RESIGNATION
      AGREEMENT AND MUTUAL RELEASE

    


    This
      Resignation Agreement and Mutual Release (the “Agreement”) is entered into this
      5th day of June, 2008, by and between Neuro-Hitech, Inc., a Delaware corporation
      (“Employer” or “Company”), and Gary Shearman (“Employee”).

    


    Recitals

    


    A. Employee
      has been employed by Employer as Chief Executive Officer and President since
      August 27, 2007, pursuant to an Employment Agreement dated August 22, 2007
      (the
“Employment Agreement”).

    


    B. Employer
      and Employee have decided that Employee will resign from Employer, effective
      June 5, 2008, under the terms set forth herein.

    


    NOW,
      THEREFORE, in consideration of the promises contained herein, the adequacy
      of
      which is hereby acknowledged, the parties agree as follows:

    


    Agreements

    Section
      1 Resignation
      Date

    


    Employee
      hereby resigns his employment with Employer and resigns as an officer of
      Employer and as a member of Employer’s board of director, effective at the close
      of business on June 5, 2008 (the “Resignation Date”).

    


    Section
      2 Separation
      Pay & Benefits

    


    A. Accrued
      Salary and Vacation.
      At the
      first regularly scheduled payroll date following the Resignation Date, Employer
      will issue Employee a final paycheck for (i) all accrued but unpaid salary
      as of
      the Resignation Date, less required and authorized tax withholding and
      deductions, (ii) one week’s vacation pay (valued at $9,375.00), less required
      and authorized tax withholding and deductions and (iii) reimbursable business
      expenses upon submission of an applicable report in an approximate amount of
      $5000.

    


    B. Severance.
      In
      addition, Employer shall pay Employee in a lump sum the amount of $275,000,
      less
      required and authorized tax withholding and deductions. This payment shall
      be
      made within five business days of the expiration of the Revocation Period (as
      defined below).

    


    C. Medical/Dental.
      Employer agrees to pay $22,560.84 representing Employee’s medical and dental
      coverage premium for 12 months. This payment shall be made within five business
      days of the expiration of the Revocation Period.

    


    D. Attorney
      Fees.
      Employer shall pay Employee’s attorney’s fees associated with Employee’s
      resignation in the amount of $4,000 payable to Halberstadt Curley, LLC within
      five business days of the expiration of the Revocation Period.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      3 Stock
      Options and Stock

    


    Employee
      agrees that no stock options granted to him through the Employment Agreement
      or
      any other agreement have been exercised, and all such stock options are
      terminated by this Agreement. 

     

    Section
      4 Employment
      Agreement: Non Competition and Confidential Information

    


    Employee
      agrees that the Noncompetition and Nonsolicitation provisions in Section 7,
      and
      the terms of Section 8 (Confidential Information), of the Employment Agreement
      shall remain in full force and effect, are incorporated herein by reference
      and
      Employee agrees to continue to be bound by the restrictions and limitation
      set
      forth in Sections 7 and 8 of the Employment Agreement.

    


    Section
      5 No
      Other Compensation or Benefits

    


    Except
      as
      otherwise expressly stated in this Agreement or as otherwise required by law,
      (a) the Employment Agreement shall be deemed terminated, (b) Employee shall
      have
      no further rights under the Employment Agreement, and (c) Employee’s
      participation in, entitlement to and accrual of all other compensation and
      benefits shall cease as of the Resignation Date. 

    


    Section
      6 Property

    


    Employee
      agrees to return all property of Employer, including all copies, excerpts and
      summaries of such property in whatever form, within 30 days of the Resignation
      Date. 

    


    Section
      7  Board
      Minutes 

    


    Employer’s
      Board of Directors shall approve all outstanding minutes of the Board of
      Directors prior to the execution of this Agreement. Employee will be provided
      a
      copy of all minutes of the Board of Directors adopted during the period of
      his
      employment. 

    


    Section
      8 Non
      Disparagement/Confidentiality

    


    The
      parties agree not to make any oral or written statement or comment to anyone,
      disparaging the other or Employer’s owners, directors, officers or employees.
      Following execution of this agreement Employer will not use Employee’s name in
      any marketing or public relations announcements. Further, Employee shall be
      permitted to review and reasonably approve a press release announcing Employee’s
      resignation of employment. 

    


    Section
      9 Release

    


    A. By
      Employee.
      In
      consideration for the benefits described herein, and for other good and valuable
      consideration, Employee, on behalf of himself, his heirs, executors,
      administrators, agents, representatives and assigns, hereby forever releases
      Employer, and its affiliated entities, and its and their officers, directors,
      owners, employees, agents, attorneys and representatives, and each of their
      predecessors, successors and assigns, from any and all claims, demands, suits,
      actions, damages, losses, expenses, charges or causes of action of any nature
      whatsoever, whether known or unknown, relating in any way to any act, omission,
      event, relationship, conduct, policy or practice prior to the date Employee
      signs this Agreement, including without limitation his employment with Employer
      and the separation therefrom (“Claims”). This release includes without
      limitation Claims for discrimination under the Age Discrimination in Employment
      Act (the “ADEA”); Claims for breach of any contract, including the Employment
      Agreement; Claims for wrongful discharge; Claims for emotional distress,
      defamation, fraud, misrepresentation or any other personal injury; Claims for
      unpaid compensation; Claims relating to benefits; Claims for attorneys' fees
      and
      costs; Claims for reinstatement of employment; and all other Claims under any
      federal, state or local law or cause of action. Employee represents that he
      has
      not filed any such Claims, and he further agrees not to assert or file any
      such
      Claims in the future. It is understood and agreed that this Mutual Release
      does
      not apply to claims for breach of the terms of this Agreement nor does this
      Mutual Release apply to Employer’s existing and continuing obligations to
      defend, indemnify and hold Employee harmless from claims asserted by
      stockholders, vendors and others.


