EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT is made and entered into as of this 6th day of June, 2008,
      by and between NEURO-HITECH, INC., a Delaware corporation with offices at One
      Penn Plaza, Suite 1503, New York, NY 10019 (the “Corporation”),
      and
      Matthew E. Colpoys, Jr., an individual residing at 7 Brentwood Common, Orchard
      Park, NY, 14127 (the “Employee”),
      under
      the following circumstances:

     

    RECITALS:

     

    A. The
      Corporation desires to secure the services of the Employee upon the terms and
      conditions hereinafter set forth; and

     

    B. The
      Employee desires to render services to the Corporation, upon the terms and
      conditions hereinafter set forth.

     

    C. The
      Employee has been offered a position with the Corporation which is of the nature
      that Employee will either generate or be entrusted with information, ideas
      and
      materials pertaining to the Corporation.

     

    NOW,
      THEREFORE, the parties mutually agree as follows:

     

    1. Employment.
      The
      Corporation hereby employs the Employee and the Employee hereby accepts
      employment as an employee of the Corporation, subject to the terms and
      conditions set forth in this Agreement.

     

    2. Duties
      and Location.
      The
      Employee shall serve as Chief Executive Officer of the Corporation, and shall
      devote substantially all of his time to perform his duties as Chief Executive
      Officer of the Corporation and perform such other tasks, consistent with his
      position, as may be, from time to time, assigned to him by the Board of
      Directors of the Corporation (the “Board”).
      Certain duties with respect to the “public-company” aspects of the Corporation
      shall be shared or divided with the Chairman of the Board and/or the Vice
      Chairman of the Board, as the Chairman of the Board or the Vice Chairman of
      the
      Board may direct. The Employee shall report directly to the Chairman of the
      Board, the Vice Chairman of the Board or such other person as the Board directs.
      If
      the
      Board requires, the Employee shall reasonably promptly relocate his residence
      to
      the greater New York City metropolitan area (which shall be deemed to include
      New York City, Long Island, northern New Jersey, Westchester and other locations
      within a reasonable commuting distance of New York City).

     

    3. Term
      of Employment.
      Subject
      to Section 5
      below,
      the term of the Employee’s employment hereunder, unless sooner terminated as
      provided herein (the “Initial
      Term”),
      shall
      be for a period of three (3) years commencing on the date hereof. 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 Employee provides to the Corporation, or the Corporation provides to the
      Employee, as the case may be, with six (6) months written notice that it does
      not seek a Renewal Term. For purposes of this Agreement, the Initial Term,
      Renewal Term and any term in accordance with Section 5
      below
      are hereinafter collectively referred to as the “Term.” 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4. Compensation
      of Employee.

     

    (a) The
      Corporation shall pay the Employee as compensation for his services hereunder,
      in equal semi-monthly or bi-weekly installments during the Term, the sum of
      $332,200 per annum (the “Base
      Salary”),
      less
      such deductions as shall be required to be withheld by applicable law and
      regulations. The Corporation shall review the Base Salary on an annual basis
      and
      has the right but not the obligation to increase it, but has no right to
      decrease the Base Salary.

     

    (b) In
      addition to the Base Salary set forth in Section 4(a)
      above,
      provided that the Employee is employed by the Corporation on the last day of
      its
      fiscal year, the Employee shall be entitled to receive an annual cash bonus
      with
      respect to such fiscal year in an amount equal
      to
      0.75% of the Corporation’s consolidated annual gross profits (net revenues less
      cost of good sold) for such fiscal year. The Corporation’s consolidated annual
      gross profits shall be determined based upon the Corporation’s audited annual
      financial statements with respect to such year. Such bonus shall be pro rated
      with respect to the portion of the fiscal year from the date of this Agreement
      through December 31, 2008.

     

    (c) The
      Corporation shall pay or reimburse the Employee for all reasonable out-of-pocket
      expenses actually incurred or paid by the Employee in the course of his
      employment, consistent with the Corporation’s policy for reimbursement of
      expenses from time to time. 

     

    (d) The
      Employee shall be entitled to participate in such pension, profit sharing,
      group
      insurance, hospitalization, and group health and benefit plans and all other
      benefits and plans, including perquisites, if any, as the Corporation provides
      to its employees. 

