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                                                                   EXHIBIT 10.36

                   TURNKEY HOSPITAL AGREEMENT FOR ZHONGSHAN
                 ---------------------------------------------
                HOSPITAL AFFILIATED TO MEDICAL CENTER OF FUDAN
                 ----------------------------------------------
                             UNIVERSITY, SHANGHAI
                             --------------------

                            AS AMENDED JULY 6, 2000
                            -----------------------
                 WITH SIGNATURES EFFECTIVE FROM JUNE 30, 2000
                 --------------------------------------------


THIS AGREEMENT IS MADE BY AND ENTERED INTO BETWEEN ZHONGSHAN HOSPITAL AFFILIATED
TO MEDICAL CENTER OF FUDAN UNIVERSITY (HEREINAFTER REFERRED TO AS PARTY A) AND
NEUROTECH DEVELOPMENT CORPORATION (HEREINAFTER REFERRED TO AS PARTY B).

PARTY A:

ZHONGSHAN HOSPITAL AFFILIATED TO MEDICAL CENTER OF FUDAN UNIVERSITY, LOCATED AT
136 YI XUE YUAN ROAD, SHANGHAI, THE PEOPLES REPUBLIC OF CHINA (PARTY A) WILL BE
THE OPERATOR OF THE HOSPITAL AND IS ENTERING INTO THIS AGREEMENT WITH FULL
CORPORATE INTENT AND LEGAL RESPONSIBILITY IN ACCORDANCE WITH THE GOVERNING LAWS
OF THE PEOPLES REPUBLIC OF CHINA.

PARTY B:

NEUROTECH DEVELOPMENT CORPORATION, A DELAWARE CORPORATION LOCATED AT 45 ORCHARD
ST., MANHASSET, NEW YORK, USA, HEREBY REFERRED TO AS PARTY B, WILL CONSTRUCT THE
NEW ZHONGSHAN HOSPITAL IN ACCORDANCE WITH THE COMMON BASIS AGREED DURING THE
MEETINGS OF APRIL 8TH - 17TH 2000.

1.  FOR PROMOTING THE PRESENT MEDICAL CONDITION OF PARTY A THE PROPOSED HOSPITAL
    FACILITY WILL BE CONSTRUCTED BY PARTY B. THE FACILITY WILL BE BUILT AS A
    STEEL AND CONCRETE STRUCTURE COMPLETELY COMPLIANT WITH THE INTERNATIONAL
    BUILDING CODES EARTHQUAKE STANDARD FOR THE YEAR 2000. THE FACILITY SHALL BE
    FULLY EQUIPPED AS DESCRIBED IN THIS CONTRACT.

2.  THINGS PROVIDED BY PARTY B ON THE APPOINTED SITES OF PARTY A ARE AS FOLLOWS:
                      72,000 SQ. METER TERTIARY HOPSITAL
                      TRAUMA CENTER
                      EXTENDED OUTPATIENT FACILITY
                      DAY SURGERY


                                          SIGN HERE
                                                   ---------------------------
                                               DATE
                                                   ---------------------------

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                         RESEARCH LABORATORIES
                         SURGICAL CENTRE
                         UNDERGROUND PARKING
                         RESIDENCE AS DESCRIBED AND APPROVED IN THE HOSPITAL
     PLANS AS SUBMITTED IN TRUE COPY FORM ON APR 17TH 2000. THE HOSPITAL WILL
     FURTHER CONSIST OF THE FOLLOWING IN GENERAL TERMS WITH FINAL MODIFICATION
     IN YEAR 2 OF CONSTRUCTION FOR THE SPECIFIC EQUIPMENT LIST. ALL DIAGNOSTIC
     EQUIPMENT IS NEW AND IS SUBJECT TO AVAILABILITY AND IS DIGITAL IN
     SPECIFICATION. HOSPITAL WILL CONSIST OF:

     ALL DIAGNOSTIC AND LABORATORY EQUIPMENT
     OPERATING ROOM EQUIPMENT
     EMERGENCY ROOM EQUIPMENT
     PHARMACY EQUIPMENT
     ALL PHARMACEUTICALS
     ALL MEDICAL DISPOSABLES
     COMPUTERIZED BILLING AND ACCOUNTING SYSTEMS
     MEDICAL RECORDS SYTEMS
     INTENSIVE CARE UNIT (ICU)
     CARDIAC CARE UNIT (CCU)
     RADIOLOGY EQUIPMENT
     SATELLITE COMMUNICATION LINK
     DIGITAL DIAGNOSTIC EQUIPMENT (VARIOUS)
     BEDS
     FIXTURES
     FURNISHING
     OTHERS

     CONSTRUCTION STANDARD                       :   USA
     EQUIPMENT STANDARD                          :   USA
     MANUALS                                     :   CHINESE AND ENGLISH

3.   DEPOSIT

     DEPOSIT REQUIREMENT IS HEREBY WAIVED.

4.   PROCEDURE ORDER OF THE AGREEMENT

     UPON ISSUANCE OF THE FINANCING SCHEDULE NEUROTECH WILL SEND A JOINT
     BUDGETARY COMMITTEE TO WORK WITH ZHONGSHAN HOSPITAL TO FINALIZE THE TIME
     SCHEDULES AND ALLOCATIONS THRU THE CREATION OF A "FIRST DRAFT BUDGET".
     UPON INITIAL  PAYMENT BY THE ADMINISTRATOR TO NEUROTECH, AND IN ACCORDANCE
     WITH THE BUDGETS PUBLISHED BY THE

                                          SIGN HERE
                                                   ---------------------------
                                               DATE
                                                   ---------------------------
<PAGE>

     JOINT COMMITTEE OF NEUROTECH AND ZHONGSHAN HOSPITAL, PAYMENTS WILL BE MADE
     TO THE PARTIES AS DESIGNATED BY THE BUDGET. NEUROTECH WILL SEND A TECHNICAL
     TEAM TO WORK WITH A TEAM DESIGNATED BY ZHONGSHAN HOSPITAL. IT WILL BE THIS
     TEAM THAT WILL COMPLETE THE PROPOSED OPERATING RECOMMENDATIONS AND
     APPROPRIATE HEALTH STUDIES FOR THE FINAL BUDGETS. THIS A TEAM SHALL CONSIST
     OF ARCHITECTURAL, ENGINEERING AND MEDICAL PERSONNEL.

5.   APPROVALS REQUIRED

     PARTY A AGREES TO ACCEPT THE RECOMMENDATION AND CONFIGURATIONS OF THE JOINT
     MEDICAL AND ENGINEERING TEAM.  PARTY A WILL BE THE APPLICANT OF RECORD FOR
     ALL GOVERNMENT LICENSES AND TAX EXEMPTION CERTIFICATES.

6.   PAYMENT

     PAYMENTS WILL BE RECEIVED ON AN INSTALLMENT BASIS, AND DISTRIBUTED IN
     ACCORDANCE WITH THE BUDGETS SET FORTH BY THE JOINT COMMITTEE.  THE
     DISTRIBUTION OF FUNDS WILL ALSO BE REGULATED BY THE FINAL TERMS OF THE
     FINANCING AGREEMENT.

     IT IS FURTHER UNDERSTOOD AND MUTUALLY AGREED THAT THE TERMS OF THE
     FINANCING, AS WELL AS CHANGES IN TECHNOLOGY, AND CHANGES IN COST WILL
     EFFECT THE COMPLETION TIME AND COSTS OF THIS PROJECT.

     ALL PAYMENTS RECEIVED WILL BE FOR CAPITAL EXPENSES WHICH INCLUDE, BUILDING,
     MACHINERY AND EQUIPMENT, SITE PREPARATION, DIRECT LABOR, INSURANCE,
     CONTENTS, FURNITURE AND FIXTURES, TRAINING OF PERSONNEL, SUPPLIES ETC.

     FUNDS TO OPERATE THE FACILITY WILL BE PROVIDED BY PARTY A.

7.   DELIVERY TIME

     THERE IS ONLY ONE (1) HOSPITAL THAT IS ZHONGSHAN HOSPITAL AFFILIATED TO
     MEDICAL CENTER OF FUDAN UNIVERSITY IN THIS CONTRACT.  THE CONSTRUCTION OF A
     COMPLEX FOR EMERGENCY AND OUTPATIENT CARE IN THIS HOSPITAL WILL BE
     DELIVERED AND OPENED IN ___ MONTHS FROM THE COMMENCEMENT DATE, TARGETED
     GROUND BREAKING IS NOVEMBER 2000.

