CYTRX CORP
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>6
<FILENAME>ex10_6.txt
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.6

                              EMPLOYMENT AGREEMENT


         This Employment  Agreement (this  "Agreement") is made and entered into
as of August 1, 2003 (the "Effective Date") by and between CytRx Corporation,  a
Delaware  corporation  ("Employer"),  and C. Kirk  Peacock,  an  individual  and
resident of the State of California ("Employee").

         WHEREAS, Employer desires to engage Employee, initially as a consultant
and,  subsequently,  as an employee, and Employee is willing to be so engaged by
Employer, on the terms set forth in this Agreement.

         NOW,  THEREFORE,  upon the above premises,  and in consideration of the
mutual covenants and agreements hereinafter contained,  the parties hereto agree
as follows.

         1.  Engagement.  Effective as of the Effective  Date,  Employer  hereby
engages Employee as follows and Employee hereby accepts such engagement:

              1.1. Consulting  Services.  From the Effective Date through August
15, 2003,  Employer shall engage  Employee as a consultant to provide  financial
advisory and consulting  services  relating to Employer's  business on the terms
set forth herein.

              1.2. Employment. Commencing August 16, 2003, Employer shall employ
Employee as Employer's Chief Financial Officer on the terms set forth herein.

         2. Duties;  Place of Employment.  Employee shall perform such duties as
are assigned to him from time to time by Employer's  Chief Executive  Officer or
Board of Directors in a professional business-like manner and to the best of his
ability. Such duties shall include, without limitation,  the duties described on
Schedule 1 to this Agreement.  Employee  understands and agrees that his duties,
title  and  authority  may be  changed  from time to time in the  discretion  of
Employer's Chief Executive  Officer or Board of Directors.  Employee's  services
hereunder  shall be rendered at Employer's  principal  executive  offices in Los
Angeles,  California, or its environs; provided, however, that Employee shall be
entitled to render such  services  from his home in Santa  Barbara,  California,
until he relocates  his  residence  to Los Angeles  County or September 1, 2003,
whichever  occurs  first.  Except  for  travel  when  and  as  required  in  the
performance  of Employee's  duties  hereunder,  Employer  shall have no right to
require  Employee to serve the  Company at any office or location  other than as
set forth above.

         3. Time and Efforts.  Employee  shall devote all of his business  time,
efforts,  attention  and energies to  Employer's  business and the discharge his
duties hereunder.

         4. Term. The term (the "Term") of Employee's employment hereunder shall
commence  on the  Effective  Date and  shall  expire  on the  first  anniversary
thereof, unless sooner terminated in accordance with Section 6. Neither Employer
nor Employee shall have any obligation to extend or renew this Agreement. In the
event  that  Employer  elects in its  discretion  not to  extend  or renew  this
Agreement, (a) Employer shall continue to pay Employee his salary as provided in
Section  5.1 during the  period  commencing  on August 1, 2004 and ending on the
earlier of (1) January 31, 2005 or (2) the date of Employee's re-employment in a
comparable position with another company or business,  and (b) Employee shall be
entitled during such period to continued  participation,  at Employer's cost and
expense,  in any  Employer-sponsored  group benefit  plans in which  Employee is
participating immediately prior to the expiration of the Term.


<PAGE>

         5.  Compensation.  As the total  consideration for Employee's  services
rendered  hereunder,  Employer  shall  pay or  provide  Employee  the  following
compensation and benefits:

              5.1.  Salary.  Employer shall pay Employee an annual salary of One
Hundred  Sixty-Five  Thousand  Dollars  ($165,000),  in  24  equal  semi-monthly
installments  on the 15th day and the last day of each calendar month during the
Term, with the first such installment due on August 15, 2003.

              5.2.  Bonus  Compensation.  Employer shall pay Employee a bonus of
$24,750 on August 1, 2004,  provided  that  Employee  remains in the  continuous
employ of Employer through such date.

              5.3.  Stock  Options.  Employer  shall  grant  Employee  as of the
Effective  Date a nonqualified  stock option (the "Option") to purchase  210,000
shares of Employer's common stock, which, subject to Section 6.2, shall vest and
become  exercisable  as to 70,000 of the shares  covered  thereby on each of the
first, second and third annual anniversaries of the Effective Date, provided, in
each case, that Employee  remains in the continuous  employ of Employer  through
such date.  The exercise price of the Option shall be equal to the closing price
of  Employer's  common stock on the  Effective  Date as reported by Nasdaq.  The
Option  shall  have a term of ten  years  and  such  other  terms  as  shall  be
determined by Employer's  Board of Directors (or the  Compensation  Committee of
the Board of Directors) in its sole discretion and set forth in the stock option
agreement evidencing the Option.

