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                              INVESTMENT AGREEMENT


INVESTMENT AGREEMENT dated July 30, 1998 ("AGREEMENT") by and between PIONEER
VENTURES ASSOCIATES LIMITED PARTNERSHIP, a Connecticut limited partnership with
offices at 651 Day Hill Road, Windsor, Connecticut 06095 ("PIONEER VENTURES"),
AND NEUROCORP, LTD., a Nevada corporation with offices at 150 White Plains Road,
Tarrytown, New York 10591 (the "COMPANY").

         WHEREAS, the Company desires to obtain funds to finance its operations
and products, market certain development efforts, develop memory centers and
engage in clinical research studies pertaining to the human brain and memory
function.

         WHEREAS, Pioneer Ventures desires to provide funds to the Company for
such purposes on the terms and conditions set forth below.

         NOW THEREFORE, in consideration of the investment to be made, mutual
benefits to be derived hereby and the representations, warranties, covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and Pioneer
Ventures agree as follows:

                      ARTICLE I. SALE AND TRANSFER OF STOCK

     1.1 SERIES C SENIOR CONVERTIBLE PREFERRED STOCK. (a) Upon the terms and 
subject to the conditions hereinafter set forth, at the various closings (as 
hereinafter defined and set forth), the Company shall issue, sell, transfer 
and deliver to Pioneer Ventures an aggregate of one million five hundred 
thousand (*1,500,000*) shares of the Company's Series C Senior Convertible 
Preferred Stock, $.001 par value (the "PREFERRED STOCK") at the Purchase 
Price set forth in Section 1.2 hereof; the Preferred Stock shall have the 
terms and be issued subject to the conditions as set forth herein and in the 
Series C Certificate of Designation to be filed and recorded with the 
Secretary of State of the State of Nevada upon the occurrence of the First 
Closing as set forth below. (b) At the first closing ("FIRST CLOSING") on 
July __ 1998, the Company shall issue, sell, transfer and deliver to Pioneer 
Ventures three hundred thirty-three thousand three hundred thirty-three 
(*333,333*) shares of Preferred Stock upon payment of the Purchase Price 
therefor and satisfaction of the conditions contemplated herein. (c) At the 
second closing ("SECOND CLOSING") which shall not occur prior to 


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the hire and commencement of full time service of a chief executive officer
which hiring shall be made by the reconstituted board of directors and shall be
approved in writing by Pioneer Ventures (the "CEO-TO-BE-HIRED"), as well as
completion of the Milestones for such closing set forth in Section 1.13 hereof,
the Company shall issue, sell, transfer and deliver to Pioneer Ventures three
hundred thirty-three thousand three hundred thirty-four (*333,334*) shares upon
payment of the Purchase Price therefor and satisfaction of the conditions
contemplated herein. (d) At one or more subsequent closings ("SUBSEQUENT
CLOSINGS"), the Company shall issue, sell, transfer and deliver to Pioneer
Ventures an additional eight hundred thirty-three thousand three hundred
thirty-three (*833,333*) shares of Preferred Stock upon payment of the Purchase
Price therefor and satisfaction of the conditions contemplated herein and upon
the conditions to be determined in accordance herewith as well as completion of
the Milestones for such closing set forth in Section 1.13 hereof. (e) At the
First Closing, the Company shall reserve one million one hundred sixty-six
thousand six hundred sixty-six (*1,166,666*) shares to be delivered in whole or
in part at the Second Closing and at the Subsequent Closings. (f) Upon sale and
issuance to Pioneer Ventures each share of Preferred Stock shall be free and
clear of all manner of liens, pledges, encumbrances, charges and claims thereon.
Certificates evidencing the Preferred Stock shall be delivered by the Company to
Pioneer Ventures at the Closing. Such certificates shall also be accompanied by
evidence satisfactory to Pioneer Ventures of the Company's payment of any
applicable transfer and franchise taxes. Said stock will not be issued in a
transaction registered with the U.S. Securities and Exchange Commission
("COMMISSION") and shall, therefore, be restricted from resale to the public.
The Preferred Stock Certificate shall be in the form annexed hereto as EXHIBIT
1.1.

     1.2 PURCHASE PRICE AND PAYMENT AND TIMING. The Purchase Price for the 
Preferred Stock to be sold to Pioneer Ventures pursuant to this Investment 
Agreement shall be three ($3.00) dollars per share. Upon the occurrence and 
consummation of the First Closing, and in consideration therefor, Pioneer 
Ventures shall pay the Company at that Closing, in cash, by wire transfer or 
by check, the sum of one million ($1,000,000.00) dollars as full 
consideration for its subscription therefor; (b) upon the occurrence and 
consummation of the Second Closing, if it is so consummated, and in 
consideration therefor, Pioneer Ventures shall pay the Company at that 
Closing, in cash, by 


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wire transfer or by check, the sum of one million ($1,000,000.00)
dollars as full consideration for its subscription therefor; and (c) upon the
occurrence and consummation of all of the Subsequent Closings, if it is so
consummated, and in consideration therefor, Pioneer Ventures shall pay the
Company at that Closing, in cash, by wire transfer or by check, the sum of two
million five hundred thousand ($2,500,000.00) dollars as full consideration for
its subscription therefor. See Section 1.13 and Article VII for the requirements
of each closing.

     1.3 CONVERTIBLE INTO COMMON. Each share of Preferred Stock shall be 
convertible at the option of the holder into one (1) share of the Common 
Stock of the Company, $.01 par value (the "COMMON STOCK") at any time and 
from time-to-time. The number of shares of Common Stock issuable upon 
conversion of the Preferred Stock will be subject to adjustment in certain 
circumstances upon any recapitalizations, including but not limited to stock 
splits, readjustments or reclassifications, to protect against dilution, as 
set forth in more detail in Section 1.7 hereof.

     1.4 CUMULATIVE DIVIDEND. Holders of the Preferred Stock shall also be 
entitled to an eight (8%) percent cumulative quarterly cash dividend, payable 
quarterly in arrears calculated on a 360-day year consisting of twelve 30-day 
months, and payable immediately out of the assets of the Company legally 
available therefor. The Preferred Stock dividend shall be paid before any 
dividend shall be set apart or paid on the Common Stock for such quarter. If 
less than the full preferential dividend is paid (as a partial payment or if 
no dividend is paid) to the holders of the Preferred Stock in any quarter, 
the unpaid amount shall accumulate and be added to the preferential dividends 
due in any subsequent quarter, in which case such unpaid amounts shall be 
paid first and the newly accrued dividends of the then current quarter, to 
the extent are unpaid, shall accumulate until paid. No dividends shall be 
paid to the holders of the Common Stock if any dividends are unpaid on the 
Preferred Stock. Upon Pioneer Ventures' consent the dividends may be paid, in 
whole or in part, by the issuance of additional shares of Series C Preferred 
Stock upon the same terms as cash dividends payable hereunder except at an 
interest rate of 13%. In addition, if there is a Dividend Arrearage an 
Additional Dividend shall be calculated using, as one factor, the Liquidation 
Preference.


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     1.5 LIQUIDATION. In cases of the voluntary or involuntary liquidation,
dissolution or winding up of the Company, holders of shares of the Preferred
Stock shall be entitled to receive a liquidation preference equal to ten (10)
dollars per share (the "LIQUIDATION PREFERENCE") and subject to the adjustments
as provided in this section, plus an amount equal to any accrued and unpaid
dividends to the payment date, before any payment or distribution is made to the
holders of Common Stock. Neither a consolidation or merger of the Company with
another corporation nor a sale or transfer of all or part of the Company's
assets for cash, securities or other property will be considered a liquidation,
dissolution or winding up of the Company, provided that all accrued but unpaid
dividends on the Preferred Stock will be due and paid upon the occurrence of
such event or upon the public offering of the Company's securities.

     1.6 RESERVATION OF SHARES; SHARES TO BE FULLY PAID. As of the date hereof, 
the Company has reserved, free from preemptive rights, out of its authorized 
but unissued shares of Common Stock, or out of shares of Common Stock held in 
its treasury, sufficient shares to provide for the conversion of the 
Preferred Stock. Before taking any action which would cause an adjustment 
reducing the conversion value below the then par value, if any, of the shares 
of Common Stock issuable upon conversion of the Preferred Stock, the Company 
shall promptly take all corporate action which may be necessary in order that 
the Company may validly and legally issue shares of such Common Stock at such 
adjusted conversion price. The Company covenants that all shares of Common 
Stock which may be issued upon conversion of the Preferred Stock will upon 
issue be fully paid and nonassessable.

     1.7 ANTI-DILUTION RIGHTS. In order to allow the holders of the Preferred 
Stock to maintain their PRO RATA share of the Company's capital stock on a 
fully diluted basis, except as set forth in the next sentence of this 
Section 1.7 and solely with respect to this Section 1.7, the holders of the 
Preferred Stock shall be entitled, as of right, to purchase or subscribe for 
PRO RATA any stock of the Company to be issued by reason of an increase of 
the authorized stock of the Company or the creation a new class of 
securities, and the issuance of such securities (collectively referred to as 
"NEW SECURITIES"). The anti-dilution rights set forth hereinabove shall not 
be applicable to (i) currently authorized but 


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unissued securities of the Company, (ii) securities issued to employees,
consultants or directors of the Company pursuant to any stock option plan or
stock purchase or stock bonus arrangement approved by the Board of Directors, up
to a maximum amount as provided in Section 6.5, (iii) securities offered to the
public pursuant to a registration statement filed pursuant to the Securities
Act, and (iv) securities issued pursuant to an acquisition of another
corporation by the Company by merger, purchase of all or substantially all of
the assets or other reorganization whereby the Company owns not less than
fifty-one (51%) percent of the voting stock of such corporation.

     (a)   NOTICE AND EXERCISE OF ANTI-DILUTION RIGHTS. In the event the Company
     proposes to issue New Securities, it shall give the holders of the
     Preferred Stock written notice of its intention, describing the type of New
     Securities, the price and general terms upon which the Company proposes to
     issue the same. In exercising such anti-dilutive rights, the holders of the
     Preferred Stock shall be given thirty (30) days from the receipt of such
     notice to agree to purchase or subscribe for such New Securities, at the
     same price and on the same terms, in the proportion that the number of
     shares of Common Stock that underlies the Preferred Stock, if converted,
     bears to the sum of (1) the total number of shares of Common Stock issued
     and outstanding and (2) the number of such underlying shares.

     (b)   OVER-ALLOTMENT. The holders of the Preferred Stock shall have the 
     right of over-allotment such that, in the event other holders having anti-
     dilutive rights fail to exercise such right to purchase all of the New 
     Securities, the remaining holders of the Preferred Stock may purchase the
     non-purchasing holders' New Securities not so purchased, on a PRO RATA
     basis, based upon the respective fully diluted Common Stock ownership in
     the Company of each such remaining holder of Preferred Stock, within ten
     (10) days from the date the non-purchasing holders fail to exercise their
     rights hereunder. The holders of the Preferred Stock shall be required to
     commit in writing, at the time they exercise their anti-dilution rights,
     the maximum amount of over-allotment shares they agree to purchase, if any
     become available.

     1.8 PERCENTAGE OF FULLY DILUTED SHARES. The shares of Preferred Stock to be
delivered 


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by the Company to Pioneer Ventures as set forth above shall, if converted,
constitute two and seventy-one thousandths (2.71%) percent of the fully diluted
issued and outstanding Common Stock of the Company as of the Closing Date, as
hereinafter defined. The term "FULLY DILUTED" as used in this Agreement shall
mean the number of shares of the Common Stock of the Company to be outstanding
upon the exercise or conversion of all warrants, options or other securities
convertible into the Common Stock of the Company outstanding as of the Closing
Date, including the Preferred Stock to be issued on the Closing Date.

     1.9 VOTING RIGHTS AND PROHIBITIVE COVENANTS. The Preferred Stock shall have
full voting rights and shall be voted together with the Common Stock as one 
class, each share to entitle the holder thereof to the number of votes equal 
to the number of shares of Common Stock into which it is convertible on the 
appropriate record date. So long as any of the Preferred Stock is 
outstanding, the Company shall not without the affirmative vote or consent of 
the holders of a majority of all outstanding shares of the Preferred Stock 
voting separately as a class (i) amend, alter or repeal any provision of the 
Certificate of Incorporation or the bylaws of the Company so as to adversely 
affect the relative rights, preferences, qualifications, limitations or 
restrictions of the Preferred Stock, (ii) authorize or issue any additional 
equity securities of the Company or any subsidiaries, however such consent 
shall not be unreasonably withheld, (iii) approve any merger, consolidation, 
compulsory share exchange or sale of assets to which the Company is a party, 
however such consent shall not be unreasonably withheld, (iv) repurchase or 
redeem any equity securities or pay dividends or other distributions on any 
equity securities, except as provided for the Preferred Stock, (v) liquidate, 
dissolve, recapitalize or reorganize the Company, (vi) guarantee 
indebtedness, directly or indirectly, of other persons, (vii) effect any 
fundamental changes in the nature of the Company's business, including but 
not limited to acquiring or investing in another business entity, and (viii) 
approve the sale or transfer of intangible or intellectual property, other 
than the issuance of licenses in the ordinary course of business.

