THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
      BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
      OR UNDER THE SECURITIES LAWS OF ANY APPLICABLE STATES. THESE SECURITIES ARE
      SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
      OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE
      SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS
      SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
      INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES
      MAY
      REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER
      TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE
      SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

     

    WARRANT
      TO PURCHASE COMMON STOCK

    OF

    NEURO-HITECH,
      INC.

     

    
      	
              Warrant
                No. _____

            	
              Issued
                on December 14, 2007

            
	 	
              Void
                after December 14, 2012

            
	 	 


    

    This
      certifies that in connection with the Purchase Agreement (as defined below),
      [_______] (the “Investor”)
      is
      entitled, subject to the terms and conditions of this Warrant, to purchase
      from
      Neuro-Hitech, Inc., a Delaware corporation (the “Company”),
      at
      any time prior to Expiration Date up to [•] shares of the Company’s Common
      Stock, $0.001 par value per share (the “Common
      Stock”)
      at a
      price per share equal to the Warrant Price (as defined below), upon surrender
      of
      this Warrant at the principal offices of the Company, together with a duly
      executed subscription form in the form attached hereto as Exhibit
      1
      and
      simultaneous payment of the full Warrant Price for the shares of Common Stock
      so
      purchased in lawful money of the United States, or as otherwise provided herein.
      The Warrant Price and the number and character of shares of Common Stock
      purchasable under this Warrant are subject to adjustment as provided
      herein.

     

    This
      Warrant is issued pursuant to the Stock and Warrant Purchase Agreement of even
      date herewith, by and among the Company and each person identified as an
      Investor on the signature pages thereto (the “Purchase
      Agreement”),
      and
      is subject to the provisions set forth therein.

     

    1.
      DEFINITIONS.
      The
      following definitions shall apply for purposes of this Warrant:

     

    1.1“Company”
means
      the “Company”
as
      defined above and includes any corporation which shall succeed to or assume
      the
      obligations of the Company under this Warrant.

     

    1.2
      [Intentionally Omitted]

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    1.3“Expiration
      Date”
means
      December 14, 2012.

     

    1.4“Fair
      Market Value”
on
      any
      day shall mean the
      average of the high and low prices of publicly traded shares of Common Stock,
      rounded to the nearest cent, on the principal national securities exchange
      on
      which shares of Common Stock are listed (if the shares of Common Stock are
      so
      listed), or on the NASDAQ Capital Market (if the shares of Stock are regularly
      quoted on the NASDAQ Capital Market), or, if not so listed or regularly quoted,
      the mean between the closing bid and asked prices of publicly traded shares
      of
      Common Stock in the over-the-counter market, or, if such bid and asked prices
      shall not be available, as reported by any nationally recognized quotation
      service selected by the Company, or as determined by the Board of Directors
      in a
      manner consistent with the provisions of the Internal Revenue Code, as
      amended.

     

    1.5“Holder”
means
      any person who shall at the time be the registered holder of this
      Warrant.

     

    1.6“Warrant”
means
      this Warrant and any warrant(s) delivered in substitution or exchange therefor,
      as provided herein.

     

    1.7“Warrant
      Price”
means,
      $7.00 per share unless this Warrant is exercised prior to the later of
      (i) April 30, 2008 or (ii) thirty days after a registration statement
      registering the Warrant Shares is declared effective by the Securities and
      Exchange Commission (“SEC”),
      in
      which case the Warrant Price means $5.00 per share, and in each case as adjusted
      pursuant to the provisions of Section 4.

     

    1.8“Warrant
      Shares”
means
      shares of Common Stock issuable upon exercise of the Warrant.

     

    2.
      EXERCISE.

     

    2.1
      Timing
      and Method of Exercise.
      Subject
      to the terms and conditions of this Warrant, the Holder may exercise this
      Warrant on any business day before the Expiration Date for up to _______________
      shares of Common Stock, by surrendering this Warrant at the principal offices
      of
      the Company, with the subscription form attached hereto duly executed by the
      Holder, and payment of an amount equal to the product obtained by multiplying
      (i) the number of shares of Common Stock to be purchased by the Holder by (ii)
      the Warrant Price therefor, if applicable, as determined in accordance with
      the
      terms hereof.

