Exhibit
10.11

      


      SERVICES
AGREEMENT

      


      THIS
SERVICES AGREEMENT ("Agreement") is entered into effective as of June 1, 2009
(the “Effective Date”), by and between ARNO THERAPEUTICS, INC., a Delaware
corporation ("ARNO") having a place of business at 4 Campus Dr., 2nd Floor,
Parsippany, NJ 07054 and TWO RIVER CONSULTING, LLC, a Delaware limited liability
corporation ("CONSULTANT"), having a business address at 689 Fifth Avenue, New
York, NY 10022.

      


      RECITALS:

      


      WHEREAS,
ARNO is a development stage biotechnology company that is developing certain
pharmaceutical technologies for the treatment of selected cancers;

      


      WHEREAS,
CONSULTANT has substantial experience in the management and oversight of
development stage biotechnology companies; and

      


      WHEREAS,
ARNO desires to retain the services of CONSULTANT and CONSULTANT is willing to
provide such services.

      


      NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements,
provisions and covenants contained herein, the parties hereby agree as
follows:

      


      
        	
                1.

              	
                Services.

              


      

      


      
        	
              	
                1.1.

              	
                Services.  ARNO
      retains CONSULTANT and CONSULTANT agrees to provide Services to ARNO (the
      “Services”) as it may from time to time reasonably request, which shall
      include the Services set forth on Exhibit A
      attached to this Agreement.

              


      

      


      
        	
              	
                1.2.

              	
                Performance. CONSULTANT
      agrees to render the Services to ARNO, or to its designee, (a) at such
      reasonably convenient times and places as ARNO may direct, (b) under the
      general supervision of ARNO, (c) on a “best efforts” basis, and (d) in
      compliance with all applicable government laws and regulations in the
      jurisdiction in which the Services are being
      conducted.  CONSULTANT represents and warrants that it has the
      necessary experience and knowledge to perform the
      Services.  CONSULTANT will comply with all rules, procedures and
      standards promulgated from time to time by ARNO with regard to
      CONSULTANT’s access to and use of ARNO’s property, information, equipment
      and facilities.  CONSULTANT agrees to furnish ARNO with written
      reports with respect to the Services if and when requested by
      ARNO.

              


      

      


      
        	
              	
                1.3.

              	
                Third Party Confidential
      Information.  CONSULTANT agrees not to use any trade
      secrets or other confidential information of any other person, firm,
      corporation, institution or other entity in connection with any of the
      Services.

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        	
              	
                1.4.

              	
                No Conflicts. CONSULTANT
      is under no contractual or other obligation or restriction that is
      inconsistent with CONSULTANT’s execution of this Agreement or the
      performance of the Services.  During the Term (defined below),
      CONSULTANT will not enter into any agreement, either written or oral, in
      conflict with CONSULTANT’s obligations under this
      Agreement.  CONSULTANT will arrange to provide the Services in
      such manner and at such times that the Services will not conflict with
      CONSULTANT’s responsibilities under any other agreement, arrangement or
      understanding or pursuant to any employment relationship CONSULTANT has at
      any time with any third party.  Subject to the foregoing,
      nothing contained herein shall be deemed to restrict CONSULTANT or its
      directors, officers or employees from engaging in any business or from
      contracting with other parties for similar or different
      services.

              


      

      


      
        	
                2.

              	
                Compensation.  In
      consideration for the Services rendered by CONSULTANT to ARNO, ARNO
      agrees:

              


      

      


      
        	
              	
                2.1.

              	
                To
      pay CONSULTANT an amount equal to Fifty Thousand Dollars ($50,000.00) per
      month during the Term.   Undisputed
      payments will be made by ARNO within 30 days from ARNO’s receipt of
      CONSULTANT’s invoice.  Invoices will contain such detail as ARNO
      may reasonably require and will be payable in U.S.
  Dollars.

              


      

      


      
        	
              	
                2.2.

              	
                ARNO
      shall reimburse CONSULTANT for all normal, usual and necessary expenses
      incurred by the CONSULTANT in performing the Services, including
      reasonable travel and entertainment, upon timely receipt by ARNO of
      appropriate vouchers or other proof of the CONSULTANT’s expenditures and
      otherwise in accordance with any expense reimbursement policy as may from
      time to time be adopted by ARNO.

              


      

      


      
        	
                3.

              	
                Term
      and Termination.
    

