**MODIFICATION
      AGREEMENT AND RELEASE**





This **MODIFICATION AGREEMENT AND RELEASE** ,
      is made
      and entered into as of November 18, 2008 (this “ Agreement ”),
      by
      and between Neuro-Hitech, Inc., a Delaware corporation (the “ Company ”),
      David
      Ambrose (the “ Ambrose ”)
      and TG
      United Pharmaceuticals, Inc. (the “ Manufacturer ”).
      The
      Company, Ambrose and the Manufacturer are each referred to herein as a “Party”
and collectively, as the “Parties.”





**R
      E C I T A L S**





WHEREAS,
      on June 6, 2008 the Company, pursuant to an Amended and Restated Stock Purchase
      Agreement by and among the Company, a wholly-owned subsidiary of the Company
      and
      Ambrose (the “ Purchase
      Agreement ”),
      acquired the capital stock of MCR American Pharmaceuticals, Inc., a Florida
      corporation (“ MCR ”),
      and
      AMBI Pharmaceuticals, Inc., a Florida corporation (“ AMBI ”).





WHEREAS,
      Ambrose owns and controls the Manufacturer”, and concurrent with the closing
      under the Purchase Agreement the Manufacturer and the Company entered into
      a
      Manufacturing and Distribution Agreement dated June 6, 2008 (the “ Manufacturing
      Agreement ”).





WHEREASE,
      concurrent with the closing under the Purchase Agreement, Ambrose and the
      Company entered into a Consulting Agreement dated as of June 6, 2008 (the
“ Consulting
      Agreement ”),
      an
      Escrow Agreement dated as of June 6, 2008 (the “ Escrow
      Agreement ”)
      and a
      Lock-Up Agreement dated as of June 6, 2008 (the “ Lock-Up
      Agreement ”).





WHEREAS,
      as part of the consideration paid to Ambrose pursuant to the Purchase Agreement,
      Ambrose was issued that certain Convertible Promissory Note in the principal
      amount of $3,000,000 (the “ Convertible
      Note ”)
      and
      that certain 7% Subordinated Promissory Note in the principal amount of
      $3,000,000 (together with the Convertible Note, the “ Notes ”).





WHEREAS,
      since the closing, disputes have arisen among the Parties, including claims
      of
      the Company in respect of the representations and warranties made by Ambrose
      in
      the Purchase Agreement and certain other matters.





WHEREAS,
      the Parties wish to settle all differences between them with respect to the
      Purchase Agreement by making certain amendments to the Purchase Agreement and
      the Manufacturing Agreement.





NOW,
      THEREFORE, in consideration of the mutual covenants and agreements herein
      contained, the parties hereto hereby agree as follows:





**ARTICLE
      I**





**MODIFICATION**





Section
      1.1.  Upon
      and
      subject to the terms and conditions set forth herein,





(a)  Upon
      issuance of the A Shares and B Shares (defined below), Ambrose
      shall concurrently surrender to the Company the Notes, together with all
      appropriate endorsements and instruments of transfer.









(b)  Upon
      issuance of the A Shares and B Shares, (i) notwithstanding anything to the
      contrary in the Purchase Agreement, any and all “accounts payable” as that term
      is understood under generally accepted accounting principles, due and owing
      as
      of June 6, 2008, by MCR and AMBI to Ambrose, the Manufacturer or their
      affiliates, for goods or services received by MCR or AMBI prior to June 6,
      2008,
      are hereby agreed to be paid and satisfied, with the Company, MCR and AMBI
      having no further liability in respect of such accounts payable and (ii) the
      Company shall receive an inventory credit of $1,257,716.70 applicable for
      inventory ordered from Ambrose, the Manufacturer or their affiliates after
      November 1, 2008 (the “ Inventory
      Credit ”).
      The
      Inventory Credit may be applied against invoices at a rate of up to $100,000
      per
      month. Any amount remaining under the Inventory Credit after 12 months may
      be
      applied to any future invoices for inventory.




(c)  Concurrent
      with the execution of this Agreement, the Company shall issue to Ambrose 1,500,000
      shares of the Company’s newly-designated Series A Preferred Stock (the
“ A
      Shares ”),
      which
      shares have the rights and privileges set forth in a Certificate of Designation
      consistent in all material respects with the Certificate of Designation attached
      as Exhibit
      A hereto
      and containing such other provisions as are customary in the private placement
      of convertible preferred stock. The A Shares shall be subject to the provisions
      of the Lock-Up Agreement.




