution of this Agreement, the Investors shall
                           deliver to the Escrow Agent immediately available
                           funds in their proportionate amount of the Purchase
                           Price as set forth next on the signature pages
                           hereto and the Company shall deliver the Common
                           Stock certificates representing the shares of Common
                           Stock so purchased to the Escrow Agent, to be held
                           by the Escrow Agent pursuant to the Escrow
                           Agreement.

                  (ii)     Second Closing. The Company shall give the Investors
                           written notice of the Effective Date. Within five
                           (5) Trading Days of such notice, the Investors
                           shall, severally and not jointly, advise the Company
                           whether they will purchase their proportionate share
                           of (A) 429,000 Shares of Common Stock at the Market
                           Price or (B) 286,000 Shares of Common Stock at the
                           Purchase Price and 143,000 Warrants. The Investors
                           shall be obligated to purchase additional securities
                           under either (A) or (B) but not both. Within five
                           (5) Trading Days of the Effective Date, the
                           Investors shall purchase such securities as they
                           shall each have elected. The Investors shall deliver
                           to the Escrow Agent immediately available funds in
                           their proportionate amount of the aggregate purchase
                           price, and the


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                           Company shall deliver the Common Stock certificates
                           representing the shares so purchased and the
                           Warrants to the Escrow Agent, to be held by the
                           Escrow Agent pursuant to the Escrow Agreement.

                  (iii)    Each Closing. Upon satisfaction of the conditions
                           set forth in Section 2.1(b), each Closing shall
                           occur at the offices of the Escrow Agent at which
                           the Escrow Agent (x) shall release the Common Stock
                           to the Investors and (y) shall release the purchase
                           price to the Company (after all fees have been paid
                           as set forth in the Escrow Agreement), pursuant to
                           the terms of the Escrow Agreement.

         (b)      Each Closing is subject to the satisfaction or waiver by the
party sought to be benefited thereby of the following conditions:

                  (i)      acceptance and execution by the Company and by the
                           Investors, of this Agreement and all Exhibits
                           hereto;

                  (ii)     delivery into escrow by each Investor of immediately
                           available funds in the amount of the purchase price
                           of the Common Stock as applicable to each Closing
                           and as more fully set forth in the Escrow Agreement;

                  (iii)    all representations and warranties of the Investors
                           contained herein shall remain true and correct as of
                           each Closing Date (as a condition to the Company's
                           obligations);

                  (iv)     all representations and warranties of the Company
                           contained herein shall remain true and correct as of
                           each Closing Date (as a condition to the Investors'
                           obligations);

                  (v)      the Company shall have obtained all permits and
                           qualifications required by any state for the offer
                           and sale of the Common Stock and Warrants or shall
                           have the availability of exemptions therefrom;

                  (vi)     the sale and issuance of the Common Stock and
                           Warrants hereunder shall be legally permitted by all
                           laws and regulations to which the Investors and the
                           Company are subject and there shall be no ruling,
                           judgment or writ of any court prohibiting the
                           transactions contemplated by this Agreement;

                  (vii)    delivery of the applicable original fully executed
                           Common Stock certificates and Warrant certificates
                           to the Escrow Agent;

                  (viii)   as to the first Closing only, delivery to the Escrow
                           Agent of an opinion of Alston & Bird LLP, counsel to
                           the Company, in the form of Exhibit D;

                  (ix)     as to the first Closing, delivery to the Escrow
                           Agent of the Irrevocable Instructions to Transfer
                           Agent in the form attached hereto as Exhibit E; and


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                  (x)      as to the first Closing only, delivery to the Escrow
                           Agent of the Registration Rights Agreement; and

                  (xi)     as to the second Closing only, the Registration
                           Statement shall have been declared effective, there
                           shall have been no Material Adverse Effect with
                           respect to the Company since the date of the first
                           Closing, the Common Stock shall continue to be
                           listed on the Nasdaq National or SmallCap Market and
                           the average daily trading volume of the Common Stock
                           on the Principal Market for the ten (10) consecutive
                           Trading Days ending on the Effective Date shall have
                           been at least 300,000.

Section 2.2.      Liquidated Damages. The parties hereto acknowledge and agree
that the sums payable pursuant to the Registration Rights Agreement shall
constitute liquidated damages and not penalties. The parties further
acknowledge that (a) the amount of loss or damages likely to be incurred is
incapable or is difficult to precisely estimate, (b) the amounts specified in
such Sections bear a reasonable proportion and are not plainly or grossly
disproportionate to the probable loss likely to be incurred by the Investors in
connection with the failure by the Company to timely cause the registration of
the Registrable Securities and (c) the parties are sophisticated business
parties and have been represented by sophisticated and able legal and financial
counsel and negotiated this Agreement at arm's length.


                                  ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF INVESTOR


Each Investor, severally and not jointly, represents and warrants to the
Company that:

Section 3.1.      Restricted Securities; Intent.

                  (a)      The Investor acknowledges that the shares of Common
Stock and the Warrants and Warrant Shares delivered hereunder will not be
registered under the Securities Act, or any state securities act and the resale
of such securities will therefore be subject to certain restrictions. Investors
further acknowledge that the Company's reliance upon exemptions under the
Securities Act and under any state's blue sky laws is based in part upon
Investor's representations, warranties and agreements contained in this
Agreement.

                  (b)      The Investor is entering into this Agreement for its
own account and not with a view to or for sale in connection with any
distribution of the Common Stock, the Warrants or the Warrant Shares. The
Investor has no present arrangement (whether or not legally binding) at any
time to sell the securities to or through any person or entity; provided,
however, that by making the representations herein, the Investor does not agree
to hold such securities for any minimum or other specific term and reserves the
right to dispose of the securities at any time in accordance with federal and
state securities laws applicable to such disposition.

Section 3.2.      Sophisticated Investor. The Investor is a sophisticated
investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited
investor (as defined in Rule 501 of Regulation D), and Investor has such
experience in business and financial matters that it has the


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capacity to protect its own interests in connection with this transaction and
is capable of evaluating the merits and risks of an investment in the
securities. The Investor acknowledges that an investment in the securities is
speculative and involves a high degree of risk.

