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                                                                     EXHIBIT 4.2

                         REGISTRATION RIGHTS AGREEMENT

     AGREEMENT, dated as of the 27th day of January, among Neurotech Development
Corporation, a Delaware corporation (the "Company"), and Wellington Capital
Corporation (the "Buyer").

                                   WITNESSETH

     WHEREAS, the Company and the Buyer have entered into a consulting agreement
(the "Consulting Agreement") dated as of the date hereof which, among other
things, provides for the issuance of options to purchase 10,000,000 shares of
Common Stock (as hereinafter defined) to the Buyer as partial payment for
services to be rendered by the Buyer pursuant to the Consulting Agreement; and

     WHEREAS, the Company and the Buyer desire to set out in this Agreement the
various stockholder rights of the Buyer.

     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.   Definitions.

     Capitalized terms used and not otherwise defined herein that are defined in
the Consulting Agreement shall have the meanings given such terms in the
Consulting Agreement. As used in this Agreement, the following terms shall have
the following meanings:

     1.1  "Advice" shall have meaning set forth in Section 3(m).

     1.2  "Affiliate" means, with respect to any Person, any other Person that
          directly or indirectly controls or is controlled by or under common
          control with such Person. For the purposes of this definition,
          "control" when used with respect to any Person, means the possession,
          direct or indirect, of the power to direct or cause the direction of
          the management and policies of such Person, whether through the
          ownership of voting securities, by contract or otherwise; and the
          terms of "affiliated" "controlling" and "controlled" have meanings
          correlative to the foregoing.

     1.3  "Business Day" means any day except Saturday, Sunday and any day which
          shall be a legal holiday or a day on which banking institutions in the
          state of New York generally are authorized or required by law or other
          government actions to close.

     1.4  "Commission" means the United States Securities and Exchange
          Commission.

     1.5  "Common Stock" means the Company's common stock, par value $.O1 per
          share.

     1.6  "Effectiveness Period" shall have the meaning set forth in Section
          2.1(b).

     1.7  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     1.8  "Holder" or "Holders" means the holder or holders, as the case may be,
          from time to time of Registrable Securities.

     1.9  "Indemnified Party" shall have the meaning set forth in Section 5(b).

     1.10 "Indemnifying Party" shall have the meaning set forth in Section
          5(b).
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     1.11 "Losses" shall have the meaning set forth in Section 5(a).

     1.12 "Options" means collectively the options for the purchase of Common
          Stock issuable to the Buyer pursuant to the Consulting Agreement and
          the Stock Option Agreement (as defined in the Consulting Agreement).

     1.13 "Option Shares" means the shares of Common Stock issuable upon
          exercise in full of the Options.

     1.14 "Person" means an individual or a corporation, partnership, trust,
          incorporated or unincorporated association, joint venture, limited
          liability company, joint stock company, government (or an agency or
          political subdivision thereof) or other entity of any kind.

     1.15 "Proceeding" means an action, claim, suit, investigation or proceeding
          (including, without limitation, an investigation or partial
          proceeding, such as a deposition), whether commenced or threatened.

     1.16 "Prospectus" means the prospectus included in the Registration
          Statement (including, without limitation, a prospectus that includes
          any information previously omitted from a prospectus filed as part of
          an effective registration statement in reliance upon Rule 430A
          promulgated under the Securities Act), as amended or supplemented by
          any prospectus supplement, with respect to the terms of the offering
          of any portion of the Registrable Securities covered by the
          Registration Statement, and all other amendments and supplements to
          the Prospectus, including post-effective amendments, and all material
          incorporated by reference or deemed to be incorporated by reference in
          such Prospectus.

     1.17 "Registrable Securities" means the Option Shares.

     1.18 "Registration Statement" means any registration statement filed under
          the Securities Act in accordance herewith, including (in each case)
          the Prospectus, amendments and supplements to such registration
          statement or Prospectus, including pre- and post-effective amendments,
          all exhibits thereto, and all material incorporated by reference or
          deemed to be incorporated by reference in such registration statement.

     1.19 "Rule 144" means Rule 144 promulgated by the Commission pursuant to
          the Securities Act, as such Rule may be amended from time to time, or
          any similar rule or regulation hereafter adopted by the Commission
          having substantially the same effect as such Rule.

