EXHIBIT 10.10

                       PREFERRED STOCK PURCHASE AGREEMENT

         THIS PREFERRED STOCK PURCHASE  AGREEMENT (this  "Agreement") is made as
of September 16, 2003 by and among  Araios,  Inc., a Delaware  corporation  (the
"Company"), and CytRx Corporation, a Delaware Corporation (the "Purchaser").

         WHEREAS the Company  desires to issue and sell to the Purchaser and the
Purchaser  desires to purchase on the terms and  subject to the  conditions  set
forth in this  Agreement  two  thousand  (2,000)  shares (the  "Shares")  of the
Company's  Series A Convertible  Preferred Stock, par value $0.01 per share (the
"Series A Preferred Stock");

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants contained in this Agreement the parties hereto agree as follows:

                                   ARTICLE 1

                  PURCHASE AND SALE OF SERIES A PREFERRED STOCK

         1.1  Authorization  of Series A Preferred  Stock.  The Company  has, or
before the Closing (as hereinafter  defined) will have,  authorized the issuance
and sale of the  Shares of its Series A  Preferred  Stock,  having  the  rights,
restrictions,  privileges  and  preferences  as set  forth  in the  Amended  and
Restated   Certificate  of  Incorporation  of  the  Corporation  (the  "Restated
Certificate") attached to this Agreement as Exhibit A.

         1.2  Closing.  Subject  to the terms and  conditions  set forth in this
Agreement,  at the Closing the Company agrees to issue and sell to the Purchaser
and the Purchaser agrees to purchase from the Company the Shares,  at a purchase
price of $3,500 per share,  for an aggregate  purchase price of $7,000,000  (the
"Aggregate Purchase Price").  The closing of the purchase and sale of the Shares
(the "Closing") shall take place at the offices of Mintz,  Levin,  Cohn, Ferris,
Glovsky and Popeo,  P.C., One Financial Center,  Boston, MA 02111, at 10:00 A.M.
on September  17, 2003 or at such time and date  thereafter as the Purchaser and
the Company may agree (the  "Closing  Date").  At the Closing,  the Company will
deliver to the Purchaser a certificate for the Shares registered in its name (or
its nominee),  against a transfer of funds to the account of the Company by wire
transfer representing the Aggregate Purchase Price.

                                   ARTICLE 2

                  THE COMPANY'S REPRESENTATIONS AND WARRANTIES

         In order to induce the  Purchaser to enter into this  Agreement  and to
consummate the transactions  contemplated hereby, the Company (with the personal
knowledge of Dr. Michael P. Czech and Mark A. Tepper,  Ph.D. being  attributable
to the Company) hereby makes the following representations and warranties to the
Purchaser effective as of the date hereof:

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         2.1  Incorporation,  Standing and  Qualification  of the  Company.  The
Company  is a  corporation  duly  incorporated,  validly  existing  and in  good
standing  under the laws of the State of  Delaware.  The Company  has  requisite
power and authority to own, lease and operate its properties and to carry on its
business as now being conducted and as proposed to be conducted.

         2.2   Subsidiaries.   The  Company  does  not  (i)  own  of  record  or
beneficially,  directly or  indirectly,  (A) any shares of capital  stock of any
other  corporation or (B) any participating  interest in any partnership,  joint
venture or other non-corporate business enterprise, or (ii) control, directly or
indirectly, any other entity.

         2.3 Corporate Power and Authority.  The Company has the requisite power
and  authority  to execute and deliver  this  Agreement,  the Shares,  and other
agreements  and the  certificates  contemplated  hereby  to  which it is a party
(collectively,  the "Related Agreements"),  to perform its obligations hereunder
and  thereunder  and to  engage  in the  transactions  contemplated  hereby  and
thereby.  The execution  and delivery of this  Agreement and each of the Related
Agreements  by the  Company  and  the  consummation  by it of  the  transactions
contemplated  hereby and  thereby  have been duly  authorized  by all  necessary
corporate action and no further action is required by the Company,  its Board of
Directors  or its  stockholders  in  connection  with such  authorization.  This
Agreement  has been duly  executed and  delivered and is, and upon the execution
and  delivery  thereof  the Shares and each of the Related  Agreements  will be,
legal, valid and binding  obligations of the Company,  enforceable in accordance
with their terms,  subject to laws of general  application  from time to time in
effect affecting  creditors'  rights and the exercise of judicial  discretion in
accordance with general equitable principles.

         2.4  Certificate  of  Incorporation  and By-Laws.  The Company has made
available to the Purchaser true,  correct and complete copies of its Certificate
of Incorporation and By-Laws,  and all amendments to and restatements of each as
of the date hereof.  Prior to the Closing, the Company shall have properly filed
the Restated  Certificate to permit the Company to fulfill its obligations under
this Agreement.

         2.5 Litigation; Compliance with Laws.

                  (a) Litigation.  There is no action, suit, claim,  litigation,
         proceeding, investigation,  arbitration or governmental inquiry, at law
         or in equity,  or before or by any federal,  state,  municipal or other
         governmental   department,   commission,   board,  bureau,   agency  or
         instrumentality,  domestic or foreign, or arbitration involving private
         parties (collectively,  a "Proceeding") pending or, to the knowledge of
         the Company,  threatened  against the Company or  affecting  any of its
         properties or assets.  There are no  Proceedings  pending or, or to the
         Company's  knowledge,  threatened  which might call into  question  the
         validity  of this  Agreement,  any of the  Shares,  any of the  Related
         Agreements  or any  action  taken or to be  taken  pursuant  hereto  or
         thereto.

                  (b)  Compliance  with Laws. The Company has complied with, and
         is not in violation of or in default  (with due notice or lapse of time
         or both) with respect to, all laws,  governmental  rules,  governmental
         regulations,    governmental   orders,   judgments,   decrees,   writs,


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         injunctions  and  awards  of any  arbitration,  court  or  governmental
         authority   applicable  to  it  and  its  business,   as  conducted  or
         contemplated  to be  conducted,  except  where such  failure to comply,
         violation  or default  would not have,  or be  reasonably  expected  to
         result in, either individually or in the aggregate,  a material adverse
         effect  on the  business,  financial  condition,  assets,  liabilities,
         contractual  rights or prospects  of the Company (a  "Material  Adverse
         Effect").  The Company  has, or can obtain on  commercially  reasonable
         terms, all material permits,  licenses and other rights, privileges and
         authorizations   (including  all  licenses  of  technologies  from  the
         University  of  Massachusetts  Medical  School  ("UMMS"))  required  to
         conduct its  business,  as conducted or  contemplated  to be conducted,
         except where failure to have any such franchises,  permits, licenses or
         other  rights,  privileges  or  authorizations  would not  have,  or be
         reasonably  expected  to  result  in,  either  individually  or in  the
         aggregate,  a  Material  Adverse  Effect.  There  is no  existing  law,
         governmental  rule,   governmental  regulation  or  governmental  order
         applicable to or binding upon the Company, and the Company is not aware
         of any proposed  law,  governmental  rule,  governmental  regulation or
         governmental  order,  whether federal or state, which would prohibit or
         materially restrict the Company from, or otherwise materially adversely
         affect the Company in,  conducting its business in any  jurisdiction in
         which it is now conducting business.

         2.6  Conflicting  Agreements;  Violations  of Charter  Provisions.  The
Company is not bound by any agreement or instrument or subject to any charter or
other corporate restriction which materially and adversely affects the business,
properties, operations, condition, prospects or affairs, financial or otherwise,
of the Company. The Company is not in violation or default of its Certificate of
Incorporation,  By-laws  or  other  corporate  restriction,  or of any  material
agreement  or  instrument  to  which  it is a party or by which it or any of its
assets is bound, where any such violation,  noncompliance or default would have,
or be reasonably expected to result in, either individually or in the aggregate,
a Material Adverse Effect.  Neither the authorization,  execution,  delivery and
performance of this Agreement or the Related Agreements,  nor the sale, issuance
and delivery of the Shares, nor the consummation of the transactions  herein and
therein contemplated, nor the fulfillment of or compliance with the terms hereof
and thereof,  will  conflict with or result in a breach or default of any of the
terms of the charter or By-laws or any other  corporate  restriction,  or of any
statute, law, rule or regulation, or of any judgment,  decree, writ, injunction,
order or award of any  arbitrator,  court or governmental  authority,  or of any
material  provision of any agreement or  instrument,  which is applicable to the
Company or by which the Company or any of its assets is bound,  or  constitute a
material  default  thereunder,  or result in the creation or  imposition  of any
material Lien upon any of the assets of the Company.

         2.7   Governmental   Approvals.   Subject  to  the   accuracy   of  the
representations  and  warranties  of the  Purchaser  set forth in  Article 3, no
registration  or filing with,  or consent or approval of or other action by, any
federal,  state or other  governmental  agency or  instrumentality,  domestic or
foreign,  under  laws and  regulations  thereof  as now in  effect is or will be
necessary for the valid  execution,  delivery and  performance by the Company of
this  Agreement,  or any of the  Related  Agreements,  the  issuance,  sale  and
delivery of the Shares and the Conversion Shares (as defined in Section 2.8(a)),
other than filings  pursuant to state securities laws (all of which filings have
been made by the Company or will be made  within the period of time  required by
such state securities laws) in connection with the sale of the Shares.


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         2.8 Capitalization; Status of Capital Stock.

                  (a) The authorized  capital of the Company  (immediately prior
         to the  Closing  but after  the  filing  of the  Restated  Certificate)
         consists of (a) 5,000  shares of Common  Stock,  of which,  immediately
         after the Closing,  (i) 100 shares will be issued and  outstanding  and
         (ii) at least 2,000 shares will be reserved for the  conversion  of the
         Shares,  and (b) 2,000 shares of preferred  stock,  $0.01 par value per
         share,  all of which will have been  designated as Series A Convertible
         Preferred Stock and which, immediately after the Closing, 2,000 will be
         issued and outstanding.  All the outstanding shares of capital stock of
         the Company have been duly authorized, are validly issued and are fully
         paid and  non-assessable.  As of immediately prior to the Closing,  the
         designations, powers, preferences, rights, qualifications,  limitations
         and  restrictions  in respect of the  authorized  capital  stock of the
         Company will be as set forth in the Restated Certificate,  and all such
         designations, powers, preferences, rights, qualifications,  limitations
         and  restrictions  will  be  valid,  binding  and  enforceable  and  in
         accordance  with all  applicable  laws.  The  Shares,  when  issued and
         delivered in accordance with the terms hereof, and the shares of Common
         Stock when issued and delivered  upon the  conversion of the Shares (as
         adjusted from time to time in accordance the Restated Certificate,  the
         "Conversion  Shares"),  will be duly authorized,  validly issued, fully
         paid and  non-assessable  and will be free  and  clear of all  Liens or
         restrictions  imposed by or through the Company  except as set forth in
         this Agreement.  Immediately after the Closing,  the shares of Series A
         Preferred  Stock held by the Purchaser will represent not less than 95%
         of the  outstanding  shares  of  Common  Stock,  calculated  on a Fully
         Diluted  Basis.  The  Conversion  Shares  have been duly  reserved  for
         issuance.

                  (b) Set forth in Schedule  2.8(b) is a true and complete  list
         of the  number of shares of  Common  Stock or other  securities  of the
         Company which, as of immediately after the Closing will be held by each
         stockholder  of the Company.  Except for the Shares and as set forth in
         Schedule 2.8(b), there are no subscriptions, options, warrants or other
         rights  (contingent  or  otherwise)  to purchase or  otherwise  acquire
         shares of capital stock or other securities of the Company  authorized,
         issued or outstanding, nor is the Company obligated in any other manner
         to issue shares of its capital stock, subscriptions, warrants, options,
         convertible  securities,  or other  such  rights  or to  distribute  to
         holders of any of its equity securities any evidence of indebtedness or
         asset. Except as set forth in Schedule 2.8(b), there are no outstanding
         shares of capital stock or other securities of the Company.