(d)  Concurrent
      with the execution of this Agreement, the Company shall issue to the
      Manufacturer 1,397,463 shares of the Company’s newly-designated Series B
      Preferred Stock (the “ B
      Shares ”),
      which
      shares have the rights and privileges set forth in a Certificate of Designation
      consistent in all material respects with the Certificate of Designation attached
      as Exhibit
      B hereto
      and containing such other provisions as are customary in the private placement
      of convertible preferred stock. The B Shares shall be subject to the provisions
      of the Lock-Up Agreement.




(e)  Concurrent
      with the execution of this Agreement, counsel to the Company shall render to
      Ambrose and the Manufacturer a legal opinion substantially in the form attached
      hereto as Exhibit C .




Section
      1.2  Additional
      Agreements of Ambrose and the Company .




(a)  The
      Manufacturing Agreement shall be amended as follows:




(i)  The
      provisions of Section 3.3 of the Manufacturing Agreement shall be null, void
      and
      of no further force and effect. The
      definition of “Product” as used in Section 2.1 is amended to read as
      follows:





“Products”
      shall mean the branded products set forth on Attachment A hereto and all
      corresponding generics of the Products.




(ii)  The
      provisions of Section 2.3 of the Manufacturing Agreement shall be null, void
      and
      of no further force and effect, it being agreed that Manufacturer shall be
      under
      no obligation to discount any product sold to Distributor.




(iii)  All
      invoices delivered by Manufacturer prior to November 1, 2008 shall be deemed
      to
      have been withdrawn and shall not be due and owing. All invoices delivered
      by
      Manufacturer from and after November 1, 2008 shall represent valid obligations
      of the Company, due and payable in accordance with the Manufacturing Agreement.
      Commencing on December 1, 2008, the Company further covenants and agrees (i)
      that it shall make minimum monthly payments of $100,000 to the Manufacturer
      (exclusive of the Inventory Credit) and (ii) that the aggregate amount of such
      minimum monthly payments and the aggregate amount due from the Company to the
      Manufacturer shall be “trued-up” no less frequently than quarterly, with the
      Company paying the Manufacturer any additional amount due within 45 days after
      the end of each calendar quarter and any excess payments being applied by the
      Manufacturer to future orders.




2




(b)  The
      Parties agree as follows with respect to the composition of the Company’s Board
      of Directors (the “Board”):




(i)  concurrently
      with the execution and delivery of this Agreement, Ambrose shall be appointed
      to
      the Board and appointed to be a Vice Chairman of the Company (such position
      to
      constitute an officer of the Company);




(ii)  concurrently
      with the execution and delivery of this Agreement, the Board shall consist
      of
      John Abernathy, Mark Auerbach, Ambrose, David Danzker, Ruben Seltzer, Kevin
      Esval, Gary Dutton and two other designees of Ambrose in accordance with Exhibit
      A ;
      and




(iii)  at
      such
      time as a majority of the independent directors determines that, in connection
      with the Company completing a listing or other action which requires that the
      Board be composed of a majority of independent directors, Ambrose, in appointing
      such additional directors, shall make reasonable efforts to cause the Board to
      be composed of a majority of independent directors (“independent” for the
      purposes of is subsection having the meaning given under the Nasdaq listing
      rules).




(c)  The
      Consulting Agreement is hereby terminated and of no further force and effect;
      provided, however, that Ambrose shall continue to be reimbursed for all
      reasonable expenses incurred by him in connection with the performance by
      Ambrose of services for the benefit of the company of the sort described in
      Section 1 of the Consulting Agreement.




(d)  The
      Lock-Up Agreement is hereby amended by deleting from Section 1(a) thereof the
      words “continuing for a period of twelve months from the Closing” and replacing
      such words with “until March 31, 2009.”




(e)  Any
      remaining and unperformed obligations under the Purchase Agreement are hereby
      terminated, except for Sections
      6(a)-(e), 6(h), 8(a), 8(b)(ii)-(vi), 8(e), 8(f), 8(g), 9 and 11 of the Purchase
      Agreement, which shall continue in effect in accordance with their
      terms.




