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EXHIBIT 10.4


                       ALBERT EINSTEIN COLLEGE OF MEDICINE



                                TABLE OF CONTENTS
                                                                            PAGE
              1.  Definitions. ............................................    2

              1.01     "Field" ............................................    2

              1.02     "Alzheimer Diagnostic Knowhow"......................    2

              1.03     "Alzheimer Diagnostic Patents"......................    3

              1.04     "Staff" ............................................    3

              1.05     "Licensed Product". ................................    3

              1.06     "Net Proceeds". ....................................    4

              1.07     "Net Sales" ........................................    4

              1.08     "Subsidiary". ......................................    4

              2.  AECOM Agreements With Third Parties. ....................    5

              3.  Statement of Work. ......................................    6

              4.  Research Funding ........................................    8

              5.  Alzheimer Diagnostic Knowhow and Patents ................   11

              6.  License Grant. ..........................................   14

              7.  Confidentiality. ........................................   15

              8.  Royalties and Payments ..................................   20

              9.  Payment Reports and Records .............................   23

              10.  Infringement ...........................................   25

              11.  Prohibition on Use of Names. ...........................   26

              12.  Term and Termination ...................................   26

              13.  Amendment and Assignment................................   30

              14.  Miscellaneous Provisions ...............................   30

              15.  Notices. ...............................................   32


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                         LICENSE AND COLLABORATIVE RESEARCH AGREEMENT
                         --------------------------------------------

          This  Agreement  is entered  into as of February  I, 1994  ("Effective
     Date"),  by and  between  Albert  Einstein  College of  Medicine of Yeshiva
     University,  a Division of Yeshiva University,  a corporation organized and
     existing under the laws of the State of New York having an office and place
     of business at 1300 Morris Park Avenue, Bronx, New York 10461 ("AECOM") and
     Molecular Geriatrics,  Inc., a corporation organized and existing under the
     laws of the State of  Delaware,  having an office and place of  business at
     101 Waukegan Road, Suite 970, Lake Bluff, Illinois 60044 ("Licensee").



                                    STATEMENT
                                    --------
                AECOM and  Licensee  are parties to a License And  Collaborative
Research   Agreement  dated  October  1,  1992  relating  to  therapeutics   for
Alzheimer's disease.  Licensee now desires to acquire a license from AECOM as to
AECOM's  existing  research,  expertise,  knowhow and patent rights  relating to
Alzheimer's disease diagnostics  developed by Dr. Peter Davies ("Dr. Davies") at
AECOM, and as to AECOM's future research,  expertise,  knowhow and patent rights
in this area which  result from the  collaboration  between  AECOM,  through Dr.
Davies, and Licensee under this Agreement.

                NOW, THEREFORE,  in consideration of the mutual covenants herein
contained  and other good and  valuable  consideration,  the receipt of which is
hereby acknowledged, AECOM and Licensee agree as follows:



               1.   DEFINITIONS

               1.01 "Field"  means the  diagnosis  of  Alzheimer's  disease  and
                    precursor or related conditions.

               1.02 "Alzheimer   Diagnostic   Knowhow"  means  all   technology,
                    inventions, technical information,  biological materials and
                    the like, whether patentable or not, discovered, invented or
                    developed by Dr.  Davies or the Staff,  or by Licensee or by
                    any  combination  of Dr.  Davies,  Staff,  or Licensee,  all
                    pursuant to this Agreement,  which relate to the Field,  and
                    also  shall  include   technology,   inventions,   technical
                    information,  biological  materials  and the  like,  whether
                    patentable or not, discovered,  invented or developed by Dr.
                    Davies  and Staff  relating  to the  Field on or before  the
                    Effective  Date of this  Agreement as to which AECOM has the
                    right to grant a license to Licensee.



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               1.03 "Alzheimer  Diagnostic  Patents"  means all U.S. and foreign
                    patent applications and patents owned or controlled by AECOM
                    or by Licensee, or by both AECOM and Licensee jointly, which
                    relate to the Field and which are based on  inventions  made
                    by  Dr.  Davies,  by the  Staff,  or by  Licensee  or by any
                    combination   thereof,   all  pursuant  to  this  Agreement,
                    including  all U.S.  and  foreign  patent  applications  and
                    patents covering Alzheimer Diagnostic Knowhow. Appendix A is
                    a listing of all U.S. and foreign  patent  applications  and
                    patents  which are currently  included in the  definition of
                    Alzheimer  Diagnostic  Patents,  which list shall be updated
                    from time to time by Licensee and AECOM  within  thirty (30)
                    days of filing a new patent application.


               1.04 "Staff" means AECOM  employees  who are  identified by AECOM
                    from  time to time  during  the  term of this  Agreement  as
                    working under the supervision of Dr. Davie in his laboratory
                    in the Field of this Agreement.


               1.05 "Licensed  Product"  means  any  product  in the  Field  the
                    manufacture,  use or  sale  of  which  involves  the  use of
                    Alzheimer Diagnostic Knowhow, or is covered by a claim of an
                    Alzheimer  Diagnostic  Patent. -3- 1.06 "Net Proceeds" means
                    the total  consideration  received  by  Licensee in any form
                    from any third party or parties for a  sublicensee  or other
                    right,  license,  privilege or immunity to make,  have made,
                    use, sell or otherwise dispose of a Licensed Product.


