**NEURO-HITECH,
        INC.**
 
 **SERIES
        B CONVERTIBLE PREFERRED STOCK**
 **CERTIFICATE
        OF DESIGNATION**
 **_________________________**
 
 Pursuant
        to Section 151 of the
 General
        Corporation Law of the State of Delaware
 **_________________________**
 
 
 Neuro-Hitech,
        Inc. (the **“** **Corporation** **”** ),
        a
        corporation organized and existing under the General Corporation Law of the
        State of Delaware, does hereby certify that pursuant to the authority vested
        in
        the Board of Directors of the Corporation by its Certificate of Incorporation
        and pursuant to the provisions of Section 151 of the General Corporation
        Law of
        the State of Delaware, said Board of Directors, by unanimous written consent,
        adopted the following resolution, which resolution remains in full force
        and
        effect as of the date hereof:
  **RESOLVED** ,
        that
        pursuant to the authority vested in the Board of Directors of the Corporation
        (the **“** **Board
        of Directors** **”** )
        by its
        certificate of incorporation hereinafter referred to as the **“** **Certificate
        of Incorporation** **”** ),
        the
        Board of Directors does hereby create, authorize and provide for the issuance
        of
        Series B Convertible Preferred Stock, par value $0.001 per share, consisting
        of
        1,397,463 shares, having the following designations, preferences and relative
        and other special rights, qualifications, limitations and
        restrictions:
  **1.**  **Designation** **.** The
        designation of such series is “Series B Convertible Preferred Stock”
(hereinafter in this Certificate of Designation called the **“** **Series
        B Preferred** **”** )
        and the
        number of shares constituting such series shall be 1,397,463.
  The
        Series B Preferred shall have the following rights, preferences, powers,
        privileges and restrictions, qualifications and limitations.
  **2.**  **Dividend
        Rights of Series B Preferred.** The
        Corporation shall not declare, pay or set aside any dividends on shares of
        any
        other class or series of capital stock of the Corporation (other than dividends
        on shares of Common Stock payable in shares of Common Stock )
        unless
        (in addition to the obtaining of any consents required elsewhere in the
        Certificate of Incorporation) the holders of the Series B Preferred then
        outstanding shall first receive, or simultaneously receive, a dividend on
        each
        outstanding share of Series B Preferred in an amount at least equal to (i)
        in
        the case of a dividend on Common Stock or any class or series that is
        convertible into Common Stock, that dividend per share of Series B Preferred
        as
        would equal the product of (A) the dividend payable on each share of such
        class
        or series determined, if applicable, as if all shares of such class or series
        had been converted into Common Stock and (B) the number of shares of Common
        Stock issuable upon conversion of a share of Series B Preferred, in each
        case
        calculated on the record date for determination of holders entitled to receive
        such dividend or (ii) in the case of a dividend on any class or series that
        is
        not convertible into Common Stock, at a rate per share of Series B Preferred
        determined by (A) dividing the amount of the dividend payable on each share
        of
        such class or series of capital stock by the original issuance price of such
        class or series of capital stock (subject to appropriate adjustment in the
        event
        of any stock dividend, stock split, combination or other similar
        recapitalization with
        respect to **** such class
        or
        series )
        and (B)
        multiplying such fraction by an amount equal to the Series B Original Issue
        Price (as defined below); provided that, if the Corporation declares, pays
        or
        sets aside, on the same date, a dividend on shares of more than one class
        or
        series of capital stock of the Corporation, the dividend payable to the holders
        of Series B Preferred pursuant to this Section 2 shall be calculated based
        upon
        the dividend on the class or series of capital stock that would result in
        the
        highest Series B Preferred dividend. The “Series B Original Issue Price” shall
        mean $ 0.90
        per
        share, subject to appropriate adjustment in the event of any stock dividend,
        stock split, combination or other similar recapitalization with respect to
        the
        Series B Preferred.
  
  **3.**  **Liquidation
        Preference** .
  3.1  Payments
        to Holders of Series B Preferred .
