CYTRX CORP
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<TYPE>EX-10.12
<SEQUENCE>5
<FILENAME>exhibit_1012.txt
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                                                                   Exhibit 10.12


                                 FIRST AMENDMENT

                         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) 826-5658.

     1.2 Turner, with its principal office at 3340 Peachtree Road, Suite 2300,
Atlanta, Georgia 30326, and Phone: 404-479-8192.

     1.3 The persons executing this Amendment represent to each other that they
have full and complete authority to do so.

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 Restriction shall be lifted and
voided.

     2.4 CYTR acknowledges that it desires to consider strategic alternatives
available to it which include, but are not limited to, issuing and selling
convertible debentures, common shares, preferred shares, or similar instruments
(the "OFFERING"). The Offering shall be on terms and conditions satisfactory
CYTR, in its sole discretion. As a result of an introduction made through Turner
to an investor, either a single investor, several investors, or a related entity
with which Investor has not made an investment in CYTR within the 90 days prior
to the Effective Date (collectively the "INVESTOR"), should all or any part of
the Offering be placed with the


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Investor, CYTR shall owe Turner a cash fee equal to ten percent (10%) of the
gross proceeds of the Offering (the as received by CYTR from the Investor. CYTR
shall also issue Turner a five-year warrant as part of the placement fee to
purchase a number of shares equal to (a) ten percent (10%) of the gross proceeds
of the Offering divided by (b) the exercise price of the warrant (the
"WARRANT"). The exercise price of the Warrant shall be equal to the average
closing market price per share of the CYTR's common stock for the five trading
days preceding the date of closing of the Offering (or at each closing). Should
CYTR close on any Offering with the Investor, it shall be understood that the
Offering met terms and conditions satisfactory to CYTR. CYTR shall have no
obligation to close any Offering.

     2.5 CYTR agrees that any amendment or modification to the Agreement or the
Amendment shall be by written instrument only and must be executed by a
representative, with complete authority, from CYTR and Turner (the "PARTIES").

     2.6 This Amendment sets forth the entire understanding of the Parties with
respect to the subject matter hereof and shall be binding and inure to the
benefit of the Parties and their respective successors.

     IN WITNESS WHEREOF, if the foregoing is in accordance with the Parties
understanding, the Parties shall accept and agree to this Amendment of the
Agreement by signing and that will thereupon constitute an agreement between the
Parties.


J.P. Turner & Company, LLC


  /s/ Patrick J. Power                                       Date:      4-3-03
------------------------------------------------
Mr. Patrick J. Power
Managing Director - Investment Banking
J.P. Turner & Company, LLC
3340 Peachtree Road, Suite 2300
Atlanta, GA 30326
(404) 479-8192


CytRx Corporation


  /s/ Steve Kriegsman                                        Date:      4-3-03
------------------------------------------------
Name:      Mr. Steve Kriegsman
Title:     President and Chairman
Company:   CytRx Corporation
Address:   11726 San Vincente Blvd.
           Los Angeles, CA 90049
Phone:     (310) 826-5658



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