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                                                              EXHIBIT 10.2

                                  RESEARCH AGREEMENT


     THIS RESEARCH AGREEMENT ("Agreement") is made effective as of October 1,
1998 by and between Photogen, Inc., a Tennessee corporation with offices in
Knoxville, Tennessee (hereinafter referred to as "Sponsor"), and The
Massachusetts Eye and Ear Infirmary, with offices at 243 Charles St. in Boston,
Massachusetts 02114 (hereinafter referred to as "MEEI").  Sponsor and MEEI are
collectively referred to as the "Parties."

                                     WITNESSETH:

     WHEREAS, the research project contemplated by this Agreement is of mutual
interest and benefit to the Sponsor and MEEI, and will further the
instructional, medical, and research objectives of MEEI and the research and
development objectives of the Sponsor.

     NOW THEREFORE, in consideration of the mutual covenants contained herein,
the Parties hereto agree as follows:

 1.  THE PROJECT.  MEEI agrees to use its best efforts to perform in a timely
     and expeditious manner the research project entitled "Evaluation of
     two-photon excitation (TPE) PDT using rose bengal and BPD-MA as a treatment
     for AMD" (the "Project").  The Project will be conducted under the
     direction of Joan W. Miller, M.D. ("Principal Investigator") pursuant to
     the terms of the protocol dated October 1, 1998 between the Sponsor and
     MEEI which has been separately delivered and acknowledged by the Parties
     (the "Protocol").  MEEI shall provide personnel (who, together with the
     Principal Investigator, are referred to as the "Investigators"),
     facilities, and resources as required to accomplish the work necessary to
     complete the Project in accordance with the Protocol.  The Project shall be
     limited to the scope described in the Protocol.

 2.  TERM.  The term of this Agreement and the Project shall be from October 1,
     1998 through June 30, 1999, or, as extended by mutual written agreement,
     unless sooner terminated in accordance with the terms hereof.

 3.  PAYMENT.  The total cost to the Sponsor for the Project will not exceed
     $160,000 for the work described in the Protocol.  The cost for subsequent
     work pursuant to other protocols or consulting, including but not limited
     to, the design of clinical trials and work with regulatory agencies will be
     agreed upon by the 

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     Parties and covered by a separate agreement.  Delays caused by third 
     party actions may alter the following payment schedule as mutually 
     agreed upon in writing by the Parties.  Payments during the Project  
     shall be made to MEEI by the Sponsor according to the following schedule:

           AMOUNT             DATE
          -------            ---------------
          $40,000            October 1, 1998
          $40,000            By January 1, 1999
          $40,000            By March 1, 1999
          $40,000            By June 1, 1999


     Checks shall be made payable to:

          Massachusetts Eye and Ear Infirmary

     and shall be mailed to the following address:

          Director, Research Administration
          Massachusetts Eye and Ear Infirmary
          243 Charles Street
          Boston, MA 02114

     All funds provided by Sponsor under this Agreement may be used at the
     discretion of MEEI in support of the work for the Project.  Any changes to
     the above payment schedule must be agreed to in writing by the Parties.

 4.  TERMINATION.  This Agreement and the Project may be terminated as set forth
     below, in which case Sponsor's payment obligations will be adjusted through
     the date of termination:

     a.   In the event that either Party defaults in the due performance of its
          respective obligations under this Agreement, or in the event that any
          representation or warranty by either Party in this Agreement or in the
          documentation or data produced through the Project proves to be
          materially false or misleading, and such default or breach is not
          cured within thirty (30) days after written notice by the other Party,
          then the non-defaulting Party may elect to terminate the Project and
          this Agreement by 

                                                                             2

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          giving written notice to the defaulting Party, and this Agreement 
          shall terminate upon the defaulting Party's receipt of said notice.

     b.   MEEI shall promptly advise Sponsor if for any reason Dr. Miller cannot
          be available as the Principal Investigator.  If the Parties cannot
          agree on a qualified scientist as a replacement, Sponsor may terminate
          the Project and this Agreement on the 30th (thirtieth) day after
          delivery of written notice to MEEI.

     c.   Notwithstanding anything in this Agreement to the contrary, either
          Party may terminate this Agreement, with or without cause and without
          liability, on 90 (ninety) days' prior written notice to the other
          Party; in which event this Agreement and the Project shall terminate
          on the 90th (ninetieth) day after delivery of such notice.  The
          payment schedule shall be adjusted to reflect work completed up to the
          termination date.

     d.   The Parties recognize that the results of any particular research
          project cannot be guaranteed even through the use of MEEI's best
          efforts.  Further, MEEI shall not be held responsible for delays due
          to third party suppliers.  Therefore, it is specifically agreed that
          the failure of MEEI to achieve specific research results shall not
          constitute a default or breach of this Agreement.  Further, the
          Parties agree that obligations under Sections 5, 6, 7, 9, 10, 12, 13,
          14 and 19 survive any termination of this Agreement or the Project.

 5.  EQUIPMENT.  Title to any equipment purchased or manufactured by MEEI in the
     course of the research conducted under this Agreement or with the use of
     funds provided by Sponsor shall vest in MEEI.

 6.  PROPRIETARY INFORMATION OF THE PARTIES.

     a.   MEEI and Sponsor recognize that the conduct of the Project may require
          the exchange of proprietary information, identified as such in
          writing, including Inventions (as defined in Section 13.a below) and
          other confidential business, technical and scientific information,
          between the Parties. Accordingly, it is agreed that each receiving
          Party shall retain in confidence all proprietary information of the
          other Party and shall not disclose such information to any other
          person or entity, nor use such information without written permission
          of the Party owning such information, except in accordance with the
          terms of this Agreement.

                                                                             3

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     b.   The term "proprietary information" as used herein shall not include
          any information which the recipient clearly shows by appropriate
          documentation:

          (1)  Was at the time of receipt both lawfully and independently known
               to the receiving Party, its agents, or employees;

          (2)  Without breach of this Agreement by the receiving Party has been
               published or is otherwise within the public knowledge or is
               generally known to the public at the time of disclosure;

          (3)  Becomes known or available to the receiving Party without
               restriction from a source other than the disclosing Party,
               provided that such source has an unqualified right to disclose
               such information without restriction;

          (4)  Becomes a part of the public domain after disclosure without
               breach of this Agreement by the receiving Party; or

          (5)  Is required by law to be disclosed, in which case the receiving
               Party will give the disclosing Party prompt written notice of the
               required disclosure.  The disclosing Party may, in good faith and
               at its own expense, contest disclosure or seek confidential
               treatment and the receiving Party shall cooperate with the
               disclosing Party in all reasonable respects.

 7.  PUBLICATION.

     a.   The Project studies may be worthy of written or oral publication in
          scholarly journals or at meetings.  Such presentation or publication
          shall be jointly authored by the Principal Investigator and Sponsor's
          scientists in accordance with their respective scientific
          contributions to the Project, if applicable (otherwise, by the
          originating person).  Prior to publication, each Party will give the
          other the opportunity to review and comment on any intended public
          disclosure covering the Project, but in no event shall such
          publication be permitted without the express written approval of the
          Party from which the results originated.

                                                                             4

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     b.   In order to give Sponsor an opportunity to protect against loss of
          confidentiality or patent rights as a result of publication, the
          Principal Investigator and/or MEEI shall submit copies of drafts of
          any article, or presentation on the research written by any
          Investigator resulting from work on this Project to Sponsor for review
          and comment at least thirty (30) days and in the case of abstracts
          seven (7) business days prior to the anticipated date of submission
          for publication or presentation.  If Sponsor, in its reasonable
          judgment, determines that it needs additional time to seek patent
          protection for the information, then MEEI and the Investigators, as
          the case may be, agree to defer the submission for publication for an
          additional period as determined by written advice of Sponsor's patent
          counsel; provided that MEEI's patent counsel agrees, which agreement
          shall not be unreasonably withheld.  The person seeking to publish the
          material shall make  appropriate changes in such material to reflect
          the Parties' reasonable comments concerning patent protection and
          non-disclosure of Trade Secrets (defined below).

 8.  INDEPENDENT CONTRACTOR.  The Parties' relationship to one another in the
     performance of this Agreement is that of independent contractors.  The
     Parties are not employees or agents of one another.  Neither Party shall
     have the authority to bind or incur liability for the other except as may
     be expressly authorized in writing.

 9.  INDEMNIFICATION.

     a.   Sponsor will defend, indemnify, and hold harmless MEEI and its
          trustees, employees and staff against any and all actions, suits,
          claims, demands or prosecutions that may be brought or instituted
          against MEEI and/or its trustees, employees and staff based on or
          arising out of the manufacture, use, sale or other distribution of any
          product of Sponsor (or its affiliates or licensees) resulting from the
          Project, except to the extent any such action, suit, claim, demand or
          prosecution is based on the negligence or willful misconduct of MEEI
          and/or its trustees, employees or staff.

     b.   MEEI will defend, indemnify and hold harmless Sponsor and its
          directors, employees and representatives from and against all actions,
          suits, claims, demands or prosecutions that may be brought or
          instituted against any of them based on the negligence or willful
          misconduct of MEEI and/or its trustees, employees or staff.

                                                                             5

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10.  NEGATION OF WARRANTIES BY MEEI. Although MEEI will use its best efforts in
     connection with the Project as set forth in Section 1 of this Agreement,
     MEEI makes no warranties, either expressed or implied, as to the result of
     such research or the merchantability or fitness for a particular purpose of
     the research or any product arising out of the Project.  MEEI shall not be
     liable for any direct, consequential, or other damages suffered by the
     Sponsor or others which may result from the use of any product arising out
     of the Project (except to the extent set forth in Section 9, above).

11.  KEY PERSONNEL.  Joan W. Miller, M.D., Principal Investigator, is considered
     to be essential to the Project.  Substitutions for or substantial changes
     in her level effort or participation will not be made without the prior
     written approval of Sponsor.  Each Party will obtain agreements from its
     employees, independent contractors, consultants and similar persons causing
     such third parties to be bound by the provisions of Sections 6, 7, 12 and
     13 hereof.

12.  INTELLECTUAL PROPERTY RIGHTS OF THE PARTIES.  Neither Party shall have any
     claim by virtue of this Agreement or the Project to any right, title or
     interest in any Invention, Trade Secret or Patent Rights (defined below) or
     any other intellectual property rights issued to, owned or controlled by
     the other Party (a) prior to the date hereof, or (b) after the date hereof
     except a New Invention, Trade Secrets or Patent Rights arising out of the
     Project and as specifically set forth in Section 13 below.

13.  INVENTIONS AND PATENT RIGHTS.

     a.   The term "Invention" means a patentable discovery or invention,
          including processes, methods, formulas and technologies.  The term
          "Trade Secret" means non-patented trade secrets, know-how,
          compositions, protocols, processes and techniques, discoveries,
          machines, ideas, computer programs (including software and data used
          in all such programs), drawings, specifications and technical
          information.  The term "Patent Rights" means patent applications and
          patent disclosures related to an Invention, together with all letters
          patent, reissuances, continuations, continuations-in-part, revisions,
          extensions, and reexaminations thereof.

     b.   Inventions, related Patent Rights and Trade Secrets arising directly
          from work on this Project during the term of this Agreement and for a
          period of 12 months thereafter shall be owned as follows:

                                                                             6

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          (1)  MEEI will own all such Inventions or Trade Secrets it, the
               Principal Investigator or any other Investigator independently
               conceives (a "MEEI Invention") and all related Patent Rights,
               subject to the license if Sponsor exercises its option described
               in paragraph 13.f below;

          (2)  MEEI and Sponsor will jointly own all such Inventions jointly
               conceived by MEEI, or the Principal Investigator or any other
               Investigator together with Sponsor (a "Joint Invention") and all
               related Patent Rights, subject to the license if Sponsor
               exercises its option described in paragraph 13.f below; and

          (3)  Sponsor will own (A) all Inventions and Trade Secrets Sponsor
               independently conceives and all related Patent Rights, and (B)
               all MEEI or Joint Inventions and related Patent Rights, described
               in the foregoing clauses (1) or (2), as to which MEEI declines to
               prosecute a patent application in accordance with paragraph (d),
               below (collectively, a "Sponsor Invention").

          (4)  All Trade Secrets, arising from work on this Project, related to
               a MEEI Invention or a Joint Invention shall be subject to the
               license if Sponsor exercises its option described in paragraph
               13.f below.

     c.   With respect to MEEI Inventions and related Trade Secrets, MEEI will
          cause all Investigators to report such Invention and related Trade
          Secrets and assign all of their right, title and interest therein to
          MEEI; with respect to Joint Inventions and related Trade Secrets, the
          Sponsor will cause its personnel and MEEI will cause each Investigator
          to report such Invention and related Trade Secrets and assign all of
          their right, title and interest therein to Sponsor and MEEI jointly;
          and with respect to Sponsor Inventions and related Trade Secrets, all
          Investigators shall report such Invention and related Trade Secrets
          and assign all of their right, title and interest therein (if any) to
          Sponsor.  Sponsor and MEEI shall promptly advise the other in writing
          of each MEEI Invention or Joint Invention and related Trade Secrets
          and shall cause their Investigators and personnel, as applicable, to
          maintain current and reasonably detailed records as to possible MEEI
          and Joint Inventions and Trade Secrets, which shall be open to
          inspection by the other Party.  The Parties shall discuss for up to 90
          days whether patent applications pertaining to such MEEI or Joint
          Invention should be filed and in which countries.  All of the
          foregoing shall constitute proprietary information subject to 
          Section 6, above.

                                                                             7

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     d.   If either Party determines that patent applications should be filed,
          patent applications relating to MEEI Inventions shall be filed by MEEI
          and patent applications relating to Joint Inventions shall be filed as
          agreed upon by the Parties.  If within 90 days after the date on which
          such an Invention was disclosed by one Party to the other Party, one
          Party states in writing that it is not interested in filing patent
          applications on either an MEEI Invention or a Joint Invention or fails
          to state in writing that it desires to file patent applications (a
          "declining Party") and the other Party (a "prosecuting Party") is
          interested in filing such applications, the declining Party, if the
          Sponsor, shall assign all of its Patent Rights in such Invention to
          the prosecuting Party and the prosecuting Party shall be free to file
          and prosecute, all Patent Rights in the Invention in the name of the
          appropriate inventor, for its own account (including the right to
          license the same to any third party) and at its own expense.  If the
          declining Party is MEEI, then MEEI agrees to file and prosecute  at
          Sponsor expense, all patent rights in the Invention in the name of the
          appropriate Inventor for its own account, subject, however, to
          providing Sponsor with the option to obtain a license as contemplated
          in Section 13.f below.  All prosecution costs pertaining to patent
          applications covering an MEEI or Joint Invention that are filed by
          mutual agreement of the Parties or by MEEI when it is the declining
          Party (including preparation, filing, prosecution, issuance and
          maintenance costs) shall be borne by Sponsor, and Sponsor shall have
          the right to select patent counsel.

     e.   The Parties agree to cooperate and work together in good faith to
          effect the provisions of this Section 13.  Each Party agrees to take
          such actions as may be necessary to effect the provisions of this
          Section 13.

     f.   As to all Patent Rights relating to a MEEI Invention or a Joint
          Invention, MEEI hereby grants Sponsor for the twelve (12) months next
          following the first filing of patent applications in any jurisdiction
          relating to such Invention the irrevocable first option to obtain a
          license.  Upon exercise of this option, the parties shall negotiate in
          good faith a license agreement containing terms that are commercially
          reasonable, such license to include, but not be limited to the
          following:

          (1)  Sponsor shall have a world-wide, exclusive (subject only to
               paragraph (h) below), royalty-bearing license granting Sponsor
               the right to use the Invention, to design, make, have made,
               market lease, offer for sale, sell and/or distribute products
               embodying or 

                                                                             8

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               produced through the use of the Invention, itself or
               through third parties by way of sublicense, and in all other
               respects to use, sublicense, and commercialize the Invention and
               any such product under all Patent Rights.  Pursuant to such
               license, Sponsor shall use reasonable efforts to commercialize
               such products and will be free to design the products, and select
               pricing and marketing methods in its discretion; but Sponsor
               makes no representation, warranty or covenant as to whether any
               such product can be developed, manufactured or sold, or as to the
               revenues, if any, resulting from sales.

          (2)  Sponsor shall pay MEEI a reasonable licensing fee, and a
               reasonable royalty of an amount not less than $10,000 per year.

          (3)  Sponsor will defend all challenges to Patent Rights and MEEI will
               cooperate with Sponsor in that regard.

          (4)  Sponsor may abandon the license at any time by express written
               notice to MEEI, in which case all rights will revert back to MEEI
               and all license and royalty obligations on Sponsor shall
               terminate.

          (5)  Product liability indemnification and insurance requirements
               which are reasonably acceptable to MEEI's liability insurance
               carrier.

          (6)  In addition to the foregoing, any other commercially reasonable
               terms standard for agreements between universities and industry
               not inconsistent with the foregoing.

          Sponsor may exercise this option by giving written notice of exercise
          to MEEI during said twelve-month period.  Thereafter, MEEI and Sponsor
          each agree to negotiate in good faith and to enter into a license
          agreement incorporating the foregoing terms within six (6) months
          after notice of exercise.  If Sponsor elects not to give written
          notice of exercise during such 12-month period (but not otherwise),
          MEEI may grant a license to such Invention and Patent Rights to any
          other person or entity.

     g.   MEEI represents and warrants that MEEI is not now and will not in the
          future be prohibited or prevented from granting such a license to
          Sponsor pursuant to the terms of Section 13.f above.

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     h.   It is understood that MEEI will reserve the right beyond rights
          described above in Sections 13.a to and including 13.g to use any MEEI
          Invention or Joint Invention only for research, clinical and
          educational purposes, and that if federal funding supports the
          Invention, Sponsor's license will be subject to the rights, conditions
          and limitations imposed by U.S. law including without limitation the
          royalty-free non-exclusive license granted to the U.S. government (see
          35 USC sec. 202 et. seq. and regulations pertaining thereto). MEEI
          represents, warrants and agrees with Sponsor that no federal funds
          will be used to support the Project without providing Sponsor with one
          hundred twenty (120) days prior written notice.

14.  DATA.  The original data generated as a result of the Project shall be
     retained or under the control of MEEI; however, copies shall be provided to
     Sponsor promptly, and Sponsor may use such data as it deems advisable,
     including for purposes of publication, presentation to the scientific
     community, seeking regulatory approvals or for any other purposes. However,
     this provision shall not be interpreted to restrict MEEI's publication
     rights under Section 7 of this Agreement.  The Principal Investigator shall
     report to the Sponsor every 90 days on the status and results of the
     Project.  The Principal Investigator shall keep reasonable and customary
     records of the Project and related data sufficient for Sponsor's regulatory
     approval activities and shall make such records available to Sponsor on
     reasonable request.

15.  PUBLICITY.  Neither Party shall use the name of the other Party or of any
     Investigator in any advertising or promotional material without the prior
     written approval of the other Party.  The foregoing notwithstanding, (a)
     MEEI and the Principal Investigator shall acknowledge Sponsor's support of
     the Project in their respective reports and publications, (b) Sponsor may
     disclose the existence and describe the terms of, and may file a copy of
     this Agreement (redacted to the extent Sponsor deems appropriate to ensure
     confidentiality) as an exhibit to its press releases, reports and
     governmental filings, including reports and filings with the U.S.
     Securities and Exchange Commission and relevant foreign government
     authorities; and (c) Sponsor may make reference to technical publications
     by the Principal Investigator or his co-authors.  Any publicity or
     governmental filings of this Agreement pursuant to this Section 15 shall
     describe the relationship of the Parties accurately and appropriately,
     including the fact that MEEI is affiliated with Harvard Medical School.


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16.  APPROVALS.  MEEI represents and warrants to Sponsor that this Agreement and
     the Project have been approved by the proper governing authorities of MEEI.
     Sponsor represents and warrants to MEEI that this Agreement and the Project
     have been approved by its Board of Directors.

17.  MODIFICATION.  This Agreement and the Protocol constitute the sole, full,
     and complete agreement by and between the Parties concerning the subject
     matter hereof and supersedes and replaces all prior agreements, discussions
     and representations between the Parties.  No amendments of any provision of
     this Agreement shall be valid unless reduced in writing and signed by the
     Parties and all waivers must be in writing and signed by the Party against
     which the waiver is to be enforced.

18.  NOTICES AND OTHER COMMUNICATIONS. With the exception of Sponsor's payments
     under Section 3, all notices and other communications between the Parties
     in connection with this Agreement shall be in writing and deemed
     sufficiently given when delivered by messenger or overnight courier
     providing for receipted delivery, transmitted by fax with confirmation of
     transmission or sent by prepaid United States mail or other recognized
     carrier, addressed as follows:

     a.   If to Sponsor:

          John Smolik
          President, CEO
          PHOTOGEN, Inc.
          7327 Oak Ridge highway
          Knoxville, TN 37931
          Fax number:  (423) 769-4013

     b.   If to MEEI:

          F. Curtis Smith, President
          The Massachusetts Eye and Ear Infirmary
          243 Charles Street
          Boston, MA 02114
          Fax number:  617-573-3091

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     Either Party may change its address by written notice given to the other
     Party. It is specifically provided that this notice provision shall not be
     construed in such a manner as to abrogate the provisions of Section 16
     regarding modification of this Agreement.

19.  GOVERNING LAW; CHOICE OF FORUM. This Agreement is made and entered into the
     State of Tennessee and its validity and interpretation and the legal
     relations of the Parties shall be governed by the internal laws of the
     State of Tennessee without regard to its provisions on conflict of laws.
     Each Party submits to the exclusive jurisdiction of any state or federal
     court sitting in Chicago, Illinois in any action or proceeding relating to
     this Agreement and each Party agrees that all claims in respect of the
     action or proceeding may be heard and determined only in any such court.
     Each of such Parties waives any defense of inconvenient forum to the
     maintenance of any action or proceeding so brought and waives any bond,
     surety, or other security that might be required of any other Party with
     respect thereto.

THIS AGREEMENT shall not be considered accepted, approved, or otherwise
effective until the signature of each Party is affixed in the space provided
below.

IN WITNESS WHEREOF, signifying their acceptance of and agreement to be bound by
the terms and conditions of this Agreement, the signatures of the Parties are
affixed hereto:


PHOTOGEN, INC.                     MASSACHUSETTS EYE
                                      AND EAR INFIRMARY

By:  /s/John Smolik                By: /s/F. Curtis Smith
     -----------------------           --------------------------
       John Smolik                        F. Curtis Smith
       President, CEO                     President


Date:   10/6/98                    Date:       10/2/98
      ----------------------              ------------------------