INVESTMENT BANKING AGREEMENT
THIS AGREEMENT is made as of this February ___, 2004, by and between CytRx, a Delaware Corporation
having its principal office at 11726 San Vicente Boulevard Suite 650 Los Angeles , California 90049 (the
"Company"), and GUNN ALLEN FINANCIAL, INC., a Florida corporation having an office at 1715 N.
Westshore Boulevard, Suite 700, Tampa, Florida 33607 ("GAF").
In consideration of the mutual premises contained herein and on the terms and conditions hereinafter set forth, the
Company and GAF agree as follows:
1. PROVISION OF SERVICES. The Company hereby retains GAF and GAF hereby accepts such retention to
perform consulting services related to corporate finance and investment banking matters. The Company may
concurrently obtain corporate finance and investment banking services from other parties and GAF may provide
such services to other parties, provided that those parties are not actively involved in the research and
development of products based on RNAi interference. GAF shall undertake all reasonable efforts to perform for
the Company the duties described herein. In this regard, GAF shall devote such time and attention to the business
of the Company as shall be determined by GAF, in its sole discretion.
(A) GAF agrees, to the extent reasonably required in the conduct of the business of the Company, and at the
Company's written request to GAF's Senior Vice President of Corporate Finance (or such other similarly
qualified person designated by GAF), to provide consulting services to the Company, including the following:
(1) advice with respect to the capital markets and the structuring of and sources of funds for private placements
and other financing transactions (provided that if the Company elects to have GAF act as a placement agent or in
any other capacity for the Company in any financing transaction and GAF agrees to act in such capacity, the
compensation in addition to that already paid to GAF under this Agreement to be paid to GAF for acting