     1.20 "Securities Act" means the Securities Act of 1933, as amended.

     1.21 "Special Counsel" means one special counsel to the Holder.

2.   Registration.

     2.1  Demand Registration.

     (a) If the Company at any time after the date hereof shall receive a
         written request from the Holder that the Company effect a registration
         on Form S-3 (or if the Company is not then eligible to register for
         resale the Registrable Securities on Form S-3 such registration shall
         be on another appropriate form) and any related qualification or
         compliance with respect to all or a part of the Registrable Securities,
         then the Company shall, as soon as practicable, effect such
         registration and all such qualifications and compliances as may be so
         requested

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         and as would permit or facilitate the sale and distribution of all or
         such portion of the Registrable Securities as are specified in such
         request, subject to Section 2.1(c).

     (b) The Company shall use its best efforts to keep such Registration
         Statement continuously effective under the Securities Act until the
         date which is five years after the date that such Registration
         Statement is declared effective by the Commission or such earlier date
         when all Registrable Securities covered by such Registration Statement
         have been sold or may be sold without volume restrictions pursuant to
         Rule 144(k) as determined by the counsel to the Company pursuant to a
         written opinion letter to such effect, addressed and acceptable to the
         Company's transfer agent (the "Effectiveness Period").

     (c) Payments by the Company. The Company shall cause each Registration
         Statement required to be filed pursuant to Section 2.1(a) hereof to
         become effective as soon as practicable, but in no event later than the
         ninetieth (90th) day following a Written Request (each a "Registration
         Deadline"). If (i) the Registration Statement required to be filed by
         the Company pursuant to Section 2.1(a) hereof is not declared
         effective by the SEC on or before the Registration Deadline applicable
         to such Registration Statement, (ii) if, after any such Registration
         Statement has been declared effective by the SEC, sales of all of the
         Registrable Securities required to be covered by such Registration
         Statement cannot be made pursuant to such Registration Statement (by
         reason of a stop order or the Company's failure to update the
         Registration Statement or any other reason outside the control of the
         Holders) or (iii) the Common Stock (including any Registrable
         Securities) is not listed or included for quotation on the OTC Bulletin
         Board ("OTCBB") or the Nasdaq SmallCap Market ("NSM"), at any time
         after the initial Registration Deadline hereunder, then the Company
         will make payments to the Holders in such amounts and at such times as
         shall be determined pursuant to this Section 2(c) as partial relief for
         the damages to the Holders by reason of any such delay in or reduction
         of their ability to sell the Registrable Securities (which remedy shall
         not be exclusive of any other remedies available at law or in equity).
         The Company shall pay to each Holder such number of shares of Common
         Stock equal to two percent (2%) of the outstanding Common Stock, on a
         fully diluted basis (the "Penalty Shares") for each thirty (30) day
         period (A) after a Registration Deadline and prior to the date the
         applicable Registration Statement filed pursuant to Section 2(a) is
         declared effective by the SEC, and (B) during which sales of any
         Registrable Securities cannot be made pursuant to any such Registration
         Statement after the Registration Statement has been declared effective
         or the Common Stock (including any Registrable Securities) is not
         listed or included for quotation on the OTCBB or NSM. Provided however,
         that there shall be excluded from each such period any delays which are
         solely attributable to changes (other than corrections of Company
         mistakes with respect to information previously provided by the
         Holders) required by the Holders in the Registration Statement with
         respect to information relating to the Holders, including, without
         limitation, changes to the plan of distribution. The Penalty Shares
         shall be issued to the Holder within five (5) days after the end of
         each period that gives rise to such obligation, and shall be free and
         clear of all liens, pledges, encumbrances, charges and claims thereon.
         The Penalty Shares, shall on or before the time of delivery, be duly
         authorized, and when issued, will be duly and validly issued, fully
         paid and non-assessable and will not subject the Holder to personal
         liability by reason of such issuance.

