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                                                                   EXHIBIT 10.32

                              CONSULTING AGREEMENT

     This Agreement is made as of January 27, 2000, by and between Neurotech
Development Corporation, (the "Company"), a Delaware corporation with its
principal offices at 45 Orchard Street, Manhasset, New York 11030 and Wellington
Capital Corporation ("WCC"), a New York corporation, with its principal offices
at 1719 Alexis Road, Merrick, New York 11566.

                                   WITNESSETH

     WHEREAS, the Company requires expertise in the area of investment banking
to support its business and growth; and

     WHEREAS, WCC has substantial contacts among the members of the investment
community, investment banking expertise, and desires to act as a consultant to
provide investment banking and advisory services;

     NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and subject specifically to the conditions hereof, and
intending to be legally bound thereby, the parties agree as follows:

1. CERTAIN DEFINITIONS. When used in this Agreement, the following terms shall
   have the meanings set forth below:

    1.1.  "Affiliate" means any persons or entities controlled by a party.

    1.2.  "Business Day" means any day except Saturday, Sunday and day which is
          designated in the State of New York as a legal holiday or a day on
          which banking institutions are legally required or authorized to
          close.

    1.3.  "Contact Person" The person who shall be primarily responsible for
          carrying out the duties of the parties hereunder. The Company and WCC
          shall each appoint a Contact Person to be responsible for their
          respective duties. In the event that one party gives notice to the
          other party in writing that, in their reasonable opinion, the other
          party's Contact Person is not able to fulfill their duties and
          responsibilities hereunder, both parties shall mutually agree upon a
          replacement Contact Person within 10 days of the said notice.

    1.4.  "Securities" means the common stock, $.01 par value, of the Company.

2. SERVICES TO BE RENDERED BY WCC. WCC shall render the following services:

    2.1.  Financing Activities. Subject to the limitations set forth in Section
          2.7 hereof and elsewhere in this Agreement, WCC will use commercially
          reasonable efforts to introduce to the Company third parties, to
          obtain financing ("Financing") reasonably acceptable to the Company,
          for working capital and expansion.
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2.2.  Advice and Counsel. WCC will provide advice and counsel regarding the
      Company's strategic business and financial plans, strategy and
      negotiations with potential lenders/investors, merger/acquisition
      candidates, joint ventures, corporate partners and others involving
      financial and financially related transactions.

2.3.  Introductions to the Securities Brokerage Community. WCC shall use its
      contacts in the brokerage community to assist the Company in establishing
      relationships with securities dealers in North America and Europe and to
      provide the most recent corporate information to interested securities
      dealers on a regular and continuous basis.

2.4.  Market Intelligence. WCC will monitor and react to sensitive market
      information on a timely basis and provide advice, counsel and proprietary
      intelligence (including but not limited to information on price, volume
      and the identification of market-makers, buyers and sellers) to the
      Company in a timely fashion with respect to securities in which the
      Company has an interest. The Company understands that this information is
      available from other sources but acknowledges that WCC can provide it in a
      more timely fashion and with substantial value-added interpretation of
      such information. The foregoing notwithstanding, no information will be
      provided to the Company with respect to the activities of any other WCC
      customers or customer accounts without such customer's prior consent.

2.5   Company and/or Company Client Transaction Due Diligence. WCC will
      undertake due diligence on all proposed financial transactions affecting
      the Company, of which WCC is notified in writing in advance, including
      investigation and advice on the financial, valuation and stock price
      implications thereof.

2.6.  Additional Duties. The Company and WCC shall mutually agree upon any
      additional duties which WCC may provide.