                  (c) Except as  contemplated  by this Agreement or set forth in
         the Restated Certificate, (i) there are no restrictions on the transfer
         of shares of capital  stock of the Company  other than those imposed by
         relevant  state  and  Federal   securities  laws;  (ii)  there  are  no
         agreements,  understandings,  proxies,  trusts  or other  collaborative
         arrangements  concerning the voting, pledge or purchase and sale of the
         capital  stock of the  Company;  (iii) no holder of any security of the
         Company is entitled to preemptive,  first refusal or similar  statutory
         or  contractual  rights,  either  arising  pursuant to any agreement or
         instrument  to which the  Company  is a party,  or which are  otherwise
         binding upon the Company, or to the best of the Company's knowledge, to
         which  any  other  Person  is a  party;  and (iv)  the  Company  has no
         obligation  (contingent or otherwise) to purchase,  redeem or otherwise
         acquire any of its equity  securities or any interest therein or to pay
         any dividend or make any other distribution in respect thereof.


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<PAGE>

                  (d) Assuming that the  representations  and  warranties of the
         Purchaser  contained in Article 3 of this Agreement are true, it is not
         necessary in connection with the offer, sale and delivery of the Shares
         in the manner  contemplated by this Agreement to register the Shares or
         the  Conversion  Shares under the  Securities  Act or under  applicable
         state  securities or Blue Sky laws  regulating  the issuance or sale of
         securities.

         2.9 Liabilities. Except for covenants and other obligations referred to
herein, the Company does not have any material liabilities or obligations of any
nature (absolute, accrued, contingent or otherwise).

         2.10 Broker's  Fees. No fees or  commissions  or similar  payments with
respect  to the  transactions  contemplated  by this  Agreement  of the  Related
Agreement  have been  paid or will be  payable  by the  Company  to any  broker,
financial advisor, finder, investment banker or bank.

         2.11  Transactions  With  Affiliates.  Except for  covenants  and other
obligations referred to herein, none of the officers,  directors or employees of
the Company, or any of their respective affiliates,  is presently a party to any
transaction with the Company.

         2.12  Contracts.  Except as  described  on  Schedule  2.13 there are no
contracts, agreements, arrangements, understandings, leases, subleases, license,
sublicenses,  instruments of indebtedness or commitments,  in each case, whether
oral or written, to which the Company is a party or by which it or its assets is
bound or affected.

         2.13 Employees.  The Company has no officers,  employees or consultants
other than Dr. Michael P. Czech and Mark A. Tepper,  Ph.D., or any employment or
consulting agreements with Dr. Czech or any other individual.

                                   ARTICLE 3

               THE REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

         The Purchaser represents and warrants to the Company as follows:

         3.1 Power and Authority Relative to this Transaction. The Purchaser has
full  power and  authority  and has taken all action  necessary  to permit it to
execute and deliver and to carry out the terms of this  Agreement  and all other
documents or instruments required hereby. This Agreement  constitutes the legal,
valid and binding  obligation of the Purchaser,  enforceable in accordance  with
its terms,  subject to laws of general  application  from time to time in effect
affecting   creditors'  rights  and  the  exercise  of  judicial  discretion  in
accordance with general equitable principles.

         3.2 Accredited  Investor.  The Purchaser was not formed for the purpose
of acquiring the Shares and is an "accredited  investor" as that term is defined
in Rule 501 of Regulation D promulgated under the Securities Act.


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<PAGE>

         3.3 Investment  Representations.  The Purchaser is acquiring the Shares
for its own  account  and the  Shares  were  acquired  by it for the  purpose of
investment and not with a view to distribution or resale thereof in violation of
the Securities Act and the rules and  regulations  promulgated  thereunder.  The
Purchaser  understands  that none of the Shares and  Conversion  Shares has been
registered  under the Securities Act or any other  applicable  securities  laws,
and, therefore,  cannot be resold unless they are subsequently  registered under
the Securities Act and other  applicable  securities laws or unless an exemption
from such  registration  is  available.  The  Purchaser  agrees not to resell or
otherwise  dispose  of all or any  part  of the  Shares  purchased  by it or the
Conversion Shares,  except as permitted by law,  including,  without limitation,
any regulations  under the Securities Act and other applicable  securities laws;
the Company does not have any present  intention  and is under no  obligation to
register  the Shares or  Conversion  Shares under the  Securities  Act and other
applicable securities laws. The Purchaser further represents that it understands
and agrees  that all  certificates  evidencing  any of the Shares or  Conversion
Shares, whether upon initial issuance or upon any transfer thereof, shall bear a
legend,  prominently  stamped  or  printed  thereon,  reading  substantially  as
follows:

         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
         REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 OR ANY OTHER  SECURITIES
         LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
         VIEW TO DISTRIBUTION OR RESALE.  SUCH SECURITIES MAY NOT BE OFFERED FOR
         SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED,  PLEDGED OR HYPOTHECATED
         IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT  COVERING  SUCH
         SECURITIES  UNDER THE SECURITIES  ACT OF 1933 AND ANY OTHER  APPLICABLE
         SECURITIES  LAWS,  UNLESS THE HOLDER SHALL HAVE  OBTAINED AN OPINION OF
         COUNSEL   REASONABLY   SATISFACTORY  TO  THE   CORPORATION   THAT  SUCH
         REGISTRATION  IS NOT REQUIRED OR THE  TRANSFEREE IS AN AFFILIATE OF THE
         HOLDER."

         3.4 Access To Information.  The Purchaser  acknowledges that during the
course of this  transaction and prior to the purchase of any Shares,  it has had
the opportunity to ask questions of and receive answers from  representatives of
the Company  concerning  the terms and conditions of the offering of the Shares,
and to obtain additional information,  documents,  records and books relative to
the Company, its business, and an investment in the Company.

         3.5 Knowledge and  Experience.  The Purchaser has sufficient  knowledge
and experience in business and financial  matters and with respect to investment
in the  securities of privately held companies so as to enable it to analyze and
evaluate  the  merits  and risks of the  investment  contemplated  hereby and is
capable of protecting  its interest in  connection  with this  transaction.  The
Purchaser  is able to bear the  economic  risk of such  investment  including  a
complete loss of the investment.


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<PAGE>

                                   ARTICLE 4

                         CLOSING CONDITIONS & COVENANTS

         4.1  Conditions  to  the  Purchaser's   Obligations.   The  Purchaser's
obligations  to  purchase  and pay for the Shares are  subject to the  following
conditions:

                  (a)  Representations  and  Warranties;   Covenants;  Officer's
         Certificate.  The Company's representations and warranties contained in
         Article 2 shall be true,  correct and complete on and as of the date of
         the  Closing  with the same  effect as if made on and as of the date of
         the Closing. All agreements and conditions to be performed or satisfied
         by the Company  hereunder  on or before the date of the  Closing  shall
         have been duly performed or satisfied.

                  (b) Restated Certificate. The Restated Certificate shall be in
         the form set forth in Exhibit A and filed with the  Secretary  of State
         of Delaware.

                  (c)  Stockholders  Agreement.  The Company and Purchaser shall
         enter into a Stockholders Agreement in the form set forth in Exhibit B.

                  (d)  Employment  and SAB  Agreements.  The Company shall enter
         into an employment agreement with Mark A. Tepper, Ph.D. in the form set
         forth in Exhibit C and a Scientific  Advisory  Board  Member  Agreement
         with  Michael P. Czech,  Ph.D.  in the form set forth in Exhibit D. The
         Company shall also have secured  written  commitments  from Dr. Luciano
         Rosseti,  Dr. C. Ronald Kahn, and Dr. Bruce  Speigelman to enter into a
         Scientific  Advisory Board Member Agreement in  substantially  the form
         set forth in Exhibit E.

                  (e) Closing Documents. The Purchaser or its counsel shall have
         received:

                           (i) A  certificate  dated as of the Closing as to the
                  good standing and legal  existence of the Company in the State
                  of Delaware;

                           (ii) A  certificate  of the  Secretary of the Company
                  dated the Closing Date and certifying that attached thereto is
                  a true and complete  copy of (A) the By-Laws of the Company as
                  in  effect  on the  date  of such  certification,  and (B) all
                  resolutions   adopted  by  the  Board  of  Directors  and  the
                  stockholders   of  the  Company   authorizing  the  execution,
                  delivery and performance of this  Agreement,  the approval and
                  adoption of the Restated Certificate,  the issuance,  sale and
                  delivery  of the  Shares  and the  reservation,  issuance  and
                  delivery of the Conversion Shares; and

                           (iii) Such additional  supporting documents and other
                  information  with respect to the operations and affairs of the
                  Company  as  the  Purchaser  or  its  counsel  reasonably  may
                  request.

                  (f) Board of Directors.  The size of the Board of Directors of
         the  Company  shall be set at five (5) and  immediately  following  the
         Closing  shall  consist  of  Mark  A.  Tepper,   Ph.D.;  three  members
         designated by the Purchaser, who shall initially be Steven A. Kriegsman
         and two additional  persons to be designated by the Purchaser after the
         date of this  Agreement and one member  designated by the management of
         the Company and elected after the Closing.

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<PAGE>
                  (g) Performance. The Company shall have performed and complied
         with all  agreements,  obligations  and  conditions  contained  in this
         Agreement  that are required to be performed or complied  with by it on
         or before the Closing.

                  (h) Qualifications. All authorizations, approvals, or permits,
         if any, of any governmental  authority or regulatory body of the United
         States or of any state that are required in connection  with the lawful
         issuance  and sale of the Shares  pursuant to this  Agreement  shall be
         duly obtained and effective as of the Closing.

                  (i) UMMS  License  and  Consents.  The  Purchaser  shall  have
         entered into an exclusive license agreement with UMMS  substantially in
         the form set forth in Exhibit F (the "UMMS  License"),  and  Michael P.
         Czech,  Ph.D.  and/or the Company shall have obtained consent from UMMS
         to  enter  into  this  Agreement,   the  Related   Agreements  and  the
         transactions  contemplated hereby,  including  acknowledgment from UMMS
         that, with the Purchaser's payment of the Aggregate Purchase Price, the
         Purchaser  has fully  satisfied  its  obligations  to raise $10 million
         under its existing license agreements with UMMS.

         4.2 Conditions to the Company's  Obligations.  The Company's obligation
to issue the  Shares to the  Purchaser  is subject  to the  satisfaction  of the
following conditions:

                  (a)  Representations  and Warranties.  The representations and
         warranties  of the  Purchaser  contained  in  Article  3 shall be true,
         correct and complete on and as of the date of the Closing with the same
         effect as if made on and as of the date of the Closing.

                  (b)  Stockholders  Agreement.  The Company and Purchaser shall
         enter into a Stockholders Agreement in the form set forth in Exhibit B.

                  (c)  Employment  and SAB  Agreements.  The Company shall enter
         into an employment agreement with Mark A. Tepper, Ph.D. in the form set
         forth in Exhibit C and a Scientific  Advisory  Board  Member  Agreement
         with  Michael P. Czech,  Ph.D.  in the form set forth in Exhibit D. The
         Company shall also have secured  written  commitments  from Dr. Luciano
         Rosseti,  Dr. C. Ronald Kahn, and Dr. Bruce  Speigelman to enter into a
         Scientific  Advisory Board Member Agreement in  substantially  the form
         set forth in Exhibit E.

