FORM OF WARRANT AGREEMENT - GRUNTAL & CO., LLC

EXHIBIT 4.1

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THE TRANSFER OF THIS WARRANT IS
RESTRICTED AS DESCRIBED HEREIN.

CYTOCLONAL PHARMACEUTICS INC.

Warrant for the Purchase of Shares of Common Stock,
$.01 par value

No. 1 300,000 Shares

THIS CERTIFIES that, for value received, GRUNTAL & CO., L.L.C. (the
"Holder"), is entitled to subscribe for and purchase from CYTOCLONAL
PHARMACEUTICS INC., a Delaware corporation (the "Company'), upon the terms and
conditions set forth herein, at any time or from time to time after February 23,
2000, and before 5:00 P.M., New York time, on February 23, 2005 (the "Exercise
Period"), 300,000 shares of the Company's Common Stock,, $.01 par value ("Common
Stock"), at a price of $15.00 per share (the "Exercise Price") (collectively,
including any warrants issued upon the exercise or transfer of any such warrants
in whole or in part, the "Warrants"). Of the 300,000 shares subject to the
Warrant, 100,000 shares shall vest on the date hereof, 100,000 shares shall vest
on May 23, 2000, and 100,000 shall vest on August 23, 2000. As used herein, the
term "this Warrant" shall mean and include this Warrant and any Warrant or
Warrants hereafter issued as a consequence of the exercise or transfer of this
Warrant in whole or in part. This Warrant may not be sold, transferred, assigned
or hypothecated until February 23, 2005, except that it may be transferred, in
whole or in part, to (i) one or more officers, members or employees of the
Holder (or the officers, members or employees of any such member); (ii) any
other firm which participated in the transactions contemplated by the engagement
letter (the "Transaction") (or the officers, members or employees of any such
firm); (iii) a successor to the Holder, or the officers, members or employees of
such successor; (iv) a purchaser of substantially all of the assets of the
Holder; or (v) by operation of law; and the term the "Holder" as used herein
shall include any transferee to whom this Warrant has been transferred in
accordance with the above.

The number of shares of Common Stock issuable upon exercise of the
Warrants (the "Warrant Shares") and the Exercise Price may be adjusted from time
to time as hereinafter set forth.

1. Exercise. This Warrant may be exercised during the Exercise Period,
as to the whole or any lesser number of whole Warrant Shares, by the surrender
of this Warrant (with the election form at the end hereof duly executed) to the
Company at its office at 9000 Harry Hines Boulevard, Suite 627, Dallas, Texas
75235, or at such other place as is designated in writing by the Company,
together with a certified or bank cashier's check payable to the order of the
Company in an amount equal to the Exercise Price multiplied by the number of
Warrant Shares for which this Warrant is being exercised (the "Stock Purchase
Price").

2. Conversion. (a) In lieu of the payment of the Stock Purchase Price,
the Holder shall have the right (but not the obligation), to require the Company
to convert this Warrant, in whole or in part, into shares of Common Stock (the
"Conversion Right") as provided for in this Section 2. Upon exercise of the
Conversion Right, the Company shall deliver to the Holder (without payment by
the Holder of any of the Stock Purchase Price) that number of shares of Common
Stock (the "Conversion Shares") equal to the quotient obtained by dividing (x)
the value of this Warrant (or portion thereof as to which the Conversion Right
is being exercised if the Conversion Right is being exercised in part) at the
time the Conversion Right is exercised (determined by subtracting the aggregate


Stock Purchase Price of the shares of Common Stock as to which the Conversion
Right is being exercised in effect immediately prior to the exercise of the
Conversion Right from the aggregate Current Market Price (as defined in Section
6(c) hereof) of the shares of Common Stock as to which the Conversion Right is
being exercised immediately prior to the exercise of the Conversion Right) by
(y) the Current Market Price of one share of Common Stock immediately prior to
the exercise of the Conversion Right.

(b) The Conversion Rights provided under this Section 2 may be
exercised, in whole or in part, at any time and from time to time, while any
Warrants remain outstanding. In order to exercise the Conversion Right, the
Holder shall surrender to the Company, at its offices, this Warrant with the
Cashless Exercise Form at the end hereof duly executed. The presentation and
surrender shall be deemed a waiver of the Holder's obligation to pay all or any
portion of the aggregate purchase price payable for the shares of Common Stock
as to which such Conversion Right is being exercised. This Warrant (or so much
thereof as shall have been surrendered for conversion) shall be deemed to have
been converted immediately prior to the close of business on the day of
surrender of such Warrant for conversion in accordance with the foregoing
provisions.

3. Holder of Record. Upon each exercise of the Holder's rights to
purchase Warrant Shares or Conversion Shares, the Holder shall be deemed to be
the holder of record of the Warrant Shares or Conversion Shares issuable upon
such exercise or conversion, notwithstanding that the transfer books of the
Company shall then be closed or certificates representing such Warrant Shares or
Conversion Shares shall not then have been actually delivered to the Holder. As
soon as practicable after each such exercise or conversion of this Warrant, the
Company shall issue and deliver to the Holder a certificate or certificates for
the Warrant Shares or Conversion Shares issuable upon such exercise or
conversion, registered in the name of the Holder or its designee. If this
Warrant should be exercised or converted in part only, the Company shall, upon
surrender of this Warrant for cancellation, execute and deliver a new Warrant
evidencing the right of the Holder to purchase the balance of the Warrant Shares
(or portions thereof) subject to purchase hereunder.

