**CONFIDENTIAL
      TREATMENT REQUESTED**





**MANUFACTURING
      AND DISTRIBUTION AGREEMENT**





This
      Manufacturing and Distribution Agreement (the “ Agreement ”),
      effective June 6, 2008 (the “ Effective
      Date ”),
      is
      between TG United Pharmaceuticals, Inc., a Florida corporation with offices
      at
      16255 Aviation Loop, Brooksville, Florida 34604 (“ Manufacturer ”)
      and
      Neuro-Hitech, Inc., a Delaware corporation with offices at One Penn Plaza,
      Suite
      1503, New York, NY 10019 (“ Distributor ”).
      TG
      United Labs, LLC, a Florida limited liability company, TG United, Inc., a
      Florida corporation, and TG United Liquid, Inc., a Florida corporation
      (collectively, the “ Other
      TG United Companies ”)
      join
      in this Agreement solely for the purposes set forth in Section 19.9 of this
      Agreement.





Manufacturer
      and Distributor agree as follows:





1.  **Definitions** **.**





“ Affiliate ”
of
      a
      party hereto shall mean any person, corporation or other entity, which controls,
      is controlling or is under common control with such party.





“ Batch ”
means,
      with respect to solid doses, 500 bottles of 100 tablets per bottle and, with
      respect to liquid doses, 800 bottles of 16 ounces per bottle, in either case
      with such minor deviations as may occur from time to time.





“ FDA ”
means
      the United State Food and Drug Administration or any successor.





“ NDC ”
means
      national drug code number.





“ Products ”
shall
      mean the branded products set forth on Attachment
      A hereto,
      all corresponding generics of the Products, and at the specific request of
      Distributor, any line extension or reformulations of the Products, each of
      which
      shall be deemed a separate “Product” for purposes hereof.





“ Territory ”
shall
      mean the geographical area set forth in Attachment
      A-2 hereto.





“ Contract
      Year ”
means
      each of the successive 12-month periods commencing on the Effective Date and
      ending on the next anniversary of the Effective Date.





2.  **Grant
      of Distributorship** **.**





2.1  Manufacturer’s
      Exclusivity .




(a)  Manufacturer
      hereby grants to Distributor for the Term (as defined in Section 3.1 of this
      Agreement) the exclusive right to purchase the Products from Manufacturer,
      and
      Distributor accepts such grant, subject to the limitations, terms and conditions
      stated in this Agreement. Subject to any increases permitted hereunder, the
      initial prices for the Products shall be as set forth on Attachment
      A-1 hereto.




(b)  Notwithstanding
      the foregoing, in the event that Distributor fails to purchase in any Contract
      Year at least ten (10) Batches of each Product, then Manufacturer may, at its
      sole election, deliver to Distributor written notice thereof (a “ Manufacturer
      Non-Exclusivity Notice ”)
      within
      60 days of the end of such Contract Year. Upon the delivery of a Manufacturer
      Non-Exclusivity Notice, Distributor shall have ten (10) business days during
      which to purchase such amount of such Product as to which a Manufacturer
      Non-Exclusivity Notice was delivered as would have resulted in Distributor
      purchasing ten (10) Batches of such Product for the Contract Year just-ended.
      If
      Distributor fails to make such purchase, then Manufacturer shall be permitted
      thereafter to manufacture such Product for, or sell such Product to, any other
      person, irrespective of whether such other person competes with Distributor.
      Notwithstanding the foregoing, but without limiting Manufacturer’s rights
      hereunder, it shall not be construed as a breach of this Agreement for which
      damages or injunctive relief shall obtain, for Distributor to fail to purchase
      at least ten (10) Batches of each Product.







(c)  If
      Distributor shall purchase a Product in quantities other than Batches (as
      defined herein), the minimum purchase commitment set forth in Section 2.1(b)
      hereof required to maintain Manufacturer’s exclusivity shall be equitably
      adjusted to reflect the actual amounts purchased, it being the intent of the
      parties that the economic return to Manufacturer be not less than that as would
      have resulted from the purchase of such minimum quantity set forth in Section
      2.1(b) hereof.




2.2  Distributor’s
      Exclusivity .
      Unless
      Distributor gives written notice to Manufacturer not later than 60 days prior
      to
      Distributor’s commencement thereof (a “ Distributor
      Non-Exclusivity Notice ”),
      Distributor shall not itself manufacture or have manufactured for it, or
      directly or indirectly sell, any products from third parties that are
      substantially similar to the Products. Distributor shall itself purchase
      products from third parties that are substantially similar to the Products
      only
      if Manufacturer (a) breaches its obligations to manufacture and deliver Products
      to Distributor in a timely and complete manner, (b) is unable to produce
      Products to required specifications or (c) is unable to produce Products at
      or
      below the per unit price offered by another manufacturer for the same or similar
      batch size (provided, when comparing per unit prices, consideration shall be
      given to any up-front, start up or development or other fees and expenses
      charged by such other manufacturer, which fees and expenses shall be pro rated
      among units purchased) and, in any such case, such breach or inability to
      produce Products continues for a period of 60 days following written notice
      thereof from Distributor. Upon delivery of a Distributor Non-Exclusivity Notice,
      Manufacturer shall be permitted thereafter to manufacture Products for, or
      sell
      Products to, any other person, irrespective of whether such other person
      competes with Distributor, and Distributor shall be permitted thereafter to
      have
      manufactured for it, or directly or indirectly sell, any products from third
      parties that are substantially similar to the Products.




