EXHIBIT 10.2

                        TIAN LUN ADMINISTRATIVE AGREEMENT

This  agreement  made this 17th day of December  between  Neurotech  Development
Corporation  (administrator),  a public company, organized under the laws of the
State of Delaware, and traded on the NASDAQ OTC market, with offices at 10 Cedar
Swamp Rd.,  Glen  Cove,  New York,  USA and  ********  (contractor),  a ********
organized  under  the  laws of  ********,  with  offices  at  ********.  for the
administration  of the construction and  implementation  of the Tian Lun Kinship
community project.

Considerations:

The  contractor  has a project  consisting of senior  housing,  family  housing,
educational facility,  skilled nursing facility,  assisted living facility,  and
acute care hospital.

Contractor  has  inadequate  capital for  completion of project  Contractor  has
prepared  the capital  budgets  for this  projects  and there is not  sufficient
capital for the completion and operation of this project.

Project  returns  revenue which is less than the debt  payments  would be on the
capital structure.  It has been determined through a proforma budgetary analysis
that  with  the  repayment  of debt  the  project  will  not be able to  sustain
operations.

This project meets the  requirements of "sustainable  development" By definition
of economic need and the benefit to the social good of the people,  this project
conforms to the  conditions  of  "sustainable  development"  as set forth in the
agenda World Council of Peoples for the United Nations.

Administrator has access to special financing methodologies.

The administrator has special access to certain financing programs, which do not
require repayment, but have special terms and conditions. The administrator will
use its best efforts to obtain for the contractor financing for these projects.

Administrator   has   know   how  for   compliance,   project   management   and
administration.  The  financing  methodologies  described  have  special  terms,
conditions,  reporting  requirements,  which are within the  permitted  areas of
expertise of the administrator


                              Method of Cooperation
                              ---------------------

Administrator   will  make   application   on  behalf  of  the   contractor  for
qualification as sustainable development project, and for economic assistance in
the completion of these projects.

Administrator will review all drawings, designs, for completeness and compliance
with  international  construction  standards,  and  international  environmental
standards.

Administrator  will  facilitate  any  necessary  changes to meet the  compliance
standards.

Administrator and Contractor will agree on detailed final budget.


                              Operational Mechanics
                              ---------------------

Contractor  will instruct his bank to issue a "proof of funds letter" to *******
******,  attorney for the World  Council of Peoples for the United  Nations,  on
behalf of Neurotech as project administrator.

Contractor  will execute a banking  services  letter with the  securities  house
arranged by the World Council.

Upon receipt of the "proof of funds letter", a project financing  agreement will
be issued by the participating institution for these projects

Contractor will review the terms and conditions of the financing  agreement.  If
all terms are acceptable the agreement will be executed.

The administrator and the contractor shall maintain a joint bank account at Bank
of China, New York Branch.

All  payments by the  administrator  shall be in  accordance  with the  approved
budgets.  Amendments  to the  budgets  can be  made  at  the  discretion  of the
contractor,  so  long  as  those  budgets  do not  jeopardize  the  construction
standard, or the public safety.

Funds can only be used for the intended  projects.  Funds will be  segregated at
all times, and all accounting is per project as are all reports per project.

Ancillary expenses and cash. The administrator will reimburse ancillary expenses
and cash in  accordance  with the terms of the  budget,  and  proper  accounting
practice.


                               Administrative Fees
                               -------------------

The administrator shall earn a fee equal to 10% of the project price. Fees shall
be paid in accordance with the payment schedule of the funds received. Such fees
shall be paid by the escrow  agent to the  administrator  and set aside from the
general funds of the project.

The administrator is responsible for the payment of wages for the administrative
staff, inclusive of engineers,  accountants, project managers. The administrator
shall pay its percentage share of audit and financial reporting costs.

The  administrator  is  responsible  for the cost of any  insurance,  bonds,  or
instruments related to the administration of the projects and the administrative
employees.


                                        1
<PAGE>



                               Financial Reporting
                               -------------------

In accordance with the rules a quarterly report will be filed by a duly licensed
international  accountant  Administrator recommends (Price Waterhouse Coopers or
BDO Seidman Shanghai). Copies of these reports will be filed with :

1. World Council of Peoples for the UN
2. Securities and Exchange Commission of the United States


                            Right Title and Interest
                            ------------------------

All monies,  construction,  properties,  buildings  and  materials  at all times
belong to the contractor.


                                   Termination
                                   -----------

The  administrator  may be  terminated  for  cause  by  the  escrow  agent,  the
financier, or the contractor.

In the event of termination a qualified  administrator  must be appointed by the
financier, escrow agent, or accredited agency.

A 30 day notice of Termination is required.


                                  Governing Law
                                  -------------

With respects to this general agreement,  the administrator and contractor shall
be bound by the laws of the People's Republic of China.

With respect to transactions  occurring in jurisdictions  outside of China, such
laws shall be  enforced  in  accordance  with the Laws of the  United  States of
America, and the state of New York.


                                   Arbitration
                                   -----------

Any  disputes,  disagreements,   claims,  shall  be  immediately  submitted  for
arbitration in Shanghai. The International Rules of Arbitration shall apply, and
that  arbitrated  decision  shall be binding  upon both  parties  regardless  of
location or venue of law.





Agreed:  Neurotech Development Corporation          Agreed:  ********

         /s/ Lawrence Artz                          /s/ ********
         -----------------------------              ------------------
         Lawrence Artz, Vice President              ********, Chairman



                                       2
<PAGE>



                         TIAN LUN PROJECT MEMORANDUM OF
                         ------------------------------
                                  UNDERSTANDING
                                  -------------

In accordance  with the terms of the  administrative  agreement  executed on the
17th of December this "memorandum of understanding"  will clarify and define the
parameters and description of the project.


Description of the Project:

This is an  integrated  socialized  community  of,  designed  to instill  social
values, and create employment and enhance the personal values and emotional well
being of senior  citizens and their families in China.  This community will have
50,000 families, and a self contained healthcare and educational system.

This project has numerous component parts they are inclusive of:

Aggregate number of residences: 50,000


Senior Residences:     These housing units are to be designed in accordance with
                       the special needs and  requirements  of single or married
                       seniors.   Housing   units  will  feature  user  friendly
                       kitchens,  lighting  systems,  walkways,  and  bathrooms.
                       Special security systems inclusive of medical  monitoring
                       and  emergency  devices  will be present in each  housing
                       unit.

Family Residences:     These  housing  units will be designed for families  with
                       resident   seniors,   and  will  feature  user   friendly
                       facilities,  inclusive  of  kitchens,  lighting  systems,
                       walkways  and   bathrooms.   Special   security   systems
                       inclusive of medical  monitoring,  and emergency  devices
                       will be present in each housing unit. These units will be
                       equipped  with  hookups for  computers  and  supplemental
                       education for the children.


Assisted Living        This  facility  will  be a  multi  level  apartment  type
Facility:              complex, with individual apartments units for seniors. It
                       will  contain  a  central  dietary  facility  which  will
                       provide meals for its residences and an activity  center.
                       It  will  be  retained  by the  community  and run by the
                       FOUNDATION. Its purpose is to provide housing and care to
                       Senior  Citizens  who are  ambulatory  but  incapable  of
                       working.

Skilled Nursing        This  facility  will  be  a  hospital  type  of  building
Facility:              featuring semiprivate and ward residences for seniors who
                       are not  ambulatory,  and in need of  perpetual  care and
                       medical   treatment.   The  facility  will  have  central
                       dietary,   physical   therapy,   rehabilitation,    craft
                       activity,  auditorium, and recreation and day rooms. This
                       facility will be retained by the community and run by the
                       Foundation.  It  purpose  is to  provide  care for Senior
                       Citizens who are not  ambulatory,  and require  perpetual
                       care,  medical  attention,   psychiatric  attention,  and
                       cannot be handled in the general population.

Acute Care             This  facility  will be a 250  bed  acute  care  hospital
Hospital               facility  with  enhanced  outpatient  facilities,  mental
Facility:              health department and day surgery. Additional specialties
                       in geriatric medicine and treatment will be featured. The
                       hospital   will  feature  the  latest   western   medical
                       technologies  plus an emergency  response  system  linked
                       with the  community  security  system.  The hospital will
                       feature  staff  trained in USA, and utilize the Neurotech
                       Healthcare system, which integrates numerous state of the
                       art healthcare  services.  A traditional Chinese medicine
                       department  will  be  included  at  the  facility.   This
                       hospital   is   retained   for   the    community,    run
                       independently,    subsidized   by   insurance   and   the
                       Foundation.   The  hospital   will  serve  the  Tian  Lun
                       Community  as well as the general  area  surrounding  the
                       Community.  The  hospital  will  maintain  a world  class
                       standard of medicine.



                                       3
<PAGE>

School System:         This educational  campus,  will encompass,  kindergarten,
                       primary  school,  middle school and high school.  It will
                       contain  an  educational  campus  with a  central  social
                       theme,  consisting  of a  single  level  kindergarten,  a
                       multistory  primary school, a multistory middle school, a
                       multistory  high All  schools  will  feature  the  latest
                       educational    learning    tools,    and    instructional
                       Methodologies. The school will provide enhanced education
                       in mathematics, science, economics and language.

Commercial             This area will feature numerous shops, and administrative
Center:                office center for the community.  The  commercial  center
                       will provide services inclusive of shopping, restaurants,
                       entertainment, and general retail services.

Recreational           This area , consisting of, park,  swimming pool, library,
Center:                movie   theatre,   indoor   sports  hall,   senior  club,
                       gymnasium,  craft center,  cultural  center.  A temple is
                       probably a good addition to the facility.




                                       4
<PAGE>


Approach to the Project

******** and Neurotech further agree that this project has a general complexity.
In order to plan,  design,  review and initiate  this project it is necessary to
create a  planning  infrastructure  to  complete  this  project.  Neurotech  and
******** will mutually  agree on the delegates  appointed to each  committee and
shall themselves participate in the "executive committee".

                                EXECUTIVE COMMITTEE
                  (2 ******** DELEGATES + 2 NEUROTECH DELEGATES)
                                         |
                                         |
                                         |
                                BUDGETARY COMMITTEE
                          (INTERNATIONAL ACCOUNTING FIRM)
                                         |
                                         |
                      SITE PLANNING & ENVIRONMENTAL COMMITTEE
          (1 URBAN PLANNER + 1 ENVIRONMENTAL PLANNER + 2 CIVIL ENGINEER)
                                         |
                                         |
SENIOR HOUSING---------FAMILY HOUSING----------MEDICAL-----------EDUCATION
   COMMITTEE             COMMITTEE            COMMITTEE          COMMITTEE
  (ARCHITECT)           (ARCHITECT)          (ARCHITECT)        (ARCHITECT)
 (PROJECT MGR)         (PROJECT MGR)        (PROJECT MGR)      (PROJECT MGR)
(SOCIAL WORKER)       (SOCIAL WORKER)       (HOSPITAL ADM)      (EDUCATOR)
       |                     |          (GERIATRIC SPECIALIST)      |
       |                     |              (STATUSTICIAN)          |
       |                     |           (COMPLIANCE OFFICER)       |
       |                     |                    |                 |
       |                     |                    |                 |
       |                     |                    |                 |
       |                     |                    |                 |
       |                     |                    |                 |
       |                     |                    |                 |
       |                     |                    |                 |
       |                     |                    |                 |
       |                     |                    |                 |


         |--------------------INSURANCE COMMITTEE---------------------|
(HEALTH UNDERWRITER, PROPERTY & CASUALTY UNDERWRITER)
(GENERAL LIABILITY UNDERWRITER, GENERAL RISK ANALYST)
| | |
FOUNDATION
                  (LONG TERM FISCAL MANAGERS AND LOSS ANALYSTS)