               1.07 "Net  Sales"  means  the  total  consideration  received  by
                    Licensee  and/or  Subsidiaries  in any  form  from  sales of
                    Licensed  Products by Licensee and/or  Subsidiaries to third
                    parties less transportation  charges, sale taxes, use taxes,
                    excise  taxes,  value added taxes,  customs  duties or other
                    imposts,  normal and customary  quantity and cash discounts,
                    and allowances and credits on account of rejection or return
                    of  Licensed  Products  or on account of  retroactive  price
                    reductions.


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               1.08 "Subsidiary"  of Licensee  shall mean a corporation or other
                    business entity  controlled by,  controlling or under common
                    control  with  Licensee.  For  this  purpose,  control  of a
                    corporation  or other  business  entity shall mean direct or
                    indirect beneficial ownership of fifty percent (50%) or more
                    of the  voting  interest  in,  or a fifty  percent  (50%) or
                    greater interest in the equity of, such corporation or other
                    business  entity,  or the maximum  percentage that a foreign
                    investor  may own,  if equal to or less than  fifty  percent
                    (50%), pursuant to local laws, customs or regulations of any
                    country,  but such  corporation,  or other  business  entity
                    shall be deemed to be a Subsidiary  for only so long as such
                    ownership or control exists.


               2.   AECOM AGREEMENTS WITH THIRD PARTIES

               2.01 AECOM,  through Dr.  Davies,  has and will perform  research
                    sponsored  in  part  by the  United  States  Government  and
                    related  to  the  Field.  As a  result  of  this  government
                    sponsorship  of  the  aforementioned  research,  the  United
                    States Government retains certain rights in such research as
                    set  forth in 35  U.S.C.  ss.200  ET.  SEQ.  and  applicable
                    regulations. AECOM will take all necessary action to reserve
                    for Licensee exclusive rights to the technology developed by
                    Dr. Davies in the Field relating to Licensed  Products under
                    the  sponsorship  of the  government,  with the proviso that
                    such  reservation  shall be to the extent permitted under 35
                    U.S.C. Section 200 ET. SEQ. and applicable regulations.


               2.02 AECOM and Dr. Davies'  continuing such government  sponsored
                    research   during  the  term  of  this  Agreement  will  not
                    constitute a breach of this  Agreement.  All rights reserved
                    to the U.S.  Government  under 35 U.S.C.ss.200  ET. seq. and
                    applicable regulations shall remain so reserved and shall in
                    no way be affected by this  Agreement.  AECOM and Dr. Davies
                    are not  obligated  under this  Agreement to take any action
                    which would conflict in any respect with their past, current
                    or  future  obligations  to the U.S.  Government  as to work
                    already  performed  and  to  be  performed  in  the  future,
                    provided, however, that AECOM will take all necessary action
                    to  reserve  for  Licensee   exclusive  rights  to  Licensed
                    Products to the extent permitted under 35 U.S.C. ss.202.


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               2.03 Pursuant to a Sponsored Research Agreement dated February 4,
                    1987,  AECOM had granted  licenses under certain knowhow and
                    patents to Abbott  Laboratories  for use in connection  with
                    Alzheimer's disease  diagnostics.  Pursuant to a Termination
                    and   Settlement   Agreement   between   AECOM  and   Abbott
                    Laboratories, such licenses were terminated as of October 1,
                    1993.



               3.   STATEMENT OF WORK


               3.01 AECOM,  through Dr. Davies and the Staff,  will use its best
                    efforts to transfer, as soon as possible following execution
                    of this Agreement,  existing  Alzheimer  Diagnostic  Knowhow
                    from AECOM to Licensee in manner  consistent with Licensee's
                    objective of developing diagnostics for Alzheimer's disease.
                    AECOM, through Dr. Davies and the Staff, will also conduct a
                    three (3) year  Research  Project  described  in  Appendix B
                    which will be funded by Licensee pursuant to Article 4.

               3.02 Licensee  will use its best  efforts to develop a commercial
                    diagnostic  assay  for  Alzheimer's  disease.  Specifically,
                    Licensee  will  develop  a  prototype   assay  effective  in
                    measuring   Alzheimer's   disease  associated   proteins  in
                    cerebrospinal  fluid  within  twenty  (20)  months  from the
                    Effective Date.  Licensee will then conduct a clinical study
                    to generate data regarding the medical utility of this assay
                    within forty (40) months from the  Effective  Date.  Lastly,
                    Licensee will introduce the assay to the market within sixty
                    (60) months from the Effective Date.

               3.03 During the Research  Project and throughout the term of this
                    Agreement,  AECOM,  through Dr.  Davies,  and Licensee  will
                    regularly   exchange   information,    including   Alzheimer
                    Diagnostic Knowhow,  relating to the Field and the status of
                    the research and progress  made and results  obtained on the
                    development of a commercial diagnostic assay for Alzheimer's
                    disease. On a timely basis, AECOM will provide Licensee with
                    information  developed by Dr. Davies and the Staff regarding
                    research and developments relating to the Field.

