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Exhibit 10.5
 (MEMORY PHARMACEUTICALS CORP. LOGO)Memory Pharmaceuticals Corp.100 Philips ParkwayMontvale, New Jersey 07645Phone: (201) 802-7104Fax: (201) 802-7190
    
    James R. Sulatwww.memorypharma.com
    
    President & CEO
  
 RE: Amendment to Offer Letter
 
   1.
    
    The following paragraph shall replace and supersede, in its entirety, paragraph 3 (_) of
the Offer Letter:
 (_)
    
    Upon termination of your employment for any reason, the Company will pay you
within two (2) weeks of such termination, your current base salary earned through the
termination date, plus accrued and unused vacation, if any, and other benefits or
payments, if any, to which you are entitled, less applicable deductions. In the event
your employment is terminated by the Company without Cause (as defined below) or by
you for Good Reason (as defined below), then for the twelve (12) month period after
such termination, the Company will continue to pay you your semi-monthly rate in
effect at the time of termination, less applicable deductions. In addition, the
Company will provide and pay the Companys portion of your group health insurance
during such twelve (12) month period, which shall count towards the applicable benefit
continuation period required by applicable law. Thereafter, your continued benefits
during the remainder of the continuation period shall be paid at your own expense.
Notwithstanding the foregoing, the Companys payments for your group health insurance
will terminate when you have obtained such coverage through an alternate source before
the end of the twelve (12) month period following your termination and you are
required to notify the Company within seven (7) days of obtaining such alternate
coverage. The Company will reconcile such payments with you quarterly, and any
additional payments owed to you by the Company, and any payments owed to the Company
by you, will be paid respectively within two (2) weeks following such reconciliation
period. The Company will not be obligated to continue any such payments to you under
this paragraph 3() in the event you materially breach the terms of this letter
agreement or the Confidentiality Agreement (as defined below). Notwithstanding any
termination of your employment for any reason (with or without Cause or for Good
Reason), you shall continue to be bound by the provisions of the Confidentiality
Agreement.All payments and benefits provided pursuant to this paragraph 3() shall be conditioned
upon your execution and non-revocation of a general release substantially in the form
attached hereto as Exhibit B at the time of termination. Your refusal to
execute a general release shall constitute a waiver by you of any and all benefits
referenced in this paragraph 3(). The Company will not be obligated to continue any
such payments to you under this paragraph 3() in the event you materially breach the
terms of this letter agreement or the Confidentiality Agreement.




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2.
    
    The following paragraph shall be added as new paragraph 3(_):
 (_)
    
    For the purpose of this paragraph 3, the termination of your employment for
Good Reason shall mean the termination by you of your employment with the Company
within eighteen (18) months after a Change in Control (as defined below) or the sale
of a majority of the assets, obligations, or business of the Company (whether by
merger, sale of stock or otherwise), provided such termination occurs:
 (i)
    
    within three (3) months after a material diminution in your responsibilities
(provided that such diminution is not in connection with the termination of your
employment for Cause),(ii)
    
    within three (3) months of your principal work location changing to be more
than fifty (50) miles from the Companys principal offices, or(iv)
    
    within three (3) months after the reduction by the Company of the
amount of your base salary, unless such reduction is pursuant to a plan and as a
consequence the base salaries of the Companys executives are reduced generally.
 Provided, however, that with respect to any of the foregoing events,
you shall be required to provide the Company thirty (30) calendar days prior written
notice of your intention to resign and the Company shall have the opportunity during
such thirty (30) day period to cure such event if such event is capable of being cured.
The Company shall notify you, within sixty (60) days of receipt of your notice of
intent to terminate your employment for Good Reason if the Company disagrees with your
intent to terminate under this paragraph. For the purposes of this letter agreement,
Change of Control shall be deemed to have occurred if the Company is consolidated
with or acquired by another entity in a merger, sale of all or substantially all of the
Companys assets or shares of stock or otherwise (excluding (A) transactions solely for
the purpose of reincorporating the Company in a different jurisdiction or
recapitalizing or reclassifying the Companys stock, or (B) any merger or consolidation
in which the shareholders of the Company immediately prior to such merger or
consolidation continue to own at least a majority of the outstanding voting securities
of the Company or the surviving entity after such merger of consolidation).
     By:Name:
    
    James R. SulatPresident & CEO
 I have read and agree to the terms and conditions contained herein:
 [Name of Employee]
    
    
    
    Date




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EXHIBIT B
 FORM OF GENERAL RELEASE OF CLAIMS
 GENERAL RELEASE OF CLAIMS
 Letter Agreement  Employee Released Parties




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th
    By signing this General Release of Claims, Employee acknowledges that: (1) he has read this
General Release of Claims completely; (2) he has had an opportunity to consider the terms of this
General Release of Claims; (3) he has had the opportunity to consult with an attorney of his
choosing prior to executing this General Release of Claims to explain this General Release of
Claims and its consequences; (4) he knows that he is giving up important legal rights by signing
this General Release of Claims; (5) he has not relied on any representation or statement not set
forth in this General Release of Claims; (6) he understands and means everything that he has said
in this General Release of Claims, and he agrees to all its terms; and (7) he has signed this
General Release of Claims voluntarily and entirely of his own free will.
 Date
    
    
    
    [Name of Employee]Date
    
    
    
    Memory Pharmaceuticals Corp.