<PAGE>
EXHIBIT 10.3


                  LICENSE AND COLLABORATIVE RESEARCH AGREEMENT

         This Agreement is entered into as of October 1, 1992, 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 1117 South Milwaukee Avenue, Suite B-12, Libertyville,
Illinois 60048 ("licensee").


                                    STATEMENT
                                   -----------

         AECOM, through Dr. Peter Davies, has been and now is engaged in
research at AECOM relating to Alzheimer's disease, has developed and acquired
substantial expertise and knowhow in this field and desires to continue its
research in this field in collaboration with Licensee. Licensee has expertise
and research capabilities relating to nucleic acid and protein sequencing,
generation of monoclonal and polyclonal antibodies, gene cloning, etc., is in
the business of developing and commercializing biological and medical products,
and desires to acquire a license from AECOM as to AECOM's existing research,
expertise, knowhow and patent rights relating to Alzheimer's disease
therapeutics developed by Dr. Davies at AECOM, and as to AECOM's future
research, expertise, knowhow and patent rights 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 therapeutics for Alzheimer's disease and
                 precursor or related conditions, including any applications in
                 other neurodegenerative diseases derived from the results of
                 the research done under this Agreement. The diagnosis of
                 Alzheimer's disease and precursor or related conditions is
                 specifically excluded from the Field.
         1.02     "Alzheimer Therapeutic 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 Therapeutic 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
                  Therapeutic 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 Therapeutic 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. Davies in his laboratory in the
                  Field of this Agreement.


         1.05    "Licensed Product" means any therapeutic product or treatment
                 method, the manufacture, use or sale of which involves the use
                 of Alzheimer Therapeutic Knowhow, or is covered by a claim of
                 an Alzheimer Therapeutic Patent.

         1.06    "Net Proceeds" means the total consideration received by
                 Licensee in any form from any third party or parties for a
                 sublicense, 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, sales 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.

         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.

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2. . SCOPE OF AGREEMENT


         2.01     As more specifically set forth in Article 4, this Agreement
                  initially contemplates a transfer of existing Alzheimer
                  Therapeutic Knowhow from AECOM to Licensee. Pursuant to such
                  initial transfer and continuing collaboration thereafter, it
                  is contemplated that Licensee will determine the amino add
                  sequence of proteins and base sequence of nucleic acids,
                  generate monoclonal antibodies, done and express and assess
                  biological and therapeutic activity of proteins, all related
                  to the Field of this Agreement.

         2.02     In addition, AECOM and Licensee will engage in a collaborative
                  research project ("Research Project") directed to the Field
                  and funded by Licensee, which collaboration is contemplated to
                  include:

                  a.       development by Licensee of therapeutics based on
                           specific materials provided by AECOM; and

                  b.       other related research and development related to the
                           development by Licensee of therapeutics for
                           Alzheimer's disease.


3.    AECOM AGREEMENTS WITH THIRD PARTIES


         3.01     Licensee acknowledges that AECOM and Dr. Davies are performing
                  research under Research Grant No. R37-MH38623 entitled "Aging
                  and Dementia Cholinergic Neuron Biochemistry" of the National
                  Institutes of Health ("NIH"); Grant No. P01 AG 06803 entitled
                  "Fundamental Studies of Alzheimer's Disease, and P01MH47667
                  entitled "Mechanisms of HIV-Associated CNS Dysfunction in
                  Pediatric AIDS" during the term of this Agreement; that all
                  rights reserved to NIH and the United States Government as a
                  result of these grants shall remain so reserved and shall in
                  no way be affected by this Agreement; and that AECOM and Dr.
                  Davies are obligated under these grants provided, however,
                  that AECOM and Dr. Davies will take all necessary action to
                  secure for Licensee exclusive rights to Licensed Products to
                  the extent permitted under 35 U.S.C. Sec. 202.


