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                                                                   EXHIBIT 10.38

                           CRITICAL THERAPEUTICS, INC.
           NON-EMPLOYEE DIRECTOR COMPENSATION AND REIMBURSEMENT POLICY
                            EFFECTIVE JANUARY 1, 2006

Each member of the Board of Directors (the "Board") of Critical Therapeutics,
Inc. (the "Corporation") who is not an employee of the Corporation (a
"Non-Employee Director") will receive the following fees:

-    $3,000 for each meeting of the Board, up to a maximum of five in any
     calendar year, that the Non-Employee Director attends in person;

-    $1,000 for each additional meeting of the Board, in excess of five in any
     calendar year, that the director attends in person;

-    $1,500 for each meeting of any committee of the Board on which the director
     serves that the Non-Employee Director attends in person; and

-    $1,000 for each meeting of the Board or any committee of the Board on which
     the director serves that the Non-Employee Director attends by
     teleconference.

The chair of the Audit Committee of the Board will receive an annual fee of
$6,500, the chair of the Compensation Committee of the Board will receive an
annual fee of $6,000 and the chair of the Nomination and Corporate Governance
Committee of the Board will receive an annual fee of $5,000. The Lead
Independent Director will receive an annual fee of $7,000. All fees for
committee chairs and the Lead Independent Director shall be paid at the
beginning of each calendar year (payments for partial years shall be made on a
pro rata basis). All fees for Board and committee meetings and teleconferences
shall be paid on a quarterly basis retrospectively.

Each Non-Employee Director will also receive (i) a nonstatutory option under the
Corporation's 2004 Stock Incentive Plan, as amended, or other stock incentive
plan approved by the Board and stockholders of the Corporation, to purchase up
to 25,000 shares of the Corporation's common stock ("Common Stock") upon his or
her initial election to the Board and (ii) a nonstatutory option to purchase up
to 15,000 shares of Common Stock at each year's annual meeting after which he or
she continues to serve as a director (such option to be pro-rated for partial
years at an amount equal to 1,250 shares for each full month of service from the
date of election to the Board until the date of the first annual meeting).

The per share exercise price of each Non-Employee Director option shall equal
the closing price of the Common Stock on the NASDAQ National Market (or on the
principal market on which the Common Stock is traded if other than the NASDAQ
National Market), on the date of grant (or if no such price is reported on such
date, such price as reported on the nearest preceding date). Such options shall
have a ten-year term. The shares subject to these options become exercisable in
36 equal monthly installments beginning one month from the date of grant. The
shares subject to these options shall be subject to appropriate adjustment for
stock splits, combinations, recapitalizations, and other similar events
affecting the Common Stock.

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The Corporation shall reimburse each Non-Employee Director for reasonable travel
and other expenses incurred in connection with attending meetings of the Board
and its committees.

The Corporation shall pay all reasonable expenses related to continuing director
education; provided, however, that the Corporation shall pay only a pro rata
portion of such expenses if such Non-Employee Director serves on any additional
public company boards.