Exhibit
        10.19
  **JOINT
        VENTURE AGREEMENT**
  THIS
        JOINT VENTURE AGREEMENT (this “ Agreement ”)
        is
        entered into as of January 31, 2008 by and
        between Manhattan Pharmaceuticals, Inc., a Delaware corporation (“ MHA ”)
        and
        Nordic Biotech Venture Fund II K/S, a Danish limited liability partnership
        (“ Nordic ”).
  WITNESSETH:
  WHEREAS,
        MHA and Nordic wish to enter into a joint venture arrangement by which Nordic
        contributes capital to a newly formed limited partnership known as Hedrin
        Pharmaceuticals K/S or such other name as is selected by MHA and Nordic
        (“ Newco ”),
        and
        MHA assigns and contributes the Assets (as defined below) to Newco;
 
 WHEREAS,
        upon the consummation of the transactions contemplated by the Contribution
        Agreement (as defined below), and the execution and delivery by each of MHA
        and
        Nordic of the Partnership Agreement, MHA will own 50% of the partnership
        shares
        of Newco and Nordic will own 50% of the partnership shares of Newco (as such
        interest may be constituted from time to time, including as reduced pursuant
        to
        the terms hereof, the “ Nordic
        Interest ”);
 
 WHEREAS,
        MHA desires to grant to Nordic a put option with respect to the Nordic Interest,
        and Nordic desires to grant to MHA a call option with respect to the Nordic
        Interest, each in accordance with the terms and conditions of this Agreement,
        which shall be effective as of the Closing Date (as defined below);
        and
 
 WHEREAS,
        in consideration of the execution and delivery of this Agreement and the
        consummation of the transactions contemplated hereby, MHA will (i) grant
        a
        warrant to purchase the Warrant Shares (as defined below) to Nordic and (ii)
        nominate a Nordic representative to MHA’s board of directors.
 
 NOW,
        THEREFORE, for good and valuable consideration, the receipt and sufficiency
        of
        which is hereby acknowledged, the parties hereto hereby agree as
        follows:
 
 **1.**  **Definitions** **.** The
        following terms shall have the following meanings given to them:
  “ Additional
        Agreements ”
means
        the Contribution Agreement, the Partnership Agreement, the Services Agreement,
        the Warrant, the Registration Rights Agreement and any officer’s certificate
        delivered at the Closing.
  “ Adjusted
        Transaction Price ”
means
        the Transaction Price as adjusted in accordance with Section 5 hereof.
  “ Assets ”
means
        that term as defined
        in the Contribution Agreement.
  1
  “ Business
        Day ”
means
        any day except Saturday, Sunday and any day that is a federal legal holiday
        or a
        day on which banking institutions in the state of New York are authorized
        or
        required by law or other governmental action to close.
  “ Call
        Closing ”
shall
        have the meaning set forth in Section 4.3 of this Agreement.
  “ Call
        Closing Date ”
shall
        have the meaning set forth in Section 4.3 of this Agreement.
  “ Call
        Consideration ”
means
        a
        number of shares of Common Stock determined in accordance with the following
        formula:
  (Investment
        Amount)*(1 - Call Reduction Factor)
 (Adjusted
        Transaction Price)
  “ Call
        Event ”
means
        the occurrence of thirty consecutive business days on which the closing sale
        price of the Common Stock as reported on the Trading Market exceeds seven
        and a
        half times the Transaction Price (the “ Threshold
        Price ”).
  “ Call
        Notice ”
shall
        have the meaning set forth in Section 4.1 of this Agreement.
  “ Call
        Option ”
shall
        have the meaning set forth in Section 4.1 of this Agreement.
  “ Call
        Reduction Factor ”
shall
        have the meaning set forth in Section 4.3 of this Agreement.
  “ Common
        Stock ”
means
        the common stock of MHA, par value $0.001 per share, and any other class
        of
        securities into which such securities may hereafter be reclassified or changed
        into.
  “ Common
        Stock Equivalents ”
means
        any securities of MHA which would entitle the holder thereof to acquire at
        any
        time Common Stock, including, without limitation, any debt, preferred stock,
        rights, options, warrants or other instrument that is at any time convertible
        into or exercisable or exchangeable for, or otherwise entitles the holder
        thereof to receive, Common Stock.
  “ Contribution
        Agreement ”
means that
        certain Assignment and Contribution Agreement to be entered into by and between
        MHA and Nordic in the form attached hereto as Exhibit
        A .
  “ Conversion
        Factor ”
means
        (i) 1.00 at such time as Nordic Distributions are less than the Investment
        Amount, (ii) 1.25 at such time as Nordic Distributions are less than two
        times
        the Investment Amount but greater than or equal to the Investment Amount,
        (iii)
        1.50 at such time as Nordic Distributions are less than three times the
        Investment Amount but greater than or equal to two times the Investment Amount,
        (iv) 2.00 at such time as Nordic Distributions are less than four times the
        Investment Amount but greater than or equal to three times the Investment
        Amount, and (v) 3.00 at such time as Nordic Distributions are greater than
        or
        equal to four times the Investment Amount.
  2
  “ Conversion
        Percentage ”
means
        the percentage of the Nordic Interest that Nordic chooses to put pursuant
        to the
        Put Option set forth in Section 3.1.
  “ Conversion
        Shares ”
means
        the shares of Common Stock issuable upon exercise of the Warrants, the Put
        Option and the Call Option.
  “ Disclosure
        Schedules ”
means
        the Disclosure Schedules of MHA delivered concurrently herewith.
  “ Exempt
        Issuance ”
means
        the issuance of (a) shares of Common Stock or options to employees, officers
        or
        directors of MHA pursuant to any stock or option plan in effect on the date
        hereof or hereafter duly adopted for such purpose by a majority of the
        non-employee members of the Board of Directors of MHA or a majority of the
        members of a committee of non-employee directors, (b) securities upon the
        exercise or exchange of or conversion of any securities issued hereunder
        and/or
        other securities exercisable or exchangeable for or convertible into shares
        of
        Common Stock issued and outstanding on the date hereof, provided that such
        securities have not been amended since the date hereof to increase the number
        of
        such securities or to decrease the exercise, exchange or conversion price
        of
        such securities, (c) securities issued pursuant to acquisitions or strategic
        transactions approved by a majority of the disinterested directors of MHA,
        but
        shall not include a transaction in which MHA is issuing securities primarily
        for
        the purpose of raising capital or to an entity whose primary business is
        investing in securities, and (d) less than 50,000 shares of Common Stock
        (subject to adjustment for stock splits, stock combinations, and the like),
        in
        the aggregate, which do not otherwise meet the conditions of clauses (a),
        (b) or
        (c) of this definition.
  “ General
        Partner ”
means
        a
        Danish private limited company that is the general partner of
        Newco.
  “ Investment
        Amount ”
means
        $2,500,000 if the Milestone Payment has not occurred, and $5,000,000 if the
        Milestone Payment has occurred.
  “ Maximum
        Return Date ”
means
        the later to occur of (i) the date that is thirty days after the date that
        Nordic Distributions exceed five times the Investment Amount, and (ii) the
        date
        that is ten days after the Nordic Distributions exceed five times the Investment
        Amount and MHA has provided written notice thereof to Nordic.
  “ Milestone
        Payment ”
means
        the payment by Nordic of an additional $2,500,000 to Newco after the
        satisfaction of the Payment Milestone (as defined in the Contribution
        Agreement).
  “ Nordic
        Distributions ”
means
        aggregate dividends or distributions from Newco actually received by
        Nordic.
  “ Partnership
        Agreement ”
means
        the Limited Partnership Agreement to be entered into by Nordic, MHA and the
        General Partner in the form attached hereto as Exhibit
        B .
  3
  “ Person ”
means
        any individual, corporation, general or limited partnership, limited liability
        company, joint venture, estate, trust, association, organization, labor union,
        or other entity or governmental body.
  “ Proceeding ”
means
        any action, claim, suit, investigation or proceeding (including, without
        limitation, an investigation or partial proceeding, such as a deposition),
        whether commenced or threatened.
  “ Put
        Consideration ”
means
        a
        number of shares of Common Stock determined in accordance with the following
        formula:
  (Investment
        Amount)*(Conversion Percentage)
 (Adjusted
        Transaction Price)*(Conversion Factor)
  “ Put
        Closing ”
shall
        have the meaning set forth in Section 3.2 of this Agreement.
  “ Put
        Closing Date ”
shall
        have the meaning set forth in Section 3.2 of this Agreement.
  “ Put
        Notice ”
shall
        have the meaning set forth in Section 3.1 of this Agreement.
  “ Put
        Option ”
shall
        have the meaning set forth in Section 3.1 of this Agreement.
  “ Registration
        Rights Agreement ”
means
        that certain Registration Rights Agreement to be entered into by and between
        MHA
        and Nordic in the form attached hereto as Exhibit
        C .
  “ Representative ”
means
        with respect to a particular Person, any director, officer, employee, agent,
        consultant, advisor, or other representative of such Person, including legal
        counsel, accountants, and financial advisors.
  “ Securities ”
means,
        collectively, the Warrant and the Put Option.
  “ Securities
        Act ”
means
        the Securities Act of 1933, as amended.
  “ Trading
        Day ”
means
        any day on which the principal national securities exchange on which the
        Common
        Stock is admitted to trading or listed is open for trading, or if there is
        no
        such exchange or market, then any day except Saturdays, Sundays or federal
        holidays.
  “ Trading
        Market ”
means
        whichever of the New York Stock Exchange, the American Stock Exchange, the
        Nasdaq Global Market, the Nasdaq Global Select Market, the Nasdaq Capital
        Market
        or the OTC Bulletin Board on which the Common Stock is listed or quoted on
        the
        date in question.
  “ Transaction
        Price ”
means
        $0.14, as
        adjusted for stock dividends, combinations, stock splits, recapitalizations
        and
        reorganizations .
  “ Warrant
        Shares ”
means
        7,142,857 shares of Common Stock.
  4
  **2.**  **Joint
        Venture Closing** .
 