               4.   RESEARCH FUNDING

               4.01 The Research  Project to be undertaken by AECOM  pursuant to
                    paragraph  3.01 will commence on the Effective  Date of this
                    Agreement.  Licensee will provide financial support to AECOM
                    for the  Research  Project for three (3) years in the amount
                    of One  Hundred And Five  Thousand  Dollars  ($105,000)  per
                    year, plus


<PAGE>

              overhead AS determined by the National  Institutes of Health.  The
              overhead amount  currently in effect for AECOM is 65.9%.  Payments
              to AECOM for the Research  Project  will be made  according to the
              following schedule:

          (A)  Upon  execution  of this  Agreement,  Licensee  will pay to AECOM
               Forty-Three  Thousand  Five  Hundred  and  Forty-One  Dollars and
               twenty-five cents  ($43,541.25) which is one-quarter of the total
               research  support  for the  first  year of One  Hundred  and Five
               Thousand Dollars ($105,000) plus an overhead amount of Sixty Nine
               Thousand  One Hundred and  Ninety-Five  Dollars  ($69,195)  for a
               total of One Hundred and Seventy  Four  Thousand  One Hundred and
               Ninety-Five Dollars ($174,195).

          (B)  Within three months of the Effective  Date,  Licensee will pay to
               AECOM Forty-Three Thousand Five Hundred and Forty-One Dollars and
               twenty-five  cents  ($43,541.25),  which is the second quarter of
               the research support for the first year.

          (C)  Within six months of the  Effective  Date,  Licensee  will pay to
               AECOM Forty-Three Thousand Five Hundred and Forty-One Dollars and
               twenty-five cents ($43,541.25), which is the third quarter of the
               research support for the first year.

          (d)  Within nine months of the  Effective  Date,  Licensee will pay to
               AECOM Forty-Three Thousand Five Hundred and Forty-One Dollars and
               twenty-five  cents  ($43,541.25),  which is the fourth quarter of
               the research support for the first year.

          (E)  On the first anniversary of the Effective Date, Licensee will pay
               to AECOM one quarter of the total research support for the second
               year of One Hundred and Five  Thousand  Dollars  ($105,000)  plus
               overhead  calculated at the then applicable  rate.  Licensee will
               pay  the  remaining  three  quarters  at  three  month  intervals
               thereafter.

          (F)  On the second  anniversary of the Effective  Date,  Licensee will
               pay to AECOM one  quarter of the total  research  support for the
               third year of One Hundred and Five  Thousand  Dollars  ($105,000)
               plus overhead  calculated at the then applicable  rate.  Licensee
               will pay the remaining  three  quarters at three month  intervals
               thereafter.

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          4.02 AECOM,  Dr.  Davies and the Staff  will not incur any  expense in
               excess of the amounts  budgeted  without first obtaining  written
               authorization from Licensee.

          4.03 Licensee's  failure  to  make  any of the  payments  required  by
               paragraph  4.01 after  notice of such  failure  and a  reasonable
               opportunity  to cure shall be the  equivalent of a termination of
               this Agreement by Licensee pursuant to paragraph 12.02.

          4.04 If AECOM determines that the Research Project  conducted by AECOM
               should  be  terminated,   AECOM  shall  notify  Licensee  of  the
               termination date for the Research  Project.  The Research Project
               and  Licensee's  obligations to provide  further  funding for the
               Research Project shall terminate as of the termination date.


          5.   ALZHEIMER DIAGNOSTIC KNOWHOW AND PATENTS

          5.01 All Alzheimer Diagnostic Knowhow which is made at AECOM solely by
               Dr. Davies and the Staff during the term of this  Agreement  will
               be owned solely by AECOM. All Alzheimer  Diagnostic Knowhow which
               is made jointly by Dr.  Davies or the Staff and  Licensee  during
               the course of the  Research  Project and  throughout  the term of
               this Agreement  will be owned jointly by AECOM and Licensee.  All
               Alzheimer  Diagnostic  Knowhow  which is made  solely by Licensee
               during  the  term  of this  Agreement  will be  owned  solely  by
               Licensee.  All Alzheimer Diagnostic Knowhow,  irrespective of the
               ownership   thereof  as  between  the  parties,   is  subject  to
               Licensee's  license granted  pursuant to the terms and conditions
               of this Agreement and Licensee's  undertaking to make payments to
               AECOM.


          5.02 During the term of this Agreement,  AECOM, through Dr. Davies and
               the Staff,  will  promptly  disclose  to Licensee  all  Alzheimer
               Diagnostic Knowhow conceived,  discovered,  invented or developed
               at AECOM by Dr.  Davies  and the Staff,  solely or  jointly  with
               Licensee.  On  any  significant   development  made  relative  to
               Alzheimer  Diagnostic Knowhow and/or Licensed  Products,  whether
               made by  Licensee,  AECOM,  or  jointly  by  Licensee  and AECOM,
               Licensee shall determine whether a patent  application  should be
               prepared and filed in view of Licensee's best business  judgment.
               Following a determination by Licensee that a patent application


<PAGE>

              should be prepared  and filed,  AECOM will select  patent  counsel
              reasonably  acceptable  to Licensee and Licensee will pay the cost
              of preparing, filing, prosecuting and maintaining U.S. and foreign
              patent  applications  and patents.  AECOM will keep Licensee fully
              informed concerning such applications and patents and will consult
              with Licensee concerning the prosecution of such applications.


          5.03 As  of  the  Effective  Date,  Licensee  will  pay  the  cost  of
               prosecuting  and  maintaining  the Alzheimer  Diagnostic  Patents
               listed on Appendix A using patent  counsel  selected by AECOM and
               reasonably  acceptable to Licensee and will also reimburse  AECOM
               for the cost of prosecution of such  applications from October 1,
               19 until the  Effective  Date.  AECOM  will keep  Licensee  fully
               informed  concerning  such  applications  and will  consult  with
               Licensee concerning the prosecution of such applications.

