EXHIBIT 10.6

                              CONSULTING AGREEMENT


This consulting  agreement (the "Agreement),  made effective as of May 6th 2002,
will confirm the  understanding  between  Neurotech  Comp.,  and its  affiliates
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and/or  subsidiaries  (collectively,  the "Company") and CLX & Associates,  Inc.
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("Consultant"),  pursuant  to which the  Company  has  retained  Consultant.  In
connection  with (i) short and long term  strategic  planning;  (ii)  short term
crisis   management   (iii)  short  and  long  term   marketing;   (iv)  meeting
with/selecting  qualified companies for joint business ventures; (v) contracting
and interviewing  qualified accounting firms and legal counsel, (vi) recruitment
selection of key executives and staff;  (vii) internet and website  design;  and
(viii)  identification/selection  of board members,  with all such services (the
"Services") on the terms and subject to the condition set forth herein,

1.  Retention.  The Company hereby  retains  Consultant to provide the Services.
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Consultant  shall  devote time and effort,  as  Consultant  deems  necessary  to
provide the Services.

2.  Further Agreements. This Agreement does not constitute any agreement express
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or  implied,  on the part of  Consultant  or the  Company or any  commitment  by
Consultant,  or by the Company to engage  Consultant  to  underwrite,  purchase,
place, or cause the placement of any securities or indebtedness or to advise the
Company or negotiate on behalf of the Company in connection with any sale of any
securities,  or its  business  or  assets  or in  connection  with  any  merger,
consolidation or similar transaction.

3.  Compensation.  Company will Pay Consultant for the services 1,500,000 shares
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of free trading stock,  500,000 shares of restricted stock to be free trading no
later than  August 21st , 2002 and  1,500,000  shares of 144  restricted  stock,
including legal opinion upon receipt of both certificates.

4.  Termination. The term of this Agreement shall be 6 months
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5.  Indemnity.  The Company  agrees to  indemnify  the  Indemnified  Persons (as
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defined  in  Schedule  as set forth in  Schedule A hereto,  which  Schedule A is
incorporated herein and made a part hereof.

6.  Representations  and  Warranties  of  the  Company.    In  addition  to  any
    --------------------------------------------------
representations  and  warranties  for  which  provision  is  made  in any  other
agreement  between the  Company  and  Consultant,  the  Company  represents  and
warrants to Consultant that at the  commencement of the Services and at the time
of the provision of the Services during the term of this Agreement.


(a)  The Company  will  furnish  Consultant  and its agents and counsel with all
     information  concerning,   the  Company  that  Consultant  and  its  agents
     reasonably deem appropriate and agree to provide  Consultant and its agents
     with reasonable access to the Company's officers,  directors,  accountants,
     counsel, consultants and other appropriate agents and representatives.  The
     Company  acknowledges  the  Consultant  and its  agents  may rely  upon the
     completeness  and accuracy of information and data furnished to any of them
     by or on  behalf  of the  Company  and that the  Company  will use its best
     efforts to ensure that such information not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements  made therein,  in light of the  circumstances  under which they
     were made, not misleading.



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(b)  All payments of compensation  to Consultant  shall not cause the Company to
     violate  any law or  regulation  applicable  to the Company and that in the
     event payment is in the form of securities or  instruments  convertible  to
     securities,  each registration statement,  preliminary and final prospectus
     required to be filed or previously  filed with the  Securities and Exchange
     Commission  (the  "Commission')  pursuant to the Securities Act of 1953, as
     amended,  and each document  required to be filed or previously  filed with
     the Commission pursuant to the provisions of the Securities Exchange Act of
     1934,  as  amended,  pertaining  to  any  such  securities  or  instruments
     convertible into securities and each appendix,  attachment,  amendment,  or
     supplement to any of the foregoing,  and all related  documents,  including
     but not limited to each  related  letter of  transmittal  will not,  and no
     other report, filing, document, release or communication mailed, delivered,
     published, or filed by or on behalf of the Company will, contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the  statements  made  therein,  in light of the  circumstances  under
     which, they were made, not misleading; and

(c)  This Agreement had been, and the Services  contemplated  hereby at the time
     of the commencement and consummation  thereof,  shall be duly authorized by
     the Company.

7.  Certain  Other  Covenants  of the  Company.  Other  than  to  the  Company's
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representatives,  the Company agrees that no advice or recommendations  rendered
or  summarized,  excerpted  from or otherwise  referred to without  Consultant's
prior written consent. In addition, other than to the Company's representatives,
Consultant may not be otherwise referred to by the Company without  Consultant's
prior written consent or unless required by law.

8.  Survival of Certain  Provisions.  The compensation  provisions  contained in
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paragraph 3) above,  the  indemnity  contained in paragraph 5 hereof  (including
Schedule  B  hereto)  and the  representations  and  warranties  of the  Company
contained in paragraph 6 hereof and this paragraph 8 shall remain  operative and
in full  force and  effect  regardless  of (i) any  investigation  made by or on
behalf of  Consultant or by or on behalf of any  Indemnified  Person (as such is
defined in Schedule A hereto),  and (ii) any  termination  or expiration of this
Agreement,  and shall be binding  upon,  and shall  inure to the benefit of, -my
successors,   assigns,  heirs  and  personal  representatives  of  the  Company,
Consultant, and any and all Indemnified Persons.

9.  Notices.  Notice given pursuant to any of the  provisions of this  Agreement
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shall be in writing  and shall be mailed or  delivered  (i.) to the  Company at:
Neurotech Corp, 10 Cedar Swamp Lane, Glen Cove,  N.Y. 11542  Attention:  Bernard
Artz and (ii) CLX & Associates, Inc., 1300 Coral Way, Miami, Florida 13145.


10. Construction.  This Agreement, including Schedule A hereto, incorporates the
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entire  understanding of the parties and supersedes all previous  agreements and
shall be governed by, and constructed in accordance  with, the laws of the State
of Florida as applied to contracts made and performed in such State. The Company
and Consultant each hereby irrevocably submits to the exclusive  jurisdiction of
the Federal and Florida State courts  located in Miami-Dade  County,  Florida in
connection with any suit, action, or proceeding related to this Agreement or any
of the matters  contemplated  hereby,  irrevocably waives any defense of lack of
personal  jurisdiction and irrevocably  agrees that all claims in respect of any
such suit,  action or proceeding  may be heard and determined in any such court,
The Company and Consultant each irrevocably waives, to the fullest extent it may
effectively  do so  under  applicable  law,  any  objection  which it may now or
hereafter  have to the  laying of venue of any such suit,  action or  proceeding
brought in any such court and any claim that any such suit, action or proceeding
brought  in any such  court had been  brought  in an  inconvenient  forum.  Each
Indemnified  Person. (as defined in Schedule A to this Agreement) is intended to
be a third  party  beneficiary  of the  provisions  of  paragraph  5 hereof  and
Schedule A. AU obligations  of the Company  hereunder and under Schedule A shall
be  joint  and  several  obligations  of the  Company  and  its  affiliates  and
subsidiaries.



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11. Severability.  Any  determination  that  any  provision  of  this  Agreement
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(Including  any provision of Schedule A) may be, or is  unenforceable  shall not
affect  the  enforceability  of the  remainder  of  this-  Agreement  (including
Schedule A)

12. Headings.  The paragraph  headings in this Agreement have been inserted a. a
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matter of convenience of reference and are not part of this Agreement.

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

14. Third Party  Beneficiaries.  This  Agreement has been and is made solely for
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the benefit of the Company and Consultant  (including other Indemnified  Persons
for  purposed of  paragraph 5 hereof and  Schedule A only) and Schedule A hereof
and their respective successors and assign, and no other person shall acquire or
have any right under or by virtue of this Agreement.

15. Modification.  This  Agreement  may not  be  modified  or amended  except in
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writing, duly executed by the parties hereto.


    If the foregoing  terms  correctly set forth our  agreement,  please confirm
    this by signing and returning to Consultant a duplicate copy of this letter.
    Thereupon,  this letter,  as signed in  counterpart,  shall  constitute  our
    agreement on the subject matter herein.


                                           /S/  Robert Weidenbaum
                                           ---------------------------------
                                                CLX & Associates, Inc.
                                             Robert Weidenbaum,  President

Confirmed and agreed to as of
the date first above written:

Neurotech Development Corporation

By:     /S/ Bernard Artz
        --------------------
Name:   Bernard Artz
Title:  Chairman





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                                   Schedule A
                                    Indemnity


         This  Schedule  A is a part of and is  incorporated  into that  certain
consulting agreement (the "Consulting Agreement" and together with this Schedule
A,  the  "Agreement"),   Neurotech  (collectively,  the  "Company")  and  CLX  &
Associates,   Inc..   "Consultant').   Capitalized  terms  used  herein  without
definition shall have the meanings ascribed to them in the Letter Agreement.

