Exhibit
      10.2

     

    September
      12, 2007

    


    J.
      Chris
      Houchins

    27
      Saw
      Mill Road

    Warren,
      NJ 07059

    


    Dear
      Mr.
      Houchins:

    


    We
      are
      pleased to offer you the position of Vice President of Clinical Development
      of
      Arno Therapeutics, Inc. (“Arno”). This letter (the “Letter”) sets forth the
      proposed terms of your employment with Arno:

    


    
      	 	
              1.

            	
              You
                shall serve as Vice President of Clinical Development of Arno and
                shall
                have such powers and perform such duties as are customarily performed
                by
                the Vice President of Clinical Development. You shall report directly
                to
                Dr. Scott Fields.

            


    

    


    
      	 	
              2.

            	
              You
                shall receive an annual base salary equal to One Hundred Eighty Thousand
                Dollars ($180,000), payable in accordance with Arno’s payroll
                practices.

            


    

    


    
      	 	
              3.

            	
              You
                will receive an annual bonus of up to 25% of your base salary based
                upon
                the successful accomplishment of individual and corporate performance
                goals to be agreed upon annually between you and the President of
                Arno,
                which amount shall be pro-rated for the year 2007. Any performance
                bonus
                shall be payable on or about December 31st
                of
                each year. 

            


    

    


    
      	 	
              4.

            	
              Arno
                shall grant to you stock options pursuant to the Company’s 2005 Stock
                Option Plan (the “Employment Options”) to purchase Fifty Thousand (50,000)
                shares of common stock of Arno, par value $0.001 per share (the “Common
                Stock”). The Employment Options shall have an exercise price equal to Two
                Dollars ($2.00) per share. The Employment Options shall be subject
                to the
                terms and conditions of the Plan and shall vest and become exercisable
                in
                accordance with the following schedule:


            


    

    


    
      	 	
              a.

            	
              12,500
                Employment Options shall become exercisable on the first anniversary
                of
                the Effective Date; and 

            


    

    


    
      	 	
              b.

            	
              thereafter,
                1,042 Employment Options shall become exercisable on the last day
                of each
                calendar month until all remaining Employment Options are fully vested
                and
                exercisable (each date on which Employment Options vest is hereinafter
                referred to as a "Vesting Date"). 

            


    

    


    
      	 	
              c.

            	
              For
                purposes of this Agreement, “Fully Diluted Basis” shall mean the number of
                shares of Common Stock that would be outstanding at the time of
                issue.

            


    

    


    
      	 	
              5.

            	
              Arno
                will reimburse you for all normal, usual and necessary expenses incurred
                in furtherance of the business and affairs of Arno, including reasonable
                travel and entertainment, upon timely receipt by Arno of appropriate
                vouchers or other proof of your expenditures and otherwise in accordance
                with any expense reimbursement policy as may from time to time be
                adopted
                by Arno.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              6.

            	
              You
                shall be entitled to three (3) weeks of vacation, sick and personal
                days
                per year.

            


    

    


    
      	 	
              7.

            	
              Your
                employment will be on an at-will basis and shall commence on September
                __,
                2007, or such other time as may be agreed to by you and
                Arno.

            


    

    


    
      	 	
              8.

            	
              You
                shall be entitled to participate in the group medical policy of Arno.
                Arno
                will pay for health and dental insurance premiums for you at the
                basic
                level insurance plan. Should you desire to enroll in the higher insurance
                plan, you will be responsible for the payment of the difference in
                premium
                costs between the two plans. You shall be entitled to participate
                in any
                other benefits made available to employees of
                Arno.

            


    

    


    
      	 	
              9.

            	
              Confidentiality.

            


    

    


    
      	 	
              a.

            	
              You
                recognize and acknowledge that in the course of your duties you are
                likely
                to receive confidential or proprietary information owned by Arno,
                its
                affiliates or third parties with whom Arno or any such affiliates
                has an
                obligation of confidentiality. Accordingly, during and after the
                Term, you
                agree to keep confidential and not disclose or make accessible to
                any
                other person or use for any other purpose other than in connection
                with
                the fulfillment of your duties under this Agreement, any Confidential
                and
                Proprietary Information (as defined below) owned by, or received
                by or on
                behalf of, Arno or any of its affiliates. “Confidential and Proprietary
                Information” shall include, but shall not be limited to, confidential or
                proprietary scientific or technical information, data, formulas and
                related concepts, business plans (both current and under development),
                client lists, promotion and marketing programs, trade secrets, or
                any
                other confidential or proprietary business information relating to
                development programs, costs, revenues, marketing, investments, sales
                activities, promotions, credit and financial data, manufacturing
                processes, financing methods, plans or the business and affairs of
                Arno or
                of any affiliate or client of Arno. You expressly acknowledge the
                trade
                secret status of the Confidential and Proprietary Information and
                that the
                Confidential and Proprietary Information constitutes a protectable
                business interest of Arno. You agree: (i) not to use any such
                Confidential and Proprietary Information for strictly personal use
                or for
                others; and (ii) not to permanently remove any Company material or
                reproductions (including but not limited to writings, correspondence,
                notes, drafts, records, invoices, technical and business policies,
                computer programs or disks) thereof from Arno’s offices at any time during
                your employment by Arno, except as required in the execution of your
                duties to Arno, provided; however, that you shall not be prevented
                from
                using or disclosing any Confidential and Proprietary
                Information:

            


    

    


    
      	 	
              i.

