EXHIBIT 10.1

                       NEW PRODUCT DEVELOPMENT AGREEMENT

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EXHIBIT 10.1


                        NEW PRODUCT DEVELOPMENT AGREEMENT

Effective this July 19, 2005

Between:       Neptune  Technologies &  Bioressources  Inc.,  having a principal
               place of business at 500  Saint-Martin  West,  Suite 550,  Laval,
               Quebec,  Canada H7M 3Y2 duly  represented  by Mr. Henri  Harland,
               President and Chief Executive Officer (hereinafter referred to as
               "NEPTUNE");

And:           Neuro  Nutrition,  Inc.  having  a  place  of  business  at  2475
               Broadway, Suite 202, Boulder, CO 80304 represented by Mr. Michael
               Schuett, President (hereinafter referred to as "NEURO");

NEPTUNE and NEURO are hereinafter referred to as "Parties" in plural or singular
usage as required by context.

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WHEREAS NEPTUNE is the sole owner of Neptune Krill Oil (NKO (TM)) and all rights
related to it (hereinafter referred to as "NK0(TM)");

WHEREAS        NEPTUNE agrees that NEURO can  subcontract to CAPSUGEL,  having a
               principal place of business at 535 North Emerald Road, Greenwood,
               SC 29646 strictly upon NEPTUNE preapproval,  the encapsulation of
               a New dietary  supplement  that  includes  NKO(TM) as the one and
               only ingredient comprising the total of the softgel manufactured,
               500mg 100% pure  NKO(TM)  (hereinafter  referred  to as  "NKO(TM)
               softgel")  for and only  for the  benefit  of NEURO  (hereinafter
               referred to as "Purpose P");

WHEREAS        NEPTUNE agrees that NEURO can  subcontract to CAPSUGEL,  having a
               principal place of business at 535 North Emerald Road, Greenwood,
               SC 29646, strictly upon NEPTUNE preapproval, the blending and the
               manufacturing of a Now dietary  supplement  Formulation that will
               include NKO(TM) as an ingredient blend with other  ingredients in
               a  softgel   containing   only   425.25mg   of  the   Formulation
               (hereinafter referred to as "Formulation Heart") and according to
               the formulation  provided by Neptune and described in Appendix A1
               for and only for the benefit of NEURO (hereinafter referred to as
               "Purpose F1");

WHEREAS        NEPTUNE agrees that NEURO can  subcontract to CAPSUGEL,  having a
               principal place of business at 535 North Emerald Road, Greenwood,
               SC 29646, strictly upon NEPTUNE preapproval, the blending and the
               manufacturing of a New dietary  supplement  Formulation that will
               include NKO(TM) as an ingredient blend with other  ingredients in
               a softgel  containing only 500mg of the Formulation  (hereinafter
               referred  to  as  "Formulation   JOINT")  and  according  to  the
               formulation  provided by Neptune and  described in Appenix A2 for
               and only for the  benefit of NEURO  (hereinafter  referred  to as
               "Purpose F2");


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"Purpose F1" and/or "Purpose F2" and/or "Purpose P" are hereinafter  referred to
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as "Purpose" as required by context.
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WHEREAS        NEPTUNE agrees that NEURO can distribute  NKO(TM)  softgel in the
               Practitioner Market in USA.

WHEREAS        NEURO  agrees  not to  distribute  bulk  NKO(TM)  oil in my  way,
               including but not limited to retail and/or wholesale, without the
               prior approval by NEPTUNE.

         THE PARTIES HEREBY AGREE AS FOLLOWS:

1.   Purpose. NEURO agrees to use NKO(TM) as a whole ingredient (only containing
     100% pure  NKO(TM) as  provided  by  NEPTUNE),  not to modify or attempt to
     modify NKO(TM) in any way,  without written  pre-approval  by NEPTUNE,  and
     will not extract or try to extract any  component  from NKO(TM) or will not
     use NKO(TM) other than as indicated in the Purpose.

2.   Purchasing  and  payments.  NEURO will  purchase,  from NEPTUNE  sufficient
     amounts of NKO(TM) in order to perform the Purpose and, will pay NEPTUNE in
     accordance with the terms and conditions agreed.

3.   Confidentiality.  Pursuant to this Agreement; NEPTUNE may supply NEURO with
     certain  proprietary  technical  or business  information  or  materials to
     perform   the   Purpose   (hereinafter   referred   to   as   "Confidential
     Information"). NEURO agrees that it will not use, otherwise than previously
     agreed by NEPTUNE,  any  Confidential  Information  received  from NEPTUNE.
     NEURO  agrees not to disclose  any  Confidential  Information  to any third
     party, and to maintain and follow strict procedures to prevent unauthorised
     disclosure or use of any Confidential Information.  NEURO shall immediately
     advise NEPTUNE of any disclosure,  loss or use of Confidential  Information
     in violation of this Agreement. NEURO agrees that during this Agreement and
     for a subsequent  period of seven (7) years from the date of termination of
     this  Agreement,  it will  hold  the  Confidential  Information  in  strict
     confidence and not disclose to any third party any Confidential information
     except as expressly agreed upon in writing.

