0000898430-02-004203 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2002 • Cytrx Corp • Biological products, (no disgnostic substances) • California

This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into this day of May, 2002, and is effective as of the Effective Time (as defined in Section 4 hereof), by and between CytRx Corporation, a Delaware corporation (“Employer”) and Steven A. Kriegsman, an individual and resident of the State of California (“Employee”), and this Agreement hereby replaces and supersedes the Employment Agreement dated as of February 11, 2002 between Employer and Employee.

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CYTRX CORPORATION LETTERHEAD] February 11, 2002
Office Space Agreement • November 14th, 2002 • Cytrx Corp • Biological products, (no disgnostic substances) • California

This letter reflects the agreement between Kriegsman Capital Group, LLC (“KCG”) and CytRx Corporation (“CytRx”) with respect to the payment of rent for office space and other related expenses in connection with your employment as CytRx’s Chief Executive Officer after the closing of the acquisition of Global Genomics Capital, Inc. (“GGC”) by CytRx via a merger of GGC Merger Corporation (“Merger Sub”) with and into GGC pursuant to that certain Agreement and Plan of Merger of even date herewith (the “Merger Agreement”) among CytRx, GGC and Merger Sub.

MARKETING AGREEMENT
Marketing Agreement • November 14th, 2002 • Cytrx Corp • Biological products, (no disgnostic substances) • California

THIS AGREEMENT (the “Agreement”) made and entered into this 14th day of August, 2002, by and between MADISON & WALL WORLDWIDE, INC., located at 195 Wekiva Springs Road, Suite 200, Longwood, Florida 32779 (hereinafter referred to as “M&W”) and CYTRX CORPORATION, located at 11726 San Vicente Blvd., Suite 650, Los Angeles 90049 (hereinafter referred to as the “Company”).

CAPPELLO CAPITAL CORP. Investment Bankers
Engagement Agreement • November 14th, 2002 • Cytrx Corp • Biological products, (no disgnostic substances)

This letter shall confirm the extension of the Engagement Agreement (the “Agreement”) dated as of December 12, 2000 (the “Agreement”), by and between Cappello Capital Corp. (“Advisor”) and CytRx Corporation (“Company”). The amendments are as follows:

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