“NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE
SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE
SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE
SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE
PLEDGED, IN ACCORDANCE
WITH APPLICABLE
SECURITIES LAWS, IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.”

    


    
      
        	 
      	
                Right
      to Purchase ________ shares of Common Stock of Intellect Neurosciences,
      Inc. (subject to adjustment as provided
herein)

              


      

    

    


    COMMON
STOCK PURCHASE WARRANT

    
      
        	 	 
	
                No.
      2010-A-001

              	
                Issue
      Date: April 23,
  2010      

              


      

    

    


    INTELLECT
NEUROSCIENCES, INC., a corporation organized under the laws of the State of
Delaware (the “Company”), hereby certifies that, for value received,
______________________, ________________________________ Fax: ____________, or
its assigns (the “Holder”), is entitled, subject to the terms set forth below,
to purchase from the Company at any time after the Issue Date until 5:00 p.m.,
E.S.T on the fifth anniversary of the Issue Date (the “Expiration Date”), up to
_____________ fully paid and nonassessable shares of Common Stock at a per share
exercise price of $0.03.  The aforedescribed exercise price per share,
as adjusted from time to time as herein provided, is referred to herein as the
“Exercise Price.”  The number and character of such shares of Common
Stock and the Exercise Price are subject to adjustment as provided
herein.  The Company may reduce the Exercise Price without the consent
of the Holder.  Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Subscription Agreement
(the “Subscription
Agreement”), dated as of April 23, 2010, entered into by the Company and
the initial Holder of this Warrant.

    


    As used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:

     

    (a)           The
term “Company” shall include Intellect Neurosciences, Inc. and any corporation
which shall succeed or assume the obligations of Intellect Neurosciences, Inc.
hereunder.

     

    (b)           The
term “Common Stock” includes (a) the Company's Common Stock, $0.001 par
value per share, as authorized on the date of the Subscription Agreement, and
(b) any other securities into which or for which any of the securities described
in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or
otherwise.

     

    (c)           The
term “Other Securities” refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which the
holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to
Section 4 or otherwise.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (d)           The
term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this
Warrant.

     

    1.    
       Exercise of
Warrant.

     

    1.1.         Number of Shares Issuable
upon Exercise.  From and after the Issue Date through and
including the Expiration Date, the Holder hereof shall be entitled to receive,
upon exercise of this Warrant in whole in accordance with the terms of
subsection 1.2 or upon exercise of this Warrant in part in accordance with
subsection 1.3, shares of Common Stock of the Company, subject to
adjustment pursuant to Section 4.

     

    1.2.         Full
Exercise.  This Warrant may be exercised in full by the Holder
hereof by delivery of this Warrant an original or facsimile copy of the form of
subscription attached as Exhibit A hereto (the “Subscription Form”) duly
executed by such Holder and delivery within two days thereafter of payment, in
cash, wire transfer or by certified or official bank check payable to the order
of the Company, in the amount obtained by multiplying the number of shares of
Common Stock for which this Warrant is then exercisable by the Exercise Price
then in effect.  The original Warrant is not required to be
surrendered to the Company until it has been fully exercised.

     

    1.3.         Partial
Exercise.  This Warrant may be exercised in part (but not for a
fractional share) by the Holder hereof by delivery, an original or facsimile
copy of the Subscription Form duly executed by such Holder and payment, in cash,
wire transfer or by certified or official bank check payable to the order of the
Company.  The amount payable by the Holder on such partial exercise
shall be the amount obtained by multiplying (a) the number of whole shares
of Common Stock designated by the Holder in the Subscription Form by
(b) the Exercise Price then in effect.  On any such partial
exercise provided the Holder has surrendered the original Warrant, the Company,
at its expense, will forthwith issue and deliver to or upon the order of the
Holder hereof a new Warrant of like tenor, in the name of the Holder hereof or
as such Holder (upon payment by such Holder of any applicable transfer taxes)
may request, the whole number of shares of Common Stock for which such Warrant
may still be exercised.