Section 3.3.      Authority. This Agreement and each agreement attached as an
Exhibit hereto which is required to be executed by Investor has been duly
authorized and validly executed and delivered by the Investor and is a valid
and binding agreement of the Investor enforceable against it in accordance with
its terms, subject to applicable bankruptcy, insolvency, or similar laws
relating to, or affecting generally the enforcement of, creditors' rights and
remedies or by other equitable principles of general application.

Section 3.4.      Not an  Affiliate.  The  Investor is not an officer,
director or "affiliate" (as that term is defined in Rule 405 of the Securities
Act) of the Company.

Section 3.5.      Absence of Conflicts. The execution and delivery of this
Agreement and each agreement which is attached as an Exhibit hereto and
executed by the Investor in connection herewith, and the consummation of the
transactions contemplated hereby and thereby, and compliance with the
requirements hereof and thereof by the Investor, will not violate any law,
rule, regulation, order, writ, judgment, injunction, decree or award binding on
Investor or (a) violate any provision of any indenture, instrument or agreement
to which Investor is a party or is subject, or by which Investor or any of its
assets is bound; (b) conflict with or constitute a material default thereunder;
(c) result in the creation or imposition of any lien pursuant to the terms of
any such indenture, instrument or agreement, or constitute a breach of any
fiduciary duty owed by Investor to any third party; or (d) require the approval
of any third-party (which has not been obtained) pursuant to any material
contract, agreement, instrument, relationship or legal obligation to which
Investor is subject or to which any of its assets, operations or management may
be subject.

Section 3.6.      Disclosure; Access to Information. The Investor has received
all documents, records, books and other publicly available information
pertaining to Investor's investment in the Company that have been requested by
the Investor. The Company is subject to the periodic reporting requirements of
the Exchange Act, and the Investor has reviewed copies of all SEC Documents
deemed relevant by Investor.

Section 3.7.      Manner of Sale. At no time was Investor presented with or
solicited by or through any leaflet, public promotional meeting, television
advertisement or any other form of general solicitation or advertising.


                                  ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY


The Company represents and warrants to the Investors that, except as set forth
in the SEC Documents or the Disclosure Schedule prepared by the Company and
attached hereto:

Section 4.1.      Organization of the Company. The Company is a corporation
duly incorporated and existing in good standing under the laws of the State of
Delaware and has all requisite corporate authority to own its properties and to
carry on its business as now being conducted.


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The Company does not have any subsidiaries and does not own more that fifty
percent (50%) of or control any other business entity except as set forth in
the SEC Documents. The Company is duly qualified and is in good standing as a
foreign corporation to do business in every jurisdiction in which the nature of
the business conducted or property owned by it makes such qualification
necessary, other than those in which the failure so to qualify would not have a
Material Adverse Effect.

Section 4.2.      Authority. (i) The Company has the requisite corporate power
and corporate authority to enter into and perform its obligations under this
Agreement, the Registration Rights Agreement, the Escrow Agreement and to issue
the Shares and the Warrants pursuant to their respective terms, (ii) the
execution, issuance and delivery of this Agreement, the Registration Rights
Agreement, the Escrow Agreement, the Common Stock certificates and the Warrants
by the Company and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary corporate action and no
further consent or authorization of the Company or its Board of Directors or
stockholders is required, and (iii) this Agreement, the Registration Rights
Agreement, the Escrow Agreement, the Common Stock certificates representing the
Shares and the Warrants have been duly executed and delivered by the Company
and at each Closing shall constitute valid and binding obligations of the
Company enforceable against the Company in accordance with their terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws relating to, or affecting generally the enforcement of, creditors'
rights and remedies or by other equitable principles of general application.

Section 4.3.      Capitalization. As of March 24, 2000, the authorized capital
stock of the Company consists of 18,750,000 shares of Common Stock, $0.001 par
value per share, of which 8,780,050 shares are issued and outstanding, 1,000
shares of preferred stock, $0.01 par value, of which none are issued or
outstanding. Except for (i) outstanding options and warrants as set forth in
the SEC Documents, and (ii) as set forth in the Disclosure Schedule, there are
no outstanding Capital Shares Equivalents nor any agreements or understandings
pursuant to which any Capital Shares Equivalents may become outstanding. The
Company is not a party to any agreement granting registration or anti-dilution
rights to any person with respect to any of its equity or debt securities. All
of the outstanding shares of Common Stock of the Company have been duly and
validly authorized and issued and are fully paid and non-assessable.

Section 4.4.      Common Stock The Company has registered its Common Stock
pursuant to Section 12(b) or (g) of the Exchange Act and is in full compliance
with all reporting requirements of the Exchange Act, and the Company is in
compliance with all requirements for the continued listing or quotation of its
Common Stock, and such Common Stock is currently listed or quoted on, the
Principal Market. As of the date hereof, the Principal Market is the NASDAQ
National Market and the Company has not received any notice regarding, and to
its knowledge there is no threat, of the termination or discontinuance of the
eligibility of the Common Stock for such listing.

Section 4.5.      SEC Documents. The Company has made available to the
Investors true and complete copies of the SEC Documents. The Company has not
provided to the Investors any information that, according to applicable law,
rule or regulation, should have been disclosed publicly prior to the date
hereof by the Company, but which has not been so disclosed. As of


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their respective dates, the SEC Documents complied in all material respects
with the requirements of the Exchange Act, and rules and regulations of the SEC
promulgated thereunder and the SEC Documents did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Documents complied in all
material respects with applicable accounting requirements and the published
rules and regulations of the SEC or other applicable rules and regulations with
respect thereto at the time of such inclusion. Such financial statements have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto or (ii)
in the case of unaudited interim statements, to the extent they exclude
footnotes or may be condensed or summary statements) and fairly present in all
material respects the financial position of the Company as of the dates thereof
and the results of operations and cash flows for the periods then ended
(subject, in the case of unaudited interim statements, to normal year-end audit
adjustments). Neither the Company nor any of its subsidiaries has any material
indebtedness, obligations or liabilities of any kind (whether accrued,
absolute, contingent or otherwise, and whether due or to become due) that would
have been required to be reflected in, reserved against or otherwise described
in the financial statements or in the notes thereto in accordance with GAAP,
which was not fully reflected in, reserved against or otherwise described in
the financial statements or the notes thereto included in the SEC Documents or
was not incurred in the ordinary course of business consistent with the
Company's past practices since the last date of such financial statements.

