CYTRX CORP
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>14
<FILENAME>ex10_14.txt
<TEXT>
                                                                   EXHIBIT 10.14

                          [LETTERHEAD OF MAXIM GROUP]

September 16, 2003

Mr. Steve Kriegsman
Chairman
CytRx Corporation
11726 San Vicente Blvd, Suite 650
Los Angeles, CA  90049

RE:      Private Placement of Securities for CytRx Corporation

Dear Steven:

This letter confirms our understanding that CytRx Corporation (together with its
affiliates and subsidiaries,  "CytRx" or the "Company") has engaged Maxim Group,
LLC  (together  with  its  affiliates  and  subsidiaries,  "Maxim")  to act as a
placement  agent of the Company  ("Placement  Agent") in connection  with a best
efforts private  placement  offering of the Company's  Common Stock and Warrants
(the  "Placement").  This letter will confirm our  acceptance  and set forth the
terms of the engagement agreed to between Maxim and the Company. The Company has
entered into an engagement letter with Cappello Capital Corp. ("Cappello") under
which Cappello is to serve as the Company's  exclusive  placement  agent for any
financing, including the Placement. Cappello has agreed to Maxim's participation
in the Placement on the terms set forth herein.

1.       Information.  In  connection  with  the  Placement  Agent's  activities
         hereunder,  the  Company  will  furnish  Maxim  with all  material  and
         information  regarding  the  business  and  financial  condition of the
         Company (the  "Information").  The Company represents and warrants that
         all Information,  including but not limited to the Company's  financial
         statements,  will be complete and correct in all  material  repects and
         will not contain  any untrue  statement  of a material  fact or omit to
         state a material fact necessary in order to make the statements therein
         not misleading.  The Company recognizes and confirms that the Placement
         Agent:  (i) will  use and  rely  primarily  on the  Information  and on
         information  available  from  generally  recognized  public  sources in
         performing  the services  contemplated  by this letter  without  having
         independently  verified the same;  (ii) is  authorized as the Company's
         financial  advisor and placement  agent to transmit to any  prospective
         investor a copy or copies,  forms of purchase  agreements and any other
         legal documentation supplied to the Placement Agent for transmission to
         any  prospective  investor  by or on behalf of the Company or by any of
         the Company's  officers,  representatives or agents, in connection with
         the  performance  of the Placement  Agent's  services  hereunder or any
         transaction  contemplated hereby; (iii) does not assume  responsibility
         for the  accuracy or  completeness  of the  Information  and such other
         information;  (iv)  will not make an  appraisal  of any  assets  of the
         Company; and (v) retains the right to continue to perform due diligence
         during the course of the engagement. The Placement Agent agrees to keep
         the Information  confidential and will not make use thereof,  except in
         connection  with  services  hereunder  for  the  Company,  unless;  (i)
         disclosure  is  required  by  law  or  requested  by  any   government,
         regulatory  or  self-regulatory  agency  or body  in  which  event  the
         Placement Agent will provide the Company with reasonable advance notice
         of  such  proposed  disclosure;  (ii)  any  Information  is or  becomes
         generally  available  to the public;  or (iii) any  Information  was or
         becomes  available to the Placement Agent on a  non-confidential  basis
         from a source other than the Company or any of its representatives.

<PAGE>


2.       Compensation.  As compensation for services rendered and to be rendered
         hereunder by Maxim, the Company agrees to pay Maxim as follows:

         a)       An amount in cash equal to five and one half  percent (5 1/2%)
                  of  the  principal  amount  of  any  Placement  placed  and/or
                  committed by any of the investors  listed in Exhibit A hereto,
                  payable  at  the  time  of  each  closing  of  the   Financing
                  ("Placement Fee").

         b)       The Company will issue to Maxim warrants to purchase shares of
                  the Company's  Common Stock equal to five and one half percent
                  (5 1/2%) of the number of common shares  ("Shares")  issued in
                  the  Placement.  Such  Warrants  will be issued  pursuant to a
                  Warrant Agreement to be signed by Maxim and the Company, which
                  agreement shall provide, among other things, that the Warrants
                  shall be  exercisable  at an exercise price equal to the price
                  at which the Shares are sold to  investors  in the  Placement,
                  shall  expire  seven  (7)  years  from the  date of  issuance,
                  include registration rights at the time that all shares issued
                  in this Placement are registered,  and provisions for cashless
                  exercise, and such other terms as are normal and customary for
                  Warrants of this type.