     1.10     VOTING AGREEMENTS CONCERNING DIRECTORS.

     (a) GENERALLY. Effective immediately prior to or concurrently with the
     First Closing, two 


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         (2) nominees of Pioneer Ventures, James M. Coady and Dr. Paul Lerman,
         shall each be elected a director of the Company for successive
         one-year terms. So long as Pioneer Ventures shall own any Preferred
         Stock or Common Stock, the Company shall nominate and include in the
         list of candidates for directors recommended by the Board of
         Directors, and use its best efforts to have elected two nominees of
         Pioneer Ventures. At or prior to the First Closing, the board of
         directors shall be reconstituted so that five (5) board members shall
         be elected, of which the Company's "CEO-to-be-hired" shall be entitled
         to one board seat, the Company shall be entitled to select nominees to
         two board seats, and Pioneer Ventures shall be entitled to select
         nominees to two board seats, all subject to Section 1.10(b) hereof. In
         furtherance of the foregoing, Turan M. Itil, Kurt Z. Itil, Eleonore
         Itil, I. Ronald Horowitz, Pierre Le Bars, Aileen Kunitz, Richard Katz,
         Emin Eralp, Joseph DioGuardi, and Yasmin Itil Le Bars, or any trustees
         (collectively "PRINCIPAL SHAREHOLDERS") holding the voting rights to
         their shares, shall simultaneously execute and deliver to Pioneer
         Ventures a Voting and Shareholders Agreement confirming the terms of
         Sections 1.10 and 6.4 hereof.

         (b) ADDITIONAL NOMINEES OF PIONEER VENTURES ON DEFAULT. In the event
         that the Company shall default in the due and punctual payment of any
         installment of the cumulative dividends on the Preferred Stock when and
         as the same shall become due and payable and such default shall
         continue for 30 days, in addition to the other remedies available to
         Pioneer Ventures, the Company shall nominate, and use its best efforts
         to have promptly elected or appointed such number of individuals as
         shall, when added to the two directors referred to in Section 1.10(a),
         be a sufficient number of nominees to the board which nominees are
         selected by Pioneer Ventures to constitute a majority of the total
         number of directors of the board of directors of the Company for so
         long thereafter as Pioneer Ventures shall own any Preferred Stock or
         Common Stock. To facilitate the foregoing, the Company has,
         concurrently with the execution hereof, amended its by-laws in a manner
         satisfactory to Pioneer Ventures. The Company hereby covenants it shall
         not change such amended provision of its by-laws without Pioneer
         Ventures' prior written consent. Failure to obtain such prior written
         consent to any such change shall constitute an additional Event of
         Default 


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         under the Preferred Stock.

     1.11 TRANSFER AGENT. The Company agrees to engage and charge the transfer 
agent for the Common Stock as and with the duties of the transfer agent and 
registrar of the Class C Preferred Stock. However, should the Company desire, 
it may select Continental Stock Transfer Company as the transfer agent and 
registrar for the preferred stock.

     1.12 USE OF PROCEEDS.

A.       FIRST CLOSING

The proceeds from the First Closing shall be applied and used to:

(i)      prepare, develop and open the "Signature Memory Center" in New York
         City and expend no more than $200,000 to accomplish such opening;

(ii)     support the Company's operations in its contract research services
         currently conducted by its Subsidiary, HZI, and expend no more than
         $100,000;

(iii)    pay certain accounts payable in accord with the approximately $509,200
         July 15, 1998 combined accounts payable listing of the Company and its
         Subsidiaries, provided however, Dr. Jeffrey Blau or a representative of
         Ventures Management Partners LLC shall approve such payments before the
         payments are made, including the settlements required under Sections
         7.10, 7.11 and 7.12;

(iv)     pay the costs of the Closing; and

(v)      add the balance to the Company's working capital.

B.       SECOND CLOSING
The proceeds of the Second Closing shall be used to:

(i)      hire a Chief Financial Officer and re-engineer the financial systems;
         the maximum amount of proceeds from the Second Closing which may be
         allocated to this use is $30,000;

(ii)     pursue and secure new contract research business; the maximum amount of
         proceeds from the Second Closing which may be allocated to this use is
         $30,000;

(iii)    cover on-going marketing support/advertising to support and expand the
         patient base of the Signature Center; the maximum amount of proceeds
         from the Second Closing which may be allocated to this use is $40,000;


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(iv)     cover on-going operation expenses of NeuroCorp for the three months
         following the Second Closing; the maximum amount of proceeds from the
         Second Closing which may be allocated to this use is $300,000;

(v)      additional monies to be applied as defined by NeuroCorp's business
         plan, which plan is to be developed by the new CEO and approved by
         PVALP.

C.       SUBSEQUENT CLOSINGS

The proceeds from the Subsequent Closings shall be applied and used as shall be
defined in the Business Plan to be developed by the CEO-to-be-hired, which
Business Plan is subject to approval by Pioneer Ventures. Pioneer Ventures may
require modifications to the Business Plan.

1.13     CONDITIONS PRECEDENT TO CLOSING.

A.       FIRST CLOSING

In addition to the conditions precedent in Article VII, the conditions precedent
which shall be required to be completed by the Company prior to Pioneer Ventures
agreeing to consummate the First Closing are:

(a)      the salary and wages of the Company on an  annualized  basis shall be 
         reduced a MINIMUM of 20% as compared with the aggregate salary and
         wages paid or payable, on an annualized basis, at March 31, 1998. The
         calculation of the 20% salary and wage reduction shall be exclusive of
         reductions of tax obligations of the Company (E.G. FICA, Social
         Security, etc.), fringe benefits or perks afforded to employees (E.G.
         health insurance contribution obligations of the Company, automobile
         allowances, bonuses, expense allowances, ETC.), or other Company
         expenditures pertaining to employees; such calculation shall not
         include the salary of the CEO-to-be-hired. The Company shall document
         and certify such expense reduction prior to the Closing. The Company
         shall maintain such reduced payroll amounts until at least the Company
         shall become cash flow positive; such reductions shall not be
         deferred, accrued or paid subsequently. New employment contracts shall
         be entered into for the Company's key employees. Such contracts shall
         be acceptable to Pioneer Ventures in form and substance. All
         previously existing employment contracts shall be cancelled and voided
         prior to Closing without penalty, liability or giving rise to any
         early termination benefit or other claim whatsoever.

(b)      the Company shall be actively pursuing new research contracts.


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(c)      the Company shall become cash flow positive as soon as is practicable
         consistent with the Business Plan to be generated with the
         CEO-to-be-hired.

(d)      the market  price of the  Company's  Common  Stock  having a closing 
         bid price of no less than $5.00 for a period of thirty (30)
         consecutive calendar days within five (5) calendar days of closing.
         AND

 (e)     continuing compliance with and satisfaction of the terms and conditions
         of this Agreement, and the Voting and Shareholders Agreement by the
         Company and the Principal Shareholders.

B.       SECOND CLOSING

The conditions precedent which shall be required to be completed by the Company
prior to Pioneer Ventures agreeing to consummate the Second Closing are:

(a)      the hiring and commencement of full-time service of a CEO-to-be-hired,
         which CEO shall be acceptable to Pioneer Ventures.

(b)      the Company shall document and certify its reduced payroll expenses
         prior to the First Closing, document and certify that the Company has
         maintained such reduced payroll levels since the First Closing and that
         such reductions have not been deferred, accrued or paid subsequently.

(c)      the Company shall be in the process of securing new commitments for its
         contract research services and shall document its progress to the
         satisfaction of Pioneer Ventures.

(d)      the Company shall have begun to implement new methods as to its
         financial viability with the specific purpose and intent to become cash
         flow positive as soon as is practicable.

(e)      the market price of the Company's Common Stock shall have a closing bid
         price of no less than $5.00 for a period of thirty (30) consecutive
         calendar days within five (5) calendar days of closing.

(f)      the Preferred Stock shall not be in default and all dividends due
         thereunder shall have been paid in full to Pioneer Ventures.

(g)      Accounting expenses shall be reduced so that its independent auditor
         shall be paid an annualized rate of $25,000. Further, the Company is
         authorized to hire a financial controller and a bookkeeper at annual
         salaries of $75,000 and $55,000 respectively. All other material
         accounting or bookkeeping expenses shall be eliminated.

(h)      such other terms and conditions required in good faith by the General 
         Partner of Pioneer Ventures.  And


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(i)      the performance of the conditions precedent set forth in Article VII
         hereof, and the continuing compliance with and satisfaction of the
         terms and conditions of this Agreement, and the Voting and Shareholders
         Agreement by the Company and the Principal Shareholders.



C.       SUBSEQUENT CLOSINGS

Pioneer Ventures shall invest, in its sole discretion, up to an additional two
million five hundred thousand ($2,500,000) dollars provided that the Business
Plan to be developed and written, as is then modified, is approved by Pioneer
Ventures. The investment of the $2,500,000 shall be made in one or more
increments where each increment shall be no less than $250,000 and shall be
applied against specific milestones contained in the Business Plan. The
Milestones which, at a minimum, shall be required to be completed prior to
Pioneer Ventures agreeing to consummate the Subsequent Closing(s) are:

(a)      the  completion of a Business Plan prepared by the CEO-to-be-hired,  
         and approved by the General Partner of Pioneer Ventures,

(b)      the completion and full operation of the Signature Memory Center as
         defined in the Business Plan, and the completion and full operation of
         at least two (2) other memory centers as defined in the Business Plan,

(c)      the Company shall have secured contracts for clinical research to
         generate gross revenues (excluding pass-through expenses) of $1,000,000
         no later than December 31, 1998,

(d)      the market price of the Company's Common Stock having a closing bid
         price of no less than $5.00 for a period of six (6) consecutive months
         within five (5) days of each subsequent closing.

(e)      the Preferred Stock shall not be in default and all dividends due 
         thereunder shall have been paid,

(f)      the Company shall maintain the 20% reduced payroll amounts required
         under ss.1.13(a) hereof until at least the Company shall become cash
         flow positive for a minimum period of three (3) consecutive months;
         such reductions shall not be deferred, accrued or paid subsequently;
         all increases in salary or wages by more than five (5%) percent per
         employee or more than ten (10%) of total payroll shall be approved in
         writing by Pioneer Ventures prior to implementing such increase.


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(g)      Accounting expenses shall be maintained at the levels required by 
         Section.1.13(g) No other material accounting or bookkeeping expenses 
         shall be permitted without the prior approval of Pioneer Ventures. And

(h)      such other terms and conditions required in good faith by the General
         Partner of Pioneer Ventures.

(i)      if the Company is not cash flow positive after December 31, 1998 and
         fails to remain cash flow positive on a quarter-to-quarter to basis
         thereafter, Pioneer Ventures shall have the right to nominate a
         majority of the board of directors of the Company.

(j)      the performance of the conditions precedent set forth in Article VII
         hereof, and the continuing compliance with and satisfaction of the
         terms and conditions of this Agreement, and the Voting and Shareholders
         Agreement by the Company and the Principal Shareholders.

D. INTERIM MILESTONES

(a) The milestones for the first 3 months following the hiring of the new CEO
are:

     i)   develop a Strategic Plan for the Company which plan shall be subject
          to approval by Pioneer Ventures;

     ii)  develop a business plan for a minimum of one year (which plan shall be
          acceptable to Pioneer Ventures; and

     iii) define and develop the management team of the Company and support
          personnel, including responsibilities and expectations associated with
          each position.


                         ARTICLE II. REGISTRATION RIGHTS

     2.1 DEMAND REGISTRATION. The Company agrees that promptly upon the request 
of Pioneer Ventures or its assigns (the "HOLDERS"), for so long as such 
Holders in the aggregate, are holders of ten (10%) percent or more of the 
Preferred Stock or Common Stock ("INITIATING HOLDERS"), on one (1) occasion, 
shall, at the Company's sole cost and expense, use its best efforts to cause 
any or all of the Preferred Stock and/or the underlying securities issuable 
upon conversion of the Preferred Stock (collectively the "REGISTRABLE 
SECURITIES"), to be the subject of an appropriate Registration Statement, so 
as to enable the Initiating Holders to publicly offer without restriction 
such securities. Upon receipt of a written request by the Initiating Holders, 
the Company will 


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promptly give written notice of the proposed registration to all other Holders
and as soon as practicable, use its diligent best efforts to effect such
registration with the Commission (including, without limitation, the execution
of an undertaking to file post-effective amendments, appropriate qualification
filings under applicable state securities (blue sky) laws and appropriate
compliance with applicable regulations issued under the 1933 Act). The Company
shall file such registration statement pursuant to the Securities Act of 1933,
as amended (the "1933 ACT") to register the Registrable Securities for resale.
The Company shall use its best efforts to cause such registration statement to
become and remain effective (including the taking of such steps as are
reasonably necessary to obtain the removal of any stop order) on a timely basis.

