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                                                             EXHIBIT (10)(c)(ii)

                   FIRST MODIFICATION TO EMPLOYMENT AGREEMENT


      This First Modification to Employment Agreement is dated July 29th, 1998
("Modification"). This Modification modifies and amends that certain Employment
Agreement ("Agreement") dated July 1, 1998 between NeuroCorp, Ltd.
(the "Company") and Pierre Le Bars (the "Employee").

      FOR ONE DOLLAR mutually exchanged and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
undersigned do hereby agree and covenant that:

      FIRST:   The use of the term  "permanent  employment"  shall be  deleted
and replaced throughout the Agreement with the term "full-time employment".

      SECOND:  Section 3 is hereby deleted and replaced with the following:

         "3. TERM. The term of this Agreement shall commence on
         July 1, 1998 and shall continue until JUNE 30, 2001. The
         Company and Employee may enter into successive one-year
         terms under a new employment agreement upon negotiation
         therefor."

      THIRD:   Section  4.b.  "BONUS"  is  hereby  amended  such that the term
"Executive  Committee" is hereby  deleted and replaced with the term "Board of
Directors".

      FOURTH:  Section  4.e.  is amended by adding  the  following:  "Employee
shall not be  eligible  for stock  incentives  or stock  options  if  Employee
beneficially owns 250,000 or more shares of capital stock of the Corporation."

      FIFTH:   Section  4.f.  "OTHER  CONSIDERATIONS"  is hereby  deleted  and
replaced with the following:

         "4.f. OTHER CONSIDERATIONS. VACATION TIME: No more than 15
         business days per year."

      SIXTH:   Subsection 5.e. is hereby deleted and replaced as follows:

         "5.e. CONCLUSION OF TERM. Upon the conclusion of the term
         of the Agreement, unless the Company and Employee agree in
         writing to continue the Employee's term of employment
         under the same terms of the Agreement or under different
         terms."

      SEVENTH: Subsection 5.f. is hereby added as follows:


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         "5.f. REQUIREMENT TO MEET PERFORMANCE OBJECTIVES. If after
         two (2) written warnings from either Employee's superior
         or from a majority of the board of directors, that
         Employee is not meeting the performance objectives
         required for Employee's position and role."

      EIGHTH:  Section 6 is hereby deleted and replaced with the following:

         "6. COMPENSATION AFTER OCCURRENCE OF INCAPACITY. After the
         Agreement has been terminated for 'Incapacity', the
         Company shall no longer be responsible for compensation to
         Employee; however, the Company shall have purchased a
         long-term disability insurance policy for Employee to
         provide minimum benefit payments equal to forty (40%)
         percent of the Employee's annual compensation. It shall be
         Employee's obligation to initiate and secure coverage for
         disability payments after the occurrence of an Incapacity.
         The Company shall have no further obligation to Employee
         but shall provide such information to the insurance
         company as is reasonably requested."

      NINTH: Section 7 "INDEMNIFICATION" is hereby deleted in its entirety.

      TENTH: Section 13 is deleted and replaced with the following:

         "The July 1, 1998 Agreement, as modified hereby, shall be
         the entire agreement between the Company and Employee with
         respect Employee's terms of employment. All prior
         agreements between the undersigned on such subject shall
         have merged into the Agreement, as modified. This
         Agreement may be modified, changed or amended only by a
         written agreement signed by both parties."

      ELEVENTH:   RECITAL no. 1, and Section 2 are hereby  amended by deleting
the phrase: "and all of its subsidiaries".

      TWELFTH:    Section 18 is hereby deleted and replaced with the following:

         "18. SUCCESSORS AND ASSIGNS. This Agreement shall inure to
         the benefit of and be binding upon the successors and
         assigns (including successive, as well as immediate,
         successors and assigns) of the Company. The obligations of
         this Agreement may not, however, be transferred by the
         Company without the consent of the Employee, and subject
         to the following sentence. If the Company transfers to any
         other Person substantially all of its business and assets
         by merger, consolidation, sale of assets or otherwise, the
         Company must transfer its obligations hereunder to such
         other Person and such other Person must accept such
         transfer and assume the obligations of the Company imposed
         hereby. Company shall notify Employee in writing within
         the thirty (30) day period following any transfer of
         business and assets that the transferee has accepted the
         transfer


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         and assumption of the Company's obligations under
         this Agreement. The rights and obligations of Employee
         under this agreement may not be assigned."

      Except as modified herein, the July 1, 1998 Employment Agreement and a
certain Confidential Disclosure Agreement are hereby confirmed and adopted as in
effect between the Company and Employee.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed to be effective on July 29, 1998.

                                          COMPANY:

WITNESS:                                  NEUROCORP, LTD.

_____________________________             by:
                                          --------------------------------

                                          Its:____________________________

                                          EMPLOYEE:

-----------------------------             --------------------------------
                                          Pierre LeBars