AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT
This Amended and Restated Professional Services Agreement, dated as of July 1, 2003, is made by and
between CytRx Corporation ("CytRx"), The Kriegsman Group, an institutional division of Financial West Group
("TKG"), and Kriegsman Capital Group ("KCG") with reference to the following facts:
A. TKG and KCG are wholly owned affiliates of Steven A. Kriegsman.
B. Pursuant to an Agreement, dated February 11, 2002 between CytRx and KCG (the "Original Agreement"),
TKG furnished certain office space ("Space") and professional services ("Services") to CytRx from July 16, 2002
through November 30, 2002 and CytRx made payments to KCG for such Space and Services, which payments
were assigned by KCG to TKG.
C. Pursuant to the Professional Services Agreement, dated as of January 29, 2003 (the "Prior Professional
Services Agreement"), CytRx, TKG and KCG revised and restated the Prior Agreement to provide that the
Space and Services are being provided by TKG to CytRx and to cover the payment to be made by CytRx to
TKG for Space and Services to be provided to CytRx subsequent to November 30, 2002.
D. CytRx, TKG and KCG wish to revise and restate the Prior Professional Services Agreement to provide for
revised payments to be made by CytRx to TKG for Services and Space for the months of April, May and June
2003 and for the assignment of TKG's lease for the Space to CytRx.
The parties hereby agree as follows:
1. Payment for Prior Period. CytRx and TKG hereby agree that the total amount owing for Services provided by
TKG during the period from April 1, 2003 through June 30, 2003 shall be $18,781.89, against which
$10,819.50 had been previously paid by CytRx and the balance of which was paid on June 19, 2003. CytRx
and TKG hereby agree that the total amount owing for Space provided by TKG during the period from April 1,
2003 through June 30, 2003 shall be $21,162.81, against which $8,427.60 had previously been paid by CytRx
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