         3.02     AECOM has granted diagnostic rights to certain knowhow and
                  patent rights relating to Alzheimer's Disease developed by Dr.
                  Davies and others at AECOM to Abbott Laboratories. Those
                  rights shall not be affected in any way by this Agreement, and
                  AECOM's fulfillment of its obligations to Abbott Laboratories
                  shall not constitute a breach of this Agreement.
<PAGE>

4.    STATEMENT OF WORK

         4.01     Dr. Davies and the Staff, with the cooperation of AECOM, will
                  use their best efforts to transfer, as soon as possible
                  following execution of this Agreement, existing Alzheimer
                  Therapeutic Knowhow from AECOM to Licensee in a manner
                  consistent with Licensee's objective of developing
                  therapeutics for Alzheimer's disease. Specific projects to be
                  undertaken by AECOM and funded by Licensee are outlined in
                  Appendix B.


         4.02     Thereafter, Licensee will use its best efforts to accomplish
                  the following contemplated tasks:

                    a.   development  of  products  designated  to  prevent  the
                         formation  of  lesions   associated  with   Alzheimer's
                         disease;

                    b.   test the effect of such  products  in vivo and in vitro
                         to determine toxicity and efficacy;

                    c.   determine the biological  basis of the activity of such
                         products; and

                    d.   determine  the  optimum   method  for   production  and
                         delivery or inducing the endogenous  production of such
                         products.

                  The parties recognize and agree that the foregoing tasks may
                  be changed, altered or modified as the research and
                  development proceeds under this Agreement to achieve the
                  objectives of this Agreement.

         4.03     During the Research Project and throughout the term of this
                  Agreement, Dr. Davies and the Licensee will regularly exchange
                  information, including Alzheimer Therapeutic Knowhow, relating
                  to the Field and the status of the research and progress made
                  and results obtained on the development of a therapeutic 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.


5.    ALZHEIMER THERAPEUTIC KNOWHOW AND PATENTS

         5.01     All Alzheimer Therapeutic Knowhow, including all inventions,
                  discoveries and developments, whether or not patentable, which
                  are made at AECOM solely by Dr. Davies and the Staff during
                  the term of this Agreement will be owned solely by AECOM. All
                  Alzheimer Therapeutic Knowhow, including all inventions,
                  discoveries and developments, whether or not patentable, which
                  are made jointly by Dr. Davies or the Staff and Licensee

<PAGE>

                  during the course of the Research Project and throughout the
                  term of this Agreement will be owned jointly by AECOM and
                  Licensee. All Alzheimer Therapeutic 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.

         5.02     During the term of this Agreement, AECOM, through Dr. Davies
                  and the Staff, will promptly disclose to Licensee all
                  Alzheimer Therapeutic 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 Therapeutic 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 such determination by
                  Licensee that a patent application should be prepared and
                  filed, AECOM will select patent counsel acceptable to
                  Licensee. Licensee will pay the cost of preparing, filing,
                  prosecuting and maintaining U.S. and foreign parent
                  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. AECOM will file applications for patents in at
                  least the United States, Canada, Japan, Australia, Sweden,
                  Israel and all members of the European Patent Convention.
                  AECOM, Dr. Davies and the Staff will fully cooperate with
                  Licensee in preparing, filing, prosecuting and maintaining
                  such applications and patents relating to Alzheimer
                  Therapeutic 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. Similarly, Licensee will keep Dr. Davies and
                  AECOM fully informed as to all Alzheimer Therapeutic Knowhow
                  conceived, discovered, invented or developed by Licensee and
                  the status of Licensee's efforts to obtain patent protection
                  thereon.



6.    LICENSE GRANT


         6.01     Subject to the rights, if any, of the NIH, AECOM grants to
                  Licensee and Subsidiaries a worldwide, exclusive license, with
                  the right by Licensee to grant sublicenses, under Alzheimer
                  Therapeutic Knowhow, whether existing or developed in the
                  future, owned by AECOM, solely or jointly with Licensee, to
                  make, have made, use and sell Licensed Products. Licensee will

<PAGE>

                  not grant any sublicense under Alzheimer Therapeutic Knowhow
                  unless it first receives the prior written consent of AECOM,
                  which consent will not be reasonably withheld.