2.7.  Devotion of Duties. WCC shall devote such time and effort to the affairs
      of the Company as is commercially reasonable and adequate to render the
      consulting services contemplated by this Agreement. WCC cannot guarantee
      results on behalf of the Company, but shall pursue all reasonable avenues
      available through its network of financial contacts. At such time as an
      interest is expressed by a third party in the Company's needs, WCC shall
      notify the Company and advise it as to the source of such interest and any
      terms and conditions of such interest. The acceptance and consummation of
      any transaction is subject to acceptance of the terms and conditions by
      the Company. It is understood that a portion of the compensation to be
      paid hereunder is being paid hereunder by the Company to have WCC remain
      available to assist it with transactions on an as-needed basis.

2.8.  Services Excluded. The parties may specifically exclude certain services
      from the operation of this Agreement by written addendum hereto and
      acknowledge and agree that the following items are not intended to be
      included among the services to be

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              provided by WCC:

       2.8.1. WCC agrees that neither it or any affiliate or fund with which it
              is associated is or shall be a market-maker, dealer or underwriter
              of any of the Company's securities (but may be a placement agent
              by other "Selling Agreement" from time to time) in the Company's
              securities;

       2.8.2. Any payments made herein to WCC are not, and shall not be
              construed as, compensation to WCC for the purposes of making a
              market, to cover WCC out-of-pocket expenses for making a market,
              or for the submission by WCC of an application to make a market in
              any of the Company's securities;

       2.8.3. No payment made herein to WCC are for the purpose of affecting
              the price of any security or influencing any market-making
              functions, including but not limited to bid/ask quotations,
              initiation and termination of quotations, retail securities
              activities, or for the submission of any application to make a
              market.

       2.8.4. It is understood and agreed that in performing any of the
              services contemplated by this Agreement, WCC shall not be taken to
              be rendering any legal opinions or any work that is in the
              ordinary purview of a Certified Public Accountant or of a licensed
              NASD broker/dealer.

     2.9. Nothing herein shall limit or prevent WCC from directly or indirectly
          owning an interest in, lend money or render financial or other
          assistance to or participate in or be connected with, as a stockholder
          or otherwise, any entity or company, including but not limited to,
          entities or companies that conduct activities similar to the Company.

3. TERM.  WCC agrees to provide the services described herein beginning on
          January 18, 2000 and continuing until January 18, 2001 (the "Term"),
          unless the Company terminates this Agreement prior to the expiration
          of the Term, which it may do at its sole discretion without cause (a
          "Terminating Event"); provided, however, that a Terminating Event will
          not relieve the Company of any of its obligations contemplated
          hereunder including, but not limited to, payment of the Issued Shares
          in accordance with this Agreement.

4. COMPENSATION TO WCC.

    4.1.  Fees. Except as provided hereunder, as full and complete compensation
          for the services to be provided by WCC to the Company, the Company
          agrees to issue such number of Securities and options to purchase
          Securities to WCC as set forth in Schedule A annexed hereto and made a
          part hereof (the "Issued Shares"). The Company shall register for
          resale for WCC the Issued Shares not registered as of the date hereof,
          pursuant to the Registration Rights Agreement between the parties
          hereto set forth as Exhibit A annexed hereto.

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    4.2.  Expenses. The Company shall be responsible for all fees and expenses
          pertaining to the issuance, listing or registration of the Issued
          Shares, including, but not limited to, SEC and "Blue Sky" registration
          fees, transfer agent fees, escrow fees, NASD registration or exchange
          listing fees, all as further set forth in the Registration Rights
          Agreement.

    4.3.  Additional Fees. In addition to the Compensation, the Company shall
          pay WCC a negotiated sum with respect to each successful Financing
          contemplated hereunder.

5. WCC'S REPRESENTATIONS AND WARRANTIES.

  WCC represents and warrants that:

    5.1.  WCC Experience. WCC has the experience and expertise to evaluate an
          investment in the Securities.

    5.2.  Investment Purpose. It is acquiring the Issued Shares for its own
          account for investment only and not with a view towards, or for resale
          in connection with, the public sale or distribution thereof, except
          pursuant to sales registered or exempted under the Securities Act of
          1933, as amended (the "1933 Act"); provided, however, that by making
          the representations herein, WCC does not agree to hold any of the
          Issued Shares for any minimum or other specific term and reserves the
          right to dispose of the Issued Shares at any time in accordance with
          or pursuant to a registration statement or an exemption under the 1933
          Act.