     

    1.4.         Fair Market
Value.  Fair Market Value of a share of Common Stock as of a
particular date (the “Determination Date”) shall mean:

     

    (a)           If
the Company's Common Stock is traded on an exchange or is quoted on the NASDAQ
Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the New
York Stock Exchange or the American Stock Exchange, LLC, then the closing or
last sale price, respectively, reported for the last business day immediately
preceding the Determination Date;

     

    (b)           If
the Company's Common Stock is not traded on an exchange or on the NASDAQ Global
Market, NASDAQ Global Select Market, the NASDAQ Capital Market or the American
Stock Exchange, Inc., but is traded in the over-the-counter market, then the
average of the closing bid and ask prices reported for the last business day
immediately preceding the Determination Date;

     

    (c)           Except
as provided in clause (d) below and Section 3.1, if the Company's Common
Stock is not publicly traded, then as the Holder and the Company agree, or in
the absence of such an agreement, by arbitration in accordance with the rules
then standing of the American Arbitration Association, before a single
arbitrator to be chosen from a panel of persons qualified by education and
training to pass on the matter to be decided; or

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d)           If
the Determination Date is the date of a liquidation, dissolution or winding up,
or any event deemed to be a liquidation, dissolution or winding up pursuant to
the Company's charter, then all amounts to be payable per share to holders of
the Common Stock pursuant to the charter in the event of such liquidation,
dissolution or winding up, plus all other amounts to be payable per share in
respect of the Common Stock in liquidation under the charter, assuming for the
purposes of this clause (d) that all of the shares of Common Stock then
issuable upon exercise of all of the Warrants are outstanding at the
Determination Date.

     

    1.5.         Company
Acknowledgment.  The Company will, at the time of the exercise
of the Warrant, upon the request of the Holder hereof acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holder
shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to such Holder any such rights.

     

    1.6.         Trustee for Warrant
Holders.  In the event that a bank or trust company shall have
been appointed as trustee for the Holder of the Warrants pursuant to
Subsection 3.2, such bank or trust company shall, to the extent permitted
by applicable law, have all the powers and duties of a warrant agent (as
hereinafter described) and shall accept, in its own name for the account of the
Company or such successor person as may be entitled thereto, all amounts
otherwise payable to the Company or such successor, as the case may be, on
exercise of this Warrant pursuant to this Section 1.

     

    1.7         Delivery of Stock
Certificates,
etc. on Exercise.  The Company agrees that the shares of Common
Stock purchased upon exercise of this Warrant shall be deemed to be issued to
the Holder hereof as the record owner of such shares as of the close of business
on the date on which payment made for such shares as aforesaid is made.  As
soon as practicable after the exercise of this Warrant in full or in part, and
in any event within three (3) business days thereafter (“Warrant Share Delivery
Date”), the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered to
the Holder hereof, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct in compliance with applicable securities
laws, a certificate or certificates for the number of duly and validly issued,
fully paid and nonassessable shares of Common Stock (or Other Securities) to
which such Holder shall be entitled on such exercise, plus, in lieu of any
fractional share to which such Holder would otherwise be entitled, cash equal to
such fraction multiplied by the then Fair Market Value of one full share of
Common Stock, together with any other stock or other securities and property
(including cash, where applicable) to which such Holder is entitled upon
such exercise pursuant to Section 1 or otherwise.  The Company
understands that a delay in the delivery of the Warrant Shares after the Warrant
Share Delivery Date could result in economic loss to the Holder.  As
compensation to the Holder for such loss, the Company agrees to pay (as
liquidated damages and not as a penalty) to the Holder for late issuance of
Warrant Shares upon exercise of this Warrant the amount of $100 per business day
after the Warrant Share Delivery Date for each $10,000 of Exercise Price of
Warrant Shares for which this Warrant is exercised which are not timely
delivered.  The Company shall pay any payments incurred under this
Section in immediately available funds upon demand.  Furthermore, in
addition to any other remedies which may be available to the Holder, in the
event that the Company fails for any reason to effect delivery of the Warrant
Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of
the relevant Warrant exercise by delivery of a notice to such effect to the
Company whereupon the Company and the Holder shall each be restored to their
respective positions immediately prior to the exercise of the relevant portion
of this Warrant, except that the liquidated damages described above shall be
payable through the date notice of revocation or rescission is given to the
Company.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    1.8           Buy-In.  In
addition to any other rights available to the Holder, if the Company fails to
deliver to a Holder the Warrant Shares as required pursuant to this Warrant,
within seven (7) business days after the Warrant Share Delivery Date and the
Holder or a broker on the Holder’s behalf, purchases (in an open market
transaction or otherwise) shares of common stock to deliver in satisfaction of a
sale by such Holder of the Warrant Shares which the Holder was entitled to
receive from the Company (a “Buy-In”), then the Company
shall pay in cash to the Holder (in addition to any remedies available to or
elected by the Holder) the amount by which (A) the Holder's total purchase price
(including brokerage commissions, if any) for the shares of common stock so
purchased exceeds (B) the aggregate Exercise Price of the Warrant Shares
required to have been delivered together with interest thereon at a rate of 15%
per annum, accruing until such amount and any accrued interest thereon is paid
in full (which amount shall be paid as liquidated damages and not as a
penalty).  For example, if a Holder purchases shares of Common Stock
having a total purchase price of $11,000 to cover a Buy-In with respect to
$10,000 of Exercise Price of Warrant Shares to have been received upon exercise
of this Warrant, the Company shall be required to pay the Holder $1,000, plus
interest.  The Holder shall provide the Company written notice and
reasonable substantiating documentation indicating the amounts payable to the
Holder in respect of the Buy-In.

