FIFTH AMENDMENT
AGREEMENT<?xml:namespace
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      />













Statement




AECOM and
Licensee are parties to (1) a License and Collaborative Research Agreement dated
February 1, 1994, as amended by an Amendment Agreement executed on March 20,
2002, a Second Amendment Agreement effective September 21, 2002, a Third
Amendment Agreement effective October 30, 2006, and a Fourth Amendment Agreement
effective December 1, 2008, (collectively, "the 1994 Agreement") and (2) a
License and Collaborative Research Agreement effective July 1, 1993, as amended
by an Amendment Agreement executed on July 9, 1993, an Amendment Agreement
executed on March 20, 2002, a Second Amendment Agreement effective September 21,
2002, a Third Amendment Agreement effective October 30, 2006, and a Fourth
Amendment Agreement effective December 1, 2008, (collectively, "the 1993
Agreement").  The parties now wish
to make changes to certain terms that were added to both the 1993 Agreement and
the 1994 Agreement by the Amendment Agreement executed on March 20, 2002 (“the
March 2002 Amendment Agreement”), the Second Amendment Agreement effective
September 21, 2002 (“the September 2002 Amendment Agreement”), the Third
Amendment Agreement effective October 30, 2006 (“the October 2006 Amendment
Agreement”) and the Fourth Amendment Agreement effective December 1, 2008 (“the
December 2008 Amendment Agreement”).









NOW, THEREFORE, in consideration of the mutual covenants contained in the
1993 Agreement, the 1994 Agreement, the March 2002 Amendment Agreement, the
September 2002 Amendment Agreement, the October 2006 Amendment Agreement, the
December 2008 Amendment Agreement and in this Fifth Amendment Agreement and
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties agree as
follows:









1. Paragraph 1 of the December 2008 Amendment Agreement is
hereby amended as follows:  The
license maintenance payments due January 1, 2009 and July 1, 2009 are deferred
until December 31, 2011.




2. Paragraph 3 of the March 2002 Amendment Agreement is
hereby amended as follows:  The
license maintenance payments due January 1, 2010, July 1, 2010, January 1, 2011
and July 1, 2011 are deferred until December 31,
2011.




3. Paragraph 9(e) of the March 2002 Amendment Agreement is
hereby amended so that the due date for the November 1, 2009 quarterly research
support payment is changed to February 1,
2010.




4. AECOM may, at its option, accept a) shares of common
stock or b) Units (convertible debt and warrants) in the Licensee’s current
funding, to reduce all or a portion of the deferred license maintenance payments
in paragraphs 1 and 2 above.  The
remaining balance of deferred license maintenance payments, if any, will be
repaid, at AECOM’s option 1) in cash by December 31, 2011 or 2) over a 24-month
period, plus interest, beginning in December
2011.




5. Any revenues received or net proceeds received by
Licensee that would have required Licensee to make payment to AECOM from January
1, 2010 to December 31, 2011 will be deferred until December 31, 2011.  These deferred payments, if any, can be
repaid, at AECOM’s option on the same terms as discussed in Paragraph 4
above.




6. Licensee’s failure to make any of the payments required
by paragraphs 1, 2, 3 and 5 above shall constitute a material breach of both the
1993 Agreement and the 1994 Agreement.




7. The applicable provisions of this Fifth Amendment
Agreement shall be deemed to be incorporated into the 1993 Agreement, the 1994
Agreement, the March 2002 Amendment Agreement, the September 2002 Amendment
Agreement, the October 2006 Amendment Agreement and the December 2008 Amendment
Agreement in full and to be an integral part thereof as though fully set forth
therein.  With the exception of the
above amendments, all other provisions of the 1993 Agreement, the 1994
Agreement, the March 2002 Amendment Agreement, the September 2002 Amendment
Agreement, the October 2006 Amendment Agreement and the December 2008 Amendment
Agreement shall remain in full force and
effect.



















IN WITNESS WHEREOF, the parties hereto have entered into and executed
this Fourth Amendment Agreement on the date first above
written.














ALBERT EINSTEIN COLLEGE            
           
           
APPLIED NEUROSOLUTIONS, INC.




OF MEDICINE OF YESHIVA




UNIVERSITY














By:  
_________________________            
By:  
___________________________









Name:________________________               
Name:__________________________









Title:_________________________               
Title:___________________________
























Agreed to and accepted by:



















______________________                   
Date:_____________________




Dr. Peter
Davies