AGREEMENT



This Agreement (this "Agreement"), dated as of July 17, 2003, is entered into by

and between CytRx  Corporation,  a Delaware  corporation (the "Company") and Dr.

Louis J. Ignarro ("Dr. Ignarro") with reference to the following facts:



         A. The Company is engaged in the development and  commercialization  of

biopharmaceutical products in a variety of therapeutic categories.



         B. Dr. Ignarro,  in addition to being a Nobel Laureate in Physiology or

Medicine and a  distinguished  professor of  pharmacology  in the  department of

molecular and medical  pharmacology at the UCLA School of Medicine,  is a member

of the Company's  Board of Directors  and Chairman of the  Company's  Scientific

Advisory Board (the "SAB").



         C. The  Company and Dr.  Ignarro  desire to expand Dr.  Ignarro's  role

within the Company and to enter into a  relationship  whereby Dr.  Ignarro  will

serve as the Company's Chief Scientific Spokesperson,  pursuant to the terms and

provisions contained in this Agreement.



         The parties agree as follows:



1.  Description  of Services.  During the term of this  Agreement,  Dr.  Ignarro

agrees to serve as the Company's  Chief  Scientific  Spokesperson to the medical

and financial  communities.  In connection  with his role as the Company's Chief

Scientific  Spokesperson,  Dr.  Ignarro  will  provide  the  following  services

("Services"):



              (a) Attending  scientific  conferences  and meetings of investment

bankers,  financial  analysts and other  members of the  financial  community at

domestic or European  locations to discuss the Company's  scientific affairs and

products;



              (b)  Meeting  with  various  media  sources who are  covering  the

Company;



              (c) Assisting the Company in preparing and making  periodic public

statements regarding the Company and its products; and



              (d) Providing such other services as a Chief Scientific  Spokesman

that shall be reasonably requested by the Company.



         2.   Time   Commitment.   Subject   to   Dr.   Ignarro's   professional

responsibilities  at the UCLA School of Medicine  and other  scheduled  business

commitments,  Dr. Ignarro agrees to make himself reasonably available to perform

the Services  under this  Agreement.  The parties  expect that Dr.  Ignarro will

spend  approximately  three  days per  month  serving  as the  Chief  Scientific

Spokesman,   in  addition  to  time  spent  by  Dr.   Ignarro   fulfilling   his

responsibilities as a member of the Company's Board of Directors and Chairman of

the SAB. The parties agree that there will be no minimum  number of days of work

per month required under this Agreement.



         3. Term,  Termination  and  Renewal.  The term of this  Agreement  will

commence on the date of this  Agreement and will continue for two years from the

date on which the option described in Section 4 is awarded to Dr. Ignarro by the

Company's  Compensation Committee (the "Grant Date") unless terminated sooner as

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