CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS
200.800(b)(4), 200.83 and 240.24b-2

EXHIBIT 10.71

PUT OPTION AGREEMENT

This Put Option Agreementis effective as of April 30, 2001 (the
"Agreement), by and between Gene Logic, Inc.,a Delaware corporation (Gene
Logic) and Neuralstem, Inc., a Delaware corporation (Neuralstem and
"Optionholder).

Recitals

A.Gene Logic and Neuralstem have entered into a Stock Repurchase
Agreement of even date herewith, whereby Neuralstem repurchased [***] shares
of Neuralstems Series A Preferred Stock from Gene Logic in exchange for a
promissory note in the principal sum of Two Million Six Hundred Fifty-three
Thousand Seven Hundred One ($2,653,701) (the Promissory Note).

B.In order to induce Neuralstem to enter into the Stock Repurchase
Agreement, Neuralstem and Gene Logic are entering into this Agreement giving
Neuralstem the option to require Gene Logic to purchase back (pursuant to the
terms and conditions contained herein) up to a certain number of shares of
Neuralstems Series A Preferred Stock.

Agreement

Now, Therefore,in consideration of the foregoing premises and the mutual
representations, warranties, covenants and agreements contained herein, the
parties to this Agreement hereby, intending to be legally bound, agree as
follows:

1.     Put Option.Gene Logic hereby grants to Optionholder an irrevocable
right and option to require Gene Logic to purchase all or any portion of up to
[***] shares of Neuralstems Series A Preferred Stock (the Option Shares)
pursuant to the terms and conditions contained in this Agreement (the Put
Option); provided, however,that Optionholder may not exercise the Put Option
right more than one time. The Put Option is only exercisable if after such
exercise, Gene Logics voting stock interest in Neuralstem is less than fifteen
percent (15%) of the outstanding voting securities of Neuralstem on an as
converted basis. The Put Option, if exercisable under this Section, is
exercisable commencing as of the date hereof and the exercise period shall
terminate at 5:00 p.m. (Eastern Standard Time) on April 30, 2002 (the Put
Option Expiration); and this Agreement shall terminate the earlier to occur of
(i) the Put Option Expiration or (ii) the closing of the purchase of the Option
Shares pursuant to Optionholders one time exercise of the Put Option under
this Section 1.

2.     Exercise Price.Optionholder shall have the option under the Put
Option to require Gene Logic to repurchase all or any portion of the Option
Shares for a purchase price per share equal to the original face amount of the
Promissory Note (i.e. $2,653,701) plus all accrued and unpaid interest thereon
as of the date of exercise, divided by [***] (Put Option Exercise Price,
the aggregate purchase price referred to herein as the Put Option Purchase
Price). The Put Option Purchase Price shall be paid in accordance with
Section 3, and Gene Logic shall be entitled to pay for any or all of the Put
Option Purchase Price, at Gene Logics option, in cash



*Confidential Treatment Requested



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or by offset against any indebtedness owing to Gene Logic by Optionholder,
or by a combination of both.

3.     Manner Of Exercise.To exercise the Put Option, Optionholder shall
give written notice to Gene Logic, which notice shall state that the Put Option
is being exercised (subject to Section 1) and shall set forth: (a) the number
of Option Shares to be sold and (b) the date of Optionholders written notice
of the exercise of the Put Option (the Exercise Date). The Put Option shall
be deemed to be exercised on the Exercise Date, at which time the decision to
exercise the Put Option shall be deemed irrevocable. Gene Logic shall have the
right to designate the date on which shares of the Option Shares are purchased
(the Put Option Closing Date). At the Put Option Closing Date, Optionholder
shall deliver to Gene Logic stock certificates for the number of Option Shares
being purchased against delivery of the Put Option Purchase Price.

4.     Transfer Of Title.Transfer of title to the Option Shares is subject
to exercise of the Put Option and shall be deemed to occur automatically on the
Put Option Closing Date, notwithstanding the failure of Optionholder to tender
a certificate(s) representing the Option Shares. Upon payment of the Put
Option Purchase Price, Optionholder agrees that the Option Shares shall be
transferred free and clear of any and all encumbrances of any kind whatsoever.

5.     Representations and Warranties of Neuralstem. Neuralstem hereby
represents and warrants to Gene Logic that:

(a)Neuralstem has full power and authority to sell the Option Shares
under the terms of this Agreement; and

(b)All action on the part of Neuralstem necessary for the authorization,
execution, delivery and performance of this Agreement, the issuance of the
Option Shares and the performance of other obligations hereunder has been
taken;

(c)This Agreement is a valid and binding agreement of Neuralstem which
has been duly executed and which is enforceable in accordance with its terms;
and

(d)The execution and delivery of, and compliance with the terms of, this
Agreement will not, with or without the passage of time, or giving of notice,
result in a violation, or be in conflict with or constitute a default or
require the prior written consent of any third party under any term or
provision of any mortgage, indenture, contract, agreement or instrument or of
the charter or bylaws of Neuralstem as of the date hereof.

6.     Assignment.The terms and conditions of this Agreement shall inure to
the benefit of and be binding upon the respective successors and assigns of the
parties. Notwithstanding the foregoing, Gene Logic may not assign, pledge, or
otherwise transfer this Agreement without the prior written consent of the
Optionholder, except (a) for transfers to its affiliates or (b) upon (i) a
sale, lease or other disposition of all or substantially all of the assets of
Gene Logic, (ii) a merger or consolidation in which Gene Logic is not the
surviving corporation; (iii) a consolidation, merger, reorganization of Gene
Logic in which the stockholders of Gene Logic immediately prior to such
transaction own less than 50% of Gene Logics voting power immediately after
such transaction, or any transaction or series of related transactions in which
in
2.

excess of 50% of Gene Logics voting power is transferred, or (iv) a
reverse merger in which Gene Logic is the surviving corporation but the shares
of common stock outstanding immediately preceding the merger are converted by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise. The Optionholder may not assign, pledge or otherwise
transfer this Agreement without the prior written consent of Gene Logic.

7.     Entire Agreement.This Agreement sets forth and constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof,
and supersedes any and all prior and contemporaneous agreements,
understandings, promises and representations (oral and written) made by any
party to another concerning the subject matter hereof and the terms applicable
hereto.

8.     Governing Law.The validity, interpretation, construction and
performance of this Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to principles of
conflicts of law.

9.     Construction; Headings.For purposes of this Agreement, whenever the
context requires: the singular number shall include the plural, and vice versa;
the masculine gender shall include the feminine and neuter genders; the
feminine gender shall include the masculine and neuter genders; and the neuter
gender shall include masculine and feminine genders. The parties agree that
any rule of construction to the effect that ambiguities are to be resolved
against the drafting party shall not be applied in the construction or
interpretation of this Agreement. As used in this Agreement, the words
include and including, and variations thereof, shall not be deemed to be
terms of limitation, but rather shall be deemed to be followed by the words
without limitation. Except as otherwise indicated, all references in this
Agreement to Sections and subsection are intended to refer to Sections and
subsections of this Agreement. The headings in this Agreement are included only
for convenience, do not in any manner modify or limit any of the provisions of
this Agreement, and may not be used in the interpretation of this Agreement.

10.     Amendment and Termination.No amendment, modification, termination or
cancellation of this Agreement (except as otherwise provided herein) shall be
effective unless in writing signed by both parties hereto. The provisions of
this Agreement shall terminate in accordance with Section 1.

11.     Notices.All notices, requests and other communications hereunder
shall be in writing (including telecopy or similar electronic transmissions),
shall refer specifically to this Agreement and shall be personally delivered or
sent by telecopy or other electronic facsimile transmission (confirmation
receipt received), by certified mail, return receipt requested, postage prepaid
or by a reliable overnight courier service, in each case to the respective
address specified below (or such other address as may be specified in writing
to the other party hereto):
3.



| | If to Gene Logic:                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------
|
| | Gene Logic, Inc.
708 Quince Orchard Road
Gaithersburg, Maryland 20878
Attention: Chief Executive Officer
Fax: (301) 987-1701



| | with a copy to:
| | ---------------



| | Venable, Baetjer, Howard & Civiletti, LLP
1201 New York Avenue, NW, Suite 1000
Washington, DC 20005
Attention: Ariel Vannier, Esq.
Fax: (202) 962-8300
| | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | If to Optionholder:
| | -------------------



| | Neuralstem, Inc.
387 Technology Drive, 3rd Floor
College Park, Maryland 20742
Attention: Chief Executive Officer
Fax: (301) 405-7393
| | ------------------------------------------------------------------------------------------------------------------------------------



| | with a copy to:
| | ---------------



| | Cooley Godward llp
One Freedom Square
Reston Town Center
11951 Freedom Drive
Reston, Virginia 20190-5601
Attention: Christian Plaza, Esq.
Fax: (703) 456-8100
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------

Any notice or communication given in conformity with this Section 11 shall
be deemed to be effective when received by the addressee.

12.     Counterparts.This Agreement may be executed in counterparts, each of
which shall be an original and all of which shall constitute one and the same
instrument.

[Signature Page Follows]

4.



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The parties hereto have caused this Put Option Agreementto be executed
and delivered as of the date first set forth above.

|              |  |                             
|------------- |  | ----------------------------
|GENE LOGIC:   |  | Gene Logic, Inc.,           
|             
|             
|              |  | By:/s/ Philip L. Rohrer, Jr.
|              |  | Philip L. Rohrer, Jr.       
|              |  | Chief Financial Officer     
|             
|             
|             
|OPTIONHOLDER: |  | Neuralstem, Inc.            
|             
|             
|              |  | By:/s/ I. Richard Garr      
|              |  | I. Richard Garr             
|              |  | Chief Executive Officer     











[Put Option Signature Page]