0001193125-04-197359 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • November 15th, 2004 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations • California

THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of April 16, 2004, (the “Effective Date”), by and between Cortex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Gary D. Tollefson, M.D., Ph.D., an individual residing in the State of Indiana (“Consultant”).

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT DATED OCTOBER 29, 2002 BETWEEN CORTEX PHARMACEUTICALS AND ROGER G. STOLL, Ph.D.
Employment Agreement • November 15th, 2004 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations

This amendment, effective as of November 10, 2004, hereby amends Section 9(a) of the Employment Agreement entered into by Cortex Pharmaceuticals (the “Company”) and Roger G. Stoll, Ph.D. (the “Executive”) dated October 29, 2002, as amended April 8, 2003.

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