              5.4. Expense Reimbursement.  Employer shall reimburse Employee for
reasonable and necessary  business  expenses  incurred by Employee in connection
with the performance of Employee's  duties in accordance  with Employer's  usual
practices and policies in effect from time to time.

              5.5.  Vacation.  Employee  shall  be  entitled  to two  (2)  weeks
vacation each year during the Term,  without loss of salary or bonus  hereunder,
plus sick  leave  and  personal  days,  all as  determined  in  accordance  with
Employer's usual practices and policies in effect from time to time.

              5.6. Insurance Benefits. Employee shall be eligible to participate
in any medical insurance and other benefits made available by Employer to all of
its  employees  under  its  group  plans in effect  during  the  Term.  Employee
acknowledges and agrees that,  although  Employer plans to obtain employee group
medical insurance and other benefits, no such plans are currently in effect, and
that any such plans put into effect may be modified or terminated by Employer at
any time in its discretion.

                                       2
<PAGE>

              5.7. Tax Withholding. Employer shall have the right to deduct from
the  compensation  and  benefits  due to  Employee  hereunder  any and all  sums
required for social  security and  withholding  taxes and for any other federal,
state,  or local tax or charge  which may be in effect or  hereafter  enacted or
required as a charge on the compensation or benefits of Employee.

         6. Expiration and Termination.  This Agreement may be terminated as set
forth in this Section 6.

              6.1.  Termination  by Employer for Cause.  Employer may  terminate
Employee's employment hereunder for "Cause" upon notice to Employee. "Cause" for
this purpose shall mean any of the following:

              (a)  Employee's  breach of any  material  term of this  Agreement;
provided that the first occasion of any  particular  breach shall not constitute
such Cause unless  Employee shall have previously  received  written notice from
Employer  stating the nature of such breach and affording  Employee at least ten
days to correct such breach;

              (b) Employee's conviction of, or plea of guilty or nolo contendere
to, any misdemeanor, felony or other crime of moral turpitude;

              (c) Employee's act of fraud or dishonesty injurious to Employer or
its reputation;

              (d)  Employee's  continual  failure  or  refusal  to  perform  his
material  duties as required  under this  Agreement  after  written  notice from
Employer stating the nature of such failure or refusal and affording Employee at
least ten days to correct the same;

              (e)   Employee's   act  or  omission   that,  in  the   reasonable
determination of Employer's Board of Directors,  indicates alcohol or drug abuse
by Employee; or

              (f)  Employee's  act or personal  conduct that, in the judgment of
Employer's  Board of  Directors,  gives rise to a material  risk of liability of
Employee or Employer under federal or applicable  state law for  discrimination,
or  sexual  or  other  forms of  harassment,  or other  similar  liabilities  to
subordinate employees.

         Upon  termination of Employee's  employment by Employer for Cause,  all
compensation  and benefits to Employee  hereunder shall cease and Employee shall
be  entitled  only to  payment,  not later  than  three  days  after the date of
termination, of any accrued but unpaid salary and unused vacation as provided in
Sections 5.1 and 5.5 as of the date of such termination.


                                       3
<PAGE>

              6.2.  Termination  by Employer  without  Cause.  Employer may also
terminate  Employee's  employment  without  Cause upon notice to Employee.  Upon
termination of Employee's employment by Employer without Cause, all compensation
and benefits to Employee hereunder shall cease and Employee shall be entitled to
(a) payment of (1) any accrued but unpaid salary and unused vacation as provided
in Sections 5.1 and 5.5 as of the date of such  termination,  which shall be due
and payable  upon the  effective  date of such  termination,  and (2) an amount,
which shall be due and payable  within ten days  following the effective date of
such  termination,  equal to the  salary  that  would  otherwise  be  payable as
provided in Section 5.1 for the period (the  "Severance  Period")  commencing on
the date of  termination  of Employee's  employment  and ending on the six-month
anniversary of such date, and (b) continued  participation,  at Employer's  cost
and expense, during the Severance Period in any Employer-sponsored group benefit
plans  in  which  Employee  was  participating  as of the  date of  termination.
Notwithstanding  anything to the contrary set forth in Section 5.3, in the event
Employee's  employment is terminated by Employer without Cause, the Option shall
thereupon  vest and become  immediately  exercisable as to 35,000 shares covered
thereby in addition to such number of shares,  if any, as to which the Option is
then vested in accordance with its terms.