Section 4.6.      Exemption from Registration; Valid Issuances. Subject to the
accuracy of the Investors' representations in Article III, the sale of the
Shares and the Warrants will not require registration under the Securities Act
and/or any applicable state securities law. Neither the sales of the Shares nor
the Company's performance of its obligations under this Agreement, the
Registration Rights Agreement, the Escrow Agreement or the Warrants will (i)
result in the creation or imposition by the Company of any liens, charges,
claims or other encumbrances upon the Shares or, except as contemplated herein,
any of the assets of the Company, or (ii) entitle the holders of Outstanding
Capital Shares to preemptive or other rights to subscribe for or acquire the
Capital Shares or other securities of the Company. The Shares shall not subject
the Investors to personal liability to the Company or its creditors by reason
of the possession thereof.

Section 4.7.      No General Solicitation or Advertising in Regard to this
Transaction. Neither the Company nor any of its affiliates nor, to the
knowledge of the Company, any person acting on its or their behalf (i) has
conducted or will conduct any general solicitation (as that term is used in
Rule 502(c) of Regulation D) or general advertising with respect to the sale of
the Shares or the Warrants, or (ii) made any offers or sales of any security or
solicited any offers to buy any security under any circumstances that would
require registration of the Shares or the Warrants under the Securities Act.

Section 4.8.      No Conflicts. The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby, including without limitation the issuance of
the Shares and the Warrants, do not and will not (i) result in a violation of
the Company's Certificate of Incorporation or By-Laws or (ii) conflict


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with, or constitute a material default (or an event that with notice or lapse
of time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any material
agreement, indenture or instrument, or any "lock-up" or similar provision of
any underwriting or similar agreement to which the Company is a party, or (iii)
result in a violation of any federal, state or local law, rule, regulation,
order, judgment or decree (including federal and state securities laws and
regulations) applicable to the Company or by which any material property or
asset of the Company is bound or affected, nor is the Company otherwise in
violation of, conflict with or default under any of the foregoing (except in
each case for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not have, individually or
in the aggregate, a Material Adverse Effect). The business of the Company is
not being conducted in violation of any law, ordinance or regulation of any
governmental entity, except for possible violations that either singly or in
the aggregate would not have a Material Adverse Effect. The Company is not
required under any Federal, state or local law, rule or regulation to obtain
any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency in order for it to execute, deliver or
perform any of its obligations under this Agreement or issue and sell the
Shares in accordance with the terms hereof (other than any SEC or state
securities filings that may be required to be made by the Company subsequent to
each Closing, any registration statement that may be filed pursuant hereto);
provided that, for purposes of the representation made in this sentence, the
Company is assuming and relying upon the accuracy of the relevant
representations and agreements of the Investors herein.

Section 4.9.      No Material  Adverse Change.  Since  September 30, 1999, no
Material Adverse Effect has occurred or exists with respect to the Company.

Section 4.10.     No Undisclosed Events or Circumstances. Since September 30,
1999, no event or circumstance has occurred or exists with respect to the
Company or its businesses, properties, prospects, operations or financial
condition, that, under applicable law, rule or regulation, requires public
disclosure or announcement prior to the date hereof by the Company but which
has not been so publicly announced or disclosed in the SEC Documents.

Section 4.11.     No Integrated Offering. Other than pursuant to an effective
registration statement under the Securities Act, or pursuant to the issuance or
exercise of employee stock options, or pursuant to its discussion with the
Investors in connection with the transactions contemplated hereby, the Company
has not issued, offered or sold its Common Stock, or any securities convertible
into or exchangeable or exercisable for Common Stock within the six-month
period next preceding the date hereof, and the Company shall not permit any of
its directors, officers or affiliates directly or indirectly to take, any
action (including, without limitation, any offering or sale to any Person of
the Shares and Warrants), so as to make unavailable the exemption from
Securities Act registration being relied upon by the Company for the offer and
sale to Investors of the Shares and Warrants as contemplated by this Agreement.

Section 4.12.     Litigation and Other Proceedings. There are no lawsuits or
proceedings pending or, to the knowledge of the Company, threatened, against
the Company or any subsidiary, nor has the Company received any written or oral
notice of any such action, suit, proceeding or investigation, which could
reasonably be expected to have a Material Adverse Effect. No judgment, order,
writ, injunction or decree or award has been issued by or, to the knowledge of


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the Company, requested of any court, arbitrator or governmental agency which
could result in a Material Adverse Effect.

Section 4.13.     No Misleading or Untrue Communication. The Company and, to
the knowledge of the Company, any person representing the Company, or any other
person selling or offering to sell the Shares and Warrants in connection with
the transaction contemplated by this Agreement, have not made, at any time, any
oral communication in connection with the offer or sale of the same which
contained any untrue statement of a material fact or omitted to state any
material fact necessary in order to make the statements, in the light of the
circumstances under which they were made, not misleading.

Section 4.14.     Material Non-Public Information. The Company has not
disclosed to the Investors any material non-public information that (i) if
disclosed, would reasonably be expected to have a material effect on the price
of the Common Stock or (ii) according to applicable law, rule or regulation,
should have been disclosed publicly by the Company prior to the date hereof but
which has not been so disclosed.

Section 4.15.     Insurance. The Company and each subsidiary maintains
property and casualty, general liability, workers' compensation, environmental
hazard, personal injury and other similar types of insurance with financially
sound and reputable insurers that is adequate, consistent with industry
standards and the Company's historical claims experience. The Company has not
received notice from, and has no knowledge of any threat by, any insurer (that
has issued any insurance policy to the Company) that such insurer intends to
deny coverage under or cancel, discontinue or not renew any insurance policy
presently in force.

Section 4.16.     Tax Matters.

