CONSULTING
      AGREEMENT

     

    THIS
      CONSULTING AGREEMENT (this “Agreement”)
      is
      dated as of June 6, 2008, by and between Neuro-Hitech, Inc., a
      Delaware corporation
      (the “Company”)
      and
      David Ambrose (“Ambrose”).

     

    WHEREAS,
      Consultant previously served as the Chief Executive Officer and Chief Financial
      Officer, among other offices, of the Company; and

     

    WHEREAS,
      in connection with that certain Amended and Restated Stock Purchase Agreement
      among GKI Acquisition Corporation, Neuro-Hitech, Inc., and Ambrose, dated June
      __, 2008 (the “Stock
      Purchase Agreement”),
      the
      Company desires to engage Consultant to perform consulting services for the
      Company, and Consultant is willing to serve in such capacity as an independent
      contractor. 

     

    NOW,
      THEREFORE, in consideration of the premises and respective agreements set forth
      herein and the mutual benefits to be derived herefrom, the Company and
      Consultant hereby agree as follows:

     

    1. Services.
      The
      Company hereby engages Consultant and Consultant accepts such engagement as
      an
      independent contractor and not as the employee, agent, partner or joint venturer
      of the Company, on the terms and conditions herein. Consultant agrees to provide
      certain consulting and advisory services to the Company, including but not
      limited to: (a) providing operational and strategic advice regarding the
      Company’s business; (b) participating in conference calls and other forms of
      communication to share Consultant’s ideas, experience and expertise with the
      Company; and (c) providing such other services that the Company and Consultant
      mutually agree upon (collectively, the “Services”).
      Such
      Services shall be provided by Consultant during the Term on an hourly-basis
      from
      time to time during the regular business hours for a minimum of ten (10) hours
      per month and not to exceed twenty (20) hours per month without the consent
      of
      Consultant. Additionally, during each 12-month period following the Commencement
      Date (as defined in Section 3(a)), Consultant shall use commercially reasonable
      efforts to propose in writing to the Company at least twenty (20) pharmaceutical
      products for which a viable commercial market exists or reasonably could exist,
      which TG United Pharmaceuticals, Inc. or its Affiliates reasonably could produce
      and which the Company could, to its reasonable commercial advantage,
      distribute.

     

    2. Compensation.
      

     

    (a) Consulting
      Fee.
      As
      consideration for the Services, the Company shall pay Consultant an annual
      consulting fee of $150,000 (the “Consulting
      Fee”),
      which
      shall be paid to Consultant in twice-monthly installments of $6,250. If during,
      any 12-month period of this Agreement, Consultant proposes fewer than twenty
      (20) pharmaceutical products, as described in Section 1 hereof, then the
      Consulting Fee applicable for the subsequent 12-month period shall equal
      $150,000 multiplied by a fraction the numerator of which is the number of
      pharmaceutical products actually proposed during the prior year and the
      denominator of which is 20, provided, however, that if such a short fall occurs
      during the final 12-month period of the Term, Consultant shall rebate a portion
      of the Consulting Fee with respect to such 12-month period in accordance with
      the formula set forth in this sentence.

     

    (b) Reimbursement
      of Expenses.
      Consultant shall be reimbursed for all reasonable expenses reasonably incurred
      by Consultant in the performance of the Services pursuant to this Agreement
      (the
“Out-of-Pocket
      Expenses”).
      Any
      Out of Pocket Expenses in excess of $250 shall be subject to the Company’s prior
      written approval. 

     

    (c) Taxes.
      Consultant, as an independent contractor, agrees to pay in a timely manner
      all
      Social Security and other payroll taxes relating to his compensation, and
      Consultant shall have no claim against the Company for vacation pay, sick leave,
      retirement benefits, Social Security, worker’s compensation, disability or
      unemployment insurance benefits or other employee benefits of any kind.



    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        3.
          Term
          and Termination.
          

      

    

     

    (a) Term.
      The
      term of this Agreement shall be for a period of three (3) years commencing
      on
      the date hereof (the “Initial
      Term”).
      This
      Agreement shall be automatically renewed for a period of two (2) years following
      the completion of the Initial Term (the “Renewal
      Term”)
      unless
      the Company provides to the Consultant, or the Consultant provides to the
      Company, as the case may be, with six (6) months written notice, that it does
      not seek a Renewal Term. For purposes of this Agreement, references to the
      “Term”
shall
      mean the Initial Term or the Renewal Term, as appropriate.

     

    (b) Termination.
      Either
      party may, at any time, terminate this Agreement with or without cause upon
      thirty (30) days’ prior written notice to the other party; provided, however, if
      the Company terminates this agreement prior to the expiration of the Term
      without Cause (as defined below), then the Company shall immediately make a
      lump-sum payment to Consultant equal to the Consultant Fee for the remainder
      of
      the Term and any incurred but unpaid Out-of-Pocket Expenses as of the effective
      termination date. For purposes of this Agreement, “Cause” shall mean (i)
      Consultant's fraud, theft, embezzlement, dishonest acts, illegal conduct or
      similar acts of willful misconduct of Consultant that results, in the reasonable
      judgment of the Board, in an adverse effect on the Company; or (ii) the habitual
      use of alcohol or other harmful and addictive substances by the Consultant
      that
      substantially interferes with his abilities to perform the essential functions
      of his position with the Company, or serious neglect by Consultant in the
      performance of his duties that results in a material adverse effect on the
      Company, which, in the case of serious neglect which is capable of being cured,
      is not cured to the reasonable satisfaction of the Company within a reasonable
      time after the Company gives Consultant written notice of such
      neglect.

