exv10w2



 





EXHIBIT 10.2




[RODMAN & RENSHAW LLC LETTERHEAD]




September 30, 2004




Steven A. Kriegsman

President & Chief Executive Officer

CytRx Corporation

11726 San Vicente Blvd., Suite 650

Los Angeles, CA 90049




Dear Mr. Kriegsman:




     The purpose of this letter agreement (the “Agreement”) is to set forth the
terms and conditions pursuant to which Rodman & Renshaw, LLC (“R&R”) shall
advise CytRx Corporation (the “Company”) on certain merger and acquisition
opportunities and introduce the Company to one or more investors in connection
with the proposed private placement (the “Placement”) of securities (the
“Securities”) of the Company. The terms of such Placement and the Securities
shall be mutually agreed upon by the Company and the investor(s). R&R’s
engagement under this Agreement shall be exclusive until October 15, 2004, and
thereafter shall be non-exclusive. The identities of the investors to which R&R
introduces the Company shall be proprietary information of R&R and shall not be
divulged to third parties by the Company, nor used by the Company outside the
scope of R&R’s engagement as described herein.



     The parties hereto hereby agree that the Company shall pay to R&R the fees
and compensation set forth below if there is any financing of equity or debt
(including without limitation the Placement) or other capital raising activity
of the Company (a “Financing”) within 24 months of the date of this Agreement
with any investors to whom the Company was introduced by R&R pursuant to this
Agreement.



     In consideration of the services rendered by R&R under this Agreement, the
Company agrees to pay R&R the following fees and other compensation:





	 	(a)	 	A cash fee payable immediately upon the closing of any portion
of any Financing (including without limitation the Placement) and
equal to 7% of the aggregate proceeds raised.
	 
	 	(b)	 	7% warrant coverage.
	 
	 	(c)	 	$30,000 expense allowance payable at closing.
	 
	 	(d)	 	$240,000 for advisory services payable at the closing of any
Financing





     This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles.
Any dispute arising out of this Agreement shall be adjudicated in the courts of
the State of New York or in the federal courts sitting in the Southern District
of New York, and each of the parties hereto agrees that service of process upon
it by registered or certified mail at its address set forth herein shall be
deemed adequate and lawful. The Company shall indemnify R&R against any
liabilities arising under the Securities Act of 1933, as amended, attributable
to any information supplied or omitted to be supplied to any investor by the
Company pursuant to this Agreement.



     This Agreement constitutes the entire understanding and agreement between
the parties hereto with respect to its subject matter and there are no
agreements or understandings with respect to the subject matter hereof which
are not contained in this Agreement. This Agreement may be modified only in
writing signed by the party to be charged hereunder.



     If the foregoing correctly sets forth our agreement, please confirm this
by signing and returning to us the duplicate copy of this letter.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	

	 	 	 	 	 	 
	 	 	RODMAN & RENSHAW, LLC
	

	 	 	 	 	 	 
	Agreed to and accepted

	 	By:
	 	/s/ THOMAS G. PINOU	 	 
	as of the date first written above:

	 	 	 	
	 	 
	

	 	 	 	Name: Thomas G. Pinou	 	 
	

	 	 	 	Title: Chief Financial Officer	 	 







CYTRX CORPORATION




	 	 	 
	By:

	 	/s/ STEVEN A. KRIEGSMAN
	

	 	

	

	 	Name: Steven A. Kriegsman
	

	 	Title: President and Chief Executive Officer







330 Madison Avenue, 27th Floor

New York, NY 10017