         (a)      The Company and each subsidiary has filed all Tax Returns
which it is required to file under applicable laws; all such Tax Returns are
true and accurate in all material respects and has been prepared in compliance
with all applicable laws in all material respects; the Company has paid all
Taxes due and owing by it or any subsidiary (whether or not such Taxes are
required to be shown on a Tax Return) and have withheld and paid over to the
appropriate taxing authorities all Taxes which it is required to withhold from
amounts paid or owing to any employee, stockholder, creditor or other third
parties; and since December 31, 1998, the charges, accruals and reserves for
Taxes with respect to the Company (including any provisions for deferred income
taxes) reflected on the books of the Company are to the knowledge of the
Company adequate to cover any Tax liabilities of the Company if its current tax
year were treated as ending on the date hereof.

         (b)      To the knowledge of the Company, no claim has been made by a
taxing authority in a jurisdiction where the Company does not file tax returns
that the Company or any subsidiary is or may be subject to taxation by that
jurisdiction. There are no foreign, federal, state or local tax audits or
administrative or judicial proceedings pending or being conducted with respect
to the Company or any subsidiary; no information related to Tax matters has
been requested by any foreign, federal, state or local taxing authority; and,
except as disclosed above, no written notice indicating an intent to open an
audit or other review has been received by the Company or any subsidiary from
any foreign, federal, state or local taxing authority. There are no material


                                      11
<PAGE>   13


unresolved questions or claims concerning the Company's Tax liability. The
Company (A) has not executed or entered into a closing agreement pursuant to
ss. 7121 of the Internal Revenue Code or any predecessor provision thereof or
any similar provision of state, local or foreign law; or (B) has not agreed to
or is required to make any adjustments pursuant to ss. 481 (a) of the Internal
Revenue Code or any similar provision of state, local or foreign law by reason
of a change in accounting method initiated by the Company or any of its
subsidiaries or has any knowledge that the IRS has proposed any such adjustment
or change in accounting method, or has any application pending with any taxing
authority requesting permission for any changes in accounting methods that
relate to the business or operations of the Company. The Company has not been a
United States real property holding corporation within the meaning of ss.
897(c)(2) of the Internal Revenue Code during the applicable period specified
in ss. 897(c)(1)(A)(ii) of the Internal Revenue Code.

         (c)      The Company has not made an election under ss. 341(f) of the
Internal Revenue Code. The Company is not liable for the Taxes of another
person that is not a subsidiary of the Company (A) under Treas. Reg. ss.
1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a
transferee or successor, (C) by contract or indemnity or (D) otherwise. The
Company is not a party to any tax sharing agreement. The Company has not made
any payments, is obligated to make payments or is a party to an agreement that
could obligate it to make any payments that would not be deductible under ss.
280G of the Internal Revenue Code.

         (d)      For purposes of this Section 4.16:

                           "IRS" means the United States Internal Revenue
                           Service.

                           "Tax" or "Taxes" means federal, state, county,
                           local, foreign, or other income, gross receipts, ad
                           valorem, franchise, profits, sales or use, transfer,
                           registration, excise, utility, environmental,
                           communications, real or personal property, capital
                           stock, license, payroll, wage or other withholding,
                           employment, social security, severance, stamp,
                           occupation, alternative or add-on minimum, estimated
                           and other taxes of any kind whatsoever (including,
                           without limitation, deficiencies, penalties,
                           additions to tax, and interest attributable thereto)
                           whether disputed or not.

                           "Tax Return" means any return, information report or
                           filing with respect to Taxes, including any
                           schedules attached thereto and including any
                           amendment thereof.

Section 4.17.     Property. Neither the Company nor any of its subsidiaries
owns any real property. Each of the Company and its subsidiaries has good and
marketable title to all personal property owned by it, free and clear of all
liens, encumbrances and defects except such as do not materially affect the
value of such property and do not materially interfere with the use made and
proposed to be made of such property by the Company; and to the Company's
knowledge any real property, mineral or water rights, and buildings held under
lease by the Company as tenant are held by it under valid, subsisting and
enforceable leases with such exceptions as are not material and do not
interfere with the use made and intended to be made of such property, mineral
or water rights, and buildings by the Company.


                                      12
<PAGE>   14


Section 4.18.     Intellectual Property. Each of the Company and its
subsidiaries owns or possesses adequate and enforceable rights to use all
patents, patent applications, trademarks, trademark applications, trade names,
service marks, copyrights, copyright applications, licenses, know-how
(including trade secrets and other unpatented and/or unpatentable proprietary
or confidential information, systems or procedures) and other similar rights
and proprietary knowledge (collectively, "Intangibles") necessary for the
conduct of its business as now being conducted. To the Company's knowledge,
neither the Company nor any of its subsidiaries is infringing upon or in
conflict with any right of any other person with respect to any Intangibles. To
the knowledge of the Company, no adverse claims have been asserted by any
person to the ownership or use of any Intangibles and the Company has no
knowledge of any basis for such claim.

Section 4.19.     Regulatory Compliance. The Company has all necessary FDA and
European Union permits and licenses and has made all filings to such regulatory
bodies to conduct its business as it is now being conducted, and is not in
material violation of any thereof.

Section 4.20.     Internal Controls and Procedures. The Company maintains books
and records and internal accounting controls which provide reasonable assurance
that (i) all transactions to which the Company or any subsidiary is a party or
by which its properties are bound are executed with management's authorization;
(ii) the recorded accounting of the Company's consolidated assets is compared
with existing assets at regular intervals; (iii) access to the Company's
consolidated assets is permitted only in accordance with management's
authorization; and (iv) all transactions to which the Company or any subsidiary
is a party or by which its properties are bound are recorded as necessary to
permit preparation of the financial statements of the Company in accordance
with U.S. generally accepted accounting principles.

Section 4.21.     Payments and Contributions. Neither the Company, any
subsidiary, nor any of its directors, officers or, to its knowledge, other
employees has (i) used any Company funds for any unlawful contribution,
endorsement, gift, entertainment or other unlawful expense relating to
political activity; (ii) made any direct or indirect unlawful payment of
Company funds to any foreign or domestic government official or employee; (iii)
violated or is in violation of any provision of the Foreign Corrupt Practices
Act of 1977, as amended; or (iv) made any bribe, rebate, payoff, influence
payment, kickback or other similar payment to any person with respect to
Company matters.

Section 4.22.     No Misrepresentation. The representations and warranties of
the Company contained in this Agreement, any schedule, annex or exhibit hereto
and any agreement, instrument or certificate furnished by the Company to the
Investors pursuant to this Agreement, do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.


                                   ARTICLE V

                           COVENANTS OF THE INVESTORS


                                      13
<PAGE>   15


         Each Investor, severally and not jointly, covenants with the Company
that:

Section 5.1.      Compliance with Law. The Investor's trading activities with
respect to shares of the Company's Common Stock will be in compliance with all
applicable state and federal securities laws, rules and regulations and rules
and regulations of the Principal Market on which the Company's Common Stock is
listed. If so required by the Company, the transfer of the Shares by the
Investor at any time prior to the Effective Date may be conditioned upon the
receipt by the Company of an opinion of competent counsel to the effect that
the proposed transfer will not result in any violation of the Securities Act or
the applicable securities laws of any other United States jurisdiction.


                                  ARTICLE VI

                            COVENANTS OF THE COMPANY


Section 6.1.      Registration Rights. The Company shall cause the Registration
Rights Agreement to remain in full force and effect and the Company shall
comply in all material respects with the terms thereof and shall use best
efforts to timely prepare and file the Registration Statement.

Section 6.2.      Reservation of Common Stock. As of the date hereof, the
Company has reserved and the Company shall continue to reserve and keep
available at all times, free of preemptive rights, shares of Common Stock for
the purpose of enabling the Company to issue the Shares at the second Closing
and to honor exercises of the Warrants.

Section 6.3.      Listing of Common Stock. The Company hereby agrees to
maintain the listing of the Common Stock on a Principal Market, and as soon as
reasonably practicable following the Closing to list the Shares on the
Principal Market. The Company further agrees, if the Company applies to have
the Common Stock traded on any other Principal Market, it will include in such
application the Shares. The Company will take all action to continue the
listing and trading of its Common Stock on a Principal Market and will comply
in all respects with the Company's reporting, filing and other obligations
under the bylaws or rules of the Principal Market and shall provide Investors
with copies of any correspondence to or from such Principal Market which
questions or threatens delisting of the Common Stock, within three (3) Trading
Days of the Company's receipt thereof, until the Investors have disposed of all
of their Registrable Securities.

Section 6.4.      Exchange Act Registration. The Company will cause its Common
Stock to continue to be registered under Section 12(b) or (g) of the Exchange
Act, will use its best efforts to comply in all respects with its reporting and
filing obligations under the Exchange Act, and will not take any action or file
any document (whether or not permitted by the Exchange Act or the rules
thereunder) to terminate or suspend such registration or to terminate or
suspend its reporting and filing obligations under said Act until the Investors
have disposed of all of their Registrable Securities.

Section 6.5.      Legends. The certificates evidencing the Registrable
Securities shall be free of legends, except as set forth in Article IX.


                                      14
<PAGE>   16


Section 6.6.      Corporate Existence; Conflicting Agreements. The Company will
take all steps necessary to preserve and continue the corporate existence of
the Company. The Company shall not enter into any agreement, the terms of which
agreement would restrict or impair the right or ability of the Company to
perform any of its obligations under this Agreement or any of the other
agreements attached as exhibits hereto.

Section 6.7.      Consolidation; Merger. The Company shall not, at any time
after the date hereof, effect any merger or consolidation of the Company with
or into, or a transfer of all or substantially all of the assets of the Company
to, another entity (a "Consolidation Event") unless the resulting successor or
acquiring entity (if not the Company) assumes by written instrument or by
operation of law the obligation to deliver to the Investors such shares of
stock and/or securities as the Investors are entitled to receive pursuant to
this Agreement.

Section 6.8.      Issuance of Common Stock. The sale of the Shares shall be
made in accordance with the provisions and requirements of Section 4(2), 4(6)
or Regulation D and any applicable state securities law. The Company shall make
any necessary SEC and "blue sky" filings required to be made by the Company in
connection with the sale of the Securities to the Investors as required by all
applicable laws, and shall provide a copy thereof to the Investors promptly
after such filing.

Section 6.9.      Limitation on Future Financing. The Company agrees that it
will not enter into any sale of its securities for cash at a discount to its
then current Market Price until the earlier of (A) sixty (60) days after the
effective date of the Registration Statement or (B) the date on which the
Investors have in the aggregate disposed of more than 50% of the Shares
purchased at both Closings, except for any sales (i) pursuant to any placement
arranged through Ladenburg Thalmann & Co. Inc., (ii) pursuant to any presently
existing employee benefit plan which plan has been approved by the Company's
stockholders, (iii) pursuant to any compensatory plan for a full-time employee
or key consultant, or (iv) with the prior approval of a majority in interest of
the Investors, which will not be unreasonably withheld, in connection with a
strategic partnership or other business transaction, the principal purpose of
which is not simply to raise money.


                                  ARTICLE VII

                           SURVIVAL; INDEMNIFICATION


Section 7.1.      Survival. The representations, warranties and covenants made
by each of the Company and each Investor in this Agreement, the annexes,
schedules and exhibits hereto and in each instrument, agreement and certificate
entered into and delivered by them pursuant to this Agreement, shall survive
each Closing and the consummation of the transactions contemplated hereby. In
the event of a breach or violation of any of such representations, warranties
or covenants, the party to whom such representations, warranties or covenants
have been made shall have all rights and remedies for such breach or violation
available to it under the provisions of this Agreement, irrespective of any
investigation made by or on behalf of such party on or prior to the first
Closing Date.


                                      15
<PAGE>   17


Section 7.2.      Indemnity. (a) The Company hereby agrees to indemnify and
hold harmless the Investors, their respective Affiliates and their respective
officers, directors, partners and members (collectively, the "Investor
Indemnitees"), from and against any and all Damages, and agrees to reimburse
the Investor Indemnitees for all reasonable out-of-pocket expenses (including
the reasonable fees and expenses of legal counsel), in each case promptly as
incurred by the Investor Indemnitees and to the extent arising out of or in
connection with:

                  (i)      any misrepresentation, omission of fact or breach of
         any of the Company's representations or warranties contained in this
         Agreement, the annexes, schedules or exhibits hereto or any
         instrument, agreement or certificate entered into or delivered by the
         Company pursuant to this Agreement; or

                  (ii)     any failure by the Company to perform in any
         material respect any of its covenants, agreements, undertakings or
         obligations set forth in this Agreement, the annexes, schedules or
         exhibits hereto or any instrument, agreement or certificate entered
         into or delivered by the Company pursuant to this Agreement; or

                  (iii)    any action instituted against the Investors, or any
         of them, by any stockholder of the Company who is not an Affiliate of
         an Investor, with respect to any of the transactions contemplated by
         this Agreement.