            	
              that
                you can demonstrate was known to her prior to the effective date
                of that
                certain Confidential Disclosure Agreement entered into between the
                Parties
                dated [DATE], 2007; 

            


    

    


    
      	 	
              ii.

            	
              that
                is now, or becomes in the future, available to persons who are not
                legally
                required to treat such information as confidential unless such persons
                acquired the Confidential and Proprietary Information through acts
                or
                omissions by you; 

            


    

    


    
      	 	
              iii.

            	
              that
                is within your general business or industry knowledge, know-how or
                expertise; or 

            


    

    


    
      	
            	iv.	
              that
                you are compelled to disclose pursuant to the order of a court or
                other
                governmental or legal body having jurisdiction over such
                matter.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	 	
              b.

            	
              You
                agree to return immediately all Company material and reproductions
                (including but not limited, to writings, correspondence, notes, drafts,
                records, invoices, technical and business policies, computer programs
                or
                disks) thereof in your possession to Arno upon request and in any
                event
                immediately upon termination of
                employment.

            


    

    


    
      	 	
              c.

            	
              Except
                with prior written authorization by Arno, you agree not to disclose
                or
                publish any of the Confidential and Proprietary Information, or any
                confidential, scientific, technical or business information of any
                other
                party to whom Arno or any of its affiliates owes a legal duty of
                confidence, at any time during or after your employment with
                Arno.

            


    

    


    
      	 	
              d.

            	
              You
                agree that all inventions, discoveries, improvements and patentable
                or
                copyrightable works, relating to Arno’s Business (as defined below).
                (“Inventions”) initiated, conceived or made by him, either alone or in
                conjunction with others, during the Term shall be the sole property
                of
                Arno to the maximum extent permitted by applicable law and, to the
                extent
                permitted by law, shall be “works made for hire” as that term is defined
                in the United States Copyright Act (17 U.S.C.A., Section 101). For
                purposes of this Agreement, “Company’s Business”
                shall be the development of novel therapeutics for the treatment
                of
                cardiovascular disease and in the future, any other business in which
                it
                actually devotes substantive resources to study, develop or pursue.
                Arno
                shall be the sole owner of all patents, copyrights, trade secret
                rights,
                and other intellectual property or other rights in connection therewith.
                You hereby assign to Arno all right, title and interest you may have
                or
                acquire in all such Inventions; provided; however, that the Board
                of
                Directors of Arno may in its sole discretion agree to waive Arno’s rights
                pursuant to this section with respect to any Invention that is not
                directly or indirectly related to Arno’s business. You further agree to
                assist Arno in every proper way (but at Arno’s expense) to obtain and from
                time to time enforce patents, copyrights or other rights on such
                Inventions in any and all countries, and to that end you will execute
                all
                documents necessary:

            


    

    


    
      	 	
              i.

            	
              to
                apply for, obtain and vest in the name of Arno alone (unless Arno
                otherwise directs) letters patent, copyrights or other analogous
                protection in any country throughout the world and when so obtained
                or
                vested to renew and restore the same;
                and

            


    

    


    
      	 	
              ii.

            	
              to
                defend any opposition proceedings in respect of such applications
                and any
                opposition proceedings or petitions or applications for revocation
                of such
                letters patent, copyright or other analogous
                protection.

            


    

    


    
      	 	
              e.

            	
              You
                acknowledge that while performing the services under this Agreement
                you
                may locate, identify and/or evaluate patented or patentable inventions
                having commercial potential in the fields of pharmacy, pharmaceutical,
                biotechnology, healthcare, technology and other fields which may
                be of
                potential interest to Arno or one of its affiliates (the “Third Party
                Inventions”). You understand, acknowledge and agree that all rights to,
                interests in or opportunities regarding, all Third-Party Inventions
                identified by Arno, any of its affiliates or either of the foregoing
                persons’ officers, directors, employees (including you), agents or
                consultants during the Term shall be and remain the sole and exclusive
                property of Arno or such affiliate and you shall have no rights whatsoever
                to such Third-Party Inventions and will not pursue for himself or
                for
                others any transaction relating to the Third-Party Inventions which
                is not
                on behalf of Arno.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	 	
              f.

            	
              The
                provisions of this Section 9 shall survive any termination of your
                employment.

            


    

    


    If
      you
      find the foregoing arrangement acceptable, kindly sign where appropriate and
      return a copy of this Letter to me.


    


    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              By

            	
                
                /s/ Scott Fields

            
	 	
              Name:   
                Scott Fields

            
	 	
              Title:     
                President

            
	 	
              Date:

            


    

    


    Agreed
      and Accepted:

    


    
      	
              By:

            	
               
                /s/ J. Chris Houchins

            	 
	
              Name:
                J. Chris Houchins

            
	
              Date:

            


    

     

    
      
         

      

      
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