STOCK
      AND WARRANT PURCHASE AGREEMENT

    


    This
      STOCK AND WARRANT PURCHASE AGREEMENT
      (this
“Agreement”)
      is
      made as of the date of the signature of the Company set forth on the signature
      pages hereof, by and among NEURO-HITECH,
      INC.,
      a
      Delaware corporation, with its principal offices at One Penn Plaza, Suite 1503,
      New York, New York 10019 (including its Subsidiaries as defined below, the
      “Company”),
      and
      each person identified as an Investor on the signature pages hereto (each,
      an
      "Investor" and collectively, the “Investors”).

    


    WHEREAS,
      the
      Company desires to sell on a “best efforts-no minimum” basis,
      units
      (the “Units”),
      each
      Unit consisting of (i) one (1) share (each a “Share,”
      collectively, the “Shares”)
      of the
      Company’s common stock, par value $0.001 per share (the “Common
      Stock”),
      and
      (ii) 0.5 warrant to acquire one share of the Common Stock, subject to
      adjustment, at an exercise price of $7.00 per share unless the warrant is
      exercised prior to April 30, 2008, in which case the Warrant Price shall be
      $5.00 per share (each, a “Warrant,”
and
      collectively, the “Warrants”),
      in a
      private placement (the “Offering”)
      to be
      conducted by the Company; and

    


    WHEREAS,
      the
      Company is offering the Units pursuant to Rule 506 of Regulation D promulgated
      under the Securities Act of 1933, as amended (the “Securities
      Act”),
      to
“accredited investors” only, as such term is defined in Rule 501(a) of said
      Regulation D.

    


    NOW,
      THEREFORE,
      for and
      in consideration of the premises and the mutual covenants hereinafter set forth,
      the parties hereto do hereby agree as follows: 

    


     

    SECTION
      1

    PURCHASE
      AND SALE OF UNITS

     

    1.1 Agreement
      to Purchase and Sell.
       Upon
      the
      terms and subject to the conditions set forth in this Agreement, each Investor,
      severally and not jointly, agrees to purchase at the Closing (as defined below),
      and the Company agrees to issue and sell to such Investor at the Closing, for
      the purchase price set forth opposite such Investor’s name on such Investor’s
      signature page that number of Units set forth opposite such Investor’s name
      on such Investor’s signature page at a purchase price of $4.00 per Unit. Each
      Investor hereby:

     

    (a) tenders
      an executed copy of its signature page to this Agreement;

     

    (b) tenders
      an executed copy of the Investor Qualification Questionnaire attached hereto
      as
Exhibit
      A
      (the
“Qualification
      Questionnaire”)
      and an
      executed copy of the Registration Rights Agreement (as defined below);
      and

     

    (c) tenders
      the purchase price set forth opposite such Investor’s name as set forth on such
      Investor’s signature page to Wilmington
      Trust Company (the
      “Escrow
      Agent”)
      by
      wire transfer of immediately available funds to the Escrow Account (as defined
      below) designated on the signature pages hereto (the “Proceeds”).
      The
      Offering is on a “best efforts-no minimum” basis. The Company and the Investors
      agree that the Proceeds will be deposited in an escrow account (the
“Escrow
      Account”)
      maintained by the Escrow Agent, pending a determination to close on such
      Proceeds or a termination of the Offering pursuant to Section 5 hereof. There
      is
      no minimum number of Units that must be sold in order to conduct the Closing.
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.2 Closing;
      Escrow of Excess Proceeds.
      The
      closing of the purchase and sale of the Units pursuant to Section 1.1 (the
“Closing”)
      will
      take place on the earlier of (A) such date as the Company may determine in
      its
      discretion, and (B) November 29, 2007 for any amount of Proceeds at the offices
      of Arent Fox LLP, 1050 Connecticut Avenue, Washington, DC 20036, or at such
      other place or time as may be mutually agreed upon by the Company and the
      Investors (the “Closing
      Date”).
      Upon
      the Closing Date, subject to the fulfillment of the conditions set forth in
      Section 3 hereof, the Company shall issue and deliver to such Investor
      (i) a stock certificate or certificates representing that number of Shares
      set forth opposite such Investor’s name as set forth on such Investor’s
      signature page, in such denominations and registered in such names as such
      Investor may request and (ii) Warrants to purchase that number of shares of
      Common Stock set forth opposite such Investor’s name as set forth on such
      Investor’s signature page registered in such names as such Investor may request.


     

    1.3 Independent
      Nature of Investors’ Obligations and Rights.
      The
      obligations of each Investor under any Transaction Document (as defined below)
      are several and not joint with the obligations of any other Investor, and no
      Investor shall be responsible in any way for the performance of the obligations
      of any other Investor under any Transaction Document.  The decision of each
      Investor to purchase Units pursuant to this Agreement has been made by such
      Investor independently of any other Investor and independently of any
      information, materials, statements or opinions as to the business, affairs,
      operations, assets, properties, liabilities, results of operations, condition
      (financial or otherwise) or prospects of the Company which may have been made
      or
      given by any other Investor or by any agent or employee of any other Investor,
      and no Investor or any of its agents or employees shall have any liability
      to
      any other Investor (or any other person) relating to or arising from any such
      information, materials, statements or opinions.  Nothing contained herein
      or in any Transaction Document, and no action taken by any Investor pursuant
      thereto, shall be deemed to constitute the Investors as a partnership, an
      association, a joint venture or any other kind of entity, or create a
      presumption that the Investors are in any way acting in concert or as a group
      with respect to such obligations or the transactions contemplated by the
      Transaction Documents.  Each Investor acknowledges that no other Investor
      has acted as agent for such Investor in connection with making its investment
      hereunder and that no other Investor will be acting as agent of such Investor
      in
      connection with monitoring its investment hereunder.  Each Investor shall
      be entitled to independently protect and enforce its rights, including without
      limitation the rights arising out of this Agreement or out of the other
      Transaction Documents, and it shall not be necessary for any other Investor
      to
      be joined as an additional party in any proceeding for such
      purpose.

     

     

    SECTION
      2

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS

     

    2.1 Investor
      Representations, Warranties and Covenants.
      Each
      Investor hereby acknowledges, represents, warrants or covenants, as the case
      may
      be, severally and not jointly to the Company as follows:

     

    (a) The
      Investor is, and on each date on which it exercise Warrants will be, an
“accredited investor” as such term is defined in Rule 501 of Regulation D
      promulgated under the Securities Act, as indicated by his response set forth
      in
      the Qualification Questionnaire attached hereto, and is able to bear economic
      risk of an investment in the Units.

     

    (b) The
      Investor has prior investment experience, including investment in early stage
      companies, non-listed and non-registered securities, has the ability to fend
      for
      himself, can bear the economic risk of his investment, and has such knowledge
      and experience in financial, business matters that he is capable of evaluating
      the merits and risks of such an investment, and that he recognizes the highly
      speculative nature of this investment.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    (c) The
      Investor acknowledges receipt and careful review of the documents filed with
      respect to the Company with the Securities and Exchange Commission (“SEC”)
      since
      November 29, 2006 (the “SEC
      Documents”)
      pursuant to the Securities Act and the Securities Exchange Act of 1934, as
      amended (the “Exchange
      Act”),
      and
      hereby represents that he has been furnished by the Company during the course
      of
      this transaction with all other information regarding the Company which he
      had
      requested or desired to know, that all documents which could be reasonably
      provided have been made available for his inspection and review, that he has
      been afforded the opportunity to ask questions of and receive answers from
      duly
      authorized officers or other representatives of the Company concerning the
      terms
      and conditions of the Offering and any additional information which he had
      requested. Notwithstanding the foregoing, it is understood that Investor is
      purchasing the Units without being furnished a prospectus setting forth all
      of
      the information that would be required to be furnished in a prospectus under
      the
      Securities Act.