     2.2 Piggyback Registrations.

     (a) The Company shall notify the Holder in writing at least thirty (30)
         days prior to the filing of a Registration Statement for purposes of a
         public offering of securities of the Company (including, but not
         limited to, registration statements relating to secondary offerings of
         securities of the Company, but excluding registration statements
         relating to employee benefit

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         plans or with respect to corporate reorganizations or other
         transactions under Rule 145 of the Securities Act) and will afford to
         the Holder an opportunity to include in such registration statement all
         or part of the Registrable Securities held by the Holder. If the Holder
         desires to include in any such registration statement all or any part
         of the Registrable Securities it shall, within fifteen (15) days after
         the above-described notice from the Company, so notify the Company in
         writing. Such notice shall state the intended method of disposition of
         the Registrable Securities by such Holder. If the Holder decides not to
         include all of its Registrable Securities in a Registration Statement
         thereafter filed by the Company, the Holder shall nevertheless continue
         to have the right to include any Registrable Securities in any
         subsequent Registration Statement or Registration Statements as may be
         filed by the Company with respect to offerings of its securities, all
         upon the terms and conditions set forth herein.

     (b) If the registration statement under which the Company gives notice
         under this Section 2.2 is for an underwritten offering, the Company
         shall so advise the Holder. In such event, the right of the Holder to
         be included in a registration pursuant to this Section 2.2 shall be
         conditioned upon the Holder's participation in such underwriting and
         the inclusion of the Registrable Securities in the underwriting to the
         extent provided herein. The Holder agrees to enter into an underwriting
         agreement in customary form with the underwriter or underwriters
         selected for such underwriting by the Company. Notwithstanding any
         other provision of the Agreement, if the underwriter determines in good
         faith that marketing factors require a limitation of the number of
         shares to be underwritten, the number of shares that may be included in
         the underwriting shall be allocated, first, to the Company; second, to
         the Holder; third, to any shareholder of the Company on a pro rata
         basis. Notwithstanding the immediately prior sentence, no such
         reduction shall reduce the amount of securities of the Holder included
         in the registration below twenty-five percent (25%) of the total amount
         of securities included in such registration. In no event will shares of
         any other selling shareholder be included in such registration which
         would reduce the number of shares which may be included by the Holder
         without the written consent of the Holder. To the extent that any
         shares of the Holder are not included to any such underwritten
         offering, they shall nevertheless be included in the Registration
         Statement relating thereto but shall be precluded from public sale for
         such period of time after the commencement of the underwritten offering
         as shall be requested by the underwriter, but in no event for more than
         90 days after the comment of the underwritten offering.

3.   Registration Procedures.

     In connection with the Company's registration obligations hereunder, the
Company shall as expeditiously as reasonably possible:

     (a) Prepare and file with the Commission a Registration Statement on
         Form S-3 (or if the Company is not then eligible to register for resale
         the Registrable Securities on Form S-3 such registration shall be on
         another appropriate form in accordance herewith) and use commercially
         reasonable efforts to cause the Registration Statement to become
         effective and remain effective as provided herein; provided, however,
         that not less than five (5) Business Days prior to the filing of the
         Registration Statement or any related Prospectus or any amendment or
         supplement thereto, the Company shall, (i) furnish to the Holder and
         its Special Counsel copies of all such documents proposed to be filed,
         which documents (other than those incorporated or deemed to be
         incorporated by reference) will be subject to the review of such Holder
         and its Special Counsel, and (ii) cause its officers and directors,
         counsel and independent certified public accountants to respond to such
         inquiries as shall be necessary, in the reasonable opinion of Special
         Counsel to such Holder, to conduct a

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         reasonable investigation within the meaning of the Securities Act.

     (b) (i) Prepare and file with the Commission such amendments, including
         post-effective amendments, to the Registration Statement as may be
         necessary to keep the Registration Statement continuously effective as
         to the applicable Registrable Securities for the Effectiveness Period;
         (ii) cause the related Prospectus to be amended or supplemented by any
         required Prospectus supplement, and as so supplemented or amended to be
         filed pursuant to Rule 424 (or any similar provisions then in force)
         promulgated under the Securities Act; (iii) respond as promptly as
         reasonably possible to any comments received from the Commission with
         respect to the Registration Statement or any amendment thereto and as
         promptly as reasonably possible provide the Holders true and complete
         copies of all correspondence from and to the Commission relating to the
         Registration Statement; and (iv) comply in all material respects with
         the provisions of the Securities Act and the Exchange Act with respect
         to the disposition of all Registrable Securities covered by the
         Registration Statement during the applicable period in accordance with
         the intended methods of disposition by the Holder thereof set forth in
         the Registration Statement as so amended or in such Prospectus as so
         supplemented.