(f)  The
      Company shall, prior to any proposed issuance by the Company of any equity
      securities, securities that are convertible into or exchangeable for equity
      securities or any other rights to acquire equity securities (“ New
      Securities ”),
      offer
      to Ambrose by written notice the right, for a period of ten (10) days, to
      purchase for cash at an amount equal to the price or other consideration for
      which such New Securities are to be issued, and on other terms not less
      favorable than the terms on which any third party purchaser shall be offered
      such New Securities, a portion of such New Securities equal to a fraction,
      the
      numerator of which shall be the number of Ambrose’s Securities and the
      denominator of which shall be the number of Total Securities immediately prior
      to the issuance of the New Securities (such fraction being referred to as
      Ambrose’s “ Pro
      Rata Fraction ”).




3




(i)  If
      New
      Securities are to be issued and sold by the Company for services, property,
      or
      other non-cash consideration, Ambrose will be allowed to participate in such
      issue and sale by substituting cash in the amount of the fair market value,
      per
      share, of such non-cash consideration. The determination of the fair market
      value of the such non-cash consideration shall be made by the Company and
      Ambrose, or if the Company and Ambrose do not reach agreement as to such fair
      market value within ten business days, by a third person selected by agreement
      of the Company and Ambrose. If the Company and Ambrose do not reach agreement
      as
      to such third party within ten business days, then the determination shall
      be
      made by an independent appraiser selected by a majority of the Board of
      Directors. If a third party’s determination is required, the time periods
      provided for the closing of Ambrose’s Pro Rata Fractions shall be extended for
      such period of time as is reasonably necessary to complete such
      determination.




(ii)  Notwithstanding
      paragraph (e) above, Ambrose’s rights pursuant to this Section 1.2(f) shall not
      apply to (A) Securities issued or issuable on a pro rata basis to all of the
      Company’s shareholders in connection with any stock split, dividend, reverse
      stock split or recapitalization, (B) Common Stock issued or issuable (and/or
      options, warrants or other Common Stock rights issued pursuant to such options,
      warrants or other rights) to employees, officers or directors of, or consultants
      or advisors to the Company or any subsidiary, pursuant to stock purchase or
      stock plans or other arrangements that have previously been approved by the
      Board of Directors or subsequently are approved by the Board of Directors,
      including a majority of the directors appointed by the holder of the Series
      A
      Preferred Stock (the “ Preferred
      Directors ”),
      (C)
      the issuance of Common Stock (adjusted appropriately for stock dividends,
      splits, combinations and similar transactions) upon the exercise of warrants
      outstanding as of the date of this Agreement, (D) any Securities offered to
      the
      public pursuant to a registration statement filed under the Securities Act
      of
      1933, (E) any Securities issued upon conversion of the Series A Preferred,
      (F)
      any Common Stock and/or options, warrants or other purchase rights (and the
      Common Stock issued pursuant to such options, warrants or other rights) issued
      in connection with commercial credit arrangements, equipment financings or
      similar transactions that have previously been approved by the Board of
      Directors or subsequently are approved by the Board of Directors, including
      a
      majority of the Preferred Directors, (G) any Common Stock and/or options,
      warrants or other Common Stock purchase rights (and the shares of Common Stock
      issued pursuant to such options, warrants or other rights) issued as
      consideration (and not for financing purposes) in connection with (x) bona
      fide
      acquisitions of businesses, products or technology or (y) strategic transactions
      involving the Company and other entities (including joint ventures, marketing
      or
      distributions arrangements, and technology transfer or development
      arrangements), in either case the terms of which have previously been approved
      by the Board of Directors or subsequently are approved by the Board of
      Directors, including a majority of the Preferred Directors.




(iii)  The
      Company’s written notice to Ambrose described in paragraph (e) above shall
      describe the New Securities proposed to be issued by the Company and specify
      the
      number, price, payment and other principal terms. Ambrose may purchase all
      or
      any portion of his Pro Rata Fraction of the New Securities by accepting the
      Company’s offer by written notice thereof given by it to the Company prior to
      the expiration of the aforesaid ten (10) day period, in which event the Company
      shall promptly sell and Ambrose shall buy, upon the terms specified, the number
      of New Securities agreed to be purchased by Ambrose.