              


      

      


      
        	
              	
                3.1.

              	
                Term.  This
      Agreement will commence on the Effective Date and continue for a period of
      one (1) year from the Effective Date (the “Term”), unless sooner
      terminated pursuant to the express terms of this Section 3 or extended by mutual agreement of the
      parties.  The Term may be extended for additional periods upon
      the mutual written agreement of ARNO and
  CONSULTANT.

              


      

      


      
        	
              	
                3.2.

              	
                Termination Either ARNO
      or CONSULTANT may terminate this Agreement for any reason upon 30 days
      prior written notice to the other
party.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        	
              	
                3.3.

              	
                Effect of
      Expiration/Termination.  Upon expiration or termination,
      neither ARNO nor CONSULTANT will have any further obligations under this
      Agreement, except the liabilities accrued through the date of
      termination.  Upon expiration or termination, and in any case
      upon ARNO’s request, CONSULTANT will return immediately to ARNO all
      tangible Confidential Information, including all copies and reproductions
      thereof, except for one (1) copy which may be retained solely for archival
      purposes.  In the event this Agreement is terminated by either
      party pursuant to Section 3.4 or by CONSULTANT pursuant to Section 3.2,
      then all unvested portions of the Options shall accelerate and be deemed
      vested as of the effective date of such
  termination.

              


      

      


      
        	
                4.

              	
                Confidentiality.

              


      

      


      
        	
              	
                4.1.

              	
                Definition.  “Confidential
      Information” means all trade secrets
      and confidential or proprietary information owned, possessed or used by
      ARNO, learned of by CONSULTANT or developed by CONSULTANT in connection
      with the Services, whether or not in written form, including but not
      limited to data, know-how, unpublished findings, compounds, product
      information, processes, patent applications, business plans and
      strategies, financial data, proprietary software, technology under
      development, and marketing information, regardless of whether such
      disclosures are marked or otherwise designated as “Confidential,” or if
      such confidential information is disclosed in non-written form, such
      disclosure shall be identified as Confidential Information when first
      disclosed; and (b) any information, software, or other materials created
      by the CONSULTANT including any part of the information described in
      clause (a) of this sentence.

              


      

      


      
        	
              	
                4.2.

              	
                Obligation.  CONSULTANT
      agrees that during the course of the Term and for a period of five (5)
      years thereafter, it will keep in strictest confidence and will not
      disclose or make accessible to any other person without the prior written
      consent of ARNO, ARNO’s Confidential
  Information.

              


      

      


      
        	
              	
                4.3.

              	
                Exclusion.  Confidential
      Information does not include information that (a) is in the public domain
      or which becomes part of the public domain through no wrongful act on
      CONSULTANT’s part but only after it becomes so publicly known, (b) is
      already in CONSULTANT’s possession at the time of disclosure by ARNO,
      other than by previous disclosure by ARNO, as evidenced by written or
      electronic records, or (c) that becomes known to CONSULTANT through
      disclosure by a third party having the right to disclose the information,
      as evidenced by written or electronic records. In addition, the CONSULTANT
      may disclose Confidential Information to the extent such information is
      required to be disclosed by law, regulation or order of a court of
      competent jurisdiction or regulatory authority, provided that CONSULTANT
      shall promptly notify ARNO when such requirement to disclose arises, and
      shall cooperate with ARNO so as to enable ARNO to: (1) seek an appropriate
      protective order; and (2) make any applicable claim of confidentiality in
      respect of such  Confidential Information; and provided,
      further, that CONSULTANT shall disclose Confidential Information only to
      the extent required by the protective order or other similar order, if
      such an order is obtained, and, if no such order is obtained, the
      receiving party shall disclose only the minimum amount of such
      Confidential Information required to be disclosed in order to comply with
      the applicable law, regulation or
order.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

      


      
        	
                5.

              	
                Insider
      Trading.  ARNO is a public company that is subject to the
      reporting requirements of the Securities and Exchange Act of 1934, as
      amended, and as such, in the course of his duties hereunder, CONSULTANT
      may receive from ARNO or others information that may be considered
      material, nonpublic information concerning.  Accordingly,
      CONSULTANT agrees NOT
      to:

              


      

      


      
        	
              	
                5.1.

              	
                buy
      or sell any security, option, bond or warrant while in possession of
      relevant material, nonpublic information received from ARNO or others in
      connection herewith; or

              


      

      


      
        	
              	
                5.2.