     (c) Notify the Holder of Registrable Securities to be sold and its Special
         Counsel as promptly as reasonably possible (and, in the case of (i)(A)
         below, not less than five (5) days prior to such filing) and (if
         requested by any such Person) confirm such notice in writing no later
         than three (3) Business Days following the day (i)(A) when a Prospectus
         or any Prospectus supplement or post-effective amendment to the
         Registration Statement is proposed to be filed; (B) when the
         Commission notifies the Company whether there will be a "review" of
         such Registration Statement and whenever the Commission comments in
         writing on such Registration Statement (the Company shall provide true
         and complete copies thereof and all written responses thereto to the
         Holder); and (C) with respect to the Registration Statement or any
         post-effective amendment, when the same has become effective; (ii) of
         any request by the Commission or any other Federal or state
         governmental authority for amendments or supplements to the
         Registration Statement or Prospectus or for additional information;
         (iii) of the issuance by the Commission of any stop order suspending
         the effectiveness of the Registration Statement covering any or all of
         the Registrable Securities or the initiation of any Proceedings for
         that purpose; (iv) if at any time any of the representations and
         warranties of the Company contained in any agreement (including any
         underwriting agreement) contemplated hereby ceases to be true and
         correct in all material respects; (v) of the receipt by the Company of
         any notification with respect to the suspension of the qualification or
         exemption from qualification of any of the Registrable Securities for
         sale in any jurisdiction, or the initiation or threatening of any
         Proceeding for such purpose; and (vi) of the occurrence of any event
         that makes any statement made in the Registration Statement or
         Prospectus or any document incorporated or deemed to be incorporated
         therein by reference untrue in any material respect or that requires
         any revisions to the Registration Statement, Prospectus or other
         documents so that, in the case of the Registration Statement or the
         Prospectus, as the case may be, it will not contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading.

     (d) Use commercially reasonable efforts to avoid the issuance of, or, if
         issued, obtain the withdrawal of (i) any order suspending the
         effectiveness of the Registration Statement, or (ii) any suspension of
         the qualification (or exemption from qualification) of any of the
         Registrable Securities for sale in any jurisdiction, at the earliest
         practicable moment.

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     (e) Furnish to the Holder and its Special Counsel, without charge, at least
         one conformed copy of each Registration Statement and each amendment
         thereto, including financial statements and schedules, and all exhibits
         to the extent requested by such Person (including those previously
         furnished or incorporated by reference) promptly after the filing of
         such documents with the Commission.

     (f) Promptly deliver to the Holder and its Special Counsel, without charge,
         as many copies of the Prospectus or Prospectuses (including each form
         of prospectus) and each amendment or supplement thereto as such Persons
         may reasonably request; and the Company hereby consents to the use of
         such Prospectus and each amendment or supplement thereto by the selling
         Holder in connection with the offering and sale of the Registrable
         Securities covered by such Prospectus and any amendment or supplement
         thereto.

     (g) Prior to any public offering of Registrable Securities, use
         commercially reasonable efforts to register or qualify or cooperate
         with the selling Holder and its Special Counsel in connection with the
         registration or qualification (or exemption from such registration or
         qualification) of such Registrable Securities for offer and sale under
         the securities or Blue Sky laws of such jurisdictions within the United
         States as the Holder requests in writing, to keep each such
         registration or qualification (or exemption therefrom) effective during
         the Effectiveness Period and to do any and all other acts or things
         necessary or advisable to enable the disposition in such jurisdictions
         of the Registrable Securities covered by a Registration Statement;
         provided, however, that the Company shall not be required to qualify
         generally to do business in any jurisdiction where it is not then so
         qualified or to take any action that would subject it to general
         service of process in any such jurisdiction where it is not then so
         subject or subject the Company to any material tax in any such
         jurisdiction where it is not then so subject.