4




(iv)  The
      Company shall be free at any time prior to 90 days after the date of its notice
      of offer to Ambrose, to offer and sell to any third party or parties the
      remainder of such New Securities proposed to be issued by the Company (including
      but not limited to the New Securities not agreed by Ambrose to be purchased
      by
      him), at a price and on payment terms no more favorable to the third party
      offeree or offerees than those specified in such notice of offer to Ambrose.
      However, if such third party sale or sales are not consummated within such
      90-day period, the Company shall not sell such New Securities that have not
      been
      purchased within such period without again complying with this Section
      1.2(f).




(v)  For
      the
      purposes of this Section 1.2(f), the term “ Ambrose
      Securities ”
shall
      mean all outstanding shares of Common Stock at the date of determination that
      are held by Ambrose and his affiliates together with all shares of Common Stock
      issuable, directly or indirectly, pursuant to all outstanding securities
      convertible into, or exchangeable for, shares of Common Stock, in each case
      held
      by Ambrose and his affiliates, and the term “ Total
      Securities ”
shall
      mean, as of the date of determination, all shares of Common Stock then
      outstanding at the date of determination together with all shares of Common
      Stock issuable, directly or indirectly, pursuant to all outstanding securities
      convertible into, or exchangeable for, shares of Common Stock.




(g)  The
      Company shall cause to be presented to the Company’s stockholders at its next
      annual or special meeting of stockholders, to be held in all events by no later
      than June 30, 2009, the following proposed amendments to the Company’s
      certificate of incorporation: (i) an amendment increasing the number of
      authorized but unissued shares of Common Stock to be such number of shares
      as
      will be sufficient to permit the conversion in full of the Series A Preferred
      and Series B Preferred, (ii) an amendment requiring the consent of 662⁄3 percent
      of the outstanding Common Stock to approve a transaction in which the Company
      or
      all or substantially all of its assets are acquired and the holders of the
      Common Stock receive less than $4.5 million of consideration at closing of
      such
      transaction (net of any contingencies and not subject to any escrow), (iii)
      an
      amendment providing that the holders of the Common Stock and the holders of
      the
      Series A Preferred shall vote as a single class on the increase or decrease
      of
      the authorized Common Stock and (iv) an amendment deleting the provision for
      the
      authorization of Class A Common Stock. The Company shall take all such actions
      as shall be reasonably necessary to enable such amendments to be presented
      the
      stockholders for adoption, including timely filed a proxy statement with the
      Securities and Exchange Commission




(h)  The
      Company shall enter into its standard form Indemnification Agreement with
      Ambrose and the additional directors designated pursuant to Section
      1.2(b)(ii).





**ARTICLE
      II**





**REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY**





Section
      2.1.  Representations
      and Warranties of the Company .
      The
      Company hereby represents and warrants to Ambrose and the Manufacturer, as
      of
      the date hereof, as follows:





(a)  Organization,
      Good Standing and Power .
      The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware. The Company has the full
      corporate power and authority to execute and deliver this Agreement and to
      perform its obligations hereunder. This Agreement constitutes the valid and
      legally binding obligation of the Company, enforceable in accordance with its
      terms and conditions.




5





(b)  Authorization;
      Enforcement .
      The
      Company has the requisite power and authority to enter into and perform this
      Agreement and transactions contemplated herein, except that he Company does
      not
      have sufficient authorized Common Stock to permit the full coversionof the
      Shares. The execution and delivery of this Agreement by the Company has been
      duly and validly authorized by all necessary corporate action, and no further
      corporate consent or authorization is required for the Company to effect the
      transactions contemplated hereby, except such corporate and stockholder action
      as is necessary to provide sufficient shares of common stock to permit the
      full
      conversion of the Shares. No vote of the holders of any class or series of
      capital stock or other securities of the Company is necessary to approve the
      transactions contemplated hereby (other than to provide sufficient shares of
      Common Stock to permit the full conversion of the Shares).