     

    2.2
      Form
      of Payment.
      Except
      as provided in Section 2.1(b) above, payment may be made by (i) a check payable
      to the Company’s order, (ii) wire transfer of funds to the Company, or (iii) any
      combination of the foregoing.

     

    2.3
      No
      Fractional Shares.
      No
      fractional shares may be issued upon any exercise of this Warrant, and any
      fractions shall be rounded down to the nearest whole number of shares. If upon
      any exercise of this Warrant a fraction of a share results, the Company will
      pay
      the cash value of any such fractional share, calculated on the basis of the
      difference between the Fair Market Value and the Warrant Price.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    2.4
      Restrictions
      on Exercise.
      This
      Warrant may not be exercised if the issuance of the Warrant Shares upon such
      exercise would constitute a violation of any applicable federal or state
      securities laws or other laws or regulations. As a condition to the exercise
      of
      this Warrant, the Holder shall execute the subscription form attached hereto
      as
Exhibit
      1,
      confirming and acknowledging that the representations and warranties made by
      the
      Holder in the “Qualification Questionnaire” described in Section 1.1 of the
      Purchase Agreement are true and correct as of the date of exercise.

     

    3.
      ISSUANCE
      OF STOCK.
      This
      Warrant shall be deemed to have been exercised immediately prior to the close
      of
      business on the date of its surrender for exercise as provided above, and the
      person entitled to receive the shares of common stock issuable upon such
      exercise shall be treated for all purposes as the holder of record of such
      shares as of the close of business on such date. As soon as practicable on
      or
      after such date, the Company shall issue and deliver to the person or persons
      entitled to receive the same a certificate or certificates for the number of
      whole shares of Warrant Shares issuable upon such exercise.

     

    4.
      ADJUSTMENT
      PROVISIONS.
      The
      number and character of shares of common stock issuable upon exercise of this
      Warrant (or any shares of stock or other securities or property at the time
      receivable or issuable upon exercise of this Warrant) and the Warrant Price
      therefor, are subject to adjustment upon the occurrence of the following events
      between the date this Warrant is issued and the date it is
      exercised:

     

    4.1
      Adjustment
      for Stock Splits and Stock Dividends.
      The
      Warrant Price of this Warrant and the number of Warrant Shares issuable upon
      exercise of this Warrant (or any shares of stock or other securities at the
      time
      issuable upon exercise of this Warrant) shall each be proportionally adjusted
      to
      reflect any stock dividend, stock split or reverse stock split, or other similar
      event affecting the number of outstanding shares of Common Stock (or such other
      stock or securities).

     

    4.2
      Adjustment
      for Other Dividends and Distributions.
      In case
      the Company shall make or issue, or shall fix a record date for the
      determination of eligible holders entitled to receive, a dividend or other
      distribution payable respect to the Common Stock that is payable in (a)
      securities of the Company (other than issuances with respect to which adjustment
      is made under Sections 4.1 or 4.3) or (b) assets (other than cash dividends
      paid
      or payable solely out of retained earnings), then, and in each such case, the
      Holder, upon exercise of this Warrant at any time after the consummation,
      effective date or record date of such event, shall receive, in addition to
      the
      shares of Common Stock issuable upon such exercise prior to such date, the
      securities or such other assets of the Company to which the Holder would have
      been entitled upon such date if the Holder had exercised this Warrant
      immediately prior thereto (all subject to further adjustment as provided in
      this
      Warrant).

