INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 10.1

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (“Agreement”) is made and effective this 21^st of April, 2005, by and between Cianciotta Holdings Inc. (“Consultant”) and Gensym Corp. (“Company”).

Now, therefore, Consultant and Company agree as follows:

1. Engagement.

Company hereby engages Consultant, and Consultant accepts engagement, to provide to Company Business Development and Selling Services as mutually agreed by the parties from time to time. Services will be performed by Frank Cianciotta. Consultant represents and warrants that all services shall be provided in a professional and workmanlike manner and in accordance with applicable laws and regulations.

2. Term.

Consultant shall provide services to Company pursuant to this Agreement for a term commencing on 21^st of April 2005 and ending at such time that is mutually agreeable to both parties but shall last for at least 5 months. This Agreement may be terminated at any time on or after September 21, 2005 by either party, for any or no reason, upon five (5) days prior written notice to the other party. In addition, this Agreement may be terminated immediately by either party upon any material breach of the terms hereof by the other party or upon any failure by the parties to agree on any matter hereunder requiring the mutual agreement of the parties.

3. Place of Work and Tools.

Consultant shall render services primarily at Consultant’s offices, but may be required from time to time, to provide the services at Company offices or such other places as reasonably requested by Company as appropriate for the performance of particular services. Company shall also loan to the consultant a Sony Vaio laptop for the term of this agreement.

4. Time.

Consultant’s daily schedule and hours worked under this Agreement on a given day shall generally be subject to Consultant’s discretion and shall be determined by mutual agreement of the parties. Company relies upon Consultant to devote sufficient time as is reasonably necessary to fulfill the spirit and purpose of this Agreement. The Company and consultant agree that the amount of time shall be approximately 50%, being an average of 10 days per month; provided that Consultant shall not spend more than 10 days per month without Company’s prior written approval.

5. Payment.

Company shall pay Consultant fees at a rate of $650.00 per day. Consultant shall invoice for services at the middle and end of the month. Services will be billed in half day increments.

Company will reimburse consultant for reasonable expenses incurred in the performance of this Agreement; provided that any expenses in excess of $1