Exhibit 10.1


                        SCIENTIFIC CONSULTING AGREEMENT


                                                                  March 21, 2007



TO:         Dr. Stephen Stahl
            1930 Palomar Point Way, Suite 101
            Carlsbad, CA 92008



FROM:       Tetragenex Pharmaceuticals, Inc.

            We are pleased to engage your services as a consultant to Tetragenex
            Pharmaceuticals,  Inc.  (the  "Company"),  and in this letter to set
            forth the terms of your engagement.

1.          SERVICES

            You agree that you shall  serve as lead  scientific  consultant  and
            Chairman  of  the   scientific   advisory   board  to  the  Company,
            specifically   by applying  your  extensive  clinical  and  research
            experience  in order to  assist  the  Company  on the next  phase of
            development for Nemifitide and other development  issues with regard
            to other Tetragenex  compounds for the terms set forth below. Duties
            as a consultant will include but not be limited to:

            o     Researching the  neurobiological  background of nemifitide and
                  its related  family of compounds,  engaging  other  scientific
                  consultants to the company,  as well as external field experts
                  in the process of conducting your research

            o     Organizing coherent and scientifically  accurate  presentation
                  materials  detailing  the  neurobiology,  basic  and  clinical
                  pharmacology  of nemifitide  with regard to its application in
                  treatment  of  various  central   nervous  system   disorders,
                  including but not limited to depression

            o     Presenting neurobiological, pharmacological, and clinical data
                  to potential  licensing,  potential  development and potential
                  investors or investment partners of the company

            o     Train  other  scientific  consultants  to the  company  in the
                  aforementioned  presentation  materials  you  develop  to  the
                  degree they may assist you in presentation,  or participate in
                  lieu of you  should  you  become  unavailable  to  present  on
                  occasion

            o     Leveraging  your industry  expertise and contacts in an effort
                  to  facilitate  obtaining  meetings with  potential  licensing
                  partners, investors, and clinical investigators

            o     Serving as the lead  scientific  expert in the  development of
                  product key message  shaping and  marketing  plan  development
                  activities for nemifitide and its related family of compounds

            o     Assisting as point scientist in the neqotiation proceedings of
                  and  potential  product  sale or licensing  activities  of the
                  company  associated  with nemifitide and its related family of
                  compounds

<PAGE>

            o     Attending all critical licensing and drug development meetings
                  in person with potential pharmaceutical partners

            o     Working   directly  or   indirectly   with  other   scientific
                  consultants to the company,  as well as external field experts
                  as needed

            o     Working  with  and   coordinating  all  meetings  with  Martin
                  Schacker  your point person and other  directors at Tetragenex
                  when Mr. Schacker's not available

            o     Input into initial protocol design

            o     Advising with investigator selection

            o     Reviewing and giving input into collected data

            o     Participating in "think tank" discussions  whether by phone or
                  at meetings

            o     Suggestions on development strategies

2.          TERM

            This  Agreement  shall commence on March 21, 2007 and shall continue
            for a term of 36  months  until  March 21,  2010  (the  "Termination
            Date").

3.          COMPENSATION

            (a)   To pay normal  expenses when  fulfilling  the services  stated
                  above including travel, meals, and lodging,  provided they are
                  pre-approved by Company management.

            (b)   To issue you a warrant to purchase  650,000  common  shares of
                  the  Company's  stock at an  exercise  price of U.S. $1.30 per
                  share.  These warrants  shall expire on March 21, 2012.  These
                  warrants  shall  be fully  vested  upon  the  signing  of this
                  agreement.

            (c)   An additional  100,000 warrants shall be issued under the same
                  terms upon the success of the  licensing  of  Nemifitide.  The
                  common shares  underlying  these  warrants  shall carry piggy-
                  back registration rights.

                  Each  party's  obligations  under  this  agreement  may not be
                  assigned or transferred to any other person or company without
                  the prior written  consent of the other party. It is expressly
                  acknowledged  by both  the  company  and Dr.  Stahl  that  Dr.
                  Stahl's efforts be based on a best effort obligation and in no
                  way does this consulting agreement guarantee,  imply or in any
                  other way ensure the  ultimate  success  of the  licensing  of
                  Tetragenex's  lead compound or any other  compound.  Dr. Stahl
                  has  absolutely  no  liability  in any  regard  in  the  event
                  licensing  and/or  development  efforts are  unsuccessful as a
                  result of his efforts.


4.          INDEPENDENT CONTRACTOR

            Your  relationship  to the Company  under this  agreement  shall not
            restrict you in any way from consulting,  being employed,  advising,
            or working with any other company whether in the Pharmaceutical area
            or other areas whether directly or indirectly involved in CNS and/or
            anti-depressants.  Your  relationship  to the Company  shall also be
            that of an  independent  contractor,  and  nothing  herein  shall be
            deemed  to  constitute  either  a  joint  venture  or an  employment
            relationship.  You have no  authority  hereunder to assume or create
            any obligation or responsibility,  express or implied,  on behalf of
            or in the name of  Tetragenex  Pharmaceuticals,  Inc. or to bind the
            Company in any manner  whatsoever.  However,  you are not restricted
            from advising, suggesting, implying or directly

<PAGE>

            recommending to potential pharmaceutical partners,  licensing and/or
            development ideas and terms. In the event the licensing  opportunity
            arises  you  will  work  directly  with  Mr  Schacker  and/or  other
            directors in advising on structure and  implementation  of licensing
            and/or development agreement.

5.          CONFIDENTIALITY

            You will not at any time  disclose  or use for your own  benefit  or
            purposes  or  the  benefit or purposes of any  other  person,  firm,
            partnership, joint venture, association,  corporation other business
            organization, entity or enterprise other than the Company and any of
            its subsidiaries or affiliates, any trade secrets, information, data
            or other confidential information relating to customers, development
            programs, costs, marketing,  trading,  investment, sales activities,
            promotion,  credit and financial data, financing methods,  plans, or
            the  business  and  affairs  of  the  Company  generally,  or of any
            subsidiary or affiliate  the Company;  PROVIDED,  HOWEVER,  that the
            foregoing  shall not apply to information that is not  unique to the
            Company  or that is or becomes  through no fault of yours  generally
            known to the industry or the public.

6.          ENTIRE AGREEMENT AND AMENDMENT

            This  Agreement  represents  the  entire  Agreement  between  us and
            supersedes upon execution all prior  negotiations,  representations,
            understandings  and  agreements,   whether  oral  or  written.  This
            Agreement may only be amended by a written instrument signed by both
            parties.

7.          GOVERNING LAW

            This  Agreement  shall be governed and construed in accordance  with
            the laws of the State of New Jersey,  without regard to the conflict
            of law principles of the State of New Jersey.

            If the  terms  of this  Agreement  are  acceptable  to  you,  please
            indicate  your assent by signing and  returning  to us the  enclosed
            copy.


                                                TETRAGENEX PHARMACEUTICALS, INC.

                                                BY: /s/ Martin F. Schacker
                                                   -----------------------------
                                                   Martin F. Schacker
                                                   Co-Chief Executive Officer

                                      ****


ACCEPTED AND AGREED TO
THIS 21 DAY OF March, 2007

By: /s/ Dr. Stephen M. Stahl
   -------------------------
   Dr. Stephen M. Stahl