     

    4.3
      Adjustment
      for Reorganization, Consolidation, Merger.
      In case
      of any recapitalization or reorganization of the Company after the date of
      this
      Warrant, or in case, after such date, the Company shall consolidate with or
      merge into another corporation, then, and in each such case, the Holder, upon
      the exercise of this Warrant (as provided in Section 2), at any time after
      the
      consummation of such recapitalization, reorganization, consolidation or merger,
      shall be entitled to receive, in lieu of the stock or other securities and
      property receivable upon the exercise of this Warrant prior to such
      consummation, the stock or other securities or property to which the Holder
      would have been entitled upon the consummation of such recapitalization,
      reorganization, consolidation or merger if the Holder had exercised this Warrant
      immediately prior thereto, all subject to further adjustment as provided in
      this
      Warrant, and the successor or purchasing corporation in such reorganization,
      consolidation or merger (if other than the Company) shall duly execute and
      deliver to the Holder a supplement hereto acknowledging such corporation’s
      obligations under this Warrant; and in each such case, the terms of this Warrant
      shall be applicable to the shares of stock or other securities or property
      receivable upon the exercise of this Warrant after the consummation of such
      reorganization, consolidation or merger.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    4.4
      Conversion
      of Stock.
      In case
      all the authorized Common Stock of the Company is converted, pursuant to the
      Company’s certificate of incorporation, into other securities or property of the
      Company, or the Common Stock otherwise ceases to exist, then, in such case,
      the
      Holder, upon exercise of this Warrant at any time after the date on which the
      Common Stock is so converted or ceases to exist (the “Termination
      Date”),
      shall
      receive, in lieu of the number of shares of Common Stock that would have been
      issuable upon such exercise immediately prior to the Termination Date (the
      “Former
      Number of Shares of Common Stock”),
      the
      stock and other securities and property which the Holder would have been
      entitled to receive upon the Termination Date if the Holder had exercised this
      Warrant with respect to the Former Number of Shares of Common Stock immediately
      prior to the Termination Date (all subject to further adjustment as provided
      in
      this Warrant).

     

    4.5
      Adjustments
      Due to Issuances of Common Stock. 

     

    (a) Except
      as
      otherwise provided in Sections 4.1, 4.2, 4.3 and 4.4, if and whenever on or
      after the date of issuance of this Warrant, the Company issues or sells, or
      is
      deemed to have issued or sold, any shares of Common Stock for no consideration
      or for consideration per share less than a price equal to the Warrant Price
      in
      effect immediately prior to such issuance or sale, then immediately after such
      issuance or sale, the Warrant Price then in effect shall be reduced to an amount
      equal to the product of (x) the Warrant Price in effect immediately prior to
      such issuance or sale and (y) quotient obtained by dividing (I) the sum of
      (a)
      the number of shares of Common Stock Deemed Outstanding (as defined below)
      immediately prior to such issuance or sale and (b) the quotient determined
      by
      dividing (i) the consideration, if any, received by the Company upon such
      issuance or sale by (ii) the Warrant Price by (II) the number of shares of
      Common Stock Deemed Outstanding immediately after such issuance or sale.
Upon
      each
      such adjustment of the Warrant Price hereunder, the number of shares of Common
      Stock acquirable upon exercise of this Warrant shall be adjusted to the number
      of shares determined by multiplying the Warrant Price in effect immediately
      prior to such adjustment by the number of shares of Common Stock acquirable
      upon
      exercise of this Warrant immediately prior to such adjustment and dividing
      the
      product thereof by the Warrant Price resulting from such adjustment.
“Common
      Stock Deemed Outstanding”
means
      the number of shares of Common Stock actually outstanding (not including shares
      of Common Stock held in the treasury of the Company), plus (A) in case of any
      adjustment required by Section 4.6 resulting from the issuance of any Options
      (as defined below), the maximum total number of shares of Common Stock issuable
      upon the exercise of the Options for which the adjustment is required (including
      any Common Stock issuable upon the conversion of Convertible Securities (as
      defined below) issuable upon the exercise of such Options), and (B) in the
      case
      of any adjustment required by Section 4.6 resulting from the issuance of any
      Convertible Securities, the maximum total number of shares of Common Stock
      issuable upon the exercise, conversion or exchange of the Convertible Securities
      for which the adjustment is required, as of the date of issuance of such
      Convertible Securities, if any. To the extent that shares of Common Stock are
      issued for cash, the per share price at which such shares were issued shall
      be
      equal to the quotient determined by dividing the cash proceeds received by
      the
      Company without deduction for any underwriting discounts or commissions by
      the
      total number of shares issued in such issuance. To the extent that shares of
      Common Stock are issued for consideration other than cash, the per share price
      at which such shares were issued shall be equal to the quotient determined
      by
      dividing the fair value of the consideration received by the Company in exchange
      for such shares (as determined in good faith by the Company’s Board of
      Directors) by the total number of shares issued in such issuance. 

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    4.6 Effect
      on Warrant Price of Certain Events.
      For
      purposes of determining the Warrant Price pursuant to Section 4 hereof, the
      following shall be applicable:

     

    (a) Issuance
      of Options.
      If the
      Company in any manner grants any rights, warrants or options to subscribe for
      or
      purchase Common Stock or Convertible Securities (excluding options granted
      in
      connection with one or more employee benefit plans approved by the Company's
      Board of Directors, pursuant to which the Company's securities may be issued
      to
      any employee, officer, director, consultant or other service provider of the
      Company or any subsidiary (the “Approved
      Stock Plans”))
      (“Options”)
      and
      the lowest price per share for which one share of Common Stock is issuable
      upon
      the exercise of such Options is less than the Warrant Price, then such share
      of
      Common Stock shall be deemed to be outstanding and to have been issued and
      sold
      by the Company at the time of the granting or sale of such Option for such
      price
      per share. For purposes of this Section 4.6(a), the “lowest price per share for
      which one share of Common Stock is issuable upon exercise of any such Option”
shall be equal to the sum of the lowest amounts of consideration (if any)
      received by the Company with respect to any one share of Common Stock upon
      the
      granting or sale of the Option, upon exercise of the Option and upon conversion
      or exchange of any Convertible Security issuable upon exercise of such Option.
      No further adjustment of the Warrant Price shall be made upon the actual
      issuance of such Common Stock or of such Convertible Securities upon the
      exercise of such Options or upon the actual issuance of such Common Stock upon
      conversion or exchange of such Convertible Securities. Upon the expiration
      or
      termination of any unexercised Option, such Warrant Price shall be readjusted
      to
      such amount as would have been obtained had the adjustment made upon the
      granting or issuance of such Option been made based upon the issuance of only
      the number of shares of Common Stock actually issued on exercise of such Option.
      Notwithstanding the foregoing, no adjustment shall be made pursuant to this
      Section 4.6(a) to the extent that such adjustment is based solely on the fact
      that the Convertible Securities issuable upon exercise of such Option are
      convertible into or exchangeable for Common Stock at a price which varies with
      the market price of the Common Stock. 

     

    (b) Issuance
      of Convertible Securities.
      If the
      Company in any manner issues or sells any stock or securities (other than
      Options) directly or indirectly convertible into or exchangeable for Common
      Stock (“Convertible
      Securities”)
      and
      the lowest price per share for which one share of Common Stock is issuable
      upon
      the conversion or exchange thereof is less than the Warrant Price, then such
      share of Common Stock shall be deemed to be outstanding and to have been issued
      and sold by the Company at the time of the granting or sale of such Convertible
      Securities for such price per share. For purposes of this Section 4.6(b), the
      “lowest price per share for which one share of Common Stock is issuable upon
      conversion or exchange” shall be equal to the sum of the lowest amounts of
      consideration (if any) received by the Company with respect to any one share
      of
      Common Stock upon the conversion or exchange of such Convertible Securities,
      and
      if any such issuance or sale of such Convertible Securities is made upon
      exercise of any Options for which adjustment of the Warrant Price has been
      or
      are to be made pursuant to other provisions of this Section 4, no further
      adjustment of the Warrant Price shall be made by reason of such issuance or
      sale. Upon the expiration of any rights of conversion or exchange under such
      Convertible Securities, such Warrant Price shall be readjusted to such amount
      as
      would have obtained had the adjustment made upon the granting or issuance of
      such Convertible Securities been made based upon the issuance of only the number
      of shares of Common Stock actually issued on conversion of such Convertible
      Securities. Notwithstanding the foregoing, no adjustment shall be made pursuant
      to this Section 4.6(b) to the extent that such adjustment is based solely on
      the
      fact that such Convertible Securities are convertible into or exchangeable
      for
      Common Stock at a price which varies with the market price of the Common
      Stock.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    (c) Change
      in Option Price or Rate of Conversion.
      If the
      purchase price provided for in any Options, the additional consideration, if
      any, payable upon the issuance, conversion or exchange of any Convertible
      Securities, or the rate at which any Convertible Securities are convertible
      into
      or exchangeable for Common Stock changes at any time, the Warrant Price in
      effect at the time of such change shall be adjusted to the Warrant Price which
      would have been in effect at such time had such Options or Convertible
      Securities provided for such changed purchase price, additional consideration
      or
      changed conversion rate, as the case may be, at the time initially granted,
      issued or sold and the number of shares of Common Stock acquirable hereunder
      shall be correspondingly readjusted. For purposes of this Section 4.6(c), if
      the
      terms of any Option or Convertible Security that was outstanding as of the
      date
      of issuance of this Warrant are changed in the manner described in the
      immediately preceding sentence, then such Option or Convertible Security and
      the
      Common Stock deemed issuable upon exercise, conversion or exchange thereof
      shall
      be deemed to have been issued as of the date of such change.

     

    4.7
      Notice
      of Adjustments.
      The
      Company shall promptly give written notice of each adjustment or readjustment
      of
      the Warrant Price or the number of shares of Common Stock or other securities
      issuable upon exercise of this Warrant. The notice shall describe the adjustment
      or readjustment and show in reasonable detail the facts on which the adjustment
      or readjustment is based.

     

    4.8
      No
      Change Necessary.
      The
      form of this Warrant need not be changed because of any adjustment in the
      Warrant Price or in the number of shares of Common Stock issuable upon its
      exercise.

     

    4.9
      Reservation
      of Stock.
      The
      Company shall at all times reserve and keep available, solely for the issuance
      and delivery upon the exercise of this Warrant, such shares of Common Stock
      and
      other stock, securities and property, as from time to time shall be issuable
      upon the exercise of this Warrant. If at any time the number of shares of Common
      Stock or other securities issuable upon exercise of this Warrant shall not
      be
      sufficient to effect the exercise of this Warrant, the Company will take such
      corporate action as may, in the opinion of its counsel, be necessary to increase
      its authorized but unissued shares of Common Stock or other securities issuable
      upon exercise of this Warrant as shall be sufficient for such purpose. All
      shares of Common Stock issued upon exercise of the Warrant shall be validly
      issued, fully paid and nonassessable.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    4.10 Limitation
      of Adjustments.
      Notwithstanding
      the foregoing, under no circumstances will the effective Warrant Price, as
      the
      case may be, be reduced pursuant to Section 4.5 hereof below $0.001 per share
      (as may be adjusted pursuant to Sections 4.1, 4.2, 4.3 and 4.4 hereof).
Notwithstanding
      anything to the contrary herein, in no event shall an adjustment pursuant to
      Section 4.5 or Section 4.6 to this Warrant and the other warrants issued
      pursuant to the Purchase Agreement (together with this Warrant, the “Warrants”)
      result in the Warrants being exercisable for a number of shares of Common Stock,
      when combined with the shares of Common Stock issued pursuant to the Purchase
      Agreement, in excess of the number of shares of Common Stock permitted to be
      issued pursuant to the 20% limitation in Rule 4350(i) of the Nasdaq Stock
      Market, Inc. without the prior approval of the Company’s stockholders. The
      foregoing limitation on the number of shares of Common Stock for which the
      Warrants are exercisable prior to such stockholder approval shall be applied
      pro
      rata among the outstanding Warrants. If the exercise of one or more Warrants
      would result in the issuance of shares of Common Stock requiring such
      stockholder approval, the Company shall use reasonable commercial efforts to
      obtain such approval as is necessary to permit such issuance. 

