**NEURO-HITECH,
        INC.**
 
 **SERIES
        A CONVERTIBLE PREFERRED STOCK**
 **CERTIFICATE
        OF DESIGNATION**
 **_________________________**
 
 Pursuant
        to Section 151 of the
 General
        Corporation Law of the State of Delaware
 **_________________________**
 
 
 Neuro-Hitech,
        Inc. (the **“** **Corporation** **”** ),
        a
        corporation organized and existing under the General Corporation Law of the
        State of Delaware, does hereby certify that pursuant to the authority vested
        in
        the Board of Directors of the Corporation by its Certificate of Incorporation
        and pursuant to the provisions of Section 151 of the General Corporation
        Law of
        the State of Delaware, said Board of Directors, by unanimous written consent,
        adopted the following resolution, which resolution remains in full force
        and
        effect as of the date hereof:
  **RESOLVED** ,
        that
        pursuant to the authority vested in the Board of Directors of the Corporation
        (the **“** **Board
        of Directors** **”** )
        by its
        certificate of incorporation hereinafter referred to as the **“** **Certificate
        of Incorporation** **”** ),
        the
        Board of Directors does hereby create, authorize and provide for the issuance
        of
        Series A Convertible Preferred Stock, par value $0.001 per share, consisting
        of
        1,500,000 shares, having the following designations, preferences and relative
        and other special rights, qualifications, limitations and
        restrictions:
  **1.**  **Designation** **.** The
        designation of such series is “Series A Convertible Preferred Stock”
(hereinafter in this Certificate of Designation called the **“** **Series
        A Preferred** **”** )
        and the
        number of shares constituting such series shall be 1,500,000.
  The
        Series A Preferred Stock shall have the following rights, preferences, powers,
        privileges and restrictions, qualifications and limitations.
  **2.**  **Dividend
        Rights of Series A Preferred.** The
        Corporation shall not declare, pay or set aside any dividends on shares of
        any
        other class or series of capital stock of the Corporation (other than dividends
        on shares of Common Stock payable in shares of Common Stock )
        unless
        (in addition to the obtaining of any consents required elsewhere in the
        Certificate of Incorporation) the holders of the Series A Preferred Stock
        then
        outstanding shall first receive, or simultaneously receive, a dividend on
        each
        outstanding share of Series A Preferred Stock in an amount at least equal
        to (i)
        in the case of a dividend on Common Stock or any class or series that is
        convertible into Common Stock, that dividend per share of Series A Preferred
        Stock as would equal the product of (A) the dividend payable on each share
        of
        such class or series determined, if applicable, as if all shares of such
        class
        or series had been converted into Common Stock and (B) the number of shares
        of
        Common Stock issuable upon conversion of a share of Series A Preferred Stock,
        in
        each case calculated on the record date for determination of holders entitled
        to
        receive such dividend or (ii) in the case of a dividend on any class or series
        that is not convertible into Common Stock, at a rate per share of Series
        A
        Preferred Stock determined by (A) dividing the amount of the dividend payable
        on
        each share of such class or series of capital stock by the original issuance
        price of such class or series of capital stock (subject to appropriate
        adjustment in the event of any stock dividend, stock split, combination or
        other
        similar recapitalization with
        respect to **** such class
        or
        series )
        and (B)
        multiplying such fraction by an amount equal to the Series A Original Issue
        Price (as defined below); provided that, if the Corporation declares, pays
        or
        sets aside, on the same date, a dividend on shares of more than one class
        or
        series of capital stock of the Corporation, the dividend payable to the holders
        of Series A Preferred Stock pursuant to this Section 2 shall be calculated
        based
        upon the dividend on the class or series of capital stock that would result
        in
        the highest Series A Preferred Stock dividend. The “Series A Original Issue
        Price” shall mean $ 0.90
        per
        share, subject to appropriate adjustment in the event of any stock dividend,
        stock split, combination or other similar recapitalization with respect to
        the
        Series A Preferred Stock.
  
  **3.**  **Liquidation
        Preference** .
  3.1  Payments
        to Holders of Series A Preferred Stock .
        In the
        event of any voluntary or involuntary liquidation, dissolution or winding
        up of
        the Corporation, the holders of shares of Series A Preferred Stock then
        outstanding shall be entitled to be paid out of the assets of the Corporation
        available for distribution to its stockholders before any payment shall be
        made
        to the holders of Common Stock by reason of their ownership thereof, an amount
        per share equal to the greater of (i) 3.33333 times the Series A Original
        Issue
        Price, plus any dividends declared but unpaid thereon, or
        (ii) such
        amount per share as would have been payable had all shares of Series A Preferred
        Stock been converted into Common Stock pursuant to Section
        5 immediately prior to such liquidation, dissolution or winding up (the amount
        payable pursuant to this sentence is hereinafter referred to as the
“ **Series
        A Liquidation Amount** ”). If upon
        any such liquidation, dissolution or winding up of the Corporation, the assets
        of the Corporation available for distribution to its stockholders shall be
        insufficient to pay the holders of shares of Series A Preferred
        Stock the full
        amount to which they shall be entitled under this Subsection
        3.1 ,
        the
        holders of shares of Series A Preferred Stock shall
        share ratably in any distribution of the assets available for distribution
        in
        proportion to the respective amounts which would otherwise be payable in
        respect
        of the shares held by them upon such distribution if all amounts payable
        on or
        with respect to such shares were paid in full.