2.3  Discounts .




(a)  Until
      the
      aggregate amount of discounts given to Distributor by Manufacturer under this
      Section 2.3 equals four hundred thousand dollars ($400,000), Distributor shall
      receive a discount equal to twenty-five percent (25%) of the gross amount of
      each invoice delivered by Manufacturer to Distributor.




(b)  Pursuant
      to that certain Consulting Agreement, dated the Effective Date, David Ambrose
      has agreed to use commercially reasonable efforts to propose to Distributor
      a
      certain number of pharmaceutical products for distribution by Distributor.
      For
      any such products which Distributor determines to launch and for which
      Manufacturer is engaged to manufacture on behalf of Distributor, Distributor
      shall receive a discount equal to ten percent (10%) of the gross amount of
      each
      invoice delivered by Manufacturer to Distributor with respect to such products
      until the aggregate amount of discounts given to Distributor in any Contract
      Year equals
      one hundred thousand dollars ($100,000).




2.4  Pricing .
      Distributor will have sole control over market pricing and strategy relating
      to
      Products purchased by Distributor. Distributor market and pricing decisions
      with
      respect to sales by Distributor will be independent of the price of Products
      as
      listed in Attachment
      A-1 ,
      which
      Product prices are subject to change as set forth in Section 6.2.




3.
            **Term
                and Renewal****.**




3.1  Term .
      This
      Agreement shall remain in effect for an initial term beginning on the Effective
      Date and ending on the fifth (5 th )
      anniversary of the Effective Date (the “ Initial
      Term ”).
      This
      Agreement is subject to renewal for additional periods as set forth in Section
      3.2 hereof (each a “ Renewal
      Term ”
and
      together with the Initial Term, the “ Term ”).







3.2  Renewal .
      After
      the expiration of the Initial Term, Manufacturer and Distributor may, upon
      mutual written agreement, extend the term of this Agreement for additional,
      successive one (1) Contract Year terms. In the event Distributor desires to
      renew this Agreement, Distributor shall provide Manufacturer with written notice
      (“ Notice
      of Renewal ”)
      sixty
      (60) calendar days in advance of the expiration of the Initial Term or any
      Renewal Term. A Notice of Renewal shall contain a proposed revision to the
      minimum purchase commitment set forth in Section 2.1(b) hereof required to
      maintain Manufacturer’s exclusivity. Within 15 calendar days of receipt of the
      Notice of Renewal, Manufacturer and Distributor shall meet to negotiate such
      minimum quantity and the amount shall be agreed to in writing. If the parties
      fail to reach an agreement on such amounts by the commencement of the Renewal
      Term, the amounts for the preceding quarter shall remain in place and the
      parties shall seek to resolve such amounts for such Renewal Term in accordance
      with Section 19.8 of this Agreement.




3.3  New
      Products .




(a)  In
      addition to the exclusivity provisions of Section 2.1 above, during the Term
      and
      as long as Distributor is not in material breach of this Agreement, Manufacturer
      will offer Distributor the right to become the exclusive distributor for any
      new
      pharmaceutical products constituting a branded product that Manufacturer has
      internally developed and can legally offer (a “ New
      Product ”).
      New
      Products shall be deemed to specifically exclude OTC Monograph products, ANDA’s
      and other generic products. Manufacturer’s offer will be on terms and conditions
      not less favorable to Distributor in any material respect than those terms
      which
      Manufacturer offers or is willing to offer to any other third party. Distributor
      will have 60 days from the date Manufacturer provides written notice of such
      New
      Product and such terms and conditions to exercise such right on the terms and
      conditions set forth in such notice. If Distributor acquires the exclusive
      right
      to distribute any such New Product, then such New Product shall be added to Attachment
      A-1 hereto
      and the parties shall agree on the minimum quantity of product to be purchased
      from Manufacturer during the first four full quarters of Distributor’s purchase
      thereof, which shall be set forth with such New Product on Attachment
      A-1 .
      If the
      parties shall be unable to agree on such minimum quantity by the conclusion
      of
      such 60 day period, then Manufacturer shall be free to sell on a non-exclusive
      basis unless until such time as Manufacturer and Distributor agrees to a minimum
      quantity with respect to such New Product.




4.  **Certain
      Representations and Warranties of Manufacturer and
      Distributor** **.**




Each
      of
      the Manufacturer and the Distributor represents and warrants to the other that,
      with respect to itself:




4.1  Authorization
      of Transaction .
      Such
      party has full and corporate power and authority to execute and deliver this
      Agreement and to perform their respective obligations hereunder. This Agreement
      constitutes the valid and legally binding obligation of such party, enforceable
      in accordance with its terms and obligations. Such party need not give any
      notice to, make any filing with, or obtain authorization, consent, or approval
      of any government or governmental agency in order to consummate the transactions
      contemplated by this Agreement.