 2.1  Closing
        Mechanics .
        The
        closing shall be held on February 18, 2008, or such earlier date as MHA and
        Nordic agree following the satisfaction or waiver of the closing conditions
        set
        forth in Section 2.3 hereof (the “ Closing
        Date ”).
        The
        Closing shall occur at the offices of MHA.
  2.2  Deliveries .
  (a)  Upon
        satisfaction or waiver of all conditions of Nordic to the Closing, Nordic
        shall:
  (i)  execute
        and deliver the Partnership Agreement and capitalize Newco in accordance
        with
        the terms thereof;
  (ii)  execute
        and deliver the Shareholders Agreement attached hereto as Exhibit
        D and
        capitalize the General Partner in accordance with the terms
        thereof;
  (iii)  cause
        Newco to execute, deliver and perform under the Contribution
        Agreement;
  (iv)  cause
        Newco to execute and deliver the Services Agreement, in the
        form attached hereto as Exhibit
        E (the
“ Services
        Agreement ”) ;
  (v)  execute
        and deliver the Registration Rights Agreement; and
  (vi)  pay
        US$150,000 to MHA in consideration of the right to the issuance of the Warrant
        in the form attached hereto as Exhibit
        F for the
        Warrant Shares (the “Warrant”) pursuant to Section 3.3.
  (b)  Upon
        satisfaction or waiver of all conditions of MHA to the Closing, MHA
        shall:
  (i)  execute
        and deliver the Partnership Agreement and capitalize Newco in accordance
        with
        the terms thereof;
  (ii)  execute
        and deliver the Shareholders Agreement attached hereto as Exhibit
        C and
        capitalize the General Partner in accordance with the terms
        thereof;
  (iii)  execute,
        deliver and perform under the Contribution Agreement;
  (iv)  execute
        and deliver the Services Agreement; and
 
 (v)  execute
        and deliver the Registration Rights Agreement .
 
 2.2  Closing
        Conditions .
  (a)  MHA’s
        obligations in connection with the Closing hereunder are subject to the
        fulfillment on or prior to the Closing of the following conditions, which
        conditions may be waived at the option of MHA to the extent permitted by
        law:
  5
  (i)  Representations
        and Warranties Correct .
        The
        representations and warranties made by Nordic in Section
        7 hereof
        shall be true and correct when made, and shall be true and correct in all
        material respects (if not qualified by materiality) and all respects (if
        qualified by materiality)  on
        and as
        of the Closing Date (except for any representation or warranty that speaks
        as of
        a specific date, which shall be true and correct as of such date).
  (ii)  Covenants .
        All
        covenants, agreements and conditions contained in this Agreement to be performed
        by Nordic on or prior to the Closing Date shall have been performed or complied
        with in all material respects.
  (iii)  Closing
        Certificate .
        MHA
        shall have received a certificate executed by an officer of Nordic certifying
        that each of the conditions described in Sections 2.2(a)(i) and (ii) of this
        Agreement have been satisfied as of the Closing Date.
  (iv)  No
        Legal Order Pending .
        There
        shall not then be in effect any legal or other order enjoining or restraining
        the transactions contemplated by this Agreement.
  (b)  Nordic’s
        obligations in connection with the Closing hereunder are subject to the
        fulfillment on or prior to the Closing of the following conditions, which
        conditions may be waived at the option of each Nordic to the extent permitted
        by
        law:
  (i)  Representations
        and Warranties Correct .
        The
        representations and warranties made by MHA in Section
        8 hereof
        shall be true and correct when made, and shall be true and correct in all
        material respects (if not qualified by materiality) and all respects (if
        qualified by materiality) on and as of the Closing Date (except for any
        representation or warranty that speaks as of a specific date, which shall
        be
        true and correct as of such date).
  (ii)  Covenants .
        All
        covenants, agreements and conditions contained in this Agreement to be performed
        by MHA on or prior to the Closing Date shall have been performed or complied
        with in all material respects.
  (iii)  Closing
        Certificate .
        Nordic
        shall have received a certificate executed by the chief executive officer
        or
        chief financial officer of MHA certifying that each of the conditions described
        in Sections 2.2(b)(i) and (ii) of this Agreement have been satisfied as of
        the
        Closing Date.
  (iv)  No
        Legal Order Pending .
        There
        shall not then be in effect any legal or other order enjoining or restraining
        the transactions contemplated by this Agreement.
  (v)  Legal
        Opinion .
        Nordic
        shall have received an opinion of counsel to MHA in a form reasonably acceptable
        to Nordic that contains the opinions set forth in Exhibit
        G .
  (vi)  Consent
        of Third Parties .
        MHA
        shall have received all requisite consents and approvals of all third parties
        whose consent or approval is required in order for each of MHA and Nordic
        to
        consummate the transactions contemplated by this Agreement.
  6
  (vii)  Approval
        of MHA’s Board of Directors and Stockholders .
        MHA’s
        Board of Directors, and if necessary, MHA’s stockholders, shall have approved
        the transactions contemplated by this Agreement.
  (viii)  Due
        Diligence .
        The
        results of Nordic’s financial, technical and legal due diligence of MHA, the
        Securities and the Assets shall be satisfactory to Nordic in its commercially
        reasonable discretion.
  (ix)  Material
        Adverse Effect .
        There
        shall be no Material Adverse Effect, and since the date of this Agreement,
        there
        shall have been no Material Adverse Effect.
  (x)  Registration
        Rights .
        Any
        outstanding registration rights relating to MHA securities shall have been
        subordinated to the rights of Nordic under the Registration Rights
        Agreement.
  (xi)  Shareholder
        Notice .
        MHA
        shall have satisfied all of the requirements of Section 710(b) of the Amex
        Company Guide of the American Stock Exchange, if applicable, including the
        submission of the written
        application to the Exchange’s Listing Qualifications Department, the notice to
        MHA’s shareholders and the public announcement of the transaction.
  **3.**  **Put
        Option** **.**
 
 3.1  At
        any
        time or times after the Closing Date and
        prior to the earlier of the Maximum Return Date and the tenth anniversary
        of the
        Closing Date, Nordic may, by written notice to MHA (the “ Put
        Notice ”),
        elect
        to sell to MHA (and MHA hereby agrees to purchase from Nordic) all or a part
        of
        the Nordic Interest, as specified in the Put Notice, for the Put Consideration
        (the “ Put
        Option ”).
  3.2  The
        closing of the Put Option (the “ Put
        Closing ”)
        shall
        take place simultaneously with the receipt by MHA of the Put Notice together
        with certificates evidencing the portion of the Nordic Interest being put,
        together with assignments, duly executed in blank, in proper form to transfer
        such portion of the Nordic Interest. MHA will,
        no
        later than three Trading Days following the Put Closing, deliver or cause
        to be
        delivered to Nordic a certificate representing the Put Consideration
        t o
        Nordic.
        If such shares do not require a legend in accordance with this Agreement,
        the
        c ertificates
        representing the Put Consideration shall be transmitted by the transfer agent
        of
        MHA to Nordic by crediting the account of Nordic’s prime broker with the
        Depository Trust Company System.
  3.3  In
        the
        event that Nordic achieves its Put Option milestone by not exercising its
        Put
        Option, in whole or in part, on or before April 30, 2008, MHA shall within
        five
        (5) Business Days thereafter issue and deliver the Warrant to
        Nordic.
  7
  **4.**  **Call
        Option** **.**
 