                  (d) Closing  Documents.  The Company or its counsel shall have
         received:

                           (i) A  certificate  dated as of the Closing as to the
                  good  standing  and legal  existence  of the  Purchaser in the
                  State of Delaware;


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<PAGE>

                           (ii) A certificate  of the Secretary of the Purchaser
                  dated the Closing Date and certifying that attached thereto is
                  a true and complete  copy of (A) the By-Laws of the  Purchaser
                  as in  effect on the date of such  certification,  and (B) all
                  resolutions adopted by the Board of Directors of the Purchaser
                  authorizing  the execution,  delivery and  performance of this
                  Agreement and the Stockholders Agreement; and

                           (iii) Such additional  supporting documents and other
                  information  with respect to the operations and affairs of the
                  Purchaser  or  the  Parent  as  the  Company  or  its  counsel
                  reasonably may request.

                  (e)  Performance.  Each of the Purchaser and Parent shall have
         performed and complied with all agreements  contained in this Agreement
         required  to be  performed  and  complied  with it  prior  to or at the
         Closing.

                  (f) UMMS License and Consents.  The Company shall have entered
         into the UMMS License and Michael P. Czech, Ph.D. and the Company shall
         have  obtained  consent  from UMMS to enter  into this  Agreement,  the
         Related Agreements and the transactions  contemplated hereby, including
         acknowledgment  from UMMS  that,  with the  Purchaser's  payment of the
         Aggregate  Purchase  Price,  the  Purchaser  has  fully  satisfied  its
         obligations to raise $10 million under its existing license  agreements
         with UMMS.

                  (g) Payment of Counsel Expenses. The Purchaser shall have paid
         the fees of the Company's counsel as set forth in Section 6.18.

         4.3 Termination.  This Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to the Closing:

                  (a) by written agreement of the parties;

                  (b)  by  the  Company,  if  the  Purchaser  has  breached  any
         representation,  warranty,  covenant  or  agreement  contained  in this
         Agreement  in and has not  cured  such  breach  within  ten days  after
         written notice to the Purchaser (provided, that the Company is not then
         in  material  breach  of the  terms  of this  Agreement,  and  provided
         further,  that no cure period  shall be required  for a breach which by
         its nature cannot be cured);

                  (c)  by   Purchaser,   if  the   Company  has   breached   any
         representation,  warranty,  covenant  or  agreement  contained  in this
         Agreement  and has not cured such breach  within ten days after written
         notice to the  Company  (provided,  that the  Purchaser  is not then in
         material breach of the terms of this Agreement,  and provided  further,
         that no cure period  shall be required for a breach which by its nature
         cannot be cured);

                  (d) by any party, if the Closing has not occurred on or before
         November 15, 2003;  provided,  however,  that a party may not terminate
         this Agreement pursuant to this Section if the failure of such party to
         fulfill any of its obligations  hereunder shall have been the principal
         reason that the Closing shall not have occurred on or before said date;
         and


                                       9
<PAGE>

                  (e)  by  any  party  if  there  shall  be a  change  of law or
         regulation  that makes  consummation of the  transactions  contemplated
         hereby  illegal  or  otherwise  prohibited  or if  consummation  of the
         transactions contemplated hereby would violate any nonappealable, final
         order,  decree or  judgment  of any court or  governmental  body having
         competent jurisdiction.

         4.4 Notice.  The party desiring to terminate this Agreement pursuant to
Section 4.3 shall given notice of such termination to the other parties hereto.

         4.5 Effects of Termination. If this Agreement is terminated as provided
in Section 4.4, such termination  shall be without  liability of either party to
the other  parties  to this  Agreement  except  as  otherwise  provided  herein,
provided,  that this Section 4.5 shall remain in effect, and provided,  further,
that if such termination  shall result from the (i) willful failure by any party
to fulfill a condition to the performance of the obligations of the other party,
(ii)  failure  by any party to perform a covenant  of this  Agreement,  or (iii)
breach  by  any  party  hereto  of any  representation,  warranty,  covenant  or
agreement  contained  herein,  such party shall be fully  liable for any and all
damages incurred or suffered by the other parties as a result of such failure or
breach.

         4.6 Post-Closing Covenants. Each of the parties to this Agreement shall
use its respective  reasonable best efforts in good faith to take or cause to be
taken as promptly as practicable the following actions:

                  (a) Company Budget. The Company and the Purchaser will develop
         a proposed  budget for the Company.  The Company shall be operated in a
         manner so that the  Aggregate  Purchase  Price will provide  sufficient
         equity  funding to the Company to meet its initial  budgeted  financial
         requirements  for  its  first  two  years  of  operations.   Additional
         scientific  staffing and research and development  expenditures will be
         funded through a research  agreement that will be sought by the Company
         with a major pharmaceutical  company. The Purchaser will fund executive
         staffing  (i.e.,  CEO or other  executives  who are not already  Parent
         employees) and other infrastructure expenditures in accordance with the
         budget.

                  (b) Parent  Scientific  Advisory  Board.  The Purchaser  shall
         appoint  Michael P.  Czech,  Ph.D.  to is  Scientific  Advisory  Board,
         pursuant to Purchaser's Scientific Advisory Board Agreement in the form
         set forth in Exhibit G.  Compensation  to Czech for  membership  on the
         Parent SAB will be $5,000 per month.  Upon  reaching  first  milestone,
         compensation  for SAB membership will be increased to $7,500 per month.
         First  milestone  will be signing  of a  strategic  alliance  that will
         include a research agreement  satisfactory to the Purchaser between the
         Company and a major  pharmaceutical  company that includes  funding for
         research  and  development  positions  within  the  Company,  licensing
         agreement for Company technology and other payments.

                  (c) Stock Option Pool. The Purchaser  shall seek approval from
         its Board of Directors  and  stockholders  to increase its stock option
         plans to set aside  900,000  shares (as adjusted for any stock  splits,
         recapitalizations,  combinations,  etc.) of its common stock for equity
         incentive grants to employees of the Company. The actual amount of such
         grants  shall  be  determined  from  time to  time  by the  Purchaser's
         Compensation  Committee after  consultation with the Company's Board of
         Directors.

                                       10
<PAGE>

                  (d) Services Agreement.  As soon as practicable  following the
         Closing,  the  Company  and the  Purchaser  shall enter into a services
         agreement pursuant to which the Purchaser shall agree to provide to the
         Company  certain  cash   management,   accounts  payable  and  accounts
         receivable,   payroll,  tax,  insurance,  audit,  corporate  secretary,
         corporate finance, strategic development,  public relations and similar
         general and administrative services. The parties agree that the Company
         shall pay the  Purchaser a monthly  amount,  estimated  at $50,000,  as
         reimbursement for such services.

                                   ARTICLE 5

                                   DEFINITIONS

         5.1 Definitions.Except as otherwise defined in this Agreement or as the
context may otherwise  require,  the following  terms shall have the  respective
meanings set forth below whenever used in this Agreement:

                  "Aggregate  Purchase Price" shall have the meaning assigned to
         that term in Section 1.2 of this Agreement.

                  "Closing"  shall  have the  meaning  assigned  to that term in
         Section 1.2 of this Agreement.

                  "Closing Date" shall have the meaning assigned to that term in
         Section 1.2 of this Agreement.

                  "Company" shall have the meaning  assigned to that term in the
         preamble of this Agreement.

                  "Conversion  Shares"  shall have the meaning  assigned to that
         term in Section 2.8 of this Agreement.

                  "Fully Diluted Basis" shall mean assuming and giving effect to
         the exercise,  conversion or exchange in full, for Common Stock, of all
         then outstanding  options,  warrants,  subscription or purchase rights,
         and all exchangeable or convertible securities, and the issuance of all
         other  shares of Common  Stock  authorized  or  reserved  for  issuance
         pursuant to any stock based  equity award or similar  plan,  whether or
         not awards with respect to such shares are then outstanding.

                  "Lien" shall mean: (i) any interest in property (whether real,
         personal or mixed and whether tangible or intangible)  which secures an
         obligation  owed to,  or a claim by, a Person  other  than the owner of
         such  property,  whether  such  interest  is based on the  common  law,
         statute or contract,  including,  without limitation, any such interest
         arising from a lease,  mortgage,  charge,  pledge,  security agreement,
         conditional  sale, trust receipt or deposit in trust, or arising from a
         consignment of bailment given for security purposes (other than a trust

                                       11
<PAGE>

         receipt or deposit given in the ordinary  course of business which does
         not secure any obligation  for borrowed  money),  (ii) any  encumbrance
         upon such property which does not secure such an obligation,  and (iii)
         any  exception  to or defect in the title to or  ownership  interest in
         such property, including, without limitation,  reservations,  rights of
         entry, possibilities of reverter,  encroachments,  easements, rights of
         way,  restrictive  covenants,  licenses  and  profits  a  prendre.  For
         purposes of this Agreement,  any Person shall be deemed to be the owner
         of the  leasehold  or  other  interest  in any  property  which  it has
         acquired  or holds  subject  to a lease and the  owner of any  property
         which it has acquired or holds subject to a conditional  sale agreement
         or other  similar  arrangement  pursuant to which title to the property
         has been  retained  by or  vested in some  other  Person  for  security
         purposes.

                  "Material  Adverse Effect" shall have the meaning  assigned to
         that term in Section 2.5 of this Agreement.

                  "Person"  shall  include any  individual,  a  corporation,  an
         association,  a  partnership,  a trust or estate,  a government and any
         agency or political subdivision thereof, or any other entity.

                  "Purchaser"  shall have the  meaning  assigned to that term in
         the preamble of this Agreement.

                  "Proceeding"  shall have the meaning  assigned to that term in
         Section 2.5 of this Agreement.

                  "Related  Agreements"  shall have the meaning assigned to that
         term in Section 2.3 of this Agreement.

                  "Restated Certificate" shall have the meaning assigned to that
         term in Section 1.1 of this Agreement.

                  "Series A Preferred  Stock" shall have the meaning assigned to
         that term in the preamble of this Agreement.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
         amended,  and any similar or successor  federal statute,  and the rules
         and regulations of the Commission thereunder,  all as the same shall be
         in effect from time to time.

                  "Shares"  shall have the meaning  assigned to that term in the
         preamble of this Agreement.

                  "UMMS" shall have the meaning assigned to that term in Section
         2.5(b).


                                       12
<PAGE>

                                   ARTICLE 6

                                  MISCELLANEOUS

         6.1 Notices. All notices,  requests,  consents and other communications
hereunder  shall be in writing,  shall be  addressed  to the  receiving  party's
address set forth  below or to such other  address as a party may  designate  by
notice  hereunder,  and  shall be either  (i)  delivered  by hand,  (ii) made by
telecopy or facsimile  transmission,  (iii) sent by overnight  courier,  or (iv)
sent by certified mail, return receipt requested, postage prepaid.

If to the Purchaser:                CytRx Corporation
                                    11726 San Vicente Blvd., Suite 650
                                    Los Angeles, California 90049
                                    Tel:  (310) 826-5648
                                    Fax: (310) 826-6139
                                    Attn: Chief Executive Officer

         With a copy to:            Troy & Gould
                                    1801 Century Park East, 16th Floor
                                    Los Angeles, California 90067
                                    Tel:  (310) 553-4441
                                    Fax:  (310) 201-4746
                                    Attn:  Sanford J. Hillsberg, Esq.

         If to the Company:         Araios, Inc.
                                    508 Dudley Road
                                    Newton, MA  02459
                                    Tel:  ______________________
                                    Fax:  ______________________
                                    Attn:  President

         With a copy to:            Mintz, Levin, Cohn, Ferris,
                                      Glovsky and Popeo, P.C.
                                    One Financial Center
                                    Boston, MA  02111
                                    Tel:  (617) 542-6000
                                    Fax:  (617) 542-2241
                                    Attn:  William T. Whelan, Esq.