  3.2  Payments
        to Holders of Common Stock .
        In the
        event of any voluntary or involuntary liquidation, dissolution or winding
        up of
        the Corporation, after the payment of all preferential amounts required to
        be
        paid to the holders of shares of Series A Preferred Stock and any
        other outstanding class or series of preferred stock, the remaining assets
        of
        the Corporation available for distribution to its stockholders shall be
        distributed among the holders of shares of Common Stock, pro rata based on
        the
        number of shares held by each such holder.
  3.3  Deemed
        Liquidation Events .
  3.3.1  Definition .
        Each of
        the following events shall be considered a “ **Deemed
        Liquidation Event** ”
unless
        the holders of at least a majority of the outstanding shares of Series A
        Preferred Stock elect otherwise by written notice sent to the Corporation
        at
        least 10 days prior to the effective date of any such event:
  (a)  a
        merger
        or consolidation in which
  (i)
              the
                  Corporation is a constituent party;
                  or
  (ii)
              a
                  subsidiary of the Corporation is a constituent party and the Corporation
                  issues shares of its capital stock pursuant to such merger or
                  consolidation,
  2
  except
        any such merger or consolidation involving the Corporation or a subsidiary
        in
        which the shares of capital stock of the Corporation outstanding immediately
        prior to such merger or consolidation continue to represent, or are converted
        into or exchanged for shares of capital stock that represent, immediately
        following such merger or consolidation, at least a majority, by voting power,
        of
        the capital stock of (1) the surviving or resulting corporation or (2) if
        the surviving or resulting corporation is a wholly owned subsidiary of another
        corporation immediately following such merger or consolidation, the parent
        corporation of such surviving or resulting corporation ( provided  that ,
        for the
        purpose of this Subsection
        3.3.1 ,
        all
        shares of Common Stock issuable upon exercise of Options (as defined below)
        outstanding immediately prior to such merger or consolidation or upon conversion
        of Convertible Securities (as defined below) outstanding immediately prior
        to
        such merger or consolidation shall be deemed to be outstanding immediately
        prior
        to such merger or consolidation and, if applicable, converted or exchanged
        in
        such merger or consolidation on the same terms as the actual outstanding
        shares
        of Common Stock are converted or exchanged); or
  (b)  the
        sale,
        lease, transfer, exclusive license or other disposition, in a single transaction
        or series of related transactions, by the Corporation or any subsidiary of
        the
        Corporation of all or substantially all the assets of the Corporation and
        its
        subsidiaries taken as a whole, or the sale or disposition (whether by merger
        or
        otherwise) of one or more subsidiaries of the Corporation if substantially
        all
        of the assets of the Corporation and its subsidiaries taken as a whole are
        held
        by such subsidiary or subsidiaries, except where such sale, lease, transfer,
        exclusive license or other disposition is to a wholly owned subsidiary of
        the
        Corporation.
  3.3.2  Effecting
        a Deemed Liquidation Event .
  (a)  The
        Corporation shall not have the power to effect a Deemed Liquidation Event
        referred to in Subsection
        3.3.1(a)(i)  unless
        the agreement or plan of merger or consolidation for such transaction (the
        “ **Merger
        Agreement** ”)
        provides that the consideration payable to the stockholders of the Corporation
        shall be allocated among the holders of capital stock of the Corporation
        in
        accordance with Subsections
        3.1 and 3.2 .
  (b)  In
        the
        event of a Deemed Liquidation Event referred to in Subsection
        3.3.1(a)(ii) or 3.3.1(b) ,
        if the
        Corporation does not effect a dissolution of the Corporation under the General
        Corporation Law within 90 days after such Deemed Liquidation Event, then
        (i) the
        Corporation shall send a written notice to each holder of Series A Preferred
        Stock no later than the 90th day after the Deemed Liquidation Event advising
        such holders of their right (and the requirements to be met to secure such
        right) pursuant to the terms of the following clause
        (ii) to
        require the redemption of such shares of Series A Preferred Stock, and (ii)
        if
        the holders of at least a majority of the then outstanding shares of Series
        A
        Preferred Stock so request in a written instrument delivered to the Corporation
        not later than 120 days after such Deemed Liquidation Event, the Corporation
        shall use the consideration received by the Corporation for such Deemed
        Liquidation Event (net of any retained liabilities associated with the assets
        sold, as determined in good faith by the Board of Directors of the
        Corporation) ,
        together with any other assets of the Corporation available for distribution
        to
        its stockholders (the **“** **Available** **Proceeds** ”),
        to
        the extent legally available therefor, on the 150th day after such Deemed
        Liquidation Event, to redeem all outstanding shares of Series A Preferred
        Stock
        at a price per share equal to the Series A Liquidation Amount. Notwithstanding
        the foregoing, in the event of a redemption pursuant to the preceding sentence,
        if the Available Proceeds
        are not sufficient to redeem all outstanding shares of Series A Preferred
        Stock,  the
        Corporation shall redeem a pro rata portion of each holder’s shares of Series A
        Preferred Stock to
        the
        fullest extent of such Available Proceeds ,
        based
        on the respective amounts which would otherwise be payable in respect of
        the
        shares to be redeemed if the Available
        Proceeds were
        sufficient to redeem all such shares, and shall redeem the remaining shares
        to
        have been redeemed as soon as practicable after the Corporation has funds
        legally available therefor. Prior
        to
        the distribution or redemption provided for in this Subsection
        3.3.2(b) ,
        the
        Corporation shall not expend or dissipate the consideration received for
        such
        Deemed Liquidation Event, except to discharge expenses incurred in connection
        with such Deemed Liquidation Event or in the ordinary course of
        business.