              	
                provide
      any person with material, nonpublic information, received from ARNO,
      including any relative, associate, or other individual who intends to, or
      may, (i) trade securities with respect to ARNO which is the subject of
      such information, or (ii) otherwise directly or indirectly benefit from
      such information.

              


      

      


      CONSULTANT
agrees to comply with ARNO’s insider trading policies in effect from time to
time.

      


      
        	
                6.

              	
                Inventions.

              


      

      


      
        	
              	
                6.1.

              	
                Definition.  CONSULTANT
      will promptly disclose in confidence to ARNO all inventions, discoveries,
      improvements, ideas, designs, processes, products, computer programs,
      works of authorship, databases, mask works, trade secrets, know-how,
      research and creations (whether or not patentable or subject to copyright
      or trade secret protection) that CONSULTANT makes, conceives or reduces to
      practice, either alone or jointly with others, and that result from the
      performance of the Services
(“Inventions”).

              


      

      


      
        	
              	
                6.2.

              	
                Ownership.  All
      Inventions will be the exclusive property of ARNO.  For purposes
      of the copyright laws of the United States, all Inventions will constitute
      “works made for hire”, except to the extent such Inventions cannot by law
      be “works made for hire”.  To the extent Inventions have not
      been previously assigned to ARNO, CONSULTANT hereby assigns and, to the
      extent any such assignment cannot be made at present, hereby agrees to
      assign to ARNO, without further compensation, all right, title and
      interest in and to all Inventions and any and all related patents, patent
      applications, copyrights, copyright applications, trademarks, trade names,
      trade secrets and other proprietary rights in the United States and
      throughout the world.  CONSULTANT agrees to cause its employees
      and other personnel performing Services to assign all Inventions to
      ARNO.

              


      

      


      
        	
              	
                6.3.

              	
                Records. CONSULTANT
      shall make and maintain adequate and current written records of all
      Inventions, which records shall be available to and remain the property of
      ARNO at all times.

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      


      
        	
                7.

              	
                Liability &
      Indemnity

              


      

      


      
        	
              	
                7.1.

              	
                Disclaimer of
      Warranty.  CONSULTANT makes no express or implied
      representations, warranties or guarantees relating to the Services or the
      quality or results of Services to be performed under this
      Agreement.  CONSULTANT will provide the Services with reasonable
      care and skill; provided, however, that CONSULTANT shall not be liable to
      ARNO or any other person for any loss, damage or expense which may result
      therefrom or from any change in the manner in which CONSULTANT renders the
      Services, so long as CONSULTANT deems such change necessary or desirable
      in the conduct of its own operations. CONSULTANT shall not be liable to
      ARNO for the consequences of any failure or delay to perform any of
      CONSULTANT's obligations under this Agreement, other than for damages
      arising from CONSULTANT's gross negligence or willful misconduct; provided, however, that
      CONSULTANT shall provide reasonably prompt notice to ARNO of such
      liability and the reasons therefor.

              


      

      


      
        	
              	
                7.2.

              	
                Indemnification.  ARNO hereby agrees to
      indemnify CONSULTANT and its officers, directors, employees
      (“Indemnitees”) and protect, defend, save and hold each Indemnitee
      harmless from and against, on an after-tax basis, any and all liabilities,
      damages, losses, settlements, claims, actions, suits, penalties, fines,
      costs or expenses (“Loss”) arising from any claim, demand, assessment,
      action, suit or proceeding (“Claim”) of whatever kind or nature,
      including, without limitation, any claim or liability based upon
      negligence, warranty, strict liability, violation of government regulation
      or infringement of patent or other proprietary rights, arising from, in
      connection with or occurring as a result of this Agreement and any and all
      transactions contemplated hereby; provided that if such Loss or Claim
      arises in whole or in part from the gross negligence or intentional
      misconduct of an Indemnitee, then the amount of the Loss that ARNO shall
      indemnify CONSULTANT for shall be reduced by an amount in proportion to
      the percentage of CONSULTANT’s responsibilities for such Loss as
      determined by a court of competent jurisdiction in a final and
      non-appealable decision or in a binding settlement between the
      parties.  Additionally, ARNO shall indemnify, defend, and hold
      harmless each Indemnitee for any and all Loss and Claims made or brought
      (whether successfully or otherwise) within the relevant limitation period
      by or on behalf of subjects taking part in a clinical study being
      conducted by ARNO seeking damages for personal injury (including death),
      directly caused or attributed to any substance dispensed or administered
      in accordance with the provisions of a clinical protocol to which the
      subjects would not have been exposed but for their participation in such
      study

              


      

      


      
        	
              	
                7.3.

