**Exhibit 10.1**
CONSULTING AGREEMENT
This Agreement is being madeand entered into this 2nd day of July, 2004, byand between Memory Pharmaceuticals Corp. (the “Company”), and James E. Barrett,Ph.D. (“Consultant”).
WITNESSETH
     WHEREAS, effective as of the close of business on the date hereof,Consultant has resigned as the President of Research and Development of theCompany and will no longer be an employee of the Company;
     WHEREAS, the Company desires to secure services from Consultant to assistthe Company in transitioning his job responsibilities and Consultant desires toprovide such services;
     WHEREAS, the Company desires to engage Consultant as an independentcontractor to perform the services described herein; and
     WHEREAS, the parties desire to state the terms and conditions ofConsultant’s services, effective as of the date of this Agreement, as set forthbelow.
     NOW THEREFORE, in consideration of the mutual promises contained herein,and intending to be legally bound, the parties hereto hereby declare and agreeas follows:
1. TERM; TERMINATION. The term of this Agreement shall commence on the datehereof and shall continue through July 16, 2004, or until earlier terminated bythe Company as described herein (the “Term”). The Company may terminate thisAgreement at any time, at its sole discretion, by giving Consultant two (2)days’ prior written notice.
2. CONSULTING SERVICES. During the Term, Consultant shall use his reasonablebest efforts to assist the Company in transitioning his former jobresponsibilities and his knowledge obtained in the course of performingservices for the Company as President of Research and Development of theCompany (the “Consulting Services”). Subject to his other personal and businesscommitments, Consultant shall be available to the Company, upon reasonablenotice and at reasonable times
3. COMPENSATION AND REIMBURSEMENT
     3.1. Company shall pay Consultant a fee of ten thousand dollars ($10,000),which shall be payable at the end of the Term. The Company shall issue a Form1099 in connection with the compensation paid to Consultant pursuant to thisAgreement.
     3.2. The Company will reimburse Consultant for all reasonable expensesincurred by him in the course of the performance of the Consulting Serviceshereunder.
 

 

4. INDEPENDENT CONTRACTOR. During the term of this Agreement, Consultant isan independent contractor, not an employee or agent of the Company.
5. CONFIDENTIALITY AND NONCOMPETITION AGREEMENT. Consultant agrees tocontinue to abide by the terms of the Company’s Confidentiality andNoncompetition Agreement which the Company entered into with the Consultant onApril 16, 2002 (the “CDA”), the terms of which are incorporated herein byreference and a copy of which is attached hereto as Exhibit A.
6. MISCELLANEOUS.
     6.1. Until and unless this Agreement is publicly disclosed by the Company,Consultant understands and agrees that this Agreement, and the mattersdiscussed in negotiating its terms, are entirely confidential. It is thereforeexpressly understood and agreed that, until such time as the Company publiclydiscloses this Agreement, Consultant will not reveal, discuss, publish or inany way communicate any of the terms, amounts or facts of this Agreement to anyperson, organization or other entity, with the exception of disclosure (i) tohis immediate family members and professional representatives (includingfinancial, tax and legal), (ii) to any prospective employer, but only to theextent necessary to inform such employer concerning any restrictions in the CDAregarding Consultant’s ability to perform services for such employer; (iii)required by law or by any court, arbitrator, mediator or administrative orlegislative body (including any committee thereof) with apparent jurisdictionor authority to order or require such person to disclose or make accessiblesuch information, or (iv) with respect to any litigation, arbitration ormediation involving this Agreement.
     6.2. This Agreement constitutes the entire agreement between the partieswith respect to the subject matter hereof. This Agreement may not be assignedby any of the parties hereto, and may not be amended or modified, except by thewritten consent of both parties hereto. No failure or delay on the part of anyparty hereto in exercising any right, power or remedy hereunder shall operateas a waiver thereof. Headings to Sections herein are for the convenience of theparties only, and are not intended to be or to affect the meaning orinterpretation of this Agreement. The validity, interpretation and performanceof this Agreement shall be governed by, and construed in accordance with, theinternal law of the State of New Jersey, without giving effect to conflict oflaw principles. Both parties agree that the exclusive venue for any action,demand, claim or counterclaim relating to the terms and provision of thisAgreement, or to their breach, shall be in the State or Federal courts locatedin the State and County of New Jersey. All notices required to be deliveredunder this Agreement shall be effective only if in writing and shall be deemedgiven when received by the party to whom notice is required to be given andshall be delivered personally, or by registered mail if to Consultant, to hishome address as listed in the Company’s records and if to the Company, to itsheadquarters.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the datefirst above written.
MEMORY PHARMACEUTICALS CORP.
/s/ Tony Scullion