4.2  Noncontravention .
      The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby, do not and will not, with or without the
      giving of notice or the passage of time or both, (a) violate any constitution,
      statute, regulation, rule, injunction judgment, order, decree, ruling, charge,
      or other restriction of any government, governmental agency, or court to which
      such party is subject or any provision of its respective charter or bylaws
      or
      (b) conflict with, result in a breach of, constitute a default under, result
      in
      the acceleration of, create in any party the right to accelerate, terminate,
      modify, or cancel, or require any notice under any agreement, contract, lease,
      license, instrument, or other arrangement to which such party is a party or
      by
      which it is bound or to which any of its assets is subject.









5.  **Distributor’s
      Duties** **.**




Distributor
      shall:




(a)  submit
      its non-cancelable orders for Products by written purchase order, it being
      agreed that the terms and conditions of Distributor’s standard purchase order
      form shall not apply to transactions pursuant to this Agreement;




(b)  pay
      for
      such orders within 30 days from date of invoice in U.S. dollars and payment
      shall be made by wire transfer, check or letter of credit approved by
      Manufacturer; all prices are quoted FOB Brooksville, Florida, USA. Past due
      amounts not received within 30 days incur interest thereafter at the rate of
      1.5% of the invoice amount per month;




(c)  provide
      to its customers instructions in the use of the Products and field service
      for
      such Products in accordance with Product information provided by
      Manufacturer;





(d)  use
      its
      commercially reasonable efforts to purchase the quantities of each Product
      set
      forth in Section 2.1;





(e)  not
      give
      any warranties, above and beyond those in Section 10 hereto, to any end-use
      customers;




(f)  provide
      instruction and assistance on compliance with any regulatory and labeling
      requirements of the Territory; however, Manufacturer does not hereby delegate
      or
      attempt to delegate any of its federal and state regulatory and labeling
      obligations with respect to the Products;




(g)  cooperate
      to a reasonable degree with Manufacturer to obtain any regulatory approval
      of
      the Products as required by the Territory;




(h)  register
      all products with correct NDC’s and provide such information to
      Manufacturer.




6.  **Manufacturer’s
      Duties** **.**




6.1  Manufacturer
      shall:




(a)  ship
      promptly Distributor’s orders for Products, FOB Brooksville, Florida, USA, at
      the prices set forth on Attachment
      A-1 hereto,
      subject to Section 6.2 hereof;




(b)  adequately
      package and label Products to conform with any federal and state regulatory
      and
      labeling requirements of the Territory with respect to the Products;
      and




(c)  products
      will be co-labeled with Manufacturer and Distributor information under
      Distributor’s NDC’s.







6.2  Manufacturer
      has the right to change the prices for Products at any time during the Term
      only
      to the extent of [*]; provided, however, that no such price change shall be
      effective without at least sixty (60) days prior notice by Manufacturer to
      Distributor and that during any calendar year, Manufacturer may not raise the
      price of Products sold to Distributor by any [*] for the prior calendar year.




7.  **Trademarks
      and Trade Names; Intellectual Property** **.**




7.1  Any
      and
      all trademarks and trade names owned by Manufacturer or its Affiliates shall
      remain the property of Manufacturer or its Affiliates and nothing in this
      Agreement shall confer in Distributor any ownership in any trademarks or trade
      names owned by Manufacturer or its Affiliates. Trademarks and trade names owned
      by Manufacturer or its Affiliates in connection with the Products shall be
      used
      by Distributor only with reference to such Products and only in the manner
      approved by the Manufacturer. Any and all goodwill associated with
      Manufacturer’s trademarks and trade names used by Manufacturer or Distributor in
      connection with the Products shall belong to Manufacturer.




7.2  Any
      and
      all trademarks and trade names owned by Distributor or its Affiliates shall
      remain the property of Distributor or its Affiliates and nothing in this
      Agreement shall confer in Manufacturer any ownership in any trademarks or trade
      names owned by Distributor or its Affiliates. Trademarks and trade names owned
      by Distributor or its Affiliates in connection with the Products shall be used
      by Manufacturer only with reference to such Products and only in the manner
      approved by the Distributor. Any and all goodwill associated with Distributor’s
      trademarks and trade names used by Manufacturer or Distributor in connection
      with the Products shall belong to Distributor.




8.  **Industrial
      Property Rights; Confidentiality** **.**




8.1  All
      technical and commercial information, data regarding processes and know-how
      furnished by Manufacturer to Distributor shall remain the property of
      Manufacturer, and Distributor shall not acquire any proprietary rights or other
      interests therein. Subject to the limitations listed below, all such information
      which is written or is in machine-readable (computer) form and which is marked
      “Confidential” or “Proprietary” shall be regarded as confidential information of
      Manufacturer; and any such information disclosed orally and as to which
      Manufacturer shall notify Distributor in writing that it is confidential within
      30 days after disclosure to Distributor, shall also be considered confidential;
      and in each case, Distributor shall not disclose such information to any third
      party except to the extent such information:




(a)  is
      freely
      available to the public at the time it is disclosed or made available by
      Manufacturer or subsequently becomes freely available to the public other than
      by default of Distributor or any third party who owes an obligation of
      confidence to Manufacturer; or




(b)  was
      known
      to Distributor prior to it being disclosed or made available by
      Manufacturer;




8.2  If
      during
      the term of this Agreement, Distributor supplies to Manufacturer any
      confidential information relating to Distributor’s business activities,
      Manufacturer shall be bound by like obligations of confidence to those set
      out
      above in relation to that confidential information.