     (h) Cooperate with the Holder to facilitate the timely preparation and
         delivery of certificates representing Registrable Securities to be
         delivered to a transferee pursuant to a Registration Statement, which
         certificates shall be free, to the extent permitted by applicable law,
         of all restrictive legends, and to enable such Registrable Securities
         to be in such denominations and registered in such names as the Holder
         may request at least two Business Days prior to any sale of Registrable
         Securities.

     (i) Upon the occurrence of any event contemplated by Section 3(c)(vi), as
         promptly as reasonably possible, prepare a supplement or amendment,
         including a post-effective amendment, to the Registration Statement or
         a supplement to the related Prospectus or any document incorporated or
         deemed to be incorporated therein by reference, and file any other
         required document so that, as thereafter delivered, neither the
         Registration Statement nor such Prospectus will contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein, in
         light of the circumstances under which they were made, not misleading.

     (j) Use its best efforts to cause all Registrable Securities relating to
         such Registration Statement to be listed on the Bulletin Board, Nasdaq
         SmallCap Market or any other market, if any, on which Common Stock are
         then listed.

     (k) Make available for inspection by the selling Holder and any attorney or
         accountant retained by such selling Holder, at the offices where
         normally kept, during reasonable business hours, all financial and
         other records, pertinent corporate documents and properties of the
         Company and its subsidiaries, and cause the officers, directors, agents
         and employees of the Company and its subsidiaries to supply all
         information in each case reasonably requested by any such

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          Holder, attorney or accountant in connection with the Registration
          Statement; provided, however, that any information that is determined
          in good faith by the Company in writing to be of a confidential nature
          at the time of delivery of such information shall be kept confidential
          by such Persons, unless (i) disclosure of such information is required
          by court or administrative order or is necessary to respond to
          inquiries of regulatory authorities; (ii) such information becomes
          generally available to the public other than as a result of a
          disclosure or failure to safeguard by such Person; or (iii) such
          information becomes available to such Person from a source other than
          the Company and such source is not known by such Person to be bound by
          a confidentiality agreement with the Company.

     (1)  Comply with all applicable rules and regulations of the Commission.

     (m)  The Company may require the selling Holder to furnish to the Company
          such information regarding the distribution of such Registrable
          Securities and the beneficial ownership of Common Stock held by such
          Holder as is required by law to be disclosed in the Registration
          Statement, and the Company may exclude from such registration the
          Registrable Securities of any such Holder who unreasonably fails to
          furnish such information within a reasonable time after receiving such
          request.

          If the Registration Statement refers to any Holder by name or
          otherwise as the holder of any securities of the Company, then such
          Holder shall have the right to require (if such reference to such
          Holder by name or otherwise is not required by the Securities Act or
          any similar Federal statute then in force) the deletion of the
          reference to such Holder in any amendment or supplement to the
          Registration Statement filed or prepared subsequent to the time that
          such reference ceases to be required.

          The Holder covenants and agrees that (i) it will not sell any
          Registrable Securities under the Registration Statement until it has
          received copies of the Prospectus as then amended or supplemented as
          contemplated in Section 3(f) and notice from the Company that such
          Registration Statement and any post-effective amendments thereto have
          become effective as contemplated by Section 3(c) and (ii) it and its
          officers, directors or Affiliates, if any, will comply with the
          prospectus delivery requirements of the Securities Act as applicable
          to it in connection with sales of Registrable Securities pursuant to
          the Registration Statement.

          The Holder agrees by its acquisition of such Registrable Securities
          that, upon receipt of a notice from the Company of the occurrence of
          any event of the kind described in Section 3(c)(ii), 3(c)(iii),
          3(c)(iv), 3(c)(v) or 3(c)(vi), such Holder will forthwith discontinue
          disposition of such Registrable Securities under the Registration
          Statement until such Holder's receipt of the copies of the
          supplemented Prospectus and/or amended Registration Statement
          contemplated by Section 3(i), or until it is advised in writing (the
          "Advice") by the Company that the use of the applicable Prospectus may
          be resumed, and, in either case, has received copies of any additional
          or supplemental filings that are incorporated or deemed to be
          incorporated by reference in such Prospectus or Registration
          Statement.