         6.02     Subject to the rights, if any, of the NIH, AECOM grants to
                  Licensee and Subsidiaries a worldwide, exclusive license, with
                  the right by Licensee to grant sublicenses, under Alzheimer
                  Therapeutic Patents owned by AECOM, solely or jointly with
                  licensee, to make, have made, use and sell licensed Products.
                  Licensee will not grant any sublicense under Alzheimer
                  Therapeutic 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 solely
                  for scientific and research purposes covered under Alzheimer's
                  Therapeutic Knowhow and developed in Dr. Davies' laboratory,
                  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. Further, Licensee
                  understands and acknowledges that AECOM has previously
                  published existing Alzheimer Therapeutic 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 Therapeutic 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 Therapeutic
                  Knowhow to a third party without the consent of the other.
                  Licensee shall have the right to disclose Alzheimer
                  Therapeutic Knowhow on a confidential basis for commercial
                  purposes subject to AECOM's approval, which approval will not
                  be unreasonably withheld.
<PAGE>

         7.03     During the term of this Agreement, it is contemplated that
                  Licensee will disclose to AECOM proprietary and confidential
                  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 paragraph 2 of 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 Confidential Information"), AECOM agrees to
                  retain such Licensee Confidential Information in confidence,
                  subject to paragraph 7.05 hereof, and not to disclose any such
                  Licensee Confidential Information to a third party without the
                  prior written consent of Licensee.


         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 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 which is owned solely by
                  Licensee. 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 Licensee 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

<PAGE>

                  Information. Licensee agrees to immediately review any such
                  abstracts for publication and promptly approve those which
                  meet the foregoing criteria.

         7.05     AECOM will keep in confidence Licensee Confidential
                  Information for a period of five (5) years after termination
                  or expiration of this Agreement, provided, however, that such
                  obligation of confidentiality will not apply to Licensee
                  Confidential 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 lawful right to make such disclosure.

                    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.


         7.06     Licensee will keep confidential all Alzheimer Therapeutic
                  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 Therapeutic 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

                  c.       is subsequently disclosed to Licensee by a third
                           party having a lawful 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

<PAGE>

                  e.       is independently developed by Licensee without the
                           benefit of Alzheimer Therapeutic Knowhow as evidenced
                           by their written records.


8.    ROYALTIES AND PAYMENT

         8.01     Licensee will pay to AECOM four percent (4%) 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 Therapeutic Patent which
                  covers a Licensed Product made, 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
                  organization in national markets through (i) 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 Therapeutic Know-How 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 8.02 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.

         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 Therapeutic Patent
                  which cover such Licensed Product. If it is necessary for
                  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 payments to
                  AECOM be reduced more than fifty percent (50%) as a result of
                  such offsets.

<PAGE>

         8.05     To insure that Licensee is using its best efforts to
                  commercialize Licensed Products as soon as practicable, if
                  this Agreement is not terminated pursuant to paragraph 13.01,
                  then Licensee agrees to make the following payments;

                    (a)  If the  results  of  studies  in the next two  years on
                         classes  of  compounds  that may  modify  the action of
                         protein   expression   (i.e.   the  expression  of  the
                         abnormally   phosphorylated   paired  helical  filament
                         epitopes   associated  with   Alzheimer's   Disease  by
                         neuroblastoma  cells treated with a protein phosphatase
                         inhibitor)  result in apparent efficacy in cell culture
                         systems, and pass initial toxicity tests, licensee will
                         pay to AECOM amounts rising  incrementally from $50,000
                         per  year  to  $250,000,   in  increments  of  $50,000,
                         beginning on January 30,1999, and being payable on each
                         January 30th thereafter.  These amounts may be credited
                         against  royalties to be paid under paragraphs 8.01 and
                         8.02 during the calendar  year in which such payment is
                         made.


