CONSULTING AGREEMENT



         CONSULTING AGREEMENT, dated as of April 1,1998 the ("Effective Date")

entered into by and between Memory Pharmaceuticals Corp., a Delaware corporation

(the "Company"), and Eric R. Kandel, M.D., an Investigator of the Howard Hughes

Medical Institute (the "Institute") at the Institute's Laboratory at Columbia

University (the "University"), residing at 9 Sigma Place, Riverdale, New York,

10471 ("Consultant").



         WHEREAS, the Company is engaged in the research, development and

production of pharmaceutical products that improve memory or enhance cognition

for itself and for others with whom it now has or in the future will have

contractual relationships (the Company's "Field of Interest"); and



         WHEREAS, the Consultant has substantial experience in the Field of

Interest; and



         WHEREAS, the Company wishes to avail itself of the services of

Consultant to aid the business activities conducted by or on behalf of the

Company, and Consultant is willing to perform such services on the terms and

conditions set forth below.



         NOW, THEREFORE, the Company and Consultant, in consideration of the

mutual promises contained herein, hereby agree as follows:



         1.       Services



         1.1      The Company hereby retains as a consultant, and Consultant

hereby agrees to serve as a consultant to the Company, all on the terms and

conditions herein set forth.



         1.2      Consultant's services hereunder shall include (a) service as

Chairman of the Scientific Advisory Board of the Company, in which capacity the

Consultant shall consult on business or scientific matters with the Company's

Board of Directors, officers, employees and



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agents, at their request, as mutually agreed upon by the Company and the

Consultant, and (b) subject to the terms of this Agreement, including but not

limited to Section 1.3 below, such other services or special projects as shall

be mutually agreed upon by the Company and Consultant.



         1.3      The Company and Consultant agree that Consultant will be

engaged by the Company as a consultant for the exchange of ideas only and shall

not direct or conduct research for or on behalf of the Company.



         1.4      The Company and Consultant agree that Consultant will be an

independent contractor for all purposes including, but not limited to, payroll

and tax purposes, and that Consultant shall not in any way represent himself to

be an employee of the Company.



         1.5      Upon request by the Company, and at times mutually agreed upon

by the Company and Consultant, Consultant shall devote up to thirty (30) days

annually to providing consulting services to the Company pursuant to this

Agreement.



         1.6      Subject to the provisions of Sections 6 and 7, Consultant

agrees and acknowledges that, although the Company has retained his consulting

services on a part-time basis, during the term of his consultancy he will not

enter into any other agreement, arrangement, understanding or other relationship

pursuant to which he is obligated to render advice and services to any

commercial entity engaged in the Company's Field of Interest and that he will

limit the rendering of advice and services in the Company's Field of Interest to

the Company.



         1.7      Notwithstanding anything in this Agreement to the contrary,

the Company acknowledges that Consultant is an employee of the Institute and a

faculty member of the University and is subject to their respective policies,

including policies concerning consulting, conflicts of interest, and

intellectual property.



                                     - 2 -



{PAGE}



         2.       Term



         2.1      The period of Consultant's services under this Agreement will

be for an initial term beginning as of the Effective Date and ending on the

fourth anniversary of the Effective Date. Such period will automatically be

extended at the end of its term for an additional period of one (1) year, and

thereafter for successive additional periods of one (1) year, unless, at least

sixty (60) days prior to the end of such initial term or any such successive

term, either the Company or the Consultant elects to terminate this Agreement

effective as of the end of such term, in each case by written notice of

termination given by either party to the other at least sixty (60) days prior to

the commencement of such additional period. Notwithstanding the foregoing,

either party may terminate this Agreement by giving not less than six (6)

months' prior written notice to the other party. In addition, in the event that

Consultant is required to terminate this Agreement by the terms of his principal

employment or by law or by regulation of a competent governmental agency or

authority, Consultant may terminate this Agreement effective upon written notice

to the Company.



         2.2      Termination of this Agreement under Section 2.1 shall not

affect (a) the Company's obligation to pay for services previously performed by

Consultant or expenses reasonably incurred by Consultant for which Consultant is

entitled to reimbursement under Sections 3 and 4 herein, (b) the Company's

obligations to recognize the priority of the intellectual property rights of the

Institute or the University under Section 9, (c) the Company's obligations to

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