NEURO-HITECH,
      INC.

    NON-MANAGEMENT
      DIRECTORS DEFERRAL PROGRAM

    


    1.
      Purpose
      of the Program.
      The
      Neuro-Hitech, Inc. Non-Management Directors Deferral Program (the “Program”) has
      been established by Neuro-Hitech, Inc. (the “Company”) to enable directors who
      are not employees of the Company or any of its subsidiaries to elect to receive
      the compensation for their service as members of the Board of Directors of
      the
      Company in part or in whole in the form of Options on Company Common Stock
      in
      lieu of cash. It is contemplated that all Options to be issued pursuant to
      the
      Program will be granted under the Company’s 2006 Amended and Restated Incentive
      Stock Plan (the “Plan”).

    


    2.
      Definitions.

    


    (a)
      “Board” means the Board of Directors of the Company.

    


    (b)
      “Closing Price” means the closing price on the principal securities exchange on
      which shares of Common Stock are listed (if the shares of Common Stock are
      so
      listed), or on the NASDAQ Stock Market (if the shares of Common Stock are
      regularly quoted on the NASDAQ Stock Market), or, if not so listed or regularly
      quoted, the mean between the closing bid and asked prices of publicly traded
      shares of Common Stock in the over the counter market, or, if such bid and
      asked
      prices shall not be available, as reported by any nationally recognized
      quotation service selected by the Company.

    


    (c)
      “Common Stock” means the common stock, par value $.001 per share, of the
      Company.

    


    (d)
      “Compensation Committee” means the Compensation Committee of the
      Board.

    


    (e)
      “Election” has the meaning set forth in Section 4(a) of this
      Program.

    


    (f)
      “Non-Management Director” means a member of the Board who is not an employee of
      the Company or any of its subsidiaries.

    


    (g)
      “Option” means an option to acquire Common Stock granted pursuant to the Plan
      and with the terms set forth in Section 4(c) of this Program.

    


    (h)
      “Payment Date” means the date on which the Company, in accordance with its
      regular payment policy, would otherwise pay a retainer or fee in cash to a
      Non-Management Director.

    


    (i)
      “Value” means the value of an Option for one share of Common Stock determined
      pursuant to the application of the valuation methodology and assumptions
      utilized by the Company in valuing Company stock options for the purposes of
      preparing the Company’s most recently publicly filed audited annual financial
      statements prior to the Payment Date.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.
      Administration
      of the Program.
      The
      Program shall be administered by the Compensation Committee, which, except
      as
      otherwise expressly provided herein, shall have the sole and complete authority
      to interpret the Program and to make all other determinations necessary for
      the
      Program’s administration. All action taken by the Compensation Committee in the
      interpretation and administration of the Program shall be final and binding
      on
      all concerned. The Compensation Committee may designate officers and employees
      of the Company to assist the Compensation Committee in the administration of
      the
      Program by executing documents on behalf of the Company relating to the
      administration of the Program and by performing such ministerial duties in
      connection with the administration of the Program as are assigned to them by
      the
      Compensation Committee.

    


    4.
      Election.
      

    


    (a)
      Each
      Non-Management Director who is entitled to receive a retainer or fee from the
      Company for serving on the Board or as member of a committee of the Board may
      elect, in respect of all or any portion of the payment of such retainer or
      fee,
      as specified by the Non-Management Director, to receive, in lieu of a payment
      in
      cash, Options for a number of whole shares of Common Stock determined as set
      forth in this Section 4(a) (an “Election”). Any retainer or fee subject to an
      Election shall not be paid to the Non-Management Director making the Election.
      The total amount of retainer or fee otherwise earned by the Non-Management
      Director during a calendar quarter but subject to an Election shall be
      multiplied by 1.5 (the “Deferral Amount”), and the Non-Management Director shall
      be issued on the day following the last day of the calendar quarter for which
      the retainer or fee otherwise would have been paid (the “Issue Date”) Options
      for a number of whole shares of Common Stock determined by dividing the Deferral
      Amount by the Value of an Option as of the Issue Date. Cash shall be paid to
      the
      Non-Management Director in lieu of an Option for a fraction of a share.


    


    (b)
      In
      order to be effective, an Election must be made prior to the year in which
      the
      services are performed in respect of which a retainer or fee is to be paid,
      and
      after the beginning of the year in which such services are to be performed
      such
      election shall be irrevocable, except that (i) in 2007, an Election must be
      made
      within 30 days from the effective date of this Program, which Election shall
      apply only to payments in respect of service performed after the date of the
      Election and for the remainder of 2007, and (ii) thereafter, if a individual
      first becomes a Non-Management Director during a year, then with respect to
      retainers or fees otherwise payable in such year, that individual’s Election
      must be made within 30 calendar days after the date the individual first becomes
      a Non-Employee Director, which election shall apply only to payments made after
      the Election is made. 

    


    (c)
      Options issued pursuant to the Program shall have the following terms: (i)
      the
      exercise price per share of Common Stock shall be the Closing Price of the
      Common Stock on the last trading day prior to the Payment Date, (ii) the term
      shall be ten years from the Payment Date, (iii) the Option shall not be
      transferable except upon death of the Non-Management Director, (iv) the Option
      shall become exercisable six months after the Payment Date, (v) the Option
      shall
      not be subject to vesting, (vi) the Option shall not be an “Incentive Option”
(as defined in the Plan) and (vii) the Option shall not be subject to early
      termination upon termination of service by death, disability or retirement
      or
      termination for “cause.”

     

    
      
         

      

      
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    (d)
      The
      Board shall cause Options to be granted under the Plan in accordance with this
      Program and effective Elections.

    


    5.
      No
      Registration.
      The
      Company shall have no obligation to register any of the shares of Common Stock
      issuable under the Options under the Securities Act of 1933, as amended, or
      under any state securities laws, but may in its discretion elect to do so if
      it
      determines that such registration is necessary or appropriate.

    


    6.
      Taxes.
      Each
      Non-Management Director shall be responsible for all applicable taxes on
      payments made to the Non-Management Director under the Program regardless of
      the
      form of such payments. The Company may make appropriate arrangements to collect
      from any Non-Management Director the taxes, if any, that the Company may be
      required to be withheld by any government or government agency prior to payment
      under the Program.

    


    7.
      No
      Right to Continued Service.
      Neither
      the eligibility to participate in the Program nor the receipt of any Option
      under the Program shall confer upon any Non-Management Director the right to
      continue to serve as a director of the Company if validly removed or the right
      to be nominated for reelection as director.

    


    8.
      Amendment
      and Termination.
      The
      Board may amend, suspend, or terminate the Program at any time; provided that
      no
      amendment shall be made without shareholder approval if stockholder approval
      is
      required by law, regulation, or securities exchange listing
      requirement.

    


    9.
      Governing
      Law.
      The
      Program shall be construed, administered, and regulated in accordance with
      the
      laws of the State of Delaware (excluding the choice of law provisions thereof)
      and any applicable requirements of federal law.

    


    10.
      Effectiveness
      and Expiration of the Program.
      The
      Program shall become effective upon stockholder approval of the Plan, and,
      unless terminated earlier by the Board, shall expire on December 31, 2016,
      after
      which no further Options may be issued under the Program.

     

    
      
         

      

      
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