Securities Purchase Agreement

Exhibit 10.2

February 24, 2009

Allen Cato, MD, PhD
Cato BioVentures
4364 South Alston Avenue
Durham, NC 27713

Ladies and Gentlemen:

     Reference is hereby made to that certain Securities Purchase Agreement, of even date herewith, by and between Alseres Pharmaceuticals, Inc. (the “Company”) and the Investor listed therein (the “Purchase Agreement”). Capitalized terms not otherwise defined shall have the meaning ascribed to them in the Purchase Agreement.

     As an inducement to enter into the Purchase Agreement, the Company has agreed to extend to you certain rights. If the Company sells any shares of its Common Stock, or securities convertible into Common Stock, to an individual or entity after the Closing and before September 30, 2009 and the purchaser of such securities receives warrants to purchase additional shares of the Common Stock of the Company (“Qualified Financing”), then you