4.     Registration Expenses.

     All fees and expenses incident to the performance of or compliance with
this Agreement by the Company shall be borne by the Company and whether or not a
Registration Statement is filed or becomes effective and whether or not any
Registrable Securities are sold pursuant to a Registration Statement. The fees
and expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses) (A) with respect to filings required to be made with NASDAQ
or any subsequent market on which the Common Stock is then listed for trading,
and

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(B) in compliance with state securities or Blue Sky laws (including, without
limitation, fees and disbursements of its counsel) in connection with
qualifications or exemptions of the Registrable Securities, (ii) printing
expenses (including, without limitation, expenses of printing Registration
Statements and/or Prospectuses and certificates for Registrable Securities),
(iii) messenger, telephone and delivery expenses of the Company, (iv) fees and
expenses of all other Persons retained by the Company in connection with the
consummation of the transactions contemplated by this Agreement and (v)
reasonable attorneys fees and expenses incurred by the Holder in connection with
the review of the Registration Statement provided hereunder. In addition, the
Company shall be responsible for all of its internal expenses incurred in
connection with the consummation of the transactions contemplated by this
Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit, the fees and expenses incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder.

5.   Indemnification.

     (a) Indemnification by the Company. The Company shall, notwithstanding any
         termination of this Agreement, indemnify and hold harmless the Holder,
         the officers, directors, agents and employees of each of them, each
         Person who controls any such Holder (within the meaning of Section 15
         of the Securities Act or Section 20 of the Exchange Act) and the
         officers, directors, agents and employees of each such controlling
         Person, to the fullest extent permitted by applicable law, from and
         against any and all losses, claims, damages, liabilities, costs
         (including, without limitation, costs of preparation and reasonable
         attorneys' fees) and expenses (collectively, "Losses"), as incurred,
         arising out of or relating to any untrue or alleged untrue statement of
         a material fact contained in the Registration Statement, any Prospectus
         or any form of prospectus or in any amendment or supplement thereto or
         in any preliminary prospectus, or arising out of or relating to any
         omission or alleged omission of a material fact required to be stated
         therein or necessary to make the statements therein (in the case of any
         Prospectus or form of prospectus or supplement thereto, in light of the
         circumstances under which they were made) not misleading, except to the
         extent, but only to the extent, that such untrue statements or
         omissions are based solely upon information regarding such Holder
         furnished in writing to the Company by such Holder expressly for use
         therein, or to the extent that such information relates to such Holder
         or such Holder's proposed method of distribution of Registrable
         Securities and was reviewed and expressly approved in writing by such
         Holder expressly for use in the Registration Statement, such Prospectus
         or such form of Prospectus or in any amendment or supplement thereto.
         The Company shall notify the Holders promptly of the institution,
         threat or assertion of any Proceeding of which the Company is aware in
         connection with the transactions contemplated by this Agreement.

     (b) Conduct of Indemnification Proceedings. If any Proceeding shall be
         brought or asserted against any Person entitled to indemnity hereunder
         (an "Indemnified Party"), such Indemnified Party shall promptly notify
         the Person from whom indemnity is sought (the "Indemnifying Party") in
         writing, and the Indemnifying Party shall assume the defense thereof,
         including the employment of counsel reasonably satisfactory to the
         Indemnified Party and the payment of all fees and expenses incurred in
         connection with defense thereof; provided, that the failure of any
         Indemnified Party to give such notice shall not relieve the
         Indemnifying Party of its obligations or liabilities pursuant to this
         Agreement, except (and only) to the extent that it shall be finally
         determined by a court of competent jurisdiction (which determination is
         not subject to appeal or further review) that such failure shall have
         proximately and materially adversely prejudiced the Indemnifying Party.

