DESIGN AND MANUFACTURING CONSULTANT AGREEMENT NEUROHABILITATION CORPORATION This Business Consultant Agreement ("Agreement") is made and effective January 30, 2013

DESIGN AND MANUFACTURING CONSULTANT AGREEMENT NEUROHABILITATION CORPORATION

This Business Consultant Agreement ("Agreement") is made and effective January 30, 2013

BETWEEN:	CLINVUE (the "Consultant"), a company organized and existing under the laws of the State of Maryland with its head office located at: 0000 Xxxxxx Xx, Xxxxx 0x, Xxxxxxx XX 00000
AND:	NeuroHabilitation Corporation (the "Company"), a company organized and existing under the laws of the State of Delaware], with its head office located at: 000 Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxx, 00000, Xxxxxx Xxxxxx

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows:

1. CONSULTATION SERVICES

The company hereby employs the consultant to lead the design and manufacturing program for the PoNS device. The Consultant will perform the following services in accordance with the terms and conditions set forth in this agreement in Appendix A

2. TERMS OF AGREEMENT

This agreement will begin January 30, 2013 and will renew annually automatically. Either party may cancel this agreement on thirty (30) days notice to the other party in writing, by certified mail or personal delivery.

3. TIME DEVOTED BY CONSULTANT

It is anticipated the consultant will spend approximately 4-6 days a month in fulfilling its obligations under this agreement. The particular amount of time may vary from day to day or week to week, month to month.

4. PLACE WHERE SERVICES WILL BE RENDERED

The consultant will perform most services in accordance with this contract at a location of consultant's discretion. In addition, the consultant will perform services on the telephone and at such other places as necessary to perform these services in accordance with this agreement.

5. PAYMENT TO CONSULTANT

The consultant will be paid at the rate of $150 per hour for work performed in accordance with this agreement. The consultant will submit an itemized statement setting forth the time spent and services rendered. And the company will pay the consultant the amounts due as indicated by statements submitted by the consultant within 15 days of receipt.

It is understood that payments for consulting services will be withheld until NeuroHabilitation Corporation obtains funding for his activities. In return for this arrangement NeuroHabilitation Corporation will provide stock options program to be defined by a separate agreement. All travel and incidental expenses will be paid fully for all activities performed prior to funding. Travel arrangements will require pre-approval by a member of the NeuroHabilitation Management board.

6. INDEPENDENT CONTRACTOR

Both the company and the consultant agree that the consultant will act as an independent contractor in the performance of its duties under this contract. Accordingly the consultant shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the consultant's activities in accordance with this contract, including by way of illustration but not limitation, Federal and State income tax, social security tax, unemployment insurance taxes, and any other taxes or business license fee as required.

7. CONFIDENTIAL INFORMATION

The consultant agrees that any information received by the consultant during any furtherance of the consultant's obligations in accordance with this contract, which concerns the personal, financial or other affairs of the company will be treated by the consultant in full confidence and will not be revealed to any other persons, firms or organizations.

8. EMPLOYMENT OF OTHERS

The company may from time to time request that the consultant arrange for the services of others. All costs to the consultant for those services will be paid by the company but in no event shall the consultant employ others without the prior authorization of the company.

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

Company		Consultant
/s/ Xxxxxxxx Xxxxxxxxx Authorized Signature		/s/ Xxxx Feanis_______ Authorized Signature
Xxxxxxxx Xxxxxxxxx, CEO Print Name and Title		Xxxx Feanis, CEO_____ Print Name and Title