(c)  Issuance
      of Shares .
      The
      Shares have been duly authorized by all necessary corporate action and, when
      issued in accordance with the terms hereof, shall be validly issued and
      outstanding, fully paid and non-assessable. Assuming the accuracy of the
      representations of Ambrose in Section 2.2(b) of this Agreement, the Shares
      will
      be issued in compliance with all applicable federal and state securities laws.





(d)  No
      Conflicts .
      The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by the Company of the transactions contemplated hereby does not
      and
      will not (i) violate any provision of the Company’s Certificate of Incorporation
      or Bylaws, each as amended to date, (ii) conflict with, or constitute a default
      (or an event which with notice or lapse of time or both would become a default)
      under, or give to others any rights of termination, amendment, acceleration
      or
      cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond,
      license, lease agreement, instrument or obligation to which the Company is
      a
      party or by which any of the Company’s properties or assets are bound, or (iii)
      result in a violation of any federal, state, local or foreign statute, rule,
      regulation, order, judgment or decree (including federal and state securities
      laws and regulations) applicable to the Company or by which any property or
      asset of the Company is bound or affected, except, in all cases, other than
      violations pursuant to clauses (i) or (iii) (with respect to federal and state
      securities laws) above, except, for such conflicts, defaults, terminations,
      amendments, acceleration, cancellations and violations as would not,
      individually or in the aggregate, have a material adverse effect on the
      Company.




(e)  Capitalization .
      The
      authorized capital of the Company will consist, immediately prior to the
      issuance of the Shares (the “ Closing ”),
      of:




(i)  44,999,990
      shares of common stock, $0.001 par value per share (the “Common Stock”),
      31,520,303 shares of which are issued and outstanding immediately prior to
      the
      Closing. All of the outstanding shares of Common Stock have been duly authorized
      and are fully paid and nonassessable. There are insufficient shares of common
      stock currently authorized to permit the full conversion of the Shares.




(ii)  5,000,000
      shares of Preferred Stock, of which 1,500,000 shares have been designated Series
      A Preferred Stock and 1,397,463 shares have been designated Series B Preferred
      Stock, none of which are issued and outstanding immediately prior to the
      Closing.




(iii)  The
      Company has reserved 2,350,000 shares of Common Stock for issuance to officers,
      directors, employees and consultants of the Company pursuant to its amended
      and
      restated 2006 Incentive Stock Plan (the “ Company
      Stock Plan ”)
      and
      400,000 shares of Common Stock for issuance to directors of the Company pursuant
      to its 2006 Non-Employee Directors Stock Option Plan (the “ Director
      Stock Plan ”).
      Of
      such reserved shares of Common Stock, options to purchase 982,330 shares of
      Common Stock have been granted and are currently outstanding and stock
      appreciation rights for 365,000 shares of Common Stock have been granted and
      are
      currently outstanding. Of the 1,767,670 shares of Common Stock that remain
      available for grant, 1,352,670 shares of Common Stock remain available for
      grant
      pursuant to the Company Stock Plan and 50,000 shares of Common Stock remain
      available for grant pursuant to the Director Stock Plan.




6




(iv)  Schedule
      2.1(e) hereto sets forth, immediately following the Closing, the number of
      shares of the following: (A) issued and outstanding Common Stock, including,
      with respect to restricted Common Stock, vesting schedule; (B) issued stock
      options, including vesting schedule and exercise price; (C) shares not yet
      issued but reserved for issuance pursuant to the Company Stock Plan or the
      Director Stock Plan; (D) each series of Preferred Stock; and (E) warrants or
      stock purchase rights, if any. Except for (x) the conversion privileges of
      the
      Shares to be issued under this Agreement, (y) the pre-emptive rights to be
      provided to Ambrose pursuant hereto, and (z) the securities and rights described
      in Schedule 2.1(e) hereto, there are no outstanding options, warrants, rights
      (including conversion or preemptive rights and rights of first refusal or
      similar rights) or agreements, orally or in writing, to purchase or acquire
      from
      the Company any shares of Common Stock or Series A Preferred Stock, or any
      securities convertible into or exchangeable for shares of Common Stock or Series
      A Preferred Stock.




(f)  Certificate
      of Incorporation and Bylaws .
      The
      copies of the Company’s Certificate of Incorporation, as amended, and Bylaws, as
      amended, that are filed as exhibits to the Company’s Forms 8-K dated January 23,
      2006, January 30, 2006 and August 11, 2006, are complete and correct copies
      thereof as in effect on the date hereof, with no subsequent amendments thereto
      having been adopted or approved.