                    (b)  In the case in which compounds efficacious in modifying
                         the  actions  of  protein  expression  in cell  culture
                         systems  have not been found within the next two years,
                         the date for commencement of the payment obligations in
                         paragraph   (a)  will  be  delayed   by  three   years.
                         Licensee's  failure to pay royalties  under  paragraphs
                         8.01 and 8.02 or to make any of the  payments set forth
                         in paragraphs 8.05 or 8.06 shall be the equivalent of a
                         termination of this  Agreement by Licensee  pursuant to
                         paragraph 13.03.

         8.06     If Licensee does not terminate this Agreement pursuant to
                  paragraph 13.03 prior to the date the last payment is due
                  under paragraph 8.05 of this Agreement, then beginning in the
                  first calendar year after such payment is due 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 is
                  non-refundable and will be paid to AECOM in equal semi-annual
                  installments pursuant to paragraph 9.01 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 paragraphs
                  8.05 and 8.06 shall be the equivalent of a termination of this
                  Agreement by Licensee pursuant to paragraph 13.03.

<PAGE>

9.    PAYMENT OF ROYALTIES

         9.01     Royalties due from Licensee to AECOM will be paid within
                  twenty (20) days after the end of each semi-annual period
                  during which the royalty accrued. Payment shall be accompanied
                  by a statement of the amount of Net Sales realized by
                  Licensee, the amount of Net Proceeds received by Licensee from
                  sublicensees, the amount of any deduction and the amount of
                  royalty due from Licensee to AECOM.

         9.02     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 royalties paid to AECOM by Licensee pursuant
                  to this Agreement. Inspection shall be reasonably limited to
                  those manors related to Licensee's royalty obligations under
                  this Agreement.


10.   INFRINGEMENT

         10.01    Licensee shall have the right, in its sole discretion and at
                  its expense, to initiate legal proceedings in AECOM's name
                  against any infringer of an Alzheimer Therapeutic Patent owned
                  by AECOM, solely or jointly with Licensee. 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 counsel fees and out-of-pocket expenses relative
                  to any such legal proceeding.


         10.02    In the event Licensee initiates or carries on legal
                  proceedings to enforce any Alzheimer Therapeutic Patent owned
                  by AECOM, solely or jointly with Licensee, against an alleged
                  infringer, AECOM shall fully cooperate with and supply all
                  assistance reasonably requested by Licensee. AECOM, at its
                  expense, shall have the right to be represented by counsel of
                  its choice in any such proceeding, provided that Licensee
                  shall have the sole right to conduct such proceeding and to
                  enter into any settlement thereof.

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

<PAGE>

                  event the party intending to use such name will promptly
                  inform the other prior to any such required use.


12.   CONSULTING AGREEMENT WITH DR. DAVIES

         12.01    Licensee and Dr. Davies and members of his staff have entered
                  into a Consulting Agreement whereby they will provide to
                  Licensee consulting services with respect to the Field, for
                  which they will be compensated directly by Licensee. Ownership
                  of any Alzheimer Therapeutic Knowhow developed or invention
                  made by Dr. Davies or his staff solely or jointly with
                  Licensee while rendering services under the Consulting
                  Agreement will be governed by paragraph 5.01 hereof and will
                  be subject to the terms and conditions of this Agreement. A
                  copy of the Consulting Agreements are annexed hereto as
                  Appendix C.


13.   Term and Termination


         13.01    This Agreement shall be subject to the successful completion
                  of a private financing by Licensee. Licensee shall notify
                  AECOM in writing of the completion of the financing. The
                  financing shall be for no less than $15 million. If Licensee
                  has not completed the financing by June 30, 1993, Agreement
                  shall terminate as of July 1, 1993 and all rights in Alzheimer
                  Therapeutic Knowhow and Alzheimer Therapeutic Patents will
                  revert to AECOM and Licensee will not use Alzheimer
                  Therapeutic Knowhow for any purposes whatsoever.

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


         13.03    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 under the
                  provisions of Appendix B for a period of one year from the
                  onset of this Agreement. Upon any such termination, all rights
                  in Alzheimer Therapeutic Knowhow and Alzheimer Therapeutic
                  Patents will revert to AECOM and Licensee will not use
                  Alzheimer Therapeutic Knowhow for any purposes whatsoever.

