Sample Business Contracts

Investment Banking Agreement [Amendment No. 2] - CytRx Corp. and J.P. Turner & Co. LLC

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                          J.P. TURNER & COMPANY, L.L.C.
                           INVESTMENT BANKING DIVISION

                                SECOND AMENDMENT
                         TO INVESTMENT BANKING AGREEMENT

WITH J.P. TURNER & COMPANY, LLC dated April 3, 2003 (the "Agreement") is entered
into and effective as of August 13, 2003 (the  "Effective  Date") by and between
CytRx Corporation ("CYTR") and J.P. Turner & Company, LLC ("Turner").


         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.


         2.1 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 $2.00 per share and with 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

         2.4 The  issuance of the  Investment  Banking  Warrant  and  Investment
Banking Stock shall be subject to approval by CYTR's shareholders of an increase
in the size of CYTR's 2000  Long-Term  Incentive  Plan (the "Plan"),  and Turner
will not exercise the Investment Banking Warrant until such shareholder approval
has been  obtained.  If this  increase in the size of the Plan does not occur by
December 31, 2003, this Amendment shall be rescinded.


         2.5  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  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 ten
percent  (10%) of the gross  proceeds of the  Offering  (the  "Warrant")  to the
Investor,  at an exercise  price 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

         2.6 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").

         2.7 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

J.P. Turner & Company, LLC

/s/ Patrick J. Power                               Date:  _______________
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/ Steven A. Kriegsman                            Date: 10-24-03
--------------------------------------------             -----------
Name:             Mr. Steve Kriegsman
Title:            President and Chairman
Company:          CytRx Corporation
Address:          11726 San Vincente Blvd.
                  Los Angeles, CA 90049
Phone:            (310) 826-5648