4. Warrant Register. Any Warrants issued upon the transfer or exercise
or conversion in part of this Warrant shall be numbered and shall be registered
in a Warrant Register as they are issued. The Company shall be entitled to treat
the registered holder of any Warrant on the Warrant Register as the owner in
fact thereof for all purposes and shall not be bound to recognize any equitable
or other claim to or interest in such Warrant on the part of any other person,
and shall not be liable for any registration or transfer of Warrants which are
registered or to be registered in the name of a fiduciary or the nominee of a
fiduciary unless made with the actual knowledge that a fiduciary or nominee is
committing a breach of trust in requesting such registration or transfer, or
with the knowledge of such facts that its participation therein amounts to bad
faith. This Warrant shall be transferable only on the books of the Company upon
delivery thereof duly endorsed by the Holder or by his duly authorized attorney
or representative, or accompanied by proper evidence of succession, assignment,
or authority to transfer. In all cases of transfer by an attorney, executor,
administrator, guardian, or other legal representative, duly authenticated
evidence of his or its authority shall be produced. Upon any registration of
transfer, the Company shall deliver a new Warrant or Warrants to the person
entitled thereto. This Warrant may be exchanged, at the option of the Holder
thereof, for another Warrant, or other Warrants of different denominations, of
like tenor and representing in the aggregate the right to purchase a like number
of Warrant Shares (or portions thereof), upon surrender to the Company or its
duly authorized agent. Notwithstanding the foregoing, the Company shall have no
obligation to cause Warrants to be transferred on its books to any person if, in
the opinion of counsel to the Company, such transfer does not comply with the
provisions of the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations thereunder.

5. Valid Issuance. The Company shall at all times reserve and keep
available out of its authorized and unissued Common Stock, solely for the
purpose of providing for the exercise of the rights to purchase all Warrant
Shares and/or Conversion Shares granted pursuant to the Warrants, such number of
shares of Common Stock as shall, from time to time, be sufficient therefor. The
Company covenants that all shares of Common Stock issuable upon exercise of this
Warrant, upon receipt by the Company of the full Exercise Price therefor, and
all shares of Common Stock issuable upon conversion of this Warrant, shall be
validly issued, fully paid and nonassessable, without any personal liability
attaching to the ownership thereof, and will not be issued in violation of any
preemptive rights of stockholders, optionholders, warrantholders and any other
persons and the Holders will receive good title to the securities purchased by
them, respectively, free and clear of all liens, security interests,


pledges, charges, encumbrances, stockholders' agreements and voting trusts which
might be created by acts or omissions to act of the Company.

6. Dilutive Events. (a) In case the Company shall at any time after the
date the Warrants were first issued (i) declare a dividend on the outstanding
Common Stock payable in shares of its capital stock, (ii) subdivide the
outstanding Common Stock into a greater number of shares, (iii) combine the
outstanding Common Stock into a smaller number of shares, or (iv) issue any
shares of its capital stock by reclassification of the Common Stock (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then, in each case, the Exercise
Price, and the number and kind of securities issuable upon exercise or
conversion of this Warrant, in effect at the time of the record date for such
dividend or of the effective date of such subdivision, combination or
reclassification, shall be altered, effective as of the close of business on
such record date, to a price (calculated to the nearest .001 of a cent)
determined by multiplying such Exercise Price by a fraction:

(1) the numerator of which shall be the Current Market
Price in effect on such record date or, if the Common Stock trades on an
ex-dividend basis, on the date prior to the commencement of ex-dividend trading,
less the amount of such dividend or distribution (as determined in good faith by
the Board of Directors of the Company) applicable to one Common Share, and

(2) the denominator of which shall be such Current Market
Price, provided that, in the event that the amount of such dividend as so
determined is equal to or greater than ten percent (10%) of such Current Market
Price or in the event that such fraction is less than 9/10, in lieu of the
foregoing adjustment, adequate provision shall be made so that the Holder of
this Warrant shall receive a pro rata share of such dividend based upon the
maximum number of Common Stock at a time issuable to such Holder (determined
without regard to whether the Warrant is exercisable at such time).

(b) Treatment of Share Dividends, Share Splits, etc. In case the
Company at any time or from time to time after the date hereof shall declare or
pay any dividend on the Common Stock payable in Common Stock, or shall effect a
subdivision of the outstanding Common Stock into a greater number of Common
Stock (by reclassification or otherwise than by payment of a dividend in Common
Stock), then, and in each such case, Additional Common Stock shall be deemed to
have been issued (a) in the case of any such dividend, immediately after the
close of business on the record date for the determination of holders of any
class of securities entitled to receive such dividend, or (b) in the case of any
such clause, at the close of business on the date immediately prior to the day
upon which such corporate action becomes effective.