          5.04 AECOM,  Dr.  Davies  and the  Staff  will  fully  cooperate  with
               Licensee in preparing,  filing,  prosecuting and maintaining such
               applications  and  patents   relating  to  Alzheimer   Diagnostic
               Knowhow. Licensee may, upon reasonable notice to AECOM, decide to
               discontinue  paying the expenses  associated  with any particular
               application or patent. If Licensee decides to discontinue  paying
               such expenses, AECOM may pay such expenses. Licensee shall retain
               no further rights in any application or patent for which Licensee
               decides to  discontinue  paying such  expenses and AECOM  assumes
               such responsibility.


          5.05 Licensee  will keep  AECOM  fully  informed  as to all  Alzheimer
               Diagnostic Knowhow conceived,  discovered,  invented or developed
               by Licensee and the status of Licensee's efforts to obtain patent
               protection thereon for the mutual benefit of AECOM and Licensee.

          6.   LICENSE GRANT


          6.01 Subject to paragraphs 2.01 and 2.02, AECOM grants to Licensee and
               Subsidiaries a worldwide,  exclusive  license,  with the right by
               Licensee to grant sublicenses, under Alzheimer Diagnostic Knowhow
               to make, have made, use and sell Licensed Products. Licensee will
               not grant  any  sublicense  under  Alzheimer  Diagnostic  Knowhow
               unless it first  receives  the prior  written  consent  of AECOM,
               which consent will not be reasonably withheld.



<PAGE>

          6.02 Subject to paragraphs 2.01 and 2.02, AECOM grants to Licensee and
               Subsidiaries a worldwide,  exclusive  license,  with the right by
               Licensee to grant sublicenses, under Alzheimer Diagnostic Patents
               to make, have made, use and sell Licensed Products. Licensee will
               not grant  any  sublicense  under  Alzheimer  Diagnostic  Patents
               unless it first  receives  the prior  written  consent  of AECOM,
               which consent will not be unreasonably withheld.

          6.03 Notwithstanding the exclusive rights granted to Licensee pursuant
               to paragraphs 6.01 and 6.02, AECOM shall retain the right to make
               and use Licensed  Products in its own laboratories for scientific
               purposes and for continued research. Further, with the consent of
               Licensee,  which consent will not be unreasonably withheld, AECOM
               shall  have the  right  to make  available  to  other  scientific
               institutions  and  researchers  small  quantities  of  biological
               materials  covered  under  Alzheimer's   Diagnostic  Knowhow  and
               developed in Dr.  Davies'  laboratory,  solely for scientific and
               research  purposes  provided this is done under a confidentiality
               agreement approved by Licensee.


          6.04 Nothing  contained  in  this  Agreement  shall  be  construed  or
               interpreted  as a grant,  by  implication  or  otherwise,  of any
               license except as expressly specified in Paragraphs 6.01 and 6.02
               hereof.


          7.   CONFIDENTIALITY


          7.01 Nothing  herein   contained  shall  preclude  AECOM  from  making
               required  reports  or  disclosures  to the  NIH  or to any  other
               governmental  organization.  Further,  Licensee  understands  and
               acknowledges  that  AECOM  has or may have  previously  published
               Alzheimer  Diagnostic  Knowhow  developed  prior to the Effective
               Date of this Agreement.


          7.02 Subject to the reporting  requirements and prior  publications of
               Paragraph  7.01 hereof and the future rights of  publication  set
               forth in paragraph 7.04 hereof, AECOM and Licensee will retain in
               confidence  Alzheimer  Diagnostic  Knowhow  owned  by  AECOM,  by
               Licensee  or jointly  by AECOM and  Licensee  which is  developed
               during the term of this Agreement; and neither AECOM nor Licensee
               will disclose any such  Alzheimer  Diagnostic  Knowhow to a third
               party without the consent of the other.  Licensee  shall have the


<PAGE>
               right to disclose Alzheimer  Diagnostic Knowhow on a confidential
               basis for commercial purposes subject to AECOM's approval,  which
               approval will not be unreasonably withheld.

          7.03 During  the  term  of this  Agreement,  it is  contemplated  that
               Licensee  will  disclose to AECOM  proprietary  and  confidential
               business   information,    technology,    inventions,   technical
               information, biological materials and the like which are owned or
               controlled  by Licensee  and which relate to or will be useful in
               the  collaborations   contemplated  pursuant  to  this  Agreement
               ("Licensee  Confidential  Information").  Licensee initially will
               disclose all  Licensee  Confidential  Information  in writing (or
               promptly confirm the oral disclosure thereof in writing) and will
               designate  any such  Licensee  Confidential  Information  with an
               appropriate   notation  of   confidentiality   (e.g.,   "Licensee
               Confidentia  Information").  AECOM agrees to retain such Licensee
               Confidential  Information  in confidence  and not to disclose any
               such Licensee  Confidential  Information to a third party without
               prior  written  consent of Licensee for a period  ending five (5)
               years  after  termination  of this  Agreement,  except  that such
               obligations shall not apply to any information which:

              (a) was known to AECOM or  generally  known to the public prior to
                  its disclosure hereunder; or

              (b) subsequently  becomes  known to the public by some means other
                  than a breach of this Agreement; or

              (C) is  subsequently  disclosed to AECOM by a third party having a
                  awful right to make such disclosure; or

              (d) is required to be disclosed by regulation,  law or court order
                  to the most limited extent necessary to comply therewith; or

              (e) is  independently  developed  by AECOM  without the benefit of
                  Licensee  Confidential  Information  as  evidenced  by AECOM's
                  written records.