         13.04    If either party defaults on or breaches any material condition
                  of this Agreement, the aggrieved party may serve notice upon

<PAGE>

                  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.

         13.05.   (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 a.
                  arbitrator within thirty (30) days after the commencement of
                  the arbitration proceedings, or in the event of failure of the
                  two party 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).

         13.06    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.

         13.07    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.

14.   FORCE MAJEURE

         14.01    Each party hereto shall be relieved of its obligations
                  hereunder to the extent that fulfillment of such obligations
                  shall be prevented by acts of war, labor difficulties, riot,
                  fire flood, hurricane, windstorm, acts or defaults of common
                  carriers, governmental laws, acts, regulations, shortages of
                  materials or any other occurrence whether or not similar to
                  the foregoing beyond the reasonable control of the party
                  affected thereby.
<PAGE>

15.   AMENDMENT AND ASSIGNMENT

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


         15.02    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.

         15.03    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.

16.    MISCELLANEOUS PROVISIONS

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

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

         16.03    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.

         16.04    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
                  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.
<PAGE>


         16.05    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 Therapeutic Knowhow, or Alzheimer
                  Therapeutic Patents.

17.      NOTICES

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

                                   Molecular Geriatrics, Inc.
                                   1117 S. Milwaukee Ave. - Suite B-l 2
                                   Libertyville, Illinois 60041


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

                                  Kenneth George, Esq.
                                  Amster, Rothstein & Ebenstein
                                  90 Park Ave. - 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
                             A DIVISION OF YESHIVA UNIVERSITY

                                   /s/ Emanuel Genn
WITNESS:                       BY __________________________
/s/ Irma Conti
_______________                TITLE Associate Dean for Business Affairs
                                     ___________________________________
2/1/93
_______________                DATE   2/1/93
                                     _______________________



                              MOLECULAR GERIATRICS, INC.

                              BY /s/ Robert Mauer
                                  __________________________
                              TITLE  Chief Operating and Financial Officer
                                     _____________________________________
                              DATE   November 20, 1992
                                     _______________________


<PAGE>


                               AMENDMENT AGREEMENT

         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 1117 South Milwaukee Avenue, Suite
B-12, Libertyville, Illinois 60048 ("Licensee"), have entered into a LICENSE AND
COLLABORATIVE RESEARCH AGREEMENT on October 1, 1992 ("AGREEMENT").


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


           1. The first line of the AGREEMENT is amended to read as follows:

                     "This Agreement is entered into as of July 1, 1993, by
                     and between Albert Einstein"


           2. Paragraph 13.01 of the AGREEMENT is amended to read as follows:

                     This Agreement shall be subject to the successful
                     completion of a private financing by Licensee. Licensee
                     shall notify AECOM in writing of the completion of the
                     financing. The financing shall be for no less than $10
                     Million. If Licensee has not completed the financing by
                     December 31, 1993, this Agreement shall terminate as of
                     January 1, 1994 and all rights in Alzheimer Therapeutic
                     Knowhow and Alzheimer Therapeutic Patents will revert to
                     AECOM and Licensee will not use Alzheimer Therapeutic
                     Knowhow for any purposes whatsoever.



3. The last paragraph of Appendix 3 of the AGREEMENT is amended to read as
follows:

      The budget for these project shall be a total of $2,500/month for each of
      thirty-six months beginning on July 1, 1993. Payment for each month of
      research shall be made on the first day of the month. Licensee may, at its
      discretion, make research payments on a quarterly in advance basis instead
      of a monthly basis.
<PAGE>



     IN WITNESS WHEREOF,  the parties have entered into this Amendment Agreement
effective as of July 1, 1993.



                               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
                                     ___________________________________
7/6/98
_______________                DATE   7/6/98
                                     _______________________


                              MOLECULAR GERIATRICS, INC.

WITNESS:                      BY /s/ Robert Mauer
/s/ Janet Behnke                     __________________________
________________              TITLE  Chief Operating Officer
7/9/93                               _____________________________________
________________              DATE   7/9/93
                                     _______________________


<PAGE>