(c) For purposes of this Section 6, "Current Market Price" shall
mean the average daily Market Price during the period of the most recent twenty
(20) days, ending on such date, on which the national securities exchanges were
open for trading, except that if no Common Stock is then listed or admitted to
trading on any national securities exchange or quoted in the over-the-counter
market, the Current Market Price shall be the Market Price on such date. The
"Market Price" shall mean the amount per share of Common Stock equal to (a) the
last sale price of such shares of Common Stock on such date or, if no such sale
takes place on such date, the average of the closing bid and asked prices
thereof on such date, in each case as officially reported on the principal
national securities exchanges on which such shares of Common Stock are then
listed or admitted to trading or (b) if such shares of Common Stock are not then
listed or admitted to trading on any national securities exchange but are
designated as a national market system security by the NASD, the last trading
price of the shares of Common Stock on such date, or (c) if there shall have
been no trading on such date or if the shares of Common Stock are not so
designated, the average of the closing bid and asked prices of the shares of
Common Stock on such date as shown by the NASD automated quotation system, or
(d) if such shares of Common Stock are not then listed or admitted to trading on
any national exchange or quoted in the over-the-counter market, the higher of
(x) the book value thereof as determined by any firm of independent public
accountants of recognized standing selected by the Board of Directors of the
Company as of the last day of any moth ending within sixty (60) days preceding
the date as of which the determination is to be made or (y) the fair value
thereof determined in good faith by the Board of Directors of the Company as of
a date which is within twenty (20) days of the date as of which the
determination is to be made.
(d) Computation of Consideration. For the purposes of this
Section 6:

(1) the consideration for the issue or sale of any
Additional Common Stock shall, irrespective of the accounting treatment of such
consideration,

(i) insofar as it consists of cash, be computed at
the net amount of cash received by the Company, without deducting any expenses
paid or incurred by the Company or any commissions or compensations paid or
concessions or discounts allowed to underwriters, dealers or other performing
similar services in connection with such issue or sale,

(ii) insofar as it consists of property (including
securities) other than cash, be computed at the fair value thereof at the time
of such issue or sale, as determined in good faith by the Board of Directors of
the Company, and

(iii) in case Additional Common Stock are issued or
sold together with other shares or securities or other assets of the Company for
a consideration which covers both, be the portion of such consideration so
received, computed as provided in clauses (i) and (ii) above, allocable to such
Additional Common Stock, all as determined in good faith by the Board of
Directors of the Company.

(2) Additional Common Stock deemed to have been issued
pursuant to Section 7(c) relating to share dividends, share splits, etc., shall
be deemed to have been issued for no consideration.

(e) Adjustments for Combinations, etc. In case the outstanding
Common Stock shall be combined or consolidated, by reclassification or
otherwise, into a lesser number of Common Stock, the Exercise Price in effect
immediately prior to such combination or consolidation shall, concurrently with
the effectiveness of such combination or consolidation, be proportionately
increased.

(f) No adjustment in the Exercise Price shall be required if such
adjustment is less than $.05; provided, however, that any adjustments which by
reason of this Section 6(d) are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations under this
Section 6 shall be made to the nearest cent or to the nearest one-thousandth of
a share, as the case may be.

(g) Upon each adjustment of the Exercise Price as a result of the
calculations made in Section 6(a) hereof, this Warrant shall thereafter evidence
the right to purchase, at the adjusted Exercise Price, that number of shares
(calculated to the nearest thousandth) obtained by dividing (i) the product
obtained by multiplying the number of shares purchasable upon exercise of this
Warrant prior to adjustment of the number of shares by the Exercise Price in
effect prior to adjustment of the Exercise Price, by (ii) the Exercise Price in
effect after such adjustment of the Exercise Price.

(h) Whenever there shall be an adjustment as provided in this
Section 6, the Company shall promptly cause written notice thereof to be sent by
registered mail, postage prepaid, to the Holder, at its address as it shall
appear in the Warrant Register, which notice shall be accompanied by an
officer's certificate setting forth- the number of Warrant Shares purchasable
upon the exercise- of this Warrant and the Exercise Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment and
the computation thereof, which officer's certificate shall be conclusive
evidence of the correctedness of any such adjustment absent manifest error.

(i) The Company shall not be required to issue fractions of
shares of Common Stock or other capital stock of the Company upon the exercise
or conversion of this Warrant. If any fraction of a share would be issuable on
the exercise or conversion of this Warrant (or specified portions thereof) but
for the preceding sentence, the Company shall purchase such fraction for an
amount in cash equal to the same fraction of the Current Market Price of such
share of Common Stock on the date of exercise or conversion of this Warrant.

7. Assumption of Obligations. (a) In case of any consolidation with or
merger of the Company with or into another corporation (other than a merger or
consolidation in which the Company is the surviving or continuing corporation),
or in case of any sale, lease or conveyance to another corporation of the
property and assets of any nature of the Company as an entirety or substantially
as an entirety, such successor, leasing or purchasing corporation, as the case
may be, shall (i) execute with the Holder an agreement providing that the Holder
shall have the right thereafter to receive upon exercise or conversion of this
Warrant solely the kind and amount of shares of stock and other securities,
property, cash, or any combination thereof receivable upon such consolidation,
merger, sale, lease, or conveyance by a holder of the number of shares of Common
Stock for which this Warrant would have been exercisable-or into which this
Warrant could have been converted immediately prior to such consolidation,
merger, sale, lease or conveyance, and (ii) make effective provision in its
certificate of incorporation or otherwise, if necessary, to effect such
agreement. Such agreement shall provide for adjustments which shall be as nearly
equivalent as practicable to the adjustments in Section 6 hereof.