        In the
        event of any voluntary or involuntary liquidation, dissolution or winding
        up of
        the Corporation, the holders of shares of Series B Preferred then outstanding
        shall be entitled to be paid out of the assets of the Corporation available
        for
        distribution to its stockholders before any payment shall be made to the
        holders
        of Common Stock by reason of their ownership thereof but after payment is
        made
        to the holders of Series A Preferred Stock, an amount per share equal to
        $0.01
        per share for each share of Series B Preferred. If upon any such liquidation,
        dissolution or winding up of the Corporation, the assets of the Corporation
        available for distribution to its stockholders shall be insufficient to pay
        the
        holders of shares of Series B Preferred the full
        amount to which they shall be entitled under this Subsection
        3.1 ,
        the
        holders of shares of Series B Preferred shall
        share ratably in any distribution of the assets available for distribution
        in
        proportion to the respective amounts which would otherwise be payable in
        respect
        of the shares held by them upon such distribution if all amounts payable
        on or
        with respect to such shares were paid in full.
  3.2  Distribution
        of Remaining Assets .
        In the
        event of any voluntary or involuntary liquidation, dissolution or winding
        up of
        the Corporation, after the payment of all preferential amounts required to
        be
        paid to the holders of shares of Series A Preferred Stock and Series B Preferred
        and any other outstanding class or series of preferred stock, the remaining
        assets of the Corporation available for distribution to its stockholders
        shall
        be distributed among the holders of shares of Series B Preferred and Common
        Stock, pro rata based on the number of shares held by each such holder, treating
        for this purpose all such securities as if they had been converted to Common
        Stock pursuant to the terms of the Certificate of Incorporation immediately
        prior to such dissolution, liquidation or winding up of the Corporation.
        The
        aggregate amount which a holder of a share of Series B Preferred is entitled
        to
        receive under Subsections 3.1 and 3.2 is hereinafter referred to as the “Series
        B Liquidation Amount.”
  3.3  Deemed
        Liquidation Events .
  3.3.1  Definition .
        Each of
        the following events shall be considered a “ **Deemed
        Liquidation Event** ”
unless
        the holders of at least a majority of the outstanding shares of Series B
        Preferred elect otherwise by written notice sent to the Corporation at least
        10
        days prior to the effective date of any such event:
  (a)  a
        merger
        or consolidation in which
  (i)
              the
                  Corporation is a constituent party;
                  or
  (ii)
              a
                  subsidiary of the Corporation is a constituent party and the Corporation
                  issues shares of its capital stock pursuant to such merger or
                  consolidation,
  2
  except
        any such merger or consolidation involving the Corporation or a subsidiary
        in
        which the shares of capital stock of the Corporation outstanding immediately
        prior to such merger or consolidation continue to represent, or are converted
        into or exchanged for shares of capital stock that represent, immediately
        following such merger or consolidation, at least a majority, by voting power,
        of
        the capital stock of (1) the surviving or resulting corporation or (2) if
        the surviving or resulting corporation is a wholly owned subsidiary of another
        corporation immediately following such merger or consolidation, the parent
        corporation of such surviving or resulting corporation ( provided  that ,
        for the
        purpose of this Subsection
        3.3.1 ,
        all
        shares of Common Stock issuable upon exercise of Options (as defined below)
        outstanding immediately prior to such merger or consolidation or upon conversion
        of Convertible Securities (as defined below) outstanding immediately prior
        to
        such merger or consolidation shall be deemed to be outstanding immediately
        prior
        to such merger or consolidation and, if applicable, converted or exchanged
        in
        such merger or consolidation on the same terms as the actual outstanding
        shares
        of Common Stock are converted or exchanged); or
  (b)  the
        sale,
        lease, transfer, exclusive license or other disposition, in a single transaction
        or series of related transactions, by the Corporation or any subsidiary of
        the
        Corporation of all or substantially all the assets of the Corporation and
        its
        subsidiaries taken as a whole, or the sale or disposition (whether by merger
        or
        otherwise) of one or more subsidiaries of the Corporation if substantially
        all
        of the assets of the Corporation and its subsidiaries taken as a whole are
        held
        by such subsidiary or subsidiaries, except where such sale, lease, transfer,
        exclusive license or other disposition is to a wholly owned subsidiary of
        the
        Corporation.
  3.3.2  Effecting
        a Deemed Liquidation Event .
  (a)  The
        Corporation shall not have the power to effect a Deemed Liquidation Event
        referred to in Subsection
        3.3.1(a)(i)  unless
        the agreement or plan of merger or consolidation for such transaction (the
        “ **Merger
        Agreement** ”)
        provides that the consideration payable to the stockholders of the Corporation
        shall be allocated among the holders of capital stock of the Corporation
        in
        accordance with Subsections
        3.1 and 3.2 .