     

    2.           Cashless
Exercise.

     

    (a)  
         Commencing on the Issue
Date, payment upon exercise may be made at the option of the Holder either in
(i) cash, wire transfer or by certified or official bank check payable to
the order of the Company equal to the applicable aggregate Exercise Price, (ii)
by delivery of Common Stock issuable upon exercise of the Warrants in accordance
with Section (b) below or (iii) by a combination of any of the
foregoing methods, for the number of shares of Common Stock specified in such
form (as such exercise number shall be adjusted to reflect any adjustment in the
total number of shares of Common Stock issuable to the holder per the terms of
this Warrant) and the holder shall thereupon be entitled to receive the number
of duly authorized, validly issued, fully-paid and non-assessable shares of
Common Stock (or Other Securities) determined as provided herein.

     

    (b) 
          Subject to the
provisions herein to the contrary, if the Fair Market Value of one share of
Common Stock is greater than the Exercise Price (at the date of calculation as
set forth below), in lieu of exercising this Warrant for cash, the holder may
elect to receive shares equal to the value (as determined below) of this Warrant
(or the portion thereof being cancelled) by surrender of this Warrant at the
principal office of the Company together with the properly endorsed Subscription
Form in which event the Company shall issue to the holder a number of shares of
Common Stock computed using the following formula:

     

    X=Y (A-B)

              A

    


    Where    X=          the
number of shares of Common Stock to be issued to the holder

    


    
      	
               
      

            	
              Y=

            	
              the
      number of shares of Common Stock purchasable under the Warrant or, if only
      a portion of the Warrant is being exercised, the portion of the Warrant
      being exercised (at the date of such
  calculation)

            


    

     

    
      	
               
      

            	
              A=

            	
              Fair
      Market Value

            


    

     

    
      	
               
      

            	
              B=

            	
              Exercise
      Price (as adjusted to the date of such
  calculation)

            


    

     

    For purposes of Rule 144 promulgated
under the 1933 Act, it is intended, understood and acknowledged that the Warrant
Shares issued in a cashless exercise transaction shall be deemed to have been
acquired by the Holder, and the holding period for the Warrant Shares shall be
deemed to have commenced, on the date this Warrant was originally issued
pursuant to the Subscription Agreement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    3.           Adjustment for
Reorganization, Consolidation, Merger, etc.

     

    3.1.           Fundamental Transaction. 
If, at any time while this Warrant is outstanding, (A) the
Company effects any merger or  consolidation  of the Company with
or into another entity, (B) the Company effects any sale of all or
substantially all of its assets in one or
a series of related transactions,  (C)
any tender offer or exchange offer (whether by the
Company or another entity) is completed pursuant to which holders of Common
Stock are permitted to tender or exchange their
shares for other securities, cash or property, (D) the Company
consummates a stock purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, or spin-off) with one or
more persons or entities whereby such other persons or entities acquire more
than the 50% of the outstanding shares of Common Stock (not including any shares
of Common Stock held by such other persons or entities making or party to, or
associated or affiliated with the other persons or entities making or party to,
such stock purchase agreement or other business combination), (E) any "person"
or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of
the 1934 Act) is or shall become the "beneficial owner" (as defined in Rule
13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate
Common Stock of the Company, or (F) the Company effects any
reclassification of the Common Stock or any compulsory share exchange
pursuant to which the Common Stock is effectively converted into or
exchanged for other securities, cash or property (in any such
case, a “Fundamental  Transaction”), then, upon
any subsequent exercise of this Warrant, the Holder shall have the
right to receive, for each Warrant Share that would have been issuable upon such
exercise immediately prior to the occurrence of such
Fundamental Transaction, at the option of the Holder, (a) upon
exercise of this Warrant, the number of shares of Common Stock of the
successor or acquiring corporation or of the Company, if it is the
surviving corporation, and any additional consideration (the
“Alternate Consideration”) receivable upon or as a result of
such reorganization, reclassification, merger,
consolidation or disposition of assets by a Holder of the
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event or (b) if the Company is
acquired in (1) a transaction where the consideration paid to the holders
of the Common Stock consists solely of cash, (2) a “Rule 13e-3 transaction” as
defined in Rule 13e-3 under the 1934 Act, or (3) a transaction involving a
person or entity not traded on a national securities exchange, the Nasdaq Global
Select Market, the Nasdaq Global Market or the Nasdaq Capital
Market, cash equal to the Black-Scholes Value. 
For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of
Alternate Consideration issuable in respect of one share of Common
Stock in such fundamental Transaction, and the Company shall
apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of
the Alternate Consideration.  If holders of Common Stock are given any
choice as to the securities, cash or property to be received in a
Fundamental Transaction, then the Holder shall be given the same choice as to
the Alternate Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction.  To the extent necessary to
effectuate the foregoing provisions, any successor to the Company or
surviving entity in such Fundamental Transaction shall issue to the Holder a
new warrant consistent with
the foregoing provisions and evidencing the
Holder's right to exercise such warrant into Alternate
Consideration.  The terms of any agreement pursuant to which a
Fundamental Transaction is effected shall include terms requiring any such
successor or surviving entity to comply with the provisions of
this Section 3.1 and insuring that this Warrant (or any such
replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.  “Black-Scholes
Value” shall be determined in accordance with the Black-Scholes Option Pricing
Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per
share of Common Stock equal to the VWAP of the Common Stock for the Trading Day
immediately preceding the date of consummation of the applicable Fundamental
Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury
rate for a period equal to the remaining term of this Warrant as of the date of
such request and (iii) an expected volatility equal to the 100 day volatility
obtained from the HVT function on Bloomberg L.P. determined as of the Trading
Day immediately following the public announcement of the applicable Fundamental
Transaction.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    3.2.           Continuation of
Terms.  Upon any reorganization, consolidation, merger or
transfer (and any dissolution following any transfer) referred to in this
Section 3, this Warrant shall continue in full force and effect and the
terms hereof shall be applicable to the Other Securities and property receivable
on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any Other
Securities, including, in the case of any such transfer, the person acquiring
all or substantially all of the properties or assets of the Company, whether or
not such person shall have expressly assumed the terms of this Warrant as
provided in Section 4.  In the event this Warrant does not
continue in full force and effect after the consummation of the transaction
described in this Section 3, then only in such event will the Company's
securities and property (including cash, where applicable) receivable by the
Holder of the Warrants be delivered to the Trustee as contemplated by
Section 3.2.

     

    3.3           Share
Issuance.  Until the Expiration Date, if the Company shall
issue any Common Stock except for the Excepted Issuances (as defined in the
Subscription Agreement), prior to the complete exercise of this Warrant for a
consideration less than the Exercise Price that would be in effect at the time
of such issuance, then, and thereafter successively upon each such issuance, the
Exercise Price shall be reduced to such other lower price for then outstanding
Warrants.  For purposes of this adjustment, the issuance of any
security or debt instrument of the Company carrying the right to convert such
security or debt instrument into Common Stock or of any warrant, right or option
to purchase Common Stock shall result in an adjustment to the Exercise Price
upon the issuance of the above-described security, debt instrument, warrant,
right, or option if such issuance is at a price lower than the Exercise Price in
effect upon such issuance and again at any time upon any subsequent issuances of
shares of Common Stock upon exercise of such conversion or purchase rights if
such issuance is at a price lower than the Exercise Price in effect upon
such issuance.  Common Stock issued or issuable by the Company for no
consideration will be deemed issuable or to have been issued for $0.001 per
share of Common Stock.  Upon any reduction of the Exercise Price, the
number of shares of Common Stock that the Holder of this Warrant shall
thereafter, on the exercise hereof, be entitled to receive shall be adjusted to
a number determined by multiplying the number of shares of Common Stock that
would otherwise (but for the provisions of this Section 3.3) be issuable on such
exercise by a fraction of which (a) the numerator is the Exercise Price that
would otherwise (but for the provisions of this Section 3.3) be in effect, and
(b) the denominator is the Exercise Price in effect on the date of such
exercise.

     

    4.           Extraordinary Events
Regarding Common Stock.  In the event that the Company shall
(a) issue additional shares of the Common Stock as a dividend or other
distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Exercise Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Exercise Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Exercise Price then in effect. The
Exercise Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this
Section 4.  The number of shares of Common Stock that the Holder
of this Warrant shall thereafter, on the exercise hereof, be entitled to receive
shall be adjusted to a number determined by multiplying the number of shares of
Common Stock that would otherwise (but for the provisions of this Section 4 be
issuable on such exercise by a fraction of which (a) the numerator is the
Exercise Price that would otherwise (but for the provisions of this Section 4 be
in effect, and (b) the denominator is the Exercise Price in effect on the date
of such exercise.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    5.           Certificate as to
Adjustments.  In each case of any adjustment or readjustment in
the shares of Common Stock (or Other Securities) issuable on the exercise of
this Warrant, the Company at its expense will promptly cause its Chief Financial
Officer or other appropriate designee to compute such adjustment or readjustment
in accordance with the terms of this Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional shares of
Common Stock (or Other Securities) issued or sold or deemed to have been issued
or sold, (b) the number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the Exercise Price and the
number of shares of Common Stock to be received upon exercise of this Warrant,
in effect immediately prior to such adjustment or readjustment and as adjusted
or readjusted as provided in this Warrant. The Company will forthwith mail a
copy of each such certificate to the Holder of this Warrant and any Warrant
Agent of the Company (appointed pursuant to Section 11
hereof).

     

    6.           Reservation of Stock, etc.
Issuable on Exercise of Warrant; Financial Statements.  The
Company will at all times reserve and keep available, solely for issuance and
delivery on the exercise of the Warrants, all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of the
Warrant.  This Warrant entitles the Holder hereof to receive copies of
all financial and other information distributed or required to be distributed to
the holders of the Company's Common Stock.

     

    7.           Assignment; Exchange of
Warrant.  Subject to compliance with applicable securities
laws, this Warrant, and the rights evidenced hereby, may be transferred by any
registered holder hereof (a "Transferor"). On the surrender for exchange of this
Warrant, with the Transferor's endorsement in the form of Exhibit B
attached hereto (the “Transferor Endorsement Form") and together with an opinion
of counsel reasonably satisfactory to the Company that the transfer of this
Warrant will be in compliance with applicable securities laws, the Company will
issue and deliver to or on the order of the Transferor thereof a new Warrant or
Warrants of like tenor, in the name of the Transferor and/or the transferee(s)
specified in such Transferor Endorsement Form (each a "Transferee"), calling in
the aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face of the Warrant so surrendered by the
Transferor.

     

    8.           Replacement of
Warrant.  On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction of this Warrant, on delivery of
an indemnity agreement or security reasonably satisfactory in form and amount to
the Company or, in the case of any such mutilation, on surrender and
cancellation of this Warrant, the Company at its expense, twice only, will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

     

    9.           Registration
Rights.  The Holder of this Warrant has been granted certain
registration rights by the Company.  These registration rights are set
forth in the Subscription Agreement.  The terms of the Subscription
Agreement are incorporated herein by this reference.

     

    10.         Maximum
Exercise.  The Holder shall not be entitled to exercise this
Warrant on an exercise date, in connection with that number of shares of Common
Stock which would be in excess of the sum of (a) the number of shares of
Common Stock beneficially owned by the Holder and its affiliates on an exercise
date, and (b) the number of shares of Common Stock issuable upon the
exercise of this Warrant with respect to which the determination of this
limitation is being made on an exercise date, which would result in beneficial
ownership by the Holder and its affiliates of more than 4.99% of the
outstanding shares of Common Stock on such date.  For the purposes of
the immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934,
as amended, and Regulation 13d-3 thereunder.  Subject to the
foregoing, the Holder shall not be limited to aggregate exercises which would
result in the issuance of more than 4.99%.  The restriction described
in this paragraph may be waived, in whole or in part, upon sixty-one (61)
days prior notice from the Holder to the Company to increase such percentage to
up to 9.99%, but not in excess of 9.99%.  The Holder may decide
whether to convert a Note or exercise this Warrant to achieve an actual 4.99% or
up to 9.99% ownership position as described above, but not in excess of
9.99%.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    11.         Warrant
Agent.  The Company may, by written notice to the Holder of the
Warrant, appoint an agent (a “Warrant Agent”) for the purpose of issuing Common
Stock (or Other Securities) on the exercise of this Warrant pursuant to
Section 1, exchanging this Warrant pursuant to Section 7, and
replacing this Warrant pursuant to Section 8, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such Warrant Agent.

     

    12.         Transfer on the Company's
Books.  Until this Warrant is transferred on the books of the
Company, the Company may treat the registered Holder hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to the
contrary.

     

    13.         Notices.  All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (a) personally served, (b) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (c)
delivered by reputable overnight courier service with charges prepaid, or (d)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (i) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received), (ii) on the first business day following the date deposited
with an overnight courier service with charges prepaid, or (iii) on the third
business day following the date of mailing pursuant to subpart (b) above, or
upon actual receipt of such mailing, whichever shall first occur.  The
addresses for such communications shall be:  if to the Company, to:
Intellect Neurosciences, Inc., 7 West 18th
Street New York, NY 10011, Attn: Elliot Maza, CFO, facsimile: (212)
448-9600, with a copy to: Sichenzia Ross Friedman
Ference LLP, 61 Broadway, New York, NY 10006, Attn: Harvey Kersner, Esq.,
facsimile: (212) 930-9725, and (ii) if to the Holder, to the address and
facsimile number listed on the first paragraph of this Warrant, with a copy by
facsimile only to: Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601,
New York, New York 10176, facsimile: (212) 697-3575.

     

    14.         Miscellaneous.  This
Warrant shall be governed by and construed in accordance with the laws of the
State of New York without regard to principles of conflicts of
laws.  Any action brought by either party against the other concerning
the transactions contemplated by this Warrant shall be brought only in the state
courts of New York or in the federal courts located in the State and County of
New York.  The parties to this Warrant hereby irrevocably waive any
objection to jurisdiction and venue of any action instituted hereunder and shall
not assert any defense based on lack of jurisdiction or venue or based upon
forum non
conveniens.  The Company and Holder waive trial by
jury.  The prevailing party shall be entitled to recover from the
other party its reasonable attorney's fees and costs.  In the event
that any provision of this Warrant or any other agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law.  Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision of any agreement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.

     

    
      
        
          	
                  INTELLECT
      NEUROSCIENCES, INC.

                
	 
      
	
                  By:

                	 
      
	 
      	
                  Name:
      Elliot Maza

                
	 
      	
                  Title:
      CFO

                


        

      

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Exhibit A

    


    FORM OF
SUBSCRIPTION

    (to be
signed only on exercise of Warrant)

     

    TO:  INTELLECT
NEUROSCIENCES, INC.

     

    The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.2010-A-00_) (the “Warrant”), hereby irrevocably elects to purchase (check
applicable box):

    


    o           ________
shares of the Common Stock covered by the Warrant; or

     

    o           the
maximum number of shares of Common Stock covered by the Warrant pursuant to the
cashless exercise procedure set forth in Section 2 of the
Warrant.

    


    The
undersigned herewith makes payment of the full Exercise Price for such shares at
the price per share provided for in the Warrant, which is
$___________.  Such payment takes the form of (check applicable box or
boxes):

    


    o           $__________
in lawful money of the United States; and/or

    


    o           the
cancellation of such number of shares of Common Stock as is necessary, in
accordance with the formula set forth in Section 2 of the Warrant, to
exercise the Warrant with respect to the maximum number of shares of Common
Stock purchasable pursuant to the cashless exercise procedure set forth in
Section 2 of the Warrant.

    


    The
undersigned requests that the certificates for such shares be issued in the name
of, and delivered to _____________________________________________________ whose
address is
_____________________________________________________________________________.

    


    The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the  Warrant shall be made
pursuant to registration of the Common Stock covered by the Warrant under the
Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an
exemption from registration under the Securities Act.

    


    
      
        
          
            
              
                	
                        Dated:___________________

                      	 
      	 
      
	 
      	
                        (Signature
      must conform to name of holder as

                        specified
      on the face of the Warrant)

                      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        (Address)

                      	 
      


              

            

          

        

      

    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Exhibit B

    


    FORM OF
TRANSFEROR ENDORSEMENT

    (To be
signed only on transfer of Warrant)

     

    For value
received, the undersigned transferor (the “Transferor”) hereby sells, assigns,
and transfers unto the person(s) named below under the heading “Transferees” the
right represented by the attached Warrant (No. 2010-A-00_) (the “Warrant”) to
purchase the percentage and number of shares of Common Stock of INTELLECT
NEUROSCIENCES, INC. to which the Warrant relates specified under the headings
“Percentage Transferred” and “Number Transferred,” respectively, opposite the
name(s) of such person(s) and appoints each such person attorney to transfer its
respective right on the books of INTELLECT NEUROSCIENCES, INC. with full power
of substitution in the premises.

     

    
      
        
          
            	
                    Transferees

                  	 
      	
                    Percentage Transferred

                  	 
      	
                    Number Transferred

                  	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                      

                  	 
      	
                      

                  	 
      	 
      


          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	 	[TRANSFEROR]
	 	 	 
	
                                                Dated:  __________________,
      ______________

                                              	 
      	 
      
	 
      	 
      	
                                                (Signature
      must conform to name of Holder as specified

                                                on
      the face of the Warrant)

                                              
	 
      	 
      	 
      
	
                                                Signed
      in the presence of:

                                              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                (Signature)

                                              	 
      	 
      
	 
      	 
      	
                                                (address)

                                              
	 
      	 
      	 
      
	
                                                (Print
      Name)

                                              	 
      	 
      
	 
      	 
      	
                                                ACCEPTED
      AND AGREED:

                                              
	 
      	 
      	
                                                [TRANSFEREE]

                                              
	 
      	 
      	 
      
	
                                                Dated:  __________________,
      ______________

                                              	 
      	
                                                 
      

                                              
	 
      	 
      	

                                                (Signature)

                                              
	
                                                Signed
      in the presence of:

                                              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                                (Print
      Name)

                                              
	
                                                (Signature)

                                              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                (Print
      Name)

                                              	 
      	
                                                (address)

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        11