NEURO-HITECH,
      INC.

    OFFICERS
      DEFERRAL PROGRAM

    


    1.
      Purpose
      of the Program.
      The
      Neuro-Hitech, Inc. Officers Deferral Program (the “Program”) has been
      established by Neuro-Hitech, Inc. (the “Company”) to enable officers who are
      employees of the Company to elect to receive the compensation for their service
      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)
      “Deferral Amount” has the meaning set forth in Section 4(a) of this
      Program.

    


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

    


    (g)
      “Issue Date” means the date specified in Section 4(a) of this
      Program.

    


    (h)
      “Officer” means an officer of the Company or any of its
      subsidiaries.

    


    (i)
      “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.

    


    (j)
      “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 Issue 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
      Officer who is entitled to receive a salary from the Company may elect, in
      respect of up to 50 percent of such salary, as specified by the Officer, 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
      salary subject to an Election shall not be paid to the Officer making the
      Election. The total amount of salary otherwise earned by the Officer during
      a
      calendar quarter but subject to an Election shall be multiplied by 1.5 (the
      “Deferral Amount”), and the Officer shall be issued on the day following the
      last day of the calendar quarter in which the salary 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 Officer 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 salary 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
      an
      Officer during a year, then with respect to salary otherwise payable in such
      year, that individual’s Election must be made within 30 calendar days after the
      date the individual first becomes an Officer, which election shall apply only
      to
      payments in respect of service performed after the date of the Election.


    


    (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 Issue Date, (ii) the term
      shall be ten years from the Issue Date, (iii) the Option shall not be
      transferable except upon death of the Officer, (iv) the Option shall become
      exercisable six months after the Issue 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 employment by death, disability or retirement or termination
      for
“cause.”

    


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

     

    
      
         

      

      
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    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
      Officer shall be responsible for all applicable taxes on payments made to the
      Officer under the Program regardless of the form of such payments. The Company
      may make appropriate arrangements to collect from any Officer 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 Officer the right to continue to serve
      as an employee of the Company if validly removed.

    


    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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