         All  notices,  requests,  consents and other  communications  hereunder
shall be deemed to have been given (i) if by hand,  at the time of the  delivery
thereof to the  receiving  party at the  address of such party set forth  above,
(ii) if made by telecopy or  facsimile  transmission,  at the time that  receipt
thereof has been acknowledged by electronic confirmation or otherwise,  (iii) if
sent by overnight courier, on the next business day (or if sent overseas, on the
second  business day)  following the day such notice is delivered to the courier
service,  or (iv) if sent by registered  or certified  mail, on the 5th business
day (or if sent  overseas,  on the 10th  business  day)  following  the day such
mailing is made.


                                       13
<PAGE>

         6.2 Entire  Agreement.  This Agreement,  together with the exhibits and
schedules  hereto,  and the other  agreements  executed and  delivered  herewith
embody the entire  agreement  and  understanding  between the  Purchaser and the
Company,  and supersede all prior oral or written  agreements and understandings
relating to the subject matter hereof. No statement,  representation,  warranty,
covenant or agreement of any kind not set forth in this Agreement, including the
exhibits and schedules hereto, shall affect, or be used to interpret,  change or
restrict, the express terms and provisions of this Agreement.

         6.3  Modifications  and Amendments.  This Agreement may not be changed,
modified or discharged  orally,  nor may any waivers or consents be given orally
hereunder,  and every such change,  modification,  discharge,  waiver or consent
shall be in writing and signed by the Person against which  enforcement  thereof
is sought.

         6.4  Waivers and  Consents.  Any waiver or consent  hereunder  shall be
effective  only in the  specific  instance  and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.

         6.5 Binding  Effect,  Assignment.  This Agreement shall be binding upon
and inure to the benefit of the Company and the Purchaser  and their  respective
successors  (including,  without  limitation,  by  sale  or  transfer  of all or
substantially all assets, merger or consolidation) and permitted assigns, except
that the Company shall not have the right to delegate its obligations  hereunder
or to assign its rights  hereunder  or any interest  herein  except by a consent
complying with Section 6.3 above.

         6.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware  (without giving effect to the
principles of conflicts of law thereof).

         6.7 Severability. In the event that any court of competent jurisdiction
shall determine that any provision,  or any portion  thereof,  contained in this
Agreement shall be  unenforceable  in any respect,  then such provision shall be
deemed  limited to the extent  that such court deems it  enforceable,  and as so
limited  shall  remain in full  force and  effect.  In the event that such court
shall deem any such provision,  or portion thereof,  wholly  unenforceable,  the
remaining  provisions of this Agreement shall nevertheless  remain in full force
and effect.

         6.8  Interpretation.  The parties hereto acknowledge and agree that (i)
each party and its counsel, if so represented, reviewed and negotiated the terms
and provisions of this Agreement excluding the Schedules and have contributed to
its  revision  and  (ii)  the  rule  of  construction  to the  effect  that  any
ambiguities are resolved against the drafting party shall not be employed in the
interpretation of this Agreement.

         6.9  Headings  and  Captions.  The headings and captions of the various
subdivisions  of this Agreement are for  convenience of reference only and shall
in no way modify or affect the  meaning or  construction  of any of the terms or
provisions hereof.

         6.10 No Waiver of Rights, Powers and Remedies. No failure or delay by a
party hereto in exercising any right, power or remedy under this Agreement,  and
no course of dealing  between the parties  hereto,  shall operate as a waiver of

                                       14
<PAGE>

any such right,  power or remedy of the party. No single or partial  exercise of
any right,  power or remedy  under this  Agreement  by a party  hereto,  nor any
abandonment  or  discontinuance  of steps to enforce  any such  right,  power or
remedy,  shall preclude such party from any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder.  The election of any
remedy  by a party  hereto  shall not  constitute  a waiver of the right of such
party to pursue other available remedies.  No notice to or demand on a party not
expressly  required under this Agreement  shall entitle the party receiving such
notice or demand to any other or  further  notice or demand in  similar or other
circumstances  or  constitute  a waiver of the rights of the party  giving  such
notice or demand to any other or  further  action in any  circumstances  without
such notice or demand.

         6.11 Survival.  All  representations and warranties made by the parties
hereto in this  Agreement or in any other  Related  Agreement  shall survive the
Closing and shall remain in full force and effect thereafter.

         6.12  Further  Assurances.  From and after the date of this  Agreement,
upon the request of the Purchaser or the Company,  the Company and the Purchaser
shall execute and deliver such instruments,  documents and other writings as may
be reasonably  necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement.

         6.13  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts, and by different parties hereto on separate counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

         6.14 Use of Definitions; Gender. Any definitions used herein defined in
the plural  shall be deemed to include  the  singular as the context may require
and any  definitions  used  herein  defined in the  singular  shall be deemed to
include the plural as the context may require. Wherever reference is made herein
to the male, female or neuter genders, such reference shall be deemed to include
any of the other genders as the context may require.

         6.15  Jurisdiction  and  Service  of  Process.   Any  legal  action  or
proceeding  with respect to this  Agreement  may be brought in the courts of the
Suffolk County, Commonwealth of Massachusetts or of the United States of America
for the District of Massachusetts.  By execution and delivery of this Agreement,
each of the parties  hereto  accepts for itself and in respect of its  property,
generally and  unconditionally,  the nonexclusive  jurisdiction of the aforesaid
courts.  Each of the  parties  hereto  irrevocably  consents  to the  service of
process of any of the aforementioned  courts in any such action or proceeding by
the mailing of copies thereof by certified mail,  postage prepaid,  to the party
at its address set forth in Section 6.1 hereof.

         6.16  Publicity.  No party shall issue any press  releases or otherwise
make any public statement with respect to the transactions  contemplated by this
Agreement without the prior written consent of the other party, except as may be
required by law.


                                       15
<PAGE>

         6.17 No Conflict  with  University  of  Massachusetts.  Notwithstanding
anything  else  to the  contrary  in  this  Agreement  or in any of the  Related
Agreements or the transactions  contemplated  hereby, no point of this Agreement
or in any of the Related  Agreements  or the  transactions  contemplated  hereby
shall conflict with the obligations of Michael P. Czech, Ph.D. to the UMMS or to
any other university with which he becomes affiliated.

         6.18 Expenses. All costs and expenses,  including,  without limitation,
fees and disbursements of counsel, financial advisors and accountants,  incurred
in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party  incurring  such  costs and  expenses,  whether  or not the
Closing shall have occurred;  provided, however, that the Purchaser shall pay at
Closing  (or if the  Closing  fails to occur  for any  reason,  not  later  than
November  15,  2003)  the fees and  expenses  incurred  by the  Company's  legal
counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., in connection with
this Agreement and the transactions  contemplated  hereby in an aggregate amount
not to  exceed  $55,724  (of  which  $20,352  previously  has  been  paid by the
Purchaser).


                                       16
<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement or
caused this Agreement to be executed by their duly  authorized  representatives,
as of the date first written above.

                              COMPANY:


                              ARAIOS, INC.


                              By:      /s/ Mark A. Tepper
                                 -----------------------------------------------
                                       Mark A. Tepper, Ph.D.
                              Its:     President


                              PURCHASER:



                              CYTRX CORPORATION


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


                                       17
<PAGE>

                                    EXHIBIT A


                  FORM OF RESTATED CERTIFICATE OF INCORPORATION



                                    EXHIBIT B


                         FORM OF STOCKHOLDERS AGREEMENT



                                    EXHIBIT C


                       FORM OF TEPPER EMPLOYMENT AGREEMENT



                                    EXHIBIT D


                           FORM OF CZECH SAB AGREEMENT



                                    EXHIBIT E


                           FORM OF CYTRX SAB AGREEMENT



                                    EXHIBIT F

                         FORM OF UMMS LICENSE AGREEMENT



                                    EXHIBIT G

                          FORM OF ARAIOS SAB AGREEMENT




<PAGE>


                                    EXHIBIT A


                            CERTIFICATE OF AMENDMENT
                                       TO
                      RESTATED CERTIFICATE OF INCORPORATION
                              OF CYTRX CORPORATION


         CytRx  Corporation,  a Delaware  corporation  (the  "Company"),  hereby
certifies that:

         1.  The  following  resolution  has  been  unanimously  adopted  by the
Company's  Board of Directors and has been approved by the holders of a majority
of the  Company's  outstanding  common  stock in  accordance  with the  Delaware
General  Corporation  Law for the purpose of  amending  the  Company's  Restated
Certificate of Incorporation:

                  RESOLVED,  that the Restated  Certificate of  Incorporation of
the Corporation be amended by deleting in its entirety the Fourth Article and by
replacing it with the following:

                  "FOURTH:  The total  number of shares of all  classes of stock
that the  corporation  shall have the authority to issue is One Hundred and Five
Million  (105,000,000),  of which One  Hundred  Million  (100,000,000)  shall be
common stock, par value $.001 per share (the "Common  Stock"),  and Five Million
(5,000,000)  shall be preferred  stock, par value $.01 per share (the "Preferred
Stock").

                  The Board of  Directors is hereby  authorized,  subject to any
limitations  prescribed  by law,  to provide  for the  issuance of the shares of
Preferred  Stock  in  series,  and  by  filing  a  Certificate  pursuant  to the
applicable law of the State of Delaware (hereinafter referred to as a "Preferred
Stock  Designation"),  to establish from time to time the number of shares to be
included in each such series, and to fix the designations,  powers, preferences,
and rights of the shares of each such series, any qualifications, limitations or
restrictions thereof."

         2. The above  amendment  was duly adopted by the Company in  accordance
with the provisions of Section 242 of the Delaware General Corporation Law.

         IN WITNESS  WHEREOF,  CytRx  Corporation has caused this Certificate of
Amendment to be signed by a duly authorized officer of this ____________ 2003


                                        CytRx Corporation



                                        By:
                                           ------------------------------------
                                           Name: Steven A. Kriegsman
                                           Title: Chief Executive Officer

<PAGE>


                                    EXHIBIT B



                         FORM OF STOCKHOLDERS AGREEMENT



                FILED SEPARATELY IN CYTRX CORPORATION'S FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2003

<PAGE>

                                    EXHIBIT C



                       FORM OF TEPPER EMPLOYMENT AGREEMENT



                FILED SEPARATELY IN CYTRX CORPORATION'S FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2003

<PAGE>



                                    EXHIBIT D

                                CYTRX CORPORATION
                       SCIENTIFIC ADVISORY BOARD AGREEMENT


         This  Agreement,  dated as of September 17, 2003 (the  "Agreement")  is
made by and between CytRx Corporation,  a Delaware  corporation (the "Company"),
and Dr. Michael P. Czech ("Advisor") with reference to the following facts.

         1.  Company has formed a  scientific  advisory  board (the  "Scientific
Advisory  Board")  that will (i)  advise the  Company on matters  related to the
Company's research and development and the Company's acquisition of new products
and technologies,  (ii) advise the Company with respect to its dealings with the
United States Food and Drug  Administration and other such regulatory  agencies,
and  (iii)  advise  the  Company  with  respect  to  strategic  planning  in the
pharmaceutical, biopharmaceutical, genomics, and other related areas.

         2. Advisor's  expertise and stature will materially benefit the Company
in its  operations,  research and development  activities or strategic  planning
efforts.

         WHEREAS,  the Company and  Advisor  wish to enter into this  Agreement,
whereby Advisor shall become a member of the Scientific Advisory Board.

         NOW, THEREFORE, in consideration of the premises and the agreements set
forth herein, the receipt and sufficiency of which are hereby acknowledged,  the
parties hereto agree as follows:

         (a) Services. Advisor agrees to provide to the Company such services as
are  customarily  performed  by a member  of a  scientific  advisory  board to a
company such as the Company. These services will include, without limitation:

         o        Consulting with the Company's  management within the Advisor's
                  professional area of expertise from time to time as reasonably
                  requested by the Company;

         o        Exchanging  strategic and business  development ideas with the
                  Company;

         o        Attending  scientific  or medical  meetings with the Company's
                  management,  such as United States Food & Drug  Administration
                  meetings  and other  meetings  relevant to  Advisor's  area of
                  expertise; and

         o        Attending  meetings of the entire  Scientific  Advisory Board,
                  which the Company  expects will occur  approximately  once per
                  year.