              	
                Obligations of the
      Parties. Each Indemnitee
      seeking indemnification under this Section
must:

              


      

      


      
        	
              	
                7.3.1.

              	
                promptly
      notify ARNO of any such Claims against
it.

              


      

      


      
        
          	
                	
                  7.3.2.

                	
                  authorize
      and permit the ARNO to conduct and exercise sole control of the defense
      and disposition (including all decisions relative to litigation, appeal or
      settlement) of such Claims (including access to pertinent records and
      documents and provision of relevant testimony) and to determine the scope
      of its obligations
hereunder.

                


        

      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

      


      
        
          	
                	
                  7.3.3.

                	
                  subject
      to the foregoing, be permitted to participate in the defense of any such
      Claims at its own cost and expense and, notwithstanding the foregoing, the
      Indemnitee’s consent shall be required for any settlement involving
      injunctive or other equitable relief against it, its assets, employees or
      business, which consent shall not be unreasonably withheld or
      delayed.

                


        

      

      


      
        	
              	
                7.4.

              	
                Notice of
      Claim.  Each Indemnitee will tender to ARNO the defense
      of any Claim by giving ARNO notice of such Claim (including a copy of any
      such Claim served upon indemnitee), within 10 business days after such
      Claim was served upon Indemnitee; provided, however, that the failure of a
      party to provide notice within the specified time period will not relieve
      ARNO from its obligations hereunder except to the extent it has been
      prejudiced by the failure to give timely notice. ARNO shall defend
      Indemnitee from any Claim so tendered to it at its sole cost and expense
      and shall keep Indemnitee informed as to the progress of its defense and
      disposition (including without limitation, settlement, litigation or
      appeal) or any such Claims.

              


      

      


      
        	
              	
                7.5.

              	
                Limitations of
      liability.

              


      

      


      
        	
              	
                7.5.1.

              	
                Neither
      party shall be liable to the other for loss, damage, or liability in
      respect of loss of profits, business or revenue loss, special, indirect or
      consequential loss (even if foreseeable or in the contemplation of either
      party).

              


      

      


      
        	
              	
                7.5.2.

              	
                ARNO
      shall be responsible for any errors or omissions made by its own employees
      in connection with its performance of its obligations pursuant to this
      Agreement.

              


      

      


      
        	
              	
                7.5.3.

              	
                CONSULTANT
      shall be responsible for liabilities arising from errors or omissions made
      by it in the transmission of information to ARNO, and ARNO shall be
      entitled to assume the accuracy of all information transmitted to it by
      CONSULTANT, and to rely on such information, for all purposes under this
      Agreement.

              


      

      


      
        	
              	
                7.5.4.

              	
                CONSULTANT
      shall not be responsible for a failure to meet its obligations under this
      Agreement to the extent caused by the following: (a) materially inaccurate
      data submitted by ARNO; (b) any failure by ARNO to meet its obligations
      stated in this Agreement; (c) any failure of equipment, facilities or
      services not controlled or supplied by CONSULTANT. It is understood that
      CONSULTANT shall not be liable to ARNO nor be deemed to have breached this
      Agreement for delays arising from ARNO’s failure to timely provide such
      required data, documents, materials or information, in order for
      CONSULTANT to perform the Services in accordance with agreed upon
      timelines or deadlines.  ARNO acknowledges that if such delays
      occur, then performance of the Services by CONSULTANT shall be extended by
      the length of time of such
delays.

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

      


      
        	
              	
                7.5.5.

              	
                In
      no event will CONSULTANT have any liability, whether based in contract,
      tort (including, without limitation, negligence) warranty or any other
      legal or equitable grounds as a result of data, documents, information,
      materials, or the like received from ARNO for use by CONSULTANT in the
      performance of the Services.

              


      

      


      
        	
              	
                7.6.

              	
                Personal
      Injury.   Nothing herein shall purport to exclude or
      restrict liability of either party for death or personal injury howsoever
      occasioned.

              


      

      


      
        	
              	
                7.7.