              6.3. Death or  Disability.  Employee's  employment  will terminate
automatically  in the event of Employee's  death or upon notice from Employer in
event of his permanent disability.  Employee's "permanent disability" shall mean
his inability to fully  perform his duties  hereunder for any period of at least
75 consecutive days or for a total of 90 days, whether or not consecutive.  Upon
termination of Employee's employment as aforesaid, all compensation and benefits
to Employee hereunder shall cease and Employer shall pay to the Employee's heirs
or  personal  representatives,  not  later  than  ten  days  after  the  date of
termination,  any accrued but unpaid  salary and unused  vacation as provided in
Sections 5.1 and 5.5 as of the date of such termination.

         7. Confidentiality.  While this Agreement is in effect and for a period
of five years  thereafter,  Employee shall hold and keep secret and confidential
all  "trade   secrets"   (within  the  meaning  of  applicable  law)  and  other
confidential  or  proprietary   information  of  Employer  and  shall  use  such
information  only in the  course  of  performing  Employee's  duties  hereunder;
provided,  however, that with respect to trade secrets,  Employee shall hold and
keep secret and confidential such trade secrets for so long as they remain trade
secrets under  applicable  law.  Employee shall maintain in trust all such trade
secret or other confidential or proprietary information, as Employer's property,
including,  but not limited to, all documents  concerning  Employer's  business,
including Employee's work papers,  telephone  directories,  customer information
and notes,  and any and all copies  thereof in  Employee's  possession  or under
Employee's  control.  Upon the  expiration or earlier  termination of Employee's
employment with Employer, or upon request by Employer, Employee shall deliver to
Employer all such documents belonging to Employer,  including any and all copies
in Employee's possession or under Employee's control.

                                       4

<PAGE>



         8. Equitable Remedies;  Injunctive Relief. Employee hereby acknowledges
and agrees that monetary damages are inadequate to fully compensate Employer for
the damages that would result from a breach or threatened breach of Section 7 of
this  Agreement and,  accordingly,  that Employer shall be entitled to equitable
remedies,  including,  without  limitation,   specific  performance,   temporary
restraining orders, and preliminary  injunctions and permanent  injunctions,  to
enforce  such  Section  without  the  necessity  of  proving  actual  damages in
connection  therewith.  This provision shall not, however,  diminish  Employer's
right  to claim  and  recover  damages  or  enforce  any  other of its  legal or
equitable rights or defenses.

         9. Indemnification;  Insurance. Employer and Employee acknowledge that,
as the Chief  Financial  Officer of the Employer,  Employee shall be a corporate
officer of Employer and, as such,  Employee shall be entitled to indemnification
to the full extent  provided by Employer to its  officers,  directors and agents
under the Employer's  Certificate or Articles of Incorporation  and Bylaws as in
effect as of the date of this Agreement. Subject to his insurability thereunder,
effective  the  Effective  Date,  Employer  shall add Employee as an  additional
insured under its current policy of directors and officers  liability  insurance
and shall  continue  to insure  Employee  thereunder,  or under any  replacement
policies in effect from time to time, during the Term.

         10.  Severable  Provisions.   The  provisions  of  this  Agreement  are
severable  and if any one or more  provisions  is  determined  to be  illegal or
otherwise unenforceable,  in whole or in part, the remaining provisions, and any
partially unenforceable provisions to the extent enforceable, shall nevertheless
be binding and enforceable.

         11.  Successors and Assigns.  This Agreement shall inure to the benefit
of and shall be binding upon  Employer,  its successors and assigns and Employee
and his heirs and  representatives;  provided,  however,  that neither party may
assign this Agreement without the prior written consent of the other party.

         12. Entire Agreement.  This Agreement  contains the entire agreement of
the parties  relating to the subject matter hereof,  and the parties hereto have
made no agreements, representations or warranties relating to the subject matter
of this  Agreement  that are not set  forth  otherwise  herein.  This  Agreement
supersedes  any and all prior or  contemporaneous  agreements,  written or oral,
between  Employee and Employer  relating to the subject matter hereof.  Any such
prior or  contemporaneous  agreements  are hereby  terminated  and of no further
effect,  and Employee,  by the execution  hereof,  agrees that any  compensation
provided for under any such agreements is  specifically  superseded and replaced
by the provisions of this Agreement.

