AMENDMENT TO ROBERT C. BOWEN EMPLOYMENT AGREEMENT

Exhibit 10.2

AMENDMENT TO ROBERT C. BOWEN EMPLOYMENT AGREEMENT

THIS AMENDMENT TO ROBERT C. BOWEN EMPLOYMENT AGREEMENT (the “Amendment”) is made as of this 6th day of December 2007, by and between Scientific Learning Corporation (the “Company”), and Robert C. Bowen (“Executive”) (collectively, the “Parties”).

RECITALS

WHEREAS, the Employment Agreement, as amended by letter agreement dated January 4, 2002, between the Company and Robert C. Bowen, its Chairman and Chief Executive Officer, will expire June 4, 2008 (the “Employment Agreement”);

WHEREAS, the Company wishes Executive to continue his employment under the terms and conditions of the Employment Agreement until June 30, 2010;

WHEREAS , Executive so desires to continue his employment under the terms and conditions of the Employment Agreement; and

WHEREAS , the Chair of the Compensation Committee and Executive have agreed to additional terms of employment as set forth hereunder.

NOW, THEREFORE , in consideration of the promises, mutual covenants, the above recitals, and the agreements herein set forth, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree to the following terms and conditions of the Executive’s employment:

AGREEMENT

1 .             EXTENSION OF EMPLOYMENT AGREEMENT . The Employment Agreement shall be extended until June 4, 2010 and Executive shall remain the Company’s Chairman and Chief Executive Officer for this extended period subject to the terms and conditions of the Employment Agreement.

3 .              EQUITY. Effective June 4, 2008, Section 2.4(g) of the Employment Agreement shall be of no further force and effect.

4.              COMMUTING EXPENSES . The Company shall pa