  3
  3.3.3  Amount
        Deemed Paid or Distributed . If
        the
        amount deemed paid or distributed under this Subsection
        3.3.3 is made
        in property other than in cash, the value of such distribution shall be the
        fair
        market value of such property, determined as follows:
  (a)  For
        securities not subject to investment letters or other similar restrictions
        on
        free marketability,
  (i)  if
        traded
        on a securities exchange or the NASDAQ Global Market, NASDAQ Global Select
        Market or NASDAQ Capital Market, the value shall be deemed to be the average
        of
        the closing prices of the securities on such exchange or market over the
        30-period ending three days prior to the closing of such
        transaction;
  (ii)  if
        actively traded over-the-counter, the value shall be deemed to be the average
        of
        the closing bid prices over the 30-day period ending three days prior to
        the
        closing of such transaction; or
  (iii)  if
        there
        is no active public market, the value shall be the fair market value thereof,
        as
        determined in good faith by the Board of Directors of the
        Corporation.
  (b)  The
        method of valuation of securities subject to investment letters or other
        similar
        restrictions on free marketability (other than restrictions arising solely
        by
        virtue of a stockholder’s status as an affiliate or former affiliate) shall take
        into account an appropriate discount (as determined in good faith by the
        Board
        of Directors of the Corporation) from the market value as determined pursuant
        to
        clause (a) above so as to reflect the approximate fair market value
        thereof.
  3.3.4  Allocation
        of Escrow . In
        the event of a
        Deemed Liquidation Event pursuant to Subsection
        3.3.1(a)(i) ,
        if any
        portion of the consideration payable to the stockholders of the Corporation
        is
        placed into escrow and/or is payable to the stockholders of the Corporation
        subject to contingencies, the Merger Agreement shall provide that (a) the
        portion of such consideration that is not placed in escrow and not subject
        to
        any contingencies (the “ **Initial
        Consideration** ”)
        shall
        be allocated among the holders of capital stock of the Corporation in accordance
        with Subsections
        3.1 and 3.2 as if
        the Initial Consideration were the only consideration payable in connection
        with
        such Deemed Liquidation Event and (b) any additional consideration which
        becomes
        payable to the stockholders of the Corporation upon release from escrow or
        satisfaction of contingencies shall be allocated among the holders of capital
        stock of the Corporation in accordance with Subsections
        3.1 and 3.2  after
        taking into account the previous payment of the Initial Consideration as
        part of
        the same transaction .
  **4.** **Voting
        Rights.**
  4.1  General.
        On any matter presented to the stockholders of the Corporation for their
        action
        or consideration at any meeting of stockholders of the Corporation (or by
        written consent of stockholders in lieu of meeting), each holder of outstanding
        shares of Series A Preferred Stock shall be entitled to cast the number of
        votes
        equal to the number of whole shares of Common Stock into which the shares
        of
        Series A Preferred Stock held by such holder are convertible as of the record
        date for determining stockholders entitled to vote on such matter. Except
        as
        provided by law or by the other provisions of the Certificate of Incorporation,
        holders of Series A Preferred Stock shall vote together with the holders
        of
        Common Stock as a
        single class.
  4
  4.2  Election
        of Directors. The holders of record of the shares of Series A Preferred
        Stock, exclusively and as a separate class, shall be entitled to elect three
        directors of the Corporation (the “ **Series
        A Directors** ”). Any
        director elected as provided in the preceding sentence may be removed without
        cause by, and only by, the affirmative vote of the holders of the shares
        of the
        class or series of capital stock entitled to elect such director or directors,
        given either at a special meeting of such stockholders duly called for that
        purpose or pursuant to a written consent of stockholders. If
        the
        holders of shares of Series A Preferred Stock fail to elect a sufficient
        number
        of directors to fill all directorships for which they are entitled to elect
        directors, voting exclusively and as a separate class, pursuant to the first
        sentence of this Subsection 4.2 ,
        then
        any directorship not so filled shall remain vacant until such time as the
        holders of the Series A Preferred Stock elect a person to fill such directorship
        by vote or written consent in lieu of a meeting; and no such directorship
        may be
        filled by stockholders of the Corporation other than by the stockholders
        of the
        Corporation that are entitled to elect a person to fill such directorship,
        voting exclusively and as a separate class.  The
        holders of record of the shares of Common Stock voting together as a single
        class, shall be
        entitled to elect the balance of the total number of directors of the
        Corporation. At any meeting held for the purpose of electing a Series A
        Director, the presence in person or by proxy of the holders of a majority
        of the
        outstanding shares of Series A Preferred Stock shall constitute a quorum
        for the
        purpose of electing such director. Except
        as
        otherwise provided in this Subsection
        4.2 ,
        a vacancy
        in any directorship filled by the holders of any class or series shall be
        filled
        only by vote or written consent in lieu of a meeting of the holders of such
        class or series or by any remaining director or directors elected by the
        holders
        of such class or series pursuant to this Subsection
        4.2.
  4.3  Series
        A Preferred Stock Protective Provisions. At any time when at least 750,000
        shares of Series A Preferred Stock (subject to appropriate adjustment in
        the
        event of any stock dividend, stock split, combination or other similar
        recapitalization with
        respect to the Series A Preferred Stock )
        are
        outstanding, the Corporation shall not, either directly or indirectly by
        amendment, merger, consolidation or otherwise, do any of the following without
        (in addition to any other vote required by law or the Certificate of
        Incorporation) the written consent or affirmative vote of the holders of
        at
        least a majority of the then outstanding shares of Series A Preferred Stock,
        given in writing or by vote at a meeting, consenting or voting (as the case
        may
        be) separately as a class:
  (a)  liquidate,
        dissolve or wind-up the business and affairs of the Corporation, effect any
        Deemed Liquidation Event ,
        or
        consent to any of the foregoing;
  (b)  amend,
        alter or repeal any provision of the Certificate of Incorporation or Bylaws
        of
        the Corporation in a manner that adversely affects the powers, preferences
        or
        rights of the Series A Preferred Stock;
  (c)  create,
        or authorize the creation of, or issue or obligate itself to issue shares
        of,
        any additional class or series of capital stock, or increase the authorized
        number of shares of any additional class or series of capital
        stock;
  (d)  (i)
        reclassify, alter or amend any existing security of the Corporation that
        is pari
        passu with the Series A Preferred Stock in respect of the distribution of
        assets
        on the liquidation, dissolution or winding up of the Corporation, the payment
        of
        dividends or rights of redemption, if such reclassification, alteration or
        amendment would render such other security senior to the Series A Preferred
        Stock in respect of any such right, preference or privilege, or (ii) reclassify,
        alter or amend any existing security of the Corporation that is junior to
        the
        Series A Preferred Stock in respect of the distribution of assets on the
        liquidation, dissolution or winding up of the Corporation, the payment of
        dividends or rights of redemption, if such reclassification, alteration or
        amendment would render such other security senior to or pari passu with the
        Series A Preferred Stock in respect of any such right, preference or
        privilege;
  5
  (e)  purchase
        or redeem (or permit any subsidiary to purchase or redeem) or pay or declare
        any
        dividend or make any distribution on, any shares of capital stock of the
        Corporation other than (i) redemptions of or dividends or distributions on
        the
        Series A Preferred Stock as expressly authorized herein, (ii) dividends or
        other distributions payable on the Common Stock solely in the form of additional
        shares of Common Stock and (iii) repurchases of stock from former
        employees, officers, directors, consultants or other persons who performed
        services for the Corporation or any subsidiary in connection with the cessation
        of such employment or service at the lower of the original purchase price
        or the
        then-current fair market value thereof;
  (f)  create,
        or authorize the creation of, or issue, or authorize the issuance of any
        debt
        security that is convertible into capital stock of the Corporation;
  (g)  sell,
        transfer or otherwise dispose of any capital stock of any direct or indirect
        subsidiary of the Corporation, or permit any direct or indirect subsidiary
        to
        sell, lease, transfer, exclusively license or otherwise dispose (in a single
        transaction or series of related transactions) of all or substantially all
        of
        the assets of such subsidiary;
  (h)  increase
        or decrease the authorized number of directors constituting the Board of
        Directors;
  (i)  make
        any
        loan or advance to, or own any stock or other securities of, any subsidiary
        or
        other corporation, partnership, or other entity unless it is wholly owned
        by the
        Corporation;
  (j)  make
        any
        loan or advance to any person, including, any employee or director, except
        advances and similar expenditures in the ordinary course of business;
  (k)  guarantee
        any indebtedness except for trade accounts of the Corporation or any subsidiary
        arising in the ordinary course of business;
  (l)  make
        any
        investment other than investments in prime commercial paper, money market
        funds,
        certificates of deposit in any United States bank having a net worth in excess
        of $100,000,000 or obligations issued or guaranteed by the United States
        of
        America, in each case having a maturity not in excess of two years;
  (m)  incur
        any
        aggregate indebtedness in excess of $500,000, other than trade credit incurred
        in the ordinary course of business and an asset-based working capital line;
  (n)  enter
        into or be a party to any transaction with any director, officer or employee
        of
        the Corporation (other than David Ambrose) or any “associate” (as defined in
        Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended)
        of
        any such person;
  (o)  hire
        or
        fire any executive officer;
  6
  (p)  change
        the principal business of the Corporation, enter new lines of business, or
        exit
        the current line of business;
  (q)  sell,
        transfer, license, pledge or encumber technology or intellectual property,
        other
        than licenses granted in the ordinary course of business; or
  (r)  adopt
        any
        new stock plans, amend any existing stock plan to increase the number of
        shares
        available for issuance or make any award of stock options or restricted stock
        or
        other securities in respect of services or as compensation in excess of the
        shares available under stock plans existing on the date hereof.
