EFFECTIVE DATE: February 9, 2004
CONSULTANT: The Investor Relations Group, Inc. ("Consultant")
CONSULTANT'S ADDRESS: 11 Stone Street, 3rd Floor New York, NY 10004
TERM: Six (6) months, renewable at the option of the Company
SERVICES: Investor relations and public relations services that, at the sole and exclusive discretion of the
Company, may include, without limitation, overall management of the corporate communications program;
designing a corporate fact sheet that can readily be mass-produced for distribution to brokers, analysts and other
industry personnel; securing one-on-one and group appointments with industry professionals for presentations by,
for, and about Company management; targeted mailings; assistance with compiling promotional materials; writing
and editing news releases and other corporate materials; advice on packaging the Company's story; writing pitch
letters to and solicitation of the appropriate media and press; syndicated stories; and daily update reports.
FEE: $12,000 per month. In addition, the Company shall deliver to Consultant, for investment purposes,
100,000 restricted shares of the Company's Common Stock (the "Stock"). In the event that the Company elects,
in writing, to renew this Agreement, it shall deliver to Consultant an additional 100,000 restricted shares of the
Company's Common Stock. Consultant acknowledges and agrees that any shares issued pursuant to this
Agreement may not be resold into the public market for a period of at least twelve (12) months.
The foregoing terms are defined as indicated in the Consulting Agreement.
This Consulting Agreement ("Agreement") is made as of the Effective Date between Consultant and CytRx
Corporation, a Delaware corporation (the "Company," and together with the Consultant, the "Parties").
WHEREAS, the Company desires, during the Term to engage the Consultant to provide certain services to the
Company, and the Consultant is willing to provide such