EXHIBIT 4.2

                                                                       SECTION 1


                             UNIT PURCHASE AGREEMENT


                  This Unit Purchase  Agreement (this "Agreement") is made as of
______________________,   200_  between   Applied   NeuroSolutions,   Inc.  (the
"Company"), and the parties listed on Schedule I hereto (the "Purchasers").

                  The Company and the Purchasers hereby agree as follows:

                                    SECTION 1

                  AUTHORIZATION, PURCHASE AND SALE OF THE UNITS

                  1.1 AUTHORIZATION OF ISSUANCE AND SALE OF THE UNITS.  Prior to
the initial  Closing (as defined  herein),  the Company will have authorized the
issuance  and  sale  of an  aggregate  of  up to  24,000,000  Units  (each  Unit
consisting of one share of common stock ("Shares") and a warrant  ("Warrant") to
purchase one Share).

                  1.2 SALE AND  PURCHASE OF THE UNITS.  At the initial  Closing,
subject  to  the  terms  and   conditions   hereof  and  in  reliance  upon  the
representations, warranties and agreements contained herein, the Purchasers will
purchase an aggregate of up to 16,000,000 Units.

                                    SECTION 2

                          CLOSING, PAYMENT AND DELIVERY

                  2.1 CLOSING. The initial Closing of the sale of the Units will
occur by  December  31,  2003 or such  later  date as may be  determined  by the
Company and Moors & Cabot, Inc. (the "Placement  Agent"),  but in no event later
than March 31, 2004. At the initial  Closing,  investors will purchase a minimum
of 16,000,000 Units and a maximum of 24,000,000  Units. If the maximum number of
Units offered is not sold by the initial  Closing,  the Company may continue the
offering  until all Units are sold,  but not later than March 31, 2004, at which
time the final  Closing  shall occur (the initial  Closing and the final Closing
are sometimes referred to as the "Closing").  If the minimum of 16,000,000 Units
is not sold and this offering is terminated,  all funds delivered by prospective
investors pursuant to this offering will be returned.

                  2.2 PAYMENT AND DELIVERY.  At the Closing, the Purchasers will
pay to the Company by check or wire funds transfer the aggregate  purchase price
and  the  Company  will  deliver  to  the  Purchasers  the  following  documents
registered  in such  name or  names  as  Purchasers  may  reasonably  designate,
representing all of the Units being purchased by the Purchasers:

<PAGE>


                           (i)      copies of an executed Unit Purchase
                                    Agreement;

                           (ii)     Common Stock certificate;

                           (iii)    Warrant; and

                           (iv)     copies of an  executed  Registration  Rights
                                    Agreement,  in the form  annexed  hereto  as
                                    Section 3 of the Subscription Documents (the
                                    "Registration Rights Agreement").

                  2.3 COVENANT OF BEST  EFFORTS AND GOOD FAITH.  The Company and
the  Purchasers  agree to use their  respective  best efforts and to act in good
faith to cause to occur all conditions to Closing which are in their  respective
control.

                                    SECTION 3

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  The Company  hereby  represents and warrants to the Purchasers
that:

                  3.1 CORPORATE POWER,  QUALIFICATION AND STANDING.  The Company
is validly existing and in good standing under the laws of the State of Delaware
and is  qualified  to  transact  business  in each  jurisdiction  in  which  its
ownership of property or conduct of activities requires such qualification.  The
Company  has all  requisite  corporate  power and  authority  to enter into this
Agreement, to sell the Shares and the Warrants included in the Units, to execute
and deliver the  Registration  Rights Agreement and to carry out and perform its
other obligations under this Agreement and the Registration Rights Agreement.