(b) In case of any reclassification or change of the shares of
Common Stock issuable upon exercise or conversion of this Warrant (other than a
change in par value or from a specified par value to no par value, or as a
result of a subdivision or combination, but including any change in the shares
into two or more classes or series of shares), or in case of any consolidation
or merger of another corporation into the Company in which the Company is the
continuing corporation and in which there is a reclassification or change
(including a change to the right to receive cash or other property) of the
shares of Common Stock (other than a change in par value, or from a specified
par value to no par value, or as a result of a subdivision or combination, but
including any change in the shares into two or more classes or series of
shares), the Holder shall have the right thereafter to receive upon exercise or
conversion of this Warrant solely the kind and amount of shares of stock and
other securities, property, cash, or any combination thereof receivable upon
such reclassification, change, consolidation, or merger by a holder of the
number of shares of Common Stock for which this Warrant would have been
exercisable or into which this Warrant could have been converted immediately
prior to such reclassification, change, consolidation or merger. Thereafter,
appropriate provision shall be made for adjustments which shall be as nearly
equivalent as practicable to the adjustments in Section 6.

(c) The above provisions of this Section 7 shall similarly apply
to successive reclassifications and changes of shares of Common Stock and to
successive consolidations, mergers, sales, leases or conveyances.

8. Notice of Adjustments. In case at any time the Company shall propose

(i) to pay any dividend or make any distribution on shares of
Common Stock in shares of Common Stock or make any other distribution (other
than regularly scheduled cash dividends which are not in a greater amount per
share than the most recent such dividend) to all holders of Common Stock; or

(ii) to issue any rights, warrants or other securities to all
holders of Common Stock entitling them to purchase any additional shares of
Common Stock or any other rights, warrants or other securities; or

(iii) to effect any reclassification or change of outstanding
shares of Common Stock, or any consolidation, merger, sale, lease or conveyance
of property, described in Section 7; or

(iv) to effect any liquidation, dissolution or winding-up of the
Company; or

(v) to take any other action which would cause an adjustment to
the Exercise Price;

then, and in any one or more of such cases, the Company shall give written
notice thereof, by registered mail, postage prepaid, to each Holder at the
address for such Holder as it shall appear in the Warrant Resister, mailed at
least 10 days prior to (i) the date as of which the holders of record of shares
of Common Stock to be entitled to receive any such dividend, distribution,
rights, warrants, other securities are to be determined, (ii) the date on which
any such reclassification, change of outstanding shares of Common Stock,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution or winding-up is expected to become effective, and the date as of


which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange their shares for securities or other property, if any,
deliverable upon such reclassification, change of outstanding shares,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution or winding-up, or (iii) the date of such action which would require
an adjustment to the Exercise Price.

9. Taxes. The issuance of any shares or other securities upon the
exercise or conversion of this Warrant, and the delivery of certificates or
other instruments representing such shares or other securities, shall be made
without charge to the Holder for any tax or other charge in respect of such
issuance. The Company shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issue and delivery of any
certificate in a name other than that of the Holder and the Company shall not be
required to issue or deliver any such certificate unless and until the person or
persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.

10. Registration Rights. (a) If, at -any time during the six-year
period commencing upon February 23, 2000, the Company shall file a registration
statement (other than on Form S-4, Form S-8 or any successor form) with the
Securities and Exchange Commission (the "COMMISSION") while any Eligible
Securities (as hereinafter defined) are outstanding, the Company shall give all
the then holders of any Eligible Securities (the "ELIGIBLE HOLDERS") at least 15
days prior written notice of the filing of such registration statement. If
requested by any Eligible Holder in writing within 20 days after receipt of any
such notice, the Company shall, at the Company's sole expense (other than the
fees and disbursements of counsel for the Eligible Holders and the underwriting
discounts, if any, payable in respect of the Eligible Securities sold by any
Eligible Holder), register or qualify all or, at each Eligible Holder's option,
any portion of the Eligible Securities of any Eligible Holder who shall have
made such request, concurrently with the registration of such other securities,
all to the extent required to permit a public offering and sale of the Eligible
Securities through the facilities of all appropriate securities exchanges and
the over-the-counter market, and will use its best efforts through its officers,
directors, auditors and counsel to cause such registration statement to become
effective as promptly as practicable. Notwithstanding the foregoing, if the
managing underwriter of any such offering shall advise the Company in writing
that, in its opinion, the distribution of all or a portion of the Eligible
Securities requested by the Eligible Holders to be included in the registration
concurrently with the securities being registered by the Company would
materially adversely affect the distribution of such securities by the Company
for its own account, then any Eligible Holder who shall have requested
registration of his or its Eligible Securities shall delay the offering and sale
of such Eligible Securities (or the portions thereof so designated by such
managing underwriter) for such period, not to exceed 90 days from the
effectiveness of any registration statement (the "DELAY PERIOD"), as the
managing underwriter shall request, provided that no such delay shall be
required as to any Eligible Securities if any securities of the Company are
included in such registration statement and eligible for sale during the Delay
Period for the account of any person other than the Company and any Eligible
Holder unless the securities included in such registration statement and
eligible for sale during the Delay Period for such other person shall have been
reduced pro rata to the reduction of the Eligible Securities which were
requested to be included and eligible for sale during the Delay Period in such
registration. As used herein, "ELIGIBLE SECURITIES" shall mean the Warrants and
the Warrant Shares and the Conversion Shares which, in each case, have not been
previously sold pursuant to a registration statement or sold or eligible for
sale pursuant to Rule 144 promulgated under the Act.

(b) If, during the six-month period commencing on February 23,
2000, the Company has not filed a registration statement (other than on Form
S-4, Form S-8 or any successor form) with the Commission while any Eligible
Securities are outstanding, and the Eligible Holders have not been given the
opportunity to exercise their registration rights pursuant to Section 10(a)
above, the Eligible Holders who in the aggregate own (or upon exercise of all
Warrants then outstanding would own) a majority of the total number of shares of
Common Stock then included (or upon such exercise would be included) in the
Eligible Securities (the "MAJORITY HOLDERS") will have the right to, at any time
during the five-year period commencing after the expiration of the six-month
period mentioned above, give a written request to the Company to register the
sale of all or part of such Eligible Securities. The Company shall, as promptly
as practicable, prepare and file with the Commission a registration statement
sufficient to permit the public offering and sale of the Eligible Securities
through the facilities of all appropriate securities exchanges and the over-the
counter market, and will use such registration statement to become


effective as promptly as practicable; provided, however, that the Company shall
only be obligated to file one such registration statement for which all expenses
incurred in connection with such registration (other than the fees and
disbursements of counsel for the Eligible Holders and underwriting discounts, if
any, payable in respect of the Eligible Securities sold by the Eligible Holders)
shall be borne by the Company and one additional such registration statement for
which all such expenses shall be paid by the Eligible Holders. Within three
business days after receiving any request contemplated by this Section 10(b),
the Company shall give written notice to all the other Eligible Holders,
advising each of them that the Company is proceeding with such registration and
offering to include therein all or any portion of any such other Eligible
Securities, provided that the Company receives a written request to do so from
such Eligible Holder within 20 days after receipt by him or it of the Company's
notice.

(c) In the event of a registration pursuant to the provisions of
this Section 10, the Company shall use its best efforts to cause the Eligible
Securities so registered to be registered or qualified for sale under the
securities or blue sky laws of such jurisdictions as the Holder or Holders may
reasonably request; provided, however, that the Company shall not for any such
purpose be required to (A) qualify generally to do business as a foreign
corporation in any jurisdiction wherein it is not otherwise required to be so
qualified, (B) subject itself to taxation in any jurisdiction wherein it is -not
so subject or (C) consent to general service of process in any such jurisdiction
or otherwise take action that would subject it to the general jurisdiction of
the courts of any jurisdiction to which it is not so subject.

(d) The Company shall keep effective any registration or
qualification contemplated by this Section 10 and shall from time to time amend
or supplement each applicable registration statement, preliminary prospectus,
final prospectus, application, document and communication for such period of
time as shall be required to permit the Eligible Holders to complete the offer
and sale of the Eligible Securities covered thereby. The Company shall in no
event be required to keep any such registration or qualification in effect for a
period in excess of nine months from the date on which the Eligible Holders are
first free to sell such Eligible Securities.

(e) In the event of a registration pursuant to the provisions of
this Section 10, the Company shall furnish to each Eligible Holder such number
of copies of the registration statement and of each amendment and supplement
thereto (in each case, including all exhibits), such reasonable number of copies
of each prospectus contained in such registration statement and each supplement
or amendment thereto (including each preliminary prospectus), all of which shall
conform to the requirements of the Act and the rules and regulations thereunder,
and such other documents, as any Eligible Holder may reasonable request to
facilitate the disposition of the Eligible Securities included in such
registration.

(f) In the event of a registration pursuant to the provisions of
this Section 10, the Company shall furnish each Eligible Holder of any Eligible
Securities so registered with an opinion of its counsel (reasonably acceptable
to the Eligible Holders) to the effect that (i) the registration statement has
become effective under the Act and no order suspending the effectiveness of the
registration statement, preventing or suspending the use of the registration
statement, any preliminary prospectus, any final prospectus or any amendment or
supplement thereto has been issued, nor has the Commission or any securities or
blue sky authority of any jurisdiction instituted or threatened to institute any
proceedings with respect to such an order, (ii) the registration statement and
each prospectus forming a part thereof (including each preliminary prospectus),
and any amendment or supplement, thereto, complies as to form with the Act and
the rules and regulations thereunder, and (iii) such counsel has no knowledge of
any material misstatement or omission in such registration statement or any
prospectus, as amended or supplemented. Such opinion shall also state the
jurisdictions in which the Eligible Securities have been registered or qualified
for sale pursuant to the provisions of Section 10(c).

(g) In the event of a registration pursuant to the provision of
this Section 10, the Company shall enter into a cross-indemnity agreement and a
contribution agreement, each in customary form, with each underwriter, if any,
and, if requested, enter into an underwriting agreement containing conventional
representations, warranties, allocation of expenses, and customary closing
conditions, including, but not limited to, opinions of counsel and accountants'
cold comfort letters, with any underwriter who acquires any Eligible Securities.