     2.2 PIGGYBACK REGISTRATION. (a) So long as Pioneer Ventures or its assigns 
are the holders of Preferred Stock or Common Stock, if the Company shall 
register any of its securities for sale pursuant to any appropriate 
Registration Statement under the 1933 Act, the Company shall be required to 
offer the Holders the opportunity to register any or all the Registrable 
Securities, without cost to the Holders thereof. In connection with these 
piggy-back registration rights, the Company shall give all of the Holders of 
such securities notice by certified mail at least thirty (30) business days 
prior to the filing of such Registration Statement under the Act. The Holders 
shall then have twenty-five (25) days to elect to include all or a portion of 
its Registrable Securities for sale in the Registration Statement. (b) The 
registration requirement shall not apply to a Registration Statement filed by 
the Company pursuant to Form S-8 or S-4 with the sole and express purpose of 
registering shares for employees or for stock incentive plans, or any other 
inappropriate form. (c) If the registration of which the Company gives notice 
is for a registered public offering involving an underwriting, the Company 
will so advise the Holders. In such event, these registration rights shall be 
conditioned upon such Holder's participation in such underwriting and the 
inclusion of such Holder's Registrable Securities in the underwriting to the 
extent provided herein. All Holders proposing to distribute their securities 
through such underwriting shall enter into an underwriting agreement in 
customary form with the underwriter selected by the Company. In the event 
that the lead or managing underwriter in its good faith judgment determines 
that material adverse market factors require a limitation on the number of 
shares to be underwritten, the underwriter may limit 


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the number of Registrable Securities. In such event, the Company shall so advise
all holders of securities requesting registration, and the number of shares of
securities that are entitled to be included in the registration and underwriting
shall be allocated PRO RATA among all Holders and other participants in
proportion, as nearly as practicable, to the respective amounts of Registrable
Securities and other securities which they had requested to be included in such
registration statement at the time of filing the registration statement. If any
Holder disapproves of the terms of any such underwriting, he may elect to
withdraw therefrom by written notice to the Company and the underwriter,
provided such notice is delivered within 60 days of full disclosure of such
terms to such Holder, without thereby affecting the right of such Holder to
participate in subsequent offerings hereunder.

     2.3 REGISTRATION COVENANTS. In the case of each registration effected by
the Company pursuant to this Article II, the Company will keep each Holder
advised in writing as to the initiation of each registration and as to the
completion thereof. At its expense, the Company will:

     (i)  Keep such registration effective for a minimum period of 270 days or
     until the Holder or Holders have completed the distribution described
     in the registration statement relating thereto, whichever first
     occurs; PROVIDED, HOWEVER, that in the case of any registration of
     Registrable Securities on Form S-3 which are intended to be offered on
     a continuous or delayed basis, such 270 day period shall be extended,
     if necessary, to keep the registration statement effective until all
     such Registrable Securities are sold, provided that Rule 415, or any
     successor rule under the Securities Act, permits an offering on a
     continuous or delayed basis, and provided further that applicable
     rules under the Securities Act governing the obligation to file a
     post-effective amendment, permit, in lieu of filing a post-effective
     amendment which (1) includes any Prospectus required by Section
     10(a)(3) of the Securities Act, or (2) reflects facts or events
     representing a material or fundamental change in the information set
     forth in the registration statement, the incorporation by reference of
     information required to be included in (1) and (2) above to be
     contained in periodic 


<PAGE>
Page 15


     reports filed pursuant to Section 13 or 15(d) of the Exchange Act in
     the registration statement;

     (ii) Furnish such number of prospectuses and other documents incident
     thereto as a Holder from time to time may reasonably request; and

     (iii) In connection with any underwritten offering, the Company and the
     Holders will enter into any underwriting agreement reasonably
     necessary to effect the offer and sale of Registrable Securities,
     provided such agreement contains customary underwriting provisions and
     provided further that if the underwriter so requests the underwriting
     agreement will contain customary contribution provisions.

     2.4 BLUE SKY REGISTRATION. The Company will use its best efforts to 
register or qualify the Registrable Securities covered by any registration 
statement under the 1933 Act and under such securities or blue sky laws in 
such jurisdictions within the United States as Pioneer Ventures may 
reasonably request; PROVIDED, HOWEVER, that the Company reserves the right, 
in its sole discretion, not to register or qualify such shares of Common 
Stock in any jurisdiction in which such shares of Common Stock do not satisfy 
the requirements of such jurisdiction or in which the Company would be 
required to qualify as a foreign corporation to do business in such 
jurisdiction and is not so qualified therein. The Company covenants that 
notwithstanding the above, that it shall, at a minimum, register or qualify 
the Registrable Securities in the States of Connecticut and New York.

     2.5 DEREGISTRATION. In the event the Company has not sold all of the 
Registrable Securities included in the registration statement or prior to the 
expiration of the 270 day registration period under Section 2.3, Pioneer 
Ventures hereby agrees that the Company may deregister by post-effective 
amendment any Registrable Securities of Pioneer Ventures covered by the 
registration statement but not sold on or prior to such date. The Company 
agrees that it will notify Pioneer Ventures of the filing and effective date 
of each such post-effective amendment.

<PAGE>
Page 16


     2.6 RIGHT TO DELAY. The Company shall have the one-time right, after it 
shall have received written notice pursuant to Section 2.1, to elect not to 
file or to delay any such proposed registration statement by not more than 60 
days, or to withdraw the same after the filing but prior to the effective 
date thereof; such withdrawal shall renew the Demand Registration rights 
under Section.2.1. In addition, the Company may delay the filing of any 
registration statement requested pursuant to Section 2.1 hereof by not more 
than 60 days if the Company, prior to the time it would otherwise have been 
required to file such registration statement, determines in good faith that 
the filing of the registration statement would require the disclosure of 
non-public material information that, in its judgment, would be detrimental 
to the Company if so disclosed or would otherwise adversely affect a 
financing, acquisition, disposition, merger or other material transaction.

     2.7 SELECTION OF UNDERWRITERS. If a Demand Registration pursuant to 
Section 2.1 hereof involves an underwritten offering, both Pioneer Ventures 
and the Company shall have the right to approve the investment banker or 
investment bankers and manager or managers that will serve as the underwriter 
with respect to the underwritten offering, and such approval shall not be 
unreasonably withheld or delayed without a material reason stated in writing.

     2.8 PRINCIPAL SHAREHOLDERS. The Company will not file a registration 
statement on behalf of any Principal Shareholder (as that term is defined in 
the Voting and Shareholders Agreement between Pioneer Ventures and certain 
shareholders of the Company, dated the date hereof) as selling shareholders 
without the prior written approval of Pioneer Ventures, which approval shall 
not be unreasonably withheld.

     2.9 TRANSFERABILITY OF REGISTRATION RIGHTS. The registration rights 
described in Sections 2.1 and 2.2 are freely transferable by the holders of 
Registrable Securities to any person to whom such holder transfers its 
Registrable Securities.

     2.10 INDEMNIFICATION BY COMPANY RE REGISTRATION RIGHTS. The Company will 
indemnify each Holder, each of its officers, directors and partners, and each 
person controlling such Holder, 

<PAGE>
Page 17


with respect to which registration, qualification or compliance has been
effected pursuant to this Article II, and each underwriter, if any, and each
person who controls any underwriter against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any prospectus, offering statement, notification or the like incident to any
such registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or any violation by
the Company of the Securities Act or any rule or regulation thereunder
applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration, qualification or compliance,
and will reimburse each such Holder, each of its officers, directors and
partners, and each person controlling such Holder, each such underwriter and
each person who controls any such underwriter, for any legal and any other
expenses reasonably incurred in connection with investigating and defending any
such claim, loss, damage, liability or action, PROVIDED THAT the Company will
not be liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement or
omission based upon written information furnished to the Company by such Holder
or underwriter and stated to be specifically for use therein.

     2.11 INDEMNIFICATION BY HOLDER. Each Holder will, if Registrable Securities
or other securities held by him are included in the securities as to which 
such registration, qualification, or compliance is being effected, indemnify 
the Company, each of its directors and officers and each underwriter, if any, 
of the Company's securities covered by such a registration statement, each 
person who controls the Company or such underwriter within the meaning of the 
Securities Act and the rules and regulations thereunder, each other such 
Holder and each of their officers, directors, and partners, and each person 
controlling such Holder, for a period of one year from the effective date of 
such registration statement, against all claims, losses, damages and 
liabilities (or actions in respect thereof) arising out of or based on any 
untrue statement (or alleged untrue statement) of a material fact contained 
in any such registration statement, prospectus, offering circular or other 
document, or any omission (or alleged omission) to state therein a material 
fact required to be stated therein or 


<PAGE>
Page 18


necessary to make the statements therein not misleading, and will reimburse the
Company and such Holders, directors, officers, partners, persons, underwriters
or control persons for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by such Holder and stated to be specifically for use
therein provided, however, that the obligations of such Holders hereunder shall
be limited to an amount equal to the proceeds to each such Holder of securities
sold pursuant to this Article II.

     2.12 NOTICE OF INDEMNITY AND DEFENSE. Each party entitled to 
indemnification under this Section (the "INDEMNIFIED PARTY") shall give 
notice to the party requiring to provide indemnification (the "INDEMNIFYING 
PARTY") promptly after such Indemnified Party has actual knowledge of any 
claim as to which indemnity may be sought, and shall permit the Indemnifying 
Party to assume the defense of any such claim or any litigation resulting 
therefrom, provided that counsel for the Indemnifying Party, who shall 
conduct the defense of such claim or any litigation resulting therefrom, 
shall be approved by the Indemnified Party (whose approval shall not be 
unreasonably withheld), and the Indemnified Party may participate in such 
defense at such party's expense, and provided further that the failure of any 
Indemnified Party to give notice as provided herein shall not relieve the 
Indemnified Party of its obligations under this Article II. No Indemnifying 
Party, in the defense of any such claim or litigation, shall, except with the 
consent of each Indemnified Party, consent to entry of any judgment or enter 
into any settlement which does not include as an unconditional term thereof 
the giving by the claimant or plaintiff to such Indemnified Party of a 
release from all liability in respect to such claim or litigation. Each 
Indemnified Party shall furnish such information regarding itself or the 
claim in question as an Indemnifying Party may reasonably request in writing 
and as shall be reasonably required in connection with the defense of such 
claim and litigation resulting therefrom.

                         ARTICLE III. CO-SALE PROVISIONS


<PAGE>
Page 19



     3.1 THIRD-PARTY OFFER AND NOTICE. Any voluntary or involuntary transfer of 
the capital stock of the Company by any Principal Shareholder will be subject 
to a participation right of co-sale by Pioneer Ventures or its assigns on a 
PRO RATA fully diluted basis. If any one or more of the Principal 
Shareholders obtains from a third party ("THIRD PARTY PURCHASER") an offer to 
purchase any amount of their Shares, such Principal Shareholders shall submit 
a written notice (the "CO-SALE NOTICE") to Pioneer Ventures disclosing the 
amount of Shares proposed to be sold, the offered purchase price, the 
proposed closing date, and the total number of Shares owned by the Principal 
Shareholders.

     3.2 CO-SALE RIGHT OF PARTICIPATION. Upon receipt of a Co-Sale Notice from 
any Principal Shareholders, Pioneer Ventures or its assigns may elect to 
participate in such transaction and shall have the right to offer its 
securities, at the same price and on the same terms, on a fully diluted PRO 
RATA basis with the proposed selling shareholder(s) as set forth in the offer 
made by the Third Party Purchaser. Each participating selling party shall in 
turn be entitled to receive at the applicable closing the net proceeds of the 
sale allocable to the securities sold on behalf of each selling shareholder, 
after deduction of such selling shareholder's proportionate share of the 
reasonable expenses of the sale. These co-sale provisions will not apply to 
any sale of securities pursuant to a distribution to the public, whether 
pursuant to a registered public offering, Rule 144 or otherwise. If less than 
all of a shareholder's securities are being sold pursuant to this Article 
III, the securities to be sold shall be determined on a PRO RATA fully 
diluted basis.

     3.3 NOTICE OF INTENT TO PARTICIPATE IN CO-SALE. If Pioneer Ventures wishes 
to participate in any sale under this Article III, then Pioneer Ventures 
shall notify the selling Principal Shareholders in writing of such intention 
as soon as practicable after such Pioneer Ventures' receipt of the Co-Sale 
Notice made pursuant to Section 3.1, and in any event within fifteen (15) 
days after the date of such Co-Sale Notice has been received. Such 
notification shall be delivered in person or by facsimile to the Principal 
Shareholders at the Company's offices.


