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                                                                     EXHIBIT 4.1

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES

                      FORM OF COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                                CYTRX CORPORATION

            THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that,
for value received, _____________ (the "Holder"), is entitled, upon the terms
and subject to the limitations on exercise and the conditions hereinafter set
forth, at any time on or after the date hereof (the "Initial Exercise Date") and
on or prior to the close of business on the fifth anniversary of the Initial
Exercise Date (the "Termination Date") but not thereafter, to subscribe for and
purchase from CytRx Corporation, a Delaware corporation (the "Company"), up to
______ shares (the "Warrant Shares") of Common Stock, par value $0.001 per
share, of the Company (the "Common Stock"). The purchase price of one share of
Common Stock (the "Exercise Price") under this Warrant shall be $1.72, subject
to adjustment hereunder. Capitalized terms used and not otherwise defined herein
shall have the meanings set forth in that certain Securities Purchase Agreement
(the "Purchase Agreement"), dated October 4, 2004, among the Company and the
purchasers signatory thereto.

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            1. Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws and Section 7 of this Warrant, this Warrant and
all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed. The transferee shall sign an investment letter in form and
substance reasonably satisfactory to the Company.

            2. Authorization of Warrant Shares. The Company covenants that all
Warrant Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).

            3. Exercise of Warrant.

                  (a) Exercise of the purchase rights represented by this
      Warrant may be made at any time or times on or after the Initial Exercise
      Date and on or before the Termination Date by delivery to the Company of a
      duly executed facsimile copy of the Notice of Exercise Form annexed hereto
      (or such other office or agency of the Company as it may designate by
      notice in writing to the registered Holder at the address of such Holder
      appearing on the books of the Company); provided, however, within 5
      Trading Days of the date said Notice of Exercise is delivered to the
      Company, the Holder shall have surrendered this Warrant to the Company and
      the Company shall have received payment of the aggregate Exercise Price of
      the shares thereby purchased by wire transfer or cashier's check drawn on
      a United States bank. Certificates for shares purchased hereunder shall be
      delivered to the Holder within 3 Trading Days from the delivery to the
      Company of the Notice of Exercise Form, surrender of this Warrant and
      payment of the aggregate Exercise Price as set forth above ("Warrant Share
      Delivery Date"). This Warrant shall be deemed to have been exercised on
      the date the Exercise Price is received by the Company. The Warrant Shares
      shall be deemed to have been issued, and Holder or any other person so
      designated to be named therein shall be deemed to have become a holder of
      record of such shares for all purposes, as of the date the Warrant has
      been exercised by payment to the Company of the Exercise Price and all
      taxes required to be paid by the Holder, if any, pursuant to Section 5
      prior to the issuance of such shares, have been paid. If the Company fails
      to deliver to the Holder a certificate or certificates representing the
      Warrant Shares pursuant to this Section 3(a) by the Warrant Share Delivery
      Date, then the Holder will have the right to rescind such exercise. In
      addition to any other rights available to the Holder, if the Company fails
      to deliver to the Holder a certificate or certificates representing the
      Warrant Shares pursuant to an exercise on or before the Warrant Share
      Delivery Date, and if after such date the Holder is required by its broker
      to purchase (in an open market transaction or otherwise) shares of Common
      Stock to deliver in satisfaction of a sale by the Holder of the Warrant
      Shares which the Holder anticipated receiving upon such exercise (a
      "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount
      by which (x) the Holder's total purchase price

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      (including customary brokerage commissions, if any) for the shares of
      Common Stock so purchased exceeds (y) the amount obtained by multiplying
      (A) the number of Warrant Shares that the Company was required to deliver
      to the Holder in connection with the exercise at issue times (B) the price
      at which the sell order giving rise to such purchase obligation was
      executed, and (2) at the option of the Holder, either reinstate the
      portion of the Warrant and equivalent number of Warrant Shares for which
      such exercise was not honored or deliver to the Holder the number of
      shares of Common Stock that would have been issued had the Company timely
      complied with its exercise and delivery obligations hereunder. For
      example, if the Holder purchases Common Stock having a total purchase
      price of $11,000 to cover a Buy-In with respect to an attempted exercise
      of shares of Common Stock with an aggregate sale price giving rise to such
      purchase obligation of $10,000, under clause (1) of the immediately
      preceding sentence the Company shall be required to pay the Holder $1,000.
      The Holder shall provide the Company written notice indicating the amounts
      payable to the Holder in respect of the Buy-In, together with applicable
      confirmations and other evidence reasonably requested by the Company.
      Nothing herein shall limit a Holder's right to pursue any other remedies
      available to it hereunder, at law or in equity including, without
      limitation, a decree of specific performance and/or injunctive relief with
      respect to the Company's failure to timely deliver certificates
      representing shares of Common Stock upon exercise of the Warrant as
      required pursuant to the terms hereof.