    5.3.  Reliance on Exemptions. WCC understands that the Issued Shares are
          being offered and sold to it in reliance on specific exemptions from
          the registration requirements of United States federal and state
          securities laws and that the Company is relying upon the truth and
          accuracy of, and WCC's compliance with, the representations,
          warranties, agreements, acknowledgments and understandings of WCC set
          forth herein in order to determine the availability of such exemptions
          and the eligibility of WCC to acquire the Issued Shares.

    5.4.  Information. WCC and its advisors, if any, have been furnished with
          all public materials relating to the business, finances and operations
          of the Company and materials relating to issuance of the Issued Shares
          which have been requested by WCC. WCC acknowledges that it and such of
          its advisors as it considers relevant have been afforded full and
          sufficient opportunity to ask questions of the Company. Neither such
          inquiries nor any other due diligence investigations conducted by WCC
          or its advisors or its representatives shall modify, amend or affect
          WCC's right to rely on the completeness and accuracy of the materials
          provided to WCC by or on behalf of the Company with respect to the
          transactions contemplated hereby or on the Company's representations
          and warranties contained in this Agreement. WCC understands that its
          investment in the Issued Shares involves a high degree of risk.

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          WCC has sought such accounting, legal and tax advice as it has
          considered necessary to make an informed investment decision with
          respect to its acquisition of the Issued Shares.

     5.5. No Governmental Review. WCC understands that no United States federal
          or state agency or any other government or governmental agency has
          passed on or made any recommendation or endorsement of the Issued
          Shares or the fairness or suitability of the investment in the Issued
          Shares nor have such authorities passed upon or endorsed the merits of
          the offering of the Issued Shares.

    5.6.  Transfer or Resale.

          (a) WCC understands that, except as otherwise provided in Schedule A
          or in the Registration Rights Agreement: (i) the Issued Shares have
          not been and are not being registered under the 1933 Act or any state
          securities laws, and may not be offered for sale, sold, assigned or
          transferred unless (A) subsequently registered pursuant to an
          effective registration statement under the 1933 Act, (B) WCC shall
          have delivered to the Company an opinion of counsel, in a generally
          acceptable form, to the effect that the Issued Shares to be sold,
          assigned or transferred may be sold, assigned or transferred pursuant
          to an exemption from such registration, (C) WCC provides the Company
          with reasonable assurance that the Issued Shares can be sold, assigned
          or transferred pursuant to Rule 144 promulgated under the 1933 Act (or
          a successor rule thereto) ("RULE 144") or (D) such transferee or
          assignee is an Affiliate (as defined in Rule 144) of WCC.

          (b) Any sale of the Issued Shares made in reliance on Rule 144 may be
          made only in accordance with the terms of Rule 144 and further, if
          Rule 144 is not applicable, any resale of the Issued Shares under
          circumstances in which the seller (or the person through whom the sale
          is made) may be deemed to be an underwriter (as that term is defined
          in the 1933 Act) may require compliance with some other exemption
          under the 1933 Act or the rules and regulations of the SEC thereunder.

    5.7.  Legend. The Company represents that the certificates or other
          instruments representing two million (2,000,000) of the Issued Shares
          have been registered under the 1933 Act, as amended, and may be sold,
          resold, transferred, pledged and/or assigned by WCC without any
          restrictions whatsoever. The parties agree that the certificates
          representing the balance of the Issued Shares have not been registered
          under the 1933 Act and except as set forth below or as contemplated by
          the Registration Rights Agreement, shall bear a restrictive legend in
          substantially the following form (and a stop-transfer order will be
          placed against transfer of such stock certificates):

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
          STATE SECURITIES LAWS. THE

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          SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED
          FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
          REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
          1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION
          OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE
          COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
          APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144
          UNDER SAID ACT."

    5.8.  The legend set forth above shall be removed and the Company shall
          issue a certificate without any legend to the holder of the Securities
          upon which it is stamped, if (i) such Securities are registered for
          resale under the 1933 Act, (ii) in connection with a sale transaction,
          such holder provides the Company with an opinion of counsel, in form
          acceptable to the Company, to the effect that a public sale,
          assignment or transfer of such Securities may be made without
          registration under the 1933 Act, or (iii) such holder provides the
          Company with reasonable assurances that such Securities can be sold
          without restriction pursuant to Rule 144(k).

6. CERTAIN AGREEMENTS BY THE COMPANY

    6.1.  Registration. The Company agrees to register the Issued Shares for
          resale in accordance with the terms of the Registration Rights
          Agreement attached hereto.

    6.2.  Form D; Blue Sky Filings. The Company agrees to file a Form D with
          respect to the Issued Shares as required under Regulation D. The
          Company shall take such action and make such filings as the Company
          shall reasonably determine is necessary and as required by applicable
          law to qualify the Issued Shares under, or obtain exemption for the
          Issued Shares from, the applicable securities or "Blue Sky" laws of
          the states of the United States.

    6.3.  Reservation of Shares. The Company shall take all action necessary to
          at all times have authorized, and reserved for the purpose of
          issuance, no less than 100% of the number of shares of Common Stock
          needed to satisfy the Company's obligations under this Agreement.

    6.4.  Listing. The Company shall use its best efforts to maintain the
          Securities' authorization for listing on the Bulletin Board or if
          applicable the Nasdaq SmallCap Market or any other market on which
          the Securities is then listed or traded. Neither the Company nor any
          of its subsidiaries shall take any action which may result in the
          delisting or suspension of the Securities on the Bulletin Board,
          Nasdaq SmallCap Market or on any market on which the Securities are
          then listed or traded (other than to switch listings from the Bulletin
          Board to a subsequent market). The Company

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          shall pay all fees and expenses in connection with satisfying its
          obligations under this Section.

7. INDEMNIFICATION. The Company agrees to indemnify and hold harmless WCC, its
   affiliates, and each of their respective officers, directors and employees
   against any and all liability, loss, and costs, expenses or damages,
   including but not limited to, any and all expenses whatsoever reasonably
   incurred in investigating, preparing or defending against any litigation,
   commenced or threatened, or any claim whatsoever or howsoever caused by
   reason of any injury (whether to body, property, personal or business
   character or reputation) sustained by any person or their property by reason
   of any act, neglect, default or omission, or any untrue or alleged untrue
   statement of a material fact, or any misrepresentation of any material fact
   or any breach of any representation, warranty or covenant of the Company or
   any of its agents, employees, or other representatives arising out of, or in
   relation to, this Agreement. All remedies provided by law or in equity shall
   be cumulative and not in the alternative.

8. COMPANY REPRESENTATIONS. The Company hereby represents, covenants and
   warrants to WCC as follows:

    8.1.  Organization. Good Standing and Qualification. The Company is a
          corporation duly organized, validly existing and in good standing
          under the laws of the State of Delaware. The Company has all requisite
          corporate power and authority to own and operate its properties and
          assets, to execute and deliver this Agreement, the Registration Rights
          Agreement and the Option Agreement, as defined in Schedule A
          (collectively, the "Related Agreements"), to issue and sell the Issued
          Shares and to carry out the provisions of this Agreement, the Related
          Agreements and to carry on its business as presently conducted and as
          presently proposed to be conducted. The Company is duly qualified and
          authorized to do business and is good standing as a foreign
          corporation in all jurisdictions in which the nature of its activities
          and of its properties (both owned and leased) makes such qualification
          necessary except for those jurisdictions in which failure to do so
          would not have a material adverse effect on the business, financial
          condition, properties or prospectus of the Company.