    
      
        
        

      

      
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    B. By
      Employer.
      In
      consideration for the benefits described herein, and for other good and valuable
      consideration, Employer, and its affiliated entities, and its and their
      officers, directors, owners, employees, agents, attorneys and representatives,
      and each of their predecessors, successors and assigns hereby forever releases
      Employee, his heirs, executors, administrators, agents, representatives and
      assigns, from any and all claims, demands, suits, actions, damages, losses,
      expenses, charges or causes of action of any nature referred to or raised in
      the
      May 13, 2008 letter to Employee from Employer, a copy of which is attached
      as
      Exhibit A to this Agreement, and from any and all claims that could have been
      asserted against Employee up to the Resignation Date. 

    


    Section
      10 Complete
      Agreement

    


    This
      Agreement represents the entire agreement of the parties and supersedes all
      other agreements, discussions and understandings of the parties, concerning
      the
      subject matter hereof. All other express or implied agreements of the parties
      not expressly contained or incorporated by reference herein are terminated
      and
      of no further force or effect. This Agreement may not be modified in any manner
      except in a written document signed by both parties. Should any provision of
      this Agreement be held to be invalid or unenforceable by a court of competent
      jurisdiction, the remaining provisions of the Agreement shall continue in full
      force and effect.


    
      
        
        

      

      
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    Section
      11 Consultation
      and Consideration

    


    Employee
      has been and is advised and encouraged to consult with an attorney prior to
      executing this Agreement. He may have a period of up to 21 days to consider
      this
      Agreement, but he may knowingly and voluntarily take less time to consider
      it.
      In addition, should Employee choose to sign the Agreement, he shall have a
      period of seven days thereafter to revoke his signature and agreement and to
      provide such notice of revocation in writing to the Employer (the “Revocation
      Period”). Thus, this Agreement shall not become effective or enforceable until
      the expiration of the seven day Revocation Period. In the event that Employee
      exercises his right of revocation, Employer’s obligations hereunder shall cease,
      and this Agreement shall become null and void. Employer’s obligations to begin
      any payments, or to grant the stock, provided for herein shall, at its option,
      not commence until expiration of the Revocation Period.

    


    Section
      12 Miscellaneous

    


    A. Governing
      Law.
      This
      Agreement shall be construed exclusively in accordance with the laws of the
      State of New York, without regard to the principles of conflicts of laws
      therein.

    


    B. Parties
      Bound, Assignment.
      This
      Agreement shall be binding upon and shall inure to the benefit of Employer
      and
      its directors, officers, agents, subsidiaries, affiliates, successors and
      assigns and Employee and his heirs and assigns. Employee may not assign any
      right or obligation hereunder without Employer’s prior written
      consent.

    


    C. Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original and together which shall constitute one and the same
      instrument.

    


    D. Non-Admission.
      The
      Parties agree that nothing contained in this Agreement shall be construed as
      an
      admission by Employer or Employee that it, or he have engaged in any
      wrongdoing.

    


    E. Notices.
      Any
      notices required or provided under this Agreement must be in writing, and
      addressed to (A) Employer, c/o David Barrett, with a copy to Jeffrey E. Jordan,
      Arent Fox LLP, 1050 Connecticut Avenue, NW, Washington, DC 20036; and to (B)
      Employee at his last known address provided to the Employer in
      writing.

    


    EMPLOYEE
      HAS HAD AN OPPORTUNITY TO CAREFULLY REVIEW AND CONSIDER THIS AGREEMENT WITH
      AN
      ATTORNEY, AND HE HAS HAD SUFFICIENT TIME TO CONSIDER IT. AFTER SUCH CAREFUL
      CONSIDERATION, HE KNOWINGLY AND VOLUNTARILY ENTERS INTO THIS AGREEMENT WITH
      FULL
      UNDERSTANDING OF ITS MEANING AND EFFECT.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have duly executed this
      Agreement.

    


    
      	
              GARY
                SHEARMAN

            	 	NEURO-HITECH,
              INC.	 
	 	 	 	 	 
	
              /s/
                Gary Shearman

            	 	By:	
               /s/ 
                Reuben Seltzer

            	 
	
              Gary
                Shearman

            	 	 	
              Reuben
                Seltzer

            	 
	 	 	 	
              Vice
                Chairman

            	 
	 	 	 	 	 
	
              Date:
                June 5, 2008

            	 	Date:
              June 5, 2008	 


    

    


    Exhibit
      A
– Letter
      dated May 13, 2008


    
      
        
        

      

      
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