                  3.2 AUTHORIZATION; NO CONFLICT; ENFORCEABILITY.  Execution and
delivery of this Agreement and the  Registration  Rights  Agreement and issuance
and sale of the  Shares  and  Warrants  included  in the  Units  have  been duly
authorized by all necessary corporate action of the Company. The Shares included
in the Units and issuable  upon  exercise of the Warrants  included in the Units
will be validly issued,  fully paid and  non-assessable  shares of common stock.
Performance  by the Company of its  obligations  under this  Agreement  will not
conflict  with or violate the charter  documents  or bylaws of the  Company,  or
conflict  with or violate,  in any material  respect,  (i) any  indenture,  loan
agreement,  lease,  mortgage or other agreement binding on the Company, (ii) any
order of a court or administrative  agency binding on the Company,  or (iii) any
applicable law or governmental regulation, the effect of any of which would have
a material adverse effect on the Company or its subsidiaries,  taken as a whole,
or materially  impair or restrict the Company's power to perform its obligations
as contemplated hereby. This Agreement and the Registration Rights Agreement are
valid and binding obligations of the Company, enforceable against the Company in
accordance  with their terms,  except as  enforcement  thereof may be limited by
bankruptcy,  insolvency,  fraudulent conveyance and transfer,  reorganization or
other similar laws affecting the enforcement of creditors'  rights generally and
by  general   equitable   principles   (regardless   of  whether  the  issue  of
enforceability is considered in a proceeding in equity or at law).

<PAGE>


                  3.3      CAPITALIZATION.

                           The  capitalization of the Company  immediately prior
to the  conversion  of all  currently  outstanding  bridge  notes,  plus accrued
interest,  including  warrants  and  options to  purchase  capital  stock of the
Company,  as well as the  capitalization  of the Company  immediately  after the
conversion  of  all  outstanding  bridge  notes,  plus  accrued  interest,   but
immediately prior to the Closing (the "As Adjusted" column),  including warrants
and options to purchase capital stock of the Company, is as follows:

<TABLE>
<CAPTION>
Security                              No. Authorized     Outstanding     As Adjusted
--------                              --------------     -----------     -----------
<S>                                   <C>                <C>             <C>
Common stock                          200,000,000        47,701,098      68,364,786

Convertible preferred stock             5,000,000             -0-             -0-

Convertible bridge notes (1)               n/a           $2,582,961           -0-

Warrants to purchase shares
              of common stock (2)          n/a            4,858,109       4,858,109

Options to purchase shares
              of common stock              n/a            9,919,636       9,919,636
</TABLE>

(1) The convertible  bridge notes, plus accrued  interest,  are convertible into
shares of common stock at $0.125 per share.  The  conversion  is automatic  upon
raising a minimum of $3,000,000 in this Offering.

(2)  Warrants  will be issued to the  Purchasers  in the Offering as part of the
Units, as well as to the Placement Agent and/or Selected Dealers.

All  outstanding  shares of common stock have been duly  authorized  and validly
issued and are fully paid and non-assessable.


                                    SECTION 4

                REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

         Each  Purchaser,  as to itself  only,  represents  and  warrants to the
Company that:


<PAGE>


                  4.1 Purchaser has sufficient  available financial resources to
provide  adequately for Purchaser's  current needs,  including possible personal
contingencies,  and can bear the economic risk of a complete loss of Purchaser's
investment   hereunder  without  materially  affecting   Purchaser's   financial
condition.

                  4.2 Purchaser has been furnished  with all materials  relating
to the Company and its proposed activities which Purchaser has requested and has
been afforded the opportunity to obtain any additional  information necessary to
verify the  accuracy  of any  representations  or  information  relating  to the
Company and its proposed activities.

                  4.3 The Company has answered all  inquiries  made by Purchaser
concerning  the  Company  and its  proposed  activities,  or any  other  matters
relating to the offering and the proposed operations of the Company.

                  4.4 Purchaser has not been  furnished any offering  literature
other than any materials  and/or  information made available to Purchaser by the
Company as described in subsections 4.2 and 4.3 above,  and Purchaser has relied
only on such materials and/or information.  Furthermore, other than as set forth
in this Agreement,  no representations or warranties have been made to Purchaser
by the Company,  or by its  officers or  employees  with respect to the intended
business of the Company,  the  financial  condition,  prospects,  profitability,
operations  and/or  potential of the  Company,  and/or the economic or any other
aspects of the consequences of an investment in the Units, and Purchaser has not
relied upon any information concerning the offering, written or oral, other than
information contained in this Agreement or provided by the Company to Purchaser.

                  4.5  Purchaser  is  acquiring  the Units  for which  Purchaser
hereby subscribes for Purchaser's own account, as principal,  for investment and
not with a view to the resale or distribution of all or any part of such Units.