     

    (e) In
      addition to the Base Salary and the bonus compensation, the Employee shall
      receive options to purchase 2,000,000 shares of the Corporation’s Common Stock.
      The option agreement with respect to such options shall provide for such options
      to vest twenty-five percent (25%) on the date hereof, and twenty-five percent
      (25%) on each remaining anniversary of the date hereof. The exercise price
      per
      share for such options will be $2.00 per share, subject to adjustment for
      dividends, splits, reclassifications and similar transactions. 

     

    (f) If
      the
      Employee is required by the Corporation to relocate from the Buffalo, NY area
      to
      the greater New York City metropolitan area, he shall be entitled to receive
      an
      amount equal to his reasonable relocation expenses.

     

    
      
        
        

      

      
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    5. Termination. 

     

    (a) This
      Agreement and the Employee’s employment hereunder shall terminate upon the
      happening of any of the following events:

     

    (i) upon
      the
      Employee’s death;

     

    (ii) upon
      the
      Employee’s “Total Disability” (as herein defined);

     

    (iii) upon
      the
      expiration of the Initial Term of this Agreement or any renewal term thereof,
      if
      either party has provided a timely notice of non-renewal in accordance with
      Section 3, above;

     

    (iv) at
      the
      Employee’s option, upon ninety (90) days prior written notice to the
      Corporation;

     

    (v) at
      the
      Employee’s option, in the event of an act by the Corporation, defined in Section
      5(c), below, as constituting “Good Reason” for termination by the Employee;


     

    (vi) at
      the
      Corporation’s option, in the event of an act by the Employee, defined in Section
      5(d), below, as constituting “Cause” for termination by the Corporation;
      and

     

    (vii) at
      the
      Corporation’s option without “Cause” at any time by providing Employee with
      written notice of such termination, which termination shall take effect 60
      days
      after such notice is provided.

     

    (b) For
      purposes of this Agreement, the Employee shall be deemed to be suffering from
      a
“Total
      Disability”
if
      the
      Employee has failed to perform his regular and customary duties to the
      Corporation for a period of 180 days out of any 360-day period and if before
      the
      Employee has become “Rehabilitated” (as herein defined) a majority of the
      members of the Board, exclusive of the Employee, vote to determine that the
      Employee is mentally or physically incapable or unable to continue to perform
      such regular and customary duties of employment. As used herein, the term
“Rehabilitated”
shall
      mean such time as the Employee is willing, able and commences to devote his
      time
      and energies to the affairs of the Corporation to the extent and in the manner
      that he did so prior to his Total Disability.

     

    (c) For
      purposes of this Agreement, the term “Good
      Reason”
shall
      mean that the Employee has resigned due to (i) any material diminution of
      Employee’s responsibilities that is not cured within fifteen (15) days; (ii) any
      reduction of or failure to pay Employee compensation provided for herein, except
      to the extent Employee consents in writing to any reduction, deferral or waiver
      of compensation, which non-payment continues for a period of fifteen (15) days
      following written notice to the Corporation by Employee of such non-payment;
      or
      (iii) any material violation by the Corporation of its obligations under this
      Agreement that is not cured within sixty (60) days Agreement after receipt
      of
      written notice thereof from the Employee. For the avoidance of doubt, the
      parties expressly agree that the failure of the parties to agree as to the
      need
      for or terms of the Employee’s relocation does not constitute “Good
      Reason.”


    
      
        
        

      

      
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    (d) For
      purposes of this Agreement, the term “Cause”
shall
      mean:

     

    (i) the
      willful or continued failure by Employee to substantially perform his duties,
      including, but not limited to, acts of fraud, willful misconduct, gross
      negligence or other act of dishonesty (provided that the Corporation shall
      have
      delivered to Employee a notice of such failure, specifying the particulars
      thereof and giving Employee a 15-day period to cure such conduct if such conduct
      is capable of being cured);

     

    (ii) a
      material violation or material breach of this Agreement which is not cured
      within 10 days written notice to Employee;

     

    (iii) misappropriation
      of funds, properties or assets of the Company by Employee or any action which
      has a materially adverse effect on the Company or its business; or

     

    (iv) the
      conviction of, or plea of guilty or no contest to, a felony or any other crime
      involving moral turpitude, fraud, theft, embezzlement or dishonesty; or


     

    (v) abuse
      of
      drugs or alcohol which impairs Employee’s ability to perform his duties.