                                          SIGN HERE
                                                   ---------------------------
                                               DATE
                                                   ---------------------------
<PAGE>

8.   TRAINING

     STAFF TRAINING WILL COMMENCE AT THE BEGINNING OF THE MID-CYCLE OF THE
     PRODUCTION PROCESS.  THE SALARIES, MEALS, COMMUNICATION AND TRAINING FEES
     OF THE EMPLOYEE ARE THE RESPONSIBILITY OF THE PARTY B.  TRAINING WILL TAKE
     PLACE AT THE UNIVERSITY OF TEXAS, HOUSTON, AND OTHER APPOINTED UNIVERSITIES
     AND HOSPITALS WITHIN NEUROTECH'S AFFILIATIONS.  THERE WILL BE 5 CLASS
     SHIFTS.

9.   ADMINISTRATOR OF THE PROJECT

     AN AMERICAN ADMINISTRATOR WILL REMAIN FOR THE FIRST 24 MONTHS OF OPERATION
     AT THE EXPENSE OF THE PARTY B.

10.  FINANCING

     FINANCING IS ARRANGED THROUGH THE WORLD COUNCIL FOR PEOPLES OF THE UNITED
     NATIONS, INCLUDING INSTALLMENT PROGRAMS PAID TO THE PARTY A FOR THE TURNKEY
     COMPLETION OF THE PROPOSED FACILITY.

11.  PARTY A PROVIDES:
                    LAND
                    MEMBERS OF JOINT COMMITTEE
                    PRELIMINARY OPERATING PLAN
                    PRELIMINARY CONSTRUCTION PLAN

12.  INVESTMENT FUNDS

     THE EMERGENCY AND OUTPATIENT DEPARTMENT OF THE HOSPITAL FACILITY IS PRICED
     AT $140,000,000.00 USD INCLUSIVE OF DELIVERY AND INSTALLATION, SITE
     PREPARATION, CONSTRUCTION, MACHINERY, EQUIPMENT, TRAINING, PHARMACEUTICALS,
     MEDICAL DISPOSABLES, LABORATORIES, ANCILLARY FIXTURES AND FURNISHINGS, WITH
     ALL OTHER ITEMS AS DESCRIBED IN THE FINAL TURNKEY OPERATING PLAN.  PRICING
     MAY VARY IN ACCORDANCE WITH FINAL SPECIFICATIONS AND RECOMMENDATIONS OF
     TECHNICAL COMMITTEE AND/OR PARTY A.

                                          SIGN HERE
                                                   ---------------------------
                                               DATE
                                                   ---------------------------
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THIS AGREEMENT SIGNED BY BOTH REPRESENTATIVES OF PARTY A AND B WILL BE EFFECTIVE
AFTER CHINESE GOVERNMENT APPROVAL. THE AGREEMENT WOULD NOT BE EFFECTIVE BEYOND
THE NECESSITY OF THE PARTY A. THIS CONTRACT WILL BE DEEMED VALID AND SUBJECT TO
THE LAWS OF PEOPLE'S REPUBLIC OF CHINA.



AGREED:


PARTY B:  /s/ Lawrence M. Artz             DATE:    July 6, 2000
        ----------------------                   ---------------
          NEUROTECH CORPORATION                    (as amended)
          NEW YORK, USA
          LAWRENCE M. ARTZ, VICE-PRESIDENT



PARTY A:  /s/Zhang Qunren                  DATE:      JUNE 30, 2000
        -----------------
          ZHONGSHAN HOSPITAL AFFILIATED
          TO MEDICAL CENTER OF FUDAN
          UNIVERSITY
          ZHANG QUNREN,
          VICE EXECUTIVE PROJECT MANAGER



AGENT: :  /s/ Sophia Yao                   DATE:   June 30, 2000
        ----------------                         ---------------
          GRACE FAME INDUSTRIAL, LTD.
          SOPHIA YAO, DIRECTOR