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EXHIBIT 10.8


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT  AGREEMENT (the  "Agreement") is entered into as of the
first day of April,  2000,  by and  between  Bruce N. Barron  ("Employee"),  and
MOLECULAR  GERIATRICS  CORPORATION,  a Delaware corporation having its principal
place of business in Vernon Hills, Illinois (the "Company"). In consideration of
the mutual  covenants and conditions set forth herein,  the parties hereby agree
as follows:

         1.  EMPLOYMENT.  The Company  hereby  employs  Employee to serve as its
Chairman of the Board of Directors  (Chairman) and Chief Executive Officer (CEO)
and Employee  hereby  accepts such  employment.  In his capacity as Chairman and
CEO, Employee shall be responsible for performing the duties of the Chairman and
CEO as  outlined  in the  Corporate  By-Laws,  and agrees to perform  such other
duties  during the term hereof as the Board of Directors  of the Company  shall,
from time to time, reasonably direct.  Employee agrees to utilize his skills and
to render services to the best of his ability during the term of this Agreement.


         2. TERM.  Unless  earlier  terminated  pursuant  to the  provisions  of
Paragraph  6 below,  Employee's  employment  hereunder  shall be for a period of
three (3) years commencing on April 1, 2000 and shall be extended  automatically
for additional three (3) year periods, unless either the Company or the Employee
delivers  written  notice to the other of its or his  election  not to extend at
least ninety (90) days prior to the end of either the initial or any  additional
term, as applicable.  If the Company decides not to extend this Agreement within
the ninety (90) day period described in the immediately  preceding  sentence for
reasons  other than  "cause" (as defined in  Paragraph  6a below),  the Employee
shall  receive a  severance  payment  equal to the third  year's Base Salary (as
defined in  Paragraph 3 below) with  respect to the initial or  additional  term
that was last completed,  plus the amount of the bonus earned by the Employee in
such third year.  Such  severance  payment  shall be payable over a one (1) year
period in the same manner as the Employee had been paid under this  Agreement in
such third year,  with  payments to begin within two (2) weeks of the end of the
current term of employment under this Agreement.


         3. COMPENSATION.

                  a. BASE SALARY.  For all services  rendered by Employee  under
this Agreement, Employee shall receive a salary at an annual rate of $225,000.00
as increased under Paragraphs 3b and 4c ("Base  Salary"),  or such higher annual
rate as the Board of Directors of the Company may from time to time establish in
its sole direction.

                  b. ANNUAL INCREASES. The Base Salary shall be increased at the
end of each year of service by a minimum amount equal to (i) a percentage  equal
to the increase, if any, in the United States Department of Labor Consumer Price
Index for Chicago urban areas,  all items,  over the previous twelve months.  If
the index  specified  in this  paragraph is  discontinued  or not  available,  a
substitute index shall be selected by arbitration in the manner  contemplated by
Paragraph 6e unless the parties mutually agree on a substitute index.


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                  c. AUTO AND CELLULAR PHONE ALLOWANCE.  Employee is entitled to
a  monthly  non-accountable  allowance  of  $1,000.00  to  cover  the use of his
automobile, cellular phone and other business related purposes.

                  d. STOCK OPTION  PLANS.  The Company has adopted  stock option
and/or stock purchase plans for the benefit of certain Employees of the Company.
Employee  shall be entitled to participate  in such plans,  consistent  with the
terms of such plans, applicable law and Company Policy.


         4. BENEFITS.

                  a.  MEDICAL/HEALTH   INSURANCE.   The  Company  shall  provide
Employee with Company paid medical and dental  insurance which covers  Employee,
his  spouse  and  dependents,  in  accordance  with  such  policies  as shall be
maintained by the Company,  which shall be comparable to that made  available to
other senior executives of the Company.

                  b. VACATION/SICK LEAVE. Employee shall be entitled to vacation
and sick leave in accordance  with Company policy,  PROVIDED,  Employee shall be
entitled annually to (i) a minimum of five (5) weeks of paid vacation,  and (ii)
a  minimum  of three  (3) days of paid  sick  leave  for each ten (10)  weeks of
consecutive  employment.  When  Employee has completed ten (10) years of service
with the Company, such paid vacation will be increased to six (6) weeks.

                  c.  LIFE/DISABILITY  INSURANCE.  The Company shall provide, at
Company  expense,  term life insurance for the benefit of Employee in the amount
of $600,000  payable to the Executive's  designees in accordance with a plan for
executive  officers of the Company.  The  Company's  benefit plan for  executive
officers  shall provide,  at Employee's  expense,  disability  insurance for the
benefit of Employee  and his  beneficiaries  through a Company  plan  reasonable
acceptable to Employee.  Employee's Base Salary shall be increased by the amount
of the annual premium for such coverage.  The Company shall cause its records to
reflect  that the  premiums  for the  disability  policy  have  been paid by the
Employee,  including  Form W-2 prepared by the Company.  The above  benefits are
subject to the same being  available to the Company at  reasonable  cost and any
limitations resulting from Employee's physical condition.

                  d. EXPENSE  REIMBURSEMENT.  The Company shall pay or reimburse
Employee  for all  reasonable  travel  and other  expenses  incurred  or paid by
Employee in connection  with the  performance  of services  under this Agreement
upon  presentation of expense vouchers and such other supporting  information as
the Company may from time to time reasonably request.


