Exhibit 10.15

                             AMENDMENT NO. 4 TO THE
                 CYTRX CORPORATION 2000 LONG-TERM INCENTIVE PLAN

        This Amendment No. 4 (the "Amendment") to the CytRx Corporation 2000
Long-Term Incentive Plan, as previously amended (as so amended, the "Plan"), is
made and shall be effective as of this 4th day of September, 2003, subject to
stockholder approval of this Amendment.

        WHEREAS, the Board of Directors of the Company has determined that it is
desirable and in the best interests of the Company and its stockholders to amend
the Plan to increase certain limitations on the amount of Awards that may be
granted thereunder;

        1. The text of Section 5.4 of the Plan is amended by deleting each
reference to "500,000" and replacing it with "1,000,000."

        2. As modified hereby, the provisions of the Plan shall remain in full
force and effect, and the Plan may be restated, as amended hereby, in its
entirety.

        NOW, THEREFORE, in accordance with Section 15.1 of the Plan, the Plan is
hereby amended as follows: