Exhibit
        10.2
 
 [IMCOR
        Letterhead]
 
 May
        17,
        2005
 
 Mr.
        B.
        Jack DeFranco
 7323
        Vista Del Mar
 La
        Jolla,
        CA 92037
 
 Dear
        Jack:
 
 We
        consider your services as integral to IMCOR Pharmaceutical Co. (the “Company”)
        at this critical point in its operations. Please confirm your agreement to
        the
        following:
 
 Retention
        Arrangements.
 
 The
        Company would like to offer you an aggregate retention payment of $60,000,
        payable (a) $30,000 on the eighth day after you accept this letter agreement,
        without revocation, and (b) $30,000 payable on the earlier of September 5,
        2005
        or the completion of the sale or disposition of the Company’s assets (“Second
        Payment Date”), if you remain an employee of the Company until such date and
        perform such duties as the Company’s Board of Directors directs (“Second
        Payment”). These duties may include your assistance in connection with the
        orderly liquidation of the Company’s assets, or a merger, sale, reorganization
        or other transaction. In addition, the Company may elect to reduce your
        employment status to a part-time basis if it deems such reduction necessary,
        without changing your rights to the Second Payment. The Second Payment, payable
        to you on the Second Payment Date, **** shall
        be
        held in escrow until such date.
 
 In
        consideration for the Company’s agreement to make the retention payment, you
        agree to release all claims against the Company and its officers, directors,
        employees, shareholders, agents, affiliates, successors and assigns arising
        from
        or related to your employment and the acts or omissions of the Company, its
        officers, directors, employees, shareholders, agents, affiliates at any time
        through May 6, 2005; *provided,
        however* ,
        except
        as modified by this letter agreement, your rights and obligations under the
        letter agreement dated February 8, 2005 between you and the Company setting
        forth the terms of your employment, the Employee Confidentiality, Inventions
        and
        Non-Competition Agreement that you previously signed and the option award
        agreements relating to options granted to you on June 19, 2003, January 7,
        2004
        and May 6, 2004, any written indemnification agreement with the Company and
        the
        provisions of the Company’s Bylaws (and related applicable law and insurance
        coverage) regarding indemnification (collectively, the “Prior Agreements”) shall
        remain in full force and effect.
 
 
 This
        general release covers: (1) all claims related to any bonuses previously
        awarded
        to you, but not paid; (2) all claims for breach of contract (whether
        implied, written or oral), wrongful termination, and breach of the implied
        covenant of good faith and fair dealing and constructive discharge; (3) all
        claims for wages or other compensation or benefits, other than claims for
        wages,
        compensation or benefits arising from or relating to the Prior Agreements
        or any
        other written benefit plan or policy that the Company maintains for its
        employees (which are not affected by this release); (4) all tort claims,
        including claims for fraud, defamation, emotional distress, and discharge
        in
        violation of public policy; and (5) all federal, state, and local statutory
        claims, including, but not limited to, federal employment laws such as the
        Civil
        Rights Act of 1964, as amended by the Civil Rights Act of 1991 (42 U.S.C.
        §§2000e-2000e-17); the Civil Rights Act of 1866, as amended (42 U.S.C.
§§1981-1988); the Fair Labor Standards Act of 1938, as amended (29 U.S.C.
§§201-219); the Equal Pay Act of 1963 (29 U.S.C. §§206(d)(1)); the Americans
        With Disabilities Act of 1990 (42 U.S.C. §§12101-1213); the Family and Medical
        Leave Act of 1993 (29 U.S.C. §§2601-2654); the Employee Retirement Income
        Security Act of 1974 (29 U.S.C. §§1161-1168); the Consolidated Omnibus Budget
        Reconciliation Act of 1986 (“COBRA”); and the Age Discrimination in Employment
        Act of 1967, as amended by the Older Workers Benefit Protection Act (29 U.S.C.
        §626), the California Labor Code and the California Fair Employment and Housing
        Act (as amended).
 
 You
        acknowledge reading and understanding Section 1542 of the Civil Code of the
        State of California which provides:
 
 A
        general
        release does not extend to claims which the creditor does not know or
 suspect
        to exist
        in
        his favor at the time of executing the release, which
        if
        known
 by
        him
        must have materially affected his settlement with debtor.
 
 You
        hereby expressly waive and relinquish all rights and benefits under that
        section
        and any law or legal principle of similar effect in any jurisdiction with
        respect to the release of unknown and unsuspected claims granted
        herein.
 
 You
        have
        at least twenty-one days in which to consider the terms of these retention
        arrangements before signing this letter, which you may waive in your discretion.
        If you elect to sign this agreement at any time during the twenty-one day
        period, you will have a period of seven days following the execution of this
        agreement in which to revoke your agreement to the retention arrangements,
        which
        cannot be waived, and the retention arrangements portion of this agreement
        will
        not become effective or enforceable until the seven day period has
        expired.
 
 Vacation .
 
 You
        confirm your agreement that in accordance with the Company’s suspension of its
        previous vacation policy as of May 9, 2005 you shall no longer accrue vacation
        hours; provided, however, if the Company reinstates a vacation accrual policy
        you shall be entitled to participate in such policy, under the same formulae
        as
        previously provided for in your Prior Agreements. In the meantime, you shall
        receive a payment for any previously accrued but unused vacation time on
        your
        next regular paycheck, to which you are entitled through May 9, 2005. Any
        vacation time taken after May 9, 2005 will be considered unpaid days off
        by the
        Company. This modification of the terms of your vacation entitlement replaces
        the relevant vacation provisions in your Prior Agreements and will be effective
        upon your execution of this letter regardless of whether you accept the
        retention arrangements contained elsewhere in this letter.
 
 
 Please
        signify your acceptance of this agreement by signing and dating this letter
        and
        returning one original to me, keeping the other for your records.
 
 Sincerely,
 
 /s/
        Brian
        Gallagher
  Brian
        Gallagher
 Chairman
        of the Board of Directors
 Agreed
        and accepted by:
 
 
 /s/
        Jack DeFranco
 B.
        Jack
        DeFranco
 Date:
        May
        19, 2005