                                       5
<PAGE>



                           Functions of the Committees
                           ---------------------------

Executive committee:   This  committee  evaluates all of the budgetary  data and
                       reports by each  committee and decides the priorities and
                       pace of the project.

Budgetary Committee:   Will be  responsible  for the  creation of the  financial
                       model,  utilizing information provided by the subordinate
                       committees and their own knowledge.

Site planning and      They take all of the  engineering  and  statistical  data
Environmental          presented by the subordinate committees and organizes the
Committee:             site  plans  and  flow of  services  for  the  community,
                       inclusive   of   water,   waste   disposal,    logistics,
                       transportation etc.

Senior  Housing        Will plan the entire  senior  aspect of the community and
Committee:             submit  their  findings to site  planning  and  budgetary
                       committees.

Family Housing         Will plan the  family  aspects  of this  development  and
Committee:             submit their findings to the other committees.

Medical Committee:     Will plan the hospitals, nursing home facilities,  health
                       care, and dietary facilities for the community. They will
                       submit  their   findings  to  the  insurance   committee,
                       budgetary   and  planning   committees.   Including   the
                       foundation.

Education Committee:   Will plan the  schools and submit  their  findings to the
                       budgetary   and  planning   committees  as  well  as  the
                       foundation.

Insurance Committee:   The insurance  committee  will create  actuarial  tables,
                       risk management analysis,  statistical and projected loss
                       data,   healthcare  premium  management,   and  ancillary
                       insurance products for the community and the foundation.

The Foundation:        This  will  be  the  ultimate  operating  entity  of  the
                       community,  It will utilize the database  provided by the
                       insurance committee,  as well as the fiscal and budgetary
                       data generated by the budgetary committee to continue the
                       operations of the community.


Goals of the Project

The  purpose of this  project  is to create an  integrated  community  of senior
citizens and families, wherein a new labor pool is established utilizing seniors
in the positions of childcare,  and community operations,  while freeing mothers
to become an active part of the workforce. The community is to be self contained
in terms of healthcare, education, and community services.

The project  will deal with the  problems  of aging,  physical  health,  dietary
health, mental health, and self dignity of senior citizens. This community is to
be a model  community  setting forth  traditional  Chinese family values,  while
adapting to the changes and social  pressures  brought about by the single child
family, technological changes, environmental and social changes.


                                       6
<PAGE>


The  community  will  employ  a  newly  created  healthcare  system,  utilizing,
insurance,  and enhancing the best levels of medical  practice from both western
medicine, and traditional Chinese medicine.

The community will utilize an upgraded system of education,  incorporating  both
western methods and Chinese methods. Children and adults will be able to utilize
a flexible array of courses and methods to continually  enhance their  education
and knowledge.

It is the ultimate  goal of this project to shape and set the  standards for the
development of numerous additional communities in China.

Pricing of the Project

Based upon our preliminary discussions, I am estimating the cost as follows:



50,000 housing units (senior and family) average
        price $30,000 USD:                                    $1,500,000,000

200 bed assisted living facility:                                  6,000,000

200 bed skilled nursing facility:                                 10,000,000

250 bed acute care hospital and clinic with
        mental health section:                                    45,000,000

School system for 10,000 students:                               120,000,000

Commercial center:                                                18,000,000

Recreation center:                                                 5,000,000

Planning budget (1%):                                             17,040,000

                         ESTIMATED PROJECT TOTAL   (USD)     $ 1,721,040,000


Financing Methodologies, Rationale and Depository Requirements

The  project  should be broken into 2 primary  areas (1)  housing  (2)  medical,
education, and ancillary

Housing component:  $1,500,000,000  over 5 years  $300,000,000  housing per year
This can be financed  using  conventional  means and require start up capital of
between $75,000,000 and $100,000,000 USD, with conventional  construction loans,
vendor credit, and take out mortgages.

