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                                                                    EXHIBIT 10.5

                                    AGREEMENT

This Agreement (this "Agreement"), dated as of July 17, 2003, is entered into by
and between CytRx  Corporation,  a Delaware  corporation (the "Company") and Dr.
Louis J. Ignarro ("Dr. Ignarro") with reference to the following facts:

         A. The Company is engaged in the development and  commercialization  of
biopharmaceutical products in a variety of therapeutic categories.

         B. Dr. Ignarro,  in addition to being a Nobel Laureate in Physiology or
Medicine and a  distinguished  professor of  pharmacology  in the  department of
molecular and medical  pharmacology at the UCLA School of Medicine,  is a member
of the Company's  Board of Directors  and Chairman of the  Company's  Scientific
Advisory Board (the "SAB").

         C. The  Company and Dr.  Ignarro  desire to expand Dr.  Ignarro's  role
within the Company and to enter into a  relationship  whereby Dr.  Ignarro  will
serve as the Company's Chief Scientific Spokesperson,  pursuant to the terms and
provisions contained in this Agreement.

         The parties agree as follows:

1.  Description  of Services.  During the term of this  Agreement,  Dr.  Ignarro
agrees to serve as the Company's  Chief  Scientific  Spokesperson to the medical
and financial  communities.  In connection  with his role as the Company's Chief
Scientific  Spokesperson,  Dr.  Ignarro  will  provide  the  following  services
("Services"):

              (a) Attending  scientific  conferences  and meetings of investment
bankers,  financial  analysts and other  members of the  financial  community at
domestic or European  locations to discuss the Company's  scientific affairs and
products;

              (b)  Meeting  with  various  media  sources who are  covering  the
Company;

              (c) Assisting the Company in preparing and making  periodic public
statements regarding the Company and its products; and

              (d) Providing such other services as a Chief Scientific  Spokesman
that shall be reasonably requested by the Company.

         2.   Time   Commitment.   Subject   to   Dr.   Ignarro's   professional
responsibilities  at the UCLA School of Medicine  and other  scheduled  business
commitments,  Dr. Ignarro agrees to make himself reasonably available to perform
the Services  under this  Agreement.  The parties  expect that Dr.  Ignarro will
spend  approximately  three  days per  month  serving  as the  Chief  Scientific
Spokesman,   in  addition  to  time  spent  by  Dr.   Ignarro   fulfilling   his
responsibilities as a member of the Company's Board of Directors and Chairman of
the SAB. The parties agree that there will be no minimum  number of days of work
per month required under this Agreement.

         3. Term,  Termination  and  Renewal.  The term of this  Agreement  will
commence on the date of this  Agreement and will continue for two years from the
date on which the option described in Section 4 is awarded to Dr. Ignarro by the
Company's  Compensation Committee (the "Grant Date") unless terminated sooner as
provided  herein.  Either party may terminate this Agreement at any time upon 60
days written notice to the other party.

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         4. Compensation.  As payment in full for the Services, Dr. Ignarro will
be  granted a  non-qualified  stock  option on the  Grant  Date  under the CytRx
Corporation 2000 Long-Tern  Incentive Plan to purchase 350,000 registered shares
of the  Company's  common stock at an exercise  price equal to the closing price
for the Company's  common stock on Nasdaq on the Grant Date (the "Option").  The
Option  will have a term of seven  years and will  vest  monthly  at the rate of
4,839 shares for each day of consulting services provided by Dr. Ignarro in that
month.  Any unvested  shares under the Option as of the date of  termination  of
this Agreement shall be cancelled.

         Compensation  paid under this  Agreement  shall be in  addition  to any
compensation  payable to Dr. Ignarro as a director of the Company or Chairman of
the SAB.

         5.  Expenses.  The Company shall  reimburse Dr.  Ignarro within 15 days
following receipt of appropriate  documentation for all reasonable out-of-pocket
expenses  actually  incurred  relating to Dr.  Ignarro's  provision of Services,
including  without  limitation,   airfare,  hotel  and  other  travel  expenses;
provided,  however,  that the  Company  shall  approve in advance in writing any
expenditure in excess of $500.

         6. Independent Contractor.  Dr. Ignarro's relationship with the Company
will be that of an  independent  contractor  and not  that of an  employee.  Dr.
Ignarro shall have no authority to enter into contracts that bind the Company or
create  obligations on the part of the Company unless  otherwise first agreed by
the  Company  and  Dr.   Ignarro  in  writing.   Dr.  Ignarro  shall  have  full
responsibility  for  applicable  withholding  taxes for all of his  compensation
under this  Agreement and for compliance  with all applicable  state and federal
regulations with respect to the his self-employment as a consultant.

         7. Relationship to Other Commercial Entities.  The Company acknowledges
that Dr. Ignarro may serve on the Board of Directors or the Scientific  Advisory
Boards of other  companies and may serve as a consultant  to other  companies on
scientific or FDA matters.  However,  Dr. Ignarro agrees that during the term of
this Agreement he will not serve as the Chief Scientific Spokesman for any other
company that is involved in the fields of RNAi, ALS, diabetes II/obesity, cancer
or HIV vaccine technology.

