EXHIBIT 10.103 AMENDMENT NO. 2 TO CONSULTING AGREEMENT

EXHIBIT 10.103

AMENDMENT NO. 2 TO CONSULTING AGREEMENT

This AMENDMENT NO. 2 TO CONSULTING AGREEMENT (the “ Amendment No. 2 ”) is made and entered into as of April 16, 2007, 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 ”).

RECITALS

A. The Company currently engages Consultant pursuant to the terms and conditions of that certain Consulting Agreement dated April 16, 2004 (the “ Consulting Agreement ”) and the Amendment to Consulting Agreement dated May 16, 2006.

B. The Company and Consultant desire to amend the Consulting Agreement to extend the term set forth therein, as provided in greater detail below.

NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth and for other valuable consideration, the Company and Consultant hereby agree as follows:

AGREEMENT

1. Definitions . Unless otherwis