          7.04 Notwithstanding  the provisions of paragraph 7.02,  AECOM will be
               free to  publish  scientific  results  relating  to the  Field in
               scientific  journals,  provided,  however,  that  any  manuscript
               containing  such  scientific  results  will not contain  Licensee
               Confidential Information.  Further, AECOM will supply to Licensee


<PAGE>

               a copy  of any  such  manuscript  prior  to  its  submission  for
               publication,  so that Licensee may evaluate such  manuscript  and
               determine whether it contains  patentable subject matter relating
               to the  Field on which a patent  application  should  be filed by
               Licensee   pursuant  to  paragraph  5.02  or  contains   Licensee
               Confidential Information.  At Licensee's request, AECOM initially
               will  delay  submission  of the  manuscript  in order  to  enable
               Licensee  to prepare  and file a patent  application  on any such
               patentable  subject  matter and will  cooperate  with Licensee in
               deleting   from  any  such   manuscript   Licensee   Confidential
               Information.  In implementation  of the foregoing,  within thirty
               (30) days after  receipt  by  Licensee  of a proposed  manuscript
               which  AECOM  intends to  publish,  Licensee  will  notify  AECOM
               whether or not a patent  application will be filed by Licensee in
               accordance with the terms and conditions of this Agreement. If at
               the end of such thirty (30) day period Licensee and AECOM are not
               able to agree to a mutually acceptable date for submission of the
               manuscript  for  publication  to enable  License to implement its
               decision  to  file  a  patent  application,  AECOM  shall  notify
               Licensee  of  its  intention  to  submit  such   manuscript   for
               publication without Licensee's approval and may do so thirty (30)
               days after  giving such  notice.  Consistent  with the  foregoing
               procedure and without breach  thereof,  Dr. Davies shall have the
               right to  release  abstracts  for  publications  relating  to the
               Field,  providing that such  abstracts do not contain  patentable
               subject  matter or Licensee  Confidential  Information.  Licensee
               agrees to immediately  review any such abstracts for  publication
               and promptly approve those which meet the foregoing criteria.


          7.05 Licensee will keep confidential all Alzheimer  Diagnostic Knowhow
               received  from  AECOM  for a  period  of  five  (5)  years  after
               termination or expiration of this Agreement,  provided,  however,
               that  the  obligation  of  confidentiality   will  not  apply  to
               Alzheimer Diagnostic Knowhow which:


               a.   was known to Licensee or generally known to the public prior
                    to its disclosure hereunder; or

               b.   subsequently becomes known to the public by some means other
                    than a  breach  of  this  Agreement,  including  publication
                    and/or laying open to inspection of any patent  applications
                    or patents; or


<PAGE>

               c.   is  subsequently  disclosed  to  Licensee  by a third  party
                    having  a awful  right  to make  such  disclosure;  or

               d.   is  required to be  disclosed  by  regulation,  law or court
                    order  to  the  most  limited  extent  necessary  to  comply
                    therewith; or

               e.   is  independently  developed by Licensee without the benefit
                    of Alzheimer  Diagnostic  Knowhow as evidenced by Licensee's
                    written records.

               8.   ROYALTIES AND PAYMENTS

               8.01 Licensee  will pay to AECOM  seven  percent  (7%) of the Net
                    Sales by Licensee and Subsidiaries. Licensee shall make such
                    payments  for  the  longer  of ten  (10)  years  from  First
                    Commercial  Sale by Licensee of a Licensed  Product or until
                    the expiration of the last Alzheimer Diagnostic Patent which
                    covers a Licensed  Product  make,  used or sold by Licensee.
                    For the purpose of this paragraph,  "First  Commercial Sale"
                    shall  occur  when   Licensee  or  a  Subsidiary   makes  an
                    unrestricted  release of a Licensed Product to its sales and
                    marketing  organizations in national markets through (1) the
                    United States or (ii) in a major western European country or
                    (iii)  Japan,  intended to reach the general  market for the
                    Licensed Product.

               8.02 Licensee  will  pay to  AECOM  thirty  percent  (30%) of Net
                    Proceeds for so long as Licensee receives Net Proceeds.

               8.03 If the total market  share of  unauthorized  third  parties,
                    using Alzheimer's Diagnostic Knowhow to manufacture and sell
                    products  which  directly  compete in the market  place with
                    Licensed  Products,  exceeds  10% in  Brazil,  India,  Korea
                    and/or  Taiwan,  then  the  applicable  royalties  otherwise
                    payable by Licensee to AECOM  pursuant to Paragraph  8.01 on
                    annual Net sales in the country (Brazil, India, Korea and/or
                    Taiwan)  where  such  competition  exists  shall be  reduced
                    proportionally by the same percentage as the market share of
                    the  unauthorized  third  party,  provided  that the maximum
                    reduction  of royalty  shall be fifty  percent  (50%).  Such
                    reduced  royalty shall remain in effect only as long as such
                    competition  continues  to exist.  The market  share of such
                    unauthorized  third parties shall be determined  annually by
                    an independent marketing research firm selected and paid for
                    by Licensee and acceptable to AECOM.