9.  **Infringement
      Claims** **.**




Manufacturer
      shall defend at its own expense, any claim by way of suit or proceeding against
      Distributor for the infringement of third party patents or trademarks in respect
      of Products purchased from Manufacturer hereunder, and shall fully indemnify
      Distributor for any damages, costs or expenses incurred by Distributor in
      respect of any such claim provided that Distributor shall have given
      Manufacturer prompt written notice of any such claim and furnished Manufacturer
      with a copy of each communication relating thereto and give Manufacturer the
      requisite authority to defend or settle such claim.






*
      Confidential treatment has been requested for
      certain portions of this document pursuant to an application for confidential
      treatment sent to the Securities and Exchange Commission. Such portions are
      omitted from this filing and filed separately with the Securities and Exchange
      Commission.









10.  **Product
      Warranties** **.**





MANUFACTURER
      WARRANTS THAT THE PRODUCTS WILL CONFORM TO MANUFACTURER’S STANDARD WARRANTY, IN
      THE FORM ANNEXED HERETO AS ATTACHMENT B (“ WARRANTY ”).




EXCEPT
      FOR MANUFACTURER’S WARRANTY, MANUFACTURER MAKES NO REPRESENTATIONS OR
      WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS, INCLUDING, WITHOUT
      LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
      PURPOSE, AND MANUFACTURER WILL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO
      ANY
      CLAIM BY DISTRIBUTOR, ITS AFFILIATES, EMPLOYEES OR AGENTS OR ANY THIRD PARTY
      ON
      ACCOUNT OF OR ARISING FROM ANY OF THE PRODUCTS SOLD HEREUNDER OR THEIR USE,
      INCLUDING, BUT NOT LIMITED TO, ANY LIABILITY FOR ANY INCIDENTAL OR CONSEQUENTIAL
      DAMAGES, LOSS OF PROFITS OR GOODWILL. DISTRIBUTOR HEREBY ACKNOWLEDGES THAT
      THE
      ONLY WARRANTY APPLICABLE TO THE PRODUCTS SHALL BE MANUFACTURER’S WARRANTY.
      MANUFACTURER SHALL AT ITS SOLE OPTION, ISSUE A CREDIT FOR OR REPLACE, AT NO
      CHARGE TO DISTRIBUTOR, ALL PRODUCTS RETURNED BY DISTRIBUTOR OR RETURNED BY
      CUSTOMERS TO DISTRIBUTOR WHICH DO NOT CONFORM TO MANUFACTURER’S WARRANTY.




11.  **Insurance** **.**




Manufacturer
      and Distributor shall each maintain in full force and effect for the Term of
      this Agreement product liability insurance policies having substantially the
      coverages provided for in Attachment C and shall, upon reasonable request,
      provide each other evidence of such insurance.




12.  **Indemnification;
      Limitation of Liability** .




12.1  In
      no
      event shall either party be liable to the other party or any other entity for
      any special, consequential, incidental, or indirect damages relating to or
      resulting from such party’s failure to perform its obligations under this
      Agreement, however caused, on any theory of liability, and notwithstanding
      any
      failure of essential purpose of any limited remedy. Notwithstanding the
      limitation of liability set forth above, Distributor will not be liable for
      any
      fines incurred solely as a result of Manufacturer’s failure to promptly ship
      Distributor’s orders for Products pursuant to Section 6.1(a) to this
      Agreement.




12.2  Each
      party agrees to indemnify, defend and hold the other (and its officers,
      directors, shareholders, agents and employees) harmless from and against any
      and
      all losses, liabilities, damages, costs, fees and expenses, including reasonable
      legal costs and attorneys’ fees (“ Losses ”)
      resulting from any claim, suit or action based upon harm or damages caused
      by
      the negligence or willful misconduct of such indemnifying party.









13.  **Regulatory
      Matters** **.**




13.1  Product
      Recall .
      The
      parties shall immediately provide to each other in writing all information
      reasonably available relating to: (a) any incident relating to a Product that
      is
      subject to a recall, market withdrawal or correction; or (b) any Product that
      may require, whether based on a manufacturing defect, tampering or otherwise,
      a
      recall, field alert, product withdrawal or field correction arising from any
      defect. In the event Distributor or Manufacturer recalls any of the Products
      distributed by Distributor because such Products are believed to violate any
      provision of applicable law or were not manufactured in accordance with the
      required specifications, all costs and expenses of any such recall or other
      action determined to be necessary, including, without limitation, expenses
      or
      obligations to third parties, the cost of notifying customers and cost
      associated with the shipment of recalled Product from customers to Distributor
      to Manufacturer, shall be borne by the party whose negligent or defective
      manufacturing, processing, testing, packing or storage necessitated such action;
      provided, however, that Distributor shall not unilaterally recall any Product
      supplied by Manufacturer without first obtaining the consent of Manufacturer,
      which shall not be unreasonably withheld. Distributor shall maintain complete
      and accurate records, for such period as may be required by applicable law,
      of
      all the Products sold, or otherwise distributed, by it. The parties will
      cooperate fully with each other in effecting any recall of the Products,
      including communications with any purchasers or users. For the avoidance of
      doubt, Manufacturer shall not be liable for, or responsible for costs associated
      with, any general business returns of Products, expired Products, or any action
      taken by the U.S. Food & Drug Administration or any other governmental
      authority unless such action arises from manufacturing defects in the
      Products.




