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0001299933-08-000751 Sample Contracts

LETTERHEAD]
Employment Agreement • February 11th, 2008 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • New Jersey

We are pleased to offer you this restated employment agreement, which updates and replaces your employment agreement of February 8, 2006, as amended on November 13, 2006 and February 6, 2007, in order to address changes in federal tax law. The Board of Directors (the “Board”) and management team of Memory Pharmaceuticals Corp. (the “Company”) look forward to continuing to work with you, and are confident that you will continue to contribute significantly to the value of our organization.

Standard Contracts

LETTERHEAD]
Employment Agreement • February 11th, 2008 • Memory Pharmaceuticals Corp • Pharmaceutical preparations

We are pleased to offer you this restated employment agreement, which updates and replaces your employment agreement of September 3, 2004, as amended on February 6, 2007, in order to address changes in federal tax law. The Board of Directors (the “Board”) and management team of Memory Pharmaceuticals Corp. (the “Company”) look forward to continuing to work with you, and are confident that you will continue to contribute significantly to the value of our organization.