FINANCIAL CONSULTING AGREEMENT
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
(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 Agreeme