*CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                                                                   EXHIBIT 10.14





                                LICENSE AGREEMENT

                                 by and between

                          APPLIED NEUROSOLUTIONS, INC.

                                       and

                                 BIOMERIEUX, SA

<PAGE>

      This  LICENSE  AGREEMENT  ("Agreement"),  made in  Chicago,  Illinois  and
effective  December  ___, 2004  ("Effective  Date"),  is by and between  Applied
NeuroSolutions,  Inc.,  a  Delaware  corporation  having  a  principal  place of
business at 50 Lakeview  Parkway,  Vernon  Hills,  Illinois  60061  ("AN"),  and
bioMerieux,  SA.,  a French  corporation  having  a  principal  office  at Marcy
l'Etoile, France ("BM").

      WHEREAS,  AN is the owner of  certain  patents,  patent  applications  and
know-how ("AN Rights" as  identified  in Exhibit A hereto which is  incorporated
herein  by  reference)   relating  to  the  diagnosis  of  Alzheimer's   disease
("Alzheimer's Disease");

      WHEREAS, AN is also the exclusive licensee,  with the right to sublicense,
of certain patents,  patent  applications  and know-how  relating to Alzheimer's
Disease  diagnosis  ("AEC  Rights,"  also  identified  in Exhibit  A),  under an
agreement dated February 1, 1994, as amended on March 20, 2002 and September 21,
2002 ("AEC  Agreement")  with  Albert  Einstein  College of  Medicine of Yeshiva
University,  a Division of Yeshiva  University,  a New York corporation having a
principal  place of business at 1300 Morris Park Avenue,  Bronx,  New York 10461
("AEC");

      WHEREAS, AN and BM have entered into a Confidential  Disclosure  Agreement
dated March 20, 2003,  Letter  Agreement  dated  September 12, 2003,  and Mutual
Materials  Transfer  Agreement dated September 12, 2003  (collectively  "Initial
Agreement"),  and pursuant  thereto AN has provided to BM certain aspects of the
AN Rights on a  confidential  basis,  and BM has  explored  the  possibility  of
developing a diagnostic test for Alzheimer's Disease;

      WHEREAS,  BM now  desires to obtain a license  from AN in order to further
evaluate and potentially market such a diagnostic test for Alzheimer's  Disease,
and AN desires to grant such license to BM;

      WHEREAS,  the parties  recognize that, given the public interest in a test
to definitively diagnose Alzheimer's Disease, AN must be allowed to continue its
own research and to assist others in this effort; and

      WHEREAS,  the  parties  hereto  recognize  and  acknowledge  that any test
developed hereunder will utilize AN Rights and AEC Rights, as well as technology
created by BM, and that any  attempt to measure  the  contribution  from each of
these sources to such a test is impractical;

      IT IS AGREED:

      1. DEFINITIONS.  Unless specifically set forth to the contrary herein, the
following  terms,  whether  used in the  singular  or  plural,  shall  have  the
respective meanings set forth below:

<PAGE>

*CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

      (a).  "Affiliate"  shall mean (i) any  corporation  or business  entity of
which more than fifty percent (50%), or the maximum ownership interest permitted
by law, of the securities or other ownership interests  representing the equity,
the voting stock or general partnership interest are owned,  controlled or held,
directly or indirectly,  by BM; (ii) any  corporation or business  entity which,
directly or indirectly,  owns,  controls or holds more than fifty percent (50%),
or the maximum ownership  interest  permitted by law, of the securities or other
ownership interests representing the equity, voting stock or general partnership
interest of BM;  (iii) any  corporation  or business  entity of which BM has the
right to acquire,  directly or indirectly,  at least fifty percent (50%), or the
maximum  ownership  interest  permitted  by  law,  of the  securities  or  other
ownership interests representing the equity, voting stock or general partnership
interest thereof;  or (iv) any corporation or business entity of which more than
fifty percent (50%), or the maximum ownership  interest permitted by law, of the
securities or other  ownership  interests  representing  the equity,  the voting
stock or general partnership interest are owned, controlled or held, directly or
indirectly, by a corporation or business entity within sub-section (ii) above.

      (b).  "Clinical Study" shall mean any clinical study evaluating the use of
a Test, as defined herein.

      (c).  "Calendar  Quarter" shall mean the  respective  periods of three (3)
consecutive  calendar  months  ending on March  31,  June 30,  September  30 and
December 31.

      (d). "Test" shall mean only a cerebrospinal fluid test ("CSF Test") and/or
a blood serum test  ("Serum  Test") for the  diagnosis of  Alzheimer's  Disease,
expressly excluding any test based upon any other bodily fluid, such as urine or
saliva ("Fluid Test"), and where (i) the CSF Test and/or Serum Test contains a *
produced by the Cell Lines (as defined herein),  and/or (ii) the CSF Test and/or
Serum Test  contains a * produced by a cell line derived from,  emanating  from,
and/or  based  upon the  Cell  Lines  (as  defined  herein),  and/or  (iii)  the
manufacture,  use and/or sale of the CSF Test and/or  Serum Test  infringes  any
Valid Claim of any Patent Rights  licensed  hereunder (in the event of an issued
patent  claim),  and/or  (iv) the  manufacture,  use and/or sale of the CSF Test
and/or  Serum Test is covered by any Valid Claim of any Patent  Rights  licensed
hereunder (in the event of a pending patent claim).

      (e).  "First  Commercial  Sale"  shall  mean the first  sale of a Test for
actual end use.

      (f).  "Cell  Lines"  shall mean the * cell line ("* Cell  Line") and the *
cell  line  ("*  Cell  Line")  that  produces  the *  ("*")  and  the  *  ("*"),
respectively, which are expressly included in the rights granted BM hereunder.

      (g). "Net Sales" shall mean the actual gross amount  invoiced by BM and/or
any Affiliate for the sale of a Test (other than from BM to an Affiliate or from
one Affiliate to another),  during the Term,  anywhere in the world,  commencing
upon the date of First  Commercial  Sale,  (i) excluding  value-added  taxes and
equivalent  taxes,  (ii) less a general deduction of * percent (*%) to cover all
usual deductions,  including without limitation deductions for returns, rejects,
shipping,  handling,  insurance,  etc., and (iii) less a general  deduction of *


                                       3
<PAGE>

*CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

percent (*%) to account for the average  increase in the selling  price of Tests
subject to a payment  plan under which the cost or an  amortised  portion of the
cost of  supplying  the  customer  with an  instrument  system  utilised  by the
customer in the  performance  of Tests is included in the Tests  purchase  price
("RAP").  For  clarity,  the  sub-section  (ii) *  percent  deduction  shall  be
calculated  using actual gross amount  invoiced  excluding the  sub-section  (i)
taxes, and the sub-section  (iii) * percent  deduction shall be calculated using
actual gross amount  invoiced  excluding the  sub-section (i) taxes and less the
sub-section (ii) deduction.  BM shall be under no obligation to demonstrate that
a Test was sold under RAP but BM  represents  that,  in average for all sales of
diagnostics reagents by BM and its Affiliates,  the increase in the sales prices
of  diagnostics  reagents  due to sales  under RAP does not fall below * percent
(*%). Net Sales,  as defined herein,  expressly  include the actual gross amount
invoiced  by the  last  Affiliate  to  the  first  Third  Party,  excluding  the
sub-section (i) taxes,  before making the deductions defined in subsections (ii)
and (iii) above.  For  clarity,  sales by BM to any  Affiliate  and sales by one
Affiliate to another Affiliate are not included in Net Sales, as defined herein;
only the first Third Party sale,  whether from BM directly or from an Affiliate,
is included in Net Sales,  as defined  herein.  For  further  clarification,  BM
represents  to AN that its  Affiliates  report such sales,  and the actual gross
amount invoiced,  on a regular and established basis to BM. As such, an audit of
BM's records, under paragraph 20 hereof, would readily disclose the actual gross
amount invoiced by Affiliates.

      (h).  "Field" shall mean diagnosis of  Alzheimer's  Disease solely through
use of a CSF Test and/or a Serum Test.  Expressly  excluded from this definition
is any  treatment or therapy for  Alzheimer's  Disease.  It is the intent of the
parties  that BM will have no rights  under  this  Agreement  to any  treatment,
therapy or administration of therapy for Alzheimer's  Disease.  For example,  BM
shall have no rights under claims  56-66 (in the form as of the  Effective  Date
hereof) pending in the PCT application number US2003/035516,  entitled,  "Method
for  Predicting  Whether  Subjects  with Mild  Cognitive  Impairment  (MCI) Will
Develop Alzheimer's  Disease" filed November 7, 2003, and included in Exhibit A,
or any similar claims.

      (i).  "Proprietary  Information"  shall mean any and all scientific (e.g.,
Tests,  improvements,  monoclonal  antibodies,  Cell lines, Hmix (artificial CSF
matrix  produced  by AN),  peptide  standard  and ADLSS  (low-speed  supernatant
prepared by AN from AD brain), clinical,  regulatory,  marketing,  financial and
commercial know-how, information or data, communicated in writing or provided in
materials,  which is provided by one party to the other in connection  with this
Agreement or the Initial Agreement.

      (j).  "Third Party" shall mean any entity other than AN, BM, any Affiliate
of BM, and AEC.


                                       4
<PAGE>

*CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

      (k).  "Evaluation  Period" shall mean the * period following receipt by BM
of (i)  the * and  the * under  paragraph  2(a).  hereof  and  (ii)  the * under
paragraph 40(a)(i).

      (l).  "Term" shall mean (i) the time period  commencing with the Effective
Date hereof and ending  fifteen (15) years after the First  Commercial  Sale, or
(ii) the time  period  commencing  with the  Effective  Date and  ending  on the
expiration date of the last-to-expire Patent Right licensed hereunder, whichever
is longer.

      (m).  "Patents  Rights"  shall mean,  within the AN Rights  and/or the AEC
Rights,  the patents and patent  applications of AN and/or AEC identified in the
attached Exhibit A hereto, as well as any patents  subsequently  granted to such
applications    including   any   substitutions,    divisions,    continuations,
continuations-in-part,   renewals,  reissues,  confirmations  or  registrations,
foreign counterparts and extensions of the foregoing.

      (n). "Valid Claim" shall mean (i) any claim of any issued unexpired patent
within the Patent  Rights which has not been  cancelled or  disclaimed,  or held
permanently  revoked,  invalid or  unenforceable by a court or other tribunal of
competent  jurisdiction  in a decision from which an appeal has not or cannot be
made, and/or (ii) any claim pending in any patent  application within the Patent
Rights which has not been  rejected by the relevant  patent office in a decision
from  which  continued  prosecution  of that  claim or an appeal is  prohibited,
and/or  (iii) any claim  pending  in any  patent  application  within the Patent
Rights which has not been held permanently  invalid by a court or other tribunal
of competent  jurisdiction  in a decision from which an appeal has not or cannot
be made. Any claim pending in any patent  application  within the Patent Rights,
at the relevant time, regardless of the prosecution history (e.g., the number of
rejections),  is a Valid  Claim,  as  defined  herein.  For  clarity,  in  those
countries (such as the United States) where the patent office may finally reject
a patent claim,  any such finally  rejected patent claim remains a "Valid Claim"
until  there is a decision  from  which  continued  prosecution  or an appeal is
prohibited.


      2. EVALUATION LICENSE.

      (a).  During  the  Evaluation  Period,  AN  hereby  grants to BM a limited
non-exclusive  license, in the Field, under the AN Rights and the AEC Rights, to
internally  develop  and  evaluate  a Test,  and BM shall  use its  commercially
reasonable  efforts to develop both a CSF Test and a Serum Test.  This Agreement
automatically  terminates at the end of the Evaluation Period,  unless BM elects
to exercise the non-exclusive option under paragraph 3 hereof. Prior to exercise
of the option  hereunder,  BM shall not make public or reveal to any Third Party
any aspect of BM's  development  and/or  evaluation.  BM may also terminate this
Agreement  at any time  during  the  Evaluation  Period by ten (10) day  written
notice to AN. For evaluation purposes, AN shall promptly provide * (*) * of * to
BM and AN shall  provide * at the  latest * after  the  start of the  Evaluation


                                       5
<PAGE>

*CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

Period an  additional  * (*) * of *; upon  request,  AN shall  provide  up to an
additional  * (*) * of *. AN shall  promptly  provide  * (*) * of * to BM and AN
shall  provide*  at the  latest * after  the start of the  Evaluation  Period an
additional * (*) * of *; upon  request,  AN shall  provide up to an additional *
(*) * of *.

      (b).  If,  during the Term  hereof,  BM believes  that a Fluid Test may be
viable,  then the parties shall negotiate,  in good faith, an amendment  hereto,
allowing BM to explore this alternative and establishing the compensation due AN
therefore.

      3. EXERCISE OF OPTION.

      (a). At any time during the Evaluation  Period,  BM may, by written notice
to AN, exercise an option to obtain a non-exclusive  manufacturing  license,  in
the Field,  for any CSF Test and/or Serum Test developed  hereunder,  subject to
the following conditions.  BM may exercise the foregoing option for * ("Election
I"), or BM may exercise the foregoing  option for * ("Election  II"); BM may not
exercise the option for *.

      (b). Upon receipt of the exercise  notice,  AN shall promptly  deliver the
Cell Lines to BM. The parties shall  cooperate,  in good faith, to make the Cell
Lines  function  properly and in  accordance  with the  specifications  provided
hereunder as a part of Exhibit A. Accordingly, within eight (8) weeks of receipt
of the Cell Lines,  BM shall give written notice to AN of any defect of the Cell
Lines or any  non-conformance of the Cell Lines to the  specifications  attached
hereto on Exhibit A. In the absence of such  notice,  BM shall be deemed to have
accepted the Cell Lines.  After any notice of defect or  non-conformance  of the
Cell  Lines by BM to AN, BM and AN shall  consult  with each  other and AN shall
provide  assistance  to BM. In the  event  that  after  consultation  with,  and
assistance by, AN, BM is unable to make the Cell Lines function  properly,  then
BM may, by written notice to AN,  terminate  this  Agreement.  With  termination
under this  paragraph,  BM shall promptly return all of the Cell Lines and all *
to AN, together with any and all other information and materials  received by BM
hereunder, and upon such return, AN shall promptly refund to BM the payment made
under paragraph  15(a) or 16(a) hereof.  BM shall not keep any of the Cell Lines
or any of the *,  provided,  however,  that BM shall,  at all times until BM has
returned  the Cell Lines to AN,  maintain,  preserve  and protect the Cell Lines
(and the viability thereof) in a manner at least as secure as that which BM uses
with respect to its own proprietary material.


      (c).  Upon  exercise  of  Election  I, AN  grants to BM,  for the Term,  a
non-exclusive  world-wide license, in the Field, under the AN Rights and the AEC
Rights, to develop,  make, have made, use, import, offer for sale, market, sell,
have sold and  otherwise  dispose of the * (in any  formats  and/or  versions as


                                       6
<PAGE>

*CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

shall be developed by BM). It is understood and acknowledged by AN that, subject
to exercise of Election I, BM's  Affiliates  will sell,  have sold and otherwise
dispose of * without any further notice to AN.

      (d).  Upon  exercise  of  Election  II, AN grants to BM,  for the Term,  a
non-exclusive  world-wide license, in the Field, under the AN Rights and the AEC
Rights, to develop,  make, have made, use, import, offer for sale, market, sell,
have sold and  otherwise  dispose of the * (in any  formats  and/or  versions as
shall be developed by BM). It is understood and acknowledged by AN that, subject
to exercise of Election II, BM's  Affiliates  will sell, have sold and otherwise
dispose of * without any further notice to AN.

      (e). Upon exercise of this option,  BM shall use  commercially  reasonable
efforts to commercialize the * throughout the world, including the conducting of
clinical tests and preparation and filing of regulatory submissions.

      (f).  It is  recognized  by AN that BM may  attempt  to develop a test for
Alzheimer's  Disease that falls  outside the  definition  of Test  herein.  Upon
exercise of either the Election I option or the Election II option, BM shall not
commercially pursue any such internally developed test and shall dedicate itself
to the *, under commercially  reasonable efforts, for a * period commencing with
the date of option exercise.  For the avoidance of doubt,  this prohibition does
not apply to *. In the  event  that BM  discontinues  use of AN's * and/or *, BM
shall immediately advise AN of the  discontinuation and shall promptly return to
AN all of the * Cell Line and/or the * Cell Line.


      4. IMPROVEMENTS

      Title to any improvement  developed hereunder solely by AN shall be vested
solely in AN. Title to any improvement developed hereunder solely by BM shall be
vested solely in BM. Title to any improvement  developed hereunder jointly by AN
and BM ("Joint  Improvement")  shall be vested jointly in AN and BM. The parties
shall confer  regarding the  appropriate  mechanism for  protection of any Joint
Improvement. Neither party shall disclose or make public any aspect of any Joint
Improvement  (including without  limitation the filing of a patent  application)
without the written consent of the other.

      5.  SUBLICENSE  PROHIBITION.  BM  shall  not  have  the  right  to grant a
sublicense to a Third Party.

      6. NOTICE OF JOINT IMPROVEMENT. During the Term, each party shall promptly
disclose to the other, in writing, any Joint Improvement.

      7. FREEDOM OF AN. Nothing in this Agreement or the Initial Agreement shall
be  construed to prohibit or limit,  in any way, any activity of AN,  including,


                                       7
<PAGE>

without limitation, (i) developing and marketing of a Test and/or any other test
for diagnosing  Alzheimer's  Disease,  (ii)  participating in the Field,  and/or
(iii)  consulting  with,  assisting,  performing  tests for, and/or offering its
technology to any Third Party.

      8. COST AND REGULATORY  RESPONSIBILITIES.  All costs  associated  with the
development  and  evaluation  of any  Test  and all  costs  associated  with the
patenting,   marketing  and   distribution   of  any  Test  shall  be  the  sole
responsibility  of BM. BM shall own, control and retain full legal and financial
responsibility  for the  preparation,  filing and  prosecution of all regulatory
filings  and  applications  required  to obtain  authorization  to  commercially
develop, sell and use any Test throughout the world.

      9.  TRADEMARKS.  BM shall select,  own and maintain all trademarks  and/or
service marks for any Test sold or otherwise disposed of under this Agreement.

      10. SECRECY. All Proprietary Information disclosed hereunder, or under the
Initial Agreement,  shall be maintained in confidence and shall not be disclosed
to any Third Party or used for any purpose except as expressly permitted herein,
without the prior written  consent of the  disclosing  party.  Use or disclosure
thereof by the receiving party for any purpose other than the  implementation of
this  Agreement  is  expressly   prohibited.   With  respect  to  jointly  owned
Proprietary Information,  each party shall be deemed to be the disclosing party.
The  foregoing  non-disclosure  and non-use  obligations  shall not apply to the
extent that such Proprietary Information:

      (i).  is known by the  receiving  party  at the  time of its  receipt,  as
documented by business records;

      (ii).  is properly or falls in the public  domain or knowledge  through no
breach hereof by the receiving party; or

      (iii). is  subsequently  disclosed to the receiving party by a Third Party
who may lawfully do so and is not under an obligation of  confidentiality to the
disclosing party; or

      (iv). is developed by the receiving party independently of any Proprietary
Information from the disclosing party, as documented by research and development
records.

      11. PERMITTED DISCLOSURES. Notwithstanding paragraph 10, a party receiving
Proprietary Information of the other may disclose such Proprietary Information:

      (a).  to  governmental  or other  regulatory  agencies  in order to obtain
patents  pursuant to this  Agreement,  or to gain  approval to conduct  clinical
trials  or to  market a Test,  but  such  disclosure  may be only to the  extent
reasonably necessary to obtain such patents or authorizations; or


                                       8
<PAGE>

*CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

      (b). by BM to its consultants  and Affiliates  solely for the research and
development, manufacturing and/or marketing of a CSF Test or a Serum Test on the
condition that those entities agree, in writing prior to disclosure, to be bound
by the confidentiality obligations contained in this Agreement; or

      (c). if required to be  disclosed  by law or court  order,  provided  that
notice is promptly delivered to the originating party, prior to disclosure, such
that the  originating  party  shall have an  opportunity  to  challenge  or seek
limitation of the disclosure obligations.

      12. PRESS  RELEASE.  Neither  party shall use the name of the other in any
publicity or advertising  without the prior written approval of the other party.
Upon execution of this Agreement,  the parties shall issue press releases in the
forms attached as Exhibit B.

      13.  AGREEMENT  DISCLOSURE.  Each party may disclose this Agreement to the
extent required by law and/or the rules and regulations of any exchange on which
the securities of any party are traded.  AN may also disclose the existence (but
not the  financial  terms) of this  Agreement to any Third Party for purposes of
licensing.

      14. PRE-ELECTION MILESTONES. In consideration of the rights granted by AN,
BM shall pay AN the following non-refundable milestone payments:

      (a). * U.S. Dollars ($* U.S.) payable upon execution of this Agreement;

      (b).  *  U.S.  Dollars  ($*  U.S.)  payable  on the *  anniversary,  the *
anniversary  and the * anniversary  of the beginning of the  Evaluation  Period,
provided this  Agreement  has not been  terminated  pursuant to paragraph  2.(a)
hereof or BM has not  exercised the option  provided in paragraph 3 hereof;  any
payment due before the effective date of termination shall be made by BM.

      15. ELECTION I MILESTONES.  In  consideration  of the rights granted by AN
under  Election  I,  BM  shall  pay AN the  following  one-time,  non-refundable
milestone  payments:  (a). * U.S.  Dollars  ($* U.S.)  payable  with the written
notice of option exercise;

      (b).  * U.S.  Dollars  ($*  U.S.)  payable  upon  initiation  of the first
Clinical Study for a *;

      (c). * U.S.  Dollars ($* U.S.) payable upon the first launch,  anywhere in
the world, of a *;

      (d). * U.S.  Dollars ($* U.S.)  payable  thirty (30) days after  worldwide
sales  exceed,  for the first  time,  * U.S.  Dollars ($* U.S.) for any four (4)
consecutive Calendar Quarters.


                                       9
<PAGE>

*CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

      16. ELECTION II MILESTONES.  In  consideration of the rights granted by AN
hereunder   for   Election  II,  BM  shall  pay  AN  the   following   one-time,
non-refundable milestone payments:

      (a). * U.S.  Dollars ($* U.S.)  payable with the written  notice of option
exercise;

      (b).  * U.S.  Dollars  ($*  U.S.)  payable  upon  initiation  of the first
Clinical Study for a *;

      (c). * U.S.  Dollars ($* U.S.) payable upon the first launch,  anywhere in
the world, of a *, or, if BM commits to launch * within a reasonable  time, then
* U.S.  Dollars ($* U.S.) payable upon the first launch,  anywhere in the world,
of a * and * U.S.  Dollars ($* U.S.) payable upon the first launch,  anywhere in
the world, of a *.

      (d). * U.S.  Dollars ($* U.S.)  payable  thirty (30) days after  worldwide
sales  exceed,  for the first  time,  *U.S.  Dollars  ($* U.S.) for any four (4)
consecutive Calendar Quarters.

      17.  MILESTONE  NOTIFICATION  AND PAYMENT.  Except as  otherwise  provided
herein,  BM shall notify AN in writing  within fifteen (15) business days of the
achievement  of each  milestone,  and AN shall  accordingly  invoice  BM for the
payment due. BM shall make the milestone  payment  within  fifteen (15) business
days of receipt of the  invoice.  BM shall also notify AN in writing  within ten
(10) business days of any other regulatory action, issue or problem.

      18. ROYALTIES.  In addition,  beginning with the First Commercial Sale, BM
shall pay to AN royalties in an amount equal to * Percent (*%) of Net Sales. The
calculation and payment of royalties are subject to the following conditions:

      (a).  only one  payment  shall be due with  respect  to the same unit of a
Test;

      (b). BM shall be responsible for payment of any  compensation  (e.g.,  any
lump sum payment and/or  royalties)  owed any Third Party in connection with any
Test sold and/or  otherwise  disposed of by BM and/or its  Affiliates.  BM shall
receive a credit,  on a Calendar  Quarter basis,  for any royalties paid to such
Third  Party  (but not any other form of  payment)  against  royalties  for that
Calendar  Quarter,  provided,  however,  that the  amount  owed AN shall  not be
reduced  below * Percent  (*%) of Net Sales for the  subject  Calendar  Quarter.
Subject to the  foregoing  limit,  the credit shall be * Percent (*%) for each *
Percent (*%) paid to such Third Party for royalties.

      19. ROYALTY REPORTS. Following the First Commercial Sale, BM shall furnish
to AN a quarterly written report for each Calendar Quarter,  or portion thereof,
showing (i) the Net Sales of all Tests by BM and/or any Affiliate(s),  including
the number of units sold, the actual gross amount invoiced in euros (value-added


                                       10
<PAGE>

taxes and equivalent taxes excluded); (ii) royalties paid under paragraph 18(b);
(iii) costs under paragraph 26(c) hereof;  and (iv) the amount due AN under this
Agreement.  Reports shall be due forty-five  (45) days following the end of each
Calendar Quarter.  AN shall  accordingly  invoice BM for the payment due, and BM
shall make the payment  within  fifteen (15) business days of the receipt of the
invoice.

      20. AUDITS.

      (a). BM shall keep complete and accurate  records  regarding its financial
obligations  hereunder  for a  maximum  of five  (5)  years  from  the  date the
corresponding report is due hereunder.  Upon the thirty (30) day advance written
request  from AN,  not more  than  once a year  and not more  than  once for any
audited period, BM shall permit AN's independent  designee,  which is reasonably
acceptable to BM, to have access,  during normal business hours, to such records
to verify the accuracy of the royalty reports provided hereunder by BM. For such
purpose,  BM shall cause all financial  records for itself and its Affiliates to
be located at one  facility for such audit.  Except for AN, the  designee  shall
maintain in confidence any information received during any audit.

      (b). If any audit under  sub-section  (a) above reveals any  deficiency in
the amount paid AN, BM shall pay the deficiency (plus ten percent (10%) interest
from the payment due date(s) for any Calendar Quarter in question) within thirty
(30)  days  of  receipt  of  a  written  report  setting  forth  the  deficiency
calculation,  together with a corresponding  invoice from AN. Any fee charged by
the designee  shall be paid by AN,  unless the  deficiency  exceeds five percent
(5%) of the actual amounts due for the period being reviewed,  in which case the
fee shall be paid by BM. In the event that an  overpayment  by BM is revealed by
the audit,  AN shall  reimburse  BM for the overage  within  thirty (30) days of
receipt of the written report.

      (c). AN, BM and any designee shall treat all financial information subject
to review under this paragraph in accordance with the confidentiality provisions
of this Agreement.

      21. CURRENCY OF PAYMENT.  All payments to AN under this Agreement shall be
made in  United  States  dollars.  In any  event  where a  foreign  currency  is
involved, conversion of revenues to United States dollars shall be in accordance
with BM's corporate practice, provided only that such practice is compliant with
generally  accepted  accounting  principles and that the exchange rates used are
from a generally accepted source, such as the European Central Bank.

      22.  WITHHOLDING  TAXES.  If any law,  rule or  regulation  of any foreign
country  requires  withholding  of taxes  with  respect  to any  payment  due AN
hereunder,  BM shall make such tax payment and subtract  such payment from those
made to AN hereunder.  BM shall promptly submit appropriate  written proof to AN
of any such tax payment. BM will use commercially reasonable efforts, consistent
with its usual  business  practices,  to  ensure  that any such tax is as low as
possible. AN shall cooperate with such efforts.


                                       11
<PAGE>

*CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

      23. REPRESENTATIONS AND WARRANTIES OF AN. AN represents and warrants to BM
that as of the Effective Date:

      (a).  AN has the full  right,  power  and  authority  to enter  into  this
Agreement;

      (b). AN has not previously entered into any agreement with any Third Party
which is in conflict with the rights granted to BM pursuant to this Agreement;

      (c). AN is the sole and exclusive owner of the AN Rights and the exclusive
licensee of the AEC Rights.

      24. REPRESENTATIONS AND WARRANTIES OF BM. BM represents and warrants to AN
that as of the Effective Date:

      (a). BM and its  Affiliates  have the full right,  power and  authority to
enter into this Agreement;

      (b).  Neither  BM nor it  Affiliates  have  previously  entered  into  any
agreement  with any Third Party which is in conflict with the  obligations of BM
pursuant to this Agreement;

      (c) as of the Effective Date, neither BM nor any of its Affiliates has any
cell line for producing an antibody capable of capturing or detecting *;

      (d) as of the Effective Date, neither BM nor any of its Affiliates has any
antibody (other than provided by AN) capable of capturing or detecting *;


                                       12
<PAGE>

*CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

      (e) at least one patent claim currently pending in PCT application  number
US2003/035516,  entitled,  "Method for  Predicting  Whether  Subjects  with Mild
Cognitive  Impairment (MCI) Will Develop Alzheimer's  Disease" filed November 7,
2003, and included in Exhibit A, covers the detection of phosphorylated  tau for
the diagnosis of Alzheimer's Disease.

      25. PATENT  CHALLENGES.  During the life of this Agreement,  BM shall not,
directly or  indirectly,  challenge the validity  and/or  enforceability  of any
Patent  Right  licensed  hereunder.   Prohibited  challenges  include,   without
limitation,   a  legal  action  (e.g.,  a  declaratory   judgment  action),   an
interference, an opposition, a protest, and a re-examination.

      26.  PATENT  MATTERS.

      (a).  At its sole cost and  discretion,  AN shall  prosecute,  maintain or
abandon any aspect of the Patent Rights.  In those  countries where AN elects to
proceed with patent  applications  (which  countries  shall include at least the
USA, Japan,  Germany,  France,  United Kingdom,  Italy and Spain),  AN shall use
reasonable efforts,  during the prosecution of the Patent Rights, to maintain at
least * (*) claim  corresponding to *. AN shall promptly notify BM regarding the
issuance of any patent  included in the Patent Rights.  BM shall promptly notify
AN with respect to the issuance of any patent of BM relating to this  Agreement.
The parties  shall  cooperate  fully with  respect to any patent  office  action
relating to this Agreement and the handling thereof.

      (b).  Each  party  shall  promptly  give the other  notice of any claim of
infringement asserted against it by any Third Party. The parties will thereafter
consult and cooperate fully to determine a course of action, including,  without
limitation, the commencement of a legal action.

      (c). In the event of any patent  infringement  action  asserted by a Third
Party  relating  in any way to and/or  based in any way upon any  activity of BM
and/or its Affiliates under this Agreement, BM shall indemnify and hold harmless
AN, and BM shall  defend  both BM and AN at BM's own  expense.  BM shall pay all
such litigation  expenses,  and BM shall receive a credit against  royalties due
hereunder in the amount of * percent (*%) of such  litigation  costs,  including
attorney fees. Prior to First Commercial Sale, this credit may be accrued by BM;
thereafter,  the credit shall be taken in the  corresponding  Calendar  Quarter,
provided,  however, that the credit taken in a particular Calendar Quarter shall
not exceed * percent  (*%) of the total  royalty  due for such  quarter  and the
credit  shall be shown on the  quarterly  report.  In the event that such credit
exceeds * percent (*%) of the royalties due for any such Calendar  Quarter,  the
excess shall be carried forward until exhaustion thereof.

      (d) Each party shall promptly give the other notice of any infringement by
any Third Party in the Field.  In no event shall AN be  obligated  to enforce or
defend any of the rights within the Patent Rights. However, in case *, AN and BM
agree to * in the mutual interest of both parties (such as, without  limitation,
*, etc.).


                                       13
<PAGE>

      (e). In connection with any  litigation,  the parties will cooperate fully
and will  provide  each other with any  information  or  assistance  that either
reasonably may request.

      27. CONSEQUENCES OF EXPIRATION AND TERMINATION.

      (a). Upon expiration of the Term, without termination pursuant hereto and,
in particular,  without  termination  pursuant to a breach hereof by BM prior to
expiration of the Term, the license  granted to BM pursuant to paragraph 3(b) or
3(c), as applicable, shall be deemed fully paid-up and irrevocable.

      (b).  In  the  event  of  termination,  (i)  the  licenses  hereunder  are
immediately  extinguished,  (ii) BM shall have no further rights with respect to
the AN Rights and the AEC Rights,  (iii) BM shall  immediately cease any and all
activity with respect to any Test,  and (iv) BM shall  immediately  return to AN
any and all Proprietary  Information of AN (including,  without limitation,  any
and all paper and electronic  copies  thereof).  With respect to Cell Lines,  BM
shall preserve the Cell Lines,  as BM would preserve its own cell lines,  and BM
shall  arrange  for a  transfer  of all such Cell  Lines to AN on or before  the
effective date of termination. In addition, notwithstanding paragraph 28 hereof,
BM shall make any  payment  due  hereunder  (i) prior to the  effective  date of
termination  (e.g.,  any  milestone  accrued  prior  to the  effective  date  of
termination)  and  (ii)  based  upon  activity  prior to the  effective  date of
termination (e.g., any royalty).

      (c). In the event of termination,  AN shall  immediately  return to BM any
and all Proprietary  Information of BM (including,  without limitation,  any and
all paper and electronic copies thereof).

      28.  TERMINATION.  This  Agreement  may be terminated by AN for any breach
which remains uncured for thirty (30) days after written notice,  specifying the
breach and seeking a cure. In this case,  termination is effective ten (10) days
after the end of the cure period.  This  Agreement may also be terminated by AN,
at its sole and exclusive  remedy but subject to paragraph  27(b),  in the event
that BM  discontinues  its effort to develop and/or market a Test. In this case,
termination  is  effective  ten (10) days after  written  notice  from AN.  This
Agreement may not be terminated by BM, except that BM may terminate  with thirty
(30) day written notice in the event that BM discontinues  its effort to develop
and/or market a Test. BM shall promptly notify AN of any  discontinuation of its
effort to develop and/or market a Test.


                                       14
<PAGE>

      29.   ASSIGNMENT.   This  Agreement  may  not  be  assigned  or  otherwise
transferred  by BM,  without  the  prior  written  consent  of AN,  except to an
Affiliate or entity that acquires all or  substantially  all of BM's business to
which this Agreement relates, provided the proposed assignee/transferee assumes,
in writing and prior to any  assignment/transfer,  all  obligations  of BM under
this Agreement. This Agreement may be assigned or otherwise transferred by AN in
conjunction  with  the  assignment  or  transfer  of the AN  Rights  and the AEC
Agreement,  provided the proposed  assignee/transferee  assumes,  in writing and
prior to any assignment/transfer, all obligations of AN under this Agreement.

      30. INVALIDITY.  In the event that any provision of this Agreement is held
invalid, illegal or unenforceable in any respect, all other provisions contained
herein shall remain in force and effect.

      31.  NOTICES.  All notices or other  communications  which are required or
permitted  hereunder  shall be in writing and  delivered  (i)  personally  or by
facsimile  and  (ii) by  overnight  courier  (e.g.,  Federal  Express,  Next Day
Delivery), postage prepaid, addressed as follows:

         if to AN to:

                           John DeBernardis
                           Applied NeuroSolutions, Inc.
                           50 Lakeview Parkway
                           Vernon Hills, Illinois 60061
                           Fax No.: 847-573-8030

         if to BM to:

                           bioMerieux SA
                           69280 Marcy l'Etoile
                           Attn: Corporate General Counsel
                           Fax No.: +33 478 87 53 70

                           With copy to:
                           Vice President, Business Development
                           Fax No.: +33 478 87 75 12

or to such other  address as each party may direct in accordance  herewith.  Any
such  communication  shall be deemed to have been  given two (2)  business  days
after delivery to the overnight courier.


                                       15
<PAGE>

      32.  APPLICABLE  LAW. This Agreement shall be governed by and construed in
accordance  with the laws of the United States of America and State of Illinois,
without reference to any rules of conflict of laws.

      33. ENTIRE AGREEMENT.

      This Agreement supersedes the Initial Agreement and constitutes the entire
understanding  between the parties  relating to the subject matter hereof.  Each
party  expressly  warrants  that  it  has  not  relied  upon  any  statement  or
representation by the other (beyond the express terms and conditions  hereto) in
making this  Agreement.  No waiver or  modification  of this Agreement  shall be
binding on any party hereto unless in writing signed by all parties.



      34.  RELATIONSHIP OF THE PARTIES.  It is expressly agreed that the parties
shall be independent  contractors and that the relationship  between the parties
shall not constitute a partnership, joint venture or agency. Neither party shall
have the authority to make any statements, representations or commitments of any
kind, or to take any action,  which shall be binding on the other party, without
the prior written consent of such other party.

      35. LIABILITY AND INDEMNITY.

      (a) BM shall  defend,  indemnify  and hold  harmless  AN,  its  directors,
officers,  employees,  agents  and  representatives,  from any and all  costs or
damages  resulting from any claims or causes of action by a Third Party relating
in any way to, or arising in any way out of, any activity of BM or any Affiliate
under this Agreement (a "Claim"),  including without limitation the development,
making,  having made, use, importation,  offer for sale, marketing,  sale and/or
other  disposition  of any Test. AN shall  promptly  notify BM of any such claim
upon receipt thereof.  AN shall abide by such reasonable  instructions as BM may
issue concerning the conduct of the defence against the Claim. AN shall not make
any  admission  of  liability  with  respect  to a Claim and shall not settle or
compromise on any Claim without the prior written consent of BM.

      (b) IN NO  EVENT  SHALL  EITHER  PARTY  BE  LIABLE  TO THE  OTHER  FOR ANY
INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS OR EXPENSES
OF ANY KIND,  HOWEVER  CAUSED ON ANY THEORY OF  LIABILITY  AND WHETHER  BASED IN
CONTRACT OR TORT (INCLUDING NEGLIGENCE),  INCLUDING LOST PROFITS OR REVENUES AND
LOSS OF GOODWILL,  REGARDLESS OF WHETHER SUCH PARTY KNOWS OR HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN ADDITION, THE PARTIES HEREBY WAIVE


                                       16
<PAGE>

*CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

ANY  RIGHT TO  PUNITIVE  DAMAGES.  The  foregoing  does  not,  and  shall not be
construed,  to limit, in any way, the obligations of BM under sub-section (a) of
this paragraph.

      36.  WAIVER.  The waiver by a party  hereto of (i) any right  hereunder or
(ii) any  breach  by the other  shall not be deemed a waiver of any other  right
hereunder  or of any other  breach by the  other,  whether  similar in nature or
otherwise.

      37. ORIGINALS.  The Agreement may be executed in two or more counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

      38.  SURVIVAL.  Paragraphs 4, 10, 11, 18(b), 20, 24, 26(c), 27, 32, 35 and
39 hereof survive termination and/or expiration of this Agreement.

      39. BURDEN OF PROOF. With respect to paragraph  1(d)(ii) hereof, and in an
effort to avoid confusion  and/or dispute,  BM shall bear the burden of proof as
to whether a cell line is not derived from,  does not emanate  from,  and is not
based upon the Cell Line and that burden of proof shall be clear and  convincing
evidence.  In the event of a  dispute  under  paragraph  1(d)(iii)  or  1(d)(iv)
hereof,  the  parties  agree to meet in order to discuss in good faith a prompt,
cost-effective   method  to  resolve  the  dispute,   thereby  trying  to  avoid
litigation.

      40. PROCUREMENT OF *.

      a) In support of this Agreement,  AN shall promptly provide (i) * (*) * of
* to BM * and (ii) at the end of December 2004 an additional * of * to BM*.

      b) BM shall be  responsible  for  procurement of additional * from a Third
Party. BM shall promptly notify AN when such procurement is arranged.

      41. NECESSARY REAGENTS.  In the event that during the Evaluation Period BM
is unable to obtain sufficient quantities of the commercially available reagents
necessary to perform the Test, (collectively the "Necessary Reagents"),  AN will
assist BM to procure the Necessary  Reagents.  This may entail AN either sending
Necessary  Reagents from its own supply, or AN purchasing the Necessary Reagents
and sending them to BM, with BM  reimbursing AN for such supply of the Necessary
Reagents.  Further, in the event that BM's evaluation hereunder is delayed for a
given  period  of time  due to a  delay  in the  supply  under  paragraph  2(a),
paragraphs  40(a) or this  Section  41,  then  the  Evaluation  Period  shall be
extended by that same period of time. BM shall immediately advise AN of any such
delay.


                                       17
<PAGE>

                       APPLIED NEUROSOLUTIONS, INC.



                       ----------------------------------

                       by John DeBernardis, President/Chief Executive Officer



                       BIOMERIEUX, SA



                       ----------------------------------

                       by Benoit Adelus, Executive Vice President


                                       18
<PAGE>

*CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                      EXHIBIT A - AN RIGHTS AND AEC RIGHTS

      1.    KNOW-HOW

(a)   Description  of  Components  and  Preparation  of Reagents  (File:  BM CSF
      Reagent list.doc) attached.

(b)   Preparation of ADLSS (File: ADLSS Preparation.doc) attached.

(c)   Standard  Operating  Procedure Sandwich ELISA Assay For The Detection Of *
      In Cerebrospinal Fluid (File: CSF SOP.doc) attached.

      2.    PATENTS

(a)   Publication    number    US-2004-0166536-A1    (PCT   application   number
      US2003/035516),   "Method  for  predicting   whether  subjects  with  mild
      cognitive impairment (MCI) will develop Alzheimer's Disease".

(b)   Patent US 5,811,310,  "The Alz-50 monoclonal antibody and diagnostic assay
      for Alzheimer's disease".

(c)   Patent EP 0444856 B1, "Diagnostic assay for Alzheimer's disease".

      3.    CELL LINES

      (a)   The * cell line that  secretes *.

      (b)   The * cell line that secretes *.


                                       19
<PAGE>

*CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                          Applied NeuroSolutions, Inc.
                   Sandwich Elisa Assay For The Detection Of *
                             In Cerebrospinal Fluid

             Description of Components and Preparation of Reagents.




                                        *


                                       20
<PAGE>

*CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                          Applied NeuroSolutions, INC.

                              Preparation of ADLSS





                                        *


                                       21
<PAGE>

*CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                          STANDARD OPERATING PROCEDURE
                                  FILE: 310-22

                     Sandwich ELISA Assay For The Detection
                                      Of *
                             In Cerebrospinal Fluid.








                                        *


                                       22
<PAGE>

                     (c) EXHIBIT B - Form of Press Releases

DRAFT-Do not distribute



 bioMerieux acquires an option to license Applied NeuroSolutions' Technology to
                          diagnose Alzheimer's disease

 Agreement contemplates technology assessment, worldwide licensing, regulatory
                filing, and marketing on a non-exclusive basis.

Marcy  L'Etoile,   France,   December___,   2004--  bioMerieux  SA  (Euronext  :
FR0010096479 - BIM) , announces today that it signed a  non-exclusive  agreement
with Applied  Neurosolutions  granting bioMerieux SA an option to assess Applied
Neurosolutions' technology for the diagnosis of Alzheimer's disease.

The option and licensing  agreement,  including all milestones,  can be worth in
excess  of  $5  million,  plus  substantial   royalties.   Under  terms  of  the
non-exclusive  agreement  announced  today,  which includes an upfront  payment,
potential milestones,  and potential substantial royalties,  bioMerieux would be
financially  responsible for obtaining  regulatory approvals to develop and sell
diagnostic  tests for  Alzheimer's  disease  using the  Applied  Neurosolutions'
technology.

Alzheimer  disease is a progressive  brain  disorder that  gradually  destroys a
person's memory and ability to learn,  reason,  make judgments,  communicate and
carry out daily  activities.  Four  millions and a half of  Americans  currently
carry  Alzheimer's  disease,  a figure which is  comparable  in other  developed
countries and that is expected to dramatically increase with more people ageing.
There are currently no FDA-approved diagnostic tests for Alzheimer's disease.

According to Dr Christophe  Merieux,  Senior  Corporate  Vice  President R&D and
Medical Affairs for bioMerieux, "Today's option agreement represents a strategic
milestone  towards our goal of evaluating  best  opportunities  to penetrate the
field of  neuro-degenerative  diseases with innovative biological tests. We will
be  evaluating  Applied  NeuroSolutions'  technology in the context of our other
proprietary  technologies  in order to design the best solutions for Alzheimer's
disease diagnostics".

About bioMerieux

bioMerieux is a leading international  diagnostics group that specialises in the
field of in vitro diagnostics for clinical and industrial applications.

In 2003,  eighty  two  percent of the  company's  sales are  international.  The
company is  present in more than 130  countries  through 33  subsidiaries  and a
large network of distributors,  which positions the company well to benefit from
the growth potential of the in vitro diagnostics  market. Some important drivers
that  underpin  this  growth  are aging  populations  and  age-related  illness,
illnesses  related to life-style and eating habits,  the emerging new pathogens,
the   development   of   antibiotic-resistant   bacteria,   the  fight   against
bio-terrorism,  the  recognition  of the  importance  of  the  quality  of  food
products, cosmetics and pharmaceuticals.

bioMerieux is listed on the Premier Marche of Euronext,  Paris  (FR0010096479  -
BIM).


                                       23
<PAGE>

PRESS CONTACT                                  INVESTOR RELATIONS

Christelle Chabert                             Dominique Takisawa/ Herve Laurent
Tel. : +33 (0)4 78 87 52 01                    Tel + 33 (0)4 78 87 53 05
e-mail :christelle.chabert@ eu.biomerieux.com  e-mail :
investor.relations@eu.biomerieux.com


                                       24
<PAGE>

                             Company Contact:
                             John F. DeBernardis, Ph.D., President & CEO
                             (847) 573-8000

                             Agency Contact: Ira Weingarten/Steve Chizzik
                             Equity Communications
                             (805) 897-1880

                             Media Contact: Deanne Eagle
                             (917) 837-5866

bioMerieux to License Applied NeuroSolutions' Technology to Diagnose Alzheimer's
                                    Disease

 Agreement contemplates technology assessment, worldwide licensing, regulatory
                filing, and marketing on a non-exclusive basis.

Vernon Hills,  IL,  December 15, 2004--  Applied  NeuroSolutions,  Inc. (OTC BB:
APNS, www.appliedneurosolutions.com), headquartered here, said today it signed a
non-exclusive  agreement with bioMerieux,  S.A.  (Euronext : FR0010096479 - BIM)
with the aim of bringing  to market on a worldwide  basis what is expected to be
the first  definitive  biologic  test for the diagnosis of  Alzheimer's  disease
("AD").

The licensing agreement,  including all milestones, can be worth in excess of $5
million, plus substantial  royalties.  The agreement grants bioMerieux an option
to further evaluate the APNS technology before going forward.

Based  in  Marcy  L'Etoile,   France,  bioMerieux  is  a  leading  international
diagnostics  group that  specializes  in the field of in vitro  diagnostics  for
clinical and industrial  applications.  The company trades on the Paris exchange
under the symbol BIM.

Under terms of the non-exclusive  agreement  announced today,  which includes an
upfront payment,  potential  milestones,  and potential  substantial  royalties,
bioMerieux would be financially  responsible for obtaining  regulatory approvals
to develop and sell diagnostic  test(s) for  Alzheimer's  disease using the APNS
technology.

Over the past decade,  Applied NeuroSolutions has worked in cooperation with the
Albert Einstein College of Medicine to develop a cerebrospinal fluid (CSF) assay
that has  consistently  identified AD with much greater than 80% sensitivity and
specificity in more than 2000 patient samples.  This is the level of sensitivity
and specificity that has been determined by the Ronald and Nancy Reagan Research
Institute of the  Alzheimer's  Association to be the "industry  standard" for AD
diagnostics.  In  addition,  the company is  developing  a blood serum test that
would be sensitive and specific enough to also meet this "industry standard".

According  to Dr.  John  DeBernardis,  Applied  NeuroSolutions  President & CEO,
"Today's  agreement  is the first  major  step in a  multi-agent,  multi-channel
marketing  strategy  designed  to  maximize  the  commercial  potential  of  the
company's AD diagnostic technology.  We are very pleased that a company with the
worldwide  reach and enormous  prestige of bioMerieux  has agreed to participate
with us in this important effort."


                                       25
<PAGE>

About bioMerieux

bioMerieux is a leading international  diagnostics group that specializes in the
field of in vitro  diagnostics  for clinical and industrial  applications,  with
annualized sales in excess of 915 million euros (over $1 billion US).

In 2003,  eighty  two  percent of the  company's  sales are  international.  The
company is  present in more than 130  countries  through 33  subsidiaries  and a
large network of distributors,  which positions the company well to benefit from
the growth potential of the in vitro diagnostics  market. Some important drivers
that  underpin  this  growth  are aging  populations  and  age-related  illness,
illnesses  related to life-style and eating habits,  the emerging new pathogens,
the   development   of   antibiotic-resistant   bacteria,   the  fight   against
bio-terrorism,  the  recognition  of the  importance  of  the  quality  of  food
products, cosmetics and pharmaceuticals.

bioMerieux is listed on the Premier Marche of Euronext,  Paris  (FR0010096479  -
BIM).

About Applied NeuroSolutions

In partnership with Albert Einstein College of Medicine,  Applied NeuroSolutions
is  developing  products to diagnose and treat  Alzheimer's  disease  based on a
novel theory of AD and its pathology.  The company is developing a cerebrospinal
fluid  (CSF)  test to detect  Alzheimer's  disease  at a very  early  stage with
85%-95% accuracy.  The company is also developing a blood serum-based  screening
test for AD, as well a new class of therapeutics to treat AD.

There are currently no FDA-approved diagnostics for Alzheimer's disease.

This press release contains forward-looking  statements.  Applied NeuroSolutions
wishes to caution the  readers of this press  release  that  actual  results may
differ  from  those  discussed  in the  forward-looking  statements  and  may be
adversely affected by, among other things, the risks associated with new product
development  and  commercialization,  clinical  trials,  intellectual  property,
regulatory approvals,  potential competitive  offerings,  and access to capital.
For   further    information,    please   visit   the   company's   website   at
www.appliedneurosolutions.com,   and  review  the  company's  filings  with  the
Securities and Exchange Commission.


                                      # # #

                                       26