**EXHIBIT
      14.1**





**NEURO-HITECH
      PHARMACEUTICALS, INC.**


**CODE
      OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER AND**


**SENIOR
      FINANCIAL OFFICIALS**





This
      Code
      of Ethics applies to our Chief Executive Officer and senior financial officials.
      Our Chief Executive Officer and our senior financial officials (the Chief
      Financial Officer, principal accounting officer and other officers in the
      Finance Area) are ultimately responsible for full, fair, accurate, timely and
      understandable disclosure in our public communications and the reports and
      documents filed by us with the Securities and Exchange Commission. This Code
      embodies rules regarding responsibilities to us, our investors and other
      stakeholders. Accordingly, to the best of their knowledge and ability, the
      Chief
      Executive Officer and each financial official pledges:





·
            To
                act with honesty and integrity, including the ethical handling (and
                avoidance, where possible) of actual or apparent conflicts of interest
                between personal and professional relationships.





·
            To
                provide disclosure in Neuro-Hitech’s public communications and its reports
                and documents filed with the Securities and Exchange Commission that
                is
                full, fair, accurate, timely and understandable.





·
            To
                adhere to applicable laws and regulations governing Neuro-Hitech’s
                business and act in a manner consistent with Neuro-Hitech’s policies
                implementing those laws and regulations.





·
            To
                act in good faith, responsibly, with due care, competence and diligence,
                without misrepresenting material facts or allowing one’s independent
                judgment to be subordinated.





·
            To
                respect the confidentiality of information acquired in the course
                of one’s
                work, except when authorized or otherwise legally obligated to disclose,
                and not to use such information for personal advantage.





·
            To
                achieve responsible use of, and control over, the assets and resources
                employed or entrusted to one’s management.





·
            To
                promptly report to the Chairman of the Audit Committee information
                concerning:





o
            Material
                violations of this Code; and




o
            Evidence
                of a material violation of the securities or other laws, rules or
                regulations or accounting principles applicable to Neuro-Hitech and
                the
                operation of its business, by Neuro-Hitech or any agent thereof.





The
      Board
      of Directors shall determine, or designate appropriate persons to determine,
      appropriate actions to be taken in the event of violations of this Code by
      the
      Chief Executive Officer or senior financial officials. Such actions shall be
      reasonably designed to deter wrongdoing and to promote accountability for
      adherence to these procedures, and may include action ranging from written
      notices or censure to suspension (with or without pay as determined by the
      Board
      or its designee) or termination with or without cause. In determining what
      action is appropriate in a particular case, the Board of Directors or its
      designee shall take into account all relevant information, including the nature
      and severity of the violation, whether the violation was a single occurrence
      or
      repeated occurrences, whether the violation appears to have been intentional
      or
      inadvertent, whether the individual in question had been advised prior to the
      violation as to the proper course of action and whether or not the individual
      in
      question had committed other violations in the past.