         (b)      Each Investor, severally and not jointly, hereby agrees to
indemnify and hold harmless the Company, its Affiliates and their respective
officers, directors, partners and members (collectively, the "Company
Indemnitees"), from and against any and all Damages, and agrees to reimburse
the Company Indemnitees for reasonable all out-of-pocket expenses (including
the reasonable fees and expenses of legal counsel), in each case promptly as
incurred by the Company Indemnitees and to the extent arising out of or in
connection with any misrepresentation, omission of fact, or breach of any of
the Investor's representations or warranties contained in this Agreement, the
annexes, schedules or exhibits hereto or any instrument, agreement or
certificate entered into or delivered by the Investor pursuant to this
Agreement or (ii) any failure by the Investor to perform in any material
respect any of its covenants, agreements, undertakings or obligations set forth
in this Agreement, the annexes, schedules or exhibits hereto or any instrument,
agreement or certificate entered into or delivered by the Investor pursuant to
this Agreement. Notwithstanding anything to the contrary herein, the Investor
shall be liable under this Section 7.2(b) for only that amount as does not
exceed the net proceeds to such Investor as a result of the sale of Registrable
Securities pursuant to the Registration Statement.

Section 7.3.      Notice. Promptly after receipt by either party hereto seeking
indemnification pursuant to Section 7.2 (an "Indemnified Party") of written
notice of any investigation, claim, proceeding or other action in respect of
which indemnification is being sought (each, a "Claim"), the Indemnified Party
promptly shall notify the party from whom indemnification pursuant to Section
7.2 is being sought (the "Indemnifying Party") of the commencement thereof; but
the omission to so notify the Indemnifying Party shall not relieve it from any
liability that it otherwise may have to the Indemnified Party, except to the
extent that the Indemnifying Party is actually prejudiced by such omission or
delay. In connection with any Claim as to which both


                                      16
<PAGE>   18


the Indemnifying Party and the Indemnified Party are parties, the Indemnifying
Party shall be entitled to assume the defense thereof. Notwithstanding the
assumption of the defense of any Claim by the Indemnifying Party, the
Indemnified Party shall have the right to employ separate legal counsel and to
participate in the defense of such Claim, and the Indemnifying Party shall bear
the reasonable fees, out-of-pocket costs and expenses of such separate legal
counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party
shall have agreed to pay such fees, out-of-pocket costs and expenses, (y) the
Indemnified Party reasonably shall have concluded that representation of the
Indemnified Party and the Indemnifying Party by the same legal counsel would
not be appropriate due to actual or, as reasonably determined by legal counsel
to the Indemnified Party, potentially differing interests between such parties
in the conduct of the defense of such Claim, or if there may be legal defenses
available to the Indemnified Party that are in addition to or disparate from
those available to the Indemnifying Party, or (z) the Indemnifying Party shall
have failed to employ legal counsel reasonably satisfactory to the Indemnified
Party within a reasonable period of time after notice of the commencement of
such Claim. If the Indemnified Party employs separate legal counsel in
circumstances other than as described in clauses (x), (y) or (z) above, the
fees, costs and expenses of such legal counsel shall be borne exclusively by
the Indemnified Party. Except as provided above, the Indemnifying Party shall
not, in connection with any Claim in the same jurisdiction, be liable for the
fees and expenses of more than one firm of legal counsel for the Indemnified
Party (together with appropriate local counsel). Neither the Indemnifying Party
nor the Indemnified Party shall, without the prior written consent of the
Indemnified Party or the Indemnifying Party, as applicable (which consent shall
not unreasonably be withheld), settle or compromise any Claim or consent to the
entry of any judgment that does not include an unconditional release of the
Indemnified Party or the Indemnifying Party, as applicable, from all
liabilities with respect to such Claim or judgment.

                  All fees and expenses of the Indemnified Party (including
reasonable costs of defense and investigation in a manner not inconsistent with
this Section and all reasonable attorneys' fees and expenses) shall be paid to
the Indemnified Party, as incurred, within ten (10) Trading Days of written
notice thereof to the Indemnifying Party (regardless of whether it is
ultimately determined that an indemnified party is not entitled to
indemnification hereunder; provided, that the Indemnifying Party may require
such Indemnified Party to undertake to reimburse all such fees and expenses to
the extent it is finally judicially determined that such Indemnified Party is
not entitled to indemnification hereunder).

Section 7.4.      Direct Claims. In the event one party hereunder should have a
claim for indemnification that does not involve a claim or demand being
asserted by a third party, the Indemnified Party promptly shall deliver notice
of such claim to the Indemnifying Party. If the Indemnified Party disputes the
claim, such dispute shall be resolved by mutual agreement of the Indemnified
Party and the Indemnifying Party or by binding arbitration conducted in
accordance with the procedures and rules of the American Arbitration
Association as set forth in Article X. Judgment upon any award rendered by any
arbitrators may be entered in any court having competent jurisdiction thereof.


                                 ARTICLE VIII


                                      17
<PAGE>   19


        DUE DILIGENCE REVIEW; NON-DISCLOSURE OF NON-PUBLIC INFORMATION.


Section 8.1.      Due Diligence Review. Subject to Section 8.2, the Company
shall make available for inspection and review by the Investors, advisors to
and representatives of the Investors (who may or may not be affiliated with the
Investors and who are reasonably acceptable to the Company), any underwriter
participating in any disposition of the Registrable Securities on behalf of the
Investors pursuant to the Registration Statement, any such registration
statement or amendment or supplement thereto or any blue sky, Nasdaq or other
filing, all SEC Documents and other filings with the SEC, and all other
publicly available corporate documents and properties of the Company as may be
reasonably necessary for the purpose of such review, and cause the Company's
officers, directors and employees to supply all such publicly available
information reasonably requested by the Investors or any such representative,
advisor or underwriter in connection with such Registration Statement
(including, without limitation, in response to all questions and other
inquiries reasonably made or submitted by any of them), prior to and from time
to time after the filing and effectiveness of the Registration Statement for
the sole purpose of enabling the Investors and such representatives, advisors
and underwriters and their respective accountants and attorneys to conduct
initial and ongoing due diligence with respect to the Company and the accuracy
of the Registration Statement.