<PAGE>

               8.04 Only one royalty will be payable on Net Sales by Licensee of
                    a Licensed  Product under paragraph 8.01,  regardless of the
                    number of patent  claims in an Alzheimer  Diagnostic  Patent
                    which cover such  Licensed  Product.  If it is  necessary or
                    Licensee  to pay  royalties  to any third  party in order to
                    sell Licensed Products,  Licensee may offset one-half of the
                    royalties payable to third parties against royalties payable
                    to AECOM, provided that under no circumstances may royalties
                    to AECOM be  reduced  more  than  fifty  percent  (50%) as a
                    result of such offsets.


               8.05 Upon  execution  of this  Agreement,  Licensee  shall pay to
                    AECOM Ten Thousand  Dollars  ($10,000) as a license  signing
                    fee,  which  payment  is  non-refundable  and  shall  not be
                    credited  against any other payments due to AECOM under this
                    Agreement.


               8.06 If Licensee does not terminate  this  Agreement  pursuant to
                    paragraph  12.02 prior to January 1, 2000, then beginning in
                    the calendar year 2000 and in each calendar year thereafter.
                    Licensee  agrees to pay to AECOM  guaranteed  minimum annual
                    royalties (to be credited against actual  royalties  payable
                    pursuant to  paragraphs  8.01 and 8.02) during each calendar
                    year of Two Hundred and Fifty Thousand  Dollars  ($250,000).
                    This guaranteed  minimum annual royalty s non-refundable and
                    will be paid to  AECOM  in  equal  semi-annual  installments
                    pursuant to Article 9 during each such calendar  year. In no
                    event shall any  difference  between  actual  royalties  and
                    minimum  guaranteed  royalties  in any  such  calendar  year
                    affect  Licensee's  obligation  to  pay  minimum  guaranteed
                    royalties in any other calendar year.


               8.07 Licensee's  failure to pay royalties  under  paragraphs 8.01
                    and  8.02  or to  make  any of the  payments  set  forth  in
                    paragraph  8.06,   after  notice  of  such  failure  and  an
                    opportunity   to  cure,   shall  be  the   equivalent  of  a
                    termination  of  this  Agreement  by  Licensee  pursuant  to
                    paragraph 12.02.



               9.   PAYMENT REPORTS AND RECORDS


               9.01 All  payments  required  to be made  by  Licensee  to  AECOM
                    pursuant  to this  Agreement  shall be made to AECOM in U.S.
                    Dollars by check  payable  to AECOM and sent to the  address
                    set out in paragraph 15.01 for AECOM.
<PAGE>


               9.02 Payment due from  Licensee to AECOM  pursuant to  paragraphs
                    8.01,  8.02 and 8.06 will be paid  within  twenty  (20) days
                    after the end of each  semi-annual  period  during which the
                    payment accrued. Payment shall be accompanied by a statement
                    of  the  amount  of  Net  Sales  realized  by  Licensee  and
                    Subsidiaries,   the  amount  of  Net  Proceeds  received  by
                    Licensee  from  sublicensees,  the  amount  of  any  minimum
                    royalty  due to  AECOM,  and  the  total  payment  due  from
                    Licensee to AECOM.

               9.03 Licensee  shall  maintain  the usual  books of  account  and
                    records  showing  sales  of  Licensed  Product,   Net  Sales
                    attributable   to  such   sales,   amounts   received   from
                    sublicensees  and Net Proceeds  attributable  thereto.  Such
                    books  and  records  shall  be open to  inspection  by AECOM
                    during usual .business  hours,  by an independent  certified
                    public   accountant  to  whom  Licensee  has  no  reasonable
                    objection,  for two (2)  years  after the  calendar  year to
                    which  they  pertain,  for  the  purpose  of  verifying  the
                    accuracy of the payments made to AECOM by Licensee  pursuant
                    to this Agreement. Inspection shall be reasonably limited to
                    those  matters  related to  Licensee's  payment  obligations
                    under this Agreement.

               10   INFRINGEMENT

               10.1 Licensee  shall have the right,  in its sole  discretion and
                    its expense,  to initiate legal  proceeding on its behalf or
                    in AECOM's name,  if necessary,  against any infringer of an
                    Alzheimer   Diagnostic  Patent  who  makes,  uses  or  sells
                    products in the Field.  Licensee  shall  notify AECOM of its
                    intention to initiate such  proceedings at least thirty (30)
                    days  prior  to  commencement  thereof.  Any  settlement  or
                    recovery  received from any such proceeding shall be divided
                    seventy  percent (70%) to Licensee and thirty  percent (30%)
                    to AECOM after Licensee  deducts from any such settlement or
                    recovery  its  reasonable  counsel  fees  and  out-of-pocket
                    expenses relative to any such legal proceeding.  If Licensee
                    decides not to initiate legal  proceedings  against any such
                    infringer,  then AECOM shall have the right to initiate such
                    legal proceedings.  Any settlement or recovery received from
                    any such proceeding shall be divided thirty percent (30%) to
                    Licensee  and  seventy  percent  (70%) to AECOM  after AECOM
                    deducts from any such  settlement or recovery its reasonable
                    counsel fees and out-of-pocket expenses relative to any such
                    legal proceeding.


