Sample Business Contracts

Financial Consulting Agreement - CytRx Corp. and James Skalko

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THIS AGREEMENT is made and entered into as of May 10, 2003, by and between CYTRX
CORPORATION,  located at 11726 San Vicente  Blvd.,  Suite 650, Los  Angeles,  CA
90049 ("CytRx") and JAMES SKALKO,  located 1858 Bridgewater Drive, Lake Mary, FL
32746 ("Consultant").

For further consideration of the mutual promises and covenants contained herein,
the parties hereto agree as follows:

     1. SERVICES.

         (a)      CytRx hereby hires and employs  Consultant  as an  independent
                  contractor;  and Consultant does hereby accept its position as
                  an  independent   contractor  to  CytRx  upon  the  terms  and
                  conditions hereinafter set forth.

         (b)      Consultant  will  perform  financial  advisory  services  on a
                  non-exclusive basis. Such services will be performed on a best
                  efforts basis and will include the following:

                  (1)      Introduction  of CytRx to brokerage  firms to discuss
                           potential investment banking relationships:

                  (2)      Identification   of  and  introduction  to  potential
                           merger or acquisition candidates;

                  (3)      Assistance to CytRx with capital  structuring and the
                           placement of new debt and equity securities;

                  (4)      Any such other activities as the parties may mutually
                           agree to,  all with the  objective  of  accomplishing
                           CytRx's business and financial goals.

         (c)      Consultant  shall devote such time as, in the sole  discretion
                  of the Consultant, to the performance of his duties, is needed
                  to fulfill his duties under all of the terms and conditions of
                  this Agreement.

         (d)      Both parties intend this  Agreement to be a personal  contract
                  and Consultant shall not assign or delegate any rights, duties
                  or obligations  arising under this Agreement without the prior
                  written  consent of CytRx,  which  consent  may be withheld in
                  CytRx's sole discretion.


         Except as  expressly  provided  herein,  neither  CytRx nor any parent,
subsidiary,  or affiliate of CytRx or joint  venture in which CytRx an interest,
shall be liable for any payment to Consultant.

         (a)      CytRx  shall  pay  to  Consultant   upon   execution  of  this
                  Agreement,  a one time  retainer  fee of  100,000  restrictive
                  common shares. During the term of Consultant's  services.  For
                  further compensation of services rendered, Consultant shall be
                  given  200,000  two-year  warrants  exercisable  at $1.00  per
                  shares.  Such shares  shall be fully paid and non  assessable,
                  issued pursuant to a valid board of director's  resolution and
                  plan of compensation, adopted by CytRx, in accordance with the
                  laws of the State of Florida and California and all applicable
                  federal securities laws.

         (b)      Consultant shall be reimbursed by CytRx for all costs incurred
                  by Consultant in the  performance of his duties,  as set forth
                  in Section 1(b). Consultant will agree to obtain prior written
                  approval for any expense item in excess of $200.00.

         (c)      Requests by Consultant for  reimbursement  of expenses must be
                  accompanied  by an itemization of such expenses and reimbursed
                  within thirty (30) days of Consultant submission.

         (d)      All  compensation  and expense  reimbursements  are subject to
                  audit by CytRx upon request by CytRx and Consultant  agrees to
                  cooperate fully with CytRx in the event of such a request.


         (e)      Piggyback  Registration Rights. If CytRx, during the period of
                  time from May 10, 2003 to May 9, 2004 files a new Registration
                  Statement  on Form S-3 under the  Securities  Act of 1933,  as
                  amended,  covering the sale of any CytRx's Common Stock,  then
                  on  each  such  occasion,  CytRx  shall  include  in any  such
                  Registration  Statement the shares of Common Stock  previously
                  issued to  Consultant,  provided that such shares are eligible
                  for inclusion in the Form S-3 and that  Consultant is eligible
                  under NASD regulations.


              The term of this  Agreement  shall commence May 10, 2003 and shall
              automatically terminate effective May 9, 2004.

              (a) Consultant  shall  have  the  right  to full  compensation  as
                  defined in Section 2 (a) and may terminated  this Agreement at
                  any  time  without  notice  (i) for  illegal  acts or  willful
                  neglect on the part of Cytrx or CytRx's agents or employees or
                  (ii) in the event any representation,  warranty,  covenant, or
                  agreement of CytRx  contained in this Agreement shall prove to
                  be  inaccurate  in whole or in part or (iii) in the event that
                  CytRx  materially  breaches any of its obligations  under this

     4.  In  connection  with  the  performance  of this  Agreement,  CytRx  and
         Consultant  shall  comply  with all  applicable  laws and  regulations,
         including,  without  limitation,  those of the National  Association of
         Securities Dealers, Inc. and the Securities Exchange Commission.

     5.  This  Agreement  may  not  be  executed  in  counterparts  and  by  fax
         transmission, each counterpart being deemed an original.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year
first above written.

CYTRX CORPORATION                         CONSULTANT

By: /s/ Steve Kriegsman                   By: /s/ James Skalko
    -------------------                       --------------------------------
     Steve Kreigsman                          James Skalko