(g)  SEC
      Filings .
      The
      Company has filed or furnished all forms, reports and other documents required
      to be filed or furnished by it under the Securities Act or the Securities
      Exchange Act, as the case may be, since January 1, 2006 (collectively, the
“SEC
      Filings”). Each of the SEC Filings (i) as of its date, complied in all material
      respects with the requirements of the Securities Act or the Securities Exchange
      Act, as the case may be, and (ii) did not, at the time it was filed, contain
      any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary in order to make the statements made therein,
      in
      the light of the circumstances under which they were made, not
      misleading.





Section
      2.2.  Representations
      and Warranties of Ambrose and the Manufacturer .
      Ambrose
      and the Manufacturer hereby represent and warrant to the Company, as of the
      date
      hereof, as follows:





(a)  Authorization
      and Power .
      Each of
      Ambrose and the Manufacturer has the full power and authority to execute and
      deliver and consummate this Agreement and to perform his or its obligations
      hereunder. This Agreement constitutes the valid and legally binding obligation
      of Ambrose and the Manufacturer, enforceable in accordance with its terms and
      conditions.





(b)  Investment .
      Each of
      Ambrose and the Manufacturer (A) understands that the Shares have not been,
      and
      will not be, registered under the Securities Act or under any state securities
      laws, and are being offered and issued in reliance upon federal and state
      exemptions for transactions not involving any public offering, (B) is acquiring
      the Shares solely for his or its own account for investment purposes, and not
      with a view to the distribution thereof, (C) is a sophisticated investor with
      knowledge and experience in business and financial matters, (D) has received
      certain information concerning the Company and has had the opportunity to obtain
      additional information as desired in order to evaluate the merits and the risks
      inherent in holding the Shares, (E) is able to bear the economic risk and lack
      of liquidity inherent in holding the Shares, and (F) is an accredited investor,
      as defined in Regulation D under the Securities Act of 1933, as
      amended.




7





(c)  No
      Tax
      Representations .
      Each of
      Ambrose and the Manufacturer understands the tax consequences of the
      transactions contemplated by this Agreement. Each of Ambrose and the
      Manufacturer confirms that he or it is not relying on any statements or
      representations of the Company or any of its agents with respect to the tax
      effect of the transactions contemplated by this Agreement. Each of Ambrose
      and
      the Manufacturer has had the opportunity to consult with his or its own legal,
      accounting, tax, investment and other advisors, who are unaffiliated with the
      Company or any affiliate of the Company, with respect to the tax treatment
      of
      the transactions contemplated by this Agreement. Each of Ambrose and the
      Manufacturer also acknowledges that he or it is solely responsible for any
      of
      his or its own tax liability that may arise as a result of the transactions
      contemplated by this Agreement.





**ARTICLE
      III**





**RELEASES**





3.1  Mutual
      Release .
      Except
      as otherwise limited by the final sentence of this section (the “ Reserved
      Claims ”):




(a)  each
      Party hereby releases and forever discharges the other Parties and their
      directors, officers, stockholders, employees, affiliates, successors and assigns
      and each of them, separately and collectively, from any and all existing claims,
      demands, causes of actions, obligations, damages and liabilities of any nature
      whatsoever, known or unknown, that each ever had, now has, or may have had
      against any of the other Parties that relate to or arise out of the Consulting
      Agreement and the Escrow Agreement, and




(b)  each
      Party hereby releases and forever discharges the other Parties and their
      directors, officers, stockholders, employees, affiliates, successors and assigns
      and each of them, separately and collectively, from any and all existing claims,
      demands, causes of actions, obligations, damages and liabilities of any nature
      whatsoever, known or unknown, that each ever had, now has, or may have had
      against any of the other Parties that relate to or arise out of the Purchase
      Agreement and any certificate or other instrument delivered thereunder, except
      as may have arisen, or may hereafter arise from, the matters described in
      Section 1.2(e) of this Agreement




((a)
      and
      (b) being, collectively, the “ Released
      Claims ”).
      Notwithstanding anything to the contrary in this Agreement, such releases shall not release
      the Parties from the representations, warranties and covenants made hereunder
      and their respective obligations under this Agreement and the Manufacturing
      Agreement.