13.2  Customer
      Complaint Reporting .
      Distributor shall be responsible for notifying the appropriate federal, state,
      and local governmental authorities (United States or any country in the
      Territory, as the case may be) of any customer complaints or other occurrences
      regarding the Products which are required to be so reported. Distributor shall
      provide Manufacturer promptly with any information it receives regarding such
      occurrences.




13.3  Inspections .
      Manufacturer shall provide Distributor within 10 days information on any
      regulatory inspection of the Manufacturer’s manufacturing facilities, including
      providing Distributor copies of (i) any Form FDA-483 “Notice of Inspectional
      Observations” delivered by an FDA investigator or any similar notice delivered
      by any other regulatory authority, (ii) any response by the Manufacturer to
      any
      such notice, (iii) any Warning Letter or other letter delivered by the FDA
      or
      any other regulatory authority that affects the Products or the manufacture
      of
      the Products in any way, and (iv) any response to any such Warning Letter or
      other letter.




14.  **Termination** **.**




14.1  Either
      party shall have the right to terminate this Agreement on written notice if
      the
      other (i) commits or suffers any act of bankruptcy or insolvency or (ii) within
      ninety (90) days after written notice of a material breach of this Agreement
      has
      been given, either fails to cure any such material breach which is capable
      of
      cure within thirty (45) days or has failed to commence a cure of any such
      material breach which is not capable of cure within thirty (45) days.
      Notwithstanding the foregoing, Manufacturer shall have the right to terminate
      this Agreement immediately if Distributor shall fail to pay any amount owed
      by
      Distributor to Manufacturer within 10 days after receipt of the notice of
      non-payment from Manufacturer.




14.2  This
      Agreement will survive a change in control of either party during the
      Term.









15.  **Effects
      of Termination** **.**




On
      the
      termination of this Agreement, for whatever reason, (i) Manufacturer shall
      continue to honor Distributor’s orders for Products up to the effective date of
      termination, (ii) Distributor shall pay all past due invoices and shall pay
      for
      all undamaged, delivered Products in accordance with the terms and conditions
      of
      this Agreement, (iii) Distributor shall return to Manufacturer all promotional
      and all confidential information or other documents relating to the Products,
      (iv) Manufacturer shall return to Distributor all promotional and all
      confidential information or other documents relating to the Products, (v)
      Distributor shall cease to use all trademarks and trade names used by
      Manufacturer in connection with the Products and (vi) Manufacturer shall cease
      to use all trademarks and trade names used by Distributor in connection with
      the
      Products.




16.  **Nature
      of Relationship** **.**




Distributor
      is an independent party and shall in no respect be or be deemed to be an
      employee, partner or co-venturer of Manufacturer or an agent of or subject
      to
      the authority of Manufacturer. Except as specifically authorized in writing,
      Distributor shall not be in any way authorized or empowered to bind
      Manufacturer.




17.  **Severability** **.**




If
      any
      provision of this Agreement shall be void or unenforceable by reason of any
      applicable law, it shall be deleted and the remaining provisions hereof shall
      continue in full force and effect and, if necessary, so amended as may be
      necessary to give effect to the spirit of this Agreement so far as possible.




18.  **Force
      Majeure** **.**




The
      obligations of each party to perform under this Agreement shall be excused
      during each period of delay caused by matters such as strikes, shortages of
      raw
      material, government orders, acts of terror or acts of God, which are reasonably
      beyond the control of the party whose obligation to perform is affected by
      such
      matters and such excuse from performance shall be coextensive with the cause
      of
      such delay.




19.  **Miscellaneous** **.**




19.1 Notices .
      All
      notices required or permitted shall be in writing and shall be deemed given
      when
      received personally or by facsimile (when confirmation copy is sent by
      registered airmail, postage prepaid, or by such other method, including air
      courier) addressed as follows, or to such other person or address as may be
      designated by notice given in accordance with this Section to the other party:




If
                to Distributor:
              Neuro-Hitech,
                Inc.
              One
                Penn Plaza, Suite 1503,
              New
                York, NY 10019
              Attn:
                Matt Colpoys
              
              with
                a copy to:
              
              Arent
                Fox LLP
              1050
                Connecticut Ave, NW
              Washington,
                DC 20036
              Attention:
                Jeffrey E. Jordan, Esq.
            