(h) The Company covenants and agrees that, until all the Eligible
Securities have been sold under a registration statement or pursuant to Rule 144
under the Act, it shall keep current in filing all reports, statements and other
materials required to be filed with the Commission to permit holders of the
Eligible Securities to sell such securities under Rule 144.

(i) The Company may delay any requested registration hereunder by
giving written notice to Eligible Holders who have elected to include their
Eligible Securities in a registration under this Section 10 if the Company's
Board of Directors determines in good faith that a registration at such time
would be materially detrimental to the Company provided that any such delay
shall not exceed ninety (90) days and the Company cannot provide this notice
more than twice in any twelve-month period.

11. Indemnification. (a) Subject to the conditions set forth below, the
Company agrees to indemnify and hold harmless each Eligible Holder, its
officers, directors, members, employees, agents and counsel, and each person, if
any, who controls any such person within the meaning of Section 15 of the Act or
Section 20(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT"), from and against any and all loss, liability, charge, claim, damage and
expense whatsoever (which shall include, for all purposes of this Section 11,
but not be limited to, reasonable attorneys' fees and any and all reasonable
expense whatsoever incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation), as and when incurred,
arising out of, based upon, or in connection with (i) any untrue statement or
alleged untrue statement of a material fact contained (A) in any registration
statement, preliminary prospectus or final prospectus (as from time to time
amended and supplemented), or any amendment or supplement thereto, relating to
the sale of any of the Eligible Securities, or (B) in any application or other
document or communication (in this Section 11 collectively called an
"application") executed by or on behalf of the Company or based upon written
information furnished by or on behalf of the Company filed in any jurisdiction
in order to register or qualify any of the Eligible Securities under the
securities or blue sky laws thereof or filed with the Commission or any
securities exchange; or any omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, unless such statement or omission was made in reliance upon and
in conformity with written information furnished to the Company with respect to
such Eligible Holder by or on behalf of such person expressly for inclusion in
any registration statement, preliminary prospectus or final prospectus, or any
amendment or supplement thereto, or in any application, as the case may be, or
(ii) any breach of any representation, warranty, covenant or agreement of the
Company contained in this Warrant. The foregoing agreement to indemnify shall be
in addition to any liability the Company may otherwise have, including
liabilities arising under this Warrant.

If any action is brought against any Eligible Holder or any of its
officers, directors, members, employees, agents or counsel, or any controlling
persons of such person (an "INDEMNIFIED PARTY") in respect of which indemnity,
may be sought against the Company pursuant to the foregoing paragraph, such
indemnified party or parties shall promptly notify the Company in writing of the
institution of such action (provided that the failure so to notify shall not
relieve the Company from any liability pursuant to this Section I 1(a), but
shall only reduce the amount of the indemnification if any to the extent that
the Company is prejudiced by such delay) and the Company shall promptly assume
the defense of such action, including the employment of counsel (reasonably
satisfactory to such indemnified party or parties) and payment of expenses. Such
indemnified party or parties shall have the right to employ its or their own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of such indemnified party or parties unless the employment of such
counsel shall have been authorized in writing by the Company in connection with
the defense of such action or the Company shall not have promptly employed
counsel reasonably satisfactory to such indemnified party or parties to have
charge of the defense of such action or such indemnified party or parties shall
have reasonably concluded that there may be a conflict of interest between the
indemnified party or parties and the Company in the conduct of the defense of
such action in any of which events such fees and expenses shall be borne by the
Company and the Company shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties. Anything in this Section
11 to the contrary notwithstanding, the Company shall not be liable for any
settlement of any such claim or action effected without its written consent,
which shall not be unreasonably withheld. The Company shall not, without the
prior written consent of each indemnified party that is not released as
described in this sentence, settle or compromise any action, or permit a default
or consent to the entry of judgment in or otherwise seek to terminate any
pending or threatened


action, in respect of which indemnity may be sought hereunder (whether or not
any indemnified party is a party thereto), unless such settlement, compromise,
consent or termination includes an unconditional release of each indemnified
party from all liability in respect of such action. The Company agrees promptly
to notify the Eligible Holders of the commencement of any litigation or
proceedings against the Company or any of its officers or directors in
connection with the sale of any Eligible Securities or any preliminary
prospectus, prospectus, registration statement, or amendment or supplement
thereto, or any application relating to any sale of any Eligible Securities.

(b) The Holder agrees to indemnify and hold harmless the Company,
each director of the Company, each officer of the Company who shall have signed
any registration statement covering Eligible Securities held by the Holder, each
other person, if any, who controls the Company within the meaning of Section 15
of the Act or Section 20(a) of the Exchange Act, and its or their respective
counsel, to the same extent as the foregoing indemnity from the Company to the
Holder in Section 11(a), but only with respect to statements or omissions, if
any, made in any registration statement, preliminary prospectus or final
prospectus (as from time to time amended and supplemented), or any amendment or
supplement thereto, or in any application, in reliance upon and in conformity
with written information furnished to the Company with respect to the Holder by
or on behalf of the Holder expressly for inclusion in any such registration
statement, preliminary prospectus or final prospectus, or any amendment or
supplement thereto, or in any application, as the case may be. If any action
shall be brought against the Company or any other person so indemnified based on
any such registration statement, preliminary prospectus or final prospectus, or
any amendment or supplement thereto, or in any application, and in respect of
which indemnity may be sought against the Holder pursuant to this Section 11(b),
the Holder shall have the rights and duties given to the Company, and the
Company and each other person so indemnified shall have the rights and duties
given to the indemnified parties, by the provisions of Section 11(a).