         Advisor's relationship with the Company shall be that of an independent
contractor and not that of an employee. Advisor 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 to by the Company and Advisor in writing.
The services under this Agreement shall not include those services prohibited by
the University of Massachusetts Medical School (the "Principal  Institution") as
set forth in Schedule A attached hereto and incorporated  herein or any academic
institution  or any  hospital  with  which  Advisor  is  affiliated  (each  such

<PAGE>

Principal   Institution,   academic  institution  and  hospital  an  "Affiliated
Institution").   Advisor  may  join  advisory  boards  of  other  companies  and
institutions who do not compete with the Company, provided that such commitments
do not conflict  with his  obligations  hereunder.  The SAB Member shall provide
copies to the  Company of all  status  reports he  delivers  and other  material
correspondence he has with any Affiliated  Institution concerning this Agreement
or the  services  he  provides  under this  Agreement  within  three days of his
delivery or receipt of such report or correspondence.

              (b) Term &  Termination.  The  Advisor's  term of  service  on the
Scientific  Advisory Board and the parties'  ability to terminate this Agreement
shall be the same as set forth in  Sections 5 and 6 of the  Scientific  Advisory
Board Agreement by and between Advisor and Araios,  Inc.  ("Araios") dated as of
September 17, 2003,  except that this Agreement may be terminated by Advisor and
not the Company at any time upon 30 days prior written notice.

              (c) Compensation.  The Company will compensate Advisor for joining
the Scientific  Advisory Board and for providing the services to the Company set
forth in this  Agreement.  The  compensation  will be in the  form of a  monthly
payment  during  the term of this  Agreement  of $5,000  per  month,  which will
increase to $7,500 per month upon Araios or any  subsidiary  of the Company that
acquires Araios entering into a strategic  alliance with a major  pharmaceutical
company  that is  satisfactory  to the  Company  and that  includes  funding for
research and  development  positions  within Araios,  a licensing  agreement for
Araios technology and other payments.

         In  addition,   the  Company  shall  pay  Advisor  for  all  reasonable
out-of-pocket  expenses  actually  incurred  by Advisor  relating  to  Advisor's
provision of services under this Agreement,  including attending meetings as set
forth above,  in each case pursuant to a prior written  approval of the expenses
by the Company.

         Should Advisor perform extraordinary services on behalf of the Company,
he may  receive  additional  compensation,  upon  agreement  with  the  Company.
However,  absent any such additional  agreement between the Company and Advisor,
this  Agreement  shall  not  imply  the  right to  receive  any such  additional
compensation.

              (d)  Confidential  Information.  Advisor  will hold in a fiduciary
capacity for the benefit of the Company all secret or confidential  information,
knowledge or data  relating to the Company or any of its  affiliated  companies,
and  their  respective  businesses  and is not  generally  known  to the  public
(collectively,  "Confidential Information").  Confidential Information shall not
include  information  that  (i) is in the  public  domain  on the  date  of this
Agreement,  (ii) is or was  disclosed  to the Advisor by a third party having no
fiduciary  relationship  with the Company or its  affiliates and having no known
obligation  of  confidentiality  with respect to such  information  or (iii) was
independently   known  or  developed  by  Advisor   without   reference  to  the
Confidential  Information as demonstrated by Advisor by written records. Advisor
will not, without the prior written consent of the Company,  or as may otherwise
be  required  by  law  or  legal  process,   communicate  or  divulge  any  such
Confidential Information,  knowledge or data to anyone other than to the Company
and  those  designated  by the  Company  in  writing.  Nothing  herein  shall be
construed to restrict the  Advisor's  right to publish  material  which does not
contain  Confidential  Information.   Furthermore,   upon  termination  of  this

                                       2
<PAGE>

Agreement or of Advisor's  service to the Company as a member of the  Scientific
Advisory  Board,  Advisor  will  promptly  deliver  to the  Company  all  books,
memoranda,  records and  written  data of every kind  relating  to  Confidential
Information that may then be in his personal  possession.  Advisor  acknowledges
and agrees that this provision regarding  Confidential  Information will survive
termination  of this  Agreement or of the Advisor's  service to the Company as a
member of the Scientific Advisory Board.

              (e) Nonsolicitation. During the term of this Agreement and for one
(1) year  thereafter,  Advisor will not,  without the  Company's  prior  written
consent, solicit the employment of any employee of the Company with whom Advisor
has  had  contact  in  connection  with  the  relationship  arising  under  this
Agreement.

              (f) No Conflict.  Advisor represents that Advisor's performance of
all the terms of this  Agreement and that  Advisor's  retention as an advisor by
the Company does not and will not breach any agreement to keep in confidence any
proprietary  information  acquired by Advisor in  confidence  prior to Advisor's
retention as an advisor by the Company. Advisor has not entered into, and agrees
Advisor will not enter into, any agreement,  either written or oral, in conflict
with the foregoing  sentence.  Advisor  understands as part of the consideration
for the offer to retain Advisor as an advisor,  and of Advisor's retention as an
advisor by the  Company,  that  Advisor  has not brought and will not bring with
Advisor any  equipment,  supplies,  facility or trade secret  information of any
current or former  employer  which are not  generally  available  to the public.
Advisor also  understands  that,  in Advisor's  retention as an advisor with the
Company, Advisor is not to breach any obligation of confidentiality that Advisor
has  to  others,  and  Advisor  agrees  that  Advisor  shall  fulfill  all  such
obligations during Advisor's retention as an advisor with the Company.

              (g) License and Assignment of Rights.  Advisor  acknowledges  that
all inventions, original works of authorship,  developments, concepts, know-how,
improvements  or trade secrets which are made by Advisor (solely or jointly with
others)  within  the  scope  of and as part of  Advisor's  consultancy  with the
Company  (collectively  referred to herein as "Inventions")  are "works made for
hire" (to the greatest  extent  permitted by applicable law) and are compensated
by such amounts paid to Advisor under this Agreement, unless regulated otherwise
by the  mandatory  law of the  State of  California.  Advisor  also  agrees  and
warrants  that  Advisor  will not use or  incorporate  third  party  proprietary
materials  into  Inventions or disclose third party  proprietary  information to
Company.

              (h)  Resolution  of  Disputes.  Any  dispute  arising  under or in
connection  with any matter related to this  Agreement or any related  agreement
shall  be  resolved  exclusively  by  arbitration.  The  arbitration  will be in
conformity  with and  subject  to the  applicable  rules and  procedures  of the
American  Arbitration  Association.  All parties  agree to be (i) subject to the
jurisdiction and venue of the arbitration in Los Angeles,  California;  and (ii)
bound by the decision of the  arbitrator  as the final  decision with respect to
the dispute.  This provision  will survive the  termination of this Agreement on
Advisor's participation on the Scientific Advisory Board.

                                       3
<PAGE>

              (i)  Governing  Law.  This  agreement  shall  be  governed  by and
construed in accordance with the laws of the State of California  without regard
to the choice of law rules thereof.

              (j)  Amendment.  This  Agreement  may only be amended by a writing
executed by both parties.

              (k) Disclosure of Relationship. The parties each shall be entitled
to disclose that Advisor is serving on the Scientific Advisory Board,  including
in any business plan press release, advertisement,  prospectus or other offering
document of the Company.

              (l)  Entire  Agreement.  Except for any  non-disclosure  agreement
previously  entered into by the parties and any shareholders  agreement  between
the Company  and Advisor  relating to Araios,  this  Agreement  constitutes  the
entire agreement between the parties hereto with respect to Advisor's service on
the  Company's  Scientific  Advisory  Board,  and  supercedes  all prior oral or
written understandings or agreements between the parties hereto.

              (m) Severability. If any provision of this Agreement is held to be
unenforceable  under  applicable  law, such  provision  shall be severed and the
remaining provisions of this Agreement shall continue in full force and effect.

              (n)  Principal  Institution;  Other  Agreements.   Notwithstanding
anything to the contrary  contained herein,  the Company recognizes that Advisor
has  entered  into  those  agreements  set  forth  on  Schedule  A and  that the
activities of Advisor are or will be subject to the rules and regulations of the
Principal Institution,  including but not limited to the principles set forth in
Schedule  A,  and any  Affiliated  Institution,  now or in the  future,  and the
Company agrees that Advisor shall be under no obligation to perform any services
or agreements  hereunder if such performance  would conflict with such rules and
regulations, or constitute a conflict of interest under the relevant policies of
any Affiliated  Institution.  In the event of any conflict with any agreement or
policy of any Affiliated Institution,  the agreement or policy of the Affiliated
Institution shall control.

              (o) 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.


                                       4
<PAGE>

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

                           CYTRX CORPORATION


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


                           ADVISOR


                           By:
                              ----------------------------------------------
                              Dr. Michael P. Czech



                                       5
<PAGE>


                                   SCHEDULE A


The Scientific Advisory Board Consulting Agreement and related agreements by and
between  Dr.  Michael  P. Czech and  Metabolex,  Inc.,  a Delaware  corporation,
located in  Hayward,  CA, a copy of which has been  provided  to the Company and
Araios.

The  conflict of interest and  intellectual  property  transfer  policies of the
University of Massachusetts  ("UMass"), as outlined in that certain letter dated
July 28, 2003 from Thomas J. Chmura of UMass to Dr.  Czech,  a copy of which has
been provided to the Company and Araios,  and the  "University of  Massachusetts
Uniform Consulting Agreement Provisions" referenced therein and set forth below:

                           UNIVERSITY OF MASSACHUSETTS
                     UNIFORM CONSULTING AGREEMENT PROVISIONS

All faculty at the University of Massachusetts (the "University") are subject to
the  University  Policy  on  Faculty  Consulting  and  Outside  Activities  (the
"Policy").  The Policy  recommends  that faculty at the University  attach these
Uniform Consulting Agreement Provisions ("Uniform  Provisions") to any agreement
or  arrangement  ("Consulting  Agreement")  under  which a faculty  member  will
provide consulting services to, or will engage in other non-academic  activities
in his or her area of  expertise  on behalf of any  for-profit  organization  (a
"Company").  These  Uniform  Provisions  are  intended to  clarify,  among other
things,  the  respective  legal rights of the  University and the Company in any
intellectual property and other work product that may be developed or discovered
by the faculty member in the course of performing  services for the Company.  If
any term of the Uniform Provisions is inconsistent with a term of the Consulting
Agreement to which the Uniform Provisions are attached, the terms of the Uniform
Provisions govern.

University  faculty are permitted to devote the equivalent of one day within the
academic week to the  performance of outside  activities,  including  consulting
with Companies. These activities must he reported to the Department Chair of the
faculty member in order to ensure  compliance with this time restriction and the
ability  of the  faculty  member  to  meet  his or her  responsibilities  to the
University. In certain instances,  these activities must also be reviewed by the
University's   Conflicts   Committee.   The   Conflicts   Committee  may  impose
restrictions on the consulting relationship.


                                       6
<PAGE>

University faculty are ordinarily prohibited from using  University-administered
funds,  facilities,  and equipment in the  performance of services for a Company
pursuant to a Consulting  Agreement.  In addition,  faculty must obtain  special
approval to involve  University  students in  consulting  or other  services for
Companies. Companies may obtain access to University facilities,  equipment, and
personnel under a sponsored research agreement with the University.

University  faculty  may not use the name of the  University  in relation to any
outside  activities,   including  consulting  work,  except  to  describe  their
credentials.