            If
                to Manufacturer:
              TG
                United Labs, LLC
              16255
                Aviation Loop
              Brooksville,
                Florida 34604
              Attn:
                David Ambrose
              
              with
                a copy to:
              
              Waller
                Lansden Dortch & Davis, LLP
              511
                Union Street, Suite 2700
              Nashville,
                Tennessee 37219
              Attention:
                Matthew R. Burnstein, Esq.









19.2 Entire
      Agreement .
      This
      Agreement is the entire agreement between the parties hereto relating to this
      subject matter, there being no prior written or oral promises or representations
      not incorporated herein.




19.3 Applicable
      Law .
      This
      Agreement shall be governed by and construed under the laws of the State of
      New
      York without regard to the principles of conflicts of law. Subject to any
      statutes of repose or other statutory limitations period in effect under New
      York law, any claim by Distributor against Manufacturer shall be brought within
      one (1) year after Distributor first learns of such claim. Any controversy
      or
      claim arising in connection with this Agreement shall be finally settled in
      Tampa, Florida under the Rules of the American Arbitration Association by one
      or
      more arbitrators appointed in accordance with the said Rules and judgment upon
      the award rendered by the arbitrators may be entered in any court having
      jurisdiction thereof.




19.4 Amendments .
      No
      amendment or modification of the terms of this Agreement shall be binding on
      either party unless reduced to writing and signed by an authorized officer
      of
      the party to be bound.




19.5 Existing
      Obligations .
      Each
      party represents and warrants to the other party that the terms of this
      Agreement do not violate any existing obligations or contracts of such party.
      Each party shall defend, indemnify and hold harmless the other party from and
      against any and all claims, demands, actions or causes of action, which allege
      any such violation.




19.6 Assignment .
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns, provided, however, that neither
      party shall transfer or assign its interests in this Agreement without the
      prior
      written consent of the other party.




19.7 Counterparts .
      For
      convenience of the parties hereto, this Agreement may be executed in one or
      more
      counterparts, each of which shall be deemed an original for all
      purposes.




19.8 Disputes .
      If a
      dispute arises under this Agreement which cannot be resolved by the personnel
      directly involved, either party may give written notice to the other designating
      an executive officer with appropriate settlement authority to be its
      representative in negotiations relating to the dispute. Upon receipt of this
      notice, the other party shall, within five business days, designate an executive
      officer with similar authority to be its representative. The designated
      executive officers shall, following whatever investigation each deems
      appropriate, promptly enter into discussions concerning the dispute. If the
      dispute is not resolved as a result of such discussions within 30 days, such
      dispute shall be referred to final and binding arbitration before three
      arbitrators (one picked by each party, and those two picking the third neutral
      arbitrator) in accordance with the commercial rules of the American Arbitration
      Association. Unless the parties agree otherwise in writing, such arbitration
      shall be held in Tampa, Florida. The expense of arbitration shall be borne
      one-half (1/2) by Manufacturer and one-half (1/2) by Distributor. Each party
      shall pay the fees and expenses of its own counsel. Arbitration relative to
      any
      unresolved dispute must be commenced within two years after the cause of action
      has accrued.




19.9 Other
      TG United Companies .
      Manufacturer and the Other TG United Companies are, as of the date hereof,
      under
      common control. Each Other TG United Company acknowledges the representations,
      warranties and covenants made by Manufacturer in this Agreement, and each Other
      TG United Company covenants and agrees not to take any action that would make
      impossible or impracticable the performance by Manufacturer of this
      Agreement.




**Signature
      page follows**







**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have caused this Agreement to be executed by their authorized
      representatives named below.





**Neuro-Hitech,
                Inc.**
            
            **TG
                United Pharmaceuticals, Inc.**By:
            /s/
                David Barrett
            
            By:
            /s/
                David AmbroseName:
                David Barrett
            
            
            Name:
                David AmbroseTitle:
                Chief Financial Officer
            
            
            Title:





The
      following “Other TG United Companies” hereby join in this Agreement solely for
      the purposes set forth in Section 19.9 of this Agreement:





**TG
                United Labs, LLC**
            
            **TG
                United, Inc.**By:
            /s/
                David Ambrose
            
            By:
            /s/
                David AmbroseName:
                David Ambrose
            
            
            Name:
                David AmbroseTitle:
            
            
            Title:




**TG
                United Liquid, Inc.**By:
            /s/
                David AmbroseName:
                David AmbroseTitle:










**ATTACHMENT
      A**


**PRODUCTS**








**ATTACHMENT
      A-1**


**PRICE
      OF EACH PRODUCT**





**Product**
            
            **NDC
                #**
            
            **Ingredients**
            
            **Cost/100**
              **stockbottle**
            
            **Cost/1000bulk/samples**Allfen
            
            58605-0400-01
            
            400mg
                Guaifenesin
            
            [*]
            
            [*]Allfen
                CD
            
            58605-0404-01
            
            400mg
                Guaifenesin
              10mg
                Codeine Phosphate
            
            [*]
            
            [*]Allfen
                CDX
            
            58605-0405-01
            
            400mg
                Guaifenesin
              20mg
                Codeine Phosphate
            