              	
                Maintenance of
      Insurance.   ARNO shall at all times obtain and
      maintain insurance of a type and amount adequate to cover all loss,
      damage, liability or costs in respect of which it is liable to indemnify
      Indemnitees under the provisions of this Section and shall not do or omit
      any act, matter or thing which may prejudice or render voidable any such
      insurance.

              


      

      


      
        	
              	
                7.8.

              	
                Survival of
      Obligations.  The terms of this Section 7 and the parties’ obligations hereunder shall
      survive termination or expiration of this
  Agreement.

              


      

      


      
        	
                8.

              	
                Independent
      Contractor.  In undertaking to perform its Services
      hereunder, CONSULTANT is doing so as an independent contractor, and
      nothing in this Agreement shall be construed as creating any relationship
      of partnership, joint venture or agency as and between the parties hereto.
      No relationship of employer or employee shall arise or be created under
      this Master Agreement as and between ARNO and CONSULTANT and/or any
      personnel engaged by CONSULTANT to perform the Services (“CONSULTANT
      Personnel”). CONSULTANT Personnel shall not be eligible for any ARNO
      employee benefits, nor shall ARNO be obliged to make any deductions from
      CONSULTANT’S fees for taxes, such taxes being the sole responsibility of
      CONSULTANT. Neither party shall have any authority by virtue of this
      Agreement to contract or otherwise act on behalf of the
    other.

              


      

      


      
        	
                9.

              	
                Governing
      Law; Dispute Resolution.

              


      

      


      
        	
              	
                9.1.

              	
                Governing Law. This
      Agreement and the rights and obligations of both parties shall be governed
      and construed in accordance with the laws of the State of New York,
      without giving effect to its choice of law or conflict of laws
      rules.

              


      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      
        	
              	
                9.2.

              	
                Dispute
      Resolution.  The appropriate managers or other designated
      individuals representing both parties shall meet and attempt in good faith
      to settle any dispute, claim or controversy arising out of or relating to
      the interpretation, performance or breach of this Agreement (the
      “Dispute”).  However, if such representatives fail to resolve
      the Dispute within 10 business days (the “Initial Period”), then such
      Dispute shall be referred for resolution to a designated senior executive
      of each party who has the authority to settle the Dispute but who is not
      directly involved in the Dispute.  At the conclusion of the
      Initial Period, the disputing party invoking this dispute resolution
      procedure shall give written notice to the other party and the receiving
      party shall, within 10 business days submit a written
      response.  The notice and response shall include:  (a)
      a statement of that party’s position and a summary of evidence and
      arguments supporting its position; and (b) the name and title of the
      senior executive who shall represent the party.  The designated
      senior executive of each party shall attempt in good faith to settle such
      Dispute within 30 days from the date the disputing party receives the
      above written response. Notwithstanding anything herein to the contrary,
      nothing in this Section 9 shall preclude
      either party from seeking interim or provisional relief, including,
      without limitation, a temporary restraining order, preliminary injunction
      or other interim equitable relief concerning a Dispute if necessary to
      protect the interests of such
party.

              


      

      


      
        	
              	
                9.3.

              	
                Arbitration. All Disputes
      between CONSULTANT and ARNO arising from their dealings under this
      Agreement (either during or after the term of this Agreement) and not
      resolved by the methods defined in Section 9.2 of this Agreement, shall be settled by
      binding Arbitration in the State of New York, borough of Manhattan under
      the rules of the American Arbitration
  Association.

              


      

      


      
        	
                10.

              	
                General
      Provision.

              


      

      


      
        	
                 
      

              	
                10.1.

              	
                Assignment. This
      Agreement may not be assigned by either party without the prior written
      consent of the other party except in the event of a purchase, sale, merger
      or other or transfer of all, or substantially all of the business assets
      of such party.

              


      

      


      
        	
                 
      

              	
                10.2.

              	
                Subcontracting.
      CONSULTANT shall be entitled to use agents and subcontractors in the
      provision of Services under this Agreement, provided that CONSULTANT will
      be responsible for the acts and omissions of such agents and
      subcontractors as if the Services were performed by
      CONSULTANT.

              


      

      


      
        	
                 
      

              	
                10.3.

