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Exhibit 10.2

FIRST AMENDMENT
TO
LOAN AND SECURITY AGREEMENT

This First Amendment to Loan and Security Agreement is entered into as of
April 4, 2007 (the Amendment), by and between
Hercules Technology Growth
Capital, Inc. (Lender) and Memory
Pharmaceuticals Corp. (Borrower).

RECITALS

Borrower and Lender are parties to that certain Loan and Security
Agreement dated as of March 16, 2007 (the
Agreement). The parties desire to
amend the Agreement to change the payment date from the last day of the month
to the first day of the month in accordance with the terms of this
Amendment.

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| | NOW, THEREFORE, the parties agree as
follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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| | 1.     Paragraph 2.4 of the Agreement is amended and restated in its entirety
to read as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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| | 2.4  Payment.  Borrower will pay accrued interest in arrears on each
Advance on the first Business Day of each month, beginning with the first
month after the Advance Date. Borrower shall repay the aggregate
principal amount of the Loans that are outstanding on May 16, 2008 in
thirty (30) equal monthly installments of principal and interest
beginning on the first Business Day of June, 2008, provided however, that
if Borrower completes any two Milestones on or prior to the first
anniversary of the Closing Date, then Borrower shall repay the aggregate
principal amount of the Loans that is outstanding on May 16, 2008 in 33
equal monthly installments of principal and interest beginning on the
first Business Day of June 2008 and continuing on the first Business Day
of each month thereafter. Each date on which a payment is due under this
Section 2.4 is referred to as a Payment Date. The entire principal
amount of the Loans and all accrued but unpaid interest hereunder remains
due and payable on February 16, 2011. Borrower shall make all payments
under this Agreement without setoff, recoupment or deduction and
regardless of any counterclaim or defense.
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2.     Unless otherwise defined, all initially capitalized terms in this
Amendment shall be as defined in the Agreement. This Amendment may be executed
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one instrument.


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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
first date above written


| |                                                        
| | -------------------------------------------------------
| |                                                        
| |                                                        
| | MEMORY PHARMACEUTICALS CORP.                           
| |                                                        
| | By: /s/ James R.
Sulat
Title: President and CEO        
| |                                                        
| |                                                        
| | HERCULES TECHNOLOGY GROWTH CAPITAL,
INC                
| |                                                        
| |                                                        
| | By: /s/ Scott
Harvey
        Title: Chief Legal Officer