 4.1  Upon
        the
        occurrence of a Call Event and prior to the fifth anniversary of the Closing
        Date, MHA may, by written notice to Nordic (the “ Call
        Notice ”),
        elect
        to purchase from Nordic (and Nordic hereby agrees to sell to MHA) portions
        of
        the Nordic Interest for the Call Consideration at the following rate (the
        “ Call
        Option ”):
  (a)  during
        the first thirty-day period following the occurrence of a Call Event ,
        MHA may
        purchase up to 25% of the Nordic Interest;
  (b)  during
        the second thirty-day period following the occurrence of a Call Event, MHA
        may
        purchase up to 50% of the Nordic Interest less that portion of the Nordic
        Interest previously purchased by MHA pursuant to Section 4.1(a);
  (c)  during
        the third thirty-day period following the occurrence of a Call Event, MHA
        may
        purchase up to 75% of the Nordic Interest less that portion of the Nordic
        Interest previously purchased by MHA pursuant to Section 4.1(a) or (b);
        and
  (d)  during
        the fourth thirty-day period following the occurrence of a Call Event, MHA
        may
        purchase up to 100% of the Nordic Interest less that portion of the Nordic
        Interest previously purchased by MHA pursuant to Section 4.1(a), (b) or
        (c).
  4.2  Notwithstanding
        anything to the contrary contained herein, in order to exercise the Call
        Option, the
        closing sale price of the Common Stock as reported on the Trading Market
        must
        exceed the Threshold Price on each consecutive trading day from the date
        of
        occurrence of the Call Event until the date of delivery of the Call Notice.
  4.3  Notwithstanding
        Section 4.1, Nordic may elect to reduce by a percentage specified by Nordic
        (the
“ Call
        Reduction Factor ”)
        the
        amount of the Nordic Interest that may be called pursuant to the Call Option,
        by
        delivering to MHA, within fifteen days after receipt of the Call Notice,
        a
        written notice indicating the Call Reduction Factor and agreeing to one of
        the
        following: (i) that the amount of the Nordic Interest that may be put by
        Nordic
        shall be reduced by the same factor (i.e., the Call Reduction Factor), or
        (ii)
        that Nordic shall pay an amount, within fifteen days of the date of such
        notice,
        to MHA equal to $2,000,000 times the Call Reduction Factor.
  4.4  The
        closing of the Call Option (the “ Call
        Closing ”)
        shall
        take place at the offices of MHA at 10:00 a.m. (Eastern Standard Time) on
        the
        date that is thirty (30) days from the date of the delivery of the Call Notice,
        or such earlier date as MHA and Nordic may agree (the “ Call
        Closing Date ”).
        At
        the Call Closing, Nordic will deliver to MHA any certificates evidencing
        the
        portion of the Nordic Interest being called, together with assignments, duly
        executed in blank, in proper form to transfer such portion of the Nordic
        Interest, and MHA shall provide certificates representing the Call Consideration
        to Nordic.
  8
  **5.**  **Adjustments
        to Transaction Price** **.**
  5.1  **** I f
        MHA, at
        any time while either of the Put Option or the Call Option remains outstanding,
        shall sell or grant any option, warrant or right to purchase, or sell or
        grant
        any right to reprice its securities, or otherwise dispose of or issue (or
        announce any offer, sale, grant or any option to purchase or other disposition)
        any Common Stock or Common Stock Equivalents entitling any Person to acquire
        shares of Common Stock, at an effective price per share less than the
        Transaction Price (such lower price, the “ Base
        Share Price ”
and
        such issuances collectively, a “ Dilutive
        Issuance ”)
        (if
        the holder of the Common Stock or Common Stock Equivalents so issued shall
        at
        any time, whether by operation of purchase price adjustments, reset provisions,
        floating conversion, exercise or exchange prices or otherwise, or due to
        warrants, options or rights per share which are issued in connection with
        such
        issuance, be entitled to receive shares of Common Stock at an effective price
        per share which is less than the Transaction Price, such issuance shall be
        deemed to have occurred for less than the Transaction Price on such date
        of the
        Dilutive Issuance), then the Transaction Price shall be reduced and only
        reduced
        to equal the Base Share Price. If shares of Common Stock or Common Stock
        Equivalents are issued or sold together with other stock or securities or
        other
        assets of MHA for a consideration which covers both, the effective price
        per
        share shall be computed with regard to the portion of the consideration so
        received that may be reasonably determined in good faith by the Board of
        Directors, to be allocable to such Common Stock or Common Stock Equivalents.
        Such adjustment shall be made whenever such Common Stock or Common Stock
        Equivalents are issued. Notwithstanding the foregoing, no adjustments shall
        be
        made, paid or issued hereunder in respect of an Exempt Issuance.
  5.2  MHA
        shall
        notify Nordic in writing, no later than the day following the issuance of
        any
        Common Stock or Common Stock Equivalents subject to this Section, indicating
        therein the applicable issuance price, or applicable reset price, exchange
        price, conversion price and other pricing terms (such notice the “ Dilutive
        Issuance Notice ”).
        For
        purposes of clarification, whether or not MHA provides a Dilutive Issuance
        Notice pursuant to this Section, upon the occurrence of any Dilutive Issuance,
        after the date of such Dilutive Issuance the Transaction Price shall equal
        the
        Base Share Price regardless of whether Nordic accurately refers to the Base
        Share Price in the Put Notice or MHA accurately refers to the Base Share
        Price
        in the Call Notice.
  **6.**  **Board
        Representation** **.**
  6.1  For
        so
        long as Nordic continues to have beneficial ownership of at least ten percent
        (10%) of the outstanding Common Stock of MHA (including shares of Common
        Stock
        issuable upon exercise of the Put Option, the Call Option and/or the Warrant),
        MHA shall provide Nordic written notice of any shareholder solicitation or
        action relating to the election of directors thirty (30) days prior to providing
        notice of any shareholder meeting or any written consent to MHA’s stockholders.
        After receipt of such notice, Nordic may, by written notice sent to MHA within
        ten (10) days of receipt of such notice, request that MHA nominate, and MHA
        shall nominate, for election to MHA’s Board of Directors (the “ Board
        of Directors ”),
        in
        connection with such shareholder solicitation or action, one candidate
        designated by Nordic (the “ Nordic
        Designee ”).
        In
        the event that Nordic shall desire to appoint a Nordic Designee otherwise
        than
        in connection with a shareholder solicitation or action relating to the election
        of directors, then as soon as practicable upon written notice from Nordic,
        MHA
        shall appoint a Nordic Designee to the Board of Directors. If MHA reasonably
        determines in good faith that any Nordic Designee fails to meet any of the
        criteria for service on the board of directors as set forth by applicable
        state
        law, the rules and regulations of the Securities and Exchange Commission
        or any
        exchange on which the securities of MHA are then listed, then MHA shall provide
        written notice of such determination (and the reasons therefor) to Nordic
        and
        provide Nordic the opportunity to either designate an alternative candidate
        or
        re-designate the original candidate if Nordic reasonably determines in good
        faith that MHA’s reasons are invalid.
  9
  6.2  For
        purposes of this Agreement, all shares held by an affiliate (as defined in
        Rule
        405 promulgated under the Securities Act) of Nordic will be deemed to be
        owned
        by Nordic.
 
 6.3  MHA
        shall
        use its best efforts (a) to cause to be voted the shares for which MHA’s
        management or the Board of Directors holds proxies or is otherwise entitled
        to
        vote in favor of the election of the Nordic Designee nominated pursuant to
        this
        Agreement; and (b) to cause the Board of Directors to recommend to its
        shareholders that they vote in favor of the Nordic Designee.
 
 6.4  In
        the
        event that any Nordic Designee shall cease to serve as a director of MHA
        for any
        reason, the Board of Directors of MHA shall fill the vacancy resulting therefrom
        with another Nordic Designee, unless Nordic declines to designate a replacement
        Nordic Designee.
 
 6.5  MHA
        shall
        provide the same compensation and rights and benefits of indemnity to the
        Nordic
        Designee as are provided to other non-employee directors.
 
 6.6  MHA
        agrees that as of the Closing Date, the size of the Board of Directors shall
        be
        seven members, including the chief executive officer and the Nordic Designee
        (if
        a Nordic Designee shall have been appointed by such time).
 
 **7.**  **Representations,
        Warranties and Covenants of Nordic** **.**
  Nordic
        hereby represents, warrants and covenants, now and as of the Closing Date,
        as
        the case may be, as follows:
  7.1  Nordic
        has all requisite legal power and authority to enter into this Agreement,
        to
        consummate the transactions contemplated hereby and to carry out and perform
        its
        obligations under the terms of this Agreement.
  7.2  This
        Agreement has been duly executed and delivered by Nordic and constitutes
        a
        legal, valid and binding obligation of Nordic enforceable against Nordic
        in
        accordance with its terms, subject
        to laws of general application relating to bankruptcy, insolvency and the
        relief
        of debtors and rules of law governing specific performance, injunctive relief
        or
        other equitable remedies, and to limitations of public policy. N either
        the execution and delivery of this Agreement nor the consummation of the
        transactions contemplated hereby nor compliance with any of the provisions
        hereof will violate or conflict with the provisions of, or constitute a default
        under (or give rise to any right of termination, cancellation or acceleration
        under), any agreement, contract or other instrument to which Nordic is
        bound.
  7.3  Neither
        the Securities nor the Conversion Shares have not been registered under the
        Securities Act, or any state securities laws, and, except as set forth in
        Registration Rights Agreement, MHA has no present or future obligation to
        register either the Securities or the Conversion Shares under the Securities
        Act
        or any state securities laws. Nordic understands that the offering and sale
        of
        the Securities hereunder is intended to be exempt from registration under
        the
        Securities Act, by virtue of Section 4(2) thereof and the provisions of
        Regulation D promulgated thereunder, or not subject to such requirement,
        by
        virtue of Regulation S promulgated under the Securities Act, based, in part,
        upon the representations, warranties and agreements of Nordic contained in
        this
        Agreement.
  10
  7.4  Nordic
        has had access to all SEC Reports (as defined below) and has received all
        other
        documents from MHA requested by Nordic. Nordic has carefully reviewed the
        SEC
        Reports and all such other documents and understands the information contained
        therein.
  7.5  Nordic
        has had a reasonable opportunity to ask questions of and receive answers
        from a
        person or persons acting on behalf of MHA concerning the offering and sale
        of
        the Securities and the business, financial condition, results of operations
        and
        prospects of MHA, and all such questions have been answered to the full
        satisfaction of Nordic. Neither such inquiries nor any other investigation
        conducted by or on behalf of Nordic or its representatives or counsel shall
        modify, amend or affect Nordic’s right to rely on the truth, accuracy and
        completeness of MHA’s representations and warranties contained in this
        Agreement.
  7.6  In
        evaluating the suitability of an investment in MHA, Nordic has not relied
        upon
        any representation or other information (oral or written) other than as stated
        in this Agreement.
  7.7  No
        Securities were offered or sold to Nordic by means of any form of general
        solicitation or general advertising, and in connection therewith Nordic did
        not:
        (A) 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; or (B)
        attend any seminar meeting or industry investor conference whose attendees
        were
        invited by any general solicitation or general advertising.
  7.8  Nordic
        has taken no action which would give rise to any claim by any person for
        brokerage commissions, finders’ fees or the like relating to this Agreement or
        the transactions contemplated hereby.
  7.9  Nordic
        has such knowledge and experience in financial, tax, and business matters,
        and,
        in particular, investments in securities similar to the Securities so as
        to
        enable Nordic to utilize the information made available to it in connection
        with
        the transactions contemplated by this Agreement to evaluate the merits and
        risks
        of an investment in the Securities and MHA and to make an informed investment
        decision with respect thereto.
  7.10  Nordic
        is
        not relying on MHA or any of its employees, officers or agents with respect
        to
        the legal, tax, economic and related considerations as to an investment in
        the
        Securities, and Nordic has relied on the advice of, or has consulted with,
        only
        his own advisors.
  7.11  Nordic
        is
        acquiring the Securities solely for Nordic's own account for investment and
        not
        with a view to resale, assignment or distribution thereof, in whole or in
        part
        in violation of the Securities Act or any applicable state securities laws.
        Nordic has no agreement or arrangement, formal or informal, with any person
        to
        sell or transfer all or any part of the Securities in violation of the
        Securities Act or any state securities laws and Nordic has no plans to enter
        into any such agreement or arrangement. Nordic will not engage in hedging
        transactions with respect to the Securities unless in compliance with the
        registration requirements of the Securities Act.
  11
  7.12  Nordic
        must bear the substantial economic risks of the investment in the Securities
        indefinitely because none of the Securities may be sold, hypothecated or
        otherwise disposed of unless subsequently registered under the Securities
        Act
        and applicable state securities laws or an exemption from such registration
        is
        available. Subject to the terms hereunder, legends shall be placed on the
        Securities to the effect that they have not been registered under the Securities
        Act or applicable state securities laws and appropriate notations thereof
        will
        be made in MHA’s stock books.
  7.13  Nordic
        has adequate means of providing for its current financial needs and foreseeable
        contingencies and has no need for liquidity of the investment in the Securities
        for an indefinite period of time.
  7.14  Nordic
        meets the requirements of the suitability standards for an “accredited investor”
because Nordic is a corporation, partnership, limited liability company,
        limited
        liability partnership, other entity or similar business trust, not formed
        for
        the specific purpose of acquiring the Securities, with total assets excess
        of
        $5,000,000 or (ii) is a “non-US Person” that is a “qualified investor” as
        defined in the European Union Prospective Directive. Nordic further represents
        and warrants that it will notify and supply corrective information to MHA
        immediately upon the occurrence of any change occurring prior to MHA's issuance
        of the Securities that renders the representation made in the immediately
        preceding sentence. Nordic represents to MHA that any information which the
        undersigned has heretofore furnished under this Section 7.14 or furnishes
        to MHA
        pursuant to this Section 7.14 is complete and accurate and may be relied
        upon by
        MHA in determining the availability of an exemption from registration under
        Federal and state securities laws in connection with the offering and sale
        of
        the Securities.
  7.15  Nordic
        is
        able to bear the economic risk of an investment in the Securities and, at
        the
        present time, has a sufficient net worth to sustain a complete loss of such
        investment in MHA in the event such a loss should occur. Nordic’s overall
        commitment to investments which are not readily marketable is not excessive
        in
        view of its net worth and financial circumstances and the purchase of the
        Units
        will not cause such commitment to become excessive.
  **8.**  **Representations
        and Warranties of MHA** **.**
  MHA
        hereby represents and warrants as of the date of this Agreement, and as of
        the
        Closing Date, as the case may be, as follows, subject to the disclosure provided
        in a written disclosure schedule provided to Nordic as of the date of this
        Agreement, if any:
  8.1  Organization,
        Good Standing and Qualification .
        MHA is
        a corporation duly organized, validly existing and in good standing under
        the
        laws of the State of Delaware and has full corporate power and authority
        to
        conduct its business as currently conducted. MHA is duly qualified as a foreign
        corporation to do business and is in good standing in every jurisdiction
        in
        which the property owned or leased by it or the nature of the business conducted
        by it makes such qualification necessary, except to the extent that the failure
        to be so qualified or in good standing would not reasonably be expected to
        have,
        individually or in the aggregate, a material adverse effect on the business,
        operations, conditions (financial or otherwise), properties, assets,
        liabilities, or results of operations of MHA (a **“** Material
        Adverse Effect **”** ).
        Other
        than Newco, MHA has no Subsidiaries. For purposes of this Section, **“** Subsidiary **”** means
        any corporation, partnership, limited liability company, association, or
        other
        business entity in which MHA owns or controls, directly or indirectly, any
        interest, including, without limitation, any joint venture, partnership,
        or
        similar arrangement.
  12
  8.2  Capitalization .
        The
        authorized capital stock of MHA consists of 150,000,000 shares of Common
        Stock
        and 1,500,000 shares of preferred stock. As of January 29, 2008, there were
        70,624,232 shares of Common Stock issued and outstanding, all of which are
        duly
        authorized, validly issued, fully paid and non-assessable, and no shares
        of
        preferred stock outstanding. In addition, as of such date, there are 8,233,838
        shares of Common Stock reserved for issuance pursuant to outstanding options
        and
        8,869,454 shares of Common Stock reserved for issuance pursuant to outstanding
        warrants. All of the securities issued by MHA have been issued in accordance
        with all applicable federal and state securities laws. Other than as set
        forth
        above, there are no other options, warrants, calls, rights, commitments or
        agreements of any character to which MHA is a party or by which MHA is bound
        or
        obligating MHA to issue, deliver, sell, repurchase or redeem, or cause to
        be
        issued, delivered, sold, repurchased or redeemed, any shares of the capital
        stock of MHA or obligating MHA to grant, extend or enter into any such option,
        warrant, call, right, commitment or agreement. There are no preemptive rights
        or
        rights of first refusal or similar rights which are binding on MHA permitting
        any Person to subscribe for or purchase from MHA shares of its capital stock
        pursuant to any provision of law, MHA’s Certificate of Incorporation as in
        effect on the date hereof (the “ Certificate
        of Incorporation ”)
        or
        MHA’s By-laws, as in effect on the date hereof (the “ By-laws ”)
        or by
        agreement or otherwise. There are no securities or instruments containing
        anti-dilution or similar provisions that will be triggered by the issuance
        of
        the Securities as described in this Agreement.
  8.3  Authorization;
        Enforceability .
        MHA has
        all corporate right, power and authority to enter into this Agreement and
        the
        Additional Agreements, to consummate the transactions contemplated hereby
        and to
        carry out and perform its obligations under the terms of this Agreement and
        the
        Additional Agreements. All corporate action on the part of MHA, its directors
        and stockholders necessary for the (a) authorization execution, delivery
        and
        performance of this Agreement and the Additional Agreements by MHA; and (b)
        authorization, sale, issuance and delivery of the Securities and the Conversion
        Shares contemplated hereby and the performance of MHA's obligations hereunder
        has been taken (or, with respect to the Additional Agreements, will have
        been
        taken prior to the Closing). This Agreement has been, and the Additional
        Agreements will be prior to Closing, duly executed and delivered by MHA,
        and
        this Agreement constitutes, and the Additional Agreements will constitute
        prior
        to Closing, legal, valid and binding obligations of MHA, enforceable against
        MHA
        in accordance with their terms, subject to laws of general application relating
        to bankruptcy, insolvency and the relief of debtors and rules of law governing
        specific performance, injunctive relief or other equitable remedies, and
        to
        limitations of public policy. The Securities, when issued and fully paid
        for in
        accordance with the terms of this Agreement, will be validly issued, fully
        paid
        and non-assessable. The Conversion Shares, when issued in accordance with
        the
        terms of the Warrant, the Put Option or the Call Option, as the case may
        be,
        will be validly issued, full paid and non-assessable. The issuance and sale
        of
        the Securities and the Conversion Shares contemplated hereby will not give
        rise
        to any preemptive rights or rights of first refusal on behalf of any person
        which have not been waived.
  13
  8.4  No
        Conflict; Governmental Consents .
  (a)  Except
        as
        would not reasonably be expected to have a Material Adverse Effect, the
        execution and delivery by MHA of this Agreement and the Additional Agreements,
        the consummation of the transactions contemplated hereby and the compliance
        with
        any of the provisions hereof will not result in the violation of any law,
        statute, rule, regulation, order, writ, injunction, judgment or decree of
        any
        court or governmental authority to or by which MHA is bound, or of any provision
        of the Certificate of Incorporation or By-Laws of MHA, and will not 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
        (or
        give rise to any right of termination, cancellation or acceleration under),
        any
        lease, loan agreement, mortgage, security agreement, trust indenture or other
        agreement or instrument to which MHA 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 MHA.
  (b)  Other
        than the approval of the American Stock Exchange, no consent, approval,
        authorization or other order of any governmental authority or other third
        party
        is required to be obtained by MHA in connection with the authorization,
        execution and delivery of this Agreement or with the authorization, issue
        and
        sale of the Securities and the Conversion Shares except such filings as may
        be
        required to be made with the SEC and with any state or foreign blue sky or
        securities regulatory authority relating to an exemption from registration
        thereunder.
  8.5  Licenses .
        Except
        as would not reasonably be expected to have a Material Adverse Effect, MHA
        has
        sufficient licenses, permits and other governmental authorizations currently
        required for the conduct of its business or ownership of properties and is
        in
        all material respects complying therewith.
  8.6  Litigation .
        There
        is no pending, or to MHA’s knowledge, threatened legal or governmental
        proceedings against MHA which (a) adversely questions the validity of this
        Agreement or any agreements related to the transactions contemplated hereby
        or
        the right of MHA to enter into any of such agreements, or to consummate the
        transactions contemplated hereby or thereby or (b) could, if there were an
        unfavorable decision, have a Material Adverse Effect. There is no action,
        suit,
        proceeding or investigation by MHA currently pending in any court or before
        any
        arbitrator or that MHA intends to initiate.
  8.7  Investment
        Company .
        MHA is
        not an “investment company” within the meaning of such term under the Investment
        Company Act of 1940, as amended, and the rules and regulations of the SEC
        thereunder.
  14
  8.8  Financial
        Statements; SEC Reports .
        The
        financial statements of MHA included in the SEC Reports (as amended) (the
        “ Financial
        Statements ”)
        fairly
        present in all material respects the financial condition and position of
        MHA at
        the dates and for the periods indicated, have been prepared in conformity
        with
        generally accepted accounting principles in the United States (“ GAAP ”)
        consistently applied throughout the periods covered thereby, except as may
        be
        otherwise specified in such Financial Statements or the notes thereto and
        except
        that unaudited financial statements may not contain all footnotes required
        by
        GAAP, and fairly present in all material respects the financial position
        of MHA
        as of and for the dates thereof and the results of operations and cash flows
        for
        the periods then ended, subject, in the case of unaudited statements, to
        normal,
        immaterial, year-end audit adjustments. Since the date of the most recent
        balance sheet included as part of the Financial Statements and except as
        disclosed in the SEC Reports, there has not been: (i) any change in the
        business, conditions (financial or otherwise), properties, assets, liabilities,
        or results of operations of MHA from that reflected in the Financial Statements,
        other than changes in the ordinary course of business, none of which
        individually or in the aggregate would reasonably be expected to have a Material
        Adverse Effect; or (ii) any other event or condition of any character that,
        either individually or cumulatively, would reasonably be expected to have
        a
        Material Adverse Effect, except for the expenses incurred in connection with
        the
        transactions contemplated by this Agreement. MHA has filed all reports,
        schedules, forms, statements and other documents required to be filed by
        it
        under the Securities Act and the Exchange Act, including pursuant to Section
        13(a) or 15(d) thereof, since February 1, 2006 (the foregoing materials,
        including the exhibits thereto and documents incorporated by reference therein,
        being collectively referred to herein as the “ SEC
        Reports ”)
        on a
        timely basis or has received a valid extension of such time of filing and
        has
        filed any such SEC Reports prior to the expiration of any such extension.
        As of
        their respective dates, the SEC Reports complied in all material respects
        with
        the requirements of the Securities Act and the Exchange Act and the rules
        and
        regulations of the SEC promulgated thereunder, and none of the SEC Reports,
        when
        filed, contained any untrue statement of a material fact or omitted to state
        a
        material fact required to be stated therein or necessary in order to make
        the
        statements therein, in the light of the circumstances under which they were
        made, not misleading.
  8.9  Title
        to Properties and Assets; Liens, Etc .
        MHA has
        good and marketable title to its properties and assets, including the properties
        and assets reflected in the most recent balance sheet included in the Financial
        Statements, and good title to its leasehold estates, in each case subject
        to no
        mortgage, pledge, lien, lease, encumbrance or charge, other than (a) those
        resulting from taxes which have not yet become delinquent; (b) liens and
        encumbrances which do not materially detract from the value of the property
        subject thereto or materially impair the operations of MHA; (c) those that
        have
        otherwise arisen in the ordinary course of business; and (d) those that would
        not reasonably be expected to have a Material Adverse Effect. MHA is in
        compliance with all material terms of each lease to which it is a party or
        is
        otherwise bound.
  8.10  Compliance .
        MHA (a)
        neither is in default under or in violation of (and no event has occurred
        that
        has not been waived that, with notice or lapse of time or both, would result
        in
        a default by MHA under), nor has MHA received notice of a claim that it is
        in
        default under or that it is in violation of, any indenture, loan or credit
        agreement or any other agreement or instrument to which it is a party or
        by
        which it or any of its properties is bound (whether or not such default or
        violation has been waived), (b) is not in violation of any order of any court,
        arbitrator or governmental body, and (c) is not and has not been in violation
        of
        any statute, rule or regulation of any governmental authority, including
        without
        limitation all foreign, federal, state and local laws applicable to its
        business, except in the case of each of (a), (b), and (c) as could not have
        a
        Material Adverse Effect.
  15
  8.11  Obligations
        to Related Parties .
        There
        are no obligations of MHA to officers, directors, stockholders, or employees
        of
        MHA other than (a) for payment of salary or other compensation for services
        rendered, (b) reimbursement for reasonable expenses incurred on behalf of
        MHA,
        (c) standard indemnification provisions in the certificate of incorporation
        and
        by-laws, and (d) for other standard employee benefits made generally available
        to all employees (including stock option agreements outstanding under any
        stock
        option plan approved by the Board of Directors of MHA). Except as may be
        disclosed in the Financial Statements, MHA is not a guarantor or indemnitor
        of
        any indebtedness of any other person, firm or corporation.
  8.12  Employee
        Relations; Employee Benefit Plans .
        MHA is
        not a party to any collective bargaining agreement or union contract. MHA
        believes that its relations with its employees are good. No executive officer
        (as defined in Rule 501(f) of the Securities Act) of MHA has notified MHA
        that
        such officer intends to leave MHA or otherwise terminate such officer's
        employment with MHA. MHA is in compliance with all federal, state, local
        and
        foreign laws and regulations respecting employment and employment practices,
        terms and conditions of employment and wages and hours, except where failure
        to
        be in compliance would not, either individually or in the aggregate, reasonably
        be expected to result in a Material Adverse Effect. Except as disclosed in
        the
        Memorandum, MHA does not maintain any compensation or benefit plan, agreement,
        arrangement or commitment (including, but not limited to, “employee benefit
        plans”, as defined in Section 3(3) of the Employee Retirement Income Security
        Act of 1974, as amended ( **“** ERISA **”** )
        for any
        present or former employees, officers or directors of MHA or with respect
        to
        which MHA has liability or makes or has an obligation to make contributions,
        other than any such plans, agreements, arrangements or commitments made
        generally available to MHA’s employees.
  8.13  Environmental
        Laws .
        MHA (i)
        is in compliance with any and all Environmental Laws (as hereinafter defined),
        (ii) has received all permits, licenses or other approvals required of it
        under
        applicable Environmental Laws to conduct its business and (iii) is in compliance
        with all terms and conditions of any such permit, license or approval where,
        in
        each of the foregoing clauses (i), (ii) and (iii), the failure to so comply
        would reasonably be expected to have, individually or in the aggregate, a
        Material Adverse Effect. The term **“** Environmental
        Laws **”** means
        all federal, state, local or foreign laws relating to pollution or protection
        of
        human health or the environment (including, without limitation, ambient air,
        surface water, groundwater, land surface or subsurface strata), including,
        without limitation, laws relating to emissions, discharges, releases or
        threatened releases of chemicals, pollutants, contaminants, or toxic or
        hazardous substances or wastes (collectively, **“** Hazardous
        Materials **”** )
        into
        the environment, or otherwise relating to the manufacture, processing,
        distribution, use, treatment, storage, disposal, transport or handling of
        Hazardous Materials, as well as all authorizations, codes, decrees, demands
        or
        demand letters, injunctions, judgments, licenses, notices or notice letters,
        orders, permits, plans or regulations issued, entered, promulgated or approved
        thereunder.
  8.14  Tax
        Status .
        MHA (a)
        has made or filed all federal and state income and all other tax returns,
        reports and declarations required by any jurisdiction to which it is subject,
        (b) has paid all taxes and other governmental assessments and charges that
        are
        material in amount, shown or determined to be due on such returns, reports
        and
        declarations, except those being contested in good faith and (c) has set
        aside
        on its books provision reasonably adequate for the payment of all taxes for
        periods subsequent to the periods to which such returns, reports or declarations
        apply. There are no unpaid taxes in any material amount claimed to be due
        by the
        taxing authority of any jurisdiction, and the officers of MHA know of no
        basis
        for any such claim.
  16
  8.15  Proprietary
        Rights .
        MHA
        owns or possesses adequate and enforceable rights to use all patents, patent
        applications, trademarks, trade names, corporate names, copyrights, trade
        secrets, licenses, inventions, formulations, technology and know-how and
        other
        intangible property used in the conduct of its business (the “ Proprietary
        Rights ”).
        MHA
        has not received any notice of, and there are no facts known to MHA that
        reasonably indicate the existence of (a) any infringement or misappropriation
        by
        any third party of any of the Proprietary Rights or (b) any claim by a third
        party contesting the validity of any of the Proprietary Rights. MHA has not
        received any notice of any infringement, misappropriation or violation by
        MHA or
        any of its employees of any Proprietary Rights of third parties.
  8.16  Insurance .
        MHA is
        insured by insurers of recognized financial responsibility against such losses
        and risks, including, without limitation, products liability, and in such
        amounts as are prudent and customary in the businesses in which MHA is engaged,
        including, but not limited to, directors and officers insurance coverage
        at
        least equal to $5.0 million. To the best knowledge of MHA, such insurance
        contracts and policies are accurate and complete. MHA has no reason to believe
        that it will not be able to renew its existing insurance coverage as and
        when
        such coverage expires or to obtain similar coverage from similar insurers
        as may
        be necessary to continue its business on terms consistent with market for
        MHA’s
        line of business.
  8.17  Private
        Placement .
        Assuming the accuracy of Nordic’s representations and warranties set forth in
        Section 7, no registration under the Securities Act is required for the offer
        and sale of the Securities and the Conversion Shares by MHA to Nordic as
        contemplated hereby. The issuance and sale of the Securities and the Conversion
        Shares hereunder does not contravene the rules and regulations of the Trading
        Market.
  8.18  Registration
        Rights .
        Other
        than Nordic, no Person has any right to cause MHA to effect the registration
        under the Securities Act of any securities of MHA.
  8.19  Solvency
        and Indebtedness .
        Based
        on the financial condition of MHA, (a) MHA’s fair saleable value of its assets
        exceeds the amount that will be required to be paid on or in respect of MHA’s
        existing debts and other liabilities (including known contingent liabilities)
        as
        they mature; (b) MHA’s assets do not constitute unreasonably small capital to
        carry on its business for the current fiscal year as now conducted and as
        proposed to be conducted including its capital needs taking into account
        the
        particular capital requirements of the business conducted by MHA, and projected
        capital requirements and capital availability thereof; and (c) the current
        cash
        flow of MHA, together with the proceeds MHA would receive, were it to liquidate
        all of its assets, after taking into account all anticipated uses of the
        cash,
        would be sufficient to pay all amounts on or in respect of its debt when
        such
        amounts are required to be paid. MHA does not intend to incur debts beyond
        its
        ability to pay such debts as they mature (taking into account the timing
        and
        amounts of cash to be payable on or in respect of its debt). MHA has no
        knowledge of any facts or circumstances which lead it to believe that it
        will
        file for reorganization or liquidation under the bankruptcy or reorganization
        laws of any jurisdiction within one year from the Closing Date. MHA is being
        operated pursuant to a budget which has been provided to, and reviewed by
        Nordic. The SEC Reports set forth as of the dates thereof all outstanding
        secured and unsecured Indebtedness of MHA, or for which MHA has commitments.
        For
        the purposes of this Agreement, “I ndebtedness ”
shall
        mean (a) any liabilities for borrowed money or amounts owed in excess of
        $50,000
        (other than trade accounts payable incurred in the ordinary course of business),
        (b) all guaranties, endorsements and other contingent obligations in respect
        of
        Indebtedness of others, whether or not the same are or should be reflected
        in
        MHA’s balance sheet (or the notes thereto), except guaranties by endorsement
        of
        negotiable instruments for deposit or collection or similar transactions
        in the
        ordinary course of business; and (c) the present value of any lease payments
        in excess of $50,000 due under leases required to be capitalized in accordance
        with GAAP. MHA
        is
        not in default with respect to any Indebtedness.
  17
  8.20  Clinical
        Studies. MHA has
        provided or will provide (i) all communications to the Food and Drug
        Administration (the “ FDA ”)
        of any
        adverse events with respect to any clinical or pre-clinical studies, tests
        or
        research that are described in the SEC Reports or the results of which are
        referred to in the SEC Reports, and (ii) any notices or other correspondence
        from the FDA or any other foreign, federal, state or local governmental or
        regulatory authority with respect to any clinical or pre-clinical studies,
        tests
        or research that are described in the SEC Reports or the results of which
        are
        referred to in the SEC Reports which require the termination, suspension,
        delay
        or modification of such studies, tests or research, otherwise require MHA
        to
        engage in any remedial activities with respect to such studies, test or
        research, or threaten to impose or actually impose any fines or other
        disciplinary actions, in the case of each of (i) and (ii) as such
        communications, notices or other correspondence relate to the
        Assets.
  8.21  Disclosure .
        The
        representations and warranties made by MHA herein (as modified by the Disclosure
        Schedule) are true and correct 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 herein, in light of the circumstances under which they were
        made, not misleading.
  8.22  Absence
        of Certain Changes .
        Since
        September 30, 2007, there has been no material adverse change in the business,
        operations, conditions (financial or otherwise), prospects, assets or results
        of
        operations of MHA.
  8.23  Other
        Representations and Warranties .
        The
        representations and warranties of MHA in the Additional Agreements will be
        true
        and correct when made.
  **9.**  **Other
        Agreements of the Parties.**
  9.1 Transfer
        Restrictions .
  (a)  The
        Securities and the Conversion Shares may only be disposed of in compliance
        with
        state and federal securities laws. In connection with any transfer of the
        Securities or the Conversion Shares other than pursuant to an effective
        registration statement or Rule 144, to MHA or to an affiliate of Nordic or
        in
        connection with a pledge as contemplated in Section 9.1(b), MHA may require
        the
        transferor thereof to provide to MHA an opinion of counsel selected by the
        transferor and reasonably acceptable to MHA, the form and substance of which
        opinion shall be reasonably satisfactory to MHA, to the effect that such
        transfer does not require registration of such transferred Securities or
        Conversion Shares under the Securities Act.
  18
  (b) Nordic
        agrees to the imprinting, so long as is required by this Section 9.1(b),
        of a
        legend on any of the Securities or Conversion Shares in the following
        form:
  THESE
        SHARES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
        OR
        THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
        AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
        TO
        SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO MHA.
        THESE
        SHARES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH
        A
        REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT
        IS AN
“ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES
        ACT.
  MHA
        acknowledges and agrees that Nordic may from time to time pledge or grant
        a
        security interest in some or all of the Securities or Conversion Shares to
        a
        financial institution that is an “accredited investor” as defined in Rule 501(a)
        under the Securities Act and who agrees to be bound by the provisions of
        this
        Agreement and the Registration Rights Agreement and, if required under the
        terms
        of such arrangement, Nordic may transfer pledged or secured Securities or
        Conversion Shares to the pledgees or secured parties. So long as it complies
        in
        all respects with applicable state and federal securities laws, such a pledge
        or
        transfer would not be subject to approval of MHA and no legal opinion of
        legal
        counsel of the pledgee, secured party or pledgor shall be required in connection
        therewith. Further, no notice shall be required of such pledge. At Nordic’s
        expense, MHA will execute and deliver such reasonable documentation as a
        pledgee
        or secured party of Securities or Conversion Shares may reasonably request
        in
        connection with a pledge or transfer of the Securities or Conversion Shares,
        including, if the Securities or Conversion Shares are subject to registration
        pursuant to the Registration Rights Agreement, the preparation and filing
        of any
        required prospectus supplement under Rule 424(b)(3) under the Securities
        Act or
        other applicable provision of the Securities Act to appropriately amend the
        list
        of Selling Stockholders thereunder.
  (c) Certificates
        evidencing the Securities and the Conversion Shares shall not contain any
        legend
        (including the legend set forth in Section 9.1(b)), (i) following the resale
        of
        the Securities or Conversion Shares pursuant to an effective registration
        statement covering the resale of such security under the Securities Act,
        or (ii)
        following any sale of such Securities or Conversion Shares pursuant to Rule
        144
        (assuming the transferor is not an Affiliate of MHA), or (iii) if such
        Securities or Conversion Shares are eligible for sale under Rule 144 without
        volume restrictions, or (iv) if such legend is not required under applicable
        requirements of the Securities Act and the rules and regulations promulgated
        thereunder (including judicial interpretations and pronouncements issued
        by the
        staff of the SEC). MHA agrees that at such time as such legend is no longer
        required under this Section 9.1(c), it will, no later than three Trading
        Days
        following the delivery by Nordic to MHA or MHA’s transfer agent of a certificate
        representing Securities or Conversion Shares, as the case may be, issued
        with a
        restrictive legend, deliver or cause to be delivered to Nordic a certificate
        representing such shares that is free from all restrictive and other legends.
        MHA may not make any notation on its records or give instructions to any
        transfer agent of MHA that enlarge the restrictions on transfer set forth
        in
        this Section. Certificates for the Securities or Conversion Shares subject
        to
        legend removal hereunder shall be transmitted by the transfer agent of MHA
        to
        Nordic by crediting the account of Nordic’s prime broker with the Depository
        Trust Company System.
  19
  9.2 Furnishing
        of Information .
  (a) As
        long
        as Nordic owns Securities or Conversion Shares, MHA covenants as follows:
        (i)
        MHA shall timely file (or obtain extensions in respect thereof and file within
        the applicable grace period) all reports required to be filed by MHA after
        the
        date hereof pursuant to the Exchange Act, and (ii) all such reports filed
        by MHA
        after the date hereof pursuant to the Exchange Act shall comply in all material
        respects with the requirements of the Exchange Act and the rules and regulations
        of the SEC promulgated thereunder, and none of such reports, when filed,
        shall
        contain any untrue statement of a material fact or omitted to state a material
        fact required to be stated therein or necessary in order to make the statements
        therein, in the light of the circumstances under which they were made, not
        misleading.
  (b) As
        long
        as Nordic owns Securities or Conversion Shares, if MHA is not required to
        file
        reports pursuant to the Exchange Act, it will prepare and furnish to Nordic
        and
        make publicly available in accordance with Rule 144 such information as is
        required for Nordic to sell the Securities or Conversion Shares under Rule
        144.
        MHA further covenants that it will take such further action as Nordic may
        reasonably request, all to the extent required from time to time to enable
        Nordic to sell Securities or Conversion Shares without registration under
        the
        Securities Act within the limitation of the exemptions provided by Rule
        144.
  9.3 Integration .
        MHA
        shall not sell, offer for sale or solicit offers to buy or otherwise negotiate
        in respect of any security (as defined in Section 2 of the Securities Act)
        that
        would be integrated with the offer or sale of the Securities or the Conversion
        Shares in a manner that would require the registration under the Securities
        Act
        of the sale of the Securities or the Conversion Shares to Nordic or that
        would
        be integrated with the offer or sale of the Securities or the Conversion
        Shares
        for purposes of the rules and regulations of any Trading Market such that
        it
        would require stockholder approval of the sale of the Securities or the
        Conversion Shares to Nordic unless stockholder approval is obtained before
        the
        closing of such subsequent transaction.
  9.4 Confidentiality;
        Required Disclosure .
  (a) Each
        party agrees, and will cause its affiliates, to keep confidential and not
        to
        publish (by press release, press interview, or otherwise) or otherwise divulge
        or use for its own benefit or for the benefit of any third party any information
        of a confidential or proprietary nature furnished to it by the other party,
        or
        the existence and terms of this Agreement or the Additional Agreements or
        the
        existence or results of the parties’ collaboration hereunder or thereunder,
        without the prior written approval of the other party, except to those of
        such
        party’s employees and representatives as may need to know such information for
        purposes of the transactions contemplated by the parties’ agreements, and except
        as required by applicable law or by obligations pursuant to any listing
        agreement with or rules of any Trading Market. In the event of any such required
        disclosure, including the filings described in Section 9.4(b) below, the
        disclosing party will (i) provide the other party with written notice of
        the
        required disclosure at least 48 hours in advance of such disclosure, and
        (ii)
        limit such disclosure to the minimum required under the applicable law or
        obligations, whether through a request for confidential treatment or otherwise.
        The confidentiality obligation described above shall not apply to information
        of
        the other party which: was already known by the recipient prior to the time
        of
        its disclosure by the disclosing party to the recipient; is publicly available
        or later becomes publicly available through no fault of the recipient; or
        is
        disclosed to the recipient by a third party having no similar confidentiality
        obligation. This obligation shall terminate three years after execution of
        this
        Agreement.
   20
  (b) MHA
        shall
        (i) timely file with the SEC a Current Report on Form 8-K with respect to
        the
        transactions contemplated by this Agreement and the Additional Agreements,
        and
        (ii) make such
        other filings and notices in the manner and time required by the SEC and
        the
        Trading Market, provided, in the case of a filing or notice described in
        clause
        (i) or (ii) above, that the
        information contained in such filing or notice is limited to the information
        necessary in order for MHA to comply with the Exchange Act and the regulations
        promulgated thereunder or the other applicable legal or Trading Market
        obligations.
  9.5 Indemnification
        of Nordic .
        Subject
        to the provisions of this Section 9.5, MHA will indemnify and hold Nordic
        and
        its directors, officers, stockholders, members, partners, employees and agents
        (each, a “ Purchaser
        Party ”)
        harmless from any and all losses, liabilities, obligations, claims,
        contingencies, damages, costs and expenses, including all judgments, amounts
        paid in settlements, court costs and reasonable attorneys’ fees and costs of
        investigation that any such Purchaser Party may suffer or incur as a result
        of
        or relating to (a) any breach of any of the representations and warranties,
        when
        made, or the covenants or agreements made by MHA in this Agreement and the
        Additional Agreements or (b) any action instituted against Nordic or its
        Affiliates, or in which Nordic becomes involved in any capacity, by any
        stockholder of MHA who is not an Affiliate of Nordic, with respect to any
        of the
        transactions contemplated by the Agreement or the Additional Agreements (unless
        such action is based upon a breach of Nordic’s representations, warranties or
        covenants under the Agreement or the Additional Agreements or any agreements
        or
        understandings Nordic may have with any such stockholder or any violations
        by
        Nordic of state or federal securities laws or any conduct by Nordic which
        constitutes fraud, gross negligence, willful misconduct or malfeasance).
        If any
        action shall be brought against any Purchaser Party in respect of which
        indemnity may be sought pursuant to this Agreement, such Purchaser Party
        shall
        promptly notify MHA in writing, and MHA shall have the right to assume the
        defense thereof with counsel of its own choosing. Any Purchaser Party shall
        have
        the right to employ separate counsel in any such action and participate in
        the
        defense thereof, but the fees and expenses of such counsel shall be at the
        expense of such Purchaser Party except to the extent that (a) the employment
        thereof has been specifically authorized by MHA in writing, (b) MHA has failed
        after a reasonable period of time to assume such defense and to employ counsel
        or (c) in such action there is, in the reasonable opinion of such separate
        counsel, a material conflict on any material issue between the position of
        MHA
        and the position of such Purchaser Party. MHA will not be liable to any
        Purchaser Party under this Agreement (i) for any settlement by a Purchaser
        Party
        effected without MHA’s prior written consent, which shall not be unreasonably
        withheld or delayed; or (ii) to the extent, but only to the extent that a
        loss,
        claim, damage or liability is attributable to any Purchaser Party’s breach of
        any of the representations, warranties, covenants or agreements made by Nordic
        in this Agreement or in Additional Agreements. MHA
        shall not approve the settlement of any claims against a Purchaser Party
        without
        the written consent of the Purchaser Party, unless such settlement holds
        such
        Purchaser Party harmless and releases the Purchaser Party from all
        claims.
  21
  9.7 Reservation
        of Common Stock . MHA
        shall maintain a reserve, free of preemptive rights, from its duly authorized
        shares of Common Stock for issuance pursuant to the Agreement in such amount
        as
        may be required to fulfill its obligations under the Agreement in full,
        including the issuance of Conversion Shares.
  9.8 Formation
        of Newco and General Partner .
        Prior
        to the Closing, MHA and Nordic shall cooperate in entering into such agreements
        and filing such certificates as are necessary to properly form Newco as a
        Danish
        limited partnership and the General Partner as a Danish private limited company,
        including, without limitation, by the filing of the Articles of Association
        of
        Newco, and the Articles of Association and Memorandum of Association of the
        General Partner, all in the form attached to the Partnership Agreement, with
        the
        Danish Commerce and Companies Agency.
  **10.**  **Miscellaneous.**
  10.1 Termination .
        This
        Agreement may be terminated by Nordic by written notice to MHA, if the Closing
        has not been consummated on or before February 18, 2008.
  10.2 Fees
        and Expenses . All
        fees
        and expenses incurred by MHA in connection with the transactions contemplated
        by
        this Agreement shall be borne by MHA. All fees and expenses incurred by Nordic
        in connection with the transactions contemplated by this Agreement shall
        be
        borne by MHA to the extent that such fees and expenses to do not exceed
        $125,000, and by Nordic thereafter. Nordic acknowledges that it has received
        $60,000 from MHA as an advance on fees and expenses. Nordic agrees to submit
        evidence of additional fees and expenses to MHA in order to request additional
        advances, and MHA agrees to make such advances for up to an additional $65,000.
        Nordic is under no obligation to return any portion of any advance made unless
        the Closing does not occur, in which case Nordic agrees to return to MHA
        the
        portion of advances made, if any, in excess of Nordic’s actual fees and
        expenses.
  10.3 Entire
        Agreement .
        The
        Agreement and the Additional Agreements, together with the exhibits and
        schedules thereto, contain the entire understanding of the parties with respect
        to the subject matter hereof and supersede all prior agreements and
        understandings, oral or written, with respect to such matters, which the
        parties
        acknowledge have been merged into such documents, exhibits and
        schedules.
  10.4  Notices . Any
        notice, demand, offer or other written instrument (“ Notice ”)
        required or permitted to be given shall be in writing signed by the party
        giving
        such Notice and shall be hand delivered or sent, postage prepaid, by certified
        or registered mail, return receipt requested, or by overnight delivery such
        as
        Federal Express, addressed as follows:
  22
 
 If
                  to MHA:
              Manhattan
                  Pharmaceuticals, Inc.810
                  Seventh Avenue, 4th FloorNew
                  York, NY 10019Fax:
                  (212) 582-3957Attn:
                  Chief Financial OfficerEmail:
                  mgmcguinness@manhattanpharma.comwith
                  a copy to:
              Lowenstein
                  Sandler PC65
                  Livingston AvenueRoseland,
                  New Jersey 07068Telephone:
                  (973) 597-2500Fax:
                  (973) 597-2400Attn:
                  Anthony O. PergolaEmail:
                  apergola@lowenstein.comIf
                  to Nordic:
              Nordic
                  Biotech AdvisorsØstergade
                  5, 3rd floorDK-1100
                  Copenhagen KDenmarkAttn:
                  Florian SchönhartingFax:
                  (978) 448-3145Email:
                  fs@nordicbiotech.comWith
                  a copy to: John M. BarberichEmail:
                  jmb@nordicbiotech.comwith
                  a copy to:
              Nutter,
                  McClennen & Fish LLPWorld
                  Trade Center West155
                  Seaport BoulevardBoston,
                  MA 02210Fax:
                  (617) 310-9000Attn:
                  James E. Dawson, Esq.Email:
                  jdawson@nutter.com
 
 Any
        party
        shall have the right to change the place to which such Notice shall be sent
        or
        delivered by similar notice sent in like manner to all other parties hereto.
 
 10.5 Amendments;
        Waivers .
        No
        provision of this Agreement may be waived or amended except in a written
        instrument signed, in the case of an amendment, by MHA and Nordic or, in
        the
        case of a waiver, by the party against whom enforcement of any such waiver
        is
        sought. No waiver of any default with respect to any provision, condition
        or
        requirement of this Agreement shall be deemed to be a continuing waiver in
        the
        future or a waiver of any subsequent default or a waiver of any other provision,
        condition or requirement hereof, nor shall any delay or omission of either
        party
        to exercise any right hereunder in any manner impair the exercise of any
        such
        right.
  23
  10.6 Headings .
        The
        headings herein are for convenience only, do not constitute a part of this
        Agreement and shall not be deemed to limit or affect any of the provisions
        hereof. The language used in this Agreement will be deemed to be the language
        chosen by the parties to express their mutual intent, and no rules of strict
        construction will be applied against any party.
  10.7 Successors
        and Assigns .
        This
        Agreement shall be binding upon and inure to the benefit of the parties and
        their successors and permitted assigns. MHA may not assign this Agreement
        or any
        rights or obligations hereunder without the prior written consent of Nordic.
  10.8 No
        Third-Party Beneficiaries .
        This
        Agreement is intended for the benefit of the parties hereto and their respective
        successors and permitted assigns and is not for the benefit of, nor may any
        provision hereof be enforced by, any other Person, except as otherwise set
        forth
        in Section 9.6.
  10.9 Governing
        Law .
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement and the Additional Agreements shall be governed by and
        construed and enforced in accordance with the internal laws of the State
        of New
        York, without regard to the principles of conflicts of law thereof, except
        to
        the extent that the application of the General Corporation Law of the State
        of
        Delaware is mandatorily applicable. If either party shall commence an action
        or
        proceeding to enforce any provisions of the Transaction Documents, then the
        prevailing party in such action or proceeding shall be reimbursed by the
        other
        party for its reasonable attorneys’ fees and other costs and expenses incurred
        with the investigation, preparation and prosecution of such action or
        proceeding. Each
        party hereby irrevocably submits to the exclusive jurisdiction of the federal
        and state courts sitting in the state of New York in any action or proceeding
        arising out of or relating to this Agreement, the Additional Agreements or
        the
        transactions contemplated hereby or thereby. Each party hereby irrevocably
        agrees, on behalf of itself and on behalf of such party’s successors and
        permitted assigns, that all claims in respect of such action or proceeding
        shall
        be heard and determined in any such court and irrevocably waives any objection
        such person may now or hereafter have as to the venue of any such suit, action
        or proceeding brought in such a court or that such court is an inconvenient
        forum.
  10.10 Survival .
        The
        representations, warranties, agreements and covenants contained herein shall
        survive the Closing and the delivery of the Securities and Conversion
        Shares.
  10.11 Execution .
        This
        Agreement may be executed in two or more counterparts, all of which when
        taken
        together shall be considered one and the same agreement and shall become
        effective when counterparts have been signed by each party and delivered
        to the
        other party, it being understood that both parties need not sign the same
        counterpart. In the event that any signature is delivered by facsimile
        transmission, such signature shall create a valid and binding obligation
        of the
        party executing (or on whose behalf such signature is executed) with the
        same
        force and effect as if such facsimile signature page were an original
        thereof.
  10.12 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
        of this Agreement 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 in this Agreement.
  24
  10.13 Remedies .
        In
        addition to being entitled to exercise all rights provided herein or granted
        by
        law, including recovery of damages, each of Nordic and MHA will be entitled
        to
        specific performance under this Agreement and the Additional Agreements.
        The
        parties agree that monetary damages may not be adequate compensation for
        any
        loss incurred by reason of any breach of obligations described in the foregoing
        sentence and hereby agrees to waive in any action for specific performance
        of
        any such obligation the defense that a remedy at law would be
        adequate.
  10.14 Payment
        Set Aside .
        To the
        extent that MHA makes a payment or payments to Nordic pursuant to this Agreement
        or the Additional Agreements or Nordic enforces or exercises its rights
        thereunder, and such payment or payments or the proceeds of such enforcement
        or
        exercise or any part thereof are subsequently invalidated, declared to be
        fraudulent or preferential, set aside, recovered from, disgorged by or are
        required to be refunded, repaid or otherwise restored to MHA, a trustee,
        receiver or any other person under any law (including, without limitation,
        any
        bankruptcy law, state or federal law, common law or equitable cause of action),
        then to the extent of any such restoration the obligation or part thereof
        originally intended to be satisfied shall be revived and continued in full
        force
        and effect as if such payment had not been made or such enforcement or setoff
        had not occurred.
  [Signature
        page follows]
  25
  IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement under seal
        as
        of the day and year first above written.
  **MHA:**MANHATTAN
                  PHARMACEUTICALS, INC.By:
              /s/
                  Michael McGuinnessName:Title:
              CFO**NORDIC:**NORDIC
                  BIOTECH VENTURE FUND II K/SBy:
              /s/
                  Florian SchonhartingName:Title:
              PartnerBy:
              /s/
                  Christian HansenName:Title:
              PartnerAddress:
              Østergade 5, 3rd floorDK-1100 Copenhagen KDenmark
  
  **DISCLOSURE
        SCHEDULES**
 **DATE
        JANUARY 31, 2008**
 **TO
        JOINT VENTURE AGREEMENT**
 
 Schedule
        8.6 (Litigation)
 
 Swiss
        Pharma Contract LTD (“Swiss Pharma”), a clinical site that MHA used in one of
        its obesity trials, gave notice to MHA that Swiss Pharma believes it is entitled
        to receive an additional payment of $322,776 for services in connection with
        that clinical trial. While the contract between MHA and Swiss Pharma provides
        for additional payments if certain conditions are met, Swiss Parma has not
        specified which conditions they believe have been achieved and MHA does not
        believe that Swiss Pharma is entitled to additional payments and has not
        accrued
        any of these costs as of September 30, 2007. The contract between MHA and
        Swiss
        Pharma provides for arbitration in the event of a dispute, such as this claim
        for an additional payment. Swiss Pharma has filed a demand for arbitration.
        As
        MHA does not believe that Swiss Pharma is entitled to additional payments,
        it
        intends to defend its position in arbitration.
 
 Schedule
        8.22 (Absence of Certain Changes)
 
 MHA's
        cash balance as of January 31, 2008, is approximately $250,000.