            [*]
            
            [*]Allfen
                DM
            
            58605-0401-01
            
            400mg
                Guaifenesin
              20mg
                Dextromethorphan HBr
            
            [*]
            
            [*]Ambifed
            
            58605-0414-01
            
            30mg
                Pseudoephedrine HCl
              400mg
                Guaifenesin
            
            [*]
            
            [*]Ambifed
                CD
            
            58605-0420-01
            
            30mg
                Pseudoephedrine HCl
              400mg
                Guaifenesin
              10mg
                Codeine Phosphate
            
            [*]
            
            [*]Ambifed
                CDX
            
            58605-0421-01
            
            30mg
                Pseudoephedrine HCl
              400mg
                Guaifenesin
              20mg
                Codeine Phosphate
            
            [*]
            
            [*]Ambifed
                DM
            
            58605-0415-01
            
            30mg
                Pseudoephedrine HCl
              400mg
                Guaifenesin
              20mg
                Dextromethorphan HBr
            
            [*]
            
            [*]Ambifed-G
            
            58605-0416-01
            
            20mg
                Pseudoephedrine HCl
              400mg
                Guaifenesin
            
            [*]
            
            [*]Ambifed-G
                CD
            
            58605-0418-01
            
            20mg
                Pseudoephedrine HCl
              400mg
                Guaifenesin
              10mg
                Codeine Phosphate
            
            [*]
            
            [*]Ambifed-G
                CDX
            
            58605-0419-01
            
            20mg
                Pseudoephedrine HCl
              400mg
                Guaifenesin
              20mg
                Codeine Phosphate
            
            [*]
            
            [*]Ambifed-G
                DM
            
            58605-0417-01
            
            20mg
                Pseudoephedrine HCl
              400mg
                Guaifenesin
              20mg
                Dextromethorphan HBr
            
            [*]
            
            [*]Cotab
                A
            
            58605-0436-01
            
            10mg
                Codeine Phosphate
              4mg
                Chlorpheniramine Maleate
            
            [*]
            
            [*]Cotab
                AX
            
            58605-0437-01
            
            20mg
                Codeine Phosphate
              4mg
                Chlorpheniramine Maleate
            
            [*]
            
            [*]Cotabflu
            
            58605-0438-01
            
            20mg
                Codeine Phosphate
              4mg
                Chlorpheniramine Maleate
              500mg
                Acetaminophen
            
            [*]
            
            [*]Maxichlor
                DM
            
            58605-0448-01
            
            4mg
                Chlorpheniramine Maleate
              20mg
                Dextromethorphan HBr
            
            [*]
            
            [*]Maxichlor
                PEH
            
            58605-0444-01
            
            10mg
                Phenylephrine HCl
              4mg
                Chlorpheniramine Maleate
            
            [*]
            
            [*]Maxichlor
                PEH DM
            
            58605-0445-01
            
            10mg
                Phenylephrine HCl
              4mg
                Chlorpheniramine Maleate
              20mg
                Dextromethorphan HBr
            
            [*]
            
            [*]Maxichlor
                PSE
            
            58605-0442-01
            
            60mg
                Pseudoephedrine HCl
              4mg
                Chlorpheniramine Maleate
            
            [*]
            
            [*]Maxichlor
                PSE DM
            
            58605-0443-01
            
            60mg
                Pseudoephedrine HCl
              4mg
                Chlorpheniramine Maleate
              20mg
                Dextromethorphan HBr
            
            [*]
            
            [*]Maxifed
            
            58605-0406-01
            
            60mg
                Pseudoephedrine HCl
              400mg
                Guaifenesin
            
            [*]
            
            [*]Maxifed
                CD
            
            58605-0410-01
            
            60mg
                Pseudoephedrine HCl
              400mg
                Guaifenesin
              10mg
                Codeine Phosphate
            
            [*]
            
            [*]






*
      Confidential treatment has been requested for certain portions of this document
      pursuant to an application for confidential treatment sent to the Securities
      and
      Exchange Commission. Such portions are omitted from this filing and filed
      separately with the Securities and Exchange Commission.







Maxifed
                  CDX
              
              58605-0411-01
              
              60mg
                  Pseudoephedrine HCl
                400mg
                  Guaifenesin
                20mg
                  Codeine Phosphate
              
              [*]
              
              [*]Maxifed
                  DM
              
              58605-0409-01
              
              40mg
                  Pseudoephedrine HCl
                400mg
                  Guaifenesin
                20mg
                  Dextromethorphan HBr
              
              [*]
              
              [*]Maxifed
                  DMX
              
              58605-0407-01
              
              60mg
                  Pseudoephedrine HCl
                400mg
                  Guaifenesin
                20mg
                  Dextromethorphan HBr
              
              [*]
              
              [*]Maxifed-G
              
              58605-0408-01
              
              40mg
                  Pseudoephedrine HCl
                400mg
                  Guaifenesin
              
              [*]
              
              [*]Maxifed-G
                  CD
              
              58605-0412-01
              
              40mg
                  Pseudoephedrine HCl
                400mg
                  Guaifenesin
                10mg
                  Codeine Phosphate
              
