EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT
      dated as
      of December 7, 2007 (the “Agreement”),
      is by
      and between Neuro-Hitech, Inc., a Delaware corporation (the “Company”)
      and
      David Barrett (“Executive”).
      The
      Company and Executive will be referred to collectively as the “Parties”
and
      may
      each be referred to individually as a “Party”.

    


    WHEREAS,
      Executive
      has served as the Company’s Chief Financial Officer since April 3, 2006;


    


    WHEREAS,
      the
      Board of Directors of the Company (the “Board”)
      has
      determined that it is in the best interest of the Company and its shareholders
      to take steps to help ensure the continued services of Executive as Chief
      Financial Officer;

    


    NOW
      THEREFORE,
      in
      consideration of the mutual covenants and promises contained herein, the receipt
      and adequacy of which are acknowledged, the parties agree as
      follows:

    


    1. Continuation
      of Employment.
      Subject
      to the terms and conditions set forth below, the Company agrees to continue
      to
      employ Executive and Executive accepts such continued employment.

    


    2. Term.
      The
      term of this Agreement will be from December 1, 2007 through November 30, 2010,
      unless further extended or sooner terminated as hereinafter set forth (the
      “Term”).
      

    


    3. Position
      and Duties.
      Executive shall serve as Chief Financial Officer of the Company and will perform
      such duties as are commensurate with that position, and such other reasonably
      related duties consistent with such position that are assigned to Executive
      by
      the Company’s Chief Executive Officer. Subject to reasonable business travel
      requirements, Executive shall generally perform his duties from the Company’
general and administrative offices and shall not be required by the Company
      to
      be personally based or transferred anywhere other than the New York or
      Philadelphia metropolitan areas, without Executive’s prior written consent.
      Executive will perform his duties in a professional and competent manner.
      Executive shall devote all of his working time and attention and his reasonable
      best efforts and skills to the business and affairs of the Company, except
      (i)
      civic and charitable activities, which shall be fully disclosed to the Board
      prior to engaging in such activities and which, in the determination of the
      Chief Executive Officer, do not cause a conflict of interest or interfere with
      Executive’s performance of his duties under this Agreement; and (ii) as
      otherwise approved by the Board.

    


    
      
        4.
          Base
          Salary and Incentives.
          

      

    

    


    (a) Base
      Salary. During
      the Term, the Company will pay Executive a base salary at the rate of $250,000
      per annum, less customary withholdings and deductions (the “Base
      Salary”)
      payable in accordance with the payroll procedures for the Company’s salaried
      employees in effect during the Term. 

    


    
      
         

      

      
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    (b) Bonuses.
      In
      addition to the Base Salary, Executive shall be eligible to receive an annual
      cash bonus of up to 25% of Base Salary (the “Target
      Bonus”)
      in
      such amount as shall be determined by the Chief Executive Officer and approved
      by the Compensation Committee of the Board following Executive’s achievement of
      performance objectives determined by the Chief Executive Officer and approved
      by
      the Compensation Committee. The performance objectives shall be established
      by
      the Chief Executive Officer and Executive at the beginning of each fiscal year
      and the achievement of such goals reviewed at the beginning of the ensuing
      fiscal year. Payment of the bonus shall be made at such time as determined
      by
      the Compensation Committee; provided,
      however,
      that
      such bonus must be paid on or before January 31 immediately following the end
      of
      the fiscal year for which such bonus is payable.

    


    (c) Stock
      Options.
      To
      induce Executive to enter into this Agreement, the Company hereby grants to
      Executive stock options (the “Stock
      Options”)
      in the
      Company upon the terms and conditions set forth on Appendix
      1
      hereto
      and in
      accordance with the terms of the Company’s 2006 Incentive Stock Plan, as amended
      from time-to-time (the “Plan”).
      

    


    (d) Annual
      Incentive Award Opportunity.
      Executive shall be eligible to receive additional grants of Stock Options to
      purchase up to 17,000 shares of Common Stock on each anniversary of the
      commencement of the Term. Actual awards will be based on the achievement of
      specified performance objectives, as determined by the Chief
      Executive Officer and approved by the Compensation Committee.
      

    


    5. Benefits.
      During
      the Term, Executive will be eligible for the following benefits in connection
      with his employment (collectively, the “Benefits”):
      

     

    (a) Retirement
      Benefits.
      Executive
      will be eligible to participate in the Company’s 401(k) Plan in accordance with
      the terms of that plan, as they may be amended from time-to-time by the Company.
      

    


    (b)
       Other
      Fringe Benefits.
      In
      addition to any other benefits specifically set forth herein, Executive shall
      be
      eligible to participate in all employee benefit plans and programs offered
      by
      the Company to its senior executives generally, in accordance with the terms
      of
      those plans and programs (collectively, the “Fringe
      Benefits”),
      as
      the Fringe Benefits may be amended or terminated from time-to-time by the
      Company. 