              	
                Notices. Any notice or
      other communication to be given under this Master Agreement shall be in
      writing and shall be delivered personally or sent by first-class pre-paid
      U.S. Mail, overnight delivery service or facsimile transmission (confirmed
      by first-class pre-paid U.S. Mail) addressed as
  follows:

              


      

      


      If to
ARNO:

      Brian Lenz

      Chief Financial Officer

      4 Campus Dr., 2nd
Floor

      Parsippany, NJ 07054

      Phone: 862-703-7175

      FAX:  
973-267-0101

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      If to
CONSULTANT to:

      Two River
Consulting, LLC

      Attn.:  President

      689
5th
Avenue, 12th
Floor

      New York, NY 10022

      Phone: 212-871-7900

      FAX:   212-871-7929

      


      or to
such other designation as either party may hereafter notify the other in
accordance with other provisions in this Section. This Notices section is not
intended to govern day-to-day business communications necessary for the
performance of routine duties arising under a separate Project
Contract.

      


      
        	
                 
      

              	
                10.4.

              	
                Delivery.  All
      such notices or other communications shall be deemed to have been served
      as follows:

              


      

      


      
        	
                
                

              	
                10.4.1.

              	
                if
      delivered personally, at the time of such delivery;
  or

              


      

      


      
        	
                
                

              	
                10.4.2.

              	
                if
      sent by first-class pre-paid U.S. Mail, three business days (Saturday,
      Sundays and Bank or other public holidays excluded) after being
      postmarked; or

              


      

      


      
        	
                
                

              	
                10.4.3.

              	
                if
      sent by overnight delivery service, the next business day;
    or

              


      

      


      
        	
                
                

              	
                10.4.4.

              	
                if
      sent by facsimile three business days after the postal confirmation has
      been postmarked.

              


      

      


      
        	
                 
      

              	
                10.5.

              	
                Modification and
      Waiver.  No modification of this Agreement shall be
      deemed effective unless in writing and signed by each of the parties
      hereto, and no waiver of any right set forth herein shall be deemed
      effective unless in writing and signed by the party against whom
      enforcement of the waiver is
sought.

              


      

      


      
        	
                 
      

              	
                10.6.

              	
                Survival.  The
      expiration or earlier termination of this Agreement, (howsoever caused)
      shall not affect any of the terms, provisions, representations or
      warranties hereof, including, but not limited to, Sections 4, 5, 6, 7, 9
      and 10, which are expressed to continue after such expiration or
      termination, nor shall any such expiration or termination affect the
      rights or obligations of either party hereto in respect of any antecedent
      breach of this Agreement.

              


      

      


      
        	
                 
      

              	
                10.7.

              	
                Severability.  If
      any provision of this Agreement or portion thereof is held to be
      unenforceable or invalid by a court of competent jurisdiction, the
      validity and enforceability of the enforceable portion of any such
      provision and/or the remaining provisions shall not be affected
      thereby.

              


      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                10.8.

              	
                Integration of
      Agreement.  This Agreement represents the entire
      agreement between the parties and supersedes all prior negotiations,
      representations or agreements, written or oral, regarding the terms
      described herein. All exhibits, Schedules and addenda attached hereto
      shall be deemed to be fully incorporated into this
    Agreement.

              


      

      


      
        	
                 
      

              	
                10.9.

              	
                Descriptive
      Headings.  The descriptive headings of the sections of
      this Agreement are inserted for convenience only and shall not control or
      affect the meaning or construction of any provision
  hereof.

              


      

      


      
        	
                 
      

              	
                10.10.

              	
                Force
      Majeure.  Neither party shall be liable for any failure
      to perform or delay in performing any obligations under this Agreement if
      such failure or delay is due to fire, flood, earthquake, strike or any
      other industrial disturbance, war (declared or undeclared), embargo,
      blockade, legal prohibition, riot, insurrection or any other cause beyond
      the control of such defaulting party preventing or delaying the
      performance of such obligations; provided that such obligations shall be
      performed immediately upon the termination of such cause and provided
      further that in the event of such failure or delay continuing for more
      than two (2) months either party may, without incurring liability to the
      other, terminate this Master Agreement immediately by written notice to
      the other party.

              


      

      


      
        	
                 
      

              	
                10.11.

              	
                Use of Name.  Each party, on
      behalf of itself, its employees and agents, agrees not to use the name of
      the other party or its employees or agents in any publication, promotional
      material or other written or oral statement for public distribution,
      relative to the subject matter or existence of this Agreement, except as
      otherwise required by applicable law, regulations, guidelines and
      standards or previously consented to in writing by the other
      party.