     

    (e) For
      purposes of this Agreement, the term “Change
      in Control Transaction”
means
      the sale of the Corporation to an un-affiliated person or entity or group of
      un-affiliated persons or entities pursuant to which such person, entity or
      group
      acquires (i) shares of capital stock of the Corporation representing at least
      fifty percent (50%) of outstanding capital stock (whether by merger,
      consolidation, sale or transfer of shares (other than a merger where the
      Corporation is the surviving corporation and the shareholders and directors
      of
      the Corporation prior to the merger constitute a majority of the shareholders
      and directors, respectively, of the surviving corporation (or its parent)))
      or
      (ii) all or substantially all of the Corporation’s assets determined on a
      consolidated basis.

     

    6. Effects
      of Termination.

     

    (a) Upon
      termination of the Employee’s employment by the Corporation for any reason other
      than for “Cause” or by the Employee for “Good Reason” (except with respect to a
      Change in Control Transaction, as provided for in Section 6(c)), the Employee
      shall be entitled to (i) the lesser of (A) two (2) years Base Salary at the
      then
      current rate, payable in a lump sum, less withholding of applicable taxes or
      any
      other compensation or benefits, or (B) Base Salary at the then current rate,
      payable in a lump sum, less withholding of applicable taxes or any other
      compensation or benefits for the remaining months left in the Term and (ii)
      the
      lesser of (X) the Employee’s average annual bonus in accordance with Section
      4(b) since the start of this Agreement (the “Average
      Bonus”)
      multiplied by two, payable in a lump sum, less withholding of applicable taxes
      or any other compensation or benefits, or (Y) Average Bonus multiplied by a
      fraction the numerator of which is the number of remaining months left in the
      Term and the denominator of which is 12, payable in a lump sum, less withholding
      of applicable taxes or any other compensation or benefits.


    
      
        
        

      

      
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    (b) If
      the
      Corporation shall terminate the Employee without “Cause” or if the Employee
      shall resign from the Corporation with “Good Reason,” all unvested options shall
      immediately vest and become exercisable. If the Corporation shall terminate
      the
      Employee for “Cause” or if the employee shall resign without “Good Reason,” all
      unvested options shall be forfeited and all vested options shall remain
      exercisable in accordance with their terms. 

     

    (c) If
      the
      Corporation consummates any Change in Control Transaction and within twelve
      months after the Change in Control Transaction the Employee terminates his
      employment for “Good Reason” or the Corporation terminates the Employee without
“Cause,” the Employee shall be entitled to (i) one (1) year’s Base Salary at the
      then current rate, payable in a lump sum, less withholding of applicable taxes
      or any other compensation or benefits and (ii) the Average Bonus, payable in
      a
      lump sum, less withholding of applicable taxes or any other compensation or
      benefits. Upon such termination of the Employee’s employment with the
      Corporation, all of Employee’s unvested options shall immediately vest and
      become exercisable.

     

    7. Vacation.
      The
      Employee shall be entitled to a vacation of four (4) weeks per year, during
      which period his salary shall be paid in full. The Employee shall take his
      vacation at such time or times as the Employee and the Corporation shall
      determine is mutually convenient. Any vacation not taken in one (1) year shall
      not accrue, provided that if vacation is not taken due to the Corporation’s
      business necessities, up to four (4) weeks’ vacation may carry over to the
      subsequent year.

     

    8. Disclosure
      of Confidential Information.
      The
      Employee recognizes, acknowledges and agrees that he has had and will continue
      to have access to secret and confidential information regarding the Corporation,
      including but not limited to, its products, formulae, patents, sources of
      supply, customer dealings, data, know-how and business plans, provided such
      information is not in or does not hereafter become part of the public domain,
      or
      become known to others through no fault of the Employee. The Employee
      acknowledges that such information is of great value to the Corporation, is
      the
      sole property of the Corporation, and has been and will be acquired by him
      in
      confidence. In consideration of the obligations undertaken by the Corporation
      herein, the Employee will not, at any time, during or after his employment
      hereunder, reveal, divulge or make known to any person, any information acquired
      by the Employee during the course of his employment, which is treated as
      confidential by the Corporation, and not otherwise in the public domain. The
      provisions of this Section 8 shall survive the termination of the Employee’s
      employment hereunder.