         An Indemnified Party shall have the right to employ separate counsel
         in any such Proceeding

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          and to participate in the defense thereof, but the fees and expenses
          of such counsel shall be at the expense of such Indemnified Party or
          Parties unless: (1) the Indemnifying Party has agreed in writing to
          pay such fees and expenses; or (2) the Indemnifying Party shall have
          failed promptly to assume the defense of such Proceeding and to employ
          counsel reasonably satisfactory to such Indemnified Party in any such
          Proceeding; or (3) the named parties to any such Proceeding (including
          any impleaded parties) include both such Indemnified Party and the
          Indemnifying Party, and such Indemnified Party shall have been advised
          by counsel that a conflict of interest is likely to exist if the same
          counsel were to represent such Indemnified Party and the Indemnifying
          Party (in which case, if such Indemnified Party notifies the
          Indemnifying Party in writing that it elects to employ separate
          counsel at the expense of the Indemnifying Party, the Indemnifying
          Party shall not have the right to assume the defense thereof and such
          counsel shall be at the expense of the Indemnifying Party; provided,
          however, that the Indemnifying Party shall be responsible for the fees
          and expenses of one counsel for all such Indemnified Parties unless an
          Indemnified Party shall have been advised by counsel that a conflict
          of interest is likely to exist if the same counsel were to represent
          all such Indemnified Parties, in which case such Indemnified Party
          shall be permitted, at the expense of the Indemnifying Party, to
          employ separate counsel). The Indemnifying Party shall not be liable
          for any settlement of any such Proceeding effected without its written
          consent, which consent shall not be unreasonably withheld. No
          Indemnifying Party shall, without the prior written consent of the
          Indemnified Party, effect any settlement of any pending Proceeding in
          respect of which any Indemnified Party is a party, unless such
          settlement includes an unconditional release of such Indemnified Party
          from all liability on claims that are the subject matter of such
          Proceeding.

          All fees and expenses of the Indemnified Party (including reasonable
          fees and expenses to the extent incurred in connection with
          investigating or preparing to defend such Proceeding in a manner not
          inconsistent with this Section) shall be paid to the Indemnified
          Party, as incurred, within ten (10) Business Days of written notice
          thereof to the Indemnifying Party (regardless of whether it is
          ultimately determined that an Indemnified Party is not entitled to
          indemnification hereunder; provided that the Indemnifying Party may
          require such Indemnified Party to undertake to reimburse all such
          fees and expenses to the extent it is finally judicially determined
          that such Indemnified Party is not entitled to indemnification
          hereunder).

     (c)  Contribution. If a claim for indemnification under Section 5(a) or
          5(b) is unavailable to an Indemnified Party (by reason of public
          policy or otherwise), then each Indemnifying Party, in lieu of
          indemnifying such Indemnified Party, shall contribute to the amount
          paid or payable by such Indemnified Party as a result of such Losses,
          in such proportion as is appropriate to reflect the relative fault of
          the Indemnifying Party and Indemnified Party in connection with the
          actions, statements or omissions that resulted in such Losses as well
          as any other relevant equitable considerations. The relative fault of
          such Indemnifying Party and Indemnified Party shall be determined by
          reference to, among other things, whether any action in question,
          including any untrue or alleged untrue statement of a material fact or
          omission or alleged omission of a material fact, has been taken or
          made by, or relates to information supplied by, such Indemnifying
          Party or Indemnified Party, and the parties' relative intent,
          knowledge, access to information and opportunity to correct or prevent
          such action, statement or omission. The amount paid or payable by a
          party as a result of any Losses shall be deemed to include, subject to
          the limitations set forth in Section 5(c), any reasonable attorneys'
          or other reasonable fees or expenses incurred by such party in
          connection with any Proceeding to the extent such party would have
          been indemnified for such fees or expenses if the indemnification
          provided for in this Section was available to such party in accordance
          with its terms.

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<PAGE>

          The parties hereto agree that it would not be just and equitable if
          contribution pursuant to this Section 5(d) were determined by pro rata
          allocation or by any other method of allocation that does not take
          into account the equitable considerations referred to in the
          immediately preceding paragraph. Notwithstanding the provisions of
          this Section 5(d), no Holder shall be required to contribute, in the
          aggregate, any amount in excess of the amount by which the proceeds
          actually received by such Holder from the sale of the Registrable
          Securities subject to the Proceeding exceeds the amount of any damages
          that such Holder has otherwise been required to pay by reason of such
          untrue or alleged untrue statement or omission or alleged omission. No
          Person guilty of fraudulent misrepresentation (within the meaning of
          Section 11(f) of the Securities Act) shall be entitled to contribution
          from any Person who was not guilty of such fraudulent
          misrepresentation.

