DEVELOPMENT
        AGREEMENT

      


      Made
        and
        entered into on the ____ day
        of
        January 31, 2006

      


      Between
        -

      


      Neuro-Hitech
        Pharmaceuticals, Inc.

      Formerly:
        Marco Hi-Tech JV Ltd

      of
        369
        One Penn Plaza

      New
        York.
        NY 10019

      (hereinafter
        called "Hi-Tech")


      


      and


      


      Org
        Syn Laboratory, Inc.

      Of
        2201
        West Campbell Park Drive,

      Chicago,
        Illinois 60612

      (hereinafter
        called "OrgSyn")

      


      SUBJECT

      


      Hi-Tech
        agrees to engage OrgSyn Laboratory, Inc. for the development of
        Synthetic Huperzine
        A (hereinafter referred to as "the Product") for
        the
        US and Wordwide market
        (hereinafter referred to as the "Hi-Tech Territory"). Org-syn
        agrees to develop the Product exclusively for Hi-Tech.

      


      
        	
                1.

              	
                COMPENSATION

              


      

      


      
        	 	
                1.1.

              	
                In
                  return for the development work specified in Attachment A, Hi-Tech
                  agrees
                  to pay fees in
                  US Dollars as per the Summary Table of Attachment A. It
                  is agreed and understood by both
                  sides that this agreement covers execution of work specified in
                  the scope of work (see
                  Attachment A).

              


      

      


      Orgsyn
        will raise an invoice for the amount due in accordance with
        Summary Table upon receipt
        of Deliverables and Hi-Tech shall make the payment of the said invoice
        amount within 45
        days
        from the date of invoice as per the details mentioned in the said
        invoice. All above payments
        will be exclusive of taxes.

      


      Per
        summery table, start-up funds will be invoiced immediately upon signatures
        of
        the
        present development
        agreement. Work will commence upon payment of the invoice
        for the start-up funds.

      


      
        	
                2.

              	
                DUTIES
                  OF
                  ORGSYN

              


      

      


      
        	 	
                2.1

              	
                OrgSyn
                  shall be responsible for managing the development work and performing
                  all activities
                  necessary to provide Hi-Tech with all the information it
                  requires to file the Chemistry
                  Manufacturing and Controls (CMC) Section of an NDA for the Product
                  with the
                  FDA. Orgsyn will address all questions and deficiencies related
                  to
                  its part in the CMC
                  section of the NDA within a reasonable
                  time.

              


      

       

      The
        duties of ORGSYN shall include:

      


      
        	 	
                2.2

              	
                Synthetic
                  process of Huperzine A shall be developed by Orgsyn as per the
                  scope
                  of work outlined in Attachment A
                  provided.

              


      

      


      
        	 	
                2.3

              	
                Source
                  raw materials for the product.

              


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      
        	 	
                2.4

              	
                Establish
                  specifications and test methods for the raw materials. For pharmacopeal
                  monographs
                  materials, the USP monograph should be used, and other tests should
                  be
                  included as appropriate. All non-pharmacopeal substances must have
                  a
                  current active
                  DMF within the FDA and the DMF specifications are to be used. For
                  the API
                  and
                  related substances the assay should be validated by the
                  OrgSyn.

              


      

      


      
        	 	
                2.5

              	
                Manage
                  and supervise the production of scale up batches of the
                  Product.

              


      

      


      
        	 	
                2.6

              	
                During
                  the development period, prepare and submit to Hi-Tech monthly progress
                  reports, based on an mutually agreed
                  schedule.

              


      

      


      
        	 	
                2.7

              	
                Assemble
                  all relevant chemistry manufacturing and controls data (except
                  for those
                  directly related to the submission batches that will be produced
                  by
                  Hi-Tech) necessary for the
                  submission.

              


      

      


      
        	 	
                2.8

              	
                Provide
                  CMC section of the pharmaceutical development report for submission
                  purposes.

              


      

      


      
        	 	
                2.9

              	
                Provide
                  in a timely manner responses to all US FDA issues, questions and
                  comments
                  following screening and/or review of chemistry manufacturing data
                  including additional tests or development work that will be
                  requested.

              


      

      


      
        	 	
                2.10

              	
                Validate
                  all analytical methods that require validation. These methods include
                  all
                  assay tests for the active and its related
                  substances.

              


      

      


      
        	 	
                2.11

              	
                OrgSyn
                  will be responsible for the purity of chemicals used in the
                  synthesis.

