EXHIBIT 10.1

                               ENZO BIOCHEM, INC.

                  SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION

CASH COMPENSATION
<TABLE>
<S>      <C>                                                             <C>
         Annual Fee:
                  Lead Independent Director                              $50,000 per year
                  All Other Non-Employee Directors                       $20,000 per year

         Meetings of the Board of Directors (telephonic or in person):

                  Lead Independent Director                              $2,000 per meeting
                  All Other Non-Employee Directors                       $2,000 per meeting

         Meetings of Board Committees (telephonic or in person):

                  Lead Independent Director                              $1,500 per meeting
                  Audit Committee Chair                                  $2,000 per meeting
                  Other Audit Committee Members                          $1,000 per meeting
                  Compensation Committee Chair                           $1,500 per meeting
                  Other Compensation Committee Members                   $1,000 per meeting
                  Nominating/Governance Committee Chair                  $1,500 per meeting
                  Other Nominating/Governance Committee Members          $1,000 per meeting
</TABLE>
EQUITY COMPENSATION

         Subject to limits in the Company's 2005 Equity  Compensation  Incentive
Plan,  the  Compensation  Committee  has the  discretion  to determine the form,
amount  and  terms of equity  incentive  awards  under the plan to  non-employee
directors.  The Lead Independent  Director will receive 10,000  restricted stock
units immediately following the date of the next annual meeting of the Company's
shareholders,  provided  such  person is a director of the Company at such time.
All other  non-employee  directors  will receive  5,000  restricted  stock units
immediately  following  the date of the next  annual  meeting  of the  Company's
shareholders,  provided  such  person is a director of the Company at such time.
Each of the  restricted  stock  units  referred  to above  shall be subject to a
two-year  vesting period;  provided that at the time any  non-employee  director
ceases to be a director of the Company, such non-employee  director's restricted
stock units shall become fully vested at such time. Such  restricted  stock unit
grants will be made in lieu of the  automatic  annual  stock  option  grants the
non-employee  directors  would have received at such time under the terms of the
Company's 2005 Equity Compensation Incentive Plan.

OTHER INFORMATION

         Non-employee directors' compensation is paid based on an August to July
annual  period.  The Company  reimburses  directors for their travel and related
expenses in  connection  with  attending  meetings of the Board of Directors and
Board-related activities.