         8. Recognition of University Affiliation. The Company acknowledges that
Dr.  Ignarro is an  employee  of UCLA and is  subject  to the  UCLA's  policies,
including policies concerning consulting, conflicts of interest and intellectual
property.  If Dr. Ignarro is required by the University,  pursuant to applicable
guidelines  and  policies,  to make  any  disclosure  or take  any  action  that
conflicts  with  the  Services  provided  by Dr.  Ignarro  hereunder  or that is
contrary to the terms of this  Agreement,  Dr. Ignarro agrees to promptly notify
the Company of such  obligation,  specifying  the nature of such  disclosure  or
action and identifying the applicable guideline or policy under which disclosure
or action is required, prior to making such disclosure or taking such action.

         9. Provisions Under SAB Agreement.  Notwithstanding any other provision
in this Agreement, Dr. Ignarro acknowledges that he continues to be bound by the
SAB Agreement by and between the Company and Dr. Ignarro,  dated  ______________
(the  "SAB  Agreement"),   including   Sections  4,  5  and  7,  which  address,
respectively, Confidential Information, Non-compete/Nonsolicitation, and License
and Assignment of Rights.



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         10. Use of name, picture,  quotations.  The Company may use and publish
Dr.  Ignarro's name or picture in all media and types of advertising,  promotion
and press releases in connection  with the Company's  business and the Services.
The  Company  may quote and publish in any medium Dr.  Ignarro's  statements  in
connection  with the Company,  its activities or products.  Any press release or
other  publication  made by the Company that quotes Dr. Ignarro or uses his name
shall be subject to his prior approval (which will not be unreasonably  withheld
or delayed),  except for any disclosures that the Company's  counsel  determines
are required by law.

         11. No Conflict. Dr. Ignarro represents that his performance of all the
terms of this Agreement and that his appointment as a Chief Scientific Spokesman
of the  Company do not and will not breach  any  agreement  that he has with any
other party.

         12. Miscellaneous.

              (a) Amendments and Waivers.  This Agreement may only be amended by
a writing executed by both parties.

              (b) Entire Agreement. Except for the SAB Agreement, this Agreement
constitutes  the entire  agreement  between the parties and  supersedes all oral
negotiations  and prior writings with respect to the subject matter hereof.  The
parties  agree that any rule of law or any legal  decision  that  would  require
interpretation  of any claimed  ambiguities in this Agreement  against the party
that drafted it has no application and is expressly waived.

              (c)  Choice  of Law.  This  Agreement  shall  be  governed  by and
construed in accordance with the laws of the State of California  without giving
effect to principles of conflict of laws.

              (d) Dispute Resolution. Any dispute arising under or in connection
with any matter related to this Agreement or any other related  agreement  shall
be  resolved  exclusively  by  binding  arbitration.  The  arbitration  will  be
conducted  in  conformity   with  the  rules  and  procedures  of  the  American
Arbitration Association. The parties agree to be subject to the jurisdiction and
venue  of  the  arbitration  in  Los  Angeles,  California.  The  ruling  of the
arbitrator  shall be final  and  binding  on the  parties  with  respect  to the
dispute. This provision will survive termination of this Agreement.

              (e) Attorneys'  Fees. If any arbitration or other legal proceeding
is brought to enforce or interpret the provisions of this Agreement or as to the
rights or obligations of any party to this  Agreement,  the prevailing  party in
such action  shall be entitled to recover  its  reasonable  attorneys'  fees and
costs.

              (f) Severability.  If any or several  provisions of this Agreement
are  held to be  unenforceable  under  applicable  law,  the  parties  agree  to
renegotiate  such provision in good faith.  In the event that the parties cannot
reach a mutually agreeable and enforceable replacement for such provision,  such
provision shall be severed and the remaining  provisions  shall continue in full
force and effect.

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              (g) No  Assignment.  Neither  party may  delegate  or  assign,  as
applicable,  its rights and obligations  under this Agreement  without the other
party's prior written consent, except that the Company may assign its rights and
obligations  under this Agreement in connection  with a merger of the Company or
the sale of all or substantially all of its assets.

         13. Advice of Counsel.  EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS
AGREEMENT,  SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT
LEGAL  COUNSEL,  AND HAS READ AND  UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF
THIS  AGREEMENT.  THIS  AGREEMENT  SHALL NOT BE  CONSTRUED  AGAINST ANY PARTY BY
REASON OF THE DRAFTING OR PREPARATION THEREOF.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.

                                CYTRX CORPORATION


                                By: /s/ Steven A. Kriegsman
                                    --------------------------------------------
                                    Steven A. Kriegsman, Chief Executive Officer




                                /s/ Louis J. Ignarro
                                -----------------------------------------------
                                Dr. Louis J. Ignarro