Section 8.2.      Non-Disclosure of Non-Public Information.

         (a)      The Company shall not disclose material non-public
information to the Investors, advisors to or representatives of the Investors
unless prior to disclosure of such information the Company identifies such
information as being non-public information and provides the Investors, such
advisors and representatives with the opportunity to accept or refuse to accept
such non-public information for review. Other than disclosure of any comment
letters received from the SEC staff with respect to the Registration Statement,
the Company may, as a condition to disclosing any non-public information
hereunder, require the Investors' advisors and representatives to enter into a
confidentiality agreement in form and content reasonably satisfactory to the
Company and the Investors.

         (b)      Nothing herein shall require the Company to disclose material
non-public information to the Investors or their advisors or representatives,
and the Company represents that it does not disseminate material non-public
information to any Investors who purchase stock in the Company in a public
offering, to money managers or to securities analysts, provided, however, that
notwithstanding anything herein to the contrary, the Company will, as
hereinabove provided, promptly notify the advisors and representatives of the
Investors and, if any, underwriters, of any event or the existence of any
circumstance (without any obligation to disclose the specific event or
circumstance) of which it becomes aware, constituting material non-public
information (whether or not requested of the Company specifically or generally
during the course of due diligence by such persons or entities), which, if not
disclosed in the prospectus included in the Registration Statement would cause
such prospectus to include a material misstatement or to omit a material fact
required to be stated therein in order to make the statements, therein in light
of the circumstances in which they were made, not misleading. Nothing contained
in this Section 8.2 shall be construed to mean that such persons or entities
other than the Investors (without the written consent of the Investors prior to
disclosure of such


                                      18
<PAGE>   20


information as set forth in Section 8.2(a)) may not obtain non-public
information in the course of conducting due diligence in accordance with the
terms of this Agreement and nothing herein shall prevent any such persons or
entities from notifying the Company of their opinion that based on such due
diligence by such persons or entities, that the Registration Statement contains
an untrue statement of a material fact or omits a material fact required to be
stated in the Registration Statement or necessary to make the statements
contained therein, in light of the circumstances in which they were made, not
misleading.


                                  ARTICLE IX

                      LEGENDS; TRANSFER AGENT INSTRUCTIONS


Section 9.1.      Legends. Unless otherwise provided below, each certificate
representing Registrable Securities will bear the following legend or
equivalent (the "Legend"):

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER
APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED
OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM SUCH REGISTRATION.

Section 9.2.      Transfer Agent Instructions. Upon the execution and delivery
hereof, the Company is issuing to the transfer agent for its Common Stock (and
to any substitute or replacement transfer agent for its Common Stock upon the
Company's appointment of any such substitute or replacement transfer agent)
instructions substantially in the form of Exhibit E hereto. Such instructions
shall be irrevocable by the Company from and after the date hereof or from and
after the issuance thereof to any such substitute or replacement transfer
agent, as the case may be.

Section 9.3.      No Other Legend or Stock Transfer Restrictions. No legend
other than the one specified in Section 9.1 has been or shall be placed on the
share certificates representing the Registrable Securities and no instructions
or "stop transfer orders," "stock transfer restrictions," or other restrictions
have been or shall be given to the Company's transfer agent with respect
thereto other than as expressly set forth in this Article IX.

Section 9.4.      Investors' Compliance. Nothing in this Article shall affect
in any way each Investor's obligations to comply with all applicable securities
laws upon resale of the Common Stock.


                                      19
<PAGE>   21


                                   ARTICLE X

                           CHOICE OF LAW; ARBITRATION


Section 10.1.     Governing Law/Arbitration. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York
applicable to contracts made in New York by persons domiciled in New York City
and without regard to its principles of conflicts of laws. Any dispute under
this Agreement shall be submitted to arbitration under the American Arbitration
Association (the "AAA") in New York City, New York, and shall be finally and
conclusively determined by the decision of a board of arbitration consisting of
three (3) members (hereinafter referred to as the "Board of Arbitration")
selected according to the rules governing the AAA. The Board of Arbitration
shall meet on consecutive business days in New York City, New York, and shall
reach and render a decision in writing (concurred in by a majority of the
members of the Board of Arbitration) with respect to the amount, if any, which
the losing party is required to pay to the other party in respect of a claim
filed. In connection with rendering its decisions, the Board of Arbitration
shall adopt and follow the laws of the State of New York unless the matter at
issue is the corporation law of the company's state of incorporation, in which
event the corporation law of such jurisdiction shall govern such issue. To the
extent practical, decisions of the Board of Arbitration shall be rendered no
more than thirty (30) calendar days following commencement of proceedings with
respect thereto. The Board of Arbitration shall cause its written decision to
be delivered to all parties involved in the dispute. Any decision made by the
Board of Arbitration (either prior to or after the expiration of such thirty
(30) calendar day period) shall be final, binding and conclusive on the parties
to the dispute, and entitled to be enforced to the fullest extent permitted by
law and entered in any court of competent jurisdiction. The Board of
Arbitration shall be authorized and is hereby directed to enter a default
judgment against any party failing to participate in any proceeding hereunder
within the time periods set forth in the AAA rules. The prevailing party shall
be awarded its costs, including attorneys' fees, from the non-prevailing party
as part of the arbitration award. Any party shall have the right to seek
injunctive relief from any court of competent jurisdiction in any case where
such relief is available. The prevailing party in such injunctive action shall
be awarded its costs, including attorney's fees, from the non-prevailing party.


                                  ARTICLE XI

                                   ASSIGNMENT


Section 11.1.     Assignment. Neither this Agreement nor any rights of the
Investors or the Company hereunder may be assigned by either party to any other
person.