     

    5.
       REDEMPTION.
      

     

    5.1
      At any
      time after the later of (i) the date which is twenty-four (24) months from
      the
      date hereof and (ii) the date when there is a currently effective registration
      statement registering the resale of the Warrant Shares as contemplated by the
      Registration Rights Agreement dated as of the date hereof executed by the
      Company and the Holder (the “Registration
      Rights Agreement”
and
      such registration statement, the “Registration
      Statement”)
      and
      prior to the exercise of this Warrant:

     

    (a) This
      Warrant may be redeemed, at the option of the Company, on a date fixed by the
      Company for redemption (the “Redemption
      Date”),
      which
      Redemption Date shall not be less than twenty (20) days after the mailing of
      the
      notice of redemption referred to below, at a redemption price of $0.01 per
      Warrant, provided the Market Price (as defined below) of the Common Stock
      issuable upon exercise of this Warrant shall exceed 150% of the Warrant Price
      for a period of twenty (20) out of thirty (30) consecutive trading days ending
      no more than fifteen (15) days prior to the date of the notice of redemption.
      Notwithstanding the foregoing, the Company’s right to redeem this Warrant shall
      be ineffective if at any time during the period between the time the Company
      provides notice of redemption and prior to the Redemption Date, the Registration
      Statement ceases to remain effective.

     

    (b) If
      the
      conditions set forth in Section 5.1(a) are met, and the Company elects to
      exercise its right to redeem this Warrant, it shall mail a notice of redemption
      to the registered Holder of this Warrant, via facsimile, nationally recognized
      courier or first class mail, postage prepaid, not later than the twentieth
      (20th)
      day
      before the Redemption Date, at such last address as shall appear on the records
      maintained by the Company.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    (c) The
      notice of redemption shall specify (i) the redemption price, (ii) the Redemption
      Date and (iii) that the right to exercise this Warrant shall terminate at 5:00
      P.M. (New York time) on the business day immediately preceding the Redemption
      Date. No failure to mail such notice nor any defect therein or in the mailing
      thereof shall affect the validity of the proceedings for such redemption except
      as to a registered Holder (A) to whom notice was not mailed or (B) whose notice
      was defective. An affidavit of the Secretary of the Company that notice of
      redemption has been mailed shall, in the absence of fraud, be prima facie
      evidence of the facts stated therein.

     

    (d) Any
      right
      to exercise this Warrant shall terminate at 5:00 P.M. (New York City time)
      on
      the business day immediately preceding the Redemption Date. On and after the
      Redemption Date, Holder of this Warrant shall have no further rights except
      to
      receive, upon surrender of this Warrant, the redemption price.

     

    (e) The
      term
“Market
      Price”
means
      the closing sale price of one share of the Company’s Common Stock on the NASDAQ
      Capital Market or other national securities exchange on which the shares are
      then listed or, if the Company’s Common Stock is not then traded on the NASDAQ
      Capital Market, the closing bid price on any national securities exchange or
      automated quotation system on which shares of the Company’s Common Stock are
      then quoted.

     

    6.NO
      RIGHTS OR LIABILITIES AS STOCKHOLDER.
      This
      Warrant does not by itself entitle the Holder to any voting rights or other
      rights as a stockholder of the Company. In the absence of affirmative action
      by
      the Holder to purchase Common Stock by exercise of this Warrant, no provisions
      of this Warrant, and no enumeration herein of the rights or privileges of the
      Holder, shall cause the Holder to be a stockholder of the Company for any
      purpose.