  (b)  In
        the
        event of a Deemed Liquidation Event referred to in Subsection
        3.3.1(a)(ii) or 3.3.1(b) ,
        if the
        Corporation does not effect a dissolution of the Corporation under the General
        Corporation Law within 90 days after such Deemed Liquidation Event, then
        (i) the
        Corporation shall send a written notice to each holder of Series B Preferred
        no
        later than the 90th day after the Deemed Liquidation Event advising such
        holders
        of their right (and the requirements to be met to secure such right) pursuant
        to
        the terms of the following clause
        (ii) to
        require the redemption of such shares of Series B Preferred, and (ii) if
        the
        holders of at least a majority of the then outstanding shares of Series B
        Preferred so request in a written instrument delivered to the Corporation
        not
        later than 120 days after such Deemed Liquidation Event, the Corporation
        shall
        use the consideration received by the Corporation for such Deemed Liquidation
        Event (net of any retained liabilities associated with the assets sold, as
        determined in good faith by the Board of Directors of the
        Corporation) ,
        together with any other assets of the Corporation available for distribution
        to
        its stockholders (the **“** **Available** **Proceeds** ”),
        to
        the extent legally available therefor, on the 150th day after such Deemed
        Liquidation Event, to redeem all outstanding shares of Series B Preferred
        at a
        price per share equal to the Series B Liquidation Amount. Notwithstanding
        the
        foregoing, in the event of a redemption pursuant to the preceding sentence,
        if
        the Available Proceeds
        are not sufficient to redeem all outstanding shares of Series B
        Preferred,  the
        Corporation shall redeem a pro rata portion of each holder’s shares of Series B
        Preferred to
        the
        fullest extent of such Available Proceeds ,
        based
        on the respective amounts which would otherwise be payable in respect of
        the
        shares to be redeemed if the Available
        Proceeds were
        sufficient to redeem all such shares, and shall redeem the remaining shares
        to
        have been redeemed as soon as practicable after the Corporation has funds
        legally available therefor. Prior
        to
        the distribution or redemption provided for in this Subsection
        3.3.2(b) ,
        the
        Corporation shall not expend or dissipate the consideration received for
        such
        Deemed Liquidation Event, except to discharge expenses incurred in connection
        with such Deemed Liquidation Event or in the ordinary course of
        business.
  3
  3.3.3  Amount
        Deemed Paid or Distributed . If
        the
        amount deemed paid or distributed under this Subsection
        3.3.3 is made
        in property other than in cash, the value of such distribution shall be the
        fair
        market value of such property, determined as follows:
  (a)  For
        securities not subject to investment letters or other similar restrictions
        on
        free marketability,
  (i)  if
        traded
        on a securities exchange or the NASDAQ Global Market, NASDAQ Global Select
        Market or NASDAQ Capital Market, the value shall be deemed to be the average
        of
        the closing prices of the securities on such exchange or market over the
        30-period ending three days prior to the closing of such
        transaction;
  (ii)  if
        actively traded over-the-counter, the value shall be deemed to be the average
        of
        the closing bid prices over the 30-day period ending three days prior to
        the
        closing of such transaction; or
  (iii)  if
        there
        is no active public market, the value shall be the fair market value thereof,
        as
        determined in good faith by the Board of Directors of the
        Corporation.
  (b)  The
        method of valuation of securities subject to investment letters or other
        similar
        restrictions on free marketability (other than restrictions arising solely
        by
        virtue of a stockholder’s status as an affiliate or former affiliate) shall take
        into account an appropriate discount (as determined in good faith by the
        Board
        of Directors of the Corporation) from the market value as determined pursuant
        to
        clause (a) above so as to reflect the approximate fair market value
        thereof.
  **4.** **Voting
        Rights.** On
        any
        matter presented to the stockholders of the Corporation for their action
        or
        consideration at any meeting of stockholders of the Corporation (or by written
        consent of stockholders in lieu of meeting), each holder of outstanding shares
        of Series B Preferred shall be entitled to cast the number of votes equal
        to the
        number of whole shares of Common Stock into which the shares of Series B
        Preferred held by such holder are convertible as of the record date for
        determining stockholders entitled to vote on such matter. Except as provided
        by
        law or by the other provisions of the Certificate of Incorporation, holders
        of
        Series B Preferred shall vote together with the holders of Common
        Stock as a
        single class.
  5.  Mandatory
        Conversion . The
        shares of the Series B Preferred shall be automatically converted as follows
        (the “ **Conversion
        Rights** ”):
  5.1  Automatic
        Conversion . Upon
        the
        effectiveness of an amendment to the Certificate of Incorporation increasing
        the
        authorized but unissued shares of Common Stock to such number as will be
        sufficient to permit the conversion in full of the Series B Preferred, each
        share of Series B Preferred shall be convertible automatically, without the
        payment of additional consideration by the holder thereof, into such number
        of
        fully paid and nonassessable shares of Common Stock as is determined by dividing
        the Series B Original Issue Price by the Series B Conversion Price (as defined
        below) in effect at the time of conversion. The “ **Series
        B Conversion Price** ”
shall
        initially be equal to $0.09. Such
        initial Series B Conversion Price, and the rate at which shares of Series
        B
        Preferred may be converted into shares of Common Stock, shall be subject
        to
        adjustment as provided below.
  4
  5.2  Fractional
        Shares .
        No
        fractional shares of Common Stock shall be issued upon conversion of the
        Series
        B Preferred. In lieu of any fractional shares to which the holder would
        otherwise be entitled, the Corporation shall pay cash equal to such fraction
        multiplied by the fair market value of a share of Common Stock as determined
        in
        good faith by the Board of Directors of the Corporation. Whether or not
        fractional shares would be issuable upon such conversion shall be determined
        on
        the basis of the total number of shares of Series B Preferred the holder
        is at
        the time converting into Common Stock and the aggregate number of shares
        of
        Common Stock issuable upon such conversion.
  5.3  Mechanics
        of Conversion .
  5.3.1  Procedural
        Requirements .
        All
        holders of record of shares of Series B Preferred shall be sent written notice
        of the time and the place designated for mandatory conversion of all such
        shares
        of Series B Preferred pursuant to this Section
        5 .
        Such
        notice need not be sent in advance of the occurrence of the mandatory
        conversion. Upon receipt of such notice, each holder of shares of Series
        B
        Preferred shall surrender his, her or its certificate or certificates for
        all
        such shares (or, if such holder alleges that such certificate has been lost,
        stolen or destroyed, a lost certificate affidavit and agreement reasonably
        acceptable to the Corporation to indemnify the Corporation against any claim
        that may be made against the Corporation on account of the alleged loss,
        theft
        or destruction of such certificate) to the Corporation at the place designated
        in such notice. If so required by the Corporation, certificates surrendered
        for
        conversion shall be endorsed or accompanied by written instrument or instruments
        of transfer, in form satisfactory to the Corporation, duly executed by the
        registered holder or by his, her or its attorney duly authorized in writing.
        All
        rights with respect to the Series B Preferred converted pursuant to Section 5.1 ,
        including the rights, if any, to receive notices and vote (other than as
        a
        holder of Common Stock), will terminate immediately following the mandatory
        conversion (notwithstanding the failure of the holder or holders thereof
        to
        surrender the certificates at or prior to such time), except only the rights
        of
        the holders thereof, upon surrender of their certificate or certificates
        (or
        lost certificate affidavit and agreement) therefor, to receive the items
        provided for in the next sentence of this Subsection
        5.3 .
        As soon
        as practicable after the mandatory conversion and the surrender of the
        certificate or certificates (or lost certificate affidavit and agreement)
        for
        Series B Preferred, the Corporation shall issue and deliver to such holder,
        or
        to his, her or its nominees, a certificate or certificates for the number
        of
        full shares of Common Stock issuable on such conversion in accordance with
        the
        provisions hereof, together with cash as provided in Subsection
        5.2 in lieu
        of any fraction of a share of Common Stock otherwise issuable upon such
        conversion and the payment of any declared but unpaid dividends on the shares
        of
        Series B Preferred converted. Such converted Series B Preferred shall be
        retired
        and cancelled and may not be reissued as shares of such series, and the
        Corporation may thereafter take such appropriate action (without the need
        for
        stockholder action) as may be necessary to reduce the authorized number of
        shares of Series B Preferred accordingly. Upon any such conversion, no
        adjustment to the Series B Conversion Price shall be made for any declared
        but
        unpaid dividends on the Series B Preferred surrendered for conversion or
        on the
        Common Stock delivered upon conversion.
  5.3.2  Reservation
        of Shares .
        The
        Corporation shall take such corporate action as may be necessary to increase
        its
        authorized but unissued shares of Common Stock to such number of shares as
        shall
        be sufficient for the purpose of effecting the conversion of the Series B
        Preferred, including, without limitation, engaging in reasonable best efforts
        to
        obtain the requisite stockholder approval of any necessary amendment to the
        Certificate of Incorporation.
  5
  5.4  Adjustment
        for Stock Splits and Combinations . If the
        Corporation shall at any time or from time to time after the date on which
        the
        first shares of Series B Preferred were issued (The “ **Series
        B Original Issue Date** ”)
        effect
        a subdivision of the outstanding Common Stock, the Series B Conversion Price
        in
        effect immediately before that subdivision shall be proportionately decreased
        so
        that the number of shares of Common Stock issuable on conversion of each
        share
        of such series shall be increased in proportion to such increase in the
        aggregate number of shares of Common Stock outstanding. If the Corporation
        shall
        at any time or from time to time after the Series B Original Issue Date combine
        the outstanding shares of Common Stock, the Series B Conversion Price in
        effect
        immediately before the combination shall be proportionately increased so
        that
        the number of shares of Common Stock issuable on conversion of each share
        of
        such series shall be decreased in proportion to such decrease in the aggregate
        number of shares of Common Stock outstanding. Any adjustment under this
        subsection shall become effective at the close of business on the date the
        subdivision or combination becomes effective.
  5.5  Adjustment
        for Certain Dividends and Distributions .
        In the
        event the Corporation at any time or from time to time after the Series B
        Original Issue Date shall make or issue, or fix a record date for the
        determination of holders of Common Stock entitled to receive, a dividend
        or
        other distribution payable on the Common Stock in additional shares of Common
        Stock, then and in each such event the Series B Conversion Price in effect
        immediately before such event shall be decreased as of the time of such issuance
        or, in the event such a record date shall have been fixed, as of the close
        of
        business on such record date, by multiplying the Series B Conversion Price
        then
        in effect by a fraction:
  (1)
              the
                  numerator of which shall be the total number of shares of Common
                  Stock
                  issued and outstanding immediately prior to the time of such issuance
                  or
                  the close of business on such record date,
                  and
  (2)
              the
                  denominator of which shall be the total number of shares of Common
                  Stock
                  issued and outstanding immediately prior to the time of such issuance
                  or
                  the close of business on such record date plus the number of shares
                  of
                  Common Stock issuable in payment of such dividend or
                  distribution.
  Notwithstanding
        the foregoing, (a) if such record date shall have been fixed and such dividend
        is not fully paid or if such distribution is not fully made on the date fixed
        therefor, the Series B Conversion Price shall be recomputed accordingly as
        of
        the close of business on such record date and thereafter the Series B Conversion
        Price shall be adjusted pursuant to this subsection as of the time of actual
        payment of such dividends or distributions; and (b) that no such adjustment
        shall be made if the holders of Series B Preferred simultaneously receive
        a
        dividend or other distribution of shares of Common Stock in a number equal
        to
        the number of shares of Common Stock as they would have received if all
        outstanding shares of Series B Preferred had been converted into Common Stock
        on
        the date of such event.
  5.6  Adjustments
        for Other Dividends and Distributions .
        In the
        event the Corporation at any time or from time to time after the Series B
        Original Issue Date shall make or issue, or fix a record date for the
        determination of holders of Common Stock entitled to receive, a dividend
        or
        other distribution payable in securities of the Corporation (other than a
        distribution of shares of Common Stock in respect of outstanding shares of
        Common Stock) or in other property and the provisions of Section
        2 do not
        apply to such dividend or distribution, then and in each such event the holders
        of Series B Preferred shall receive, simultaneously with the distribution
        to the
        holders of Common Stock, a dividend or other distribution of such securities
        or
        other property in an amount equal to the amount of such securities or other
        property as they would have received if all outstanding shares of Series
        B
        Preferred had been converted into Common Stock on the date of such
        event.
  6
  5.7  Adjustment
        for Merger or Reorganization, etc .
        Subject
        to the provisions of Subsection
        3.3 ,
        if
        there shall occur any reorganization, recapitalization, reclassification,
        consolidation or merger involving the Corporation in which the Common Stock
        (but
        not the Series B Preferred) is converted into or exchanged for securities,
        cash
        or other property (other than a transaction covered by Subsections
        5.4 , 5.5 or 5.6 ),
        then,
        following any such reorganization, recapitalization, reclassification,
        consolidation or merger, each share of Series B Preferred shall thereafter
        be
        convertible in lieu of the Common Stock into which it was convertible prior
        to
        such event into the kind and amount of securities, cash or other property
        which
        a holder of the number of shares of Common Stock of the Corporation issuable
        upon conversion of one share of Series B Preferred immediately prior to such
        reorganization, recapitalization, reclassification, consolidation or merger
        would have been entitled to receive pursuant to such transaction; and, in
        such
        case, appropriate adjustment (as determined in good faith by the Board of
        Directors of the Corporation) shall be made in the application of the provisions
        in this Section
        5 with
        respect to the rights and interests thereafter of the holders of the Series
        B
        Preferred, to the end that the provisions set forth in this Section
        5 (including provisions with respect to changes in and other adjustments of
        the
        Series B Conversion Price) shall thereafter be applicable, as nearly as
        reasonably may be, in relation to any securities or other property thereafter
        deliverable upon the conversion of the Series B Preferred.
  5.8  Certificate
        as to Adjustments .
        Upon
        the occurrence of each adjustment or readjustment of the Series B Conversion
        Price pursuant to this Section
        5 ,
        the
        Corporation at its expense shall, as promptly as reasonably practicable but
        in
        any event not later than 10 days thereafter, compute such adjustment or
        readjustment in accordance with the terms hereof and furnish to each holder
        of
        Series B Preferred a certificate setting forth such adjustment or readjustment
        (including the kind and amount of securities, cash or other property into
        which
        the Series B Preferred is convertible) and showing in detail the facts upon
        which such adjustment or readjustment is based. The Corporation shall, as
        promptly as reasonably practicable after the written request at any time
        of any
        holder of Series B Preferred (but in any event not later than 10 days
        thereafter), furnish or cause to be furnished to such holder a certificate
        setting forth (i) the Series B Conversion Price then in effect, and (ii)
        the
        number of shares of Common Stock and the amount, if any, of other securities,
        cash or property which then would be received upon the conversion of Series
        B
        Preferred.
  5.9  Notice
        of Record Date .
        In the
        event:
  (a)  the
        Corporation shall take a record of the holders of its Common Stock (or other
        capital stock or securities at the time issuable upon conversion of the Series
        B
        Preferred) for the purpose of entitling or enabling them to receive any dividend
        or other distribution, or to receive any right to subscribe for or purchase
        any
        shares of capital stock of any class or any other securities, or to receive
        any
        other security; or
  (b)  of
        any
        capital reorganization of the Corporation, any reclassification of the Common
        Stock of the Corporation, or any Deemed Liquidation Event; or
  7
  (c)  of
        the
        voluntary or involuntary dissolution, liquidation or winding-up of the
        Corporation,
  then,
        and
        in each such case, the Corporation will send or cause to be sent to the holders
        of the Series B Preferred a notice specifying, as the case may be, (i) the
        record date for such dividend, distribution or right, and the amount and
        character of such dividend, distribution or right, or (ii) the effective
        date on
        which such reorganization, reclassification, consolidation, merger, transfer,
        dissolution, liquidation or winding-up is proposed to take place, and the
        time,
        if any is to be fixed, as of which the holders of record of Common Stock
        (or
        such other capital stock or securities at the time issuable upon the conversion
        of the Series B Preferred) shall be entitled to exchange their shares of
        Common
        Stock (or such other capital stock or securities) for securities or other
        property deliverable upon such reorganization, reclassification, consolidation,
        merger, transfer, dissolution, liquidation or winding-up, and the amount
        per
        share and character of such exchange applicable to the Series B Preferred
        and
        the Common Stock. Such notice shall be sent at least 10 days prior to the
        record
        date or effective date for the event specified in such notice.
  **6.**  **Amendments;
        Waiver** .
        Any
        provision of these terms of the Series B Preferred may be amended, modified
        or
        waived if and only if the holders of a majority of the Series B Preferred
        then
        outstanding has consented in writing or by an affirmative vote to such
        amendment, modification or waiver of any such provision of this Certificate
        of
        Designation.
  **7.** **Redeemed
        or Otherwise Acquired Shares** .
        Any
        shares of Series B Preferred Stock that are
        redeemed or otherwise acquired by the Corporation or any of its subsidiaries
        shall be automatically and immediately cancelled and retired and shall not
        be
        reissued, sold or transferred. Neither the Corporation nor any of its
        subsidiaries may exercise any voting or other rights granted to the holders
        of
        Series B Preferred Stock following redemption.
  8
 **IN
        WITNESS WHEREOF** ,
        the
        Corporation has caused this Certificate to be signed by its Chief Financial
        Officer, on November 18, 2008.
  NEURO-HITECH,
                INC.By:
              /s/ David
                BarrettName:
                  David Barrett
                Title:
                  Chief Financial Officer
  9