          The indemnity and contribution agreements contained in this Section
          are in addition to any liability that the Indemnifying Parties may
          have to the Indemnified Parties.

6.   Miscellaneous.

     (a)  Remedies. In the event of a breach by the Company or by the Holder, of
          any of their obligations under this Agreement, the Holder or the
          Company, as the case may be, in addition to being entitled to exercise
          all rights granted by law and under this Agreement, including recovery
          of damages, will be entitled to specific performance of its rights
          under this Agreement. The Company and the Holder agree that monetary
          damages would not provide adequate compensation for any losses
          incurred by reason of a breach by it of any of the provisions of this
          Agreement and hereby further agrees that, in the event of any action
          for specific performance in respect of such breach, it shall waive the
          defense that a remedy at law would be adequate. So long as the Company
          uses commercially reasonable efforts to cause the Registration
          Statement to become effective and remain effective as agreed in
          Section 3(a) hereof, Holder shall have no right to claim, and does
          hereby waive any claim, for any damages or other remedy for any delay
          or failure of the Commission to declare the Registration Statement
          effective.

     (b)  Amendments and Waivers. The provisions of this Agreement, including
          the provisions of this sentence, may not be amended, modified or
          supplemented, and waivers or consents to departures from the
          provisions hereof may not be given, unless the same shall be in
          writing and signed by the Company and the Holder.

     (c)  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 City 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 City time) on any date and
          earlier than 11:59 p.m. (New York City time) on such date; 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:

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<PAGE>

         If to the Company:  Neurotech Development Corporation
                             45 Orchard Street
                             Manhasset, NY 11030
                             Facsimile: 516-869-9667
                             Attention: Bernard Artz

         If to Buyer, to its address in the Consulting Agreement.

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

         If to any other Person who is then the registered Holder:

         To the address of such Holder as it appears in the stock transfer books
         of the Company or such other address as may be designated in writing
         hereafter, in the same manner, by such Person.

     (d) Successors and Assigns. This Agreement shall inure to the benefit of
         and be binding upon the successors and permitted assigns of each of the
         parties and shall inure to the benefit of the Holder. The Company may
         not assign its rights or obligations hereunder without the prior
         written consent of each Holder.

     (e) Counterparts. This Agreement may be executed in any number of
         counterparts, each of which when so executed shall be deemed to be an
         original and, all of which taken together shall constitute one and the
         same Agreement. In the event that any signature is delivered by
         facsimile transmission, such signature shall create a valid binding
         obligation of the party executing (or on whose behalf such signature is
         executed) the same with the same force and effect as if such facsimile
         signature were the original thereof.

     (f) Governing Law. This Agreement shall be governed by and construed and
         enforced in accordance with the internal laws of the State of New York
         without regard to the principles of conflicts of law thereof.

     (g) Cumulative Remedies. The remedies provided herein are cumulative and
         not exclusive of any remedies provided by law.

     (h) Severability. If any term, provision, covenant or restriction of this
         Agreement is held by a court of competent jurisdiction to be invalid,
         illegal, void or unenforceable, the remainder of the terms, provisions,
         covenants and restrictions set forth herein shall remain in full force
         and effect and shall in no way be affected, impaired or invalidated,
         and the parties hereto shall use their reasonable efforts to find and
         employ an alternative means to achieve the same or substantially the
         same result as that contemplated by such term, provision, covenant or
         restriction. It is hereby stipulated and declared to be the intention
         of the parties that they would have executed the remaining terms,
         provisions, covenants and restrictions without including any of such
         that may be hereafter declared invalid, illegal, void or unenforceable.

     (i) Headings. The headings in this Agreement are for convenience of
         reference only and shall not limit or otherwise affect the meaning
         hereof.

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<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.

                               NEUROTECH DEVELOPMENT CORPORATION

                               By: /s/ Bernard Artz
                                  --------------------------------------
                                  Name:  Bernard Artz
                                  Its:   Chairman & CFO

                               WELLINGTON CAPITAL CORPORATION

                               By: /s/ Marc Sharinn  /s/ Colm O. Wrynn
                                  --------------------------------------
                                  Name:  Marc Sharinn/Colm O. Wrynn
                                  Title: President   /Secretary/Treasurer

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