     

    7.
      NO
      IMPAIRMENT.
      The
      Company will not, by amendment of its certificate of incorporation or bylaws,
      or
      through reorganization, consolidation, merger, dissolution, issue or sale of
      securities, sale of assets or any other voluntary action, willfully avoid or
      seek to avoid the observance or performance of any of the terms of this Warrant,
      but will at all times in good faith assist in the carrying out of all such
      terms
      and in the taking of all such action as may be necessary or appropriate in
      order
      to protect the rights of the holder against wrongful impairment. Without
      limiting the generality of the foregoing, the Company will take all such action
      as may be necessary or appropriate in order that the Company may duly and
      validly issue fully paid and nonassessable shares of Common Stock upon the
      exercise of this Warrant.

     

    8.
      TRANSFER.
      Neither
      this Warrant nor any rights hereunder may be assigned, conveyed or transferred,
      in whole or in part, without the Company’s prior written consent, which the
      Company may withhold in its sole discretion. The rights and obligations of
      the
      Company and the Holder under this Warrant shall be binding upon and benefit
      their respective permitted successors, assigns, heirs, administrators and
      transferees.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    9.
      GOVERNING
      LAW.
      The
      internal laws of the State of Delaware (irrespective of its choice of law
      principles) will govern the validity of this Warrant, the construction of its
      terms, and the interpretation and enforcement of the rights and duties of the
      parties hereto.

     

    10.
      HEADINGS.
      The
      headings and captions used in this Warrant are used only for convenience and
      are
      not to be considered in construing or interpreting this Warrant. All references
      in this Warrant to sections and exhibits shall, unless otherwise provided,
      refer
      to sections hereof and exhibits attached hereto, all of which exhibits are
      incorporated herein by this reference.

     

    11.
      NOTICES.
      Any
      notice or other communication required or permitted to be given under this
      Warrant will be in writing, will be delivered personally or by registered or
      certified mail, postage prepaid and will be deemed given upon delivery, if
      delivered personally, or three days after deposit in the mails, if mailed,
      to
      the address indicated for the Holder on the signature page to this Warrant,
      or
      in the case of the Company, at One Penn Plaza, Suite 1503, New York, NY 10019,
      Attn: Chief Financial Officer, or at such other address as any party or the
      Company may designate by giving ten (10) days’ advance written notice to all
      other parties.

     

    12.
      AMENDMENT;
      WAIVER.
      This
      Warrant may be amended and provisions may be waived by the Company and the
      Holders entitled upon exercise to receive at least two thirds of the shares
      of
      Common Stock underlying the warrants issued pursuant to the Purchase Agreement.
      Any amendment or waiver effected in accordance with this Section shall be
      binding upon the Holder and each future holder of such securities, and the
      Company.

     

    13.
      SEVERABILITY.
      If any
      provision of this Warrant, or the application thereof, will for any reason
      and
      to any extent be invalid or unenforceable, the remainder of this Warrant and
      application of such provision to other persons or circumstances will be
      interpreted so as reasonably to effect the intent of the parties hereto. The
      parties further agree to replace such void or unenforceable provision of this
      Agreement with a valid and enforceable provision that will achieve, to the
      extent possible, the economic, business and other purposes of the void or
      unenforceable provision.

     

    14.
      TERMS
      BINDING.
      By
      acceptance of this Warrant, the Holder accepts and agrees to be bound by all
      the
      terms and conditions of this Warrant.

     

    [Signature
      Page Follows]

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    


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

     

    
      	
              THE
                COMPANY:

            	 
	 	 
	
              NEURO-HITECH,
                INC.

            	 
	 	 
	
              By:

            	 	 
	 	 	 
	
              Name:
                

            	
              David
                Barrett

            	 
	 	 	 
	
              Title:
                

            	
              Chief
                Financial Officer

            	 


    

    


    
      	
              HOLDER:

            	 
	 	 
	
                 
                

            	 
	 	 
	
              By:

            	 	 
	 	 	 
	
              Name:
                

            	 	 
	 	 	 
	
              Title:
                

            	 	 


    

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    EXHIBIT
      1

    


    FORM
      OF SUBSCRIPTION

    (To
      be
      signed only upon exercise of Warrant)

    


    To:
      Neuro-Hitech, Inc.