                  4.6 A Purchaser, if a corporation,  partnership, or other form
of business  entity,  is authorized and otherwise duly qualified to purchase and
hold the Units,  and such entity has not been formed for the specific purpose of
acquiring the Units.

                  4.7 If a Purchaser is more than one person, the obligations of
such Purchaser shall be joint and several and the representations and warranties
herein  contained  shall be deemed to be made by and be  binding  upon each such
person and his heirs, executors, administrators, successors and assigns.

                  4.8      Purchaser is an  accredited  investor,  as defined in
rule 501 of Regulation D under the Securities Act.


<PAGE>


                                    SECTION 5

                          ACKNOWLEDGMENTS OF PURCHASERS

         Each Purchaser, as to itself only, understands and acknowledges that:

5.1 The  offering  involves a high degree of risk and there can be no  assurance
that  the  Company  will be  successful  with  its  current  business  strategy.
Therefore,  the  possibility  exists  that  Purchasers  may  lose  their  entire
investment in the Company.

                  5.2 The  offering  of the  Units  to  Purchasers  has not been
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
or any state  securities  laws or  regulations,  and the Units  issuable will be
restricted securities which must be held for an indefinite period of time unless
they are  subsequently  so registered or an exemption from such  registration is
available.

                  5.3 The Units are being offered and sold without  registration
under the  Securities  Act in  reliance  upon  applicable  exemptions  under the
Securities Act and similar  exemptions  under state  securities laws for private
offerings. The availability of the aforesaid exemptions depends in part upon the
accuracy of certain of the  representations,  declarations  and warranties which
are  made  by  Purchasers  herein  and in any  other  information  furnished  by
Purchasers to the Company,  and the same may be relied upon in  determining  the
suitability of Purchasers to invest in the Company.

                  5.4 Trading in the Company's securities is presently conducted
in the  over-the-counter  market on the OTC  Bulletin  Board.  As a  result,  an
investor may find it difficult to dispose of, or to obtain  accurate  quotations
as to the price of the securities. There is a limited established market for the
common  stock  and it is  possible  that  no  greater  public  market  for  such
securities will develop.

<PAGE>


                                    SECTION 6

             LEGEND ON COMMON STOCK; RESTRICTIONS ON TRANSFERABILITY

                  6.1 Unless  registered  pursuant  to the  Registration  Rights
Agreement  between the Company and the  Purchasers  dated as of the date hereof,
each certificate  representing  Shares or Warrants shall be stamped or otherwise
imprinted with a legend  substantially in the following form (in addition to any
legend required under any applicable state securities laws):

         THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
         1933 OR ANY STATE  SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR
         SALE IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT AS TO THE
         SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN
         OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY THAT SUCH  REGISTRATION
         IS NOT REQUIRED.

                  Upon  request of a holder of Shares or  Warrants,  the Company
shall  remove the  foregoing  legend or issue to such  holder a new  certificate
therefore free of any such legend,  if the Company shall have received either an
opinion of counsel or a "no-action" letter of the SEC, in either case reasonably
satisfactory  in substance  to the Company and its  counsel,  to the effect that
such legend is no longer required.

                  6.2 In addition to the  restrictions  on  transferability  set
forth  herein,  each  Purchaser  further  covenants  and agrees to the following
transfer  restrictions  with respect to such Shares or Warrants.  Each Purchaser
will not, directly or indirectly,  issue,  offer,  agree or offer to sell, sell,
make short  sales of,  grant an option for the  purchase  or sale of,  transfer,
pledge,  assign,  hypothecate,  distribute  or otherwise  encumber or dispose of
(collectively,  "Transfer")  any Shares or  Warrants,  or any  options,  rights,
warrants or other securities  convertible into,  exchangeable or exercisable for
or  evidencing  any right to purchase or subscribe  for such Shares or Warrants,
until a registration  statement  covering the resale to the public of the Shares
and/or   Warrants  and  prepared  in  accordance  with  the  provisions  of  the
Registration  Rights  Agreement  is declared  effective  by the  Securities  and
Exchange Commission (the "Registration Date").

Notwithstanding  the  foregoing,  there  shall  be no  restrictions  on any  (i)
Transfer as a gift or gifts, or to trusts for the benefit of family members of a
Purchaser,  provided  that the  transferee  agrees in writing to be bound by the
restrictions on Transfer set forth herein, or by will or the laws of descent and
distribution,  provided that prior to such Transfer of the Shares the transferee
agrees in writing to be bound by the  restrictions on Transfer set forth herein,
or (ii) the Transfer is made with the prior written approval of the Company.