              


      

      


      
        	
                 
      

              	
                10.12.

              	
                Governing
      Law.    Any litigation commenced under this
      Agreement shall be resolved in the trial courts of New York County, State
      of New York. The prevailing party in any legal proceeding to enforce this
      Agreement shall be entitled to recover its reasonable attorneys’ fees and
      costs of litigation.

              


      

      


      
        	
                 
      

              	
                10.13.

              	
                Counterparts.  This
      Agreement may be executed in two (2) counterparts each of which shall be
      deemed an original, but both of which together shall constitute one and
      the same instrument. This Agreement shall not be binding until CONSULTANT
      receives a signed original from
ARNO.

              


      

      


      
        	
                 
      

              	
                10.14.

              	
                Transfer of Electronic
      Data.  Notwithstanding any provision herein to the
      contrary, the parties acknowledge that any information of ARNO that will
      be transmitted electronically to CONSULTANT will be done so in a format
      dictated by ARNO unless otherwise stated.  CONSULTANT is under
      no obligation to verify or confirm how ARNO’s information will be
      transmitted electronically to
CONSULTANT.

              


      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                10.15.

              	
                No Third Party
      Beneficiaries.  This Agreement is solely for the benefit
      of the parties hereto and should not be deemed to confer upon third
      parties any remedy, claim, liability, reimbursement, claim of action or
      other right in excess of those existing without reference to this
      Agreement.

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed
as of the date and year first above written.

      


      
        
          
            	
                    ARNO
      THERAPRUTICS, INC.

                  
	 
      
	
                    By:

                  	
                    /s/ Brian Lenz

                  
	
                    Name:

                  	
                    Brian
      Lenz

                  
	
                    Title:

                  	
                    Chief
      Financial Officer

                  
	 
      	 
      
	
                    TWO
      RIVER CONSULTING, LLC

                  
	 
      
	
                    By:

                  	
                    /s/ Scott Navins

                  
	
                    Name:

                  	
                    Scott
      Navins

                  
	
                    Title:

                  	
                    Vice
      President – Finance

                  


          

        

      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      EXHIBIT
A

      Services

      


      Executive
Management

      
        	
                ·

              	
                Mr.
      David Tanen to serve as President and
CEO

              


      

      
        	
                ·

              	
                Management
      of ARNO employees and consultants

              


      

      
        	
                ·

              	
                Review,
      design and execution of corporate and development
  strategy

              


      

      
        	
                ·

              	
                Preparation
      and presentation of materials to the Board of
  Directors

              


      

      
        	
                ·

              	
                Investor
      relations

              


      

      


      Operations

      
        	
                ·

              	
                Identification,
      selection and management of vendors and consultants to implement drug
      development strategy, including clinical, preclinical, manufacturing &
      controls, and regulatory activities

              


      

      
        	
                ·

              	
                Guide,
      review work product and provide sign-off on global clinical operations
      activities, central laboratories, biostatistics, and clinical study report
      writing

              


      

      
        	
                ·

              	
                Manage
      drug distribution logistics and other CMC
  activities

              


      

      
        	
                ·

              	
                Compile
      and review interim clinical study data for medical review and for
      corporate presentations

              


      

      
        	
                ·

              	
                Manage
      regulatory interactions and
strategy

              


      

      


      Business
Development

      
        	
                ·

              	
                Review,
      preparation and presentation of materials to potential
      partners

              


      

      
        	
                ·

              	
                Representation
      of ARNO at conferences

              


      

      
        	
                ·

              	
                Lead
      partnering process

              


      

      


      Medical

      
        	
                ·

              	
                Review
      of study design, endpoints and patient
data

              


      

      
        	
                ·

              	
                Guide
      strategy for competitive positioning of
products

              


      

      
        	
                ·

              	
                Interacting
      with thought leaders and members of the scientific advisory
      board(s)

              


      

      


      General &
Administrative

      
        	
                ·

              	
                Provide
      legal review for contracts and other
documents

              


      

      
        	
                ·

              	
                Processing
      of invoices and management of accounts
payable

              


      

      
        	
                ·

              	
                General
      accounting/finance oversight

              


      

      
        	
                ·

              	
                Archival
      of reports, data and contracts

              


      


      
        
           


        

        
          13