  4.4  Common
        Stock Protective Provisions .
        The
        Corporation shall not, either
        directly or indirectly by amendment, merger, consolidation or otherwise,
        effect
        a Deemed Liquidation Event that would result in the holders of Common Stock
        receiving less than $4.5 million of consideration at closing of such Deemed
        Liquidation Event (net of any contingencies and not subject to any escrow),
        without (in addition to any other vote required by law or the Certificate
        of
        Incorporation) the written consent or affirmative vote of the holders of
        at
        least a majority of the then outstanding shares of Common Stock, given in
        writing or by vote at a meeting, consenting or voting (as the case may be)
        separately as a class.
 
 5.  Optional
        Conversion . The
        holders of the Series A Preferred Stock shall have conversion rights as follows
        (the “ **Conversion
        Rights** ”):
  5.1  Right
        to Convert .
  5.1.1  Conversion
        Ratio .
        Each
        share of Series A Preferred Stock shall be convertible, at the option of
        the
        holder thereof, at any time and from time to time, and without the payment
        of
        additional consideration by the holder thereof, into such number of fully
        paid
        and nonassessable shares of Common Stock as is determined by dividing the
        Series
        A Original Issue Price by the Series A Conversion Price (as defined below)
        in
        effect at the time of conversion. The “ **Series
        A Conversion Price** ”
shall
        initially be equal to $0.09. Such
        initial Series A Conversion Price, and the rate at which shares of Series
        A
        Preferred Stock may be converted into shares of Common Stock, shall be subject
        to adjustment as provided below.
  5.1.2  Termination
        of Conversion Rights .
        In the
        event of a liquidation, dissolution or winding up of the Corporation or a
        Deemed
        Liquidation Event, the Conversion Rights shall terminate at the close of
        business on the last full day preceding the date fixed for the payment of
        any
        such amounts distributable on such event to the holders of Series A Preferred
        Stock.
  5.2  Fractional
        Shares .
        No
        fractional shares of Common Stock shall be issued upon conversion of the
        Series
        A Preferred Stock. In lieu of any fractional shares to which the holder would
        otherwise be entitled, the Corporation shall pay cash equal to such fraction
        multiplied by the fair market value of a share of Common Stock as determined
        in
        good faith by the Board of Directors of the Corporation. Whether or not
        fractional shares would be issuable upon such conversion shall be determined
        on
        the basis of the total number of shares of Series A Preferred Stock the holder
        is at the time converting into Common Stock and the aggregate number of shares
        of Common Stock issuable upon such conversion.
  7
  5.3  Mechanics
        of Conversion .
  5.3.1  Notice
        of Conversion .
        In
        order for a holder of Series A Preferred Stock to voluntarily convert shares
        of
        Series A Preferred Stock into shares of Common Stock, such holder shall
        surrender the certificate or certificates for such shares of Series A Preferred
        Stock (or, if such registered holder alleges that such certificate has been
        lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably
        acceptable to the Corporation to indemnify the Corporation against any claim
        that may be made against the Corporation on account of the alleged loss,
        theft
        or destruction of such certificate), at the office of the transfer agent
        for the
        Series A Preferred Stock (or at the principal office of the Corporation if
        the
        Corporation serves as its own transfer agent), together with written notice
        that
        such holder elects to convert all or any number of the shares of the Series
        A
        Preferred Stock represented by such certificate or certificates and, if
        applicable, any event on which such conversion is contingent. Such notice
        shall
        state such holder’s name or the names of the nominees in which such holder
        wishes the certificate or certificates for shares of Common Stock to be issued.
        If required by the Corporation, certificates surrendered for conversion shall
        be
        endorsed or accompanied by a written instrument or instruments of transfer,
        in
        form satisfactory to the Corporation, duly executed by the registered holder
        or
        his, her or its attorney duly authorized in writing. The close of business
        on
        the date of receipt by the transfer agent (or by the Corporation if the
        Corporation serves as its own transfer agent) of such certificates (or lost
        certificate affidavit and agreement) and notice shall be the time of conversion
        (the “ **Conversion
        Time** ”),
        and
        the shares of Common Stock issuable upon conversion of the shares represented
        by
        such certificate shall be deemed to be outstanding of record as of such date.
