Project Assignment, dated January 27, 2009, between the Company and Paula Tallal

PROJECT ASSIGNMENT

This Project Assignment is issued under the Independent Contractor Services Agreement (“Original Agreement”) dated April 17, 2003, between Scientific Learning Corporation of Oakland, California (“SLc”) and Dr. Paula Tallal of New York, New York (“Contractor”).

Services to be performed:

Consulting services related to SLc’s customer relationships and research planning, specifically:

During the calendar year 2009, Contractor agrees to provide an aggregate of one half day per week, on average, for consulting activities under this Agreement.

Services will be performed on a schedule mutually agreed upon by SLc and Contractor.

Time Period during which Services will be performed:

The term of this contract will begin January 1, 2009 and end December 31, 2009, subject to termination as provided in Section 6a of the Agreement.

Fees for Services:

Fee will be based on the schedule below:

Expenses:

SLc will reimburse Contractor for reasonable business expenses incurred in connection with providing services requested by SLc, in accordance with SLc’s regular business expense reimbursement policies.

NOTE: This Project Assignment is governed by the terms of an Independent Contractor Services Agreement in effect between SLc and Contractor. Any item in this Project Assignment which is inconsistent with that Agreement is invalid. Effective January 1, 2009, this Project Assignment supercedes the prior Project Assignment between the parties for the period January 1, 2005 through December 31, 2009.