    


    (1) The
      undersigned Holder hereby elects to purchase ____________ shares of Common
      Stock
      of Neuro-Hitech, Inc. (the “Warrant
      Shares”),
      pursuant to the terms of the attached Warrant, and tenders herewith payment
      of
      the purchase price for such shares in full.

    


    (2) In
      exercising the Warrant, the undersigned Holder hereby confirms and acknowledges
      that the following representations are true and correct as of this
      date.

    


    a. Purchase
      Entirely for Own Account.
      The
      Warrant and the Common Stock issuable upon exercise of the Warrant are being
      acquired by Holder for investment for Holder’s own account, not as a nominee or
      agent, and not with a view to the resale or distribution in violation of law
      of
      any part thereof, and that Holder has no present intention of selling, granting
      any participation in or otherwise distributing the same. Holder further
      represent that he does not have any contract, undertaking, agreement or
      arrangement with any person to sell, transfer or grant participations to such
      person or to any third person, with respect to any of the securities issued
      or
      issuable hereunder.

     

    b. Disclosure
      of Information.
      Holder
      believes it has received all the information it considers necessary or
      appropriate for deciding whether to purchase the securities issued or issuable
      hereunder. Holder further represents that it has had an opportunity to ask
      questions and receive answers from the Company regarding the terms and
      conditions of the offering of the securities and the business, properties,
      prospects and financial condition of the Company.

     

    c. Investment
      Experience.
      Holder
      is an investor in securities of early stage companies and acknowledges that
      it
      is able to fend for itself, can bear the economic risk of its investment, and
      has such knowledge and experience in financial or business matters that it
      is
      capable of evaluating the merits and risks of the investment in the
      securities.

     

    d. Accredited
      Investor.
      Holder
      is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D
      promulgated under the Securities Act, as presently in effect.

     

    e. Restricted
      Securities.
      Holder
      understands that the securities it is receiving are characterized as “restricted
      securities” under the federal securities laws inasmuch as they are being
      acquired from the Company in a transaction not involving a public offering
      and
      that under such laws and applicable regulations such securities may be resold
      without registration under the Securities Act only in certain limited
      circumstances. In the absence of an effective registration statement covering
      the securities (or the shares issuable on exercise of the Warrant) or an
      available exemption from registration under the Securities Act, the securities
      (and any Common Stock issued on exercise thereof) must be held indefinitely.
      In
      this connection, Holder represents that it is familiar with SEC Rule 144, as
      presently if effect, and understands the resale limitations imposed thereby
      and
      by the Securities Act, including without limitation the Rule 144 condition
      that
      current information about the Company be available to the public.

     

    f. Tax
      Advisors.
      Holder
      has reviewed with Holder’s own tax advisors the federal, state and local tax
      consequences of this investment. Holder is relying solely on such advisors
      and
      not on any statements or representations of the Company or any of its agents
      as
      to Holder’s tax liability and understands that Holder (and not the Company)
      shall be responsible for Holder’s own tax liability that may arise as a result
      of this investment.

    


    (3) Please
      issue a certificate or certificates representing such Warrant Shares in the
      name
      specified below:

    


    


    
      	 	
                 
                

            
	 	
              (Name)

            
	 	 
	 	
                
                

            
	 	
              (Address)

            
	 	 
	 	
                 
                

            
	 	
              (City,
                State, Zip Code)

            
	 	 
	 	
                 
                

            
	 	
              (Federal
                Tax Identification Number)

            
	 	 
	 	
                
                

            
	 	
              (Date)

            
	 	 


    

    [Signature
      Page Follows]

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      Holder has executed this subscription as of the date above written.

     

    
      	
              HOLDER:

            	 
	 	 
	
              [____________________]

            	 
	 	 
	
              By:

            	 	 
	 	 	 
	
              Name:
                

            	 	 
	 	 	 
	
              Title: