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                                                                    EXHIBIT 10.1

                          Financial Advisory Agreement

This Agreement is made and entered into on this 5 day of December 2000, by and
between Neurotech Development Corporation, a Delaware Corporation with offices
located at 45 Orchard Street, Manhasset, New York 11030 (the "Company"), and
Security Capital Trading, Inc., a Delaware Corporation with offices located at
111 Broadway, New York, New York 10006 (the "Consultant").

In consideration of and for the mutual promises and covenants contained here,
and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

1.   Purpose. The Company hereby retains the Consultant during the term
     specified in Section 2 below, to render consulting advice on a
     non-exclusive basis to the Company as an investment banker relating to
     financial and similar matters, upon the terms and conditions as set forth
     herein.

2.   Term. This Agreement shall be for a term of twenty-four months, commencing
     on the 5th day of December the ("Effective Date"), and terminating on the
     4th of December, 2002 (the "Termination Date"), unless extended by the
     initial agreement of the parties hereto.

3.   Duties of Consultant. During the term of this Agreement, the Consultant
     will provide the Company with such regular and customary advice as is
     reasonable by the Company, provided that, the Consultant shall not be
     required to undertake duties not reasonably within the scope of the
     consulting advisory service contemplated by this Agreement. In performance
     of these duties, the Consultant shall provide the Company with the benefits
     of their best judgment and efforts. It is understood and acknowledged by
     the parties that the value of the Consultant's advice is not measurable in
     any quantitative number, and that the Consultant shall be obligated to
     render advice, upon the request of the Company, in good faith, but shall
     not be obligated to spend specific amounts of time in doing so and shall
     provide such services at times convenient to Consultant. The Consultant's
     duties may include but, will not necessarily be limited to:

          A.   Providing exposure in connection with the dissemination of
               corporate information regarding the Company to the investment
               community at large under a systematic approach.

          B.   Rendering advice and assistance in connection with the
               preparation of annual and interim reports and press releases.

          C.   Arranging, on behalf of the Company and its representatives, at
               appropriate times, meetings with securities analysts of major
               regional investment banking firms.

          D.   Assisting in the Company's financial public relations, including
               discussions between the Company and the financial community.

          E.   Rendering advice with regard to internal operations, including:

                    1)   advice regarding the formation of corporate goals and
                         their implementation;

                    2)   advice regarding the financial structure of the Company
                         and its future divisions or subsidiaries, if any, or
                         any programs and projects of such entities;

                    3)   advice concerning the securing, when necessary and if
                         possible, of additional financing through equity sales,
                         banks, insurance companies and/or other institutions;

                    4)   advice regarding corporate organization and personnel.

          F.   Rendering advice with respect to any acquisition program of the
               Company.



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          G.   Rendering advice regarding a future public or private offering of
               securities of the Company or of any future subsidiary.

4. Relationship with others. The Company acknowledges that the Consultant and
its affiliates are in the business of providing financial services and
consulting advice (of all types contemplated by this Agreement) to others.
Nothing herein contained shall be construed to limit or restrict the Consultant
or its affiliates from rendering such services or advice to others.

5. Consultant's Liability. In the absence of gross negligence or willful
misconduct on the part of the Consultant, The Consultant shall not be liable to
the Company, or to any officer, director, employee stockholder or creditors of
the Company, for any act or omission in the course of or in connection with the
rendering or providing of advice or services hereunder.

6. Expenses. The Company, upon receipt of appropriate supporting documentation,
shall reimburse the Consultant for any and all reasonable out-of-pocket expenses
incurred by the Consultant in connection with services rendered by the
Consultant to the Company pursuant to this Agreement, including, but not limited
to, hotel, food and associated expenses, all charges for travel and
long-distance telephone calls and all other expenses incurred by the Consultant
in connection with services rendered by the Consultant to the Company pursuant
to this Agreement. Expenses payable under this Section shall not include
overhead expenses of the Consultant, including, but not limited to, attorney's
fees, secretarial charge and rent. All expenses in excess of $1,000 shall be
pre-approved before they are incurred by the Consultant.

7. Compensation.

         The Company shall issue to the Consultant 1,025,640 shares of the
company's common stock. In addition, the Company shall issue 102,564 shares of
common stock to Dr. Arnold Richards, in consideration for introducing the
parties hereto. Such shares shall be delivered by no later than December 29,
2000.

          The Consultant shall have unlimited piggyback registration rights with
respect to such shares (other than registration statements filed on Forms S-8
and S-4).

          The Company shall instruct its counsel to issue any and all necessary
opinion letters (from time to time) for the transfer of such shares. Such
opinion letters shall be at the expense of the Company and shall be delivered to
the company's transfer agent within three (3) business days of receipt of a
written request to transfer. The Company shall be responsible for any losses
incurred by the holder of such shares resulting from its failure to comply with
these provisions.

8. Other Advice.

     A.   If during the period of twenty-four (24) months from the Effective
          Date, the Consultant brings to the Company an opportunity, for a
          proposed merger, consolidation or acquisition or acquisition of assets
          involving the Company as one of the parties thereto, or an acquisition
          of all or substantially all of the Common Stock of the Company or of
          another corporation (including when such acquisition of assets or
          stock is paid for in full or in part by the issuance of shares of the
          Company's Common Stock or other securities), then upon the
          consummation of any such transaction the Company will pay to the
          Consultant, as a fee, the amount provided for in paragraph 8(b) below,
          provided that the Consultant shall be deemed to have brought an
          opportunity to the Company for purposes of this paragraph 8(A) only if
          the opportunity is at least briefly specifically described in writing
          (which need not identify the other parties) signed by the Consultant
          and received by the Company and such notice refers to the company's
          obligations under this paragraph 8(A).

     B.   If during such period, an opportunity for a proposed transaction of
          the type described in paragraph "A" above if brought to the company by
          someone other than the Consultant, and the Company in writing retains
          the Consultant for consultation or other services in connection
          therewith, then upon the consummation of that transaction the Company
          will pay the Consultant a fee agreed upon prior to the




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          retaining the Consultant. The amount to be paid by the Company to the
          Consultant as described in paragraphs 8(A) is as follows. Legal
          Consideration and Fee shall be a maximum of 7% on all amounts to
          $3,000,000 and 5% over $3,000,000 to $5,000,000 and 3% on all funds
          over $5,000,000 of the amount raised.

                  Legal consideration is defined, for purposes of this
     Agreement, as the total of stock (valued at market on the day of closing,
     or if there is no public market, valued at fair market value as agreed, or,
     if not, by an independent appraiser), cash and assets and property or other
     benefits exchanged by the company or received by the company or its
     stockholders (all valued at fair market value an agreed on, if not, by an
     independent appraiser), irrespective of period of payment or terms. The
     value of any such securities (whether debt or equity) or other property
     shall be determined as follows: (1) the value of securities that, are
     freely tradeable in an established public market shall be the last closing
     market price of such securities prior to the closing date of the
     Transaction and (2) the value of securities which are not freely tradeable
     or which have no established public market, or if the consideration
     consists of property other than securities the value of such securities or
     other property shall be the fair market value thereof as mutually agreed by
     the Company and the Consultant. Legal consideration shall not include any
     indebtedness, or without limitation pension liabilities, guarantees and
     other obligations assumed, directly or indirectly, in connection with, or
     which survives the closing of, transaction. If the legal consideration to
     be paid is computed or payable in any foreign currency, the value of such
     foreign currency shall, for the purposes hereof be converted into U.S.
     dollars at the prevailing exchange rate on the dates on which such
     consideration is payable.

9.   Sales or Distribution of Securities. If the Consultant assists the Company
     in the sale or distribution of securities to the public or in a private
     transaction, the Consultant shall receive fees, the amount and form to be
     prearranged separately at the time of such transaction.

10.  Form of Payment. All fees to the Consultant pursuant to Section 8 hereof
     are due and payable to the Consultant, in cash or by certified check, at
     the closing or closings of any transaction specified in such section 8 or
     as otherwise shall mutually be agreed between the parties hereto provided,
     however, that in the case of license and royalty agreements specified in
     Section 8 hereof, there shall be no fee due the Consultant in respect of
     such license and royalty agreements. In the event that at any time prior to
     the expiration of two (2) years after the termination date, the company
     enters into a transaction with any person, group, corporation, partnership
     or other entity directly introduced to the Company by the Consultant during
     the term hereof, the Consultant shall be entitled to its full fee under
     Section 8 hereof, and the provisions of this Section 10 and Section 8
     hereof shall survive the Termination date.

11.  Limitation Upon the Use of Advice and Services.

     A.   No person or entity, other than the Company or any of its
          subsidiaries, shall be entitled, to make of or rely upon the advice of
          the Consultant to be given hereunder and the Company shall not
          transmit such advice to others, or encourage or facilities use or
          reliance upon such advice by others, without the proper consent of the
          Consultant.

     B.   The Consultant shall use its best efforts to make a market in the
          securities of the Company Research reports or corporate finance
          reports that may be prepared by the Consultant, when and if prepared
          shall be done solely on the merits or judgment of analysts of the
          Consultant's or senior corporate finance personnel of the Consultant.

     C.   The use of the Consultant's name in any annual report of the Company,
          or any release or similar document, prepared by or on behalf of the
          Company or other, must have the prior approval of the Consultant
          unless the Company is required by law to include the Consultant's
          names in such annual report, other report or releases, in which event
          the Consultant will be furnished with a copy of such annual report,
          other report or release using the Consultant's names in advance of
          publication by or on behalf of the Company.

     D.   Should any purchases of securities be requested to be effected through
          the Consultant by the Company, its officers, directors, employees or
          other affiliates, or by any person on behalf of any








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          profit sharing, pension or similar plan of the Company, for the
          account of the Company or the individuals or entities involved, such
          orders shall be taken by a registered account executive of the
          Consultant, shall not be subject to the terms of this Agreement, and
          the normal brokerage commission as charged by the Consultant will
          apply in conformity with all rules and regulations of the New York
          Stock Exchange, the National Association of Securities Dealers, Inc.,
          or other regulatory bodies. Where no regulatory body sets the fee, the
          normal established fee used by the Consultant shall apply.

     E.   The Consultant shall not disclose confidential information which it
          learns about the Company as a result of it's engagement hereunder,
          except for such disclosure and may be required for the Consultant to
          perform its duties hereunder.

12.  Indemnification. In consideration of Consultant's agreement to act on our
     behalf in connection with the matters decided herein, the Company agrees to
     indemnify and hold harmless Consultant and its affiliates and Consultant
     and its respective officers, directors, employees and agents and each other
     person, if any, controlling Consultant or any of its affiliates (Consultant
     and each such other person being an "Indemnified Person") from and against
     any losses, claims, damages or liabilities related to, arising out of or in
     connection with the engagement under this Agreement, and will reimburse
     each Indemnified Person for all reasonable expenses (Including reasonable
     fees and expenses of counsel) as they are incurred in connection with
     investigating, preparing, pursuing or defending any action, claim, suit,
     investigation or proceeding related to, arising out of or in connection
     with this Agreement, whether or not pending or threatened and whether or
     not any Indemnified Person is a party. The Company will not, however, be
     responsible for any losses claims, damage or liabilities (or expenses
     relating thereto) that are finally judicially determined to have resulted
     from the bad faith or gross negligence of any Indemnified Person. 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 or its shareholders, directors, officers, affiliates, etc. for or
     in connection with this Agreement, except for any such liability for
     losses, claims, damages or liabilities incurred by such parties that are
     finally judicially determined to have resulted from gross negligence or
     recklessness of such Indemnified Person. In addition, if Consultant is
     required to respond to a subpoena or provide testimony relating to the
     Company, whether or not it specifically relates to this Agreement, the
     Company shall pay all legal fees and expenses as incurred relating to such
     proceedings.

     The Company will not, without Consultant's prior written consent, settle,
     compromise, consent to the entry of any judgment in or otherwise seek to
     terminate any action, claim, suit or proceeding in respect of which
     indemnification may be sought hereunder (whether or not any Indemnified
     Person is a party thereto) unless such a settlement, compromise, consent or
     termination includes a release of each indemnified Person from any
     liabilities arising out of such action, claim, suit or proceeding. No
     Indemnified Person seeking indemnification, reimbursement or contribution
     under this Agreement will, without the Company's prior written consent,
     settle, compromise, consent to the entry of any judgment in or otherwise
     seek to terminate any action, claim, suit, investigation or proceeding
     referred to in the proceeding paragraph.

     If the indemnification provided for in the first paragraph of this
     agreement is judicially determined to be unavailable (other than in
     accordance with the third sentence of the first paragraph hereof) to an
     Indemnification Person in respect of any losses, claims, damages or
     liabilities referred to herein, than, in lieu of indemnifying such
     Indemnified Person hereunder, the Company shall contribute to the amount
     paid or payable by such Indemnified Person as a result of such losses,
     claims, damages or liabilities (and expenses relating thereto) (I) in such
     proportion as is appropriate to reflect the relative benefits to
     Consultant, on the one hand, and the Company, on the other hand, of the
     engagement or (ii) if the allocation provided by clause (I) above is not
     available, in such proportion as is appropriate to reflect not only the
     relative benefits referred to in such clause (I) but also the relative
     fault of each of Consultant and the Company, as well as any other relevant
     equitable considerations; provided, however, in no event shall Consultant's
     aggregate contribution to the amount paid or payable exceed the aggregate
     amount of cash fees actually received by it under this Agreement.

13.  Severability. Every provision of this Agreement is intended to be several.
     If any term or provision hereof is deemed unlawful or invalid for any
     reason whatsoever, such unlawfulness or invalidity shall not affect the
     validity of the remainder of this Agreement.




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14.  Miscellaneous.

     A.   Any notices or other communication between the parties hereto shall be
          sent by certified or registered mail postage prepaid, if to the
          Company, addressed to it at: 45 Orchard Street, Manhasset, New York
          11030; and if to the Consultant; addressed to it at 111 Broadway, New
          York, New York 10006, Attention: David Morris or to such address may
          hereafter be designated in writing by any of such entities to the
          others. Such notice or other communication shall be deemed to be given
          on the date of receipt.

     B.   If during the term hereof the Consultant shall cease to be business,
          the provisions hereof relating to the duties of the Consultant and the
          compensation by the Company, as it applies to the Consultant shall
          thereupon cease to be in effect for the Company's obligation of
          payment for services rendered prior thereto. This agreement shall
          survive any merger to acquisition to or acquisition by the consultant
          and, after any such, merger or acquisition shall be binding, upon the
          Company and the corporation surviving such merger or acquisition.

     C.   This Agreement embodies the entire agreement and understanding between
          the Company and the Consultant and supersedes any and all
          negotiations, prior the central subject matter hereof.

     D.   This Agreement has been duly authorized, executed and delivered by and
          on behalf of the Company and the Consultant.

     E.   This Agreement shall be construed and interpreted in accordance with
          the laws of the State of New York, without giving effect to conflicts
          of laws, rules or principals. If at any time during the term of this
          Agreement, any dispute, difference or disagreement with respect to the
          meeting and construction of any article of this agreement shall arise
          between the parties, such dispute shall be referred to the American
          Arbitration Association and such dispute, difference or disagreement
          shall be settled by arbitration in New York county in accordance with
          the then prevailing commercial rules of the American Arbitration
          Association, and judgment upon the award rendered by the arbitrator
          may be entered in any court having jurisdiction thereof.

     F.   This Agreement and the rights hereunder may not be assigned by either
          party (except by operation of law) and shall be binding upon and inure
          to the benefit of the parties and their respective successors, assigns
          and legal representatives.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date hereof.

The Company:  Neurotech Development Corporation


By:  /s/ Lawrence Artz, Vice President
     -----------------------------------------
     Lawrence Artz, Vice President

The Financial Advisor:  Security Capital Trading, Inc.

By:  /s/ Ronald M. Heineman
     -----------------------------------------
     Ronald M. Heineman