SECOND AMENDMENT TO OFFICE LEASE

This Second Amendment to Office Lease (the “ Second Amendment ”), dated June 19, 2008, is made by and between DOUGLAS EMMETT 1993, LLC, a Delaware limited liability company (“ Landlord ”), with offices at 808 Wilshire Boulevard, Suite 200, Santa Monica, California 90401, and CytRx CORPORATION, a Delaware corporation (“ Tenant ”), with offices at 11726 San Vicente Boulevard, Suites 650 and 688, Los Angeles, California 90049.

WHEREAS,

     A.           DOUGLAS EMMETT JOINT VENTURE, a California general partnership (“ DEJV ”), pursuant to the provisions of that certain Office Lease dated April 13, 2000 (the “ Original Lease ”), leased to THE KRIEGSMAN CAPITAL GROUP, LLC, a California limited liability company (“ Original Tenant ”), and Original Tenant leased from DEJV space in the property located at 11726 San Vicente Boulevard, Suite 650, Los Angeles, California  (the “ Building ”), commonly known as Suite 650 (the “ Original Premises ”);

     B.           Subsequently, Original Tenant and Tenant and Landlord entered into that certain Assignment, Assumption and Consent dated July 31, 2003 (the “ Assignment ”), whereby Tenant assumed Original Tenant’s interest in the Original Lease;

     C.           On or about August 25, 2005, Landlord acquired all of DEJV’s interest, right and title in and to the real property and Building in which the Premises are located, becoming successor-in-interest to  DEJV and landlord under the Lease;

     D.           Subsequently, Landlord and Tenant entered into that certain First Amendment to Office Lease dated October 14, 2005 (the “ First Amendment ”), wherein Tenant expanded its occupancy within the Building to include Suite 688;

     E.           The Term of the Lease expires June 30, 2008, which Term Landlord and Tenant wish to hereby extend; and

     F.           Landlord and Tenant, for their mutual benefit, wish to revise certain other covenants and provisions of the Lease.

NOW, THEREFORE, in consideration of the covenants and provisions contained herein, and other good and valuable consideration, the sufficiency of which Landlord and Tenant hereby acknowledge, Landlord and Tenant agree:

1.           Confirmation of Defined Terms.   Unless modified herein, all terms previously defined and capitalized in the Lease shall hold the same meaning for the purposes of this Second Amendment.  The Original Lease, as amended by the First Amendment, and this Second Amendment shall be collectively referred to herein as the “ Lease ”.

2.           Extension of Term.   The Term of the Lease is hereby extended four (4) years (the “ Second Extended Term ”), from and including July 1, 2008 (the “ Effective Date ”), through and including midnight on June 30, 2012 (the “ Termination Date ”).  It is expressly understood and agreed that in no event shall Tenant have the right to further extend the Second Extended Term of the Lease.

3.           Revision in Fixed Monthly Rent.   Commencing on July 1, 2008, and continuing through June 30, 2009, the Fixed Monthly Rent payable by Tenant shall be $18,081.43 per month.

Commencing on July 1, 2009, and continuing through June 30, 2010, the Fixed Monthly Rent payable by Tenant shall increase from $18,081.43 per month to $18,895.09 per month.

Commencing on July 1, 2010, and continuing through June 30, 2011, the Fixed Monthly Rent payable by Tenant shall increase from $18,895.09 per month to $19,745.37 per month.

Commencing on July 1, 2011, and continuing throughout the remainder of the Extended Term, the Fixed Monthly Rent payable by Tenant shall increase from $19,745.37 per month to $20,633.91 per month.

 4.           Modification to Security Deposit .  Landlord acknowledges that it currently holds the sum of $120,508.46 as a Security Deposit under the Lease, which amount Landlord shall continue to hold throughout the Second Extended Term, subject to the reductions specified in this Section 4 (and subject to the other terms of this Section 4), unless otherwise applied pursuant to the provisions of the Lease.  Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, and all other laws, statutes, ordinances or other governmental rules, regulations or requirements now in force or which may hereafter be enacted or promulgated, which (i) establish the time frame by which Landlord must refund

a security deposit under a lease, and/or (ii) provide that Landlord may claim from the Security Deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums specified in Lease Article 18, and/or those sums reasonably necessary to compensate Landlord for any loss or damage caused by Tenant's breach of the Lease or the acts or omission of Tenant or any Tenant Party. As used in the Lease a “Tenant Party” shall mean Tenant, any employee of Tenant, or any agent, authorized representative, design consultant or construction manager engaged by or under the control of Tenant.

Section 4.1                           Corresponding Reduction to Security Deposit and Rent Offset.

(a