3.2  Known
      and Unknown Claims .
      Except
      for the Reserved Claims, the mutual releases in this Agreement extend to
      Released Claims that the Parties do not know or suspect to exist in their favor,
      which, if known by them, would have materially affected their decision to enter
      into the Agreement. The Parties expressly waive and relinquish any such right
      or
      benefit, whether by statute or legal principle with similar effect. In
      connection with such waiver and relinquishment, the Parties acknowledge that
      they are aware that, after executing this Agreement, they or their attorneys
      or
      agents may discover Released Claims or facts in addition to, or different from,
      those which they now know or believe to exist with respect to the subject matter
      of this Agreement or the Parties hereto, but that it is the Parties’ intention
      hereby to fully, finally and forever settle and release all of the Released
      Claims, whether known or unknown, suspect or unsuspected, which now exist,
      may
      exist or heretofore may have existed between them. In furtherance of this
      intention, the releases herein given shall be, and remain in effect, as, full
      and complete releases notwithstanding discovery or existence of any such
      additional or different claim or fact.




8




**ARTICLE
      IV**





**MISCELLANEOUS**





Section
      4.1.  Fees
      and Expenses .
      Each of
      the Parties will bear his or its own costs and expenses incurred in connection
      with this Agreement and the transactions contemplated herein; provided, however,
      that the Company shall reimburse Ambrose and the Manufacturer, simultaneously
      with the execution and delivery of this Agreement, for their reasonable
      attorneys’ fees incurred in connection with the negotiation of this Agreement
      (and the Exhibits hereto) and matters arising since the closing of the
      transactions contemplated by the Purchase Agreement, all in an amount not to
      exceed $20,000.





Section
      4.2  Tax
      Cooperation .
      It is
      expressly agreed by the Parties that this transaction represents a reduction
      in
      the consideration paid by the Company to Ambrose pursuant to the Purchase
      Agreement. The Parties agree to cooperate fully, as and to the extent reasonably
      requested by the other Party, in connection with the filing of any tax returns
      related to the matters described herein, and agree not to take any position
      inconsistent with respect to the characterization of the modification of the
      Purchase Agreement in any tax return, unless required by applicable
      laws.





Section
      4.3.  Entire
      Agreement .
      This
      Agreement (including the documents referred to herein) constitutes the entire
      agreement among the Parties and supersedes any prior understandings, agreements,
      or representations by or among the Parties, written or oral, among the Parties
      with respect to the subject matter of this Agreement, including the
      Purchase Agreement, the Notes, the Consulting Agreement and the
      Manufacturing Agreement.





Section
      4.4.  Notices .
      All
      notices, requests, demands, claims, and other communications hereunder will
      be
      in writing. Any notice, request, demand, claim, or other communication hereunder
      shall be deemed duly given when personally delivered, one business day after
      it
      is deposited with a nationally recognized courier for overnight delivery or
      two
      business days after it is sent by registered or certified mail, return receipt
      requested, postage prepaid, and addressed to the intended recipient as set
      forth
      below:





If
              to Ambrose or the
            David
                Ambrose


Manufacturer:
            16255
                Aviation Loop


Brooksville,
      Florida 34604





With
              a copy to:
            Waller
                Lansden Dortch & Davis, LLP


511
      Union
      Street, Suite 2700


Nashville,
      Tennessee 37219


Attention:
      Matthew R. Burnstein, Esq.





If
              to the Company:
            Neuro-Hitech,
                Inc.


450
      7th
      Avenue


Suite
      1106


New
      York,
      NY 10123


Attention:
      Chief Executive Officer




9





Any
      Party
      may change the address to which notices, requests, demands, claims, and other
      communications hereunder are to be delivered by giving the other Parties notice
      in the manner herein set forth.





Section
      4.5.  Amendments
      and Waivers .
      No
      amendment of any provision of this Agreement shall be valid unless the same
      shall be in writing and signed by the Parties. No waiver by any Party of any
      default, misrepresentation, or breach of warranty or covenant hereunder, whether
      intentional or not, shall be deemed to extend to any prior or subsequent
      default, misrepresentation, or breach of warranty or covenant hereunder or
      affect in any way any rights arising by virtue of any prior or subsequent such
      occurrence.





