BAU
      ANALYSIS AND PARTNERING LETTER OF INTENT

    


    This
      Letter of Intent (“Agreement”) is between Neuro-Hitech,
      Inc., One
      Penn
      Plaza, Suite 1503, New York, NY 10019, USA including its successors, assigns,
      affiliates, and subsidiaries (“Neuro-Hitech”)
      and
      Numoda Corporation
      (“Numoda”), The
      Curtis Center, 601 Walnut Street, 9th
      floor,
      Philadelphia, PA 19106. Neuro-Hitech requests that Numoda, and Numoda agrees
      to,
      perform the following services (the “BAU Services”) relating to
      Huperzine A in
      Alzheimer’s Disease (the
      “Project”):

    


    BAU
      SERVICES AND FEE:

    Numoda
      Data Consolidation and Reporting Group, Business Analysis Unit and Quality
      Assurance team, will:

     

    
      	 	
              ·

            	
              Review
                protocols and amendments

            


    

    
      	 	
              ·

            	
              Review
                FDA meeting minutes and other
                documents

            


    

    
      	 	
              ·

            	
              Perform
                an investigation of all data in systems, databases and other durable
                media

            


    

    
      	 	
              ·

            	
              Provide
                a preliminary report and trends of analysis
                findings

            


    

    
      	 	
              ·

            	
              Develop
                partner recruitment messaging, marketing and
                portal

            


    

    
      	 	
              ·

            	
              Prepare
                strategic intelligence and partnering access
                portal

            


    

    
      	 	
              ·

            	
              Prepare
                a BAU partnering analysis

            


    

    
      	 	
              ·

            	
              Numoda
                will validate trial analysis and
                findings

            


    

    


    Neuro-Hitech
      will pay Numoda $600,000 (“BAU Services Payment”) as follows. The initial
      payment will consist of $200,000
      cash ($100,000 of which will be paid at signing and the other $100,000 of which
      will be paid at completion of SIPA Portal). A deferred payment up to $400,000
      on
      a sliding scale basis, will be paid subject to the following schedule, at time
      of Transaction close (see below), all of which shall be applied to the above
      listed BAU Services (“Deferred Payment”):

     

    if
      aggregate consideration in a Transaction is or Transactions
      are                          
then the Deferred Payment is 

    

      
        	
                up
                  to $1 Million

              	
                $200,000

              
	
                $1,000,001
                  to $5 Million

              	
                $250,000

              
	
                $5,000,001
                  to $ 10 Million

              	
                $300,000

              
	
                $10,000,001
                  or more

              	
                $400,000

              


      

    

     

    Numoda
      may provide additional Services as Neuro-Hitech may request and Numoda may
      agree
      in writing to perform, prior to the performance of such services.

    


    PARTNER/
      FACILITATOR’S SERVICES AND FEE:

    Neuro-Hitech
      requests and Numoda agrees that Numoda will provide assistance to Neuro-Hitech
      in achieving its general business
      objectives including, but not limited to, finding and/or
      facilitating transactions (“Transaction” or “Transactions”) with
      licensing partners, purchasers of Neuro-Hitech’s products, and/or acquisition or
      merger candidates. If, at any time during the term of this Agreement and for
      three years from signature thereafter, Neuro-Hitech consummates such a
Transaction
      with anyone Numoda either introduced
      Neuro-Hitech to
      or
      materially assisted Neuro-Hitech
      with
      in
      facilitating the
      Transaction, then Neuro-Hitech shall pay (or cause to be paid by the third
      party) to Numoda a fee of 3.5% of the aggregate
      consideration payable in such Transaction, payable to Numoda within 30
      days
      of closing. Consistent with these terms,
      this section shall survive termination or expiration of this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TERMINATION:

    Except
      as
      otherwise set forth in this Agreement, this Agreement will terminate the earlier
      of: two (2) years after the effective date of this Agreement or when Numoda
      completes the above Services in connection with
      one
      Transaction for Neuro-Hitech. Neuro-Hitech may terminate this Agreement
      upon fifteen days’ written notice for any reason. Numoda may terminate this
      Agreement upon fifteen days’ written notice if Neuro-Hitech breaches this
      Agreement.

    


    MUTUAL
      INDEMNIFICATIONS AND LIMITED LIABILITIES:

    Each
      party to this Agreement shall indemnify and hold harmless the other party and
      its affiliates, and their officer, employees, and directors, from any
      damages or
      expenses (including attorney fees) that the other party incurs due to
      third--party
      claims or investigations relating to the Services to the extent such damages
      or
      expenses are solely caused by the negligence, gross negligence or willful
      misconduct of that party. Each party to this Agreement further limits its
      liability to the other party in relation to its performance of this Agreement.
      Except in the case of liability for willful-misconduct, neither party shall
      be
      liable to the other party for any loss suffered which is in the nature of loss
      or profits, opportunities, or goodwill relating to the Services performed
      hereunder.

    


    MUTUAL
      CONFIDENTIALITY:

    This
      Agreement incorporates by reference the provisions of the Mutual Confidentiality
      Agreement entered into by the parties __________________, ________
      2008.

    


    EFFECTIVE
      DATE:

    This
      Agreement is effective as of the last date signed below.

    


    ACCEPTED
      AND AGREED TO AS OF THE DATE LAST SIGNED BELOW:

    


    
      	
              Neuro-Hitech,
                Inc

            	 	
              Numoda
                Corporation

            
	
              By:

            	
              /s/
                Gary T. Shearman

            	 	
              By:

            	
              /s/
                Ann Vorimindi

            
	
              Printed
                Name:

            	
              Gary
                T. Shearman

            	 	
              Printed
                Name:

            	
              Ann
                Vorimindi

            
	
              Title:

            	
              President
                & CEO

            	 	
              Title:

            	
              Chief
                Operating Officer

            
	
              Date:

            	
              March
                3, 2008

            	 	
              Date:

            	
              March
                3, 2008