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 bio pharmaceutical 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 provided herein. Either party may terminate this Agreement at any time upon 60 days written notice to the other party.

4. Compensation. As payment in full for the Services, Dr. Ignarro will be granted a non-qualified stock option on the Grant Date under the CytRx Corporation 2000 Long-Tern Incentive Plan to purchase 350,000 registered shares of the Company's common stock at an exercise price equal to the closing price for the Company's common stock on Nasdaq on the Grant Date (the "Option"). The Option will have a term of seven years and will vest monthly at the rate of 4,839 shares for each day of consulting services provided by Dr. Ignarro in that month. Any unvested shares under the Option as of the date of termination of this Agreement shall be cancelled.

Compensation paid under this Agreement shall be in addition to any compensation payable to Dr. Ignarro as a director of the Company or Chairman of the SAB.

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