    


    (c) Business
      and Travel Expenses.
      Executive shall be entitled to reimbursement of all reasonable and necessary
      business-related expenses he incurs in performing his duties, in accordance
      with
      and to the extent permitted by the Company’s policies in effect from time to
      time.

    


    (d) Indemnification.
      Executive shall be entitled to such indemnification rights as are set forth
      in
      the Indemnification Agreement, a copy of which is attached hereto and
      incorporated by reference as Appendix 2. 

    


    
      
         

      

      
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    6. Termination
      of Employment and Effect of Termination.

    


    (a) By
      Company for Death.
      Executive’s employment hereunder shall terminate upon his death, in which event
      the Company shall have no further obligation to Executive or his estate other
      than the payment of accrued and/or vested but unpaid Base Salary, accrued and/or
      vested but unpaid bonuses, vacation pay and other Benefits as of the termination
      date, unless otherwise required by law, the Plan or employee benefit plan
      documents. Notwithstanding anything to the contrary herein or in the Plan,
      as
      may be amended from time to time, the Options shall be transferred after
      Executive’s death to the persons entitled thereto under his will or the laws of
      descent and distribution and the legal representative of the estate or the
      legatee of the Executive under the will of the Executive may exercise the
      Options, to the extent exercisable at Executive’s death, for a period of one (1)
      year after the date of such death or until the expiration of the stated term
      of
      such Options, whichever period is shorter. 

    


    (b) By
      Company for Disability.
      If
      Executive incurs a Disability and such Disability continues for a period of
      six
      (6) consecutive months, then the Company may, to the extent permitted by
      applicable law, terminate Executive’s employment upon written notice to
      Executive, in which event the Company shall have no further obligation to
      Executive other than the payment of accrued and/or vested but unpaid Base
      Salary, accrued and/or vested but unpaid bonuses, vacation pay and other
      Benefits as of the termination date, unless otherwise required by law, the
      Plan
      or employee benefit plan documents. For the purposes of this Agreement, a
“Disability” means a physical or mental impairment that substantially limits a
      major life activity and that precludes Executive from performing all of the
      essential functions of his position, with or without reasonable accommodation,
      as such applicable terms are defined by the federal Americans with Disabilities
      Act, as it may be amended from time-to-time. 

    


    (c) By
      Executive for Good Reason.
      Executive may terminate his employment hereunder for Good Reason after giving
      at
      least 30 days’ notice to the Company. The date of such termination must be no
      more than 90 days from the date of the occurrence giving rise to the Good
      Reason. For purposes of this Agreement, Good Reason means that, without
      Executive’s prior written consent: (i) the Company relocates its general and
      administrative offices or Executive’s place of employment to an area other than
      the New York or Philadelphia Standard Metropolitan Statistical Area; (ii)
      Executive is assigned duties substantially inconsistent with his
      responsibilities as described in Section 3 of this Agreement or a substantial
      adverse alteration is made to the nature or status of such responsibilities;
      (iii) Executive’s title is diminished; (iv) the Company reduces Executive’s Base
      Salary as in effect on the date hereof; or (v) any material reduction in
      Benefits provided to Executive pursuant to Sections 4 and 5 of this Agreement,
      other than in connection with a reduction in benefits generally applicable
      to
      senior executives of the Company. In the event that Executive elects to
      terminate this Agreement for Good Reason, Executive shall be entitled to: (aa)
      payment of accrued and/or vested but unpaid Base Salary, accrued and/or vested
      but unpaid bonuses, vacation pay and other Benefits as of the termination date,
      unless otherwise required by law, the Plan or employee benefit plan documents;
      (bb) payment of six months of Base Salary at the rate in effect as of the date
      of termination in installments in accordance with the Company’s payroll
      practices in effect at the time; (cc) continuation of Fringe Benefits for six
      months after the date of termination; and (dd) all of the Executive’s
      Outstanding Options shall become immediately vested and exercisable in full.
      In
      the event the Company’s Fringe Benefit plans do not permit continued
      participation by Executive after his termination, then Executive will instead
      be
      entitled to a lump sum payment from the Company of the expected cost to
      Executive to purchase and continue all such Fringe Benefit programs, as an
      individual or family policyholder, grossed up for all local, state and Federal
      taxes at the maximum tax rates. Executive’s entitlement to the Base Salary
      described in (bb) and the Fringe Benefits described in (cc) is conditional
      on
      his execution of a Severance Agreement and General Release in substantially
      the
      same form attached hereto as Appendix 3. The Company agrees to provide to
      Executive within ten (10) days of termination the Severance Agreement and
      General Release for execution.