        The Corporation shall, as soon as practicable after the Conversion Time,
        (i)
        issue and deliver to such holder of Series A Preferred Stock, or to his,
        her or
        its nominees, a certificate or certificates for the number of full shares
        of
        Common Stock issuable upon such conversion in accordance with the provisions
        hereof and a certificate for the number (if any) of the shares of Series
        A
        Preferred Stock represented by the surrendered certificate that were not
        converted into Common Stock, (ii) pay in cash such amount as provided in Subsection
        5.2 in lieu
        of any fraction of a share of Common Stock otherwise issuable upon such
        conversion and (iii) pay all declared but unpaid dividends on the shares
        of
        Series A Preferred Stock converted.
  5.3.2  Reservation
        of Shares .
        The
        Corporation shall take such corporate action as may be necessary to increase
        its
        authorized but unissued shares of Common Stock to such number of shares as
        shall
        be sufficient for the purpose of effecting the conversion of the Series A
        Preferred Stock, including, without limitation, engaging in reasonable best
        efforts to obtain the requisite stockholder approval of any necessary amendment
        to the Certificate of Incorporation. After such time as the Corporation has
        effected the amendment to the Certificate of Incorporation referenced in
        the
        preceding sentence, the Corporation shall, at all times when the Series A
        Preferred Stock shall be outstanding, reserve and keep available out of its
        authorized but unissued capital stock, for the purpose of effecting the
        conversion of the Series A Preferred Stock, such number of its duly authorized
        shares of Common Stock as shall from time to time be sufficient to effect
        the
        conversion of all outstanding Series A Preferred Stock; and if at any time
        the
        number of authorized but unissued shares of Common Stock shall not be sufficient
        to effect the conversion of all then outstanding shares of the Series A
        Preferred Stock, the Corporation shall take such corporate action as may
        be
        necessary to increase its authorized but unissued shares of Common Stock
        to such
        number of shares as shall be sufficient for such purposes, including, without
        limitation, engaging in reasonable best efforts to obtain the requisite
        stockholder approval of any necessary amendment to the Certificate of
        Incorporation. Before taking any action which would cause an adjustment reducing
        the Series A Conversion Price below the then par value of the shares of Common
        Stock issuable upon conversion of the Series A Preferred Stock, the Corporation
        will take any corporate action which may, in the opinion of its counsel,
        be
        necessary in order that the Corporation may validly and legally issue fully
        paid
        and nonassessable shares of Common Stock at such adjusted Series A Conversion
        Price.
  8
  5.3.3  Effect
        of Conversion .
        All
        shares of Series A Preferred Stock which shall have been surrendered for
        conversion as herein provided shall no longer be deemed to be outstanding
        and
        all rights with respect to such shares shall immediately cease and terminate
        at
        the Conversion Time, except only the right of the holders thereof to receive
        shares of Common Stock in exchange therefor, to receive payment in lieu of
        any
        fraction of a share otherwise issuable upon such conversion as provided in Subsection
        5.2 and to
        receive payment of any dividends declared but unpaid thereon. Any
        shares of Series A Preferred Stock so converted shall be retired and cancelled
        and may not be reissued as shares of such series, and the Corporation may
        thereafter take such appropriate action (without the need for stockholder
        action) as may be necessary to reduce the authorized number of shares of
        Series
        A Preferred Stock accordingly.
  5.3.4  No
        Further Adjustment .
        Upon
        any such conversion, no adjustment to the Series A Conversion Price shall
        be
        made for any declared but unpaid dividends on the Series A Preferred Stock
        surrendered for conversion or on the Common Stock delivered upon
        conversion.
  5.4  Adjustment
        for Stock Splits and Combinations . If the
        Corporation shall at any time or from time to time after the Series A Original
        Issue Date effect a subdivision of the outstanding Common Stock, the Series
        A
        Conversion Price in effect immediately before that subdivision shall be
        proportionately decreased so that the number of shares of Common Stock issuable
        on conversion of each share of such series shall be increased in proportion
        to
        such increase in the aggregate number of shares of Common Stock outstanding.
        If
        the Corporation shall at any time or from time to time after the Series A
        Original Issue Date combine the outstanding shares of Common Stock, the Series
        A
        Conversion Price in effect immediately before the combination shall be
        proportionately increased so that the number of shares of Common Stock issuable
        on conversion of each share of such series shall be decreased in proportion
        to
        such decrease in the aggregate number of shares of Common Stock outstanding.
        Any
        adjustment under this subsection shall become effective at the close of business
        on the date the subdivision or combination becomes effective.
  5.5  Adjustment
        for Certain Dividends and Distributions .
        In the
        event the Corporation at any time or from time to time after the Series A
        Original Issue Date shall make or issue, or fix a record date for the
        determination of holders of Common Stock entitled to receive, a dividend
        or
        other distribution payable on the Common Stock in additional shares of Common
        Stock, then and in each such event the Series A Conversion Price in effect
        immediately before such event shall be decreased as of the time of such issuance
        or, in the event such a record date shall have been fixed, as of the close
        of
        business on such record date, by multiplying the Series A Conversion Price
        then
        in effect by a fraction:
  (1)
              the
                  numerator of which shall be the total number of shares of Common
                  Stock
                  issued and outstanding immediately prior to the time of such issuance
                  or
                  the close of business on such record date,
                  and
  (2)
              the
                  denominator of which shall be the total number of shares of Common
                  Stock
                  issued and outstanding immediately prior to the time of such issuance
                  or
                  the close of business on such record date plus the number of shares
                  of
                  Common Stock issuable in payment of such dividend or
                  distribution.