         The Company  agrees to  indemnify  and hold  harmless  Consultant,  his
affiliates  and their  respective  directors,  officers,  agents,  and employees
(Consultant and each such entity or person are an "Indemnified  Person" from and
against any losses, claims, damages, judgments,  assessments,,  costs, and other
liabilities  (collectively  "Liabilities"),  and will reimburse each Indemnified
Person for all reasonable fees and reasonable expenses (including the reasonable
fees and  reasonable  expenses of counsel at trial and on appeal  (collectively,
"Expenses") as they are incurred in an investigating,  preparing,  Pursuing,  or
defending  any claim,  action,  proceeding or  investigation,  whether or not in
connection  with  pending  or  threatened  litigation  and  whether  or not  any
indemnified person is a party (collectively,  "Actions"), (i) caused by, arising
out of or in connection with the Company's  breach of this Agreement  including,
but not limited to the breach of any representation,  warranty or term contained
in the  Consulting  Agreement,  or  services  rendered  or to be rendered by any
Indemnified Person pursuant to the Consulting Agreement, The Company will not be
responsible for any  Liabilities or Expenses of any Indemnified  Person that are
determined by a judgment of a court of competent jurisdiction which is no longer
subject  to appeal or  further  review to have  resulted  solely  from the gross
negligence,  bad  f4ith  or  willful  misconduct  of an  Indemnified  Person  in
connection with any of the Services referred to in the Consulting Agreement. The
Company also agrees to  reimburse  each  Indemnified  Person for all Expenses as
they are incurred in connection with enforcing such Indemnified  Person's rights
under this  Agreement  (including,  without  limitation,  its rights  under this
Schedule A) and the Consulting Agreement.

         Upon  receipt by an  Indemnified  Person of actual  notice of an Action
against such  Indemnified  Person with respect to which  indemnity may be sought
under this Agreement,  such Indemnified Person shall promptly notify the Company
in writing; provided that failure so to notify the Company shall not relieve the
Company  from any  liability  which  the  Company  may have on  account  of this
indemnity  or  otherwise,  except to the  extent  the  Company  shall  have been
materially  prejudiced  by such  failure.  The Company  shall,  if  requested by
Consultant  or at the  Company's  option,  assume the defense of any such Action
including the  employment of counsel  selected by the Company that is reasonably
satisfactory  to Consultant,  Notwithstanding  the Company's  option to assume a
defense of an 1ndemnifled Person, any Indemnified Person shall have the right to
employ  separate  counsel in any such  Action  and  participate  in the  defense
thereof,  with the fees and expenses of such counsel  shall be at the expense of
the Company.  The Company  shall not be liable for any  settlement of any Action
effected  without its prior  written  consent  (which shall not be  unreasonably
withheld).  In addition,  the Company will not, without prior written consent of
Consultant  settle,  compromise  or consent to the entry of any  judgment  in or
otherwise seek to terminate any pending or threatened Action in respect of which
indemnification  or  contribution  may be sought  hereunder  (whether or not any
Indemnification  Person is party thereto)  unless such  settlement,  compromise,
consent or  termination  includes  an  unconditional  release of each  Undefined
Person from all Liabilities arising out of such Action.



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         The  Company  also  agrees that no  Indemnified  Person  shall have any
liability (whether direct or indirect,  in contract or tort or otherwise) to the
company for or in  connection  with  Services  rendered or to be rendered by the
Indemnified  Person pursuant to this Agreement.  the transactions,  contemplated
hereby or any Indemnified  Person's  actions or inactions in connection with any
such Services except for Liabilities  competent  jurisdiction which is no longer
subject  to appeal or  further  review to have  resulted  solely  from the gross
negligence,  bad  faith,  or  willful  misconduct  of an  Indemnified  Person in
connection with such Services.

         The  reimbursement  and indemnity  obligations of the Company set forth
herein shall apply to any  modification  of this  Agreement  and the  Consulting
Agreement  and  shall  remain  in full  force and  effect  regarded  less of any
termination of, or the completion of any Indemnified  Person's Services under or
in the connection with, this Agreement and the Consulting Agreement.







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