    


    
      
         

      

      
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      (d) By
      Executive without Good Reason.
      Executive may terminate this Agreement without Good Reason upon ninety (90)
      days’ prior written notice to the Company. In the event Executive’s employment
      is terminated pursuant to this Section 6(d), the Company may in its discretion
      relieve Executive of his duties and provide him with Base Salary and Benefits
      through the date of termination. In the event Executive terminates his
      employment without Good Reason, Executive shall be entitled to payment of
      accrued and/or vested but unpaid Base Salary, vacation pay and other Benefits
      as
      of the termination date, unless otherwise required by law or employee benefit
      plan documents. 

    


    (e) By
      Company for Cause.
      The
      Board may terminate this Agreement for Cause upon written notice to Executive.
      “Cause” shall be defined as: (i) the commission of a felony or a crime involving
      moral turpitude or the commission of any other act or omission involving
      dishonesty or fraud with respect to the Company or any of its affiliates or
      any
      of their customers or suppliers; (ii) substantial failure on the part of
      Executive in his performance of the duties of the office held by him as
      reasonably directed by the Chief Executive Officer or the Board (other than
      any
      such failure resulting from Executive’s incapacity due to physical or mental
      illness), after notice to Executive and a reasonable opportunity to cure; (iii)
      gross negligence or willful misconduct by Executive with respect to the Company
      or any of its affiliates (including, without limitation, disparagement that
      adversely affects the reputation of the Company or any of its affiliates);
      or
      (iv) any material breach by Executive of Sections 3, 7 or 8 of this Agreement.
      For purposes of this Agreement, an act, or failure to act, on the Executive’s
      part shall be considered “gross negligence” or “willful misconduct” only if
      done, or omitted, by him not in good faith and without reasonable belief that
      his action or omission was in the best interest of the Company and its
      affiliates. The Executive’s employment shall not be deemed to have been
      terminated for “Cause” unless the Company shall have given or delivered to the
      Executive (A) reasonable notice setting forth the reasons for the Company’s
      intention to terminate the Executive’s employment for “Cause”; (B) a reasonable
      opportunity, at any time during the 30 day period after the Executive’s receipt
      of such notice, for the Executive, together with his counsel, to be heard before
      the Board; and (C) a notice of termination stating that, in the good faith
      opinion of not less than a majority of the entire membership of the Board,
      the
      Executive was guilty of the conduct set forth in clauses (i), (ii), (iii) or
      (iv) of the first sentence of this Section 6(e).

    


    In
      the
      event Executive is terminated for Cause, the Company’ only obligation to
      Executive will be the payment of accrued and/or vested but unpaid Base Salary,
      vacation pay and other Benefits as of the termination date, unless otherwise
      required by law or employee benefit plan documents.

    


    
      
         

      

      
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    (f) By
      the Company for Other than Cause.
      The
      Board may terminate this Agreement for reasons other than Cause after giving
      at
      least ninety (90) days’ prior written notice of such termination to Executive.
      In the event the Company terminates Executive pursuant to this Section 6(f),
      Executive shall be entitled to: (aa) payment of accrued and/or vested but unpaid
      Base Salary, vacation pay and other Benefits as of the termination date, unless
      otherwise required by law or plan documents; (bb) payment of six
      months of
      Base
      Salary at the rate in effect as of the date of termination in installments
      in
      accordance with the Company’s payroll practices in effect at the time; (cc)
      continuation of Fringe Benefits for six months after
      the
      date of termination; and (dd) all of the Executive’s Outstanding Options shall
      become immediately vested and exercisable in full. In the event the Company’s
      Fringe Benefit plans do not permit continued participation by Executive after
      his termination, then Executive will instead be entitled to a lump sum payment
      from the Company of the expected cost to Executive to purchase and continue
      all
      such Fringe Benefit programs, as an individual or family policyholder, grossed
      up for all local, state and Federal taxes at the maximum tax rates. Executive’s
      entitlement to the Base Salary described in (bb) and the Fringe Benefits
      described in (cc) is conditional on his execution of a Severance Agreement
      and
      General Release in substantially the same form attached hereto as Appendix.
      The
      Company agrees to provide to Executive within ten (10) days of termination
      the
      Severance Agreement and General Release for execution.

    


    (g) Termination
      Following a Change in Control.
      If the
      Executive’s employment is terminated by the Company during the Protection Period
      (as defined below) other than for Cause, Disability or as a result of the
      Executive’s death, or if the Executive terminates his employment during the
      Protection Period for Good Reason, the Company shall, subject to Section 7
      of
      this Agreement, provide Executive with the following within ten (10) days of
      the
      effective date of the Severance Agreement and General Release described below
      (the “Effective
      Date”)
      unless
      otherwise indicated below:

     

    (i) the
      Executive’s Base Salary and vacation pay (for vacation not taken) accrued but
      unpaid through the date of termination of employment; 

    


    (ii) a
      lump
      sum severance payment in an amount equal to twelve months Base Salary at the
      rate in effect as of the date of termination; 

    


    (iii) the
      Company shall provide continuation of Fringe Benefits for twelve months after
      the date of termination. In the event the Company’s Fringe Benefit plans do not
      permit continued participation by Executive after his termination, then
      Executive will instead be entitled to a lump sum payment from the Company of
      the
      expected cost to Executive to purchase and continue all such Fringe Benefit
      programs, as an individual or family policyholder, grossed up for all local,
      state and Federal taxes at the maximum tax rate; and

    


    (iv) all
      of
      the Executive’s Outstanding Options shall become immediately vested and
      exercisable in full. 