                  (b) If this Warrant shall have been exercised in part, the
      Company shall, at the time of delivery of the certificate or certificates
      representing Warrant Shares, deliver to Holder a new Warrant evidencing
      the rights of Holder to purchase the unpurchased Warrant Shares called for
      by this Warrant, which new Warrant shall in all other respects be
      identical with this Warrant.

                  (c) The Holder shall not have the right to exercise any
      portion of this Warrant, pursuant to Section 3(a) or otherwise, to the
      extent that after giving effect to such issuance after exercise, the
      Holder (together with the Holder's affiliates), as set forth on the
      applicable Notice of Exercise, would beneficially own in excess of 4.99%
      of the number of shares of the Common Stock outstanding immediately after
      giving effect to such issuance. For purposes of the foregoing sentence,
      the number of shares of Common Stock beneficially owned by the Holder and
      its affiliates shall include the number of shares of Common Stock issuable
      upon exercise of this Warrant with respect to which the determination of
      such sentence is being made, but shall exclude the number of shares of
      Common Stock which would be issuable upon (A) exercise of the remaining,
      nonexercised portion of this Warrant beneficially owned by the Holder or
      any of its affiliates and (B) exercise or conversion of the unexercised or
      nonconverted portion of any other securities of the Company (including,
      without limitation, any other Warrants) subject to a limitation on
      conversion or exercise analogous to the limitation contained herein
      beneficially owned by the Holder or any of its affiliates. Except as set
      forth in the preceding sentence, for purposes of this Section 3(c),
      beneficial ownership shall be calculated in accordance with Section 13(d)
      of the Exchange Act, it being acknowledged by Holder that the Company is
      not representing to Holder that such calculation is in compliance with
      Section 13(d) of the Exchange Act and Holder is solely responsible for any
      schedules required to be filed in accordance therewith. To the extent that
      the

                                       3
<PAGE>

      limitation contained in this Section 3(c) applies, the determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by the Holder) and of which a portion of this Warrant is exercisable shall
      be in the sole discretion of such Holder, and the submission of a Notice
      of Exercise shall be deemed to be such Holder's determination of whether
      this Warrant is exercisable (in relation to other securities owned by such
      Holder) and of which portion of this Warrant is exercisable, in each case
      subject to such aggregate percentage limitation, and the Company shall
      have no obligation to verify or confirm the accuracy of such
      determination. For purposes of this Section 3(c), in determining the
      number of outstanding shares of Common Stock, the Holder may rely on the
      number of outstanding shares of Common Stock as reflected in (x) the
      Company's most recent Form 10-Q or Form 10-K, as the case may be, (y) a
      more recent public announcement by the Company or (z) any other notice by
      the Company or the Company's Transfer Agent setting forth the number of
      shares of Common Stock outstanding. Upon the written or oral request of
      the Holder, the Company shall within two Trading Days confirm orally and
      in writing to the Holder the number of shares of Common Stock then
      outstanding. In any case, the number of outstanding shares of Common Stock
      shall be determined after giving effect to the conversion or exercise of
      securities of the Company, including this Warrant, by the Holder or its
      affiliates since the date as of which such number of outstanding shares of
      Common Stock was reported.

                  (d) If at any time after one year from the date of issuance of
      this Warrant there is no effective Registration Statement registering the
      resale of the Warrant Shares by the Holder, then this Warrant may also be
      exercised at such time by means of a "cashless exercise" in which the
      Holder shall be entitled to receive a certificate for the number of
      Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by
      (A), where:

            (A) = the VWAP on the Trading Day immediately preceding the date of
                  such election;

            (B) = the Exercise Price of this Warrant, as adjusted; and

            (X) = the number of Warrant Shares issuable upon exercise of this
                  Warrant in accordance with the terms of this Warrant by means
                  of a cash exercise rather than a cashless exercise.

            4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

            5. Charges, Taxes and Expenses. Issuance of certificates for Warrant
Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate, all
of which taxes and expenses shall be paid by the Company, and such certificates
shall be issued in the name of the Holder or in such name or names as may be
directed by the Holder; provided, however, that in the event

                                       4
<PAGE>

certificates for Warrant Shares are to be issued in a name other than the name
of the Holder, this Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto duly executed by the Holder; and the
Company may require, as a condition thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.

            6. Closing of Books. The Company will not close its stockholder
books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.

            7. Transfer, Division and Combination.

                  (a) Subject to compliance with any applicable securities laws
      and the conditions set forth in Sections 1 and 7(e) hereof and to the
      provisions of Section 4.1 of the Purchase Agreement, this Warrant and all
      rights hereunder are transferable, in whole or in part, upon surrender of
      this Warrant at the principal office of the Company, together with a
      written assignment of this Warrant substantially in the form attached
      hereto duly executed by the Holder or its agent or attorney and funds
      sufficient to pay any transfer taxes payable upon the making of such
      transfer. Upon such surrender and, if required, such payment, the Company
      shall execute and deliver a new Warrant or Warrants in the name of the
      assignee or assignees and in the denomination or denominations specified
      in such instrument of assignment, and shall issue to the assignor a new
      Warrant evidencing the portion of this Warrant not so assigned, and this
      Warrant shall promptly be cancelled. A Warrant, if properly assigned, may
      be exercised by a new holder for the purchase of Warrant Shares without
      having a new Warrant issued.

                  (b) This Warrant may be divided or combined with other
      Warrants upon presentation hereof at the aforesaid office of the Company,
      together with a written notice specifying the names and denominations in
      which new Warrants are to be issued, signed by the Holder or its agent or
      attorney. Subject to compliance with Section 7(a), as to any transfer
      which may be involved in such division or combination, the Company shall
      execute and deliver a new Warrant or Warrants in exchange for the Warrant
      or Warrants to be divided or combined in accordance with such notice.

                  (c) The Company shall prepare, issue and deliver at its own
      expense (other than transfer taxes) the new Warrant or Warrants under this
      Section 7.

                  (d) The Company agrees to maintain, at its aforesaid office,
      books for the registration and the registration of transfer of the
      Warrants.

                  (e) If, at the time of the surrender of this Warrant in
      connection with any transfer of this Warrant, the transfer of this Warrant
      shall not be registered pursuant to an effective registration statement
      under the Securities Act and under applicable state securities or blue sky
      laws, the Company may require, as a condition of allowing such transfer
      (i) that the Holder or transferee of this Warrant, as the case may be,
      furnish to the Company a written opinion of counsel (which opinion shall
      be in form, substance and scope customary for opinions of counsel in
      comparable transactions) to the effect that such transfer may be made
      without registration under the Securities Act and under

                                       5
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      applicable state securities or blue sky laws, (ii) that the holder or
      transferee execute and deliver to the Company an investment letter in form
      and substance acceptable to the Company and (iii) that the transferee be
      an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3),
      (a)(7), or (a)(8) promulgated under the Securities Act or a "qualified
      institutional buyer" as defined in Rule 144A(a) under the Securities Act.

            8. No Rights as Shareholder until Exercise. This Warrant does not
entitle the Holder to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate Exercise Price (or by means of a cashless exercise),
the Warrant Shares so purchased shall be and be deemed to be issued to such
Holder as the record owner of such shares as of the close of business on the
later of the date of such surrender or payment.

            9. Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate.

            10. Saturdays, Sundays, Holidays, etc. If the last or appointed day
for the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a Saturday,
Sunday or legal holiday.

            11. Adjustments of Exercise Price and Number of Warrant Shares.

                  (a) Stock Splits, etc. The number and kind of securities
      purchasable upon the exercise of this Warrant and the Exercise Price shall
      be subject to adjustment from time to time upon the happening of any of
      the following. In case the Company shall (i) pay a dividend in shares of
      Common Stock or make a distribution in shares of Common Stock to holders
      of its outstanding Common Stock, (ii) subdivide its outstanding shares of
      Common Stock into a greater number of shares, (iii) combine its
      outstanding shares of Common Stock into a smaller number of shares of
      Common Stock, or (iv) issue any shares of its capital stock in a
      reclassification of the Common Stock, then the number of Warrant Shares
      purchasable upon exercise of this Warrant immediately prior thereto shall
      be adjusted so that the Holder shall be entitled to receive the kind and
      number of Warrant Shares or other securities of the Company which it would
      have owned or have been entitled to receive had such Warrant been
      exercised in advance thereof. Upon each such adjustment of the kind and
      number of Warrant Shares or other securities of the Company which are
      purchasable hereunder, the Holder shall thereafter be entitled to purchase
      the number of Warrant Shares or other securities resulting from such
      adjustment at an Exercise Price per Warrant Share or other security
      obtained by multiplying the Exercise Price in effect immediately prior to
      such adjustment by the number of Warrant Shares purchasable pursuant
      hereto immediately prior to such adjustment and dividing by the number of

                                       6
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      Warrant Shares or other securities of the Company that are purchasable
      pursuant hereto immediately after such adjustment. An adjustment made
      pursuant to this paragraph shall become effective immediately after the
      effective date of such event retroactive to the record date, if any, for
      such event.

                  (b) Offerings of Other Property to Common Stock Holders. If
      the Company, at any time prior to the Termination Date, shall distribute
      to all holders of Common Stock (and not to Holders of the Warrants)
      evidences of its indebtedness or assets or rights or warrants to subscribe
      for or purchase any security other than the Common Stock (which shall be
      subject to Section 11(b)(i)), then in each such case the Exercise Price
      shall be adjusted by multiplying the Exercise Price in effect immediately
      prior to the record date fixed for determination of stockholders entitled
      to receive such distribution by a fraction of which the denominator shall
      be the VWAP determined as of the record date mentioned above, and of which
      the numerator shall be such VWAP on such record date less the then per
      share fair market value at such record date of the portion of such assets
      or evidence of indebtedness so distributed applicable to one outstanding
      share of the Common Stock as determined by the Board of Directors in good
      faith. In either case the adjustments shall be described in a statement
      provided to the Holders of the portion of assets or evidences of
      indebtedness so distributed or such subscription rights applicable to one
      share of Common Stock. Such adjustment shall be made whenever any such
      distribution is made and shall become effective immediately after the
      record date mentioned above.

            12. Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of its property, assets or business to
another corporation and, pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of assets, shares of
common stock of the successor or acquiring corporation, or any cash, shares of
stock or other securities or property of any nature whatsoever (including
warrants or other subscription or purchase rights) in addition to or in lieu of
common stock of the successor or acquiring corporation ("Other Property"), are
to be received by or distributed to the holders of Common Stock of the Company,
then the Holder shall have the right thereafter to receive upon exercise of this
Warrant the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and Other
Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a Holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of Warrant Shares
for which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 12. For purposes of
this Section 12, "common stock of

                                       7
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the successor or acquiring corporation" shall include stock of such corporation
of any class which is not preferred as to dividends or assets over any other
class of stock of such corporation and which is not subject to redemption and
shall also include any evidences of indebtedness, shares of stock or other
securities which are convertible into or exchangeable for any such stock, either
immediately or upon the arrival of a specified date or the happening of a
specified event and any warrants or other rights to subscribe for or purchase
any such stock. The foregoing provisions of this Section 12 shall similarly
apply to successive reorganizations, reclassifications, mergers, consolidations
or disposition of assets.

            13. Voluntary Adjustment by the Company. The Company may at any time
during the term of this Warrant reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the Board of Directors
of the Company.

            14. Notice of Adjustment. Whenever the number of Warrant Shares or
number or kind of securities or other property purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided, the Company
shall give notice thereof to the Holder, which notice shall state the number of
Warrant Shares (and other securities or property) purchasable upon the exercise
of this Warrant and the Exercise Price of such Warrant Shares (and other
securities or property) after such adjustment, setting forth a brief statement
of the facts requiring such adjustment and setting forth the computation by
which such adjustment was made.

            15. Notice of Corporate Action. If at any time:

                  (a) the Company shall take a record of the holders of its
      Common Stock for the purpose of entitling them to receive a dividend or
      other distribution, or any right to subscribe for or purchase any
      evidences of its indebtedness, any shares of stock of any class or any
      other securities or property, or to receive any other right, or

                  (b) there shall be any capital reorganization of the Company,
      any reclassification or recapitalization of the capital stock of the
      Company or any consolidation or merger of the Company with, or any sale,
      transfer or other disposition of all or substantially all the property,
      assets or business of the Company to, another corporation or,

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

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 20 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date

                                       8
<PAGE>

on which any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition, dissolution, liquidation or winding up is to take place
and the time, if any such time is to be fixed, as of which the holders of Common
Stock shall be entitled to exchange their Warrant Shares for securities or other
property deliverable upon such disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to Holder
at the last address of Holder appearing on the books of the Company and
delivered in accordance with Section 17(d).

            16. Authorized Shares. The Company covenants that during the period
the Warrant is outstanding, it will reserve from its authorized and unissued
Common Stock a sufficient number of shares to provide for the issuance of the
Warrant Shares upon the exercise of any purchase rights under this Warrant. The
Company further covenants that its issuance of this Warrant shall constitute
full authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Trading Market upon
which the Common Stock may be listed.

                  Except and to the extent as waived or consented to by the
Holder, the Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder
as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (a) not increase the par value of any Warrant
Shares above the amount payable therefor upon such exercise immediately prior to
such increase in par value, (b) take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use
commercially reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
necessary to enable the Company to perform its obligations under this Warrant.