Section
      4.6.  Headings .
      The
      section headings contained in this Agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of this
      Agreement.





Section
      4.7.  Successors
      and Assigns .
      This
      Agreement shall be binding upon and inure to the benefit of the Parties named
      herein and their respective successors and permitted assigns. No Party may
      assign either this Agreement or any of his or its rights, interests, or
      obligations hereunder without the prior written approval of the other; provided,
      however, that the Company may (i) assign any or all of its rights and interests
      hereunder to one or more of its affiliates, or (ii) designate one or more of
      its
      affiliates to perform its obligations hereunder (in any or all of which cases
      the Company nonetheless shall remain responsible for the performance of all
      of
      its obligations hereunder).





Section
      4.8.  No
      Third Party Beneficiaries .
      This
      Agreement shall not confer any rights or remedies upon any individual,
      partnership, corporation, limited liability company, association, joint stock
      company, trust, joint venture, unincorporated organization, governmental entity
      (or any department, agency, or political subdivision thereof) or any other
      entity, other than the Parties, MCR, AMBI their affiliates and their respective
      successors and permitted assigns.





Section
      4.9.  Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the domestic
      laws of the State of Delaware without giving effect to any choice or conflict
      of
      law provision or rule (whether of the State of Delaware or any other
      jurisdiction) that would cause the application of the laws of any jurisdiction
      other than the State of Delaware.





Section
      4.10.  Counterparts .
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which together will constitute one and the same
      instrument.





Section
      4.11.  Severability .
      Any
      term or provision of this Agreement that is invalid or unenforceable in any
      situation in any jurisdiction shall not affect the validity or enforceability
      of
      the remaining terms and provisions hereof or the validity or enforceability
      of
      the offending term or provision in any other situation or in any other
      jurisdiction.




10





Section
      4.12.  Certain
      Interpretive Matters and Definitions .





(i)  Unless
      the context of this Agreement otherwise requires, (A) the terms “hereof,”
“herein,” “hereby” and derivative or similar words refer to this entire
      Agreement and not to any particular provision of this Agreement; and (B) the
      term “Section” without any reference to a specified document refer to the
      specified Section of this Agreement.




(ii)  The
      words
“including,” “include” and “includes” are not exclusive and shall be deemed to
      be followed by the words “without limitation”; if exclusion is intended, the
      word “comprising” is used instead.




(iii)  The
      word
“or” shall be construed to mean “and/or” unless the context clearly prohibits
      that construction.




(iv)  Any
      reference to any federal, state, local, provincial or foreign statute or law,
      including any one or more sections thereof, shall be deemed also to refer to,
      unless the context requires otherwise, all rules and regulations promulgated
      thereunder, including Treasury Regulations.




(v)  Any
      representation or warranty contained herein as to the enforceability of a
      contract, including this Agreement, shall be subject to the effect of any
      bankruptcy, insolvency, reorganization, moratorium or other similar law
      affecting the enforcement of creditors’ rights generally and to general
      equitable principles (regardless of whether such enforceability is considered
      in
      a proceeding in equity or at law).




(vi)  The
      Parties have participated jointly in the negotiation and drafting of this
      Agreement. If an ambiguity or question of intent or interpretation arises,
      this
      Agreement shall be construed as if drafted jointly by the Parties and no
      presumption or burden of proof shall arise favoring or disfavoring any Party
      by
      virtue of the authorship of any of the provisions hereof.




**[Signature
      Page Next]**




11




IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first above written.




NEURO-HITECH,
              INC.By:
            /s/ David
              Barrett/s/
              David AmbroseDavid
              AmbroseTG UNITED PHARMACEUTICALS,
              INC.By:
            /s/
              David Ambrose




MCR
      American Pharmaceuticals, Inc. and AMBI Pharmaceuticals, Inc. hereby acknowledge
      and agree to Section 1.1 of the foregoing Agreement.




MCR
                AMERICAN
                PHARMACEUTICALS, INC.By:
              /s/ David
                BarrettAMBI PHARMACEUTICALS, INC.By:
              /s/
                David Barrett