SETTLEMENT AND RELEASE AGREEMENT
This Settlement and Release Agreement ("Agreement") is made and entered into as of May 10, 2004 (the
"Effective Date"), by and between CytRx Corporation, a Delaware corporation (the "Company"), and MBN
Consulting, LLC, a Florida limited liability company ("MBN"), with respect to the following facts:
A. The Company and MBN entered into a Consulting Agreement, dated as of December 1, 2003 (the
"Consulting Agreement"), whereby MBN was to represent the Company on a non-exclusive basis in investors'
communications and to consult with management concerning the Company's activities.
B. Pursuant to the Consulting Agreement, the Company has paid to MBN $20,000 in cash consulting fees and
issued a warrant to MBN to purchase 600,000 shares of the Company's common stock, $0.01 par value
("Common Stock"), at a purchase price per share of $2.25 per share, with such warrant being vested and
exercisable as to 100,000 shares of the Company's Common Stock as of December 1, 2003, and the balance of
500,000 shares exercisable upon the Company meeting certain requirements for listing of its Common Stock on
the Nasdaq National Market on or before June 30, 2004 (the "Original Warrant").
C. Thereafter, various disputes ensued among the parties, and thus the parties now seek to terminate the
Consulting Agreement and enter into this Agreement to settle fully and finally, in the manner set forth herein, all
differences between them which have arisen, or which may arise, prior to, or at the time of the execution of this
Agreement, including any and all claims and controversies arising out of the Consulting Agreement.
NOW, THEREFORE, in consideration of the premises and promises contained in this Agreement, the sufficiency
of which the parties hereto acknowledge, the parties hereto hereby agree as follows:
1. SETTLEMENT AND TERMINATION OF CONSULTING AGREEMENT. Upon execution of this
Agreement, (a) MBN shall forgive any and all sums due and owed by the Company und