Financial Advisory Agreement



This Agreement is made and entered into on this 5 day of December 2000, by and

between Neurotech Development Corporation, a Delaware Corporation with offices

located at 45 Orchard Street, Manhasset, New York 11030 (the "Company"), and

Security Capital Trading, Inc., a Delaware Corporation with offices located at

111 Broadway, New York, New York 10006 (the "Consultant").



In consideration of and for the mutual promises and covenants contained here,

and for other good and valuable consideration, the receipt of which is hereby

acknowledged, the parties hereto hereby agree as follows:



1.   Purpose. The Company hereby retains the Consultant during the term

     specified in Section 2 below, to render consulting advice on a

     non-exclusive basis to the Company as an investment banker relating to

     financial and similar matters, upon the terms and conditions as set forth

     herein.



2.   Term. This Agreement shall be for a term of twenty-four months, commencing

     on the 5th day of December the ("Effective Date"), and terminating on the

     4th of December, 2002 (the "Termination Date"), unless extended by the

     initial agreement of the parties hereto.



3.   Duties of Consultant. During the term of this Agreement, the Consultant

     will provide the Company with such regular and customary advice as is

     reasonable by the Company, provided that, the Consultant shall not be

     required to undertake duties not reasonably within the scope of the

     consulting advisory service contemplated by this Agreement. In performance

     of these duties, the Consultant shall provide the Company with the benefits

     of their best judgment and efforts. It is understood and acknowledged by

     the parties that the value of the Consultant's advice is not measurable in

     any quantitative number, and that the Consultant shall be obligated to

     render advice, upon the request of the Company, in good faith, but shall

     not be obligated to spend specific amounts of time in doing so and shall

     provide such services at times convenient to Consultant. The Consultant's

     duties may include but, will not necessarily be limited to:



          A.   Providing exposure in connection with the dissemination of

               corporate information regarding the Company to the investment

               community at large under a systematic approach.



          B.   Rendering advice and assistance in connection with the

               preparation of annual and interim reports and press releases.



          C.   Arranging, on behalf of the Company and its representatives, at

               appropriate times, meetings with securities analysts of major

               regional investment banking firms.



          D.   Assisting in the Company's financial public relations, including

               discussions between the Company and the financial community.



          E.   Rendering advice with regard to internal operations, including:



                    1)   advice regarding the formation of corporate goals and

                         their implementation;



                    2)   advice regarding the financial structure of the Company

                         and its future divisions or subsidiaries, if any, or

                         any programs and projects of such entities;



                    3)   advice concerning the securing, when necessary and if

                         possible, of additional financing through equity sales,

                         banks, insurance companies and/or other institutions;



                    4)   advice regarding corporate organization and personnel.



          F.   Rendering advice with respect to any acquisition program of the

               Company.







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          G.   Rendering advice regarding a future public or private offering of

               securities of the Company or of any future subsidiary.



4. Relationship with others. The Company acknowledges that the Consultant and

its affiliates are in the business of providing financial services and

consulting advice (of all types contemplated by this Agreement) to others.

Nothing herein contained shall be construed to limit or restrict the Consultant

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