    8.2.  Capitalization: Voting Rights. All issued and outstanding shares of
          the Company's capital stock (a) have been duly authorized and validly
          issued, (b) are fully paid and nonassessable and (c) were issued in
          compliance with all applicable state and federal laws concerning the
          issuance of securities. When issued in compliance with the provisions
          of this Agreement, the Issued Shares will be validly issued, fully
          paid and nonassessable, and will be free of any liens or encumbrances,
          and will have the rights, preferences, privileges and restrictions
          stated in the Certificate of Incorporation of the Company, as amended,
          and the Related Agreements. The Securities underlying options to be
          issued hereunder have been duly and validly reserved for issuance.

    8.3.  No Violation. Neither the execution and delivery of this Agreement nor
          the consummation of the transactions contemplated hereby will violate
          any provision of

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          the charter or by-laws of the Company, or violate any term or
          provision of any other agreement or any statute or law.

    8.4.  Consents. All consents required or necessary to the consummation of
          the transactions contemplated hereby, including, without limitation,
          consents from federal, state, or local governmental agencies and
          consents provided for under any credit agreement, material contract,
          lease or other agreement to which the Company is a party, have been
          obtained or will be obtained prior to the commencement of the Term.

    8.5.  Company's Representations. All representations and statements provided
          about the Company to WCC are true and complete and accurate to the
          best of the Company's knowledge.

    8.6.  Legal Representation. The Company has been represented or had every
          opportunity to be represented in the transactions contemplated herein
          by the law firm of its choice.

    8.7.  DTC Reports. The Company shall provide WCC with copies of weekly DTC
          reports.

    8.8.  Offering Valid. Assuming the accuracy of the representations and
          warranties of WCC contained in Section 5 hereof, the offer, sale and
          issue of the Issued Shares will be exempt from the registration
          requirements of the 1933 Act and will have been registered or
          qualified (or are exempt from registration and qualification) under
          the registration, permit or qualification requirements of all
          applicable state securities laws.

9. CONFIDENTIALITY.

    9.1.  Each party agrees to provide reasonable security measures to keep
          information confidential where release may be detrimental to the other
          party's interests. Each party shall require their respective
          employees, agents, affiliates, subsidiaries, other licensees, and
          others who will have access to the information through the other
          party, to first enter into appropriate non-disclosure agreements
          requiring the confidentiality contemplated by this Agreement for a
          reasonable time thereafter.

    9.2   WCC will not, during its engagement by the Company pursuant to this
          Agreement, disclose or use for its benefit, any confidential
          information, knowledge, or data of the Company in any way acquired or
          used by WCC during its engagement by the Company. Confidential
          information, knowledge or data of the Company shall not include any
          information which is or becomes generally available to the public
          other than as a result of a disclosure by WCC.

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10. MISCELLANEOUS PROVISIONS.

    10.1. Amendment and Modification. This Agreement and any part thereof may be
          amended, waived, modified or supplemented only by written Agreement of
          WCC and the Company.

    10.2. Strict Compliance. No waiver or failure to insist upon strict
          compliance with any obligation, covenant, agreement or condition under
          this Agreement shall operate as a waiver of, or estoppel with respect
          to, any subsequent or other failure.

    10.3. Notices. Any notices, consents, waivers or other communications
          required or permitted to be given under the terms of this Agreement
          must be in writing and will be deemed to have been delivered (i) upon
          receipt, when delivered personally; (ii) the date of transmission, if
          such notice or communication is delivered via facsimile at the
          facsimile telephone number specified in this Section prior to 5:00
          p.m. (New York time) on a Business Day, (iii) the Business Day after
          the date of transmission, if such notice or communication is delivered
          via facsimile at the facsimile telephone number specified in this
          Section later than 5:00 p.m. (New York time); or (iv) upon receipt,
          when delivered by a reputable overnight delivery service, in each case
          properly addressed to the party to receive the same. The addresses and
          facsimile numbers for such communications shall be:

     If to the Company:

          Neurotech Development Corporation
          45 Orchard Street
          Manhasset, NY 11030
          Telephone: 516-869-9663
          Facsimile: 516-869-9667
          Attention: Bernard Artz, Chairman and CFO

     If to WCC:

          Wellington Capital Corporation
          1719 Alexis Road
          Merrick, N.Y. 11566
          Telephone: 516-378-1099
          Attention: Marc Sharinn, President and/or Colm O. Wrynn, Sec./Treas.