     

    9. Covenant
      Not To Compete or Solicit.
      The
      Employee covenants and agrees that for the period equivalent to the period
      in
      respect of which Employee is entitled to payments pursuant Section 6(a) or
      Section 6(c), as applicable, but not less than twelve (12) months after the
      date
      of this Agreement (the “Restricted
      Period”),
      he
      shall not:


    
      
        
        

      

      
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    (a) directly
      or indirectly, own, manage, operate, control, finance or participate in the
      ownership, management, operation, control or financing of, or be an officer,
      director, employee, partner, principal, agent, representative, consultant or
      otherwise with, or use or permit his name to be used in connection with, any
      business or enterprise (the “Restricted Activities”) which is engaged in any
      line of business in which the Corporation was engaged or had a present intent
      to
      engage, in each case, as of immediately prior to the date hereof (collectively,
      the “Business”);
      provided, however, that notwithstanding the foregoing, nothing herein shall
      prohibit the Employee from (i) engaging in Restricted Activities with a person
      or entity that is engaged in, or has a formal plan to engage in, the Business
      provided that the Restricted Activities engaged in and compensation received
      by
      the Employee, if any, are unrelated to the Business, or (iii) owning up to
      five
      percent (5%) of any class of securities or equity interests of any corporation
      or other business entity which is engaged in the Business having a class of
      securities registered pursuant to the Securities Exchange Act of 1934, as
      amended, but neither the Employee, nor any group of persons including the
      Employee may in any way, either directly or indirectly, manage or exercise
      control of any such corporation or entity, guarantee any of its financial
      obligations, or otherwise take any part in its business other then exercising
      its or his rights as a stockholder. The Employee acknowledges that the
      Corporation conducts the Business on a national basis (in the United States
      and
      Canada) and that this covenant cannot be limited to a service area in which
      the
      Corporation conducts the Business; or

     

    (b) directly
      or indirectly, either for himself or any other person (A) solicit or induce,
      or
      attempt to induce, any employee of, or independent contractor providing services
      to the Corporation to leave the employ of or to cease to provide services,
      in
      whole or in part to the Corporation, or (B) induce or attempt to induce any
      customer or supplier of the Corporation, to cease doing business with the
      Corporation.

     

    In
      the
      event of a breach by the Employee of any of the covenants set forth above,
      the
      term of such covenant shall be extended by the period of the duration of such
      breach.

     

    10. Miscellaneous.

     

    (a) The
      Employee acknowledges that the services to be rendered by him under the
      provisions of this Agreement are of a special, unique and extraordinary
      character and that it would be difficult or impossible to replace such services.
      Accordingly, the Employee agrees that any breach or threatened breach by him
      of
      Sections 8 or 9 of this Agreement shall entitle the Corporation, in addition
      to
      all other legal remedies available to it, to apply to any court of competent
      jurisdiction to seek to enjoin such breach or threatened breach. The parties
      understand and intend that each restriction agreed to by the Employee
      hereinabove shall be construed as separable and divisible from every other
      restriction, that the unenforceability of any restriction shall not limit the
      enforceability, in whole or in part, of any other restriction, and that one
      or
      more or all of such restrictions may be enforced in whole or in part as the
      circumstances warrant. In the event that any restriction in this Agreement
      is
      more restrictive than permitted by law in the jurisdiction in which the
      Corporation seeks enforcement thereof, such restriction shall be limited to
      the
      extent permitted by law. The remedy of injunctive relief herein set forth shall
      be in addition to, and not in lieu of, any other rights or remedies that the
      Corporation may have at law or in equity.

     

    
      
         

      

      
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    (b) Neither
      the Employee nor the Corporation may assign or delegate any of their rights
      or
      duties under this Agreement without the express written consent of the other;
      provided however that the Corporation shall have the right to delegate its
      obligation of payment of all sums due to the Employee hereunder, provided that
      such delegation shall not relieve the Corporation of any of its obligations
      hereunder.

     

    (c) This
      Agreement constitutes and embodies the full and complete understanding and
      agreement of the parties with respect to the Employee’s employment by the
      Corporation, supersedes all prior understandings and agreements, whether oral
      or
      written, between the Employee and the Corporation, and shall not be amended,
      modified or changed except by an instrument in writing executed by the party
      to
      be charged. The invalidity or partial invalidity of one or more provisions
      of
      this Agreement shall not invalidate any other provision of this Agreement.
      No
      waiver by either party of any provision or condition to be performed shall
      be
      deemed a waiver of similar or dissimilar provisions or conditions at the same
      time or any prior or subsequent time. 

     

    (d) This
      Agreement shall inure to the benefit of, be binding upon and enforceable
      against, the parties hereto and their respective successors, heirs,
      beneficiaries and permitted assigns.

     

    (e) The
      headings contained in this Agreement are for convenience of reference only
      and
      shall not affect in any way the meaning or interpretation of this
      Agreement.