     

    (d) The
      Investor understands and recognizes that the purchase of the Units is highly
      speculative and involves a high degree of risk and that only investors who
      can
      afford the loss of their entire investment should consider investing in the
      Company. The Investor has also reviewed the risk factors in the SEC
      Documents.

     

    (e) The
      Investor acknowledges that the Offering will be conducted on a “best efforts-no
      minimum” basis, and that there is no minimum amount of Units which must be
      purchased in order to close any purchase. The Investor acknowledges that the
      Company may find it necessary to raise additional capital in the
      future.

     

    (f) The
      Investor represents that the Units are being purchased for his own account,
      for
      investment and not for distribution or resale to others. The Investor agrees
      that he will not sell or otherwise transfer such securities unless they are
      registered under the Securities Act or unless an exemption from such
      registration is available. The Investor 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 the
      Units.

     

    (g) The
      Investor understands that he may never be able to liquidate his investment
      in
      the Company. Although the Company has undertaken to register under the
      Securities Act the Common Stock comprising Units and the shares of Common Stock
      issuable upon the exercise of the Warrants (the “Warrant
      Shares”
and
      collectively with the Common Stock included in the Units, the “Securities”)
      pursuant to a registration rights agreement of even date herewith (the
“Registration
      Rights Agreement”),
      there
      can be no assurance that such registration will ever be effective or remain
      effective, or that there will be any liquidity with respect to the sale of
      such
      securities, if and when registered. Investor represents that he has sufficient
      liquid assets so that the illiquidity associated with this investment will
      not
      cause any undue financial difficulties or affect the Investor’s ability to
      provide for its current needs and possible financial contingencies, and that
      the
      Investor’s commitment to all high risk investments (including this one if this
      purchase is agreed to and accepted by the Company) is reasonable in relation
      to
      the Investor’s net worth and/or annual income.

     

    (h) The
      Investor understands that pending an effective registration under the Securities
      Act, if any, the Common Stock, the Warrants and the Warrant Shares will be
      restricted securities as such term is defined under Rule 144 (“Rule
      144”)
      promulgated under the Securities Act and cannot be sold except pursuant to
      such
      registration or an exemption therefrom. The Investor further understands that
      the Company has no obligation to register the Warrants for resale under the
      Securities Act.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    (i) The
      Investor understands that the Company is relying on the Investor’s
      representations herein and the information provided by the Investor in the
      Qualification Questionnaire. Any information which the Investor has heretofore
      furnished to the Company in the Qualification Questionnaire or otherwise,
      including, without limitation, information with respect to its financial
      position and business experience is correct and complete as of the date of
      this
      Agreement, and if there should be any material change in such information prior
      to the Closing the Investor will immediately furnish such revised or corrected
      information to the Company.

     

    (j) The
      Investor understands the tax consequences of this investment and that the
      contents of this Agreement does not contain tax advice or information. The
      Investor confirms that it is not relying on any statements or representations
      of
      the Company or any of its agents with respect to the tax and other economic
      considerations of an investment in the Units. The Investor has had the
      opportunity to consult with the Investor’s own legal, accounting, tax,
      investment and other advisors, who are unaffiliated with the Company or any
      affiliate or selling agent of the Company, with respect to the tax treatment
      of
      an investment by the Investor in the Units. The Investor also acknowledges
      that
      it is solely responsible for any of its own tax liability that may arise as
      a
      result of this investment or the transactions contemplated by this
      Agreement.

     

    (k) If
      the
      Investor is an entity, it is a corporation, limited liability company, trust
      or
      partnership or other similar entity duly organized, validly existing and in
      good
      standing under the laws of its jurisdiction. The Investor has full power and
      authority (corporate or otherwise) to execute, deliver and enter into this
      Agreement and to purchase the Units. The execution and delivery by the Investor
      of this Agreement and the consummation of the transactions contemplated hereby
      have been duly authorized by all necessary corporate or other action on the
      part
      of the Investor. If the Investor is an individual, the Investor has the legal
      capacity to enter into this Agreement and is a bona fide resident of the state
      shown in the address set forth on the signature pages hereto.

     

    (l) The
      Investor consents to the placement of a legend on any certificate or other
      documents evidencing the Shares, the Warrants and the Warrant Shares
      substantially in the following form: 

     

     

    “THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES
      FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY BE RESOLD OR OTHERWISE
      TRANSFERRED ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION (IF AVAILABLE)
      UNDER
      THE SECURITIES ACT, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
      THE
      SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
      OF ANY STATE OF THE UNITED STATES.”

     

    (m) The
      address of the Investor furnished by him on the signature pages hereto is the
      undersigned’s principal residence if he is an individual or its principal
      business address if it is a corporation or other entity.

     

    (n) Except
      as
      set forth herein, no representations or warranties have been made to the
      Investor by the Company or any agent, employee or affiliate of the Company
      and
      in entering into this transaction, the Investor is not relying on any
      information, other than that contained herein and the results of independent
      investigation by the Investor. 

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    (o) Investor
      either (i) has a pre-existing personal or business relationship with the Company
      or any of its partners, officers, directors or controlling persons, or (ii)
      by
      reason of such Investor’s business or financial experience or the business or
      financial experience of such Investor’s professional advisors (which
      professional advisors are unaffiliated with and are not compensated by the
      Company, or any affiliate or selling agent of the Company, directly or
      indirectly) such Investor could be reasonably assumed to have the capacity
      to
      protect such Investor’s own interests in connection with the
      transaction.

     

    (p) This
      Agreement constitutes the legal, valid and binding agreement of the Investor,
      enforceable against the Investor in accordance with its terms, except (i) as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium and
      other laws of general application affecting enforcement of creditors’ rights
      generally and by general equitable principles, (ii) as limited by laws relating
      to the availability of specific performance, injunctive relief, or other
      equitable remedies, and (iii) to the extent any indemnification provisions
      contained in this Agreement may be limited by applicable Federal or state
      securities laws.

     

    (q) If
      the
      Investor is not a United States person, it has satisfied itself as to the full
      observance of the laws of its jurisdiction in connection with any invitation
      to
      purchase the Units or any use of this Agreement, including (i) the legal
      requirements within its jurisdiction for the purchase of the Securities, (ii)
      any foreign exchange restrictions applicable to such purchase, (iii) any
      governmental or other consents that may need to be obtained and (iv) the income
      tax and other tax consequences, if any, that may be relevant to the purchase,
      holding, redemption, sale or transfer of the Securities. Such Investor’s payment
      for, and his or her continued beneficial ownership of the Securities, will
      not
      violate any applicable securities or other laws of the Investor’s
      jurisdiction.

     

    (r) The
      Investor also understands and agrees that, although the Company will use its
      best efforts to keep confidential the information provided herein, the Company
      may present the information provided herein to such parties as it deems
      advisable (a) if called upon to establish either the availability under any
      Federal or state securities laws of an exemption from registration of the
      Offering or compliance with any other legal requirement, or (b) if the contents
      hereof are relevant to any issue in any action, regulatory request, inspection,
      investigation, suit or proceeding to which the Company is a party, is subject,
      or by which it is or may be bound. Further, the Investor understands that the
      Offering may be reported to the SEC pursuant to the requirements of applicable
      Federal law and to various state securities or blue sky commissioners pursuant
      to applicable laws.

     

    (s) No
      court
      or governmental injunction, order or decree affecting the Investor and
      prohibiting the execution and delivery by the Investor of this Agreement and
      the
      consummation of the transactions contemplated hereby is in effect, and the
      terms
      of this Agreement do not conflict with any provision of the certificate or
      articles of incorporation or by-laws (or comparable charter, partnership or
      other organizational documents) of the Investor, or conflict with, or result
      in
      a material breach or violation of, any of the terms or provisions of, or
      constitute (with due notice or lapse of time or both) a material default under,
      any material lease, loan agreement, mortgage, security agreement, trust
      indenture or other agreement or instrument to which the Investor is a
      party.

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    (t) No
      material consent, approval, license, permit, order or authorization of, or
      registration, declaration or filing with, any court, administrative agency
      or
      commission or other governmental authority or instrumentality, domestic or
      foreign, remains to be obtained or is otherwise required to be obtained by
      the
      Investor in connection with the authorization, execution and delivery of this
      Agreement or the consummation of the transactions contemplated hereby,
      including, without limitation the purchase and sale of the Units.

     

    (u) [Intentionally
      Omitted]

     

    (v) No
      finder, broker, agent, financial person or other intermediary has acted on
      behalf of the Investor in connection with the Investor’s purchase of the Units,
      the consummation of this Agreement or any of the transactions contemplated
      hereby. The Investor has not had any direct or indirect contact with any
      investment banking firm (or similar firm) with respect to the offer of the
      Units
      by the Company to the Investor or the Investor’s purchase of the
      Units.

     

    (w) The
      Investors did not (i) receive or review any advertisement, article, notice
      or
      other communication published in a newspaper or magazine or similar media or
      broadcast over television or radio, whether closed circuit, or generally
      available, with respect to the Units or (ii) attend any seminar, meeting or
      investor or other conference whose attendees were, to the Investor’s knowledge,
      invited by any general solicitation or general advertising with respect to
      the
      Units.

     

    (x) The
      Investor acknowledges that the Offering is confidential and non-public and
      agrees that all information about the Offering shall be kept in confidence
      by
      the Investor until the public announcement of the Offering by the Company.
      The
      Investor acknowledges that the foregoing restrictions on the Investor’s use and
      disclosure of any such confidential, non-public information contained in the
      above-described documents restricts the Investor from trading in the Company’s
      securities to the extent such trading is on the basis of material, non-public
      information of which the Investor is aware and is in violation of applicable
      securities laws. Except for the terms of the Transaction Documents and the
      fact
      that the Company is considering consummating the transactions contemplated
      therein, the Company confirms that neither the Company nor, to its knowledge,
      any other person acting on its behalf, has provided any of the Investors or
      their agents or counsel with any information that constitutes material,
      non-public information.

     

    (y) The
      Investor agrees that beginning on the date hereof until the Offering is publicly
      announced by the Company (which the Company has agreed to undertake in
      accordance with the provisions of Section 4.7 hereof), the Investor will not
      enter into any Short Sales. For purposes of the foregoing sentence, a “Short
      Sale” by an Investor means a sale of Common Stock that is marked as a short sale
      and that is executed at a time when such Investor has no equivalent offsetting
      long position in the Common Stock, exclusive of the Shares. For purposes of
      determining whether an Investor has an equivalent offsetting long position
      in
      the Common Stock, all Common Stock that would be issuable upon exercise in
      full
      of all options then held by such Investor (assuming that such options were
      then
      fully exercisable, notwithstanding any provisions to the contrary, and giving
      effect to any exercise price adjustments scheduled to take effect in the future)
      shall be deemed to be held long by such Investor.

     

    (z) The
      foregoing acknowledgments, representations, warranties and covenants shall
      survive the Closing.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    2.2 Representations,
      Warranties and Covenants of the Company.
      The
      Company hereby acknowledges, represents, warrants or covenants, as the case
      may
      be, to the Investor as follows:

     

    (a) The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware. The Company has full corporate power
      and authority to own and hold its properties and to conduct its business. The
      Company is duly licensed or qualified to do business, and in good standing,
      in
      each jurisdiction in which the nature of its business requires licensing,
      qualification or good standing, except for any failure to be so licensed or
      qualified or in good standing that would not have a material adverse effect
      on
      (i) the Company and each Subsidiary (as defined below) taken as a whole, (ii)
      its consolidated results of operations, assets, or financial condition, (iii)
      its ability to perform its obligations under this Agreement, the Warrants and
      the Registration Rights Agreement or (iv) the Securities (a “Material
      Adverse Effect”).

     

    (b) The
      Company’s subsidiaries are Q-RNA, LLC, a Delaware limited liability company and
      Marco-HiTech JV Ltd., a New York corporation (each a “Subsidiary”
and
      collectively, the “Subsidiaries”).
      All
      of the outstanding shares of capital stock of each of the Subsidiaries are
      duly
      authorized, validly issued, fully paid and nonassessable and owned by the
      Company and are free and clear of all liens, claims, encumbrances, options,
      pledges and security interests (collectively, “Liens”)
      and
      were not issued in violation of, nor subject to, any pre-emptive, subscription
      or similar rights. There are no outstanding warrants, options, subscriptions,
      calls, rights, agreements, convertible or exchangeable securities or other
      commitments or arrangements relating to the issuance, sale, purchase, return
      or
      redemption, voting or transfer of any shares, whether issued or unissued, of
      any
      capital stock, equity interest or other securities of any Subsidiary. The
      Company and the Subsidiaries do not own any equity interests in any person,
      other than the Subsidiaries. Each Subsidiary is duly organized, validly existing
      and in good standing under the laws of the jurisdiction of its organization
      and
      has all requisite power and authority to own, lease and operate its properties
      and to conduct its business.

     

    (c) Schedule
      2.2(c)
      sets
      forth (a) the authorized capital stock of the Company; (b) the number of shares
      of capital stock issued and outstanding; (c) the number of shares of capital
      stock issuable pursuant to the Company’s stock plans; and (d) the number of
      shares of capital stock issuable and reserved for issuance pursuant to
      securities exercisable for, or convertible into or exchangeable for any shares
      of capital stock of the Company. All of the issued and outstanding shares of
      the
      Company’s capital stock have been duly authorized and validly issued and are
      fully paid, nonassessable and free of pre-emptive rights and were issued in
      full
      compliance with applicable law and any rights of third parties relative to
      the
      Company and its subsidiaries. No person is entitled to pre-emptive or similar
      statutory or contractual rights with respect to any securities of the Company.
      Except as described on Schedule
      2.2(c),
      there
      are no outstanding warrants, options, convertible securities or other rights,
      agreements or arrangements of any character under which the Company or any
      of
      its Subsidiaries is or may be obligated to issue any equity securities of any
      kind and except as contemplated by this Agreement, neither the Company nor
      any
      of its Subsidiaries is currently in negotiations for the issuance of any equity
      securities of any kind. Except as described on Schedule
      2.2(c),
      there
      are no voting agreements, buy-sell agreements, option or right of first purchase
      agreements or other agreements of any kind among the Company and any of the
      securityholders of the Company relating to the securities of the Company held
      by
      them. Except as described on Schedule
      2.2(c)
      the
      Company has not granted any person the right to require the Company to register
      any securities of the Company under the Securities Act, whether on a demand
      basis or in connection with the registration of securities of the Company for
      its own account or for the account of any other person. Except
      as
      described on Schedule
      2.2(c),
      the
      Company does not have outstanding stockholder purchase rights or any similar
      arrangement in effect giving any person the right to purchase any equity
      interest in the Company upon the occurrence of certain events. 

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

    (d) The
      Company has full corporate power and authority to execute, deliver and enter
      into this Agreement, the Registration Rights Agreement,
      the
      Warrants and the Escrow Agreement, each (other than the Escrow Agreement) dated
      as of the date hereof, by and among the Company and the Escrow Agent
      (collectively, the “Transaction
      Documents”)
      and to
      consummate the transactions contemplated hereby and thereby. All action on
      the
      part of the Company, its directors or stockholders necessary for the
      authorization, execution, delivery and performance of this Agreement and the
      other Transaction Documents by the Company, the authorization, sale, issuance
      and delivery of the Securities and the performance of the Company’s obligations
      hereunder and thereunder has been taken.
      The
      Securities have been duly authorized and, when issued and paid for in accordance
      with this Agreement, will be validly issued, fully paid and non-assessable
      and
      will be free and clear of all Liens imposed by or through the Company other
      than
      restrictions imposed by this Agreement and applicable securities laws. This
      Agreement and the other Transaction Documents have been duly executed and
      delivered by the Company, and each such agreement constitutes a legal, valid
      and
      binding obligation of the Company, enforceable against the Company in accordance
      with its terms.

     

    (e) 
      (i)
      Included in the Company’s Form 10-KSB/A for the fiscal year ended December 31,
      2006 (the “Form
      10-KSB”),
      are
      true and complete copies of the audited consolidated balance sheets (the
“Balance
      Sheets”)
      of the
      Company and its Subsidiaries at December 31, 2006, and the related audited
      consolidated statements of operation, changes in shareholders’ equity and cash
      flows for the years ended December 31, 2006 and 2005 (the “Financial
      Statements”),
      accompanied by the report of Moore Stephens P.C., Certified Public Accountants,
      A Professional Corporation. The Financial Statements have been prepared in
      accordance with United States generally accepted accounting principles
      (“GAAP”),
      applied consistently with the past practices of the Company (except as may
      be
      indicated in the notes thereto), and as of their respective dates, fairly
      present the consolidated financial position of the Company and the results
      of
      its operations and cash flows for the periods indicated therein. The Financial
      Statements have been prepared and are in accordance in all material respects
      with the accounting books and records of the Company. The books and records
      of
      the Company are kept in accordance with the provisions of the Exchange
      Act.

     

    (ii) Each
      SEC
      Document is available via the SEC’s EDGAR System. All reports or other documents
      required to be filed by the Company under the Securities Act or the Exchange
      Act
      since November 29, 2006 have been filed. As of their respective filing dates,
      each SEC Document complied in all material respects with the requirements of
      the
      Securities Act or the Exchange Act, as applicable, and the rules and regulations
      of the SEC thereunder applicable to the SEC Documents, and no SEC Document
      contained any untrue statement of a material fact or omitted to state any
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading. As of their respective filing dates, the financial statements of
      the
      Company included in the SEC Documents complied as to form in all material
      respects with then applicable accounting requirements and with the published
      rules and regulations of the SEC with respect thereto. 

    


    (iii) All
      written disclosures provided to the Investors regarding the Company, its
      business and the transactions contemplated hereby, furnished by or on behalf
      of
      the Company (including the Company’s representations and warranties set forth in
      this Agreement and the schedules to this Agreement) are true and correct in
      all
      material respects and do not contain any untrue statement of a material fact
      or
      omit to state any material fact necessary in order to make the statements made
      therein, in light of the circumstances under which they were made, not
      misleading. No event or circumstance has occurred or information exists with
      respect to the Company or any of its Subsidiaries or its or their business,
      properties, prospects, operations or financial conditions, which, under
      applicable law, rule or regulation, requires public disclosure or announcement
      by the Company but which has not been so publicly announced or
      disclosed.

    


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    (iv) Since
      December 31, 2006, neither the Company nor any of its Subsidiaries has incurred
      any material liabilities or obligations of any nature, whether or not accrued,
      absolute, contingent or otherwise, other than liabilities (A) disclosed in
      the
      SEC Documents filed prior to the date of this Agreement, (B) adequately provided
      for in the Balance Sheets or disclosed in any related notes thereto, (C) not
      required under GAAP to be reflected in the Balance Sheets, or disclosed in
      any
      related notes thereto, (D) incurred in connection with this Agreement or (E)
      incurred in the ordinary course of business and under contracts entered into
      in
      the ordinary course of business and in excess of $250,000.

    


    (v) Since
      December 31, 2006, there has not been any material adverse change in the
      business, financial condition or operating results of the Company and its
      Subsidiaries. 

    


    (vi) No
      written order or injunction has been issued to the Company, and to the best
      of
      its knowledge, there are no injunctions (which have not been reduced to writing)
      that either (i) asserts that any of the transactions contemplated by the
      Transaction documents is subject to the registration requirements of the
      Securities Act or (ii) purports to prevent or suspend the issuance or sale
      of
      any of the Securities in any jurisdiction. 

     

    (f) Except
      as
      contemplated by this Agreement or disclosed in the SEC Documents, since December
      31, 2006 through the date immediately preceding the Closing Date, neither the
      Company nor any of its Subsidiaries has (i) issued any stock, options, bonds
      or
      other securities, (ii) borrowed any material amount or incurred or became
      subject to any material liabilities (absolute, accrued or contingent), other
      than current liabilities incurred in the ordinary course of business and
      liabilities under contracts entered into in the ordinary course of business,
      (iii) discharged or satisfied any material lien or material adverse claim or
      paid any material obligation or material liability (absolute, accrued or
      contingent), other than current liabilities shown on the Balance Sheets and
      current liabilities incurred in the ordinary course of business, (iv) declared
      or made any payment or distribution of cash or other property to the
      stockholders of the Company or purchased or redeemed any securities of the
      Company, (v) mortgaged, pledged or subjected to any material lien or material
      adverse claim any of its properties or assets, except for liens for taxes not
      yet due and payable or otherwise in the ordinary course of business, (vi) sold,
      assigned or transferred any of its assets, tangible or intangible, except in
      the
      ordinary course of business or in an amount less than $250,000, (vii) suffered
      any extraordinary losses or waived any rights of material value other than
      in
      the ordinary course of business, (viii) made any capital expenditures or
      commitments therefor other than in the ordinary course of business or in an
      amount less than $250,000, (ix) entered into any other transaction other than
      in
      the ordinary course of business in an amount less than $250,000 or entered
      into
      any material transaction, whether or not in the ordinary course of business,
      (x)
      made any charitable contributions or pledges, (xi) suffered any damages,
      destruction or casualty loss, whether or not covered by insurance, affecting
      any
      of the properties or assets of the Company or any other properties or assets
      of
      the Company which could, individually or in the aggregate, have or result in
      a
      Material Adverse Effect, (xii) made any material change in the nature or
      operations of the business of the Company or (xiii) entered into any agreement
      or commitment to do any of the foregoing or that could reasonably be expected
      to
      result in any of the foregoing.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

    (g) (i)
      The
      execution and delivery by the Company of this Agreement and the other
      Transaction Documents and the consummation of the transactions contemplated
      hereby will not (A) result in the violation of any provision of the Certificate
      of Incorporation or By-laws of the Company, (B) result in any violation of
      any
      law, statute, rule, regulation, order, writ, injunction, judgment or decree
      of
      any court or governmental authority to or by which the Company or any of its
      Subsidiaries is bound or (C) conflict with, or result in a breach or violation
      of, any of the terms or provisions of, or constitute (with due notice or lapse
      of time or both) a default under, any lease, loan agreement, mortgage, security
      agreement, trust indenture or other agreement to which the Company or any of
      its
      Subsidiaries is a party or by which it is bound or to which any of its
      properties or assets is subject, nor result in the creation or imposition of
      any
      Lien upon any of the properties or assets of the Company or any of its
      Subsidiaries, in the cases of clauses (B) and (C) above, only to the extent
      such
      conflict, breach, violation, default or Lien reasonably could, individually
      or
      in the aggregate, have or result in a Material Adverse Effect.

     

    (ii)
      No
      consent, approval, license, permit, order or authorization of, or registration,
      declaration or filing with, any court, administrative agency or commission
      or
      other governmental authority remains to be obtained or is otherwise required
      to
      be obtained by the Company in connection with the authorization, execution
      and
      delivery of this Agreement or the consummation of the transactions contemplated
      hereby, including, without limitation the issue and sale of the Units, except
      filings as may be required to be made by the Company after the Closing with
      (A)
      the SEC and (B) state “blue sky” or other securities regulatory
      authorities.

     

    (h) The
      Company and its Subsidiaries have all licenses, permits and other governmental
      authorizations currently required for the conduct of its current business and
      the ownership of its properties and is in all respects complying therewith,
      except where the failure to have such licenses, permits and other governmental
      authorizations would not have a Material Adverse Effect.

     

    (i) The
      Company is subject to and in compliance with the reporting requirements of
      Section 13 or 15(d) of the Exchange Act and files reports with the SEC on the
      EDGAR System. The Common Stock is registered pursuant to Section 12(b) of the
      Exchange Act and the outstanding shares of Common Stock are listed for quotation
      on the NASDAQ Capital Market, and the Company has taken no action designed
      to,
      or likely to have the effect of, terminating the registration of the Common
      Stock under the Exchange Act or de-listing the Common Stock from the NASDAQ
      Capital Market, nor has the Company received any written notification or, to
      its
      knowledge, oral notification, that the SEC or the NASDAQ Capital Market is
      contemplating terminating such registration or listing or that the Company
      is
      not in compliance with the continuing listing or maintenance requirements of
      the
      NASDAQ Capital Market.

     

    (j) The
      certificates for the shares of Common Stock conform to the requirements of
      the
      NASDAQ Capital Market and the General Corporation Law of the State of
      Delaware.

     

    (k) The
      Company has complied in all material respects with and established such
      committees and policies as required by the Sarbanes-Oxley Act of 2002 and the
      rules and regulations of the SEC
      promulgated thereunder. The Company is subject to and is in compliance in all
      material respects with the requirements of the NASDAQ Capital
      Market.

     

    (l) Except
      as
      disclosed in the SEC Documents, there are no material claims, actions, suits,
      investigations or proceedings pending or, to the Company’s knowledge, threatened
      against the Company and its Subsidiaries or their respective assets, or any
      director or officer of the Company or any of its Subsidiaries, in such person’s
      capacity as an officer or director of the Company or any of its Subsidiaries,
      at
      law or in equity, by or before any governmental authority, or by or on behalf
      of
      any third party. 

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    (m) The
      Company is not, and following the Closing of the Offering will not be, an
“investment company” within the meaning of that term under the Investment
      Company Act of 1940, as amended, and the rules and regulations of the SEC
      thereunder.

     

    (n) Neither
      the Company nor any of its Subsidiaries is (i) in default under or in violation
      of any indenture, loan or credit agreement or any other agreement or instrument
      to which it is a party of by which it or any of its properties is bound or
      (ii)
      in violation of any order, decree or judgment of any court, arbitrator or
      governmental body, the default under or violation of which could, individually
      or in the aggregate, have or result in a Material Adverse Effect.

     

    (o) The
      Company and its Subsidiaries, as the case may be, own all right, title and
      interest, or possesses adequate rights, in and to all patents, trademarks,
      registered copyrights, service marks or trade names, permits, grants and
      licenses and all other intangible assets of the Company necessary to conduct
      the
      business of the Company as presently conducted (the “Intellectual
      Property”)
      and to
      the knowledge of the Company the Intellectual Property does not infringe on
      or
      conflict with the rights or intellectual property of third parties, and, neither
      the Company, nor any of its Subsidiaries has received any written notice
      contesting its right to use any such Intellectual Property. The Intellectual
      Property has not been and are not the subject of any pending or threatened
      litigation or claim of infringement, and the transactions contemplated hereby
      and by the other Transaction Documents will not adversely affect the right,
      title and interest of the Company in and to the Intellectual
      Property.1 

     

    (p) The
      Company and its Subsidiaries have obtained all permits, licenses and other
      authorizations which are required under United States federal, state and local
      laws relating to pollution or protection of the environment, including laws
      related to emissions, discharges, releases or threatened releases of pollutants,
      contaminants or hazardous or toxic material or wastes into ambient air, surface
      water, ground water or land, or otherwise relating to the manufacture,
      processing, distribution, use, treatment, storage, disposal, transport or
      handling or pollutants, contaminants or hazardous or toxic materials or wastes
      (“Environmental
      Laws”),
      except where the failure to obtain such permits, license or authorizations
      would
      not, individually or in the aggregate, have or result in a Material Adverse
      Effect. The Company and its Subsidiaries are in compliance with all terms and
      conditions of such permits, licenses and authorizations and are also in full
      compliance with all other limitations, restrictions, conditions and requirements
      contained in the Environmental Laws, except where the failure to so comply
      would
      not have a Material Adverse Effect. The Company is not aware of, nor has the
      Company received notice of, any events, conditions, circumstances, actions
      or
      plans which may interfere with or prevent continued compliance or which would
      give rise to any material liability under any Environmental Laws.

     

    (q) All
      material agreements to which the Company or any of its Subsidiaries is a party
      or by which any of them is bound and which are required to be filed by the
      Company pursuant to the Securities Act, the Exchange Act and the rules and
      regulations thereunder have been filed by the Company with the SEC. As of the
      date hereof, except as disclosed in the SEC Documents, and except for those
      agreements that by their terms are no longer in effect, each such agreement
      is
      in full force and effect and is binding on the Company and, to the Company’s
      knowledge, is binding upon such other parties, in each case in accordance with
      its terms, and neither the Company nor, to the Company’s knowledge, any other
      party thereto is in material breach of or material default under any such
      agreement. Except as disclosed in the SEC Documents, the Company has not
      received any written notice regarding the termination of any such
      agreements.

     

    
      
        

      

      1
        Revisions subject to review.

    

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

    (r) The
      Company has good title to all the properties and assets reflected as owned
      by it
      in the Financial Statements, subject to no Lien except (i) those, if any,
      reflected in such Financial Statements or (ii) those which are not material
      in
      amount and do not adversely affect the use made and intended to be made of
      such
      property by the Company. The Company holds its leased properties under valid
      and
      binding leases. Except as disclosed in the SEC Documents, the Company owns
      or
      leases all such properties as are necessary to its operations as now
      conducted.

     

    (s) The
      Company and its Subsidiaries maintain insurance of the types, against such
      losses and in the amounts and with such insurers as are customary in the
      Company’s industry for similarly situated companies, and otherwise reasonably
      prudent, including, but not limited to, insurance covering all real and personal
      property owned or leased by the Company against theft, damage, destruction,
      acts
      of vandalism and all other risks customarily insured against by similarly
      situated companies, all of which insurance is in full force and
      effect.

     

    (t) The
      Company and its Subsidiaries are in compliance in all material respects with
      all
      applicable laws and all orders of, and agreements with, any governmental
      authority applicable to the Company, any Subsidiary or any of their respective
      assets. The Company and the Subsidiaries have all permits, certificates,
      licenses, approvals and other authorizations required under applicable laws
      or
      necessary in connection with the conduct of their businesses, except where
      the
      failure to have such permits, certificates, licenses, approvals and other
      authorizations would not have a Material Adverse Effect.

     

    (u) The
      Company and its Subsidiaries have filed or obtained extensions of all material
      United States federal, state, local and foreign income, excise, franchise,
      real
      estate, sales and use and other tax returns which it or they are required to
      file. All material federal, state, county, local, foreign or other income taxes
      which have become due or payable by the Company or any of its Subsidiaries
      (collectively, “Taxes”),
      have
      been paid in full or are adequately provided for in accordance with GAAP on
      the
      financial statements of the applicable person. No Liens arising from or in
      connection with Taxes have been filed and are currently in effect against the
      Company or any of its Subsidiaries, except for Liens for Taxes which are not
      yet
      due or which would not have a Material Adverse Effect. No audits or
      investigations are pending or, to the knowledge of the Company, threatened
      with
      respect to any tax returns or Taxes of the Company or any of its
      Subsidiaries.

     

    (v) The
      Company is in compliance in all material respects with all presently applicable
      provisions of the Employee Retirement Income Security Act of 1974, as amended,
      including the regulations and published interpretations thereunder
      (“ERISA”);
      no
“reportable event” (as defined in ERISA) has occurred with respect to any
“pension plan” (as defined in ERISA) for which the Company would have any
      material liability; the Company has not incurred and does not expect to incur
      any material liability under (i) Title IV of ERISA with respect to termination
      of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the
      Internal Revenue Code of 1986, as amended, including the regulations and
      published interpretations thereunder (the “Code”);
      and
      each “pension plan” for which the Company would have any liability that is
      intended to be qualified under Section 401(a) of the Code is so qualified in
      all
      material respects and nothing has occurred, whether by action or by failure
      to
      act, which would cause the loss of such qualification.

     

    (w) The
      Company is not involved in any material labor dispute with its employees nor
      is
      any such dispute, to the Company’s knowledge, threatened or
      imminent.

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

    (x) Assuming
      the truth of the Investor’s representations and acknowledgments contained in
      Section 2.1 hereof, neither the Company nor any person acting on its behalf
      has
      offered or sold the Securities by means of any general solicitation or general
      advertising within the meaning of Rule 502(c) under the Securities Act. The
      Company has not sold the Securities to anyone other than the Investors
      designated on the signature pages hereto. Each Share, Warrant and Warrant Share
      certificate shall bear substantially the same legend set forth in Section 2.1(l)
      hereof for at least so long as required by the Securities Act.

     

    (y) Neither
      the Company nor any of its Subsidiaries, nor, to the knowledge of the Company,
      any director, officer, agent, employee or other person associated with or acting
      on behalf of the Company or any of its Subsidiaries, has (i) used any corporate
      funds for any unlawful contribution, gift, entertainment or other unlawful
      expense relating to political activity; (ii) made any direct or indirect
      unlawful payment to any foreign or domestic government official or employee
      from
      corporate funds; (iii) violated or is in violation of any provision of the
      U.S.
      Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff,
      influence payment, kickback or other unlawful payment.

     

    (z) [Intentionally
      Omitted]

     

    (aa) The
      Company intends to account for the gross proceeds raised from the financing
      which is the subject of this Agreement as equity in its financial statements.
      

     

    (bb) The
      proceeds to the Company from the offering of the Securities will not be used
      to
      purchase or carry any security in violation of Regulation T, U and X of the
      Board of Governors of the Federal Reserve System.

     

    (cc) The
      Company maintains a system of internal accounting and other controls sufficient
      to provide reasonable assurances that (i) transactions are executed in
      accordance with management’s general or specific authorizations, (ii)
      transactions are recorded as necessary to permit preparation of financial
      statements in conformity with GAAP and to maintain accountability for assets,
      (iii) access to assets is permitted only in accordance with management’s general
      or specific authorization, and (iv) the recorded accounting for assets is
      compared with existing assets at reasonable intervals and appropriate action
      is
      taken with respect to any differences.

     

    (dd) Except
      as
      disclosed in the SEC Documents, no relationship, direct or indirect, exists
      between or among the Company or any affiliate of the Company, on the one hand,
      and any director, officer, stockholder, customer or supplier of the Company
      or
      any affiliate of the Company, on the other hand, which is required by the
      Exchange Act to be described in the Form 10-KSB for the year ended December
      31,
      2006, which is not so described in such reports.

     

    The
      Company acknowledges that the Investors and, for purposes of the opinions to
      be
      delivered to the Investors pursuant to Section 3 hereof, counsel to the Company
      and counsel to the Investors will rely upon the accuracy and truth of the
      foregoing representations and hereby consents to such reliance.

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

     

    SECTION
      3

    CONDITIONS
      FOR CLOSING

     

    3.1 Conditions
      of Investor’s Obligations at Closing.
      The
      obligations of each Investor under this Agreement are subject to the Company’s
      fulfillment on or before Closing of each of the following
      conditions:

     

    (a) Representations
      and Warranties.
      Each of
      the representations and warranties of the Company contained in this Agreement
      which are qualified as to materiality must be true and correct in all respects
      and each of the representations and warranties of the Company contained in
      this
      Agreement which are not qualified as to materiality must be true and correct
      in
      all material respects as of the Closing Date, in each case, as if made on such
      date.

     

    (b) Performance.
      The
      Company shall have performed and complied in all material respects with all
      agreements, covenants and conditions required to be performed and complied
      with
      by it under the Transaction Documents at or before the Closing.

     

    (c) No
      Suspension.
      No
      order suspending the use of the Transaction Documents or the SEC Documents
      or
      enjoining the offering or sale of the Securities shall have been issued, and
      no
      proceedings for that purpose or a similar purpose shall have been initiated
      or
      pending, or, to the best of the Company’s knowledge, are contemplated or
      threatened nor has any order been issued halting the trading of the Company’s
      Common Stock on the NASDAQ Capital Market.

     

    (d) Capitalization.
      Immediately prior to the consummation of the Closing, the Company will have
      an
      authorized capitalization as set forth on Schedule
      2.2(c).

     

    (e) Officers’
      Certificate.
      The
      Investors shall have received certificates of the Chief Executive Officer and
      Chief Financial Officer of the Company, dated as of the Closing Date, certifying
      in their capacity as officers of the Company, as to the fulfillment of the
      conditions set forth in subparagraphs (a), (b), (c) and (d) above.

     

    (f) No
      Material Adverse Change.
      At
      Closing, the Chief Executive Officer and the Chief Financial Officer of the
      Company shall have provided a certificate to the Investors confirming that
      there
      have been no material adverse changes in the condition (financial or otherwise)
      or prospects of the Company from the date of the latest financial statements
      included in the Transaction Documents or the SEC Documents other than as set
      forth or contemplated in the Transaction Documents and the Purchase
      Agreement.

     

    (g) Opinion
      of Counsel to the Company.
      The
      Company shall have delivered to the Investor an opinion dated as of the Closing
      Date and addressed to the Investors from Arent Fox LLP, counsel for the Company,
      in substantially the form attached hereto as Exhibit
      B.

     

    (h) [Intentionally
      Omitted]

     

    (i) Registration
      Rights Agreement.
      The
      Company shall have executed and delivered to the Investor the Registration
      Rights Agreement, in substantially the form attached as Exhibit
      C.

     

    (j) Warrants.
      The
      Company shall have executed and delivered to the Investor Warrants to purchase
      that number of shares of Common Stock equal to the number of Units purchased
      by
      such Investor multiplied by 0.5, pursuant to a Warrant dated the Closing Date,
      in substantially the form attached as Exhibit D
      (the
“Warrant”),
      executed by the Company.

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

    (k) Stock
      Certificates.
      The
      Company shall have delivered to the Investor certificates representing that
      number of Shares equal to the number of Units purchased by such
      Investor.

     

    (l) No
      Injunctions; etc.
      No
      court or governmental injunction, order or decree prohibiting the purchase
      and
      sale of the Units will be in effect. There will not be in effect any law, rule
      or regulation prohibiting or restricting the sale or requiring any consent
      or
      approval of any person that has not been obtained to issue and sell the Units
      to
      the Investor. 

     

    (m) Waivers
      and Consents.
      The
      Company shall have obtained all consents and waivers necessary to execute and
      deliver this Agreement and the other Transaction Documents and to issue and
      deliver the Shares, the Warrants, and the Warrant Shares issuable thereon,
      and
      all consents and waivers shall be in full force and effect.

     

    3.2 Conditions
      of the Company’s Obligations at Closing.
      The
      obligations of the Company with respect to each Investor under this Agreement
      are subject to such Investor’s fulfillment on or before the Closing of each of
      the following conditions by the Investor:

     

    (a) Representations
      and Warranties.
      The
      representations and warranties of the Investor contained in Section 2.1 shall
      be
      true on and as of the Closing with the same effect as though such
      representations and warranties had been made on and as of the Closing
      Date.

     

    (b) Payment
      of Purchase Price.
      The
      Investor shall have delivered the purchase price and other documents required
      pursuant hereto.

     

    (c) Registration
      Rights Agreement.
      The
      Company shall have received from the Investor the Registration Rights Agreement,
      executed by the Investor.

     

    (d) Investor
      Qualification Questionnaire.
      The
      Company shall have received from the Investor a completed Qualification
      Questionnaire, executed by the Investor.

     

    (e) No
      Injunctions; Etc.
      No
      court or governmental injunction, order or decree prohibiting the purchase
      and
      sale of the Units shall be in effect. There shall not be in effect any law,
      rule
      or regulation prohibiting or restricting the sale or requiring any consent
      or
      approval of any person that has not been obtained to issue and sell the Units
      to
      the Investor. 

     

     

    SECTION
      4

    AFFIRMATIVE
      COVENANTS OF THE COMPANY

     

    4.1 The
      Company hereby covenants and agrees with the Investors as follows:

     

    (a) Conduct
      of the Company.
      Between
      the date hereof and the Closing Date, the Company shall, and shall cause each
      Subsidiary to:

     

    (i) preserve
      and maintain in full force and effect its existence and good standing under
      the
      laws of its jurisdiction of formation or organization;

     

    (ii) preserve
      and maintain in full force and effect all material rights, privileges,
      qualifications, applications, licenses and franchises necessary for the Company
      and the Subsidiaries to operate in the normal conduct of their respective
      businesses as presently and as proposed to be conducted;

     

    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    

    (iii) use
      its
      best efforts to preserve intact its business organization;

     

    (iv) conduct
      its business in the ordinary course in accordance with sound business practices,
      and keep its properties in good working order and condition (normal wear and
      tear excepted); 

     

    (v) take
      all
      reasonable actions to protect and maintain the Company’s Intellectual Property,
      including, without limitation, prosecuting all pending applications for patents
      or for the registration of trademarks and copyrights and maintaining, to the
      extent permitted by law, each patent or registration owned by the Company or
      any
      Subsidiary;

     

    (vi) (A)
      comply in all material respects with all applicable laws, rules and regulations
      and with the directions of any governmental authority, and (B) not take any
      action designed to or that might reasonably be expected to cause or result
      in
      unlawful manipulation of the price of the Common Stock to facilitate the sale
      or
      resale of the Shares, the Warrants or the Warrant Shares in violation of
      applicable law;

     

    (vii) file
      or
      cause to be filed in a timely manner all reports, applications, estimates and
      licenses that shall be required by a governmental authority;

     

    (viii) conduct
      its business in a manner such that the representations and warranties of the
      Company contained in Section 2.2 shall continue to be true and correct in
      all material respects on and as of the Closing;

     

    (ix) use
      its
      reasonable efforts to cause the conditions contained in Section 3.1 to be
      satisfied on or before the Closing Date; and

     

    (x) not
      issue, deliver, sell or authorize, or propose the issuance, delivery, sale
      or
      purchase of, any additional shares of capital stock, stock equivalents or any
      other security of the Company or any Subsidiary, other than (A) the
      issuance of Common Stock pursuant to the exercise of any warrants or options
      or
      other outstanding convertible securities outstanding as of the date hereof
      and
      (B) the issuance of securities pursuant to the Company’s equity incentive
      plans.

     

    4.2 Disclosure.
      The
      Company covenants and agrees that neither it nor any other person acting on
      its
      behalf will provide any Investor or its agents or counsel with any information
      that the Company believes constitutes material non-public information, unless
      prior thereto such Investor shall have executed a written agreement regarding
      the confidentiality and use of such information. The Company understands and
      confirms that each Investor shall be relying on the foregoing covenant in
      effecting transactions in securities of the Company subsequent to Closing or
      Termination of the Offering. In the event of a breach of the foregoing covenant
      by the Company or any person acting on its or their behalf, the Company shall,
      upon written notice of such breach, make public disclosure of such material
      non-public information. 

     

    4.3 Reservation
      of Common Stock.
      The
      Company shall at all times reserve and keep available out of its authorized
      shares of Common Stock the maximum number of Shares and Warrant Shares that
      may
      be issuable or deliverable hereunder and under all the Warrants. 

     

    4.4 Securities
      Law Filings.
      For so
      long as the Investors and their respective Affiliates in the aggregate hold
      any
      of the Shares, the Warrants or the Warrant Shares, the Company agrees to file
      with the SEC in a timely manner all reports and other documents required to
      be
      filed by the Company under the Securities Act and the Exchange Act.

     

    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    

    4.5 Legends.
      The
      Company agrees that at such time as the legend specified in Section 2.2(l)
      is no
      longer required to be printed on certificates evidencing the Shares, the
      Warrants or the Warrant Shares (or any securities issued in exchange therefor
      in
      connection with any merger, recapitalization, reclassification or other similar
      transaction), the Company shall cause its counsel to promptly issue a legal
      opinion addressed to the Company’s transfer agent if required by such transfer
      agent to effect the removal of such legend as and when any Investor so requests,
      subject to the Investor providing any documentation reasonably requested by
      the
      Company or its counsel. The Company further agrees that at such time, it will,
      promptly following, and in any event within ten (10) business days of, the
      delivery by a Investor to the Company or the Company’s transfer agent of a
      certificate representing Shares or Warrant Shares issued with a restrictive
      legend, deliver or cause to be delivered to such Investor a certificate or
      multiple certificates, if requested, representing such Shares or Warrant Shares
      that is free from all restrictive and other legends.

     

    4.6 Use
      of
      Proceeds.
      The
      Company shall use the net proceeds from the sale of the Units for general
      corporate purposes, including: preparation
      for Phase III clinical trials for Huperzine A in Alzheimer’s disease, including
      funding a bioequivalence / bioavailability study for fully-synthetic (-)
      Huperzine A; funding a Phase I clinical trial for transdermal delivery of
      Huperzine A; and funding its ongoing pre-clinical development programs and
      selecting lead compounds in epilepsy and Alzheimer’s disease
      indications.

     

    4.7 Securities
      Laws Disclosure; Publicity.
      By 8:30
      a.m.. Eastern time, the day following the Closing Date, the Company will issue
      a
      press release disclosing the material terms of the transactions contemplated
      hereby in accordance with the applicable SEC rules and regulations.


     

    4.8 [Intentionally
      Omitted]

     

     

    SECTION
      5

    TERMINATION

     

    5.1 Termination.
      This
      Agreement may be terminated prior to the Closing as follows:

     

    (a) with
      respect to any individual Investor, in whole or in part, at any time on or
      prior
      to the Closing Date, by written notice given by the Company to Investor and
      to
      all other Investors prior to Closing, provided that the Company returns to
      such
      Investor, without interest or deduction, all Proceeds paid by such Investor
      (for
      such terminated portion of Proceeds thereof);

     

    (b) at
      the
      election of the Company or the Investor by written notice to the other parties
      hereto after 5:00 p.m., New York time, on November 30, 2007, if the Closing
      shall not have occurred on or prior to such date, unless such date is extended
      by the mutual written consent of the Company and the Investor; provided,
      however,
      that
      the right to terminate this Agreement under this Section 5.1(b) shall not be
      available (A) to any party whose breach of any representation, warranty,
      covenant or agreement under this Agreement has been the cause of, or resulted
      in, the failure of the Closing to occur on or before such date or (B) if
      the Closing has not occurred solely because any party hereto has not yet
      obtained a necessary approval from any governmental authority; or

     

    (c) by
      either
      the Company or the Investor by written notice to the other parties hereto if
      any
      governmental authority shall have issued any injunction or other order
      prohibiting the consummation of the Closing and such injunction or order shall
      not be subject to appeal or shall have become final and
      nonappeable.

     

    
      
         

      

      
        -17-

        
          

        

      

      
         

      

    

    5.2 Effect
      of Termination.
      If this
      Agreement is terminated pursuant to Section 5.1, this Agreement shall
      become void and of no further force and effect and none of the parties hereto
      shall have any liability in respect of such termination; provided,
      however,
      that
      such termination shall not relieve the Company or any Investor of any liability
      for any breach or non-performance of, or non-compliance with, this
      Agreement.

     

     

    SECTION
      6

    SURVIVAL
      OF REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    6.1 Survival
      of Representations, Warranties and Covenants.
      All of
      the representations and warranties made herein shall survive the execution
      and
      delivery of this Agreement until twenty-four (24) months following the Closing
      Date, except for (a) Sections 2.2(a), 2.2(b), 2.2(c) and 2.2(d) which
      representations and warranties shall survive the execution and delivery of
      this
      Agreement and the Closing hereunder for the period of any applicable statute
      of
      limitations or indefinitely if no statute of limitation applies, (b) 2.2(e),
      2.2(v) and 2.2(x), which representations and warranties shall survive until
      the
      third anniversary of the Closing Date, and (c) Section 2.2(u), which shall
      survive until the later to occur of (i) the lapse of the statute of limitations
      with respect to the assessment of any tax to which such representation and
      warranty relates (including any extensions or waivers thereof) and (ii) sixty
      (60) days after the final administrative or judicial determination of the taxes
      to which such representation and warranty relates, and no claim with respect
      to
      Section 2.2(u) may be asserted thereafter with the exception of claims arising
      out of any fact, circumstance, action or proceeding to which the party asserting
      such claim shall have given notice to the other parties to this Agreement prior
      to the termination of such period of reasonable belief that a tax liability
      will
      subsequently arise therefrom. Except as otherwise provided in this Agreement,
      all such representations, warranties, covenants and agreements shall inure
      to
      the benefit of the parties and their respective successors and
      assigns.

     

     

    SECTION
      7

    MISCELLANEOUS

     

    7.1 Modification.
      Neither
      this Agreement nor any provisions hereof should be modified, discharged or
      terminated except by an instrument in writing signed by the party against whom
      any waiver, change, discharge or termination is sought.

     

    7.2 Notices.
      All
      notices and other communications required or permitted hereunder must be in
      writing and, except as otherwise noted herein, must be addressed as
      follows:

     

     

    if
      to the
      Company, to:

     

    Neuro-Hitech,
      Inc.

    One
      Penn
      Plaza

    Suite
      1503

    New
      York,
      New York 10019

    Attn: 
      David Barrett

    Facsimile:
      (212) 594-1242

    


    with
      a
      copy to:

    


    Arent
      Fox
      LLP

    1050
      Connecticut Avenue, NW

    Washington,
      DC 20036

    Attn:
      Jeffery E. Jordan, Esq.

    Facsimile:
      (202) 857-6395

    


    
      
         

      

      
        -18-

        
          

        

      

      
         

      

    

     

    if
      to any
      Investor, to the address shown on such Investor’s signature page, marked for
      attention as there indicated,

     

    or
      to
      such other address as the party to whom notice is to be given may have furnished
      to the other parties in writing in accordance with the provisions of this
      Section 7.2. Any such notice or communication will be deemed to have been
      received: (A) in the case of facsimile or personal delivery, on the date of
      such
      delivery; and (B) in the case of nationally-recognized overnight courier, on
      the
      next business day after the date sent.

     

    7.3 Execution.
      By the
      execution of the signature page attached hereto, the parties hereby agree to
      be
      bound by all of the terms and conditions of this Agreement. Any signature
      delivered by facsimile transmission shall create a valid and binding obligation
      of the so party executing with the same force and effect as if such facsimile
      signature page were an original thereof.

     

    7.4 Counterparts.
      This
      Agreement may by executed through the use of separate signature pages or in
      any
      number of counterparts, and each of such counterparts shall, for all purposes,
      constitute one agreement binding on all the parties, notwithstanding that all
      parties are not signatories to the same counterpart.

     

    7.5 Binding Effect.
      Except
      as otherwise provided herein, this Agreement shall be binding upon and inure
      to
      the benefit of the parties and their heirs executors, administrators,
      successors, legal representatives and assigns. The obligation of the Investors
      shall be several and not joint and the agreements, representations, warranties
      and acknowledgments herein contained shall be deemed to be made by and be
      binding upon each such person and his heirs, executors, administrators and
      successors.

     

    7.6 Entire
      Agreement.
      This
      instrument, together with the schedules and exhibits hereto, contains the entire
      agreement of the parties, and there are no representations, covenants or other
      agreements except as stated or referred to herein.

     

    7.7 Assignability.
      This
      Agreement is not transferable or assignable by the Investor.

     

    7.8 Applicable
      Law; Jurisdiction.
      This
      Agreement shall be governed by and construed under the internal laws of the
      State of New York without regard to conflict of law rules. The parties hereby
      submit to the exclusive jurisdiction of the courts of the State of New York
      located in New York County and the Federal courts located in the Southern
      District of New York, with respect to any action or legal proceeding commenced
      by either party with respect to this Agreement or the Units. Each party
      irrevocably waives any objection it now has or hereafter may have respecting
      the
      venue of any such action or proceeding or the inconvenience of such forum,
      and
      each party consents to the service of process in any such action or proceeding
      in the manner set forth for the delivery of notices herein. 

     

    7.9 Waiver
      of Jury Trial.
      The
      parties hereby waive their rights to a trial by jury in any action or proceeding
      involving any matter arising out of or relating to this Agreement or to the
      Units.

     

    7.10 Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of Investor and the Company will be
      entitled to specific performance under the Transaction Documents. The parties
      agree that monetary damages may not be adequate compensation for any loss
      incurred by reason of any breach or obligations described in the foregoing
      sentence and hereby agree to waive in any action for specific performance of
      any
      such obligation the defense that a remedy at law would be adequate.

     

    
      
         

      

      
        -19-

        
          

        

      

      
         

      

    

    7.11 Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      shall not in any way be affected or impaired thereby and the parties will
      attempt to agree upon a valid and enforceable provision that is a reasonable
      substitute therefore, and upon so agreeing, shall incorporate such substitute
      provision into this Agreement.

     

    7.12 Equal
      Treatment of Investors.
      The
      Company shall not pay or offer to pay, whether in the form of cash, rights,
      benefits or other consideration, any Investor to amend or consent to a waiver
      or
      modification of any provision of the Transaction Documents unless the same
      consideration, rights or benefit is paid to all Investors. For avoidance of
      doubt, this provision constitutes a separate right granted to each Investor
      and
      shall not in any way be construed as action in concert or action as a group
      by
      such Investor with any other Investor with respect to the purchase, disposition
      or voting of the Shares, Warrants or Warrant Shares.

     

    


    [Signatures
      on Following Pages]

     

     

    
 

    
      
         

      

      
        -20-

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement as of this 29th
      day of
      November, 2007:

    


    


    NEURO-HITECH,
      INC.

    
 

    
      	
              By:

            	
                
                

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


    


    [Additional
      Signatures on Following Pages]

     

    

 

    
      
         

      

      
        -21-

        
          

        

      

      
         

      

    

    STOCK
      AND
      WARRANT PURCHASE AGREEMENT SIGNATURE PAGE

    


     

     

    
      	
                 
                

            	 	
                
                

            
	
              Signature
                of Investor

            	 	
              Signature
                of Co-Investor

            
	
                 
                

            	 	
                 
                

            
	
              Name
                of Investor

            	 	
              Name
                of Co-Investor

            
	 	 	 
	 	 	 
	
                 
                

            	 	
                
                

            
	
              Address
                of Investor

            	 	
              Address
                of Co-Investor

            
	 	 	 
	
                 
                

            	 	
                
                

            
	
              Social
                Security or Taxpayer

            	 	
              Social
                Security or Taxpayer Identification 

            
	
              Identification
                Number of Investor

            	 	
              Number
                of Co-Investor

            
	 	 	 
	
                
                

            	 	 
	
              Number
                of Units Purchased

            	 	 
	
              at
                $4.00 per Unit 

            	 	 
	 	 	 
	 	 	 
	
                 
                

            	 	 
	
              Total
                Purchase Price Amount

            	 	 


    

    
 

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    



    Exhibit
      A

    
 

    Investor
      Qualification Questionnaire 

    


     

     

     

     

    

 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      B

    


    Opinion
      of Arent Fox LLP

    


    


     

     

     

     

    

 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      C

    


    Registration
      Rights Agreement

     

     

     

     

    

 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      D

    


    Form
      of Warrant