              


      

      


      
        	 	
                2.12

              	
                If
                  required, OrgSyn will work with outside analytical lab to develop
                  validayed analytical methods such as HPLC, OrgSyn will use the
                  method and,
                  in turn, determine whether our drug substance meets the purity
                  criteria,
                  and then OrgSyn submits the drug substance to the analytical laboratory
                  for an independent confirmation of the purity and then
                  releases.

              


      

      


      
        	
                3.

              	
                COORDINATION

              


      

      


      Orgsyn
        and Hi-Tech shall appoint co-ordination committee for smooth working of the
        development
        project and to monitor development work at every stage. The said committee
        shall periodically inspect the report of the development, identify problems
        and
        deficiencies, if any, and rectify the said defects or deficiencies at every
        stage.

      


      
        	
                4.

              	
                TERMS
                  AND TERMINATION

              


      

      


      
        	 	
                4.1

              	
                This
                  Agreement shall continue in effect until the end of the development
                  program, unless terminated earlier pursuant to this
                  Section.

              


      

      


      
        	 	
                4.2

              	
                Either
                  party shall have the right to terminate this Agreement immediately
                  upon
                  written notice to the other party if: (i) a petition is filed by
                  or
                  against the other party in bankruptcy, for the appointment of a
                  receiver,
                  or in reorganization under the provisions of any applicable bankruptcy
                  law; or (ii) the other party makes any assignment for the benefit
                  of
                  creditors.

              


      

      


      
        	 	
                4.3

              	
                Either
                  party shall have the right to terminate this Agreement immediately
                  upon
                  written notice to the other party if the other party is in material
                  breach
                  of any of the terms of this agreement and fails to remedy such
                  breach
                  within ninety days after written notice of such
                  breach.

              


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      
        	 	
                4.4

              	
                Hi-Tech
                  shall have the right to terminate this Agreement upon written notice
                  to
                  Org-Syn
                  if OrgSyn fails to achieve any Milestone as set up in Attachment
                  A within
                  60 days
                  of
                  the deadlines above or on mutually agreed upon time
                  lines.

              


      

      


      
        	
                5.

              	
                PROPRIETORY
                  RIGHT TO DEVELOPMENT DATA

              


      

      


      
        	 	
                5.1

              	
                Hi-Tech
                  will have ownership rights in the Hi-Tech Territory to the data
                  generated
                  by OrgSyn. OrgSyn agrees to assist in obtaining patents for Hi-Tech
                  for
                  the data generated
                  by OrgSyn.

              


      

      


      
        	
                6.

              	
                CONFIDENTIALITY

              


      

      


      Each
        party will hold proprietary information and will not, without the prior written
        consent
        of the other (or as expressly provided for in this Agreement), use or disclose
        it
        in
        whole or in part to any Person other than for the purposes set forth in this
        Agreement
        for a period ending five (5) years following expiration or termination of
        this
Agreement.
        Each party will be entitled to disclose any such Confidential Information
        to
        such
        of its Affiliates, professional advisers, directors, managers, officers and
        employees
        who are directly concerned with this Agreement and its implementation
and
        whose
        knowledge of such information in the opinion of the disclosing party is
necessary
        for these purposes. Each party will use its reasonable efforts to ensure
        that
        each
        individual to whom such a disclosure is made adheres to the terms of this
        undertaking
        as if he or she were a party hereto. Each party may disclose such Confidential
        Information to the extent such disclosure is required by law; provided,
        however,
        that
        the
        disclosing party shall (to the extent permitted) give the other party prior
        notice of such required disclosure and cooperate with such other party in
        order
that
        such
        other party may seek a protective order or relief to prevent or limit the
        Confidential
        Information required to be disclosed; provided,
        further, that
        the
        disclosing party
        shall only disclose that portion of the Confidential Information that such
        party
        is advised
        by its legal counsel is required to be disclosed by law and shall seek
assurances
        that such Confidential Information will be maintained in confidentiality
        by the
        receiving party. For purposes of this Agreement, the existence of this Agreement
        and
        its
        terms and conditions shall deemed Confidential Information of each
        Party.

      


      
        	
                7.

              	
                REPRESENTATIONS
                  AND WARANTIES

              


      

      


      
        	 	
                7.1

              	
                Mutual
                  Representations and Warranties of Hi-Tech and
                  UNIQUE

              


      

      


      Each
        of
        Hi-Tech and OrgSyn hereby represents and warrants to the other party as
follows:

      


      
        	 	
                (a)

              	
                Organization.   Such
                  party is duly organized, validly existing and in good standing
                  under the laws of the jurisdiction of incorporation or organization.
                  Such
                  party has the requisite legal and corporate power and authority
                  to
                  conduct
                  its business as presently being conducted and as proposed to be
                  conducted
                  by it and is duly qualified to do business in those jurisdictions
                  where
                  its ownership of property or the conduct of its business
                  requires.

              


      

      


      
        	 	
                (b)

              	
                Authority.   Such
                  party has all requisite legal and corporate power and authority
                  to enter into this Agreement and to perform the services contemplated
                  hereunder (including, in the case of Hi-Tech, the manufacture of
                  the Product). All corporate actions on the part of such party,
                  the boards
                  of director
                  or managers, or similar governing body of such party (i) the
                  authorization, execution, delivery and performance by such party
                  of this
                  Agreement,
                  and (ii) the consummation of the transactions contemplated
                  hereby,
                  have been duly taken.

              


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      
        	 	
                (c)

              	
                Binding
                  Obligation.   This
                  Agreement is a legally valid and binding obligation of
                  such party, enforceable against such party in accordance with its
                  terms
                  (except
                  in all cases as such enforceability may be limited by applicable
                  bankruptcy,
                  insolvency, reorganization, moratorium, or similar laws affecting
                  the
                  enforcement of creditors' rights generally and except that the
                  availability of
                  the equitable remedy of specific performance or injunctive relief
                  is
                  subject to
                  the discretion of the court before which any proceeding may be
                  brought).

              


      

      


      
        	 	
                (d)

              	
                No
                  Conflicts.   None
                  of the execution and delivery of this
                  Agreement,
                  the consummation
                  of the transactions provided for herein or contemplated hereby,
                  or the fulfillment by such party of the terms hereof or thereof,
                  will
                  (with
                  or without notice or passage of time or both) (i) conflict with
                  or result
                  in a breach
                  of any provision of the certificate or articles of incorporation
                  or
                  formation,
                  by-laws, statutes, operating agreement or other governing documents
                  of such party, (ii) result in a default, constitute a default under,
                  give
                  rise to any right of termination, cancellation or acceleration,
                  or require
                  any
                  consent or approval (other than approvals that have heretofore
                  been
                  obtained)
                  of any governmental authority or under any of the terms, conditions
                  or
                  provisions of any material note, bond, mortgage, indenture, loan,
                  arrangement,
                  license, agreement, lease or other instrument or
                  obligation
                  to which
                  such party is a party or by which its assets may be bound, or (iii)
                  violate
                  any law or regulation applicable to such party or any of its
                  assets.

              


      

      


      
        	 	
                (g)

              	
                Consents
                  and Approvals.   All
                  material consents, approvals, qualifications, orders
                  or authorizations of, filings with, or notices to any governmental
                  authority
                  or any other Person required in connection
                  with
                  such party's execution,
                  delivery or performance of (i) this Agreement, and (ii) the consummation
                  of any other transaction contemplated on the part
                  of
                  such party
                  hereby have been obtained, made or
                  given.

              


      

      


      
        	 	
                (h)

              	
                No
                  Violation of Law; Permits.   Orgsyn
                  and Hi Tech in USA are not in violation of
                  any law or regulation (nor is such party aware of any violation
                  of any law
                  or regulation
                  by any other Person), which violation could reasonably be expected
                  to adversely affect such party's performance of its obligations
                  hereunder
                  or the ability of the other party to realize the intended benefits
                  to
                  such
                  other party under this Agreement, and, except as otherwise contemplated
                  hereby, such party holds each of the licenses, permits, approvals
                  or authorizations necessary with respect to its current business
                  and
                  operations (and its rights and obligations contemplated hereby)
                  in
                  compliance
                  with all laws and regulations.

              


      

      


      
        	
                8.

              	
                INDEMNIFICATION

              


      

      


      Orgsyn
        shall indemnify, defend, save and hold Hi-tech harmless from and against
        all
claims
        of
        third parties brought in the United States and Worlwide and all associated
        losses
        to
        the extent resulting from or arising out of any claim concerning the Products
        development
        or formulation. This indemnity clause shall survive termination or expiry
        of
        the
        Agreement.

      


      
        	
                9.

              	
                ARBITRATION

              


      

      


      
        	 	
                9.1

              	
                All
                  claims, disputes and other matters arising in connection with this
                  Agreement or the performance
                  thereof, including but not limited to questions as to
                  whether
                  a mailer is governed
                  by this arbitration provision, shall be subject exclusively to
                  and finally
                  settled
                  under
                  the rules of conciliation and arbitration under the auspices of
                  the
                  AAA

              


      

      


      
        	 	
                9.2

              	
                Reasonable
                  discovery and production of evidence shall be allowed in arbitration,
                  and
                  the
                  Parties agree to accept the decision of the Arbitrator regarding
                  discovery
                  and production of documents;

              


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      

        
          	 	
                  9.3

                	
                  All
                    proceedings before the arbitrator or arbitrators shall be held
                    in New York
                    City, New York.

                


        

        


        
          	 	
                  9.4

                	
                  The
                    costs and fees of the arbitration, including reasonable attorneys'
                    fees,
                    shall be allocated by the arbitrator or
                    arbitrators.

                


        

        


        
          	 	
                  9.5

                	
                  The
                    award rendered in arbitration shall be final, and judgment may
                    be entered
                    in accordance with applicable law and in any court having jurisdiction
                    thereof. Notwithstanding the foregoing provisions, all rights
                    of
                    termination of this Agreement conferred upon either or both of
                    the Parties
                    hereto may be exercised by such Parties without first submitting
                    the
                    matter-tor arbitration.

                


        

         

      

      
        	
                10.

              	
                ENTIRE
                  AGREEMENT, AMENDMENTS

              


      

      


      Subject
        to all mutually agreed price lists and all modifications thereof made in
        conformity
        with the provisions hereunder, the present Agreement and all Exhibits and
        Schedules
        attached hereto, constitute the entire agreement between the Parties and
        supersede
        all prior agreements, letters of intent, understandings, agreements,
        representations, warranties or other provisions, express or implied, relating
        to
        the subject
        matter of the present Agreement, except as herein provided, and no amendment
        or waiver of any provision thereof shall be binding on the Parties or either
        of
        them
        unless consented to in writing by the Party against whom the amendment or
        waiver
        is
        to be enforced.

      


      
        	
                11.

              	
                WAIVER

              


      

      


      The
        Parties hereto mutually covenant and agree that a waiver by either Party
        of a
breach
        of
        any of the terms of this Agreement by the other Party shall not be deemed
        a
        waiver
        of
        any subsequent breach of the terms of this Agreement.

      


      
        	
                12.

              	
                SEVERABILITY

              


      

      


      If
        any
        provision of the present Agreement should be determined by a tribunal of
        competent
        jurisdiction to be invalid, illegal or unenforceable in any respect, such
        determination
        shall not impair or affect the validity, legality or enforceability of the
        remaining
        provisions hereof, and each provision of the present Agreement is to be
        considered separate, severable and distinct, except those which are an integral
        part of
        or are
        otherwise clearly inseparable from such invalid or unenforceable part or
        provision.

      

        
          	
                  13.

                	
                  APPLICABLE
                    LAW

                


        

      

      


      The
        present Agreement shall be construed, interpreted and enforced in accordance
        with,
        and
        respective rights and obligations of the Parties
        shall
        be
        governed by, the laws
        of
        the State of New York and all proceedings shall be conducted in the first
        instance
        in New York City.

      


      
        	
                14.

              	
                RESTRICTED
                  RELATIONSHIP

              


      

      


      Nothing
        in this Agreement shall be deemed or construed to constitute between the
        Parties
        the relationship of principal and agent, nor to create any partnership, joint
        venture
        or other form of legal association of any nature whatsoever. Neither Party
        is
hereby
        constituted a legal representative of the other Party fo rany purpose
whatsoever;
        and neither is granted any right or authority hereunder to assume or
create,
        whether in writing or otherwise, any obligation or responsibility, express
        or
implied,
        or to make any representation, warranty or guarantee, or otherwise to act
        in
any
        manner in the name of the other Party.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      
        	
                15.

              	
                CLINICAL
                  STUDIES

              


      

      


      
        	 	
                15.1.

              	
                Hi-Tech
                  and
                  Orgsyn
                  will
                  work
                  jointly to monitor clinical bridge studies to show bioequivalence
                  to Natural Huperzine A as required by the US FDA for the marketing
                  approval
                  of the Product as an NDA.

              


      

      


      
        	
                16.

              	
                COUNTERPARTS

              


      

      


      This
        agreement may be executed in identical duplicate counterparts. Each identical
        counterpart shall be deemed an original, but all of which together shall
        constitute one and
        the
        same instrument.

      


      
        	
                17.

              	
                ENUREMENT

              


      

      


      The
        within Agreement shall enure to and be binding upon the parties hereto, their
        successors
        and assigns.

      


      IN
        WITNESS WHEREOF,
        each of
        the Parties hereto has caused this Agreement to be
        duly
        executed by its duly authorized representative.

      


      
        	
                Neuro
                  Hi-Tech Pharmaceuticals,
                  Inc.

              	 	
                OrgSyn
                  Laboratory, Inc.

              
	 	 	 
	
                /s/
                  Reuben
                  Seltzer

              	 	
                /s/
                  Mahendra N.
                  Deshpande

              
	
                Name:
                  Reuben
                  Seltzer

              	 	
                Name:
                  Mahendra N.
                  Deshpande,
                  Ph.D.

              
	
                Title:
                  President

              	 	
                Title:
                  President
                  &
                  CEO

              
	
                Date:

              	 	
                Date:

              


      

      



      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      Attachment
        A

      


      The
        project consists of three components

      


      
        	 	
                1.

              	
                GMP
                  Synthesis of 80-100 gs of Huperzine A Using the Racemic
                  Synthesis
                  Method

              


      

      


      
        	 	
                2.

              	
                Pre
                  GMP Synthesis and Analytical Work


              


      

      


      
        	 	
                3.

              	
                New
                  Asymmetric Synthesis

              


      

      


      Each
        will
        be discussed individually in terms of cost (start up and balance), timelines
        (start date and delivery date) and deliverables.

      


      1.   GMP
        Synthesis of 80-100 gs of Huperzine A Using
        the Racemic Synthesis
        Method

      


      We
        will
        synthesize 80-100 grams Huperzine A using the racemic synthesis. This will
        be
        done under GMP condition and the product will be suitable for clinical
        trials.

      


      The
        cost
        is $135,328.00 and 50% will be the start up amount, that is, $67,664.00
        at signing the contract. The delivery date will be seven months from
        signing the contract.

      


      The
        deliverable is 80-100gs of Huperzine A.

      


      2.   Pre-GMP
        Synthesis and
        Analytical Work

      


      Concurrent
        with the 80-100 gs GMP synthesis of task 1, above, we will be
developing
        all that is required for the GMP synthesis. It is possible to do this
because
        the non-GMP steps in the 80-100 gs synthesis of item 1 will be
initiated
        concurrently with the development of GMP synthesis.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      There
        are
        two components to this item. The first is the Master Batch Record synthesis.
        The cost is $67,666.64 of which 50% start up funds are needed ($33,833.32)
        at signing of the contract.

      


      The
        second component is the development of analytical methodology to support
        the GMP synthesis. The cost is $43,550.00 of which 50% ($21,750.00)
        is required at signing of contract.

      


      The
        deliverable is the Master Batch Record, the analytical data and a certificate
        of
        analysis for the GMP product. Both tasks will require 6 months.

      


      3.   New
        Asymmetric Synthesis

       

      We
        will
        devise a new asymmetric synthesis for Huperzine A. The cost is $173,000.00
        with 50% on signing $86,500.00. The discrepancy between $185,000.00
        (in the proposal) and $173,000.00 is that many of the chemicals
        for the racemic synthesis can be used
        in the
        new
        synthesis. Therefore,
        we will not include an additional charge of $12,000.00 for chemicals.

      


      We
        will
        need $86,500.00 for start up funds at the time of signing and 6 months
        will be required.

      


      The
        deliverable is a new synthesis of Huperzine A which is
        patentable.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
SUMMARY
        TABLE

      
        	 	 	 	 
	
                GOALS

              	
                TIMELINE

              	
                DELIVERABLES

              	
                COST

              
	 	
                Start
                  Date

              	
                Delivery
                  Date

              	 	
                $
                  (US DOLLARS)

              
	
                1.  GMP
                  Synthesis

                of
                  80-100 gs Of

                Huperzine
                  A Using

                the
                  Racemic

                Synthesis
                  Method

              	
                Date
                  of

                contract

                signing

              	
                7
                  months from

                contract
                  signing

              	
                80-100
                  gs of GMP

                Huperzine
                  A

              	
                Start
                  up funds of 

                67,644.00

                Balance

                67,644.00

                Total
                  135,328.00

                 

              
	
                2.  Pre-GMP

                Synthesis
                  and

                Analytical
                  Work

              	
                Date
                  of

                contract

                signing

              	
                6
                  months from

                contract
                  signing

              	
                Master
                  Batch

                Record,
                  the

                analytical
                  data and

                a
                  certificate
                  of

                analysis
                  for the

                GMP
                  product.

              	
                Component
                  1

                Start
                  up funds of

                33,833.32

                Balance

                33,833.32

                Total
                  67,666.64.

                Component
                  2

                Start
                  up funds of

                21,750.00

                Balance

                21,750.00

                Total
                  43,500.00

                 

              
	
                3.  New
                  Asymmetric

                Synthesis

              	
                Date
                  of

                contract

                signing

              	
                6
                  months from

                contract
                  signing

              	
                New
                  synthesis of

                Huperzine
                  A

              	
                Start
                  up funds of

                86,500.00

                Balance

                86,500.00

                Total
                  173,000.00