EXHIBIT 10.4

                  SUMMARY DESCRIPTION OF DIRECTOR COMPENSATION

Each member of the Board of Directors (the "Board") of Critical Therapeutics,
Inc. (the "Corporation") who is not an employee of the Corporation (a
"Non-Employee Director") will receive the following fees:

      -     $3,000 for each meeting of the Board, up to a maximum of five in any
            calendar year, that the Non-Employee Director attends in person;

      -     $1,500 for each meeting of any committee of the Board on which the
            director serves that the Non-Employee Director attends in person;
            and

      -     $1,000 for each meeting of the Board or any committee of the Board
            on which the director serves that the Non-Employee Director attends
            by teleconference.

The chair of the Audit Committee of the Board will receive an annual fee of
$2,500, the chair of the Compensation Committee of the Board will receive an
annual fee of $1,500 and the chair of our Nomination and Corporate Governance
Committee will receive an annual fee of $1,500. The Lead Independent Director
will receive an annual fee of $5,000. All fees for committee chairs and the Lead
Independent Director shall be paid at the beginning of each calendar year
(payments for partial years shall be made on a pro rata basis). All fees for
Board and committee meetings and teleconferences shall be paid shall be on a
quarterly basis retrospectively.

Each Non-Employee Director will also receive a nonstatutory option under the
Corporation's 2004 Stock Incentive Plan, as amended, or other stock incentive
plan approved by the Board and stockholders of the Corporation, to purchase up
to 25,000 shares of the Corporation's common stock ("Common Stock") upon his or
her initial election to the Board and an option to purchase up to 15,000 shares
of Common Stock at the first annual meeting following the completion of one
year's membership on the Board and at each year's annual meeting after which he
or she continues to serve as a director.

The per share exercise price of each Non-Employee Director option shall equal
the closing price of the Common Stock on the NASDAQ National Market (or on the
principal market on which the Common Stock is traded if other than the NASDAQ
National Market), on the date of grant (or if no such price is reported on such
date, such price as reported on the nearest preceding date). Such options shall
have a ten-year term. The shares subject to these options become exercisable in
36 equal monthly installments beginning one month from the date of grant. The
shares subject to these options shall be subject to appropriate adjustment for
stock splits, combinations, recapitalizations, and other similar events
affecting the Common Stock.

The Corporation shall reimburse each Non-Employee Director for reasonable travel
and other expenses incurred in connection with attending meetings of the Board
and its committees.