<PAGE>



             10.2   In the event that either party initiates or carries on legal
                    proceedings  to  enforce  any  Alzheimer  Diagnostic  Patent
                    against an alleged  infringer,  the other  party shall fully
                    cooperate   with  and  supply  all   assistance   reasonably
                    requested.  Further,  the other party at its expense,  shall
                    have the right to be represented by counsel of its choice in
                    any such  proceeding,  provided that the party who initiates
                    or  carries  on the legal  proceedings  shall  have the sole
                    right to  conduct  such  proceedings  and to enter  into any
                    settlement  thereof  for the  mutual  benefit  of AECOM  and
                    Licensee.



             11.    PROHIBITION ON USE OF NAMES


             11.01  AECOM and Licensee  each shall not use the name of the other
                    without  prior  written  consent,  except if the use of such
                    name is required by law,  regulation or judicial  order,  in
                    which  event  the  party  intending  to use such  name  will
                    promptly inform the other prior to any such required use.



             12.    TERM AND TERMINATION


             12.01  Unless  terminated  earlier under other  provisions  hereof,
                    this Agreement will expire upon the expiration of Licensee's
                    last obligation to pay royalty hereunder.


             12.02  Licensee may terminate this  Agreement  anytime after thirty
                    (30)  days  from the  execution  of this  Agreement  and the
                    licenses  granted  hereunder by giving notice to AECOM sixty
                    (60) days prior to such  termination.  Upon such termination
                    Licensee  shall be  obligated  to  compensate  AECOM  for an
                    amount equal to any salary  obligations  undertaken by AECOM
                    for the  Research  Project for a period of one year from the
                    date of termination.  Upon any such termination,  all rights
                    in Alzheimer  Diagnostic  Knowhow and  Alzheimer  Diagnostic
                    Patents  will  revert  to AECOM  and  Licensee  will not use
                    Alzheimer Diagnostic Knowhow for any purposes whatsoever.


<PAGE>

             12.03  If  either  party  defaults  on  or  breaches  any  material
                    condition of this  Agreement,  the aggrieved party may serve
                    notice  upon the  other  party  of the  alleged  default  or
                    breach.  If such  default or breach is not  remedied  within
                    sixty (60) days from the date of such notice,  the aggrieved
                    party may at its  election  terminate  this  Agreement.  Any
                    failure to terminate  hereunder  shall not be construed as a
                    waiver by the aggrieved  party of its right to terminate for
                    future  defaults  or  breaches.  Upon  termination  of  this
                    Agreement by AECOM pursuant to this paragraph, all rights in
                    Alzheimer   Diagnostic  Knowhow  and  Alzheimer   Diagnostic
                    Patents  will  revert  to AECOM  and  Licensee  will not use
                    Alzheimer  Diagnostic  Knowhow for any  purposes  whatsoever
                    and,  except as  provided  in  paragraph  12.06,  Licensee's
                    obligations to make payments hereunder will be terminated.

             12.02  Licensee may terminate this  Agreement  anytime after thirty
                    (30)  days  from the  execution  of this  Agreement  and the
                    licenses  granted  hereunder by giving notice to AECOM sixty
                    (60) days prior to such  termination.  Upon such termination
                    Licensee  shall be  obligated  to  compensate  AECOM  for an
                    amount equal to any salary  obligations  undertaken by AECOM
                    for the  Research  Project for a period of one year from the
                    date of termination.  Upon any such termination,  all rights
                    in Alzheimer  Diagnostic  Knowhow and  Alzheimer  Diagnostic
                    Patents  will  revert  to AECOM  and  Licensee  will not use
                    Alzheimer Diagnostic Knowhow for any purposes whatsoever.


             12.03  If  either  party  defaults  on  or  breaches  any  material
                    condition of this  Agreement,  the aggrieved party may serve
                    notice  upon the  other  party  of the  alleged  default  or
                    breach.  If such  default or breach is not  remedied  within
                    sixty (60) days from the date of such notice,  the aggrieved
                    party may at its  election  terminate  this  Agreement.  Any
                    failure to terminate  hereunder  shall not be construed as a
                    waiver by the aggrieved  party of its right to terminate for
                    future  defaults  or  breaches.  Upon  termination  of  this
                    Agreement by AECOM pursuant to this paragraph, all rights in
                    Alzheimer   Diagnostic  Knowhow  and  Alzheimer   Diagnostic
                    Patents  will  revert  to AECOM  and  Licensee  will not use


<PAGE>

                    Alzheimer  Diagnostic  Knowhow for any  purposes  whatsoever
                    and,  except as  provided  in  paragraph  12.06,  Licensee's
                    obligations to make payments hereunder will be terminated.


             12.04  (i) Any  dispute  controversy  or  claim  arising  out of or
                    relating to this  Agreement,  or the breach,  termination or
                    invalidity thereof shall be settled by arbitration conducted
                    in New York in accordance  with the  then-existing  rules of
                    the American  Arbitration  Association ("AAA"), and judgment
                    upon the award rendered by the  arbitrator(s) may be entered
                    in any court having jurisdiction thereof.


                    (ii) In any arbitration  pursuant to (i), the award shall be
                    rendered  by  a  majority  of  the  members  of a  Board  of
                    Arbitration  consisting of three members,  one of whom shall
                    be appointed by each party and the third of whom,  who shall
                    be the chairman of the arbitration panel, shall be appointed
                    by mutual agreement of the two arbitrators  appointed by the
                    parties.  In the event of  failure  of a party to appoint an
                    arbitrator within thirty (30) days after the commencement of
                    the arbitration  proceedings,  or in the event of failure of
                    the two  appointed  arbitrators  to agree  within sixty (60)
                    days after the  commencement of the  arbitration  proceeding
                    upon  the   appointment  of  the  third   arbitrator,   such
                    arbitrator  shall be appointed by the AAA in accordance with
                    its then-existing rules. (For this purpose,  commencement or
                    the  arbitration  proceedings  shall  be the date on which a
                    request or demand for  arbitration  is first  filed with the
                    AAA).