(c) To provide for just and equitable contribution, if (i) an
indemnified party makes a claim for indemnification pursuant to Section 11(a) or
11(b) (subject to the limitations thereof) but it is found in a final judicial
determination, not subject to further appeal, that such indemnification may not
be enforced in such case, even though this Agreement expressly provides for
indemnification in such case, or (ii) any indemnified or indemnifying party
seeks contribution under the Act, the Exchange Act or otherwise, then the
Company (including for this purpose any contribution made by or on behalf of any
director of the Company, any officer of the Company who signed any such
registration statement, any controlling person of the Company, and its or their
respective counsel), as one entity, and the Eligible Holders of the Eligible
Securities included in such registration in the aggregate (including for this
purpose any contribution by or on behalf of an indemnified party), as a second
entity, shall contribute to the losses, liabilities, claims, damages and
expenses whatsoever to which any of them may be subject, on the basis of
relevant equitable considerations such as the relative fault of the Company and
such Eligible Holders in connection with the facts which resulted in such
losses, liabilities, claims, damages and expenses. The relative fault, in the
case of an untrue statement, alleged untrue statement, omission or alleged
omission, shall be determined by, among other things, whether such statement,
alleged statement, omission or alleged omission relates to information supplied
by the Company or by such Eligible Holders, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement, alleged statement, omission or alleged omission. The Company and the
Holder agree that it would be unjust and inequitable if the respective
obligations of the Company and the Eligible. Holders for contribution were
determined by pro rata or per capita allocation of the aggregate losses,
liabilities, claims, damages and expenses (even if the Holder and the other
indemnified parties were treated as one entity for such purpose) or by any other
method of allocation that does not reflect the equitable considerations referred
to in this Section 11(c). In no case shall any Eligible Holder be responsible
for a portion of the contribution obligation imposed. on all Eligible Holders in
excess of its pro rata share based on the number of shares of Common Stock owned
by it (or which would be owned by it upon exercise of all Eligible Securities)
and included in such registration as compared to the number of shares of Common
Stock owned by it (or which would be owned by it upon exercise of all Eligible
Securities by all Eligible Holders) and included in such registration. No person
guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who is not guilty of
such fraudulent misrepresentation. For purposes of this Section 11(c), each
person, if any, who controls any Eligible Holder within the meaning of Section
15 of the Act or Section 20(a) of the Exchange Act-and each officer, director,
member, employee, agent and counsel of each such Eligible Holder or control
person shall have the same rights to contribution as such Eligible Holder or
control person and each. person, if any, who controls the Company within the
meaning of Section 15 of the Act or Section 20(a) of the


Exchange Act, each officer of the Company who shall have signed any such
registration statement, each director of the Company, and its or their
respective counsel shall have the same rights to contribution as the Company,
subject in each case to the provisions of this Section 11(c). Anything in this
Section 11(c) to the contrary notwithstanding, no party shall be liable for
contribution with respect to the settlement of any claim or action effected
without its written consent. This Section 11(c) is intended to supersede any
right to contribution under the Act, the Exchange Act or otherwise.

12. Representations and Warranties. The Company represents and warrants
to Holder as follows:

(a) This Warrant has been duly authorized and executed by the
Company and is a valid and binding obligation of the Company enforceable in
accordance with its terms;

(b) The shares of Common Stock issuable hereunder have been duly
authorized and reserved for issuance by the Company and, when issued in
accordance with the terms hereof, will be validly issued, fully paid and
nonassessable;

(c) The execution and delivery of this Warrant are not, and the
issuance of the shares of Common Stock upon exercise of this Warrant in
accordance with the terms hereof will not be, inconsistent with the Company's
Certificate of Incorporation or by laws, do not and will not contravene any law,
governmental rule or regulation, judgment or order applicable to the Company,
and, except for consents that have already been obtained by the Company, do not
and will not conflict with or contravene any provision of, or constitute a
default under, any indenture, mortgage, contract or other instrument of which
the Company is a party or by which it is bound or require the consent or
approval of, the giving of notice to, the registration with or the taking of any
action in respect of or by, any Federal, state or local governmental authority
or agency or other person.

13. Legend. Unless registered pursuant to the provisions of Section 10
hereof, the Warrant Shares or Conversion Shares issued upon exercise or
conversion of the Warrants shall be subject to a stop transfer order and the
certificate or certificates evidencing such Warrant Shares shall bear the
following legend:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS."

14. Reservation and Listing of Securities. The Company shall at all
times reserve and keep available out of its authorized Common Stock, solely for
the purpose of issuance upon the exercise of the Warrants, such number of Common
Stock or other securities, properties or rights as shall be issuable upon the
exercise thereof. The Company covenants and agrees that, upon exercise of the
Warrants and payment of the Exercise Price therefor, all Common Stock and other
securities issuable upon such exercise shall be duly and validly issued, fully
paid, nonassessable and not subject to the preemptive rights of any shareholder.
As long as the Warrants shall be outstanding, the Company shall use its best
efforts to cause all Common Stock issuable upon the exercise of the Warrants to
be listed on all securities exchanges and/or included in the automated quotation
system of the Nasdaq (subject to official notice of issuance) with respect to
which the Common Stock issued to the public in connection herewith may then be
listed and/or quoted.