    


    4. Confidentiality
      Covenants; Noncompetition.
      Consultant acknowledges that the information, observations and data obtained
      by
      him concerning the business and affairs of the Company and its affiliates and
      its and their predecessors during the course of his performance of Services
      pursuant to this Agreement are the property of the Company and its affiliates,
      including information concerning acquisition opportunities in or reasonably
      related to the Company’s or its affiliates’ business or industry of which
      Consultant becomes aware while providing the Services. Therefore, Consultant
      agrees that he will not (and shall cause each of his affiliates not to) at
      any
      time (whether during or after the termination of the Services hereunder)
      disclose to any unauthorized person or, directly or indirectly, use for his
      own
      account, any of such information, observations or data without the Company’s
      consent, unless and to the extent that the aforementioned matters become
      generally known to and available for use by the public other than as a direct
      or
      indirect result of Consultant’s acts or omissions to act. 

     

    5.Miscellaneous.
      

     

    (a) Entire
      Agreement.
      This
      Agreement sets forth the entire agreement between the parties with respect
      to
      the subject matter of this Agreement and supersedes any and all prior agreements
      or understandings between the parties pertaining to the subject matter hereof.
      

     

    (b) Notices.
      Any
      notices required or desired to be given hereunder shall be deemed sufficiently
      given when sent by facsimile, first class certified or registered mail, postage
      prepaid and return receipt requested, as follows:

     

    If
      to the
      Company: At
      the
      address set forth on the signature page


    
      
         

      

      
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    If
      to
      Consultant: At
      the
      address set forth on the signature page

     

    or
      to
      such other address as the parties shall designate in a writing delivered to
      the
      other party hereto. Any such notice or communication required or permitted
      herein shall be deemed to have been given as of the date faxed or transmitted
      so
      mailed as evidenced by the postmark on the envelope.

    


    (c) Survival
      of Obligations.
      The
      parties expressly agree and understand that all of the provisions in this
      Agreement which impose post-termination obligations on a party, or which are
      related to or necessary to enforce those obligations, shall remain in full
      force
      and effect and survive the termination of this Agreement.

    


    (d) Disclaimer
      of Agent or Employee Status.
      It is
      expressly understood that Consultant is acting at all times in the role of
      an
      independent contractor to the Company. Nothing in this Agreement shall be
      construed to constitute Consultant as an agent or employee of the Company;
      nor
      shall anything contained in this Agreement be construed to constitute the
      Company as an agent of Consultant.

     

    (e) Indemnification.
      

     

    (i) Consultant
      shall indemnify and hold harmless the Company, and its respective shareholders,
      members, partners, directors, officers, employees and agents from all claims,
      actions, costs, debts, damages or suits, arising from any material breach
      of
      this Agreement by Consultant, or any act or omission by Consultant, and from
      all
      related costs, legal fees, expenses and other liabilities incurred in connection
      with such claims, actions or lawsuits. This covenant shall be deemed continuing
      and shall survive any termination or expiration of this Agreement.

     

    (ii) The
      Company shall indemnify and hold harmless Consultant from all claims, actions,
      costs, debts, damages or suits, arising from Consultant's performance of
      services under this Agreement or any material breach of this Agreement by the
      Company, or any act or omission by the Company, and from all related costs,
      legal fees, expenses and other liabilities incurred in connection with such
      claims, actions or lawsuits; provided, however, the Company shall not be
      obligated to indemnify Consultant for any loss, expense or damage resulting
      from
      the intentional misconduct, gross negligence or fraud of Consultant. This
      covenant shall be deemed continuing and shall survive any termination or
      expiration of this Agreement.

     

    (f) Binding
      Effect. 
      This
      Agreement shall be binding upon the parties hereto, their heirs, administrators,
      representatives, executors, successors and assigns, and shall inure to the
      benefit of the parties, and their heirs and assigns; provided,
      however,
      that
      this Agreement is personal to Consultant and may not be assigned by Consultant.
      The Company may assign all or any portion of this Agreement by providing written
      notice to Consultant.

    


    (g) Interpretation. This
      Agreement shall, in all respects be, interpreted, enforced and governed under
      the laws of the State of Florida without regard to its conflicts of laws
      principles that would refer the construction or governance of construction
      of
      the Agreement to the laws of another jurisdiction. The language of all parts
      of
      this Agreement shall, in all cases, be construed as a whole, according to its
      fair meaning, and not strictly for or against any of the parties.

     

    (h) Severability.
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      of this Agreement is held to be invalid, illegal or unenforceable in any respect
      under any applicable law or rule in any jurisdiction, such invalidity,
      illegality or unenforceability shall not affect any other provision or any
      other
      jurisdiction, but this Agreement shall be reformed, construed and enforced
      in
      such jurisdiction as if such invalid, illegal or unenforceable provision had
      never been contained herein.

     

    *
      * * *
      *

     

    [Signature
      Page Follows]


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement
      as
      of the date first written above.

    


    
      	 	CONSULTANT:
	 	 
	 	/s/
              David Ambrose
	 	David
              Ambrose
	 	Address for Notice:
	 	 
	 	COMPANY:
	 	 
	 	Neuro-Hitech,
              Inc.
	 	 	 
	 	By: 	
              /s/
                David Barrett

            
	 	Its:	
               Chief
                Financial Officer

            
	 	Address
              for Notice:


    


    
      
         

      

      
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