             12.05  If either party  becomes  insolvent  or makes an  assignment
                    for  the  benefit  of  creditors  or  if  proceedings  for a
                    voluntary  bankruptcy  are  instituted  on  behalf of either
                    party or if either party is declared  bankrupt or insolvent,
                    the other party may at its election terminate this Agreement
                    by notice to the bankrupt or insolvent party.


             12.06  Termination  of this  Agreement  by either  party  shall not
                    prejudice  the right of AECOM to recover  any royalty due at
                    the  time  of   termination   or  which  becomes  due  after
                    termination  based upon rights  vested prior to  termination
                    and  shall  not  prejudice  any  cause of action or claim of
                    either party accruing under the licenses granted herein.

<PAGE>
             13.    AMENDMENT AND ASSIGNMENT

             13.01  This Agreement sets forth the entire  understanding  between
                    the parties pertaining to the subject matter hereof.


             13.02  Except as otherwise provided herein,  this Agreement may not
                    be amended, supplemented or otherwise modified, except by an
                    instrument in writing signed by both parties.

             13.03  Without  the prior  written  approval  of the  other  party,
                    neither  party may assign this  Agreement  except to a party
                    acquiring   substantially   all  of  the  assigning  party's
                    business to which this Agreement relates.



             14.    MISCELLANEOUS PROVISIONS


             14.01  This  Agreement   shall  be  interpreted  and  construed  in
                    accordance with the laws of the State of New York.

             14.02  This  Agreement has been  prepared  jointly and shall not be
                    strictly construed against either party.

             14.03  If  any  term  or  provision   of  this   Agreement  or  the
                    application  thereof to any person or circumstance  shall to
                    any extent be invalid or  unenforceable,  the  remainder  of
                    this Agreement or the  application of such term or provision
                    to persons or circumstances  other than those as to which it
                    is held  invalid  or  unenforceable  shall  not be  affected
                    thereby and each term and provision of this Agreement  shall
                    be valid and  enforced to the fullest  extent  permitted  by
                    law.

             14.04  Licensee agrees to indemnify AECOM, its trustees,  employees
                    and agents for the cost of defense and for damages  awarded,
                    if any,  as a result of any  claims,  liabilities,  suits or
                    judgments  arising  out of this  Agreement,  so long as such
                    claims,   liabilities,   suits,   or   judgments   are   not
                    attributable to grossly negligent or intentionally  wrongful
                    acts or  omissions by AECOM,  its  trustees,  employees  and
                    agents  or  a  breach  by  AECOM  of  this  Agreement.  This
                    indemnity is  conditioned  upon AECOM's  obligation  to: (i)
                    advise Licensee of any claim or lawsuit, in writing promptly


<PAGE>

                    after AECOM has received notice of said claim or lawsuit and
                    (ii)  assist  Licensee  and  its   representatives   in  the
                    investigation  and defense of any lawsuit  and/or  claim for
                    which indemnification is provided.

             14.05  This Agreement  shall not apply to other  research  projects
                    or  collaborations  conducted  by  Licensee,  provided  such
                    research  projects or  collaborations  are conducted without
                    the  use  whatsoever  of any of the  materials  supplied  or
                    produced under this Agreement, Alzheimer Diagnostic Knowhow,
                    or Alzheimer Diagnostic Patents.



             15.    NOTICES


             15.01  Any notice or report  required or permitted  hereunder shall
                    be given in writing by registered or certified mail,  return
                    receipt request, to the following addresses:




                        TO LICENSEE:
                        Molecular Geriatrics, Inc.
                        101 Waukegan Road - Suite 970
                        Lake Bluff, Illinois  60044


                         TO AECOM:
                         Albert Einstein College of Medicine
                           of Yeshiva University
                         1300 Morris Park Avenue
                         Bronx, NY  10461
                         Attention:   Dr. Sidney Goldfischer
                                      Office of Industrial Liaison




<PAGE>




                         WITH COPY TO:

                         Kenneth P. George, Esq.
                         Amster, Rothstein & Ebenstein
                         90 Park Avenue - 21st Floor
                         New York, NY  10016

              IN WITNESS  WHEREOF,  the parties have entered into this Agreement
effective as of the day and year first above written.


                              ALBERT EINSTEIN COLLEGE OF MEDICINE
                              OF YESHIVA UNIVERSITY, A DIVISION
                              OF YESHIVA UNIVERSITY

                                   /s/ Emanuel Genn
                               BY __________________________
/s/ Irma Conti
_______________                TITLE Associate Dean for Business Affairs
                                     ___________________________________
2/10/94
_______________                DATE   2/10/94
                                     _______________________



                              MOLECULAR GERIATRICS, INC.

WITNESS:                      BY /s/ Robert Mauer
/s/Phillip Donenberg             __________________________________
________________              TITLE  Chief Operating Officer
Controller 2/4/94             _____________________________________
________________              DATE   Feb. 4, 1994
                                     ______________________________



<PAGE>