University  faculty are  permitted  to assign to a Company  their  rights in any
invention,  discovery, or development  (collectively,  "Intellectual  Property")
that arises while  performing  services under a Consulting  Agreement,  provided
that the faculty member did not use  University-administered  funds, facilities,
or equipment (collectively,  "University Resources") in the course of developing
that  Intellectual  Property.  if a  faculty  member  made  significant  use  of
University Resources, the faculty member is contractually obligated to assign to
the University all of his or her rights in that Intellectual Property.

The  University  presumes  that a faculty  member  did make  significant  use of
University  Resources in the  development of  Intellectual  Property that is the
same as, directly related to, or substantially  similar to a research project in
which that faculty  member is engaged at the  University.  In order to avoid any
confusion  regarding  ownership of  Intellectual  Property,  the  University has
determined  and Company  agrees that the field of services to be provided  under
this Consulting Agreement is directly related to or substantially similar to the
research projects undertaken by the faculty member at the University. Therefore,
any  Intellectual  Property  developed by the faculty  member during the term of
this Consulting Agreement is owned by the University,  and the Company may enter
into negotiations to obtain license rights to the Intellectual Property.

No Consulting  Agreement may limit the ability of a University faculty member to
use or publish  information that (a) was developed,  discovered,  or acquired by
the faculty  member in the course of research  performed  at the  University  or
otherwise  outside the scope of the consulting  services,  (b) was in the public
domain  before the  consulting  services  were  performed (C) entered the public
domain by means other than an unauthorized  disclosure  resulting from an act or
omission  by the  faculty  member,  (d) was known to the  faculty  member or the
University before the consulting services were performed,  or (e) is required to
be disclosed in order to comply with  applicable  law,  regulations,  or a court
order.



                                       7
<PAGE>

A Company  may  require a faculty  member to leave with the  Company  any notes,
data, and records developed in the performance of consulting services,  provided
that the  faculty  member may retain one copy of those  documents  for  archival
purposes.

Companies  should be aware that, in addition to the Policy,  University  faculty
are subject to the University  Intellectual  Property  Policy and the University
Policy on Conflicts of Interest Relating to Intellectual Property and Commercial
Ventures. The University will make the three policies available upon request.

These  Uniform  Provisions  remain  in  effect  during  the  entire  term of the
Consulting Agreement to which they are attached.

AGREED AND ACCEPTED:

Faculty Member                          Company


By:
    ---------------------------         ----------------------------------
    Printed Name                        Print Legal Name of Company

Date:                                   By:
     -------------------------             -------------------------------
                                           Printed Name:

                                    Title:
                                          --------------------------------
                                    Date:
                                          --------------------------------
University of Massachusetts

By:
   ------------------------------
   Printed Name:

Title:
      ---------------------------
Date:
      ---------------------------



                                       8
<PAGE>

                                    EXHIBIT E

                                CYTRX CORPORATION
                       SCIENTIFIC ADVISORY BOARD AGREEMENT



         This Agreement,  dated as of ______,  2002 (the "Agreement") is made by
and between CytRx  Corporation,  a Delaware  corporation  (the  "Company"),  and
________________________ ("Advisor") with reference to the following facts.

         A.  Company has formed a  scientific  advisory  board (the  "Scientific
Advisory  Board")  that will (i)  advise the  Company on matters  related to the
Company's research and development and the Company's acquisition of new products
and technologies,  (ii) advise the Company with respect to its dealings with the
United States Food and Drug  Administration and other such regulatory  agencies,
and  (iii)  advise  the  Company  with  respect  to  strategic  planning  in the
pharmaceutical biopharmaceutical genomics and other related areas.

         B. Advisor's  expertise and stature will materially benefit the Company
in its  operations,  research and development  activities or strategic  planning
efforts.

         WHEREAS,  the Company and  Advisor  wish to enter into this  Agreement,
whereby Advisor shall become a member of the Scientific Advisory Board.

         NOW, THEREFORE, in consideration of the premises and the agreements set
forth herein, the receipt and sufficiency of which are hereby acknowledged,  the
parties hereto agree as follows:

         1. Services.  Advisor agrees to provide to the Company such services as
are  customarily  performed  by a member  of a  scientific  advisory  board to a
company such as the Company. These services will include, without limitation:

         o        Consulting with the Company's  management within the Advisor's
                  professional area of expertise from time to time as reasonably
                  requested by the Company;

         o        Exchanging  strategic and business  development ideas with the
                  Company;

         o        Attending  scientific  or medical  meetings with the Company's
                  management,  such as United States Food & Drug  Administration
                  meetings  and other  meetings  relevant to  Advisor's  area of
                  expertise; and

         o        Attending  meetings of the entire  Scientific  Advisory Board,
                  which the Company  expects will occur  approximately  once per
                  year.

         Advisor's relationship with the Company shall be that of an independent
contractor and not that of an employee. Advisor 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 to by the Company and Advisor in writing.


<PAGE>

         2. Term. The Advisor's term of service on the Scientific Advisory Board
will begin as of the date hereof,  and will continue until either Advisor or the
Company  terminates  this  Agreement  or  the  Advisor's  participation  in  the
Scientific Advisory Board by sending written notice to the other party.

         3.  Compensation.  The Company will compensate  Advisor for joining the
Scientific  Advisory  Board and for  providing  the  services to the Company set
forth  in this  Agreement.  The  compensation  will be in the form of a grant to
Advisor of  non-qualified  options under the CytRx  Corporation  2000  Long-Term
Incentive  Plan to purchase  2,000  shares of common stock of the Company at the
per share  closing  price on the date hereof of the  Company's  publicly  traded
common  stock (the  "Options").  The  Options  will vest fully upon the one year
anniversary  of their grant on the date hereof.  The Options may be exercised at
any time through four years after the one year anniversary date.

         In  addition,   the  Company  shall  pay  Advisor  for  all  reasonable
out-of-pocket  expenses  actually  incurred  by Advisor  relating  to  Advisor's
provision of services under this Agreement,  including attending meetings as set
forth above,  in each case pursuant to a prior written  approval of the expenses
by the Company.

         Should Advisor perform extraordinary services on behalf of the Company,
he may  receive  additional  compensation,  upon  agreement  with  the  Company.
However,  absent any such additional  agreement between the Company and Advisor,
this  Agreement  shall  not  imply  the  right to  receive  any such  additional
compensation.

         4. Confidential Information.  Advisor will hold in a fiduciary capacity
for the benefit of the Company all secret or confidential information, knowledge
or data relating to the Company or any of its  affiliated  companies,  and their
respective  businesses.  Advisor will not,  without the prior written consent of
the  Company,  or as  may  otherwise  be  required  by  law  or  legal  process,
communicate or divulge any such  information,  knowledge or data to anyone other
than to the Company and those designated by the Company in writing. Furthermore,
upon  termination of this Agreement or of Advisor's  service to the Company as a
member of the Scientific  Advisory Board,  Advisor will promptly  deliver to the
Company all books, memoranda, records and written data of every kind relating to
the  business  and  affairs  of the  Company  that may  then be in his  personal
possession.  Advisor  acknowledges  and  agrees  that this  provision  regarding
confidential  information  will survive  termination of this Agreement or of the
Advisor's service to the Company as a member of the Scientific Advisory Board.

         5. Non-Compete;  Nonsolicitation. During the term of this Agreement and
for one (1) year  thereafter,  Advisor  will not,  without the  Company's  prior
written consent,

              (a) directly or  indirectly  work on any products or services that
are or will be  competitive  with  products or services  (i) being  commercially
developed or exploited by the Company during  Advisor's  consultancy and (ii) on
which Advisor worked or about which Advisor learned  confidential or proprietary
information during Advisor's consultancy with the Company; or



                                       2
<PAGE>


              (b) solicit the  employment  of any  employee of the Company  with
whom Advisor has had contact in connection with the  relationship  arising under
this Agreement.

         6. No Conflict.  Advisor  represents that Advisor's  performance of all
the terms of this  Agreement and that  Advisor's  retention as an advisor by the
Company  does not and will not breach any  agreement to keep in  confidence  any
proprietary  information  acquired by Advisor in  confidence  prior to Advisor's
retention as an advisor by the Company. Advisor has not entered into, and agrees
Advisor will not enter into, any agreement,  either written or oral, in conflict
with the foregoing  sentence.  Advisor  understands as part of the consideration
for the offer to retain Advisor as an advisor,  and of Advisor's retention as an
advisor by the  Company,  that  Advisor  has not brought and will not bring with
Advisor any  equipment,  supplies,  facility or trade secret  information of any
current or former  employer  which are not  generally  available  to the public.
Advisor also  understands  that,  in Advisor's  retention as an advisor with the
Company, Advisor is not to breach any obligation of confidentiality that Advisor
has  to  others,  and  Advisor  agrees  that  Advisor  shall  fulfill  all  such
obligations during Advisor's retention as an advisor with the Company.

         7. License and  Assignment  of Rights.  Advisor  acknowledges  that all
inventions,  original works of  authorship,  developments,  concepts,  know-how,
improvements  or trade secrets which are made by Advisor (solely or jointly with
others)  within  the  scope  of and as part of  Advisor's  consultancy  with the
Company  (collectively  referred to herein as "Inventions")  are "works made for
hire" (to the greatest  extent  permitted by applicable law) and are compensated
by such amounts paid to Advisor under this Agreement, unless regulated otherwise
by the  mandatory  law of the  State of  California.  Advisor  also  agrees  and
warrants  that  Advisor  will not use or  incorporate  third  party  proprietary
materials  into  Inventions or disclose third party  proprietary  information to
Company.

         8.  Resolution of Disputes.  Any dispute arising under or in connection
with any matter  related to this  Agreement  or any related  agreement  shall be
resolved exclusively by arbitration.  The arbitration will be in conformity with
and subject to the applicable  rules and procedures of the American  Arbitration
Association.  All parties agree to be (i) subject to the  jurisdiction and venue
of the arbitration in Los Angeles, California; and (ii) bound by the decision of
the arbitrator as the final decision with respect to the dispute. This provision
will survive the termination of this Agreement on Advisor's participation on the
Scientific Advisory Board.

         9. Governing Law. This agreement  shall be governed by and construed in
accordance with the laws of the State of California without regard to the choice
of law rules thereof.

         10. Amendment. This Agreement may only be amended by a writing executed
by both parties.

         11.  Disclosure of Relationship.  The parties each shall be entitled to
disclose that Advisor is serving on the Scientific Advisory Board,  including in
any business plan press  release,  advertisement,  prospectus or other  offering
document of the Company.



                                       3
<PAGE>

         12.  Entire  Agreement.   Except  for  any   non-disclosure   agreement
previously  entered into by the parties,  this Agreement  constitutes the entire
agreement  between the parties  hereto with respect to Advisor's  service on the
Scientific   Advisory   Board,   and   supercedes  all  prior  oral  or  written
understandings or agreements between the parties hereto.

         13.  Severability.  If any  provision  of this  Agreement is held to be
unenforceable  under  applicable  law, such  provision  shall be severed and the
remaining provisions of this Agreement shall continue in full force and effect.

         14. 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:
                                    --------------------------------------------
                                    Steven A. Kriegsman, Chief Executive Officer



                                ADVISOR


                                By:
                                    --------------------------------------------
                                    Print Name:


                                       4
<PAGE>

                                    EXHIBIT F


                         FORM OF UMMS LICENSE AGREEMENT



                FILED SEPARATELY IN CYTRX CORPORATION'S FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2003




<PAGE>

                                    EXHIBIT G

                                  ARAIOS, INC.