<PAGE>
Page 20


            ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company makes the following representations and warranties to
Pioneer Ventures each of which shall be deemed material, and Pioneer Ventures,
in executing, delivering and consummating this Agreement, have relied and will
rely upon the correctness and completeness of each of such representations and
warranties:

     4.1 ORGANIZATION, QUALIFICATION AND CORPORATE POWER. The Company is a
corporation duly organized and validly existing and in good standing under the
laws of the State of Nevada and has all corporate power necessary to engage in
the lines of business in which it is presently engaged. The Company is not
qualified to transact business as a foreign corporation in any jurisdiction;
such lack of qualification shall not have a material adverse effect on the
business and operations of the Company. The Company shall use its best efforts
to apply and qualify in the State of New York immediately after the First
Closing for such foreign corporation qualification.

     4.2 SUBSIDIARIES. The Company has no subsidiaries or affiliated entities, 
nor is it the subsidiary or affiliate of any other corporation or business 
entity EXCEPT for (a) Memory Centers of America, Inc., (b) HZI Research 
Center, Inc., (c) Telemap, Inc. (collectively "SUBSIDIARIES"), (d) New York 
Institute for Medical Research, Inc., (e) Manhattan Westchester Medical 
Services, P.C. and (e) NeuroCare, Ltd. (collectively "AFFILIATES"). The 
Subsidiaries are all wholly owned by the Company. The ownership of the 
affiliates are as follows: ____________. The Subsidiaries and affiliates are 
corporations duly organized and validly existing and in good standing under 
the laws of the States of__________ and _________, respectively; are each 
duly qualified to transact business as foreign corporations and in good 
standing in the states of New York, ____________ being all states in which 
their respective activities require qualification and the failure to be so 
qualified would have a material adverse effect on the business and operations 
of the Company or its Subsidiaries or affiliates; and have all corporate 
power necessary to engage in the business in which they are presently 
engaged. The Subsidiaries are controlled by the Company, as such term is 
governed by Section 20(a) of the 1933 Act. For purposes of this section, the 
term "SUBSIDIARY" is defined to mean any 


<PAGE>
Page 21


corporation or other business entity, a majority of whose outstanding voting
stock or ownership interests entitled to vote for the election of directors or
such other governing body is, at the time, owned by the Company and/or one or
more other subsidiaries. The term "AFFILIATE" is defined as that term is defined
in the federal securities laws and the regulations of the Commission pursuant to
those laws, excluding the term "individuals".

     4.3 AUTHORIZATION OF AGREEMENT. The execution, delivery and performance by 
the Company of this Investment Agreement and all other documents and 
instruments contemplated hereby have been duly authorized by all requisite 
corporate action. A true, correct and valid copy of the Company's Board of 
Director's resolution(s) authorizing the transactions and securities to be 
issued hereunder has been delivered to Pioneer Ventures. Neither the 
execution and delivery of this Agreement nor compliance by the Company with 
any of the provisions hereof nor the consummation of the transactions 
contemplated hereby, will:

     (a)      violate or conflict with any provision of the Certificate of
     Incorporation or bylaws of the Company or its Subsidiaries or any
     contract to which the Company or any of its Subsidiaries is bound;

     (b)      violate or, alone or with notice or the passage of time, result 
     in the material breach or termination of, or otherwise give any contracting
     party the right to terminate, or declare a material default under, the
     terms of any material agreement or other document or undertaking, oral
     or written to which the Company or any of its Subsidiaries is a party
     or by which it or its properties or assets may be bound (except for
     such violations, conflicts, breaches or defaults as to which required
     waivers or consents by other parties have been, or will be obtained,
     prior to the Closing);

     (c)      result in the creation or imposition of any lien, security 
     interest, charge or encumbrance upon any of the properties or assets of the
     Company or any of its Subsidiaries pursuant to the terms of any such
     agreement or instrument;


<PAGE>
Page 22


     (d)      violate any judgment, order, injunction, decree or award against,
     or binding upon the Company or any of its Subsidiaries or affiliates or
     upon their properties or assets; or

     (e)      violate any law or regulation of any jurisdiction relating to 
     either the Company or any of its respective securities, assets or 
     properties or of any of its Subsidiaries or affiliates.

     4.4 VALIDITY. This Agreement has been duly executed and delivered by the 
Company and constitutes the valid and legally binding obligation of the 
Company, enforceable in accordance with its terms.

     4.5 GOVERNMENT APPROVAL. No registration or filing with, or consent or 
approval of, or other action by, any federal, state or other governmental 
agency or instrumentality is or will be necessary for the valid execution, 
delivery and performance of this Investment Agreement or any other document 
contemplated hereby.

     4.6 CAPITALIZATION. There are (a) one hundred million (100,000,000) shares 
of Common Stock, $.001 par value, and (b) one hundred fifty thousand 
(150,000) shares of Class B Preferred Stock, no par value, and (c) two 
million (2,000,000) shares of Class C Preferred Stock, $0.001 par value, 
authorized for issuance under the Company's certificate of incorporation, as 
amended (delivered along with the Company's bylaws to Pioneer Ventures). 
Immediately prior to the Closing Date, there will be eleven million two 
hundred thirteen thousand eight hundred six (11,213,806) shares of Common 
Stock issued and outstanding and one hundred fifty thousand (150,000) shares 
of Class B Preferred Stock issued and outstanding, no Class A Preferred Stock 
of any series are currently issued and outstanding, and no Class C Preferred 
Stock of any series shall have been issued. No shares of Common Stock are 
issuable pursuant to existing agreements and there are no outstanding 
warrants, options or other securities convertible into the Common Stock of 
the Company, EXCEPT the Class A and Class B warrants of which each are 
convertible into one (1) share of common stock at an exercise price of $1.00 
per share. No other shares of Common Stock are 


<PAGE>
Page 23


issued or outstanding or committed for issuance EXCEPT those committed for
issuance upon conversion of the Preferred Stock to be issued to Pioneer Ventures
hereunder, and employee and consultants' options to purchase an aggregate of
three hundred fifty thousand (350,000) shares of common stock.

     4.7 THE FINANCIAL STATEMENTS. The Company has heretofore furnished to 
Pioneer Ventures copies of (a) the Company's consolidated audited financial 
statements for its fiscal year ended December 31, 1997, (b) the Company's 
consolidated unaudited interim financial statement for the three months ended 
March 31, 1998, and (c) the Company's consolidated unaudited interim 
financial statement for the six months ended June 30, 1998, (hereinafter 
collectively referred to as the "FINANCIAL STATEMENTS"). Such financial 
statements are true, correct and complete in all material respects, and 
accurately set forth, in all material respects, the financial condition of 
the Company and its Subsidiaries as of their respective dates, and the 
results of operations for the fiscal periods involved, and were prepared in 
conformity with generally accepted accounting principles and practices 
consistently applied and are annexed hereto as EXHIBIT 4.7-A. The financial 
statements fairly present in all material respects the financial condition 
and results of operations of the Company and its Subsidiaries at the dates 
thereof and for the periods covered thereby. Except as set forth in such 
financial statements, the Company and/or its Subsidiaries had, as of July 15,
1998, no material obligation or liability, whether absolute, accrued, 
contingent or otherwise.

     (a)      The Company and/or its Subsidiaries have good and marketable title
     to all of its property and assets subject to no mortgage, pledge, lien or
     other encumbrance except as disclosed in EXHIBIT 4.7-B annexed hereto
     and made a part hereof.

     (b)      The Company and/or its Subsidiaries had no obligations, 
     liabilities or commitments, contingent or otherwise, of a material nature 
     which were not provided for except as set forth in EXHIBIT 4.7-A and 
     EXHIBIT 4.7-B and except those incurred in the normal course of business 
     since December 31, 1997 and July 15, 1998.


<PAGE>
Page 24


     (c)      Since December 31, 1997 there has been no materially adverse 
     change in the nature of the business of the Company and/or its Subsidiaries
     nor in any of their financial condition or property, other than changes in
     the usual or ordinary course of business, and the Company has incurred
     no obligations or liabilities nor made any commitments other than in
     the usual and ordinary course of business or as disclosed in EXHIBIT
     4.7-A and EXHIBIT 4.7-B.

     (d)      The Company and/or its Subsidiaries are not a party to any 
     employment contract with any officer, director, or stockholder, or to any 
     lease, agreement or other commitment not in the usual and ordinary course 
     of business, nor to any pension, insurance, profit-sharing or bonus plan,
     except as disclosed in EXHIBIT 4.7-A and EXHIBIT 4.7-B AND 4.12.

     4.8 PATENTS, TRADEMARKS, ETC. All of the officers, directors, principals 
and the affiliates of the Company have assigned and transferred all of their 
Patents, as defined below, to the Company. The Company and/or its 
Subsidiaries own or possess, without any adverse claims with respect thereto, 
and without known conflict with the rights of others, except as disclosed in 
EXHIBIT 4.8, the rights to the patents, trademarks, service marks, trade 
names, copyrights and licenses listed in EXHIBIT 4.8 hereto and the same 
constitute all of the patents, trademarks, service marks, service names, 
copyrights, and licenses necessary, used or useful in the conduct of the 
business of the Company (collectively the "PATENTS"). The Company protects 
all technical, trade secret and confidential information developed by and 
belonging to the Company and/or its Subsidiaries, which has not been 
patented, by maintenance of secrecy relating thereto, and the Company and/or 
its Subsidiaries will continue to seek to protect all such information, 
technology and intellectual property by maintenance of secrecy related 
thereto.

     4.9 TAXES. The Company and each of the Subsidiaries has filed all 
applicable federal, state, county and local tax and franchise returns and 
reports required to be filed by it and has paid (or, as to taxes not 
currently due and payable, has made adequate provision in accordance with 
generally accepted accounting principles for the payment of) all income and 
other taxes, assessments, franchise fees and other governmental charges 
required by law (including, without 


<PAGE>
Page 25


limitation, withholding, social security, payroll and similar taxes) and all
interest and penalties, if any, thereon and all federal, state, local and other
taxes accruable since the filing of such returns have been properly accrued. No
adverse proceedings or other actions are pending or have been taken for the
assessment or collection of additional taxes of any kind from the Company and/or
its Subsidiaries for any period, and to the Company's knowledge, no
investigation by the Internal Revenue Service or any taxing authority affecting
the Company and/or its Subsidiaries is now pending. All taxes that the Company
and/or its Subsidiaries are required by law to withhold or collect have been
withheld or collected and have been paid over to the proper governmental
authorities or are properly held by the Company for such payment.

     4.10 APPROVALS. No authorization or approval of, or filing with, or 
compliance with any applicable order, judgment, decree, statute, rule or 
regulation of, any court or governmental authority, or approval, consent, 
release or action of any third party, is required in connection with the 
execution and delivery by the Company of, or the performance or satisfaction 
of any agreement of the Company contained in or contemplated by, this 
Agreement.

     4.11 LITIGATION. The Company and its Subsidiaries are not a defendant, nor 
are they a plaintiff against whom a counter-claim has been asserted in any 
actions, suits, claims, arbitrations, administrative or other proceedings or 
governmental investigations seeking $5,000 or more in damages, or any 
equitable relief, pending or, to the best of the Company's knowledge, 
threatened against, relating to or affecting the Company or any of the 
Subsidiaries, or their respective business, operations or assets, whether or 
not fully covered by insurance, or which question or seek to prevent 
consummation of the transactions provided for in this Agreement, whether at 
law or in equity, or before or by any Federal, state, local, foreign or other 
governmental department, agency or instrumentality, nor to the best of its 
knowledge is there any basis therefor. The Company and the Subsidiaries are 
not bound or adversely affected by or in default with respect to any 
judgment, order, writ, injunction or decree of any court or of any 
governmental department, agency or instrumentality.

     4.12 SCHEDULE OF DOCUMENTS. The schedule of contracts including a summary 
in tabular 


<PAGE>
Page 26


form of all material terms attached hereto as EXHIBIT 4.12 lists any and all
material (material for purposes of this paragraph only shall mean $25,000)
contracts or other material commitments or obligations relating to the Company
and its Subsidiaries, (a) to which a Principal Shareholder and/or officer or
director of the Company or any Subsidiary is a party, (b) all leases of real
and/or personal property, (c) union collective bargaining, employment,
management and consulting agreements to which the Company or any Subsidiary is a
party, (d) compensation plans, bonus plans, deferred compensation arrangements,
pension and retirement plans, profit sharing plans, stock purchase and stock
option plans, (e) loan agreements and notes, (f) options to purchase property,
(g) stockholder agreements, and (h) all other material contracts or commitments
to which the Company is a party. Except as listed on EXHIBIT 4.12,, neither the
Company nor any of its Subsidiaries are a party to or bound by any contract or
commitment (or group of related contracts or commitments), other than contracts,
or agreements in the ordinary course of business; nor is the Company nor any of
its Subsidiaries bound by any charter, contractual or other corporate
restriction that materially and adversely affect or could affect its business,
financial condition or prospects, or which restricts its right or ability to
operate its business as conducted or proposed to be conducted. On or prior to
the date hereof, the Company has delivered to Pioneer Ventures or a
representative thereof, a true and correct copy of each of the documents listed
in EXHIBIT 4.12.