                                  ARTICLE XII

                                    NOTICES


Section 12.1.     Notices. All notices, demands, requests, consents, approvals,
and other communications required or permitted hereunder shall be in writing
and, unless otherwise


                                      20
<PAGE>   22


specified herein, shall be (i) hand delivered, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by facsimile, addressed as set forth below or to such other address
as such party shall have specified most recently by written notice. Any notice
or other communication required or permitted to be given hereunder shall be
deemed effective (a) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address or
number designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the first business day
following the date of sending by reputable courier service, fully prepaid,
addressed to such address, or (c) upon actual receipt of such mailing, if
mailed. The addresses for such communications shall be:

<TABLE>
<S>                                                  <C>
If to the Company:                                   154 Technology Parkway
                                                     Technology Park/Atlanta
                                                     Norcross, Georgia 30092
                                                     Attention:  Jack J. Luchese
                                                     Telephone: (770) 368-9500
                                                     Facsimile:  (770)


with a copy to (shall not constitute                 Alston & Bird LLP
                                                     One Atlantic Center
                                                     1201 West Peachtree Street
                                                     Atlanta, Georgia  30309-3424
                                                     Attention:George M. Maxwell, Jr.
                                                     Telephone: (404) 881-7000
                                                     Facsimile:  (404)

if to the Investors:                                 As set forth on the signature pages hereto

with a copy to:                                      Joseph A. Smith, Esq.
(shall not constitute notice)                        Epstein Becker & Green, P.C.

                                                     250 Park Avenue
                                                     New York, New York
                                                     Telephone: (212) 351-4500
                                                     Facsimile: (212) 661-0989
</TABLE>

Either party hereto may from time to time change its address or facsimile
number for notices under this Section 12.1 by giving written notice of such
changed address or facsimile number to the other party hereto as provided in
this Section 12.1.


                                 ARTICLE XIII

                                 MISCELLANEOUS


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<PAGE>   23


Section 13.1.     Counterparts/ Facsimile/ Amendments. This Agreement may be
executed in multiple counterparts, each of which may be executed by less than
all of the parties and shall be deemed to be an original instrument which shall
be enforceable against the parties actually executing such counterparts and all
of which together shall constitute one and the same instrument. Except as
otherwise stated herein, in lieu of the original documents, a facsimile
transmission or copy of the original documents shall be as effective and
enforceable as the original. This Agreement may be amended only by a writing
executed by all parties.

Section 13.2.     Entire Agreement. This Agreement, the agreements attached as
Exhibits hereto, which, include but are not limited the Escrow Agreement, and
the Registration Rights Agreement, set forth the entire agreement and
understanding of the parties relating to the subject matter hereof and
supersedes all prior and contemporaneous agreements, negotiations and
understandings between the parties, both oral and written relating to the
subject matter hereof. The terms and conditions of all Exhibits to this
Agreement are incorporated herein by this reference and shall constitute part
of this Agreement as is fully set forth herein.

Section 13.3.     Severability. In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in full force and
effect without said provision; provided that such severability shall be
ineffective if it materially changes the economic benefit of this Agreement to
any party.

Section 13.4.     Headings. The headings used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting
this Agreement.

Section 13.5.     Number and Gender. There may be one or more Investors parties
to this Agreement, which Investors may be natural persons or entities. All
references to plural Investors shall apply equally to a single Investor if
there is only one Investor, and all references to an Investor as "it" shall
apply equally to a natural person.

Section 13.6.     Replacement of Certificates. Upon (i) receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of a certificate representing the Shares and (ii) in the case of any
such loss, theft or destruction of such certificate, upon delivery of an
indemnity agreement or security reasonably satisfactory in form to the Company
(which shall not include the posting of any bond) or (iii) in the case of any
such mutilation, on surrender and cancellation of such certificate, the Company
at its expense will execute and deliver, in lieu thereof, a new certificate of
like tenor.

Section 13.7.     Fees and Expenses. Each of the Company and the Investors
agrees to pay its own expenses incident to the performance of its obligations
hereunder.

Section 13.8.     Brokerage. Each of the parties hereto represents that it has
had no dealings in connection with this transaction with any finder or broker
who will demand payment of any fee or commission from the other party, except
Ladenburg Thalmann & Co. Inc. whose fees shall be paid by the Company. The
Company on the one hand, and the Investors, on the other hand, agree to
indemnify the other against and hold the other harmless from any and all
liabilities to any person claiming brokerage commissions or finder's fees on
account of services purported to


                                      22
<PAGE>   24


have been rendered on behalf of the indemnifying party in connection with this
Agreement or the transactions contemplated hereby.

Section 13.9.     Publicity. The Company agrees that, except as required by law
or regulation, it will not issue any press release or other public announcement
of the transactions contemplated by this Agreement without the prior consent of
the Investors, which shall not be unreasonably withheld nor delayed by more
than two (2) Trading Days from their receipt of such proposed release. No
release shall name the Investors without their express consent.

Section 13.10.    No Third Party Beneficiary. The terms and provisions of this
Agreement are intended solely for the benefit of each party and their
respective successors or permitted assigns. It is not the intention of the
parties to confer third-party beneficiary rights and this Agreement does not
confer any such rights upon any other person other than a party to this
Agreement.


                                      23
<PAGE>   25


         IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement to be executed by the undersigned, thereunto duly authorized, as of
the date first set forth above.


                               CYTRX CORPORATION


                               By:
                                  ---------------------------------------------
                                  Jack J. Luchese, President and CEO


                               INVESTORS:
                               Celeste Trust Reg.

                               By:
                                  ---------------------------------------------

                                  Authorized Signatory

                               Amount subscribed for: 25% of total

                               Address for notices:

                               Fax:


                               AMRO International, S.A.


                               By:
                                  ---------------------------------------------
                                  H.U. Bachofem,
                                  Authorized Signatory

                               Amount subscribed for: 50% of total

                               Address for notices:
                               C/o Ultra Finanz AG
                               Grossmuensterplatz 6
                               Zurich CH-8022 Switzerland
                               Fax:  011-431-262-5515


                                      24
<PAGE>   26


                               [Cytrix Purchase Agreement, continued signature
                               page]


                               Balmore Funds, S.A.


                               By:
                                  ---------------------------------------------
                               Francois Morax, Authorized Signatory

                               Amount subscribed for: 25% of total

                               Trident Chambers
                               P.O. Box 146
                               Road Town
                               Tortola, BVI
                               Fax:


                                      25