**Exhibit 10.8**

 
|  |   | Photogen Technologies, Inc

140 Union Square Drive

New Hope, PA 18938

Phone  (215) 862-6860

Fax  (215) 862-7139 |
|--|--------|------------------------------------------------------------------------------------------------------------------------------|

 

October28, 2002

 

Taffy J. Williams, Ph.D.

103 Colwyn Terrace

Lansdale, PA 19446

 

Dear Dr. Williams:

 

At the close of the financing(expected to occur at the end of October 2002), you agree that the terms ofyour employment with Photogen Technologies, Inc. will be as specified in thisletter and that any previous conditions of employment are no longer effective.

 

**Title andReporting Relationship**

 

Your title and reportingwill remain unchanged: President and Chief Executive Officer reporting directlyto the Board of Directors.  You will beexpected to work full time for Photogen, reside in the Philadelphia/Princetonregion and work out of the New Hope, Pennsylvania office.

 

**Salary andBenefits**

 

Promptly following theclosing, you will be paid the amount of your salary that had been deferredsince February 1, 2002 as well as any contractual bonus.

 

Your new annual salary willbe $275,000 (less applicable withholding and deductions). Payments will be madeon a semi-monthly basis in accordance with Company policy. Bonuses, if any,will be at the sole discretion of the Board of Directors. Your expenses forCompany approved travel will be paid, subject to proper documentation.

 

The Company will provide youwith the following benefits:

 

•              Vacation of four weeksannually of which only one week can be carried into the following year

 

•              Nine Company holidays plustwo discretionary “floating” days

 

•              Company paidmedical and dental coverage for you and eligible dependents

 

•              Salary deferral under our401(k) Plan (currently, the Company does not make any contribution to the401(k) Plan)

 

•              Other benefitsat the discretion of the Company

 

**Stock Options**

 

You agree to waive theaccelerated vesting provisions of any existing stock option awards that you mayhave that would arise as a result of a change of control pursuant to either theCorporate Separation or Institutional Financing transactions that are describedin the Company’s proxy statement and supplemental proxy statement for its 2002Annual Meeting of Shareholders.

 

You will be awarded newstock options to purchase 7.5% of the fully diluted shares of PhotogenTechnologies, Inc.’s common stock (less any existing option with an exerciseprice of $2.75 or less) at an exercise

 

----

 

Taffy J. Williams, Ph.D.

October 29, 2002

 

price equal to the offering price for thefinancing syndicate, approximately $0.27 on a pre-split basis; the price andabsolute number of shares are subject to the 1 for 4 reverse split that willtake place post close of the financing. The vesting of the new award will be30% immediate vesting (although you must agree not to sell or trade the newlygranted options for one year following the closing of the financing) with theremainder vesting on a four-year ratable schedule. These options will besubject to an Option Award Agreement that you will be required to sign.

 

**Severance**

 

Your employment is at-willand can be terminated by you or Photogen at any time with or without cause. Ifthe Company terminates you for any reason other than for cause, the Companywill pay you severance equal to one year of your then-current salary (lessapplicable withholding and deductions). All severance payments will be paid ona semi-monthly basis in accordance with the Company’s regular payroll schedule.If you terminate your employment or are terminated for cause, the Company willnot make any severance payments. “Cause” means:

 

•                             Material breachof this Agreement where such breach, if curable, is not remedied to theCompany’s reasonable satisfaction within thirty (30) days after written noticeto you (and termination shall be effective as of the end of such 30-dayperiod); or

 

•                             Committing anact of fraud, embezzlement, theft or another act involving moral turpitude (andtermination shall be effective upon written notice to you) that materially andadversely affects the company.

 

As a condition of youremployment, you agree to be bound to the previously signed EmployeeConfidentiality, Inventions and Noncompetition Agreement and amendmentsrequired for closure of the financing. If not already provided, you must alsoprovide proof of citizenship or of your ability to be employed in the UnitedStates.

 

Please signify youracceptance of these terms by signing and dating this letter. We look forward toyour continuation with the Photogen team.

 
|                     | Sincerely,                |
|--------------------------|---------------------------|
|                     |                      |
|                     |                      |
|                     | /s/ Robert J. Weinstein   |   |
|                     | Robert J. Weinstein, M.D. |
|                     | Director                  |
|                     |                      |
|                     |                      |
| ACCEPTED BY:             |                      |
|                     |                      |
|                     |                      |
| /s/ Taffy J. Williams    |                      |   |
| Taffy J. Williams, Ph.D. |                      |
|                     |                      |
| Dated:                   | 10/29/02                  |   |   |
|                          |                           |  |  |  |  |

 

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