                       SCIENTIFIC ADVISORY BOARD AGREEMENT


         This Scientific Advisory Board Agreement (the "Agreement")  between Dr.
Michael P. Czech (the "SAB  Member") and Araios,  Inc.,  a Delaware  corporation
(the  "Company"),  is made  effective as of September  17, 2003 (the  "Effective
Date").  In connection  with the  appointment  of the SAB Member to serve as the
Chairman  of the  Scientific  Advisory  Board (the "SAB") of the Company and the
mutual promises of the parties hereunder, it is agreed as follows:

         1.  General.  The Company  hereby  retains the SAB Member,  and the SAB
Member  hereby  agrees to serve,  as the Chairman of the SAB and to consult with
the Company with regard to its Business  (such services and  consultation  being
herein referred to as the "Services").  The term "Business" currently relates to
drug discovery and development,  manufacturing and marketing of products for the
prevention,  treatment  and  diagnosis  of  type-2  diabetes  and  obesity  (the
"Business").  Such Services shall not include those  services  prohibited by the
Principal Institution (as defined in Section 2 below) as set forth in Schedule A
attached  hereto  and  incorporated  herein or any  Affiliated  Institution  (as
defined in Section 2 below).  The SAB Member is agreeing to provide the Services
under this Agreement in consideration of CytRx Corporation ("CytRx") agreeing to
purchase preferred stock of the Company.  SAB member may join advisory boards of
other companies and institutions who do not compete with the Business,  provided
that such commitments do not conflict with his obligations hereunder.

         2.  Performance of Services.  As of the Effective  Date, the SAB Member
agrees to make himself  available to render the Services,  at such time or times
and location or locations  as may be mutually  agreed,  from time to time at the
request of the  Company.  The SAB Member  agrees not to perform any Services for
the Company on the premises of the  University of  Massachusetts  Medical School
(the  "Principal  Institution"),  any academic  institution or any hospital with
which he is affiliated (each such Principal  Institution,  academic  institution
and hospital an "Affiliated  Institution") or with the respective  facilities or
funds of any such  Affiliated  Institution  which could result in claims by such
Affiliated  Institution  of rights in any  Inventions  (as  defined in Section 8
hereof),  without  the express  prior  agreement  of Company and the  Affiliated
Institution, as appropriate.  Unless covered by an appropriate agreement between
any  third  party  and the  Company,  the SAB  Member  shall  not  engage in any
activities or use any facilities in the course of providing Services which could
result in claims of ownership to any Inventions  being made by such third party.
The SAB Member  agrees to devote  his best  efforts  to the  performance  of the
Services.  The  SAB  Member  agrees  to  chair  meetings  of the  SAB,  act in a
leadership roll in determining the scientific areas of interest and direction of
the Company with respect to the Business,  perform any other services  typically
performed by the chairman of the scientific  advisory board of a company such as
the  Company  and  attend at least four SAB  meetings  per year and to devote at
least four hours per month to the  performance  of other Services as the Company
may  request.  In  connection  therewith,  the  Company  shall have the right to
publicize  the SAB Member's  affiliation  with the Company.  The Company and SAB
Member  further  agree that the SAB Member  shall  have the  further  rights and
responsibilities  set forth in  Sections  5 and 6 of that  certain  Stockholders
Agreement dated as of September 17, 2003 by and among the Company, CytRx and the
SAB Member (the "Stockholders Agreement").



<PAGE>

         3.  Compensation.  The  Company  shall not be  required  to pay the SAB
Member any compensation for the Services.  The Company shall promptly  reimburse
the  SAB  Member  for  reasonable  out-of-pocket  expenses,  including,  without
limitation,  travel expenses  incurred by him in the performance of the Services
(including attendance at all SAB meetings), following the Company's receipt of a
request for reimbursement from the SAB Member. If requested by the Company,  the
SAB Member shall  provide the Company  with  documentation  supporting  all such
expenses.

         4. Principal Institution. The Company recognizes that the activities of
the SAB  Member  are or will be  subject  to the  rules and  regulations  of the
Principal Institution or Affiliated  Institution,  now or in the future, and the
Company agrees that SAB Member shall be under no obligation to perform  Services
if  such  performance  would  conflict  with  such  rules  and  regulations,  or
constitute a conflict of interest under the relevant  policies of the Affiliated
Institution.  The SAB  Member  has no reason to  believe  that the SAB  Member's
performance of any of the services  contemplated by this Agreement will conflict
with the  applicable  rules or policies of any Affiliated  Institution,  each as
presently  in  effect.  In the event such rules and  regulations  shall,  in the
Company's opinion,  substantially  interfere with the performance of Services by
the SAB Member,  the Company may terminate this Agreement upon 30 days notice to
the SAB Member. The SAB Member shall provide copies to the Company of all status
reports  he  delivers  and  other  material  correspondences  he  has  with  any
Affiliated  Institution  concerning  this Agreement or the Services within three
days of his delivery or receipt of such report or correspondence.

         5. Term. The SAB Member's performance of Services shall commence on the
Effective Date of this Agreement and unless terminated  earlier,  this Agreement
shall continue for a period of five (5) years thereafter (such period, including
any extension of such period,  the "Term"),  unless either the SAB Member or the
Company terminates this Agreement pursuant to Section 6 hereof.

         6. Termination; Effect of Termination. This Agreement may be terminated
by the Company at any time upon 30 days prior  written  notice.  If either party
breaches any of its material  obligations  under this  Agreement in any material
respect,  the  non-breaching  party may terminate this Agreement (in addition to
any other available  remedy),  in the event that such breach is not cured within
ten days after receipt by such party of written notice thereof.

         Such termination shall not relieve the SAB Member or the Company of any
obligations  hereunder  which  by  their  terms  are  intended  to  survive  the
termination of the SAB Member's association with the Company, including, but not
limited to, the obligations of Sections 8, 9, 10, 11, 12, 14 and 22.

         Upon termination of this Agreement for any reason, the SAB Member shall
promptly  deliver to the  Company  any and all  property  of the  Company or its
customers, licensees, licensors, or affiliates which may be in his possession or
control,   including  without  limitation,   products,  cell  lines,  materials,
memoranda,  notes, diskettes,  records, reports,  laboratory notebooks, or other
documents  or  photocopies  of the  same  and  shall  destroy  any  Confidential
Information (as defined in Section 9 hereof) in intangible form.



                                       2
<PAGE>


         7.  Independent  Contractor.  It is understood  and agreed that the SAB
Member is an  independent  contractor  and that neither this  Agreement  nor the
Services to be rendered hereunder shall for any purpose whatsoever or in any way
or manner create any employer-employee relationship between the parties. The SAB
Member  shall not be  entitled  to any fringe  benefits  generally  provided  to
employees  of the  Company  and the  Company  shall not be  required to maintain
workers' compensation coverage for the SAB Member.

         8. Inventions.  The SAB Member shall promptly  disclose to the Company,
and hereby assigns and agrees to assign to the Company (or as otherwise directed
by the  Company),  his full  right,  title and  interest to all  Inventions  (as
defined below).  The SAB Member agrees to cooperate fully with the Company,  its
attorneys  and  agents,  in the  preparation  and filing of all papers and other
documents  as may be required to perfect the  Company's  rights in and to any of
such  Inventions,  including,  but  not  limited  to,  execution  of any and all
applications for domestic and foreign patents,  copyrights or other  proprietary
rights and the  performance  of such other acts  (including,  among others,  the
execution  and delivery of  instruments  of further  assurance or  confirmation)
requested by the Company to assign the  Inventions  to the Company and to permit
the  Company to file,  obtain  and  enforce  any  patents,  copyrights  or other
proprietary  rights in the  Inventions,  all at the Company's  expense.  The SAB
Member hereby  designates the Company as his agent,  and grants to the Company a
power of attorney with full power of substitution, which power of attorney shall
be deemed  coupled  with an  interest,  for the  purpose of  effecting  any such
assignment  hereunder  from the SAB Member to the  Company.  "Inventions"  shall
mean, for purposes of this paragraph, ideas, discoveries, creations, manuscripts
and properties, innovations,  improvements, know-how, inventions, trade secrets,
apparatus, developments,  techniques, methods, biological processes, cell lines,
laboratory notebooks and formulas (whether or not patentable or copyrightable or
constituting  trade  secrets)  conceived,  made or  discovered by the SAB Member
(whether  alone or with others)  within the  Business as a result of  consulting
with the  Company  under  this  Agreement  and/or  as a result  of  Confidential
Information  (as defined in Section 9 hereof)  received from the Company.  In no
event,  however,  shall the SAB  Member's  obligations  hereunder  relate to any
right,   title  or  interest  that  the  SAB  Member  may  have  in  inventions,
discoveries,  developments,  methods and processes (whether or not patentable or
copyrightable or constituting  trade secrets)  conceived,  made or discovered by
the SAB Member  (whether  alone or with  others) with the use of  facilities  or
fundings of any  Affiliated  Institution  and that the SAB Member is required to
assign to his Affiliated  Institution  pursuant to the rules and  regulations of
such  Affiliated  Institution.  The SAB Member  agrees to not  knowingly  use or
incorporate any third party  proprietary  information  into any Inventions or to
disclose such  information  to the Company.  Upon  termination of this Agreement
with the Company, the SAB Member shall provide to the Company in writing a full,
signed statement of all Inventions in which the SAB Member participated prior to
termination of this Agreement.

         9. Confidentiality. During the period of this Agreement, the SAB Member
will be exposed to  certain  information  concerning  the  Company's  or CytRx's
research,  business,  Inventions,  products,  proposed  new  products,  designs,
clinical testing programs,  manufacturing  processes and techniques,  customers,
and other  information  and materials  that embody trade secrets or technical or
business  information  that is  confidential  and  proprietary to the Company or
CytRx and is not  generally  known to the  public  (collectively,  "Confidential
Information").  Confidential  Information shall not include information that (i)
is in the public domain on the Effective Date of this Agreement,  (ii) is or was


                                       3
<PAGE>

disclosed to the SAB Member by a third party  having no  fiduciary  relationship
with the Company or CytRx and having no known obligation of confidentiality with
respect to such information or (iii) was independently known or developed by the
SAB Member without reference to the Confidential  Information as demonstrated by
the SAB Member by written records.  The SAB Member hereby agrees not to disclose
or make use of, or allow others to use, any Confidential Information,  except to
Company  employees  and  representatives,  without the  Company's  prior written
consent, unless such information becomes publicly available, through no fault of
the SAB Member. In addition, the SAB Member further agrees not to make any notes
or memoranda  relating to the business of the Company other than for the benefit
of the Company or CytRx and not to use or permit to be used at any time any such
notes or memoranda other than for the benefit of the Company.

         10.  Injunctive  Relief.  The SAB Member agrees that any breach of this
Agreement by him could cause  irreparable  damage to the Company and that in the
event of such  breach  the  Company  shall  have the right to obtain  injunctive
relief, including,  without limitation,  specific performance or other equitable
relief to prevent the violation of his  obligations  hereunder.  It is expressly
understood  and agreed that  nothing  herein  contained  shall be  construed  as
prohibiting  the Company from  pursuing any other  remedies  available  for such
breach or threatened  breach,  including,  without  limitation,  the recovery of
damages by the Company.

         11. No Assignment by the SAB Member. The Services to be rendered by the
SAB Member are  personal  in nature.  The SAB Member may not assign or  transfer
this Agreement or any of his rights or obligations hereunder.  In no event shall
the SAB Member assign or delegate  responsibility  for actual performance of the
Services to any other natural person.

         12.  Publications.  The SAB Member  agrees that he will not at any time
publish any  Confidential  Information  that becomes known to him as a result of
his  relationship  with the Company  which is, or  pursuant to the terms  hereof
becomes,  the  property  of  the  Company  or any  of  its  clients,  customers,
consultants, licensors, licensees, or affiliates except to such extent as may be
necessary in the  ordinary  course of  performing  in good faith his duties as a
member of the SAB of the  Company  and with the  prior  written  consent  of the
Company.