    


    
      
         

      

      
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    Executive’s
      entitlement to the foregoing benefits described in (g) is conditional on his
      execution of a Severance Agreement and General Release in substantially the
      same
      form as is attached hereto as Appendix 3. The Company agrees to provide to
      Executive within ten (10) days of termination the Severance Agreement and
      General Release for execution.

    


    For
      the
      purposes of this Section 6(g) and Section 6(h) of this Agreement, the following
      terms are defined below:

     

    “Change
      in Control”
shall
      mean a change in control of a nature that would be required to be reported
      in
      response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
      Securities and Exchange Act of 1934, as amended (the “Exchange
      Act”),
      whether or not the Company is then subject to such reporting requirements;
      provided that, without limitation, a Change in Control shall be deemed to have
      occurred if (i) any person (as such term is used in section 13(d) and 14(d)
      of
      the Exchange Act) is or becomes beneficial owner (as defined in Rule 13d-3
      under
      the Exchange Act), directly or indirectly, of securities of the Company
      representing 25 percent or more of the combined voting power of the Company’s
      then outstanding securities; or (ii) during any period of two consecutive
      years, the following persons (the “Continuing
      Directors”)
      cease
      for any reason to constitute a majority of the Board: individuals who at the
      beginning of such period constitute the Board and new directors each of whose
      election to the Board or nomination for election to the Board by the Company’s
      security holders was approved by a vote of at least two thirds of the directors
      then still in office who either were directors at the beginning of the period
      or
      whose election or nomination for election was previously so approved; or (iii)
      the securityholders of the Company approve a merger or consolidation of the
      Company with any other corporation, other than a merger or consolidation that
      would result in the voting securities of the Company outstanding immediately
      before the merger or consolidation continuing to represent (either by remaining
      outstanding or by being converted into voting securities of such surviving
      entity) a majority of the voting securities of the Company or of such surviving
      entity outstanding immediately after such merger or consolidation; or (iv)
      the
      security holders of the Company approve a plan of complete liquidation of the
      Company or an agreement for the sale or disposition by the Company of all or
      substantially all of its assets.

    


    The
      “Change
      in Control Date”
shall
      be any date during the term of this Agreement on which a Change in Control
      occurs. Notwithstanding any contrary provision in this Agreement, if the
      Executive’s employment or status as an elected or appointed officer with the
      Company is terminated by the Company within six months before the date on which
      a Change in Control occurs, and it is reasonably demonstrated that such
      termination (i) was at the request of a third party who has taken steps
      reasonably calculated or intended to effect a Change in Control or
      (ii) otherwise arose in connection with or anticipation of a Change in
      Control, then for the purposes of this Agreement the “Change in Control Date”
shall mean the date immediately before the date of such
      termination.

    


    “Good
      Reason”
      means:

     

    (i) the
      assignment to the Executive within the Protection Period of any duties
      inconsistent in any respect with the Executive’s position (including status,
      offices, titles and reporting requirements, authority, duties, or
      responsibilities) or any other action that results in a diminution in such
      position, authority, duties, or responsibilities excluding for this purpose
      an
      isolated, insubstantial, and inadvertent action that is not taken in bad faith
      and is remedied by the Company promptly after receipt of notice given by the
      Executive; 

    


    
      
         

      

      
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    (ii) a
      reduction by the Company in the Executive’s Base Salary in effect immediately
      before the beginning of the Protection Period or as increased from time to
      time
      after the beginning of the Protection Period; 

    


    (iii) a
      failure
      by the Company to maintain plans providing Benefits at least as beneficial
      as
      those provided by any benefit or compensation plan (including, without
      limitation, any incentive compensation plan, bonus plan, or program, retirement,
      pension or savings plan, life insurance plan, health and dental plan, or
      disability plan) in which the Executive is participating immediately before
      the
      beginning of the Protection Period or any action taken by the Company that
      would
      adversely affect the Executive’s participation in, or reduce the Executive’s
      opportunity to benefit under, any of such plans or deprive the Executive of
      any
      material fringe benefit enjoyed by him immediately before the beginning of
      the
      Protection Period; provided,
      however,
      that a
      reduction in benefits under the Company’ tax qualified retirement, pension, or
      savings plans or its life insurance plan, health and dental plan, disability
      plans, or other insurance plans, which reduction applies generally to
      participants in the plans and has a de minimis effect on the Executive shall
      not
      constitute “Good Reason” for termination by the Executive; 

