**EXHIBIT
      10.28**


96700/199


103006


**THIRD
      AMENDMENT AGREEMENT**








This
      Third Amendment Agreement is made effective October 30, 2006 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 Applied NeuroSolutions, Inc. (formerly
      known
      as Molecular Geriatrics Corp.), a corporation organized and existing under
      the
      laws of the State of Delaware, having an office and place of business at 50
      Lakeview Parkway, Suite 111, Vernon Hills, Illinois 60061
      ("Licensee").





**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 and a Second Amendment Agreement effective September 21, 2002,
      (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 and a Second
      Amendment Agreement effective September 21, 2002, (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”) and
      the Second Amendment Agreement effective September 21, 2002 (“the September 2002
      Amendment Agreement”), and to revise the Field of the 1994
      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 and in this Third Amendment Agreement and other good
      and valuable consideration the receipt and sufficiency of which is hereby
      acknowledged, the parties agree as follows:





1.  Paragraph
      3 of the March 2002 Amendment Agreement is hereby amended so that the due date
      for the license maintenance payment of US$137,500.00 is extended from July
      1,
      2006 to December 31, 2006.





2.  Paragraph
      3(c) of the September 2002 Amendment Agreement is hereby amended so that the
      due
      date for the May 1, 2006 quarterly research support payment of US$37,500.00
      is
      extended from May 1, 2006 to December 31, 2006.





3.  Paragraph
      3(c) of the September 2002 Amendment Agreement is hereby amended so that the
      due
      date for the August 1, 2006 quarterly research support payment of US$37,500.00
      is extended from August 1, 2006 to December 31, 2006.





4.  Paragraph 3(c) of the September 2002 Amendment Agreement is hereby amended
      so
      that the due date for the November 1, 2006 quarterly research support payment
      of
      US$37,500.00 is extended from November 1, 2006 to December 31,
      2006.





5.  On
      or
      before December 31, 2006, Licensee shall pay to AECOM US$25,000.00 as a license
      maintenance payment, which payment is non-refundable and not creditable against
      any other payment due to AECOM.





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





7.
            The
                “Field” of the 1994 Agreement is revised to read as
                follows:





“Field”
      means the diagnosis of 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.





8.  The
      applicable provisions of this Third Amendment Agreement shall be deemed to
      be
      incorporated into the 1993 Agreement, the 1994 Agreement and the March 2002
      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 and the March 2002
      Amendment Agreement shall remain in full force and effect.














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








**ALBERT
      EINSTEIN COLLEGE OF
      MEDICINE                     APPLIED
      NEUROSOLUTIONS, INC.**


**OF
      YESHIVA UNIVERSITY**







**By:
      /s/Emanuel Genn**     **By:
      /s/Ellen
      Hoffing**





**Name:Emanuel
      Genn**     **Name:Ellen
      Hoffing**





**Title:Associate
      Dean for Business Affairs**  **Title:President
      & CEO**














**Agreed
      to and accepted by:**











/s/Peter
      Davies     Date:_____________________


Dr.
      Peter
      Davies