4.   Endorsement:  NEURO guarantees that the blender and the manufacturer of the
     New dietary  supplement,  as well as the encapsulator,  will follow all the
     Neptune's policies and procedures.

5.   Ownership of Intellectual Property.  NEURO agrees that NEPTUNE has reserved
     and shall retain sole and  exclusive  rights of ownership of NKO and in any
     Confidential  Information,   including,  without  limitation,   inventions,
     information, know-how or trade secrets which NEPTUNE discloses to NEURO.

6.   Indemnification.  NEURO agrees to defend,  indemnify and hold NEPTUNE,  its
     officers,  employees,  or agents,  harmless from any liability to any third
     party resulting  from NEURO's  involvement pursuant  to performance  of the


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     Purpose of this Agreement. Also, NEURO agrees to defend, indemnify and hold
     NEPTUNE, its officers,  employees or agents,  harmless from and against all
     loss or  expense by reason of injury to or death of any person or damage to
     property  arising out of or in connection with any tortuous act of omission
     of NEURO, its officers, employees, or agents in relation to the Purpose and
     this Agreement.

7.   Assignment.  Neither  Party of this  Agreement  will  assign any or all its
     rights or delegate any of its responsibilities under this Agreement without
     the prior written consent of the other Parties of this Agreement.

8.   No Use of Names.  Except if  required by any law,  the  Parties  agree that
     neither  party will use the name of any other party  participating  in this
     Agreement. If one of the party wish to use the name of one or the other two
     parties of this Agreement,  in a reference in a scientific  publications or
     in its advertising or promotional materials,  then this party has to obtain
     their written consent.

9.   Modification;  Waiver.  This  Agreement  may  not be  altered,  amended  or
     modified  in any way  except by a writing  signed  by all  parties  of this
     Agreement. The failure of a party to enforce any provision of the Agreement
     shall  not be  construed  to be a  waiver  of the  right  of such  party to
     thereafter enforce that provision or any other provision or right.

10.  Arbitration.  Any disputes  which cannot be amicably  resolved  between the
     parties  stall be  settled  by  arbitration  in Quebec or Taipei as follows
     according to the Rules of the  International  Chamber of Commerce  (ICC) as
     the appointing authority in UNCITRAL arbitration proceedings, :
     (a) The arbitration  shall take place in Quebec,  according to the Canadian
     laws, if Neptune shall be the defendant.
     (b) The arbitration shall take place in Colorado, according to USA laws, if
     NEURO shall be the defendant.
     The decision of arbitration shall be final. Enforcement of the award may be
     requested  by  either  party  through   application  to  any  court  having
     jurisdiction.  The  Agreement  shall be construed  and  interpreted  by the
     substantive laws of the country in which the arbitration takes place.

11.  Non-compete  clause.  NEURO,  its officers,  employees,  or agents will not
     participate in any product  development,  study and/or  research  utilising
     Neptune products and/or products and/or products from it without  obtaining
     a written pre-approval by NEPTUNE.

12.  Period of Agreement.  This Agreement shall be effective as specified by the
     above written effective date. Section 3 shall survive this agreement for 10
     years.

13.  No right or obligations other than those expressly recited herein are to be
     implied. No license is hereby granted or implied, by estoppel or otherwise,
     under any  patents  (existing  or  future)  from  either  party,  except as
     expressly contemplated by this Agreement.


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14.  This  Agreement  includes the present and all  Appendixes  initiated by all
     Parties.

IN WITNESS WHEREOF,  the parties hereto have executed this Agreement the day and
year first above written.

NEPTUNE TECHNOLOGIES &                          NEURO NUTRITION
BIORESOURCES INC.

/s/ Henri Harland                               /s/ Michael Schuett
---------------------------                     -------------------------
Mr. Henri Harland                               Michael Schuett
President & CEO                                 Title: President

Date August 10, 2005                            Date July 19, 2005





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                                   APPENDIX A2



                                Formulation Joint

     INGREDIENT                INGREDIENT (mg/softgel)       INGREDIENT (mg/day)

NKO                                      250,00                    500,00
Sierra Sil mineral complex               250,00                    500,00

DAILY DOSE                               500,00                   1000,00

                                  NTB - JULY 19, 2005



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                                   APPENDIX A1


                                Formulation Heart

     INGREDIENT            INGREDIENT (mg/softgel)           INGREDIENT (mg/day)

NKO                                  300,00                          600,00
Alpha-lipoic acid                    100,00                          200,00
Vitamin B-6                          20,00                           40,00
Vitamin B-12                          0,05                            0,10
Folic acid                            0,40                            0,80
Pregnenolone                          5,00                           10,00

DAILY DOSE                           425,45                          850,90

                              NTB - JULY 19, 2005