    


    (iv) the
      Company requiring the Executive, without the Executive’s written consent, to be
      based at any office or location in excess of 25 miles from his office location
      immediately before the beginning of the Protection Period, except for travel
      reasonably required in the performance of the Executive’s responsibilities;


    


    (v) any
      purported termination by the Company of the Executive’s employment for Cause
      otherwise than as provided in Section 6(e) of this Agreement; or

    


    (vi) any
      failure by the Company to obtain the assumption of the obligations contained
      in
      this Agreement by any successor as contemplated in Section 9(c) of this
      Agreement. 

    


    “Protection
      Period”
means
      the period beginning on the Change in Control Date and ending on the last day
      of
      the 24th calendar month following the Change in Control Date.

    


    
      
         

      

      
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    (h)  Adjustment
      in Benefits.
      In the
      event that Executive becomes entitled to the payments and benefits described
      in
      this Section 6 (together with any other benefits to which Executive is entitled
      hereunder following a termination entitling Executive to the payments and
      benefits of this Section 6, the “Severance
      Benefits”),
      if
      (x) the Severance Benefits equal or exceed 110% of three times Executive’s “base
      amount” determined for purposes of Section 280G of the Code, the Company shall
      pay to Executive an additional amount (the “Gross-Up
      Payment”)
      equal
      to the sum of any excise tax imposed under Section 280G of the Code
      (“Excise
      Tax”)
      on
      Executive by reason of receiving the Severance Benefits plus the amount
      necessary to place Executive in the same after-tax position (taking into account
      any and all applicable federal, state and local excise, income and other taxes
      on the Gross-Up Payment) as if no Excise Tax had been imposed on the Severance
      Benefits and no Gross-Up Payment had been made to Executive, and if (y) the
      Severance Benefits are less than 110% of three times Executive’s “base amount”
determined for purposes of Section 280G of the Code, the Severance Benefits
      shall be limited to no more than 2.99 times Executive’s “base amount” determined
      for purposes of Section 280G of the Code. For purposes of determining whether
      any of the Severance Benefits will be subject to the Excise Tax and the amount
      of such Excise Tax, (i) any other payments or benefits received or to be
      received by Executive in connection with a Change in Control or Executive’s
      termination of employment (whether pursuant to the terms of this Agreement
      or
      any other plan, arrangement or agreement with the Company, any person whose
      actions result in a change in control or any person affiliated with the Company
      or such person) shall be treated as “parachute payments” within the meaning of
      Section 280G(b)(2) of the Code, and all “excess parachute payments” within the
      meaning of Section 280G(b)(1) of the Code shall be treated as subject to the
      Excise Tax, unless in the opinion of tax counsel selected by the Company’
independent auditors and reasonably acceptable to Executive such other payments
      or benefits (in whole or in part) do not constitute parachute payments,
      including without limitation by reason of Section 280G(b)(4)(A) of the Code,
      or
      such excess parachute payments (in whole or in part) represent reasonable
      compensation for services actually rendered, within the meaning of Section
      280G(b)(4)(B) of the Code in excess of the Base Amount as defined in Section
      280G(b)(3) of the Code allocable to such reasonable compensation, or are
      otherwise not subject to the Excise Tax, (ii) the amount of the Severance
      Benefits that shall be treated as subject to the Excise Tax shall be equal
      to
      the lesser of (a) the total amount of the Severance Benefits or (b) the amount
      of excess parachute payments within the meaning of Section 280G(b)(1) of the
      Code (after applying clause (i) above), and (iii) the value of all non-cash
      benefits or any deferred payment or benefit shall be determined by the Company’
independent auditors in accordance with the principles of Section 280G(d)(3)
      and
      (4) of the Code. For purposes of determining the amount of the Gross-Up Payment,
      Executive shall be deemed to pay federal income taxes at the highest marginal
      rate of federal income taxation in the calendar year in which the Gross-Up
      Payment is to be made and state and local income taxes at the highest marginal
      rate of taxation in the state and locality of his residence on the date of
      termination, net of the maximum reduction in federal income taxes which could
      be
      obtained from deduction of such state and local taxes. In the event that the
      Excise Tax is subsequently determined to be less than the amount taken into
      account hereunder in the computation of the Gross-Up Payment, Executive shall
      repay to the Company (without interest), at the time that the amount of such
      reduction in Excise Tax is finally determined, the portion of the Gross-Up
      Payment attributable to such reduction (plus that portion of the Gross-Up
      Payment attributable the Excise tax and federal, state and local income and
      employment tax imposed on the portion of the Gross-Up Payment being repaid
      by
      Executive to the extent that such repayment results in a reduction in the Excise
      Tax and/or in a federal, state or local income or employment tax deduction).
      In
      the event that the Excise Tax is determined to exceed the amount taken into
      account hereunder at the time of the computation of the Gross-Up Payment
      (including by reason of any payment the existence or amount of which cannot
      be
      determined at the time of the Gross-Up payment), the Company shall make an
      additional Gross-Up Payment in respect of such excess (plus any interest,
      penalties or additions payable by Executive with respect to such excess) at
      the
      time that the amount of such excess is finally determined. Executive and the
      Company shall each reasonably cooperate with the other in connection with any
      administrative or judicial proceedings concerning the existence or amount of
      liability for Excise Tax with respect to the Severance Benefits.

    


    
      
         

      

      
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    (i) Notice
      of Termination.
      Termination of this Agreement by the Company or termination of this Agreement
      by
      Executive shall be communicated by written notice to the other Party hereto,
      specifically indicating the termination provision relied upon.

    


    (j) Property.
      Upon
      the termination of Executive’s employment under this Agreement, for any reason,
      or at any time upon request from the Company, Executive shall return all
      property of the Company, and all copies, excerpts or summaries of such property
      in whatever form, that are in his possession, custody or control.

    


    7. Noncompetition
      and Nonsolicitation.
      Executive acknowledges that in the course of his employment with the Company
      he
      has and will become familiar with the Company’s and its affiliates’ trade
      secrets and with other confidential information concerning The Company and
      its
      affiliates and that his services will be of special, unique and extraordinary
      value to the Company and its affiliates. Therefore, Executive agrees
      that:

    


    (a) Noncompetition.
      During
      the Term and (i) in the case of termination by the Company without Cause or
      resignation by Executive for Good Reason, for a period of two years thereafter,
      or (ii) in the case of termination or resignation for any other reason, for
      a
      period of one year thereafter (as applicable, the “Noncompete
      Period”),
      Executive shall not, directly or indirectly, either alone or in association
      with
      others, own, manage, operate, sell, control or participate in the ownership,
      management, operation, sales or control of, be involved with the development
      efforts of, serve as a technical advisor to, license intellectual property
      to,
      provide services to or in any manner engage in any business that is engaged
      in
      the development of Huperzine A or any of the other compounds the Company is
      developing on the termination date; provided,
      however, that Executive may own as a passive investor up to 5.0% of any class
      of
      an issuer’s publicly traded securities.

     

    (b) Nonsolicitation.
      During
      the Noncompete Period, Executive shall not, directly or indirectly, alone or
      in
      association with others, (i) induce or attempt to induce any employee of
      the Company or any of its affiliates to leave the employ of the Company or
      such
      affiliate, or in any way interfere with the relationship between the Company
      and
      any of its affiliates and any employee thereof; (ii) hire any person who
      was an employee of the Company or any of its affiliates within one year prior
      to
      the time such employee was hired by Executive; (iii) induce or attempt to
      induce any customer, supplier, licensee or other business relation of the
      Company or any of its affiliates to cease doing business with the Company or
      such affiliate or in any way interfere with the relationship between any such
      customer, supplier, licensee or business relation and the Company or any of
      its
      affiliates; or (iv) acquire or attempt to acquire an interest in any
      business which relates to any business of the Company or any of its affiliates
      and with which the Company and any of its affiliates has entered into
      substantive negotiations or has requested and received confidential information
      relating to the acquisition of such business by the Company or any of its
      affiliates in the two-year period immediately preceding the termination of
      employment.

    


    (c) Enforcement.
      If, at
      the time of enforcement of this Section 7, a court holds that the restrictions
      stated herein are unreasonable under circumstances then existing, the parties
      hereto agree that the maximum duration, scope or geographical area reasonable
      under such circumstances shall be substituted for the stated period, scope
      or
      area and that the court shall be allowed to revise the restrictions contained
      herein to cover the maximum duration, scope and area permitted by law.


    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    (d) Additional
      Acknowledgments.
      Executive acknowledges that the provisions of this Section 7 are
      in
      consideration of employment with the Company and the additional good and
      valuable consideration as set forth in this Agreement. Executive acknowledges
      that he has carefully read this Agreement and has given careful consideration
      to
      the restraints imposed upon Executive by this Agreement, and is in full accord
      as to their necessity for the reasonable and proper protection of confidential
      and proprietary information of the Company and its affiliates now existing
      or to
      be developed in the future. Executive expressly acknowledges and agrees that
      each and every restraint imposed by this Agreement was discussed in good faith
      between the parties hereto and is reasonable with respect to subject matter,
      time period and geographical area. During the Term and the Noncompete Period,
      Executive agrees to provide the Company (upon the Company’s reasonable request)
      with such information as may be necessary to demonstrate Executive’s compliance
      with the terms and provisions of this Agreement. 