         13. Amendment.  No modification of this Agreement shall be valid unless
made in writing and signed by the parties hereto and unless such writing is made
by an executive  officer of Employer (other than  Employee).  The parties hereto
agree  that  in no  event  shall  an oral  modification  of  this  Agreement  be
enforceable or valid.


                                       5
<PAGE>

         14.  Governing  Law.  This  Agreement  is and  shall  be  governed  and
construed in accordance with the laws of the State of California  without giving
effect to California's choice-of-law rules.

         15. Notice. All notices and other  communications  under this Agreement
shall  be in  writing  and  mailed,  telecopied  or  delivered  by  hand or by a
nationally recognized courier service guaranteeing overnight delivery to a party
at the  following  address  (or to such  other  address  as such  party may have
specified by notice given to the other party pursuant to this provision):

                  If to Employer:
                  CytRx Corporation
                  11726 San Vicente Boulevard, Suite 650
                  Los Angeles, California  90049
                  Facsimile:     (310) 826-5529
                  Attention:     Chief Executive Officer

                  If to Employee:

                  C. Kirk Peacock
                  2027 State Street
                  Santa Barbara, California  93105
                  Facsimile:     (805) ___-____

         16.  Arbitration.  The parties agree if any  controversy or claim shall
arise out of this  Agreement  or the breach  hereof  (other  than claims (a) for
equitable relief, including specific performance, injunctive relief or temporary
restraining  orders or (b)  enforcing  this Section 15 or an  arbitration  award
granted in accordance herewith),  and either party shall request that the matter
be settled by arbitration  the matter shall be settled  exclusively by final and
binding  arbitration before JAMS (or its successor pursuant to the United States
Arbitration  Act, 9 U.S.C.  Section 1 et seq.) in accordance with the provisions
of JAMS' Streamlined Arbitration Rules and Procedures in effect at such time, by
a  single  arbitrator,   if  the  parties  shall  agree  upon  one,  or  by  one
arbitrator-appointee by each party and a third arbitrator appointed by the other
arbitrators.  In case of any failure of a party to make an appointment  referred
to above within two weeks after written notice of controversy,  such appointment
shall be made by JAMS. All arbitration  proceedings shall be held in the City of
Los Angeles, and each party agrees to comply in all respects with any award made
in such proceeding and to the entry of a judgment in any  jurisdiction  upon any
award  rendered  in such  proceeding.  All costs  and  expenses  of  arbitration
(including  costs  of  preparation  therefore  and  reasonable  attorneys'  fees
incurred in connection  therewith) of the party  prevailing in such  arbitration
shall be borne by the losing party to such  arbitration or otherwise as directed
by the arbitrator or arbitrators.

         17.  Survival.  Sections 7 through 16 shall  survive the  expiration or
termination of this Agreement.


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<PAGE>

         18. Counterparts.  This Agreement may be executed in counterparts, each
of which shall be deemed to be an original  and all of which  together  shall be
deemed to be one and the same agreement.

         IN WITNESS  WHEREOF,  this Agreement is executed as of the day and year
first above written.

                                   "EMPLOYER"

                                   CytRx Corporation,
                                   a Delaware corporation


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


                                   "EMPLOYEE"


                                   /s/ C. Kirk Peacock
                                   -------------------------------------
                                   C. Kirk Peacock



                                       7
<PAGE>

                                   Schedule 1

                              Description of Duties

Responsibility for

      o  Accounting and finance departments

      o  Budgeting

      o  Cash management

      o  Accounts payable and aging

      o  Accounts receivable and aging

      o  Posting of recurring accounting entries

      o  Bank reconciliations

      o  Vendor reconciliations

      o  Monthly closings of company books of account

      o  Monthly, quarterly and annual comparisons of actual vs. targeted
         results of operations

      o  Assisting in preparation of press releases regarding financial matters

      o  Assisting in capital-raising and other financing transactions

      o  Assisting in in-licensing, business acquisitions and other corporate
         transactions

      o  Coding of income and expenditures

      o  Payroll

      o  Assisting in establishing and maintaining SEC internal controls and
         procedures, including financial controls



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