     4.13 NO DEFAULTS. The Company and the Subsidiaries are not in violation of,
breach of or default under, and no event (including, without limitation,
execution of and consummation of the transactions provided for in this
Agreement) has occurred which with the passage of time or notice from or action
by any party thereto or otherwise could result in a violation of or default
under, or give any other person the right to terminate, as the case may be, any
indenture, mortgage, security, loan, lease or other material agreement to which
the Company or any of the Subsidiaries is a party or by which it is bound or
result in the creation, imposition or acceleration of any material lien of any
nature in favor of any other person.

     4.14 LACK OF FELONIES. Neither the Company nor its Subsidiaries nor any of 
their respective principals, directors, or executive officers have been 
convicted of or pled guilty to any 


<PAGE>
Page 27


felony under the laws of the United States or any state thereof. No criminal
arrests, proceedings or actions are pending, nor have any been threatened in the
last thirty-six (36) months against any of such persons.

     4.15 NO JUDGMENTS. There are no judgments, decrees, binding decisions
outstanding against the Company or any of its Subsidiaries which were issued in
any legal proceeding of any kind by any court, arbitrator, panel, or other
governing or determining authority.

     4.16 INSURANCE. The Company and its Subsidiaries are covered by policies of
general liability insurance with coverage of at least $_________ with a
deductible of $5,000, and workers' compensation insurance and extended coverage
on its property. There does not exist, nor has there been, any lapse in the
coverage under such insurance policies. Such policies are carried by a reputable
and financially stable insurance company and are sufficient to cover risks as
are customarily insured against by similar businesses. The Company represents it
has adequate insurance to replace a substantial amount of its assets.

     4.17 NO BROKERS. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried on directly with Pioneer
Ventures by the Company, without the intervention of any broker, finder,
investment banker (except Pioneer Ventures Corp.), or other third party. The
Company has not engaged, consented to, or authorized any broker, finder,
investment banker or other third party to act on its or his behalf, directly or
indirectly, as a broker or finder in connection with the transactions
contemplated by this Agreement.

     4.18 LOANS AND LIENS. Attached hereto as EXHIBIT 4.18 is a complete and 
accurate list of all secured and unsecured loans to which the Company or any 
of its Subsidiaries is a party as a borrower, debtor, guarantor or as a party 
obligated thereunder and all other financial obligations or judgments to 
which they are subject. Such schedule sets forth in tabular form the identity 
of the borrower, lender, any guarantors, the original principal amount, the 
principal amount due at a current date within 30 days hereof, the current 
standing of such obligation, the due date, the interest rate, the 


<PAGE>
Page 28


amount of interest due with in a recent date, and a summary of any material
provisions not requested herein.

     4.19 SOLVENCY. The Company has not admitted in writing an inability to pay 
its debts generally as they become due, filed or consented to the filing 
against it of a petition in bankruptcy or a petition to take advantage of any 
insolvency act, made an assignment for the benefit of creditors, consented to 
the appointment of a receiver for itself or for the whole or any substantial 
part of its property, or had a petition in bankruptcy filed against it, been 
adjudicated a bankrupt, or filed a petition or answer seeking reorganization 
or arrangement under the federal bankruptcy laws or any other laws or of the 
United States or any other jurisdiction.

     4.20 REGISTRATION RIGHTS. Except as provided for herein, and except for the
registration statement last filed on December 9, 1997 which the Company is
obligated to complete, the Company is not a party to any agreement or commitment
that obligates the Company to register under the Securities Act of 1933, as
amended (the "1933 ACT"), any of the Company's presently outstanding securities
or any of the Company's securities that may hereafter be issued.

     4.21 COMPLIANCE WITH SECURITIES LAWS. The offer, grant, sale, and/or 
issuance of the Shares shall not be in violation of the 1933 Act, the 
Securities Exchange Act of 1934, as amended, (the "EXCHANGE ACT") any state 
securities or "blue sky" laws, or the Company's organization documents such 
as the certificate of incorporation or bylaws, when offered, sold and issued 
in accordance with this Agreement.

     4.22 TRANSFER RESTRICTIONS. There are no restrictions on the transfer of 
capital stock of the Company imposed by its certificate of incorporation, 
bylaws, other organization documents, any agreement to which the Company is a 
party (other than those agreements expressly contemplated by this Agreement), 
any order of any court or any governmental agency to which the Company is 
subject, or any statute other than those imposed by relevant state and 
federal securities laws.


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     4.23 RELATED PARTY TRANSACTIONS. There are no agreements, understandings or
proposed transactions between the Company and any of its officers, directors or
other "affiliates" (as defined in Rule 405 promulgated under the 1933 Act),
EXCEPT as outlined on EXHIBIT 4.23.

     4.24 MISCELLANEOUS. Except as set forth in EXHIBIT 4.12, Exhibit 4.7-A or
Exhibit 4.7-B or the Financial Statements or notes thereto, (a) the Company is
not a party to or bound by any distribution, sales agency, franchise or similar
agreement or understanding that relates to the sale or distribution of its
products and services, (b) the Company does not have a sole-source supplier of
significant goods and services (other than utilities) with respect to which
practical alternative sources are not available on comparable terms and
conditions, (c) there are neither pending, nor threatened, any labor
negotiations involving or affecting the Company, and no organizing activities
involving union representation exists in respect of any of its employees, (d)
the Company is not bound by any warranties relating to its products or services,
and (e) there has been no assertion of any breach of product or service
warranties that could have a material adverse affect on the business, financial
condition or prospects of the Company. Neither the Company nor any of its
employees, consultants, officers or directors is prohibited from engaging in any
business activity that is currently carried on or contemplated by the Company,
by reason of any restrictive covenant or agreement, including but not limited
to, a covenant not-to-compete.

     4.25 ADDITIONAL REPRESENTATIONS.  The Company represents and warrants that:

     (a)      The  Investment to be consummated by Pioneer Ventures in the 
     Company is NOT opposed by its board of directors;

     (b)      The Company is NOT engaged as a business in real estate 
     investments, and is not a real estate operating company;

     (c)      The Company is NOT undergoing a bankruptcy liquidation;

     (d)      The securities to be issued upon consummation of the Investment 
     are either exercisable for, or convertible into, equity securities at a
     pre-determined exercise price or conversion ratio;


<PAGE>
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     (e)      The Company is NOT offering as an investment or otherwise any 
     uncovered options, or any transaction in which securities are sold short in
     an uncovered transaction or which would be in violation of Section 16(c)
     of the Securities Exchange Act of 1934, as amended, PROVIDED, HOWEVER,
     that nothing in this subsection (e) shall prevent Pioneer Ventures from
     acquiring options or warrants exercisable for, or other securities
     convertible into, equity securities or assets at a pre-determined
     exercise price or conversion ratio;

     (f)      The Company and its subsidiaries are NOT domiciled in any country 
     that is, at the time of the closing of the Investment and will ensure that,
     at the time of the conversion or partial conversion of any of the
     Debentures, a participant in an international boycott illegal under
     United States law or opposed by the United States government;

     (g)      The Company is NOT an investment company registered or required to
     be registered under the Investment Company Act of 1940, as amended;

     (h)      The Company conducts NO operations in Northern Ireland and will 
     ensure that at the time of the conversion or partial conversion of any of 
     the Debentures that it conducts NO operations in Northern Ireland unless
     the Company complies with the McBride principles and Pioneer Ventures
     agrees that the Company is in compliance with the McBride principles.
     For purposes of this Certificate, a corporation will be considered to
     be "conducting operations in Northern Ireland" if it has facilities and
     employees in Northern Ireland, either directly or through one or more
     subsidiaries; and

     (i)      The Company is NOT and shall NOT be engaged in any form of 
     business in Iran which could be considered contrary to the foreign policy 
     or national interests of the United States.

     4.26 USE OF PROCEEDS. The Company represents it shall use and apply the 
proceeds from the stock purchase through the First and Second Closings only 
for such purposes as set forth in Section 1.12 hereof.

     4.27 MEDICAL REGULATIONS. The Company and the Subsidiaries and their 
operations do not violate any state or federal laws or regulations with 
respect to the corporate practice of medicine, fee-splitting, anti-kickback 
laws, physician referral laws, solicitation, payment, or receiving direct or 
indirect remuneration in violation of Medicare, Medicaid, Stark II, the 
Social Security Act, or any other laws or regulations to which the Company or 
its Subsidiaries are subject. No notices of deficiency or notices of any kind 
which may inhibit the operations of the Company or its Subsidiaries has been 
received from the U.S. Food & Drug Administration, or any other 


<PAGE>
Page 31


governmental agency or authority.

     4.28 COMPLETE DISCLOSURE. No representation, warranty or statement, written
or oral, made by the Company in this Agreement or in any schedule, exhibit, 
certificate or other document furnished or to be furnished to the Pioneer 
Ventures, including any and all documents filed with the U.S. Securities and 
Exchange Commission ("COMMISSION") within the past 12 months, pursuant hereto 
or otherwise, in connection with the transactions contemplated hereby, has 
contained, contains or will contain at the closing date any untrue statement 
of a material fact or has omitted, omits or will omit at the closing date a 
material fact required to be stated therein or necessary to make the 
statements contained therein not misleading. Without limiting the generality 
of the foregoing, the Company is current in all filings required under the 
Exchange Act.

          ARTICLE V. REPRESENTATIONS AND WARRANTIES OF PIONEER VENTURES

         Pioneer Ventures represents and warrants as follows:

     5.1 ORGANIZATION. Pioneer Ventures is a limited partnership duly organized 
and validly existing under the laws of the State of Connecticut.

     5.2 NO BREACH. The execution and delivery of this Agreement by Pioneer 
Ventures and the consummation of the transactions contemplated hereby will 
not violate any judgment, order, injunction, decree, or award against, or 
binding upon, Pioneer Ventures or upon its properties or assets.

     5.3 AUTHORITY FOR AND BINDING NATURE OF AGREEMENT. This Agreement and the
documents delivered pursuant hereto have been duly executed and delivered by
Pioneer Ventures are valid and binding upon it in accordance with its terms.


<PAGE>
Page 32


     5.4 BROKERS. All negotiations relative to this Agreement and the 
transactions contemplated hereby have been carried on directly with the 
Company by Pioneer Ventures without the intervention of any broker, finder, 
investment banker (except Pioneer Ventures Corp.), or other third party. 
Pioneer Ventures has not engaged, consented to, or authorized any broker, 
finder, investment banker (except Pioneer Ventures Corp.), or other third 
party to act on its behalf, directly or indirectly, as a broker or finder in 
connection with the transactions contemplated by this Agreement.

     5.5 INVESTMENT. With respect to the shares to be issued to Pioneer 
Ventures pursuant to Article 1, including the shares obtainable upon 
conversion of the Preferred Stock, Pioneer Ventures hereby represents and 
warrants that it is acquiring the shares for its own account for investment 
purposes only and not with a view to any distribution or public offering 
thereof. Pioneer Ventures represents that it is experienced in evaluating and 
making investments of the type contemplated by this Investment Agreement and 
is financially able to bear the risks of such investment. Pioneer Ventures 
understands that a restrictive legend relating to the above will be placed on 
the stock certificates delivered to them by the Company on the Closing Date.

                        ARTICLE VI. AFFIRMATIVE COVENANTS

         The Company hereby warranties and covenants that:

     6.1 FINANCIAL. Between the date of the December 31, 1997 financial 
statements, referred to in Section 4.7 hereof and the Closing Date, except as 
contemplated or disclosed in this Agreement, the Company shall not have (i) 
paid or declared any dividends on, or made any distributions in respect of, 
or issued, purchased or redeemed, any of the outstanding shares of its 
capital stock, or (ii) made or authorized any changes in its Certificate of 
Incorporation or in any amendment thereto or in its bylaws, or (iii) made any 
commitments or disbursements or incurred any obligations or liabilities of a 
substantial nature and which are not in the usual and ordinary course of 
business, or (iv) mortgaged or pledged or subjected to any lien, charge or 
other encumbrance any 


<PAGE>
Page 33


of its assets, tangible or intangible, or (v) sold, leased, or transferred or
contracted to sell, lease or transfer any assets, tangible or intangible or
entered into any other transactions, except in the usual and ordinary course of
business, or (vi) made any loan or advance to any stockholder, officer or
director of the Company or to any other person, firm, or corporation, or (vii)
made any material change in any existing employment agreement or increased the
compensation payable or made any arrangement for the payment of any bonus to any
officer, director, employee or agent.