<PAGE>


                                    SECTION 7

                                  MISCELLANEOUS

                  7.1  GOVERNING  LAW. This  Agreement  shall be governed by and
construed in  accordance  with the laws of the State of Delaware.  Any action or
proceeding  relating to this Agreement may be brought in the courts of Illinois,
or in the United  States  courts  located in  Illinois,  and each of the parties
irrevocably  consents to the  jurisdiction  of such courts in any such action or
proceeding.

                  7.2  SUCCESSORS  AND ASSIGNS.  Except as  otherwise  expressly
provided  herein,  the  provisions  hereof  shall inure to the benefit of and be
binding upon the successors and assigns of the parties.

                  7.3 ENTIRE AGREEMENT; AMENDMENT. This Agreement (including any
Schedules hereto) and the other documents  delivered  pursuant hereto constitute
the full and entire  understanding and agreement between the parties with regard
to the subjects  hereof and thereof.  Neither this Agreement nor any term hereof
may be amended, waived,  discharged or terminated except by a written instrument
signed by the Company and the Purchasers.

                  7.4 NOTICES. All notices and other communications  required or
permitted  hereunder  shall  be  mailed  by  either  an  express  mail  carrier,
first-class mail, postage prepaid, or facsimile,  or delivered either by hand or
by  messenger,  addressed (a) if to the  Purchasers,  as indicated on Schedule I
hereto,  or at such other address as the Purchasers  shall have furnished to the
Company in writing,  or (b) if to any other holder of any Units,  at the address
of such holder as shown on the records of the Company, or (c) if to the Company,
at its address set forth below (with copy to: Ehrenreich Eilenberg & Krause LLP,
11 East 44th Street,  17th Floor, New York, NY 10017,  Attn.: Adam D. Eilenberg,
Esq.) or at such  other  address as the  Company  shall  have  furnished  to the
Purchasers  and  each  such  other  holder  in  writing.  All  such  notices  or
communications shall be deemed given when actually delivered by hand, messenger,
express mail carrier or facsimile or, if mailed, three days after deposit in the
U.S. mail.

                  7.5 DELAYS OR  OMISSION.  No delay or omission to exercise any
right,  power or remedy  accruing to any party to this Agreement  (including any
holder of the  Shares),  upon any breach or default of another  party under this
Agreement,  shall impair any such right, power or remedy of such party nor shall
it be construed to be a waiver of any such breach or default, or an acquiescence
therein,  or of or in any similar breach or default  thereafter  occurring;  nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default  theretofore  or thereafter  occurring.  All remedies,  either
under this  Agreement  or by law or  otherwise  afforded to any party,  shall be
cumulative and not alternative.

                  7.6 SEVERABILITY. In case any provision of the Agreement shall
be invalid, illegal or unenforceable,  the validity, legality and enforceability
of the  remaining  provisions  shall  not in any  way be  affected  or  impaired
thereby.

                  7.7  TITLES AND  SUBTITLES.  The  titles of the  sections  and
subsections of this Agreement are for  convenience of reference only and are not
to be considered in construing this Agreement.

<PAGE>


                  7.8 COUNTERPARTS. This Agreement may be executed in any number
of counterparts,  each of which shall be an original,  but all of which together
shall constitute one instrument.

<PAGE>


                  IN WITNESS WHEREOF, the parties have caused this Unit Purchase
Agreement to be executed  and  delivered  by their duly  authorized  officers or
partners, as the case may be, as of the day and year first above written.


PURCHASER                                APPLIED NEUROSOLUTIONS, INC.

______________________________           By: _______________________________
Signature

______________________________           Title: ____________________________
Print Name

______________________________           Address: 50 Lakeview Parkway, Suite 111
Street Address                                    Vernon Hills, IL 60061

------------------------------
City, State, Zip Code

------------------------------
Date

------------------------------
Number of Units (at ($0.25 per Unit)

------------------------------
Amount of Subscription


<PAGE>


                                   SCHEDULE I


Purchaser                           Number of Units                    Amount
---------                           ---------------                    ------