         c)       The Company will  reimburse  Maxim in a timely  manner for all
                  reasonable  expenses relating to the Offering,  including road
                  show expenses,  travel, legal, and other related expenses. Any
                  expenses in excess of $500 shall be subject to prior  approval
                  by the CEO and Company and all reimbursable  expenses shall in
                  no event exceed in the aggregate $1,500.  Such  reimbursements
                  shall be made promptly upon submission by Maxim.

         d)       Notwithstanding  any termination of this Agreement pursuant to
                  the terms  hereof or  otherwise,  if on or before  the  twelve
                  month  anniversary of the final closing of the Placement,  the
                  Company  enters into a  definitive  commitment  relating to an
                  Placement  (or  any  portion   thereof),   capital  raise,  or
                  consummates an Placement with any party, or the Company enters
                  into a definitive  commitment relating to an Placement (or any
                  portion thereof) with any financing source listed in Exhibit A
                  hereto.

3.       Certain Placement Procedures.  The Company and the Placement Agent each
         represents to the other that it has not taken,  and the Company and the
         Placement  Agent each  agrees  with the other that it will not take any
         action, directly or indirectly, so as to cause the Placement to fail to
         be entitled to rely upon the exemption  from  registration  afforded by
         Section 4(2) of the Securities Act of 1933, as amended (the "Act").  In
         effecting  the  Placement,  the  Company and the  Placement  Agent each
         agrees to comply in all material respects with applicable provisions of
         the Act and any  regulations  thereunder and any applicable  state laws
         and  requirements.  The  Company  agrees that any  representations  and
         warranties  made by it to any investor in the Placement shall be deemed
         also to be made to the  Placement  Agent for its  benefit.  The Company
         agrees that it shall cause any opinion of its counsel  delivered to any
         investors in the  Placement  also to be addressed  and delivered to the
         Placement  Agent,  or to cause such counsel to deliver to the Placement
         Agent  a  letter  authorizing  it  to  rely  upon  such  opinion.  Upon
         completion of the Placement,  all shares placed by the Placement  Agent
         will be deposited  into a Maxim client  account for the benefit of each
         investor.

<PAGE>

4.       Indemnification.  The  Company  agrees to  indemnify  Maxim and related
         persons in accordance  with the attached  indemnification  letter,  the
         provisions of which are incorporated herein in their entirety.

5.       Termination:  Survival of Provisions.  This Agreement may be terminated
         by the Placement Agent or the Company at any time upon thirty (30) days
         prior written notice to the other party,  provided,  however, that: (a)
         any termination or completion of Maxim's engagement hereunder shall not
         affect the Company's  obligation to indemnify  Maxim as provided in the
         separate letter agreement  referred to above and (b) any termination by
         the  Company  of  Maxim's  engagement  hereunder  shall not  affect the
         Company's  obligation to pay fees to the extent provided for in Section
         2(d) herein;  and (c) any  termination  by Maxim of Maxim's  engagement
         hereunder  shall not affect the  Company's  obligation  to pay fees and
         reimburse the expenses accruing prior to such termination to the extent
         provided for herein. All such fees and reimbursements due the Placement
         Agent,  shall  be  paid  to  the  Placement  Agent  on  or  before  the
         Termination Date (in the event such fees and  reimbursements are earned
         or  owed  as of the  Termination  Date)  or  upon  the  closing  of the
         Placement or any applicable portion thereof (in the event such fees are
         due pursuant to the terms of Section 2 hereof).

6.       Governing   Law;   Amendment;   Headings.   This   Agreement   and  all
         controversies  arising  from and  relating  to  performance  under this
         agreement  shall be governed by and  construed in  accordance  with the
         laws of the State of New York,  without  giving  effect to such state's
         rules concerning  conflicts of laws. This Agreement may not be modified
         or amended except in writing duly executed by the parties  hereto.  The
         section  headings in this  Agreement  have been inserted as a matter of
         convenience of reference and are not part of this Agreement.