     6.2 ACCESS. For so long as either Pioneer Ventures and/or its assigns or
partners own five (5%) percent or more of the Company's Common Stock directly or
through the possible conversion of its Preferred Stock all on a fully diluted
basis, the Company shall afford, at its sole cost and expense, to the officers,
attorneys, accountants and other authorized representatives of Pioneer Ventures
and/or its assigns free and full access, during regular business hours and upon
reasonable notice, to the books, records, personnel, accountants, attorneys, and
properties of the Company so that Pioneer Ventures may have full opportunity to
make such review, examination and investigation as it may desire of its
respective business and affairs. The Company will cause its employees,
accountants, and attorneys to cooperate fully with said review, examination and
investigation and to make full disclosure to Pioneer Ventures of all material
facts affecting its financial condition and business operation. Nothing herein
shall limit the rights of Pioneer Ventures and/or its assigns which are
available under or granted by applicable statutes with respect to access,
review, examination and investigations.

     6.3 BOOKS OF RECORD AND ACCOUNT. The Company shall maintain at all times 
proper books of record and account in accordance with generally accepted 
accounting principles ("GAAP"), consistently applied, and for so long as 
either Pioneer Ventures and/or its assigns or limited partners own five (5%) 
percent or more of the Company's Common Stock directly or through the 
possible conversion of its Preferred Stock all on a fully diluted basis, it 
will permit any of Pioneer Ventures' officers or any of their authorized 
representatives or accountants to visit, upon reasonable notice, and inspect 
offices and properties, examine its books of account and other records, and 
discuss its affairs, finances and accounts with its appropriate officers, 
accountants and auditors, all at such reasonable 


<PAGE>
Page 34


times and reasonable frequency as Pioneer Ventures may request. In addition,
Pioneer Ventures shall be provided with copies of quarterly and annual financial
statements consisting of balance sheets, statements of operations, statements of
cash flows, statements of changes in stockholders equity and notes thereto all
prepared in accordance with GAAP. The annual financial statements shall be
audited in accordance with GAAP by an accounting firm acceptable to Pioneer
Ventures.

     6.4 MEMBERSHIP ON BOARD. The Company's bylaws shall provide for a five (5)
person Board of Directors. Promptly upon the Closing Date and for so long as
Pioneer Ventures and/or its assigns or its limited partners collectively own
five (5%) percent or more of the Company's Common Stock directly or through the
possible conversion of Preferred Stock all on a fully diluted basis, the
Company's principal stockholders shall cause two (2) designees from Pioneer
Ventures to be nominated and elected to serve as directors of the Company.
Present Company management shall be entitled to designate two (2) directors to
serve on the Board; Mr. Coady and Dr. P. Lerman shall be deemed acceptable by
all parties hereto as the current remaining board members. And the
"CEO-to-be-hired" shall be entitled to the fifth board seat; these designations
are subject to Pioneer Ventures' rights set forth in Section 1.10(b) hereof.
Except as provided for herein, additional membership on the Board shall require
majority approval of the remaining members of the Board of Directors or election
at a meeting of shareholders. At the organizational or first meeting of the
reconstituted Board of Directors, a Compensation Committee of the Board shall be
established. The Compensation Committee shall consist of three directors; a
designee of the Pioneer Ventures, a designee of the Principal Stockholders, and
one other person selected by the Board. The Compensation Committee shall be
maintained to consider and recommend to the Board of Directors matters
concerning the compensation of executives and employee awards of stock options
and other incentive compensation.

     6.5 STOCK OPTION PLAN. The Company may retain its current stock option, 
bonus or stock incentive plan or cancel such plan(s) and adopt a new stock 
incentive plan in order to have the ability to incentivize its key employees, 
future employees and others. The aggregate stock option or stock bonus pool 
shall consist of that number of shares of the Common Stock of the Company 
which, 


<PAGE>
Page 35


without the prior written consent of Pioneer Ventures, shall not exceed ten
(10%) percent of the fully diluted number of shares of the Common Stock of the
Company immediately following the investment herein. No shareholder beneficially
owning 250,000 shares or more of the Company's stock shall be eligible to
participate in such plan.

     6.6 RULE 144 COMPLIANCE. With a view to making available the benefits of 
certain rules and regulations of the Commission which may at any time permit 
the sale of the shares to the public without registration, at all times after 
ninety (90) days after any registration statement covering a public offering 
of securities of the Company under the 1933 Act shall have become effective, 
or at all times after the Company has a class of Securities registered under 
the Exchange Act, the Company agrees to use its best efforts to: (i) make and 
keep public information available, as those terms are understood and defined 
in Rule 144 under the 1933 Act; (ii) use its best efforts to file with the 
Commission (as hereinafter defined) in a timely manner all reports and other 
documents required of the Company under the 1933 Act and the Exchange Act of 
1934; (iii) furnish to each holder of Registrable Securities forthwith upon 
request, a written statement by the Company as to the Company's compliance 
with the reporting requirements of Rule 144 and of the 1933 Act and the 
Exchange Act, a copy of the most recent annual or quarterly report of the 
Company, and such other reports and documents so filed by the Company as such 
holder may reasonably request in availing itself of any rule or regulation of 
the Commission allowing such holder to sell any Registrable Securities 
without registration; and (iv) use the Company's best efforts to satisfy the 
requirements of all such rules and regulations (including the requirements 
for current public information, registration under the Exchange Act and 
timely reporting to the Commission) at the earliest possible date after its 
first registered public offering.

     6.7 UNDERTAKING TO FILE 34 ACT FILINGS. The Company undertakes to continue
filing its annual reports on Form 10-KSB and its quarterly reports on Form
10-QSB, or on such other appropriate forms, with the SEC for so long as Pioneer
Ventures holds a five (5%) percent or greater equity interest in the Company.


<PAGE>
Page 36


     6.8 NO BREACH. The Company will (i) use its best efforts to assure that
all of its representations and warranties contained herein are true in all
material respects as of the Closing as if repeated at and as of such time, and
that no material breach or default shall occur with respect to any of its
covenants, representations or warranties contained herein that has not been
cured by the Closing; (ii) not voluntarily take any action or do anything which
will cause a breach of or default respecting such covenants, representations or
warranties; and (iii) promptly notify Pioneer Ventures of any event or fact
which represents, or is likely to cause such a breach or default.

             ARTICLE VII. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
                            PIONEER VENTURES TO CLOSE

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PIONEER VENTURES TO CLOSE. In
addition to the conditions precedent in Section.1.13, the obligation of Pioneer
Ventures to enter into and complete the Closing is subject to the fulfillment,
prior to or on the Closing Date, of each of the following conditions, any one or
more of which may be waived by Pioneer Ventures (except when the fulfillment of
such condition is a requirement of law), as well as the satisfactory completion
(in the sole opinion of Pioneer Ventures) of (i) an audit or review of the
books, records and accounts of the Company, and (ii) legal and other due
diligence.

     7.1 REPRESENTATIONS AND WARRANTIES. All representations and warranties of 
the Company contained in this Agreement and in any written statement, 
exhibit, certificate, schedule or other document delivered pursuant hereto or 
in connection with the transactions contemplated hereby shall be true and 
correct in all material respects as at the Closing Date, as if made at the 
Closing and as of the Closing Date.

     7.2 COVENANTS. The Company shall have performed and complied in all 
material respects with all covenants and agreements required by this 
Agreement to be performed or complied with by each of them prior to or at the 
Closing.


<PAGE>
Page 37


         7.3 NO ACTIONS. No action, suit, proceeding or investigation shall 
have been instituted, and be continuing before a court or before or by a 
governmental body or agency, or shall have been threatened and be unresolved, 
to restrain or to prevent or to obtain damages in respect of, the carrying 
out of the transactions contemplated hereby, or which might materially affect 
the right of Pioneer Ventures to own the Company's Stock or to operate or 
control the assets, properties and business of the Company after the Closing 
Date, or which might have a materially adverse effect thereon.

         7.4 CONSENTS, LICENSES AND PERMITS. The Company shall have obtained 
all consents, licenses and permits of third parties necessary for the 
performance of its obligations under this Agreement, and such other consents, 
if any, to prevent (i) agreements of the Company from terminating, the 
termination of which, in the aggregate, would have a material adverse effect 
on the business, financial condition or assets of the Company, or (ii) any 
material indebtedness of the Company from becoming due or being subject to 
becoming due with the passage of time or on notice as a result of the 
performance of this Agreement, any other provision of this Agreement to the 
contrary notwithstanding.

         7.5 CERTIFICATE. Pioneer Ventures shall have received a certificate 
in the form satisfactory to its counsel, dated the Closing Date, signed by an 
authorized representative of the Company, confirming the substance and effect 
of the representations and warranties set forth in Article IV hereto, and as 
to the satisfaction of the conditions contained in sections 7.1 and 7.2.

         7.6 LEGAL OPINION. Pioneer Ventures shall have received the written 
opinion of the Company's Counsel, dated the Closing Date, in form and 
substance satisfactory to Pioneer Ventures and its counsel, confirming the 
substance and effect of certain of the representations and warranties set 
forth in Article II hereto, that this Agreement is the valid and binding 
obligation of the Company, enforceable in accordance with its terms, and as 
to such other matters as Pioneer Ventures may request.

<PAGE>
Page 38


         7.7 NO MATERIAL ADVERSE CHANGE. There shall have been no materially 
adverse change at the Closing Date in the business, assets, and properties, 
financial status or prospects of the Company from December 31, 1997, except 
as disclosed in EXHIBIT 4.7-A hereof.

         7.8 AGREEMENTS WITH PRINCIPALS. The Company shall have received and 
presented to Pioneer Ventures agreements from all officers, directors and the 
Principal Shareholders of the Company containing the substantive provisions 
of this Agreement with respect to co-sale rights, voting agreement as to 
Board membership, restricted stock and restricted transfer provisions as well 
as customary and satisfactory non-competition agreements between the Company 
and its officers and key employees. Reference is hereby made to that certain 
Voting and Shareholders Agreement between Pioneer Ventures and the Principal 
Shareholders, and such agreement is of even date. That agreement provides 
that any amendment, renewal or extension to said agreements shall require the 
written consent of Pioneer Ventures. Further, any shares which are acquired 
as a result of such agreements or are subject to a proxy or voting agreement 
shall otherwise be subject to the substantive provisions of this Agreement 
with respect to anti-dilution rights, voting agreement as to Board 
membership, restricted stock and co-sale provisions.

         7.9 KEY PERSON INSURANCE. The Company shall have applied for 
Key-Person term life insurance, from a licensed and reputable insurance 
company in the minimum face amount of $____________ each, insuring the lives 
of __________________________. The Company shall be the designated 
beneficiary and Pioneer Ventures shall be the designated loss payee. Renewal 
of the policies after the first year term shall be at the discretion of the 
Company's Board of Directors.

         7.10 SETTLE WITH SKADDEN, ARPS.On or before the Second Closing the 
Company shall have settled in full with the law firm of Skadden, Arps, Slate, 
Meagher & Flom, L.L.P. for all payments owed for past legal services rendered 
and expenses incurred. The settlement amount shall not exceed an amount which 
shall be subject to the approval of Pioneer Ventures, and further, no amounts 
from any of the Closings contemplated herein shall be permitted to be used 
without the prior written approval of Pioneer Ventures. Final pay-off may 
occur at Closing provided a signed settlement 

<PAGE>
Page 39


agreement or pay-off letter from such firm has been delivered, and the Company
delivers a check for such amount to Pioneer Ventures for delivery to such firm.

         7.11 SETTLE WITH OPTON HANDLER FEILER.On or before the First Closing 
the Company shall have settled in full with the law firm of Opton, Handler, 
Feiler & Landau, or Opton, Handler, Gottlieb, Feiler & Katz, L.L.P., and/or 
any affiliate law firm thereof for all payments owed for past legal services 
plus actual out-of-pocket disbursements made on behalf of the Company 
rendered and expenses incurred. The Settlement amount shall not exceed 
$1,609. Further, such law firm shall agree that no more than $29,500 plus 
actual out-of-pocket disbursements not to exceed $2,000 shall be owed as a 
result of legal services related to the closing contemplated herein. Final 
pay-off may occur at Closing provided a signed settlement agreement or 
pay-off letter from such firm has been delivered, and the Company delivers a 
check for such amount to Pioneer Ventures for delivery to such firm.