    


    8. Confidential
      Information. 

    


    (a) Obligation
      to Maintain Confidentiality.
      Executive acknowledges that the information, observations and data obtained
      by
      him during the course of his performance under this Agreement concerning the
      business and affairs of the Company and its affiliates are the property of
      the
      Company or such affiliates, including information concerning acquisition
      opportunities in or reasonably related to the Company’s or any of its
      affiliates’ business or industry of which Executive becomes aware during the
      Term. Therefore, Executive agrees that he will not disclose to any unauthorized
      person or use for his own account any of such information, observations or
      data
      without the prior written consent of the Chief Executive Officer, unless, and
      then only to the extent that, the aforementioned matters become generally known
      to and available for use by the public other than as a result of Executive’s
      acts or omissions to act. Executive agrees to deliver to the Company upon
      termination of employment, or at any other time the Company may request in
      writing, any
      and
      all property belonging to the Company and its affiliates in his possession
      or
      under his control including, but not limited to, any memoranda,
      notes, plans, records, reports, documents, discs and other data storage media
      (and any copies thereof).

    


    (b) Ownership
      of Property.
      Executive expressly understands and agrees that any and all right, title or
      interest he has or obtains in any documentation, trade secrets, technical
      specifications, data, know-how, inventions, concepts, ideas, techniques,
      innovations, discoveries, improvements, developments, methods, processes,
      programs, designs, analyses, drawings, reports, memoranda, marketing plans,
      and
      all similar or related information (whether or not patentable) conceived,
      devised, developed, contributed to, made, reduced to practice or otherwise
      had
      or obtained by Executive (either solely or jointly with others) during the
      Term
      that relate to the Company’s or any of its affiliates’ actual or anticipated
      business, research and development, or existing or future products or services,
      or that arise out of Executive’s employment with the Company or any of its
      affiliates (including any of the foregoing that constitutes any proprietary
      information or records) (“Work
      Product”)
      belong
      to the Company or the respective affiliate, and Executive hereby assigns, and
      agrees to assign, all of the above Work Product to the Company or to such
      affiliate. Any copyrightable work prepared in whole or in part by Executive
      in
      the course of his work for any of the foregoing entities shall be deemed a
“work
      made for hire” under the copyright laws, and the Company or such affiliate shall
      own all rights therein. To the extent that any such copyrightable work is not
      a
“work made for hire,” Executive hereby assigns, and agrees to assign, to the
      Company or the respective affiliate all of his right, title and interest in
      and
      to such copyrightable work. Executive shall promptly disclose such Work Product
      and copyrightable work to the Chief Executive Officer and perform all actions
      reasonably requested by the Chief Executive Officer (whether during or after
      the
      Employment Period) to establish and confirm the Company’s or the respective
      affiliate’s ownership therein (including executing and delivering any
      assignments, consents, powers of attorney and other instruments).

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    (c) Third
      Party Information.
      Executive understands that the Company and its affiliates will receive from
      third parties confidential or proprietary information (“Third
      Party Information”)
      subject to a duty on the Company’s and such affiliates’ part to maintain the
      confidentiality of such information and to use it only for certain limited
      purposes. During the Term and thereafter, and without in any way limiting the
      provisions of Section 8(a) above, Executive will hold Third Party Information
      in
      the strictest confidence and will not disclose to anyone (other than personnel
      of the Company or its affiliates who need to know such information in connection
      with their work for the Company or such affiliates) or use, except in connection
      with his work for the Company or such affiliates, Third Party Information
      without the prior written consent of the Chief Executive Officer.

    


    (d) Use
      of
      Information of Prior Employers.
      During
      the Term, Executive will not improperly use or disclose any confidential
      information or trade secrets, if any, of any former employers or any other
      person to whom Executive has an obligation of confidentiality, and will not
      bring onto the premises of the Company or any of its affiliates any unpublished
      documents or any property belonging to any former employer or any other person
      to whom Executive has an obligation of confidentiality unless consented to
      in
      writing by the former employer or person. Executive will use in the performance
      of his duties only information which is (i)(x) common knowledge in the industry
      or (y) is otherwise legally in the public domain; (ii) is otherwise provided
      or
      developed by the Company or its affiliates; or (iii) in the case of
      materials, property or information belonging to any former employer or other
      person to whom Executive has an obligation of confidentiality, approved for
      such
      use in writing by such former employer or person.

    


    9. Arbitration.
      All
      disputes concerning the application, interpretation or enforcement of this
      Agreement or otherwise arising out of the relationship between Executive, and
      the Company, except for those arising under Section 7 or 8 of this Agreement,
      shall be resolved exclusively by final and binding arbitration before a single
      arbitrator in accordance with the Employment Rules of the American Arbitration
      Association then in effect. The arbitration shall be held in New York, New
      York,
      and the arbitrator shall have the authority to permit the parties to engage
      in
      reasonable pre-hearing discovery. In any litigation or arbitration to enforce
      this Agreement, the prevailing party will be awarded reasonable attorneys’ fees
      and costs. Each Party knowingly and voluntarily waives its right to a trial
      by
      jury with respect to disputes that are covered by this Section 9.