                  Before taking any action which would result in an adjustment
in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions
thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.

            17. Miscellaneous.

                  (a) Jurisdiction. All questions concerning the construction,
      validity, enforcement and interpretation of this Warrant shall be
      determined in accordance with the provisions of the Purchase Agreement.

                                       9
<PAGE>

                  (b) Restrictions. The Holder acknowledges that the Warrant
      Shares acquired upon the exercise of this Warrant, if not registered, will
      have restrictions upon resale imposed by state and federal securities
      laws.

                  (c) Nonwaiver and Expenses. No course of dealing or any delay
      or failure to exercise any right hereunder on the part of Holder shall
      operate as a waiver of such right or otherwise prejudice Holder's rights,
      powers or remedies, notwithstanding all rights hereunder terminate on the
      Termination Date. If the Company willfully and knowingly fails to comply
      with any provision of this Warrant, which results in any material damages
      to the Holder, the Company shall pay to Holder such amounts as shall be
      sufficient to cover any costs and expenses including, but not limited to,
      reasonable attorneys' fees, including those of appellate proceedings,
      incurred by Holder in collecting any amounts due pursuant hereto or in
      otherwise enforcing any of its rights, powers or remedies hereunder.

                  (d) Notices. Any notice, request or other document required or
      permitted to be given or delivered to the Holder by the Company shall be
      delivered in accordance with the notice provisions of the Purchase
      Agreement.

                  (e) Limitation of Liability. No provision hereof, in the
      absence of any affirmative action by Holder to exercise this Warrant or
      purchase Warrant Shares, and no enumeration herein of the rights or
      privileges of Holder, shall give rise to any liability of Holder for the
      purchase price of any Common Stock or as a stockholder of the Company,
      whether such liability is asserted by the Company or by creditors of the
      Company.

                  (f) Remedies. Holder, in addition to being entitled to
      exercise all rights granted by law, including recovery of damages, will be
      entitled to specific performance of its rights under this Warrant. The
      Company agrees that monetary damages would not be adequate compensation
      for any loss incurred by reason of a breach by it of the provisions of
      this Warrant and hereby agrees to waive the defense in any action for
      specific performance that a remedy at law would be adequate.

                  (g) Successors and Assigns. Subject to applicable securities
      laws, this Warrant and the rights and obligations evidenced hereby shall
      inure to the benefit of and be binding upon the successors of the Company
      and the successors and permitted assigns of Holder. The provisions of this
      Warrant are intended to be for the benefit of all Holders from time to
      time of this Warrant and shall be enforceable by any such Holder or holder
      of Warrant Shares.

                  (h) Amendment. This Warrant may be modified or amended or the
      provisions hereof waived with the written consent of the Company and the
      Holder.

                  (i) Severability. Wherever possible, each provision of this
      Warrant shall be interpreted in such manner as to be effective and valid
      under applicable law, but if any provision of this Warrant shall be
      prohibited by or invalid under applicable law, such provision shall be
      ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provisions or the remaining provisions
      of this Warrant.

                                       10
<PAGE>

                  (j) Headings. The headings used in this Warrant are for the
      convenience of reference only and shall not, for any purpose, be deemed a
      part of this Warrant.

                              ********************

                                       11
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated:  October __, 2004

                                               CYTRX CORPORATION

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

                                       12
<PAGE>

                               NOTICE OF EXERCISE

To: CytRx Corporation

            (1) The undersigned hereby elects to purchase ________ Warrant
Shares of CytRx Corporation pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in
full, together with all applicable transfer taxes, if any.

            (2) Payment shall take the form of (check applicable box):

                  [ ] in lawful money of the United States; or

                  [ ] the cancellation of such number of Warrant Shares as is
                  necessary, in accordance with the formula set forth in
                  subsection 3(d), to exercise this Warrant with respect to the
                  maximum number of Warrant Shares purchasable pursuant to the
                  cashless exercise procedure set forth in subsection 3(d).

            (3) Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:

                  _____________________________________

The Warrant Shares shall be delivered to the following:

                  _____________________________________

                  _____________________________________

                  _____________________________________

            (4) Accredited Investor. The undersigned is an "accredited investor"
as defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

                                              [PURCHASER]

                                              By: ______________________________
                                                  Name:
                                                  Title:

                                              Dated:____________________________

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

            FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

                                Dated:  ______________, _______

              Holder's Signature: _____________________________

              Holder's Address:________________________________

                               ________________________________

Signature Guaranteed:  ________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.