“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 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-C-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 sixty ninth monthly 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.  THIS
WARRANT IS ONLY EXERCISIBLE UPON THE PRIOR OR SIMULTANEOUS EXERCISE OF THE CLASS
B WARRANT ISSUED BY THE COMPANY TO THE ORIGINAL HOLDER ON THE ISSUE
DATE.

    


    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.

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    (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.

     

    (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;

     

    
      
        (Warrant)

         


      

      
        2

        
          

        

      

      
         


      

    


    (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

     

    (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.

     

    
      
        (Warrant)

         


      

      
        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 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 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=

            	
              Purchase
      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.

     

    
      
        (Warrant)

         


      

      
        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.

     

    
      
        (Warrant)

         


      

      
        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.

     

    
      
        (Warrant)

         


      

      
        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.

     

    
      
        (Warrant)

         


      

      
        7

        
          

        

      

      
         


      

    


    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%.

     

    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, CEO, 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.

     

    
      
        (Warrant)

         


      

      
        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

              


      

    

     

    
      
        (Warrant)

         


      

      
        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-C-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)

                  


          

        

      

    

     

    
      
        (Warrant)

         


      

      
        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-C-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)

            


    

     

    
      
        (Warrant)

         


      

      
        11