15. Destroyed or Lost Warrants. Upon receipt of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of any Warrant (and
upon surrender of any Warrant if mutilated), and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute and deliver
to the Holder thereof a new Warrant of like date, tenor and denomination.


16. Notices to Warrant Holders. In the event of

(a) any taking by the Company of a record of the holders of any
class of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or

(b) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company or any
consolidation or merger involving the Company and any other person or any
transfer of all or substantially all the assets of the Company to any other
person, or

(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company, the Company will mail to each Holder of a Warrant a
notice specifying (i) the date or expected date on which any such record is to
be taken for the purpose of such dividend, distribution or right, and the amount
and character of such dividend, distribution or right, and (ii) the date or
expected date on which any such reorganization, reclassification,
recapitalization, consolidation, merger, transfer, dissolution, liquidation or
winding-up is to take place and time, if any such time is to be fixed, as of
which the holders of record of Common Stock (or other securities) shall be
entitled to exchange their shares of Common Stock (or other securities) for the
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, consolidation, merger, transfer,
dissolution, liquidation or winding-up. Such notice shall be mailed at least 45
days prior to the date therein specified.

17. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly given or
made at the time delivered by hand if personally delivered; five calendar days
after mailing if sent by registered or certified mail; when answered back, if
telexed; when receipt is acknowledged, if telecopied: and the next business day
after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery (except that a notice of change of address shall
not be deemed to have been given until actually received by the addressee):

(a) If to the registered Holder of the Warrants, to the address
of such Holder as shown on the books of the Company; or

(b) If to the Company, to the address set forth in Section 1
hereof or to such other address as the Company may designate by notice to the
Holders.

18. Supplements and Amendments. The Company and the Underwriter may
from time to time supplement or amend this Agreement without the approval of any
Holders of Warrants (other than the Underwriter) in order to cure any ambiguity,
to correct or supplement any provision contained herein which may be defective
or inconsistent with any provisions herein, or to make any other provisions in
regard to matters or questions arising hereunder which the Company and the
Underwriter may deem necessary or desirable and which the Company and the
Underwriter deem shall not adversely affect the interests of the Holders of
Warrants.

19. No Notice of Meetings. The Holder of any Warrant shall not have,
solely on account of such status, any rights of a stockholder of the Company,
either at law or in equity, or to any notice of meetings of stockholders or of
any other proceedings of the Company, except as provided in this Warrant.


20. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and performed within such State, without regard to the principles thereof
respecting conflicts of law.

Dated: 2/23/00

CYTOCLONAL PHARMACEUTICS INC.

By:
-----------------------------
Name:
Title:
Attest:

- -------------------------
Secretary

Acknowledged and Accepted by:

GRUNTAL & CO., LLC


By:
-----------------------------
Name:
Title:


FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to
transfer the attached Warrant.)

FOR VALUE RECEIVED, ________________________________ hereby sells,
assigns and transfers unto _____________________ a Warrant to purchase
___________ shares of Common Stock, no par value, of CYTOCLONAL PHARMACEUTICS
INC. (the "Company"), together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint ______________________ attorney
to transfer such Warrant on the books of the Company, with full power of
substitution.

Dated:
------------------------
Signature
-------------------------






NOTICE

The Signature on the foregoing Assignment must correspond to the name
as written upon the fact of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.


To: CYTOCLONAL PHARMACEUTICS INC.
9000 Harry Hines Boulevard, Suite 627
Dallas, TX 75235

ELECTION TO EXERCISE

The undersigned hereby exercises his or its rights to purchase ________
Warrant Shares covered by the within Warrant and tenders payment herewith in the
amount of $________ in accordance with the terms thereof, and requests that
certificates for such securities be issued in the name of, and delivered to:

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
(Print Name, Address and Social Security
or Tax Identification Number)

and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.

Dated: Name
---------------------------- ------------------------------
(Print)
Address:
-----------------------------------------------------------------------

------------------------------
(Signature)


To: CYTOCLONAL PHARMACEUTICS INC.
9000 Harry Hines Boulevard, Suite 627
Dallas, TX 75235

CASHLESS EXERCISE FORM
(To be executed upon conversion of the attached Warrant)

The undersigned hereby irrevocably elects to surrender its
Warrant for the number of shares of Common Stock as shall be issuable pursuant
to the cashless exercise provisions set forth in Section 2 of the within
Warrant, in respect of ____________ shares of Common Stock underlying the within
Warrant, and requests that certificates for such securities be issued in the
name of and delivered to:

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(Print, Name, Address and Social Security
or Tax Identification Number)

and, if such number of shares shall not be all the shares exchangeable or
purchasable under the within Warrant, that a new Warrant for the balance of the
Warrant Shares covered by the within Warrant be registered in the name of, and
delivered to, the undersigned at the address stated below.

Dated: Name
---------------------------- ------------------------------
(Print)
Address:
-----------------------------------------------------------------------

------------------------------
(Signature)