    Each party shall provide five days' prior written notice to the other party
    of any change in address or telephone number.

    10.4. Contact Persons. The Contact Person for the Company is Bernard Artz,
          President. The Contact Person for WCC is Marc Sharinn, President
          and/or Colm O. Wrynn, Secretary/Treasurer.

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    10.5. Assignment. This Agreement and all of the provisions hereof shall be
          binding upon and inure to the benefit of the parties hereto and their
          respective successors and permitted assigns, but neither this
          Agreement nor any right, interests or obligations hereunder shall be
          delegated or assigned by any of the parties hereto without the prior
          written consent of the other party; provided however, that WCC may
          assign this Agreement or any right, interests or obligation hereunder
          to an affiliate of WCC without the prior written consent of the
          Company.

    10.6. Publicity. Neither WCC nor the Company shall make or issue, or cause
          to be made or issued, any announcement or written statement concerning
          this Agreement or the transaction contemplated hereby for
          dissemination to the general public without the prior consent of the
          other party. This provision shall not apply, however, to any
          announcement or written statement required to be made by law or the
          regulations of any federal or state governmental agency, except that
          the parties shall agree concerning the timing and content of such
          announcement before such announcement is made.

    10.7. Governing Law. This Agreement, the Related Agreements and the legal
          relations among the parties hereto shall be governed by and construed
          in accordance with the laws of the State of New York, without regard
          to its conflict of law doctrine.

    10.8. Counterparts. This Agreement may be executed simultaneously in two or
          more counterparts or by facsimile, each of which shall be deemed an
          original, but all of which together shall constitute one and the same
          instrument.

    10.9. Headings. The heading of the Sections of this Agreement are inserted
          for convenience only and shall not constitute a part hereto or affect
          in any way the meaning or interpretation of this Agreement.

   10.10. Entire Agreement. This Agreement, including any Exhibits hereto, and
          the other documents and certificates delivered pursuant to the terms
          hereto, set forth the entire Agreement and understanding of the
          parties hereto in respect of the subject matter contained herein, and
          superseded all prior Agreements, promise, covenants arrangements,
          communications, representations or warranties, whether oral or
          written, by any officer, employee or representative of any party
          hereto.

   10.11. Attorneys' Fees and Costs. If any action is necessary to enforce and
          collect upon the terms of this Agreement, the prevailing party shall
          be entitled to reasonable attorneys' fees and costs, in addition to
          any other relief to which that party may be entitled. This provision
          shall be construed as applicable to the entire Agreement.

   10.12. Survivability. If any part of this Agreement is found to be invalid
          or unenforceable, that part shall be severable from the remainder of
          this Agreement.

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    10.13.  Further Assurances. Each of the parties agrees that it shall from
            the time to time take such actions and execute such additional
            instruments as may be reasonably necessary or convenient to
            implement and carry out the intent and purpose of this Agreement.

    10.14.  Right to Data After Termination. After termination of this Agreement
            each party shall be entitled to the return of all copies of any and
            all information provided to the other prior to the date of
            termination and not previously returned to it.

    10.15.  Relationship of the Parties. WCC is an independent contractor.
            Nothing contained in this Agreement shall be deemed to cause either
            party to become the partner, agent or legal representative of the
            other, nor create any fiduciary relationship or joint venture
            between them, except as otherwise expressly provided herein. It is
            not the intention of the parties to create nor shall this Agreement
            be construed to create any commercial relationship or other
            partnership. Neither party shall have any authority to act for or to
            assume any obligation or responsibility on behalf of the other
            party, except as otherwise expressly provided herein.