         7.12 SETTLE WITH SCARANO & LIPTON, P.C. AND SCARANO & TOMERO, P.C. 
The Company shall have settled in full with the accounting and auditing firms 
of Scarano & Lipton, P.C. and Scarano & Tomaro, P.C. for all payments owed 
for past accounting or auditing services rendered and expenses incurred. The 
settlement amount shall not exceed $__________. Final pay-off may occur at 
Closing provided a signed settlement agreement or pay-off letter from such 
firm has been delivered, and the Company delivers a check for such amount to 
Pioneer Ventures for delivery to such firm. Further, in the event such 
accounting firm is replaced within the next thirty-six (36) months, such firm 
or its successor shall agree that it shall issue in original signature form 
such number of restatements of its then issued audits and such number of 
original signature consents to be included in any filings made with the 
Commission at a fixed total price of $100 for a total of five (5) versions of 
the financial statements and five (5) consents to each SEC filing; thus such 
accountants shall issue 5 signed original copies of the financial statements 
and 5 signed original consents for each Commission filing and receive a total 
of $100 for each incidence of filing with the Commission.

<PAGE>
Page 40


         7.13 PATENTS. All of the officers, directors, principals and the 
affiliates of the Company shall have assigned and transferred all of their 
Patents to the Company.

         7.14 APPROVAL OF COUNSEL. All actions, proceedings, instruments and 
documents required to carry out this Agreement, or incidental thereto, and 
all other related legal matters shall have been approved as to form and 
substance by Pioneer Ventures' counsel, which approval shall not be 
unreasonably withheld or delayed.

         7.15 REDUCTION OF SALARIES AND MODIFICATION OF EMPLOYMENT 
AGREEMENTS.The Company shall modify all compensation arrangements and 
employment agreements to (a) reduce total salary and wage compensation by a 
minimum of twenty (20%) percent in the aggregate. The calculation of the 20% 
salary and wage reduction shall be exclusive of reductions of tax obligations 
of the Company (E.G. FICA, Social Security, ETC.), fringe benefits or perks 
afforded to employees (E.G. health insurance contribution obligations of the 
Company, automobile allowances, bonuses, expense allowances, ETC.), or other 
Company expenditures pertaining to employees.; (b) limit or eliminate certain 
benefits, (c) include a confidentiality clause, and if appropriate a 
non-competition clause, and (d) assign all patents from the employee to the 
Company.

         7.16 ACCOUNTING EXPENSES. Accounting expenses shall be reduced from 
the annualized amount of $90,000 paid to its independent auditor to an 
annualized rate of $25,000. Further, the Company is authorized to hire 
financial controller and a bookkeeper at annual salaries of $75,000 and 
$55,000 respectively. All other material accounting or bookkeeping expense 
shall be eliminated.

         7.17 CONSENTS, LICENSES AND PERMITS. The Company, shall have 
obtained all consents, licenses and permits of third parties necessary for 
the performance of its obligations under this Agreement, and such other 
consents, if any, to prevent (i) agreements of the Company from terminating, 
the termination of which, in the aggregate, would have a material adverse 
effect on the business, financial condition or assets of the Company or (ii) 
any material indebtedness of the Company from becoming due or being subject 
to becoming due with the passage of time or on notice 

<PAGE>
Page 41


as a result of the performance of this Agreement, any other provision of this
Agreement to the contrary notwithstanding.

         7.18 ADDITIONAL DOCUMENTS. The Company shall have delivered all such 
other certificates and documents as Pioneer Ventures or their counsel may 
have reasonably requested.

  ARTICLE VIII. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE COMPANY TO CLOSE

         CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE COMPANY TO CLOSE. The
obligation of the Company to enter into and complete the Closing is subject to
the fulfillment, prior to or on the Closing Date, of each of the following
conditions, any one or more of which may be waived by the Company (except when
the fulfillment of such condition is a requirement of law).

         8.1 REPRESENTATIONS AND WARRANTIES. All representations and 
warranties of Pioneer Ventures contained in this Agreement and in any written 
statement, exhibit, certificate, schedule or other document delivered 
pursuant hereto or in connection with the transactions contemplated hereby 
shall be true and correct in all material respects as at the Closing Date, as 
if made at the Closing and as of the Closing Date.

         8.2 COVENANTS. Pioneer Ventures shall have performed and complied in 
all material respects with all covenants and agreements required by this 
Agreement to be performed or complied with by it prior to or at the Closing.

         8.3 NO ACTIONS. No action, suit, proceeding, or investigation shall 
have been instituted, and be continuing before a court or before a 
governmental body or agency, or have been threatened and be unresolved, to 
restrain or prevent, or obtain damages in respect of, the carrying out of the 
transactions contemplated hereby.

<PAGE>
Page 42


         8.4 ADDITIONAL DOCUMENTS. Pioneer Ventures shall have delivered all
such other certificates and documents as the Company or its counsel may have
reasonably requested.

         8.5 APPROVAL OF COUNSEL. All actions, proceedings, instruments and
documents required to carry out this Agreement or incidental thereto, and all
other related legal matters, shall have been approved as to form and substance
by Company's counsel, Opton, Handler, Feiler & Landau which approval shall not
be unreasonably withheld or delayed.

                               ARTICLE IX. CLOSING

         9.1 LOCATION. The Closing provided for herein (the "CLOSING") shall 
occur the offices of Pioneer Ventures or at such place and upon such date as 
the Company and Pioneer Ventures mutually agree.

         9.2 ITEMS TO BE DELIVERED BY THE COMPANY. At the Closing, the 
Company will deliver or cause to be delivered to Pioneer Ventures:

         (a) validly issued original certificates representing the Preferred 
         Stock in accordance with Article I hereof.

         (b) the certificates required by section 7.5 hereof;

         (c) the opinion of the Company's counsel, as required by section 7.6 
         hereof;

         (d) the  agreements required by Article VII hereof;

         (e) the insurance binder and paid receipt required by section 7.9 
         hereof;


<PAGE>
Page 43


         (f) a draft or drafts for $70,000 payable to Ventures Management 
         Partners LLC as required by sections 11.1, 11.2, and 11.4 hereof;

         (g) a draft for $15,250 payable to Kenneth B. Lerman, Esquire as 
         required by section 11.3 hereof; and

         (h) such other certified resolutions, exhibits, instruments, documents
         and certificates as are required to be delivered by the Company 
         pursuant to the provisions of this Agreement and pursuant to the 
         checklists presented by Pioneer Ventures or its counsel.

         9.3 ITEMS TO BE DELIVERED BY PIONEER VENTURES. At the Closing, Pioneer
Ventures will deliver or cause to be delivered to the Company:

         (a) a check or checks or evidence of wire transfer in the aggregate 
         amount of one million ($1,000,000) dollars, as specified in Article I 
         hereof; and

         (b) such other certified resolutions, documents and certificates as are
         required to be delivered by Pioneer Ventures pursuant to the provisions
         of this Agreement.

          ARTICLE X. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION; FEES

         10.1 SURVIVAL. The parties hereto agree that their respective 
representations, warranties, covenants and agreements contained in this 
Agreement shall survive the Closing for a period of three (3) years.

         10.2 INDEMNIFICATION. the Company agrees to save, defend and indemnify
Pioneer Ventures and its limited and general partners and their respective 
officers, directors, managing members and the agents, as well as the attorneys,
accountants, or other representatives of such parties (jointly or severally
"INDEMNIFIED PARTIES") against, and hold them harmless from any and all


<PAGE>
Page 44


liabilities, of every kind, nature and description, fixed or contingent 
(including, without limitation, reasonable counsel fees, expert witness fees,
and expenses in connection with any action, claim or proceeding relating to such
liabilities) arising out of a material breach (a "material breach" shall be any
breach with a potential liability in excess of $5,000 as estimated by Pioneer
Ventures) of any of the representations and warranties contained herein and/or
any transaction or event commencing or occurring on or prior to the Closing
Date, which is not fully disclosed or provided for in EXHIBIT 4.7-A, EXHIBIT
4.7-B, and the accounts payable listing dated July 15, 1998 attached thereto,
this Agreement or the several exhibits hereto, including, without limitation,
any tax liabilities to the extent not so reflected or reserved against in the
Balance Sheet.

         10.3 DEFENSE OF CLAIMS. Pioneer Ventures agrees to notify the 
Company with reasonable promptness of any claim asserted against them in 
respect of which the Company may be liable under this Agreement, which 
notification shall be accompanied by a written statement setting forth the 
basis of such claim and the manner of calculation thereof. The Company shall 
have the right to defend any such claim(s) at its own expense and with 
counsel of its choice; provided that Pioneer Ventures may participate in such 
defense, if it so chooses, with its own counsel and at its expense. The 
Company agrees that if any of the representations and warranties made by it 
in this Agreement shall be finally determined not to have been true, correct 
or complete when made, then the Company shall pay to Pioneer Ventures at the 
time of such final determination an amount sufficient to indemnify Pioneer 
Ventures and the other indemnified parties hereto to the full extent of its 
losses and expenses sustained by reason thereof, including attorneys, 
accountants, expert witnesses, and other professional fees and expenses.

         10.4 RIGHTS WITHOUT PREJUDICE. The rights of Pioneer Ventures under 
this Article are without prejudice to any other rights or remedies that it 
may have by reason of this Agreement or as otherwise provided by law.

                                ARTICLE XI. FEES


<PAGE>
Page 45


         11.1 INVESTMENT BANKING FEES. The Company shall pay an investment 
banking fee of $75,000 to the General Partner of the Limited Partnership 
(Ventures Management Partners LLC) concurrently with its execution and 
delivery of the this Agreement. The General Partner of Pioneer Ventures 
hereby acknowledges receipt from the Company of a check in the amount of 
$10,000 in payment of the fees and expenses set forth in this Section 11.1.

         11.2 EXPENSES. The Company shall promptly pay and reimburse the 
General Partner of Pioneer Ventures a non-accountable expense allowance of 
$5,000 for its out-of-pocket expenses incurred in connection with visits to 
the Company's facilities and other costs and expenses in connection with its 
due diligence investigation of the Company.

         11.3 LEGAL FEES. The Company shall pay at the First Closing the 
attorneys fees and out-of-pocket expenses of counsel for Pioneer Ventures in 
connection with the transactions contemplated hereby; such attorneys fees and 
out-of-pocket expenses shall equal $25,000. It is acknowledged that $10,000 
has been paid prior to Closing. In addition, the Company shall pay its own 
counsel's fees and all of the expenses of the closing, including all search 
fees, filing fees, governmental certification fees, third party investigation 
or other due diligence fees for reports, filings or certifications requested 
by Pioneer Ventures to effect the closing.

         11.4 ACCOUNTING FEES. The Company shall pay at the First Closing the 
accounting fees and out-of-pocket expenses of such accountants for Pioneer 
Ventures in connection with the transactions contemplated hereby. Such fees 
shall not exceed $3,000.

         11.5 BREAK-UP FEE. At any time prior to the funding of the 
investment, the Company may terminate this Agreement by written notice 
without any obligation or liability other than to forfeit the pre-payment of 
$10,000 paid as a commitment fee to the General Partner of the Limited 
Partnership as then recharacterized as the non-refundable Break-up fee and 
the legal fee paid.

                       ARTICLE XII. TERMINATION AND WAIVER


<PAGE>
Page 46


         12.1 TERMINATION. Anything herein or elsewhere to the contrary 
notwithstanding, this Agreement may be terminated and the transactions 
provided for herein abandoned at any time prior to the Closing Date:

         (a)  by mutual consent of Pioneer Ventures  and the Company;

         (b)  by Pioneer Ventures if any of the conditions set forth in Article 
         VII and Sections 1.12 and 1.13 hereof, in its sole opinion, shall not 
         have been fulfilled on or prior to closing, or shall become incapable 
         of fulfillment, and shall not have been waived;

         (c)  by the Company if any of the conditions set forth in Article VIII
         hereof shall not have been fulfilled on or prior to Closing, or shall
         have become incapable of fulfillment, and shall not have been waived;

         (d)  by any party if any material legal action or proceeding shall have
         been instituted or threatened seeking to restrain, prohibit, invalidate
         or otherwise affect the consummation of the transactions contemplated 
         by this Agreement

In the event that this Agreement is terminated as described above, this
Agreement shall be void and of no force and effect, without any liability or
obligation on the part of any of the parties hereto, except the provisions of
Section 11.5 hereof.

         12.2 WAIVER. Any condition to the performance of the Company or of 
Pioneer Ventures which legally may be waived on or prior to the Closing Date 
may be waived at any time by the party entitled to the benefit thereof by 
action taken or authorized by an instrument in writing executed by the 
relevant party or parties. The failure of any party at any time or times to 
require performance of any provision hereof shall in no manner affect the 
right of such party at a later time to enforce the same. No waiver by any 
party of the breach of any term, covenant, representation or warranty 

<PAGE>
Page 47


contained in this Agreement as a condition to such party's obligations hereunder
shall release or affect any liability resulting from such breach, and no waiver
of any nature, whether by conduct or otherwise, in any one or more instances,
shall be deemed to be or construed as a further or continuing waiver of any such
condition or of any breach of any other term, covenant, representation or
warranty of this Agreement.

