EXHIBIT 10.5

Revised 1/23/02

                              CONSULTING AGREEMENT

THIS CONSULTING  AGREEMENT (the  "Agreement") is made and entered into effective
the 23rd day of January,  2002 by and between Capital  Research Group,  Inc (the
"Consultant"), whose principal place of business is 1825 Main Street, Suite 201,
Weston, FL 3332.6 and Neurotech  Development  Corporation (the "Client"),  whose
principal place of business is 10 Cedar Swamp Road, Glen Cove, NY 11542,

WHEREAS,  Consultant  is in the  business of providing  services for  management
consulting, business advisory, shareholder information and public relations; and

WHEREAS,  the Client deems it to be in its best interest to retain Consultant to
render to the Client such services as may be needed; and

WHEREAS,  Consultant is ready,  willing and able to render such  consulting  and
advisory services to Client,

NOW THEREFORF,  in  consideration of the mutual promises and covenants act forth
in this Agreement, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows,

1.       Consulting  Services.  The client hereby  retains the  Consultant as an
independent  consultant  to the Client and the  Consultant  hereby  accepts  and
agrees  to  such  retention.  The  services  provided  by  the  Consultant  are:
disseminate a two page  "highlighter" by means of "Targeted"  E-Mail and operate
an intense marketing  campaign to new investors;  design.,  develop and market a
website for your company if none is  available,  (Web costs such as hosting fees
after completion of contract not included).

It is  acknowledged  and  agreed  by  the  Client  that  Consultant  carries  no
professional   licenses,  and  is  not  rendering  legal  advice  or  performing
accounting  services,  nor acting as an investment  advisor or  brokerage/dealer
within the meaning of the  applicable  state and federal  securities  laws,  The
services of Consultant  shall not be Exclusive nor shall Consultant 'be required
to render  any  specific  number of hours or assign  specific  personnel  to the
Client or its projects.

2.       Independent  Contractor.  Consultant  agrees to perform its  consulting
duties hereto as an independent  contractor,  Nothing  contained herein shall be
considered to as creating an employer-employee  relationship between the parties
to  this  Agreement.  The  Client  shall  not  make  social  security,  worker's
compensation or  unemployment  insurance  payments on behalf of Consultant.  The
parties  hereto  acknowledge  and agree that  Consultant  cannot  guarantee  the
results or  effectiveness  of any of the services  rendered or to be rendered by
Consultant.  'Rather,  Consultant  shall conduct its  operations and provide its
services in a professional manner and in accordance with good industry practice.
Consultant will use its best efforts and does not promise results.

3.       Time,  Place  and  Manner  of  Performance.  The  Consultant  shall  be
available  for advice and counsel to the officers and directors of the Client as
such reasonable and convenient  times and places as may be mutually agreed upon,
Except as aforesaid,  the time,  Place and manner of performance of the services
hereunder, including the amount of time to be allocated by the Consultant to any
specific service, shall be determined at the sole discretion of the Consultant.



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4.       Term of Agreement,  The term of this Agreement  shall be one (1) month,
commencing  on the  date of this  Agreement,  subject  to prior  termination  as
hereinafter provided.

5.       Compensation.  In providing the foregoing services, Consultant shall be
responsible  for all costs incurred  except the Client will be  responsible  for
mailing out due diligence requests. Client shall pay Consultant for its services
hereunder  as  follows:  to arrange  for one or more third  parties to  transfer
200,000 shares of Client's free trading common stock to Consultant  upon signing
of this agreement. The fees may also be paid in cash by the 'Client referring to
the price of the  offer or ask the day  payment  is due.  For  purposes  of this
paragraph,  the dollar value of any shares given for  compensation  shall be the
closing  price of the Client's  common  stock as traded In the  over-the-counter
market and  quoted on the OTC  Bulletin  Board on the  trading  day  immediately
preceding the  compensation  due date,  Any shares shall be  unrestricted  as to
transferability and the Certificates shall not bear any legends or restrictions.
The client warrants, represents and agrees that the shares were not issued under
SEC Form S-9,  that the third party is not an affiliate of the Client,  i,e, one
who, through stock ownership, a position as director,  officer or employee or by
other means, has the power to control, directly or indirectly, the management of
the Client and, if the third  party's  stock was issued in a private  placement,
that the  requirements  for the  exemption  for  private  placement  stock  were
complied with and the third party has held the stock for the  prescribed  period
necessary to permit the shares to be sold without registration.

6.       Late  Payment.  In the event of late  payment of any  compensation  due
under this Agreement, and in addition to the rights granted the Consultant under
paragraph 7 "Termination7l of this Agreement,  Consultant may immediately remove
Client's  company from  thesubway,com  website until any arrears in compensation
are brought current.

7.       Client's   Representations.   The  Client  represents  that  it  is  in
compliance with all applicable  Securities and Exchange Commission reporting and
accounting requirements and all applicable requirements of the NASD or any stock
exchange,  The  Client  further  represents  that it has not been and is not the
subject of any  enforcement  proceeding  or  injunction  by the  Securities  and
Exchange Commission or any state securities agency.



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 8.      Termination.

(a)      Consultant's  relationship  with the Client hereunder may be terminated
         for any reason  whatsoever,  at any time, by either party,  upon 3 days
         written prior notice.

(b)      This Agreement  shall  automatically  terminate  upon the  dissolution,
         bankruptcy or insolvency of the Client or Consultant,

         This  Agreement may be  terminated by either party upon giving  written
         notice to the other  party if the other  party is in default  hereunder
         and such default is not cured  within  fifteen ( 15) days of receipt of
         written notice of such default.

(d)      Consultant  and Client shall have the right and discretion to terminate
         this  Agreement  should  the other  party in  performing  their  duties
         hereunder,  violate any law,  ordinance,  permit or  regulation  of any
         governmental  entity,  except for violations which either singularly or
         in the aggregate do not have or will not have a material adverse effect
         on the operations of the Client.

(e)      In the event of any  termination  hereunder all shares or funds paid to
         the Consultant  through the date of  termination  shall be fully earned
         and   nonrefundable   and   the   parties   shall   have   no   further
         responsibilities  to  each  other  except  that  the  Client  shall  be
         responsible  to make any and all payments if any, due to the Consultant
         through  the  date of the  termination  and  the  Consultant  shall  be
         responsible to comply with the provisions of section 10 hereof

9.       Work Product.  It is agreed that all information and materials produced
for the Client  shall be the property of the  Consultant,  free and clear of all
claims thereto by the Client, and the Client shall retain no claim of authorship
therein,

10.      Confidentiality. The Consultant recognizes and acknowledges that it has
and will have access to certain  confidential  information of the Client and its
affiliates  that are  valuable,  special and unique  assets and  property of the
Client and such  affiliates.  The Consultant  will not,  during the term of this
Agreement,  disclose,  without the prior written consent or authorization of the
Client,  any of such  information  to any  person,  for any  reason  or  purpose
whatsoever, In this regard, the Client agrees that such authorization or consent
to disclose may be  conditioned  upon the  disclosure  being made  pursuant to a
secrecy agreement,  protective order,  provision of statute, rule, regulation or
procedure tinder which the  confidenti4lity  of the information is maintained in
the  hands  of the  person  to whom the  information  is to be  disclosed  or in
compliance with the terms of a judicial order or administrative process.

H.       Conflict of Interest,  The Consultant shall be free to perform services
for other persons,  The Consultant  will notify the Client of its performance of
consultant's  services  for any other  person,  which  could  conflict  with its
obligations  under the Agreement.  Upon  receiving  such notice,  the Client may
terminate  this  Agreement  or consent to the  Consultant's  outside  consulting
activities,  failure to terminate, this Agreement within seven (7) business days
of receipt of written notice of conflict shall  constitute the Client's  ongoing
consent to the Consultant's outside consulting services.



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12.      Disclaimer of  Responsibility  for Act of the Client, In no event shall
Consultant  be  required  by this  Agreement  to  represent  or make  management
decisions for the Client.  Consultant shall under no circumstances be liable for
any expense  incurred or loss  suffered by the Client as a  consequence  of such
decisions, made by the Client or any affiliates or subsidiaries of the Client.

13.      Indemnification.

(a) The client shall  protect,  defend,  indemnify and hold  Consultant  and its
assigns and attorneys,  accountants,  employees,  officers and director harmless
from  and  against  all  losses,  liabilities,   damages,   judgments,   claims,
counterclaims,  demands,  actions,  proceedings,  costs and expenses  (including
reasonable attorneys' fees) of every kind and character resulting from, relating
to or  arising  out of (a) the  inaccuracy,  non-fulfillment  or  breach  of any
representation,  warranty,  covenant or agreement made by the Client herein,  or
(b)  negligent  or willful  misconduct,  occurring  during the term thereof with
respect to any of the  decisions  made by the Client (c) a violation of state or
federal securities laws.

(b) The  Consultant  shall  protect,  defend,  indemnify and hold Client and its
assigns and attorneys,  accountants,  employees,  officers and director harmless
from  and  against  all  losses,  liabilities,   damages,   judgments,   claims,
counterclaims,  demands,  actions,  proceedings,  costs and expenses  (including
reasonable attorneys' fees) of every kind and character resulting from, relating
to or  arising  out of (a) the  inaccuracy,  non-fulfillment  or  breach  of any
representation,  warranty,  covenant or agreement made by the Consultant herein,
or (b) negligent or willful  misconduct,  occurring during the term thereof with
respect to any of the decisions  made by the Consultant (c) a violation of state
or federal securities laws.

14.      Notices.  Any  notices  required  or  permitted  to be given under this
Agreement  shall be sufficient if in writing and delivered or sent by registered
or certified mail, or by Federal Express or other recognized  overnight  courier
to the principal office of each party.

15.      Waiver  of  Breach.  Any  waiver  by  either  party or a breach  of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by any party.

16.      Assignment.  This  Agreement  and  the  right  and  obligations  of the
Consultant  hereunder shall not be assignable without the written consent of the
Client.



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17.      Applicable  Law. It is the  intention  Of the parties  hereto that this
Agreement and the  performance  hereunder and all suits and special  proceedings
hereunder be construed in accordance  with and under and pursuant to the laws of
the  State  of  Florida  and that in any  action,  special  proceeding  or other
proceedings  that may be brought arising out of, in connection with or by reason
of this Agreement, the law of the State of Florida shall be applicable and shall
govern to the  exclusion  of the law of any other forum,  without  regard to the
jurisdiction on which any action or special proceeding may be instituted.

18.      Severability.   All  agreements  and  covenants  contained  herein  are
severable,  and in the  event  any of them  shall be held to be  invalid  by any
competent  court,  the  Agreement  shall  be  interpreted  as  if  such  invalid
agreements or covenants were not contained herein.

19.      Entire  Agreement.  This Agreement  constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all other
Or Prior understandings, agreements and negotiations between the parties.

20.      Waiver and Modification. Any waiver, alteration, or modification of any
of the provisions of this  Agreement  shall be valid only if made in writing and
signed by the parties  hereto.  Each party hereto.,  may waive any of its rights
hereunder without affecting a waiver with respect to any subsequent  occurrence&
or transactions hereof.

21.      Binding  Arbitration,  Any  controversy  or  claim  arising  out  of or
relating  to  this  Agreement,  Or the  breach  thereof,  shall  be  settled  by
arbitration  administered  by the  American  Arbitration  Association  under its
Commercial  Arbitration  Rules,  and  judgment  on  the  award  tendered  by the
arbitrator(s)  may be  entered  in any court  having  jurisdiction  thereof  The
arbitration shall be conducted in Miami-Dade County, Florida.

22.      Counterparts  and Facsimile  Signature.  This Agreement may be executed
simultaneously  in two or more  counterparts,  each of which  shall be deemed an
original,  but all of which taken  together  shall  constitute  one and the same
instrument.  Execution  and delivery of this  Agreement by exchange of facsimile
copies  bearing the  facsimile  signature of a party  hereto shall  constitute a
valid and binding  execution and delivery of this Agreement by such party.  Such
facsimile copies shall constitute enforceable original documents.




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         IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement, effective as of the date set forth above.


 CONSULTANT:

 Capital Research Group, Inc.


 By:   /S/ Charles T. Tamburello                        Date:  January 23, 2002
       ------------------------------
       Charles T. Tamburello, President/CEO



 CLIENT:

 Neurotech Development Corporation


 By:   /S/  Bernard Artz                                Date:  January 23, 2002
       ------------------------
       Bernard Artz, Chairman



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