  9
  Notwithstanding
        the foregoing, (a) if such record date shall have been fixed and such dividend
        is not fully paid or if such distribution is not fully made on the date fixed
        therefor, the Series A Conversion Price shall be recomputed accordingly as
        of
        the close of business on such record date and thereafter the Series A Conversion
        Price shall be adjusted pursuant to this subsection as of the time of actual
        payment of such dividends or distributions; and (b) that no such adjustment
        shall be made if the holders of Series A Preferred Stock simultaneously receive
        a dividend or other distribution of shares of Common Stock in a number equal
        to
        the number of shares of Common Stock as they would have received if all
        outstanding shares of Series A Preferred Stock had been converted into Common
        Stock on the date of such event.
  5.6  Adjustments
        for Other Dividends and Distributions .
        In the
        event the Corporation at any time or from time to time after the Series A
        Original Issue Date shall make or issue, or fix a record date for the
        determination of holders of Common Stock entitled to receive, a dividend
        or
        other distribution payable in securities of the Corporation (other than a
        distribution of shares of Common Stock in respect of outstanding shares of
        Common Stock) or in other property and the provisions of Section
        2 do not
        apply to such dividend or distribution, then and in each such event the holders
        of Series A Preferred Stock shall receive, simultaneously with the distribution
        to the holders of Common Stock, a dividend or other distribution of such
        securities or other property in an amount equal to the amount of such securities
        or other property as they would have received if all outstanding shares of
        Series A Preferred Stock had been converted into Common Stock on the date
        of
        such event.
  5.7  Adjustment
        for Merger or Reorganization, etc .
        Subject
        to the provisions of Subsection
        3.3 ,
        if
        there shall occur any reorganization, recapitalization, reclassification,
        consolidation or merger involving the Corporation in which the Common Stock
        (but
        not the Series A Preferred Stock) is converted into or exchanged for securities,
        cash or other property (other than a transaction covered by Subsections
        5.4 , 5.5 or 5.6 ),
        then,
        following any such reorganization, recapitalization, reclassification,
        consolidation or merger, each share of Series A Preferred Stock shall thereafter
        be convertible in lieu of the Common Stock into which it was convertible
        prior
        to such event into the kind and amount of securities, cash or other property
        which a holder of the number of shares of Common Stock of the Corporation
        issuable upon conversion of one share of Series A Preferred Stock immediately
        prior to such reorganization, recapitalization, reclassification, consolidation
        or merger would have been entitled to receive pursuant to such transaction;
        and,
        in such case, appropriate adjustment (as determined in good faith by the
        Board
        of Directors of the Corporation) shall be made in the application of the
        provisions in this Section
        5 with
        respect to the rights and interests thereafter of the holders of the Series
        A
        Preferred Stock, to the end that the provisions set forth in this Section
        5 (including provisions with respect to changes in and other adjustments of
        the
        Series A Conversion Price) shall thereafter be applicable, as nearly as
        reasonably may be, in relation to any securities or other property thereafter
        deliverable upon the conversion of the Series A Preferred Stock.
  5.8  Certificate
        as to Adjustments .
        Upon
        the occurrence of each adjustment or readjustment of the Series A Conversion
        Price pursuant to this Section
        5 ,
        the
        Corporation at its expense shall, as promptly as reasonably practicable but
        in
        any event not later than 10 days thereafter, compute such adjustment or
        readjustment in accordance with the terms hereof and furnish to each holder
        of
        Series A Preferred Stock a certificate setting forth such adjustment or
        readjustment (including the kind and amount of securities, cash or other
        property into which the Series A Preferred Stock is convertible) and showing
        in
        detail the facts upon which such adjustment or readjustment is based. The
        Corporation shall, as promptly as reasonably practicable after the written
        request at any time of any holder of Series A Preferred Stock (but in any
        event
        not later than 10 days thereafter), furnish or cause to be furnished to such
        holder a certificate setting forth (i) the Series A Conversion Price then
        in
        effect, and (ii) the number of shares of Common Stock and the amount, if
        any, of
        other securities, cash or property which then would be received upon the
        conversion of Series A Preferred Stock.
  10
  5.9  Notice
        of Record Date .
