TO INVESTMENT BANKING AGREEMENT
THIS FIRST AMENDMENT (the "AMENDMENT") TO INVESTMENT BANKING AGREEMENT WITH
J.P. TURNER & COMPANY, LLC dated April 3, 2003 (the "AGREEMENT") is entered into and effective as
of June 4, 2003 (the "Effective Date") by and between CytRx Corporation ("CYTR") and J.P. Turner &
Company, LLC ("TURNER").
1. THE PARTIES
1.1 CYTR, with its principal office at 11726 San Vincente Blvd., CA 90049, USA; and Phone: (310) 826-
1.2 Turner, with its principal office at 3340 Peachtree Road, Suite 2300, Atlanta, Georgia 30326, and Phone:
1.3 The persons executing this Amendment represent to each other that they have full and complete authority to
2. THE AMENDMENT
2.1 The Term of the Agreement during which Turner shall provide the Services shall be extended to be twelve
(12) months from the Effective Date.
2.2 As per page 2, within the compensation section of the Agreement, CYTR shall issue Turner an additional fully
vested Investment Banking Warrant for the purchase of eighty two thousand five hundred (82,500) shares of
CYTR's common stock at an exercise price of two dollars ($2.00) per share and a term of five
(5) years. All other conditions and provisions of this warrant shall be identical to the Investment Banking Warrant
as described in the Agreement.
2.3 CYTR shall also issue Turner two hundred seventy five thousand (275,000) shares of CYTR's common
stock (the "INVESTMENT BANKING STOCK"). The Investment Banking Stock shall be restricted for resale
into the public market for a period of eighteen (18) months (the "PUBLIC RESTRICTION"). The Investment
Banking Stock shall immediately and completely vest in favor of Turner, be fully paid, and non-assessable. In the
event of the sale of the Company (or substantially all of the assets thereof) or the acquisition (or merger)
transaction of the Company by or into another entity at any time after twelve
(12) months from the Effective Date, the Public Restrictio