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    10. Notices.
      Any
      notice provided for or required by this Agreement must be in writing and must
      be
      either personally delivered, mailed by first class mail (postage prepaid and
      return receipt requested) or sent by reputable overnight courier service
      (charges prepaid) to the recipient at the addresses indicated below or to such
      other address as a Party may designate in writing to the other
      Party:

    


    If
      to the
      Company:

     

    Neuro-Hitech,
      Inc.

    One
      Penn
      Plaza, Suite 1503

    New
      York,
      NY 10019

    Attention:
      Mr. Gary Shearman

    


    With
      a
      copy to:

    


    Arent
      Fox
      LLP

    1050
      Connecticut Avenue, N.W.

    Washington,
      D.C. 20036

    Attention:
      Jeffrey E. Jordan, Esquire

    


    If
      to
      Executive:

     

    To
      his
      last known home address on file with the Company

    


    11. No
      Waiver.
      The
      failure of either Party at any time to enforce any provision of this Agreement
      or to exercise any remedy, option, right, power or privilege provided for
      herein, or to require the performance by the other party of any of the
      provisions hereof, shall in no way be deemed a waiver of such provision at
      the
      same or at any prior or subsequent time.

    


    12. Governing
      Law.
      This
      Agreement is governed by and shall be construed in accordance with the laws
      of
      the State of New York, without reference to the principles of conflict of laws
      therein. Executive agrees to submit to personal jurisdiction and venue in the
      State of New York.

    


    13. Validity.
      The
      invalidity or unenforceability of any provision or provisions of this Agreement
      shall not be deemed to affect the validity or enforceability of any other
      provision of this Agreement, which shall remain in full force and effect. The
      court or arbitrator will modify any invalid or unenforceable provision to make
      it valid and enforceable to the maximum extent permitted by law.

    


    14. Successors.
      This
      Agreement shall be binding upon the Company, its successors and assigns,
      including any corporation or other business entity which may acquire all or
      substantially all of the Company’ assets or business, or within which the
      Company may be consolidated or merged, or any surviving corporation in a merger
      involving the Company.

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    15. Waiver
      or Modification of Agreement.
      No
      waiver or modification of this Agreement shall be valid unless in writing and
      duly executed by both Parties.

    


    16. Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which and
      together will constitute one and the same instrument.

    


    17. Entire
      Agreement.
      This
      Agreement represents the entire agreement, and supersedes all other agreements,
      discussions or understandings concerning the subject matter. 

    


    [Signature
      Page Next]

     

     

    
 

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties have duly executed this Agreement as of the date and year first above
      written.

    


    NEURO-HITECH,
      INC.

    


    


    


    By: _________________________________

    Name:___________________________ 

    Its:_________________________________ 

    


    


    


    EXECUTIVE

    


    


    _________________________________

    David
      Barrett

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    APPENDIX
      1

     

    Terms
      of Stock Options

     

    
      	 	
              ·

            	
              Executive
                will be issued a Stock Option Agreement pursuant to which Executive
                will
                receive Stock Options as of December 7, 2007, which Stock Option
                Agreement
                will be consistent with the terms and conditions set forth in this
                Appendix 1. The aggregate number of shares of common stock for which
                the
                Stock Options are granted hereunder is 25,000.


            


    

    


    
      	 	
              ·

            	
              The
                exercise price of the shares of common stock of the Company covered
                by the
                Stock Option Agreement, subject to adjustment as described immediately
                below, shall be the fair market value on December 6,
                2007.

            


    

    


    
      	 	
              ·

            	
              In
                the event that the outstanding shares of stock subject to a Stock
                Option
                Agreement are, from time to time, changed into or exchanged for a
                different number or kind of shares of the Company or other securities
                of
                the Company by reason of a merger, consolidation, recapitalization
                event,
                reclassification, stock split, stock dividend, combination of shares,
                or
                otherwise, the Company’s stock option plan administrator shall make an
                appropriate and equitable adjustment in the number and kind of shares
                or
                other consideration as to which the Executive’s Stock Option, or portions
                thereof then unexercised, shall be exercisable and the exercise price
                therefore.

            


    

    


    
      	 	
              ·

            	
              The
                Stock Options shall vest and become exercisable in equal one-third
                (33
                1/3%)
                increments on the first, second and third anniversaries of the first
                day
                of the Term. All of the Stock Options will accelerate and immediately
                become 100% vested in the event of: (i) any Change of Control (as
                defined in Section 9 of the Agreement) or (ii) termination of
                Executive’s employment by the Company without Cause or by the Executive
                for Good Reason.