        In the
        event:
  (a)  the
        Corporation shall take a record of the holders of its Common Stock (or other
        capital stock or securities at the time issuable upon conversion of the Series
        A
        Preferred Stock) for the purpose of entitling or enabling them to receive
        any
        dividend or other distribution, or to receive any right to subscribe for
        or
        purchase any shares of capital stock of any class or any other securities,
        or to
        receive any other security; or
  (b)  of
        any
        capital reorganization of the Corporation, any reclassification of the Common
        Stock of the Corporation, or any Deemed Liquidation Event; or
  (c)  of
        the
        voluntary or involuntary dissolution, liquidation or winding-up of the
        Corporation,
  then,
        and
        in each such case, the Corporation will send or cause to be sent to the holders
        of the Series A Preferred Stock a notice specifying, as the case may be,
        (i) the
        record date for such dividend, distribution or right, and the amount and
        character of such dividend, distribution or right, or (ii) the effective
        date on
        which such reorganization, reclassification, consolidation, merger, transfer,
        dissolution, liquidation or winding-up is proposed to take place, and the
        time,
        if any is to be fixed, as of which the holders of record of Common Stock
        (or
        such other capital stock or securities at the time issuable upon the conversion
        of the Series A Preferred Stock) shall be entitled to exchange their shares
        of
        Common Stock (or such other capital stock or securities) for securities or
        other
        property deliverable upon such reorganization, reclassification, consolidation,
        merger, transfer, dissolution, liquidation or winding-up, and the amount
        per
        share and character of such exchange applicable to the Series A Preferred
        Stock
        and the Common Stock. Such notice shall be sent at least 10 days prior to
        the
        record date or effective date for the event specified in such notice.
  **6.**  **Mandatory
        Conversion** **.**
  6.1  Trigger
        Events .
        Upon
        the closing of the sale of shares of Common Stock to the public, in a
        firm-commitment underwritten public offering pursuant to an effective
        registration statement under the Securities Act of 1933, as amended, resulting
        in at least $20,000,000 of proceeds, net of the underwriting discount and
        commissions, to the Corporation, all outstanding shares of Series A Preferred
        Stock shall automatically be converted into shares of Common Stock, at the
        then
        effective conversion rate and such shares may not be reissued by the
        Corporation.
  11
  6.2  Procedural
        Requirements .
        All
        holders of record of shares of Series A Preferred Stock shall be sent written
        notice of the time and the place designated for mandatory conversion of all
        such
        shares of Series A Preferred Stock pursuant to this Section
        6 .
        Such
        notice need not be sent in advance of the occurrence of the mandatory
        conversion. Upon receipt of such notice, each holder of shares of Series
        A
        Preferred Stock shall surrender his, her or its certificate or certificates
        for
        all such shares (or, if such holder alleges that such certificate has been
        lost,
        stolen or destroyed, a lost certificate affidavit and agreement reasonably
        acceptable to the Corporation to indemnify the Corporation against any claim
        that may be made against the Corporation on account of the alleged loss,
        theft
        or destruction of such certificate) to the Corporation at the place designated
        in such notice. If so required by the Corporation, certificates surrendered
        for
        conversion shall be endorsed or accompanied by written instrument or instruments
        of transfer, in form satisfactory to the Corporation, duly executed by the
        registered holder or by his, her or its attorney duly authorized in writing.
        All
        rights with respect to the Series A Preferred Stock converted pursuant to Section 6.1 ,
        including the rights, if any, to receive notices and vote (other than as
        a
        holder of Common Stock), will terminate immediately following the mandatory
        conversion (notwithstanding the failure of the holder or holders thereof
        to
        surrender the certificates at or prior to such time), except only the rights
        of
        the holders thereof, upon surrender of their certificate or certificates
        (or
        lost certificate affidavit and agreement) therefor, to receive the items
        provided for in the next sentence of this Subsection
        6.2 .
        As soon
        as practicable after the mandatory conversion and the surrender of the
        certificate or certificates (or lost certificate affidavit and agreement)
        for
        Series A Preferred Stock, the Corporation shall issue and deliver to such
        holder, or to his, her or its nominees, a certificate or certificates for
        the
        number of full shares of Common Stock issuable on such conversion in accordance
        with the provisions hereof, together with cash as provided in Subsection
        5.2 in lieu
        of any fraction of a share of Common Stock otherwise issuable upon such
        conversion and the payment of any declared but unpaid dividends on the shares
        of
        Series A Preferred Stock converted. Such converted Series A Preferred Stock
        shall be retired and cancelled and may not be reissued as shares of such
        series,
        and the Corporation may thereafter take such appropriate action (without
        the
        need for stockholder action) as may be necessary to reduce the authorized
        number
        of shares of Series A Preferred Stock accordingly.
  **6.**  **Amendments;
        Waiver** .
        Any
        provision of these terms of the Series A Preferred may be amended, modified
        or
        waived if and only if the holders of a majority of the Series A Preferred
        then
        outstanding has consented in writing or by an affirmative vote to such
        amendment, modification or waiver of any such provision of this Certificate
        of
        Designation.
  **7.** **Redeemed
        or Otherwise Acquired Shares** .
        Any
        shares of Series A Preferred Stock that are
        redeemed or otherwise acquired by the Corporation or any of its subsidiaries
        shall be automatically and immediately cancelled and retired and shall not
        be
        reissued, sold or transferred. Neither the Corporation nor any of its
        subsidiaries may exercise any voting or other rights granted to the holders
        of
        Series A Preferred Stock following redemption.
  12
 **IN
        WITNESS WHEREOF** ,
        the
        Corporation has caused this Certificate to be signed by its Chief Financial
        Officer, on November 18, 2008.
  NEURO-HITECH,
                INC.By:
              /s/
                David
                BarrettName:
                  David Barrett
                Title:
                  Chief Financial Officer
  13