The medical and educational portion of the project cost, $221,040,000 USD should
be built out on a 4 year basis and would require annual funds of $55,256,000 per
year. That means a deposit of $92,100,000  would be required for this section of
the project.


                                       7
<PAGE>


A formula would need to be developed to determine  the number of units  retained
for rental purposes and such units would be financed  utilizing the humanitarian
finance program. The formula shall be approximately $12,000 USD deposit per unit
retained.

Financing is being provided by third parties for this project.  First deposit to
enter the financing program shall be no less than $25,000,000.

Deposits may be provided by designees  and third parties for the benefit of this
project. This project may have investors, which may be institutional,  public or
private  or any  combination  thereof.  It is the  expressed  responsibility  of
******** to syndicate,  organize,  assign and effect any compliance  required by
the applicable securities laws with respect to this project.


Financing Procedures

Upon receipt of the  qualification  letter from the World Council of Peoples for
the United Nations,  ******** will execute  standard  informational  forms and a
banking  services  letter.  These are to be sent with a proof of funds letter to
***************,  solicitor  for the World  Council  of  Peoples  for the United
Nations.

The  financing  agreements  shall be  forwarded to the  solicitors  appointed by
******** or to ******** directly for evaluation.  Upon successful  evaluation of
the  financing  agreements  they  shall  be duly  executed  and the work on this
project shall commence.


Utilization of Proceeds

The project will be financed  utilizing a humanitarian  financing  program.  The
proceeds will be used solely for the planning,  construction,  and management of
the  project.  Administrative  fees of 10%  will be paid to  Neurotech  while an
additional  10% will be paid to ******** for its overhead and  participation  in
the management of this project.


Methods of Accounting

The project will utilize  general cost accounting  methods,  as defined by GAAP,
books and records will be audited by a major international accounting firm which
is mutually  acceptable to Neurotech and ********.  A quarterly report will need
to be furnished in accordance with the financing  requirements.  An annual audit
will be  performed.  It will be the  responsibility  of  ********  provide  such
reports to the investors where applicable.


Term of the Agreement

This agreement  shall be in effect for the duration of the  construction of this
project. The project construction is estimated to be 5 years. This agreement may
be expanded, renewed, or modified by mutual consent.


Governing Law

This agreement is executed in accordance with the laws of Hong Kong S.A.R.



                                       8
<PAGE>


Termination

This  agreement  may be  terminated  with 30 days written  notice for any of the
following reasons:

a. failure of financing to occur
b. failure to generate adequate funds to continue the project
c. misrepresentation by either party
d. improper use of proceeds
e. fraud or related acts of fraud with respect to the subcontractors
1. taking of kickbacks
2. allowing substandard materials
3. accepting unfinished work


Disputes

Any  disputes  are subject to  arbitration  in Hong Kong,  by the  International
Arbitration Association, in accordance with International rules. The decision of
the  arbitrators  is binding in the  interests  of keeping  the  project  moving
forward.


Language

This agreement  shall be executed in both Chinese and English.  It is the intent
of the agreement which is to be interpreted,  and made clear from both languages
being treated as equivalent in value.

It is  hereby  agreed  on this  date,  December  20,  2001 that we set forth our
signatures and seals to this agreement:

For and on behalf of: ********





 /s/ ********
 --------------------------
 ********, President



For and on behalf of: NEUROTECH DEVELOPMENT CORPORATION





 /s/ Lawrence Artz
 ----------------------------
 Lawrence Artz, Vice President & Director



                                       9
<PAGE>