                     ARTICLE XIII. MISCELLANEOUS PROVISIONS

         13.1 EXPENSES. Except as set forth in Article XI, each of the parties
hereto shall bear its own expenses in connection herewith.

         13.2 MODIFICATION, TERMINATION OR WAIVER. This Agreement may be 
amended, modified, superseded or terminated, and any of the terms, covenants, 
representations, warranties or conditions hereof may be waived, but only by a 
written instrument executed by the party waiving compliance. The failure of 
any party at any time or times to require performance of any provision hereof 
shall in no manner affect the right of such party at a later time to enforce 
the same.

         13.3 NOTICES. Any notice or other communication required or which 
may be given hereunder shall be in writing and either be delivered personally 
or be mailed, certified or registered mail, postage prepaid, and shall be 
deemed given when so delivered personally, or if mailed, five (5) days after 
the date of mailing, as follows:

 If to Pioneer Ventures, to:                    Copies to:

PIONEER VENTURES ASSOCIATES                      Kenneth B. Lerman, Esquire
  LIMITED PARTNERSHIP                            KENNETH B. LERMAN, P.C.
651 Day Hill Road                                651 Day Hill Road
P.O. Box 40                                      Windsor, Connecticut 06095-0040
Windsor, Connecticut 06095

Attention:     Robert A. Lerman
               Managing Director


<PAGE>
Page 48


If to the Company, to:                           Copies to:

Office of the Chairman, Dr. Turan Itil           Peter Landau, Esquire
NEUROCORP, LTD.                                  OPTON, HANDLER, FEILER & LANDAU
150 White Plains Road                            52 Vanderbilt Avenue
Tarrytown, New York 10591                        New York, New York 10017

The parties may change the persons and addresses to which the notices or other
communications are to be sent to it by giving written notice of any such change
in the manner provided herein for giving notice.

         13.4 BINDING EFFECT AND ASSIGNMENT.  
This Agreement shall be binding upon and inure to the benefit of the 
successors and assigns of the parties hereto. No assignment of any rights or 
delegation of any obligations provided for herein may be made by any party 
without the express written consent of the other party.

         13.5 ENTIRE AGREEMENT.  This Agreement contains the entire Agreement 
between the parties with respect to the subject matter hereof.

         13.6 EXHIBITS. All Exhibits annexed hereto and the documents and 
instruments referred to herein or required to be delivered simultaneously 
herewith or at the Closing are expressly made a part of this Agreement as 
fully as though completely set forth herein, and all references to this 
Agreement herein or in any such Exhibits, documents or instruments shall be 
deemed to refer to and include all such Exhibits, documents and instruments. 
Any execution of this Agreement is subject to the receipt of current and 
complete exhibits.

         13.7 GOVERNING LAW. This Agreement shall be governed by, and 
construed in accordance with the laws of the State of Connecticut.

         13.8 CONSENT TO JURISDICTION. The parties here to consent to 
jurisdiction of the Courts of the State of Connecticut and to the U.S. 
District Court in the District of Connecticut.

<PAGE>
Page 49


         13.9 COUNTERPARTS. This Agreement may be executed in counterparts, 
each of which shall be deemed to be an original, but which together shall 
constitute one and the same instrument.

         13.10 SECTION HEADINGS. The section headings contained in this 
Agreement are inserted for convenience of reference only and shall not affect 
the meaning or interpretation of this Agreement.

         13.11 GENDER. Whenever the content of this Agreement permits, the 
masculine, neuter or third person genders shall include the feminine, third 
person and neuter genders, and reference to singular or plural shall be 
interchangeable with the other.

         WITNESS the execution of this Agreement as of the date first above
written.

PIONEER VENTURES ASSOCIATES LIMITED PARTNERSHIP
BY: VENTURES MANAGEMENT PARTNERS LLC
         its General Partner
BY:      Pioneer Ventures Corp.
         Its Managing Member



BY:
   ------------------------------
   Robert A. Lerman, President



                             NEUROCORP, LTD.



                             BY:
                                -------------------------------
                                Turan M. Itil, Chairman

                             ATTEST:
                                                                (Corporate Seal)


                             BY:
                                -------------------------------


<PAGE>
Page 50


                                Vernon Wells, Chief Executive Officer


<PAGE>

                                                     TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                                 Page
                                                                                                                 ----
<S>                                                                                                              <C>

ARTICLE I.     Sale and Transfer of Stock.........................................................................1
   1.1   Series C Senior Convertible Preferred Stock..............................................................1
   1.2   Purchase Price and Payment and Timing....................................................................2
   1.3   Convertible into Common..................................................................................3
   1.4   Cumulative Dividend......................................................................................3
   1.5   Liquidation..............................................................................................4
   1.6   Reservation of Shares; Shares to be Fully Paid...........................................................4
   1.7   Anti-Dilution Rights.....................................................................................4
   1.8   Percentage of Fully Diluted Shares.......................................................................5
   1.9   Voting Rights and Prohibitive Covenants..................................................................6
   1.10     Voting Agreements Concerning Directors................................................................6
   1.11     Transfer Agent........................................................................................8
   1.12     Use of Proceeds.......................................................................................8
   1.13     Conditions Precedent to Closing.......................................................................9
ARTICLE II.     Registration Rights..............................................................................12
   2.1   Demand Registration.....................................................................................12
   2.2   Piggyback Registration..................................................................................13
   2.3   Registration Covenants..................................................................................14
   2.4   Blue Sky Registration...................................................................................15
   2.5   Deregistration..........................................................................................15
   2.6   Right to Delay..........................................................................................16
   2.7   Selection of Underwriters...............................................................................16
   2.8   Principal Shareholders..................................................................................16
   2.9   Transferability of Registration Rights..................................................................16
   2.10     Indemnification by Company re Registration Rights....................................................17
   2.11     Indemnification by Holder............................................................................17
   2.12     Notice of Indemnity and Defense......................................................................18
ARTICLE III.    Co-Sale Provisions...............................................................................19
   3.1   Third-Party Offer and Notice............................................................................19
   3.2   Co-Sale Right of Participation..........................................................................19
   3.3   Notice of Intent to Participate in Co-Sale..............................................................19
ARTICLE IV.     Representations and Warranties of the Company....................................................20
   4.1   Organization, Qualification and Corporate Power.........................................................20
   4.2   Subsidiaries............................................................................................20
   4.3   Authorization of Agreement..............................................................................21
   4.4   Validity.    ...........................................................................................22
   4.5   Government Approval.....................................................................................22
   4.6   Capitalization..........................................................................................22
   4.7   The Financial Statements................................................................................23
   4.8   Patents, Trademarks, Etc................................................................................24
   4.9   Taxes.       ...........................................................................................24
   4.10     Approvals............................................................................................25


<PAGE>
Page ii


   4.11     Litigation...........................................................................................25
   4.12     Schedule of Documents................................................................................26
   4.13     No Defaults..........................................................................................26
   4.14     Lack of Felonies.....................................................................................27
   4.15     No Judgments.........................................................................................27
   4.16     Insurance............................................................................................27
   4.17     No Brokers...........................................................................................27
   4.18     Loans and Liens......................................................................................27
   4.19     Solvency.............................................................................................28
   4.20     Registration Rights..................................................................................28
   4.21     Compliance with Securities Laws......................................................................28
   4.22     Transfer Restrictions................................................................................28
   4.23     Related Party Transactions...........................................................................29
   4.24     Miscellaneous........................................................................................29
   4.25     Additional Representations...........................................................................29
   4.26     Use of Proceeds......................................................................................30
   4.27     Medical Regulations..................................................................................30
   4.28     Complete Disclosure..................................................................................31
ARTICLE V.     Representations and Warranties of Pioneer Ventures................................................31
   5.1   Organization............................................................................................31
   5.2   No Breach...............................................................................................31
   5.3   Authority for and Binding Nature of Agreement...........................................................32
   5.4   Brokers.................................................................................................32
   5.5   Investment..............................................................................................32
ARTICLE VI.     Affirmative Covenants............................................................................32
   6.1   Financial.   ...........................................................................................32
   6.2   Access..................................................................................................33
   6.3   Books of Record and Account.............................................................................33
   6.4   Membership on Board.....................................................................................34
   6.5   Stock Option Plan.......................................................................................35
   6.6   Rule 144 Compliance.....................................................................................35
   6.7   Undertaking to File 34 Act Filings......................................................................35
   6.8   No Breach...............................................................................................36
ARTICLE VII.     Conditions Precedent to the Obligations of......................................................36
Pioneer Ventures to Close........................................................................................36
   7.1   Representations and Warranties..........................................................................36
   7.2   Covenants...............................................................................................37
   7.3   No Actions..............................................................................................37
   7.4   Consents, Licenses and Permits..........................................................................37
   7.5   Certificate. ...........................................................................................37
   7.6   Legal Opinion...........................................................................................37
   7.7   No Material Adverse Change..............................................................................38
   7.8   Agreements with Principals..............................................................................38
   7.9   Key Person Insurance....................................................................................38


<PAGE>
Page iii


   7.10     Settle with Skadden, Arps............................................................................38
   7.11     Settle with Opton Handler Feiler.....................................................................39
   7.12     Settle with Scarano & Lipton, P.C. and Scarano & Tomero, P.C.........................................39
   7.13     Patents   ...........................................................................................40
   7.14     Approval of Counsel..................................................................................40
   7.15     Reduction of Salaries and Modification of Employment Agreements......................................40
   7.16     Accounting Expenses..................................................................................40
   7.17     Consents, Licenses and Permits.......................................................................40
   7.18     Additional Documents.................................................................................41
ARTICLE VIII.     Conditions Precedent to the Obligations of the Company to Close................................41
   8.1   Representations and Warranties..........................................................................41
   8.2   Covenants    ...........................................................................................41
   8.3   No Actions..............................................................................................41
   8.4   Additional Documents....................................................................................42
   8.5   Approval of Counsel.....................................................................................42
ARTICLE IX.     Closing..........................................................................................42
   9.1   Location.    ...........................................................................................42
   9.2   Items to be Delivered by the Company....................................................................42
ARTICLE X.     Survival of Representations; Indemnification; Fees................................................43
   10.1     Survival.............................................................................................43
   10.2     Indemnification......................................................................................44
   10.3     Defense of Claims....................................................................................44
   10.4     Rights without Prejudice.............................................................................45
ARTICLE XI.  Fees................................................................................................45
   11.1     Investment Banking Fees..............................................................................45
   11.2     Expenses.............................................................................................45
   11.3     Legal Fees...........................................................................................45
   11.4     Accounting Fees......................................................................................45
   11.5     Break-Up Fee.........................................................................................46
ARTICLE XII.     Termination and Waiver..........................................................................46
   12.1     Termination..........................................................................................46
   12.2     Waiver.   ...........................................................................................47
ARTICLE XIII.     Miscellaneous Provisions.......................................................................47
   13.1     Expenses.............................................................................................47
   13.2     Modification, Termination or Waiver..................................................................47
   13.3     Notices.  ...........................................................................................47
Opton, Handler, Feiler & Landau..................................................................................48
   13.4     Binding Effect and Assignment........................................................................48
   13.5     Entire Agreement.....................................................................................48
   13.6     Exhibits.............................................................................................48
   13.7     Governing Law........................................................................................49
   13.8     Consent to Jurisdiction..............................................................................49
   13.9     Counterparts.........................................................................................49
   13.10    Section Headings.....................................................................................49


<PAGE>
Page iv


   13.11    Gender    ...........................................................................................49
</TABLE>



<PAGE>



                                LIST OF EXHIBITS

<TABLE>
<CAPTION>

   EXHIBIT                     TITLE                                                                SECTION
   -------                     -----                                                                -------
<S>                 <C>                                                                               <C>

Exhibit 1.1         Series C Senior Convertible Preferred Stock........................................1.1
Exhibit 4.7-A       The Financial Statements...........................................................4.7
Exhibit 4.7-B       The Financial Statements...........................................................4.7
Exhibit 4.8         Patents, Trademarks, Etc...........................................................4.8
Exhibit 4.12        Schedule of Documents   ..........................................................4.12
Exhibit 4.18        Loans and Liens...................................................................4.18
Exhibit 4.23        Related Party Transactions........................................................4.23
</TABLE>


<PAGE>


                 PIONEER VENTURES ASSOCIATES LIMITED PARTNERSHIP




                              INVESTMENT AGREEMENT

                                 by and between
                 PIONEER VENTURES ASSOCIATES LIMITED PARTNERSHIP

                                       and

                                 NEUROCORP, LTD.






                                  July 30, 1998