         During  the Term  and for a period  of two  years  thereafter,  the SAB
Member  agrees to submit  to the  Company  for a period of at least 30 days (the
"Review  Period") a copy of any  proposed  manuscript  or other  materials to be
published  or otherwise  publicly  disclosed by the SAB Member (each a "Proposed
Publication")  which contains  information  derived,  in whole or in part,  from
Services  performed for the Company in sufficient  time to enable the Company to
determine if patentable  Inventions or  Confidential  Information of the Company
would be  disclosed.  Nothing  herein  shall be  construed  to restrict  the SAB
Member's  right  to  publish  material  which  does  not  contain   Confidential
Information.  Following  the  expiration of the Review  Period,  if the Proposed
Publication does not disclose patentable Inventions or Confidential  Information
such  Proposed  Publication  shall be deemed to be  approved  by the Company for
publication. In addition, the SAB Member will cooperate with the Company in this
respect and will delete from the manuscript or other disclosure any Confidential
Information  if  requested  by the Company and will assist the Company in filing
for patent  protection  for any  patentable  Inventions  prior to publication or
other disclosure.


                                       4
<PAGE>

         13. No Conflicting  Agreements.  The SAB Member represents and warrants
that, other than as provided in Section 4 or as set forth on Schedule A attached
hereto,  he is not a party to any commitments or obligations  inconsistent  with
this  Agreement  and hereby  agrees to indemnify  and hold the Company  harmless
against any claim based upon circumstances  alleged to be inconsistent with such
representation and warranty. During the Term, the SAB Member will not enter into
any agreement  either  written or oral in conflict with this  Agreement and will
arrange to provide  Services  under this Agreement in such a manner and at times
that such Services will not conflict with his  responsibilities  under any other
agreement,   arrangement  or   understanding   or  pursuant  to  any  employment
relationship  he has at any  time  with any  third  party.  In the  event of any
conflict  with any  agreement  or  policy  of any  Affiliated  Institution,  the
agreement or policy of the Affiliated Institution shall control.

         14. Nonsolicitation.  During the Term and for one year thereafter,  the
SAB Member will not,  without the Company's prior written  consent,  solicit the
employment  of any  employee  of the  Company  with whom the SAB  Member has had
contact in connection with the relationship arising under this Agreement.

         15.  Disclosure of Relationship.  The parties each shall be entitled to
disclose  that the SAB Member is serving on the SAB,  including  in any business
plan, press release, advertisement, prospectus or other offering document of the
Company or CytRx;  provided that SAB Member shall have the opportunity to review
press releases  relating to announcement  of this Agreement and  developments in
the Business  prior to release,  with approval of such press  releases not to be
unreasonably  delayed or withheld.  Notwithstanding  the foregoing,  the Company
shall not  require  the  approval  by the SAB  Member of any  press  release  or
governmental  filing that in the opinion of the Company's counsel is required to
be made.

         16. Notices.  All notices and other  communications  hereunder shall be
delivered  or  sent  by  facsimile  transmission,  recognized  courier  service,
registered or certified mail, return receipt requested.

                   If to the Company:

                   Mark A. Tepper, Ph.D.
                   One Innovation Drive
                   Worcester, MA 01605
                   Fax:  (617) 222-0518

                   If to the SAB Member:

                   Dr. Michael P. Czech
                   75 Ruggles Street
                   Westborough,  MA 02093
                   Fax:

         Such notice or  communication  shall be deemed to have been given as of
the date sent by the facsimile or delivered to a recognized courier service,  or
three days following the date sent by registered or certified mail.



                                       5
<PAGE>


         17.  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the benefit of the parties and their respective legal  representatives,
successors  and  permitted  assigns.  The SAB Member agrees that the Company may
assign this Agreement,  in whole or in part, to any person or entity  controlled
by, in  control  of, or under  common  control  with,  the  Company,  and to any
purchaser  of  all  or  substantially  all of  its  assets  or to any  successor
corporation  resulting from any merger or  consolidation  of the Company with or
into such corporations.

         18. Entire  Agreement.  This Agreement  together with the  Stockholders
Agreement  constitute the entire agreement between the parties as to the subject
matter hereof. To the extent that the Stockholders  Agreement imposes broader or
additional  obligations  on the Company or the SAB Member with respect to any of
the matters covered by this  Agreement,  the Company and the SAB Member shall be
subject to such broader or additional obligations that do not conflict herewith.
No provision of this Agreement shall be waived,  altered or cancelled  except in
writing signed by the party against whom such waiver, alteration or cancellation
is asserted. Any such waiver shall be limited to the particular instance and the
particular time when and for which it is given.

         19. Governing Law. This Agreement shall be governed by and construed in
accordance  with the internal laws of the State of Delaware,  without  regard to
conflict of law principles.

         20. Enforceability. The invalidity or unenforceability of any provision
hereof as to an  obligation  of a party  shall in no way affect the  validity or
enforceability  of any other provision of this Agreement,  provided that if such
invalidity or  unenforceability  materially  adversely  affects the benefits the
other party reasonably expected to receive hereunder,  that party shall have the
right to terminate this  Agreement.  Moreover,  if one or more of the provisions
contained in this Agreement shall for any reason be held to be excessively broad
as to  scope,  activity  or  subject  so as to be  unenforceable  at  law,  such
provision or  provisions  shall be construed by limiting or reducing it or them,
so as to be enforceable to the extent  compatible  with the applicable law as it
shall then appear.

         21.  Construction.  This Agreement has been prepared  jointly and shall
not be strictly construed against either Party.

         22. Resolution of Disputes.  Any dispute arising under or in connection
with any matter  related to this  Agreement  or any related  agreement  shall be
resolved exclusively by arbitration.  The arbitration will be in conformity with
and subject to the applicable  rules and procedures of the American  Arbitration
Association.  All parties agree to be (i) subject to the  jurisdiction and venue
of the arbitration in Los Angeles, California; and (ii) bound by the decision of
the arbitrator as the final decision with respect to the dispute.

         23. 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.




                                       6
<PAGE>

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement as a sealed instrument as the date first written above.

                                                ARAIOS, INC.


                                                By:
                                                   --------------------------
                                                   Mark A. Tepper, Ph.D.
                                                   President



-------------------------------
Name:  Dr. Michael P. Czech

Social Security Number:

-------------------------------





                                       7
<PAGE>

                                   SCHEDULE A

                             Conflicting Agreements

         (a) The  Scientific  Advisory  Board  Consulting  Agreement and related
agreements by and between Dr. Michael P. Czech and  Metabolex,  Inc., a Delaware
corporation,  located in Hayward,  CA, a copy of which has been  provided to the
Company and CytRx.

         (b)  The  conflict  of  interest  and  intellectual  property  transfer
policies  of the  University  of  Massachusetts  ("UMass"),  as outlined in that
certain  letter dated July 28, 2003 from Thomas J. Chmura of UMass to Dr. Czech,
a copy of which has been provided to the Company and CytRx,  and the "University
of Massachusetts Uniform Consulting Agreement Provisions" referenced therein and
set forth below:

                           UNIVERSITY OF MASSACHUSETTS
                     UNIFORM CONSULTING AGREEMENT PROVISIONS

All faculty at the University of Massachusetts (the "University") are subject to
the  University  Policy  on  Faculty  Consulting  and  Outside  Activities  (the
`Policy").  The Policy  recommends  that faculty at the University  attach these
Uniform Consulting Agreement Provisions ("Uniform  Provisions") to any agreement
or  arrangement  ("Consulting  Agreement")  under  which a faculty  member  will
provide consulting services to, or will engage in other non-academic  activities
in his or her area of  expertise  on behalf of any  for-profit  organization  (a
"Company").  These  Uniform  Provisions  are  intended to  clarify,  among other
things,  the  respective  legal rights of the  University and the Company in any
intellectual property and other work product that may be developed or discovered
by the faculty member in the course of performing  services for the Company.  If
any term of the Uniform Provisions is inconsistent with a term of the Consulting
Agreement to which the Uniform Provisions are attached, the terms of the Uniform
Provisions govern.

University  faculty are permitted to devote the equivalent of one day within the
academic week to the  performance of outside  activities,  including  consulting
with Companies. These activities must he reported to the Department Chair of the
faculty member in order to ensure  compliance with this time restriction and the
ability  of the  faculty  member  to  meet  his or her  responsibilities  to the
University. In certain instances,  these activities must also be reviewed by the
University's   Conflicts   Committee.   The   Conflicts   Committee  may  impose
restrictions on the consulting relationship.

University faculty are ordinarily prohibited from using  University-administered
funds,  facilities,  and equipment in the  performance of services for a Company
pursuant to a Consulting  Agreement.  In addition,  faculty must obtain  special
approval to involve  University  students in  consulting  or other  services for
Companies. Companies may obtain access to University facilities,  equipment, and
personnel under a sponsored research agreement with the University.

University  faculty  may not use the name of the  University  in relation to any
outside  activities,   including  consulting  work,  except  to  describe  their
credentials.



                                       8
<PAGE>

University  faculty are  permitted  to assign to a Company  their  rights in any
invention,  discovery, or development  (collectively,  "Intellectual  Property")
that arises while  performing  services under a Consulting  Agreement,  provided
that the faculty member did not use  University-administered  funds, facilities,
or equipment (collectively,  "University Resources") in the course of developing
that  Intellectual  Property.  if a  faculty  member  made  significant  use  of
University Resources, the faculty member is contractually obligated to assign to
the University all of his or her rights in that Intellectual Property.

The  University  presumes  that a faculty  member  did make  significant  use of
University  Resources in the  development of  Intellectual  Property that is the
same as, directly related to, or substantially  similar to a research project in
which that faculty  member is engaged at the  University.  In order to avoid any
confusion  regarding  ownership of  Intellectual  Property,  the  University has
determined  and Company  agrees that the field of services to be provided  under
this Consulting Agreement is directly related to or substantially similar to the
research projects undertaken by the faculty member at the University. Therefore,
any  Intellectual  Property  developed by the faculty  member during the term of
this Consulting Agreement is owned by the University,  and the Company may enter
into negotiations to obtain license rights to the Intellectual Property.

No Consulting  Agreement may limit the ability of a University faculty member to
use or publish  information that (a) was developed,  discovered,  or acquired by
the faculty  member in the course of research  performed  at the  University  or
otherwise  outside the scope of the consulting  services,  (b) was in the public
domain  before the  consulting  services  were  performed (C) entered the public
domain by means other than an unauthorized  disclosure  resulting from an act or
omission  by the  faculty  member,  (d) was known to the  faculty  member or the
University before the consulting services were performed,  or (e) is required to
be disclosed in order to comply with  applicable  law,  regulations,  or a court
order.

A Company  may  require a faculty  member to leave with the  Company  any notes,
data, and records developed in the performance of consulting services,  provided
that the  faculty  member may retain one copy of those  documents  for  archival
purposes.

Companies  should be aware that, in addition to the Policy,  University  faculty
are subject to the University  Intellectual  Property  Policy and the University
Policy on Conflicts of Interest Relating to Intellectual Property and Commercial
Ventures. The University will make the three policies available upon request.



                                       9
<PAGE>

These  Uniform  Provisions  remain  in  effect  during  the  entire  term of the
Consulting Agreement to which they are attached.


AGREED AND ACCEPTED:

Faculty Member                          Company


By:
    ------------------------------      ----------------------------------
    Printed Name                        Print Legal Name of Company

Date:                                   By:
      ----------------------------         -------------------------------
                                           Printed Name:

                                    Title:
                                          ---------------------------------
                                    Date:
                                         ----------------------------------

University of Massachusetts
---------------------------

By:
   ------------------------------
   Printed Name:

Title:
      ---------------------------

Date:
     ----------------------------



                                       10