SCIENTIFIC LEARNING
CORPORATION

1999 NON-EMPLOYEE
DIRECTORS’ STOCK OPTION PLAN 



NONSTATUTORY STOCK
OPTION 





_________________,
Optionee: 



        On
__________________, 20__, an option was automatically granted to you (the “Optionee”)
pursuant to the Scientific Learning Corporation (the “Company”) 1999
Non-Employee Directors’ Stock Option Plan (the “Plan”) to purchase shares
of the Company’s common stock (“Common Stock”). This option is not intended
to qualify and will not be treated as an “incentive stock option” within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).  



        The
grant hereunder is in connection with and in furtherance of the Company’s
compensatory benefit plan for Non-Employee Directors (as defined in the Plan).  



        The
details of your option are as follows:  



        1.                  The
total number of shares of Common Stock subject to this option is five           thousand
(5,000) shares.  



        2.                  The
exercise price of this option is _________________________ ($________) per
          share, such amount being equal to the Fair Market Value (as defined in the
Plan)           of the Common Stock on the date of grant of this option.  



        3.                  These
options are fully vested at the time of grant.  



        4.     (a)
    You may exercise this option, to the extent specified above, by delivering a
notice of exercise (in a form designated by the Company) together with the
exercise price to the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to Section 6 of
the Plan. You may exercise this option only for whole shares.  



                (b)                  You
may elect to pay the exercise price under one of the following alternatives:  



                          (i)                  Payment
in cash or check at the time of exercise;  



                          (ii)                  Provided
that at the time of the exercise the Common Stock is publicly traded           and quoted
regularly in The Wall Street Journal, payment by delivery of           shares of
Common Stock already owned by you, held for the period required to           avoid a
charge to the Company’s reported earnings, and owned free and clear           of any
liens, claims, encumbrances or security interest, which Common Stock           shall be
valued at its Fair Market Value on the date preceding the date of           exercise;  





1. 















	




                          (iii)                  Payment
pursuant to a program developed under Regulation T as promulgated by the
          Federal Reserve Board which results in the receipt of cash (or check) by the
          Company either prior to the issuance of shares of the Common Stock or pursuant
          to the terms of irrevocable instructions issued by you prior to the issuance of
          shares of the Common Stock; or  



                          (iv)                  Payment
by a combination of the methods of payment specified in subparagraphs           (i)
through (iii) above.  



                (c)                  By
exercising this option you agree that the Company may require you to enter an
          arrangement providing for the cash payment by you to the Company of any
          tax-withholding obligation of the Company arising by reason of the exercise of
          this option. Notwithstanding anything to the contrary contained herein, you may
          not exercise this option unless the shares issuable upon exercise of this
option           are then registered under the Securities Act of 1933, as amended (the
          “Securities Act”), or, if such shares are not then so registered, the
          Company has determined that such exercise and issuance would be exempt from the
          registration requirements of the Securities Act.  



        5.                  This
option is not transferable except (i) by will or by the laws of descent and
          distribution, (ii) by written designation which takes effect upon your death,
          (iii) by written instruction, in a form accepted by the Company, to your
spouse,           children, stepchildren, or grandchildren (whether adopted or natural),
to a           trust, family limited liability company or family partnership created
solely for           the benefit of you and the foregoing persons, or (iv) to your former
spouse (if           transfer is pursuant to a judicial decree dissolving your marriage).
During your           life this Option is exercisable only by you or a transferee
satisfying the above           conditions. The terms of this Option shall be binding upon
the transferees,           executors, administrators, heirs, successors, and assigns of
the Optionee.           Notwithstanding the foregoing, by delivering written notice to
the Company, in a           form satisfactory to the Company, you may designate a third
party who, in the           event of your death, shall thereafter be entitled to exercise
this option.  



        6.                  The
term of this option (“Expiration Date”) is five (5) years measured
          from the grant date, subject, however, to earlier termination upon your
          termination of service, as set forth in Section 6 of the Plan.  



        7.                  Any
notices provided for in this option or the Plan shall be given in writing           and
shall be deemed effectively given upon receipt or, in the case of notices
          delivered by the Company to you, five (5) days after deposit in the United
          States mail, postage prepaid, addressed to you at the address specified below
or           at such other address as you hereafter designate by written notice to the
          Company.  



        8.                  This
option is subject to all the provisions of the Plan, a copy of which is
          attached hereto, and its provisions are hereby made a part of this option,
          including without limitation the provisions of Section 6 of the Plan relating
to           option provisions, and is further subject to all interpretations,
amendments,           rules and regulations which may from time to time be promulgated
and adopted           pursuant to the Plan. In the event of any conflict between the
provisions of           this option and those of the Plan, the provisions of the Plan
shall control.  





2. 















	




        Notwithstanding
anything to the foregoing, this option shall not be exercisable in whole or in part
unless and until the Company’s shareholders have approved the Plan. 



        Dated
the ____ day of __________, 20__. 










			Very truly yours,



SCIENTIFIC LEARNING
CORPORATION



By: 

       ——————————————

       Duly authorized on behalf of the Board of Directors






	




ATTACHMENT: 



1999 Non-Employee
Directors’ Stock Option Plan 





3. 















	




The Undersigned:  



                (a)                  Acknowledges
receipt of the foregoing option and the attachment referenced           therein and
understands that all rights and liabilities with respect to this           option are set
forth in the option and the Plan; and  



                (b)                  Acknowledges
that as of the date of grant of this option, it sets forth the           entire
understanding between the undersigned optionee and the Company and its
          Affiliates regarding the acquisition of Common Stock in the Company and
          supersedes all prior oral and written agreements on that subject with the
          exception of (i) the options and any other stock awards previously granted and
          delivered to the undersigned under stock award plans of the Company and (ii)
the           following agreements only:  









		
	NONE:    	________________________________________


	OTHER:   	________________________________________

________________________________________

________________________________________






		
	 	________________________________________

Optionee






	



















	




NOTICE OF EXERCISE 










	Scientific Learning Corporation

300 Frank H. Ogawa Plaza, Suite 500

Oakland, California 94612	


Date of Exercise:_______________






	




Ladies and Gentlemen: 



        This
constitutes notice under my stock option that I elect to purchase the number of shares for
the price set forth below. 









			
	 	Stock option dated:	_______________
	 	
Number of shares as to which 
option is exercised:	_______________
	 	
Certificates to be 
issued in name of:	_______________
	 	
Total exercise price:	$______________
	 	
Cash payment delivered 
herewith:	$______________
	 	
Value of __________ shares 

of common stock delivered 
herewith(1):	_______________




	





        By
this exercise, I agree (i) to provide such additional documents as you may require
pursuant to the terms of the Company’s 1999 Non-Employee Directors’ Stock Option
Plan and (ii) to provide for the payment by me to you (in the manner designated by
you) of your withholding obligation, if any, relating to the exercise of this option. 











			Very truly yours,



——————————————








	









(1)     Shares
must meet the public trading requirements set forth in the option. Shares must be valued
in accordance with the terms of the option being exercised, must have been owned for the
minimum period required in the option, and must be owned free and clear of any liens,
claims, encumbrances or security interests. Certificates must be endorsed or accompanied
by an executed assignment separate from certificate.