11. ARBITRATION. The parties hereby agree to waive their right to seek remedy in
     court, including their right to jury trial and to submit all disputes,
     controversies, or differences between the Company or WCC or anyone claiming
     through or under them including any of their respective officers,
     directors, agents or employees, arising out of, in connection with or as a
     result of this Agreement and the Related Agreements, to final and binding
     arbitration rather than through litigation.

     11.1.  Any disputing party shall submit the dispute for resolution in New
            York, New York within five (5) days after receiving a written
            request to do so from any of the aforesaid parties.

     11.2.  If any party to a dispute fails to submit the dispute to arbitration
            on request, then the requesting party may itself commence an
            arbitration proceeding, but is under no obligation to do so.

     11.3.  If any party shall institute any court proceeding in an effort to
            resist arbitration and be unsuccessful in resisting arbitration or
            shall unsuccessfully contest the jurisdiction of the arbitration
            forum, the prevailing party shall be entitled to recover from the
            losing party its legal fees and any out-of-pocket expenses incurred
            in connection with the defense of such legal proceeding or its
            efforts to enforce its rights to arbitration as provided for herein.

     11.4.  Any arbitration conducted hereunder shall be conducted by an
            arbitrator selected by the American Arbitration Association. Such
            arbitration shall be conducted pursuant to the commercial
            Arbitration Rules of the American Arbitration Association.

     11.5.  The parties shall accept the decision of any award as being final
            and conclusive and agree to abide thereby.

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     11.6.  Any arbitration award shall be submitted to any state or federal
            court sitting in New York City, New York as a basis for judgement
            and execution for collection.

12.  CALL OPTION. Under the circumstances and on the terms described below, WCC
     shall have the following rights:

     12.1.  For a period of three (3) years from the date hereof, any of the
            Company's officers, insiders and directors (each, a "Control
            Person") executing this Agreement seeking to sell all or any part of
            such Control Persons' Securities held in his name or the name of an
            entity controlled by him, shall notify (the "Notice") WCC in writing
            at least fifteen (15) days prior to such sale and will afford to WCC
            an opportunity to purchase all or any part of such Securities (the
            "Call"), at a price per share equal to eighty percent (80%) of the
            average bid price of the Securities for the five days immediately
            prior to the date of the Call Notice (as hereinafter defined) on
            such market on which the Securities are then listed or traded.

     12.2.  WCC shall exercise the Call by giving the Control Person against
            whom the Call is exercised written notice of such intent within ten
            (10) days after WCC's receipt of the Notice (the "Call Notice"). The
            closing of the purchase of the Securities subject to the Call shall
            be held at the offices of WCC no later than the thirtieth (30th) day
            after the Call Notice is deemed delivered under this Agreement,
            except upon the mutual agreement of the parties hereof.

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

                                NEUROTECH DEVELOPMENT CORPORATION


                                By: /s/ Bernard Artz
                                   ---------------------------------------
                                   Bernard Artz, Chairman & CFO

                                WELLINGTON CAPITAL CORPORATION


                                By: /s/ Colm O. Wrynn/Marc A. Sharinn
                                   ---------------------------------------
                                   Colm O. Wrynn, Secretary/Treasurer
                                   Marc A. Sharinn, President

                                Solely for purposes of Section 12:

                                   /s/ Bernard Artz
                                   ---------------------------------------
                                   Bernard Artz, in his individual capacity

                                   /s/ Lawrence Artz
                                   ---------------------------------------
                                   Lawrence Artz, in his individual capacity


                                   ---------------------------------------
                                                , in his individual capacity


                                   ---------------------------------------
                                                , in his individual capacity


                                   ---------------------------------------
                                                , in his individual capacity

                                       13