              [*]
              
              [*]Maxifed-G
                  CDX
              
              58605-0413-01
              
              40mg
                  Pseudoephedrine HCl
                400mg
                  Guaifenesin
                20mg
                  Codeine Phosphate
              
              [*]
              
              [*]Maxiflu
                  CD
              
              58605-0430-01
              
              40mg
                  Pseudoephedrine HCl
                400mg
                  Guaifenesin
                10mg
                  Codeine Phosphate
                500mg
                  Acetaminophen
              
              [*]
              
              [*]Maxiflu
                  CDX
              
              58605-0431-01
              
              60mg
                  Pseudoephedrine HCl
                400mg
                  Guaifenesin
                20mg
                  Codeine Phosphate
                500mg
                  Acetaminophen
              
              [*]
              
              [*]Maxiflu
                  DM
              
              58605-0432-01
              
              60mg
                  Pseudoephedrine HCl
                400mg
                  Guaifenesin
                20mg
                  Dextromethorphan HBr
                500mg
                  Acetaminophen
              
              [*]
              
              [*]Maxiphen
              
              58605-0422-01
              
              10mg
                  Phenylephrine HCl
                400mg
                  Guaifenesin
              
              [*]
              
              [*]Maxiphen
                  CD
              
              58605-0426-01
              
              10mg
                  Phenylephrine HCl
                400mg
                  Guaifenesin
                10mg
                  Codeine Phosphate
              
              [*]
              
              [*]Maxiphen
                  CDX
              
              58605-0427-01
              
              10mg
                  Phenylephrine HCl
                400mg
                  Guaifenesin
                20mg
                  Codeine Phosphate
              
              [*]
              
              [*]Maxiphen
                  DM
              
              58605-0423-01
              
              10mg
                  Phenylephrine HCl
                400mg
                  Guaifenesin
                20mg
                  Dextromethorphan HBr
              
              [*]
              
              [*]Phenflu
                  CD
              
              58605-0433-01
              
              10mg
                  Phenylephrine HCl
                400mg
                  Guaifenesin
                10mg
                  Codeine Phosphate
                500mg
                  Acetaminophen
              
              [*]
              
              [*]Phenflu
                  CDX
              
              58605-0434-01
              
              10mg
                  Phenylephrine HCl
                400mg
                  Guaifenesin
                20mg
                  Codeine Phosphate
                500mg
                  Acetaminophen
              
              [*]
              
              [*]Phenflu
                  DM
              
              58605-0435-01
              
              10mg
                  Phenylephrine HCl
                400mg
                  Guaifenesin
                20mg
                  Dextromethorphan HBr
                500mg
                  Acetaminophen
              
              [*]
              
              [*]






*
      Confidential treatment has been requested for certain portions of this document
      pursuant to an application for confidential treatment sent to the Securities
      and
      Exchange Commission. Such portions are omitted from this filing and filed
      separately with the Securities and Exchange Commission.











**ATTACHMENT
      A-2**


**TERRITORY:**







United
                States (being the contiguous 48 states, Alaska, Hawaii, the District
                of
                Columbia, Puerto Rico and the other territories and possessions
                thereof)







**ATTACHMENT
      B**


**LIMITED
      WARRANTY AND LIMITATION OF LIABILITY**


**WARRANTY**





Manufacturer
      warrants and guarantees that, when delivered to distributor FOB Brooksville,
      Florida, the Product shall conform to Manufacturer’s registered specifications
      and guidelines with respect to the Products and shall not be adulterated or
      misbranded within the meaning of the Federal Food and Cosmetic and shall conform
      to all applicable regulations of the FDA (the “ Limited
      Warranty ”).
      EXCEPT FOR THE LIMITED WARRANTY, MANUFACTURER MAKES NO REPRESENTATIONS OR
      WARRANTIES OF ANY KIND REGARDING THE PRODUCTS, EXPRESS, IMPLIED OR OTHERWISE,
      AND SPECIFICALLY DISCLAIMS: ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
      FOR A PARTICULAR PURPOSE.





THIS
      WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES (EXCEPT OF TITLE), EXPRESSED,
      IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS
      FOR A PARTICULAR PURPOSE.





TG
      UNITED
      LABS, LLC AND ITS DISTRIBUTORS SHALL IN NO EVENT BE LIABLE TO THE USER, OR
      TO
      ANY SUCCESSOR IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE THEREOF, ON ACCOUNT
      OF
      ANY TG UNITED LABS, LLC PRODUCT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,
      SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THE SALE OR DELIVERY OF SUCH PRODUCT,
      OR ANY DEFECTS IN, OR FAILURE OF, OR MALFUNCTION OF THE PRODUCT INCLUDING,
      BUT
      NOT LIMITED TO, DAMAGES BASED UPON LOSS OF USE, LOST PROFITS OR REVENUE,
      INTEREST, LOST GOODWILL, INCREASED EXPENSES AND/OR CLAIMS OF CUSTOMERS OF THE
      USER, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED ON CONTRACT, WARRANTY,
      NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHERWISE.







**ATTACHMENT
      C**


**INSURANCE
      COVERAGES**