     

    (f) All
      notices, requests, demands and other communications required or permitted to
      be
      given hereunder shall be in writing and shall be deemed to have been duly given
      when personally delivered, sent by registered or certified mail, return receipt
      requested, postage prepaid, or by private overnight mail service (e.g. Federal
      Express) to the party at the address set forth above or to such other address
      as
      either party may hereafter give notice of in accordance with the provisions
      hereof. Notices shall be deemed given on the sooner of the date actually
      received or the third business day after sending.

     

    (g) This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York without reference to principles of conflicts
      of
      laws and each of the parties hereto irrevocably consents to the jurisdiction
      and
      venue of the federal and state courts located in the State of New
      York.

     

    (h) This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one of the same instrument. The parties hereto have executed this Agreement
      as
      of the date set forth above.


    
      
        
        

      

      
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    11. Post-Employment
      Property.
      The
      parties agree that any work of authorship, invention, design, discovery,
      development, technique, improvement, source code, hardware, device, data,
      apparatus, practice, process, method or other work product whatever (whether
      patentable or subject to copyright, or not, and hereinafter collectively called
      “Discovery”) related to training or marketing methods and techniques that
      Employee, either solely or in collaboration with others, has made or may make,
      discover, invent, develop, perfect, or reduce to practice during the term of
      his
      employment, whether or not during regular business hours and created, conceived
      or prepared on the Corporation’s premises or otherwise shall be the sole and
      complete property of the Corporation. More particularly, and without limiting
      the foregoing, Employee agrees that all of the foregoing and any (i) inventions
      (whether patentable or not, and without regard to whether any patent therefore
      is ever sought), (ii) marks, names, or logos (whether or not registrable as
      trade or service marks, and without regard to whether registration therefore
      is
      ever sought), (iii) works of authorship (without regard to whether any claim
      of
      copyright therein is ever registered), and (iv) trade secrets, ideas, and
      concepts ((i) - (iv) collectively, “Intellectual Property Products”) created,
      conceived, or prepared during the term of his employment on the Corporation’s
      premises or otherwise, whether or not during normal business hours, shall
      perpetually and throughout the world be the exclusive property of the
      Corporation, as shall all tangible media (including, but not limited to, papers,
      computer media of all types, and models) in which such Intellectual Property
      Products shall be recorded or otherwise fixed. Employee further agrees promptly
      to disclose in writing and deliver to the Corporation all Intellectual Property
      Products created during his engagement by the Corporation, whether or not during
      normal business hours. Employee agrees that all works of authorship created
      by
      Employee during his engagement by the Corporation shall be works made for hire
      of which the Corporation is the author and owner of copyright. To the extent
      that any competent decision-making authority should ever determine that any
      work
      of authorship created by Employee during his engagement by the Corporation
      is
      not a work made for hire, Employee hereby assigns all right, title and interest
      in the copyright therein, in perpetuity and throughout the world, to the
      Corporation. To the extent that this Agreement does not otherwise serve to
      grant
      or otherwise vest in the Corporation all rights in any Intellectual Property
      Product created by Employee during his engagement by the Corporation, Employee
      hereby assigns all right, title and interest therein, in perpetuity and
      throughout the world, to the Corporation. Employee agrees to execute,
      immediately upon the Corporation’s reasonable request and without charge, any
      further assignments, applications, conveyances or other instruments, at any
      time
      after execution of this Agreement, whether or not Employee is engaged by the
      Corporation at the time such request is made, in order to permit the
      Corporation, or its assigns, to protect, perfect, register, record, maintain,
      or
      enhance their rights in any Intellectual Property Product; provided, that,
      the
      Corporation shall bear the cost of any such assignments, applications or
      consequences. Upon termination of Employee’s employment by the Corporation for
      any reason whatsoever, and at any earlier time the Corporation so requests,
      Employee will immediately deliver to the custody of the person designated by
      the
      Corporation all originals and copies of any documents and other property of
      the
      Corporation in Employee’s possession, under Employee’s control or to which he
      may have access,


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Employment Agreement has been executed on the date and
      year first above written.

     

    CORPORATION:

     

    NEURO-HITECH,
      INC.

     

    
      	
              By:

            	
              /s/
                David Barrett

            


    

    
      	
              Name:
                

            	
              David
                Barrett

            
	
              Title:
                

            	
              Chief
                Financial Officer

            


    

     

    
      	
              EMPLOYEE:

            	 
	 	 
	
              /s/
                Matthew E. Colpoys, Jr.

            
	
              Matthew
                E. Colpoys, Jr.

            


    

     

    
      
        
        

      

      
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