7.       Nondisclosure  of  Confidential  Information.  Maxim  and  the  Company
         mutually agree that they will not disclose any confidential information
         received  from  the  other  party to  others  except  with the  written
         permission of the other party or as such  disclosure may be required by
         law.  Maxim has been retained  under this  agreement as an  independent
         contractor with duties owed solely to the Company. The advice,  written
         or oral,  rendered  by Maxim  pursuant  to this  Agreement  is intended
         solely  for the  benefit  and use of the  Company  in  considering  the
         matters to which this  agreement  relates,  and the Company agrees that
         such  advice may not be relied upon by any other  person,  used for any
         other purpose, reproduced, disseminated, or referred to at any time, in
         any manner or for any purpose, nor shall any public references to Maxim
         be made by the  Company,  without the prior  written  consent of Maxim,
         which consent shall not be unreasonably withheld.

8.       Successors and Assigns.  The benefits of this Agreement  shall inure to
         the parities hereto, their respective successors and assigns and to the
         indemnified  parties  hereunder  and their  respective  successors  and
         assigns,  and the obligations and liabilities assumed in this Agreement
         shall  be  binding  upon  the  parties  hereto  and  their   respective
         successors and assigns.  Notwithstanding  anything  contained herein to
         the contrary,  neither the Placement Agent nor the Company shall assign
         to an unaffiliated third party any of its obligations hereunder.

9.       Press  Announcements.  The  Company  agrees  that Maxim  shall,  upon a
         successful  transaction,  have the  right to  place  advertisements  in
         financial  and  other  newspapers  and  journals  at  its  own  expense
         describing its services to the Company  hereunder,  provided that Maxim
         shall  submit a copy of any such  advertisement  to the Company for its
         approval by the CEO, such approval not to be unreasonably withheld.

<PAGE>

10.      Counterparts. For the convenience of the parties, this Agreement may be
         executed  in any number of  counterparts,  each of which  shall be, and
         shall be deemed to be, an original  instrument,  but all of which taken
         together shall constitute one and the same Agreement.

If the terms of our engagement as set forth in this letter are  satisfactory  to
you,  please sign and date the enclosed copy of this letter and  indemnification
form and send back to us. If this  agreement  is not  executed  by both  parties
within five (5) days from its date, it shall cease to be a valid offer to assist
and represent the Company.

                                    Very truly yours,

                                    Maxim Group, LLC


                                    By:  Maxim Group, LLP
                                         Managing Director - Investment Banking


                                    By:  /s/ Clifford A. Teller
                                         ---------------------------------------
                                         Clifford A. Teller
                                         Director


                                    By:  /s/ Anthony J. Sarkis
                                         ---------------------------------------
                                         Anthony J. Sarkis
                                         Managing Director


ACCEPTED AND AGREED TO: as of the date hereof: September 16, 2003

CytRx Corporation


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


<PAGE>

                                    Exhibit A

Visana
Weibol Gabor, Head of PM

Societe Babcaire Privee S.A.
C. Pele/Senior Vice President

Interglobe Finance SA

Interglobe Finance SA

PTJD Partners L.P.

Anthony Braun/General Partner

Arthur Rabin

Philip M. Damashek

Lauren Solaner

<PAGE>

____________, 2003


Maxim Group LLC
405 Lexington Avenue
New York, NY 10174

Gentlemen:

This letter will  confirm that we have  engaged  Maxim Group,  LLC to advise and
assist us in  connection  with the matters  referred to in our letter  agreement
dated September 16, 2003 (the  "Engagement  Letter").  In  consideration of your
agreement  to act on our behalf in  connection  with such  matters,  we agree to
indemnify and hold harmless you and your affiliates and you and their respective
officers,  directors,  employees  and  agents  and each  other  person,  if any,
controlling  you or any of your affiliates (you and each such other person being
an  "Indemnified  Person")  from and  against  any  losses,  claims,  damages or
liabilities related to, arising out of or in connection with the engagement (the
"Engagement")  under the Engagement  Letter, and will reimburse each Indemnified
Person for all expenses  (including  reasonable fees and expenses of counsel) as
they are  incurred in  connection  with  investigating,  preparing,  pursuing or
defending any action,  claim,  suit,  investigation  or  proceeding  related to,
arising out of or in connection with the  Engagement,  whether or not pending or
threatened and whether or not any  Indemnified  Person is a party.  We will not,
however,  be responsible  for any losses,  claims,  damages or  liabilities  (or
expenses  relating  thereto)  that are  finally  judicially  determined  to have
resulted from the bad faith or gross  negligence of any Indemnified  Person.  We
also agree that no Indemnified  Person shall have any liability  (whether direct
or indirect,  in contract or tort or otherwise) to us for or in connection  with
the  Engagement  except for any such  liability for losses,  claims,  damages or
liabilities  incurred  by us that  are  finally  judicially  determined  to have
resulted from the bad faith or gross negligence of such Indemnified Person.

We will not, without your prior written consent, settle, compromise,  consent to
the entry of any judgment in or otherwise  seek to terminate any action,  claim,
suit or proceeding in respect of which  indemnification  may be sought hereunder
(whether  or  not  any  Indemnified  Person  is a  party  thereto)  unless  such
settlement,  compromise,  consent  or  termination  includes  a release  of each
Indemnified  Person from any liabilities  without payment by such person arising
out of such action,  claim,  suit or proceeding.  No Indemnified  Person seeking
indemnification,  reimbursement  or  contribution  under  this  agreement  will,
without our prior written consent, settle,  compromise,  consent to the entry of
any  judgment  in or  otherwise  seek to  terminate  any  action,  claim,  suit,
investigation or proceeding referred to in the preceding paragraph.

If the indemnification  provided for in the first paragraph of this agreement is
judicially determined to be unavailable (other than in accordance with the third
sentence of the first paragraph  hereof) to an Indemnified  Person in respect of
any losses,  claims, damages or liabilities referred to herein, then, in lieu of
indemnifying  such  Indemnified  Person  hereunder,  we shall  contribute to the
amount paid or payable by such  Indemnified  Person as a result of such  losses,
claims,  damages or  liabilities  (and  expense  relating  thereto)  (i) in such
proportion as is appropriate to reflect the relative benefits to you, on the one
hand,  and us, on the other hand, of the  Engagement  or (ii) if the  allocation
provided  by  clause  (i)  above  is not  available,  in such  proportion  as is
appropriate to reflect not only the relative benefits referred to in such clause
(i) but also the  relative  fault  of each of you and us,  as well as any  other
relevant equitable  considerations;  provided,  however,  in no event shall your
aggregate contribution to the amount paid or payable exceed the aggregate amount

<PAGE>

of fees actually received by you under the Engagement  Letter.  For the purposes
of this agreement,  the relative  benefits to us and you of the Engagement shall
be  deemed  to be in the  same  proportion  as  (a)  the  total  value  paid  or
contemplated  to be paid or received or contemplated to be received by us or our
shareholders,  as the case may be, in the transaction or  transactions  that are
the  subject  of  the  Engagement,  whether  or  not  any  such  transaction  is
consummated,  bears  to  (b)  the  fees  paid  to  you in  connection  with  the
Transaction.

The  provisions  of  this  agreement  shall  apply  to the  Engagement  and  any
modification thereof and shall remain in full force and effect regardless of any
termination or the completion of your services under the Engagement Letter.

This agreement and the  Engagement  Letter shall be governed by and construed in
accordance  with the  laws of the  State of New  York  applicable  to  contracts
executed and to be performed in that state.

                                       Very truly yours,

                                       CytRx Corporation

                                              CytRx Corporation


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


ACCEPTED AND AGREED TO: as of the date hereof: September 16, 2003

Maxim Group, LLC

By: Maxim Group, LLC
    Managing Director - Investment Banking


By: /s/ Clifford A. Teller
    ----------------------------------------
    Clifford A. Teller
    Director


By: /s/ Anthony J. Sarkis
    ----------------------------------------
    Anthony J. Sarkis
    Managing Director


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