         5. WARRANTIES AND  INDEMNIFICATION.  Employee represents to the Company
that  Employee is free to enter into this  Agreement  and that  Employee  has no


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commitment,  arrangement  or  understanding  to, or with,  any third party which
restrains  or is in conflict  with this  Agreement;  or which  would  operate to
prevent  Employee from  performing  the services to the Company  which  Employee
hereby has agreed to provide.  Employee agrees to indemnify and hold the Company
harmless from and against any and all  liabilities or claims,  including  costs,
expenses  and  reasonable  attorney's  fees  arising out of any acts by Employee
which, the foregoing representation or warranty to the contrary notwithstanding,
shall be in  violation of or shall  constitute a breach of any such  commitment,
arrangement or understanding.


         6. TERMINATION.

                  a. The Company may terminate  Employee's  employment hereunder
upon thirty (30) days' prior written notice to Employee for cause, and except as
provided below, the salary and benefits  referred to in Paragraphs 3 and 4 above
shall cease upon the effective date of any such  termination  for just cause. As
used herein, with respect to termination by the Company,  the term "cause" shall
mean (i) any material breach hereof by Employee which is not cured within thirty
(30) days following written notice of such breach given by the Company, provided
that no such  prior  notice  and  opportunity  to cure need be given  where such
breach, or similar breach, has been the subject of such a notice and cure period
on more than two prior occasions;  or (ii) conviction of Employee for commitment
of a felony; or (iii) any act of Employee, which in the reasonable judgment of a
majority  of the Board of  Directors  of the  Company,  constitutes  dishonesty,
larceny, fraud, deceit or gross negligence by Employee in the performance of his
duties to the Company or willful misrepresentation to shareholders, directors or
officers of the Company.

                  b. The  Company  may,  by action of a majority of the Board of
Directors,  terminate  Employee's  employment at any time upon thirty (30) days'
prior written  notice and without cause;  provided,  that prior to the effective
date of  termination,  the Company  shall pay to Employee an amount equal to the
greater of (i) the total Base Salary otherwise payable through the expiration of
the term of this  Agreement  as set forth at  Paragraph 2 above;  or (ii) twelve
(12)  months' Base Salary and bonus - both based on the prior year's Base Salary
plus bonus.

                  c. Employee may terminate his employment hereunder at any time
upon  thirty  (30) days' prior  written  notice to the  Company  for cause.  The
amounts identified in Paragraph 6b shall be paid to Employee as of the effective
date of termination, together with the continuing benefits described therein, as
Employee's sole remedy.  As used herein with respect to termination by Employee,
"cause"  shall mean (i) any material  breach  hereof by the Company which is not
cured within thirty (30) days  following  written notice of such breach given by
Employee;  (ii)  repeated  and  consistent  bad faith  attempts  to bring  about
Employee's  resignation  through  obstruction  by the Company of operations  and
programs of Employee in his  capacity  hereunder;  (iii) the removal of Employee
from the position of Chief  Executive  Officer,  or the  appointment  of another
person to perform the duties ordinarily associated with such position(s) without
the formal removal of Employee's  title(s);  or (iv) the transfer of Employee or
the relocation of the principal offices from which the activities of the Company
are  conducted  to an area more than  fifty (50) miles  outside  the  Village of
Vernon Hills.

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                  d. If Employee  terminates his employment  without cause, such
termination  shall be treated as a  termination  with cause by the  Company,  as
provided in Subparagraph 6a above (but without the necessity of any prior notice
by the Company).

                  e. Any  dispute  between  the  parties  as to the  meaning  or
presence of "cause"  for  termination  shall be resolved by binding  arbitration
conducted  before a single  arbitrator  in the Chicago,  Illinois area under the
Commercial Arbitration Rules of the American Arbitration  Association,  provided
that the arbitrator shall be a person of extensive experience in the arbitration
of  disputes  under  private  employment  agreements  applicable  to  management
personnel in industries similar to the Company's industry.

                  f. This Employment  Agreement shall be terminated by the death
of the Executive.  In addition,  this Employment  Agreement may be terminated by
the  Board of  Directors  of the  Company  if the  Executive  shall be  rendered
incapable  by illness or any other  disability  from  complying  with the terms,
conditions and  provisions on his part to be kept,  observed and performed for a
period in excess of one hundred  twenty (120) days (whether or not  consecutive)
during a twelve (12) month period during the Term of Employment  ("Disability").
If this  Employment  Agreement  is  terminated  by reason of  Disability  of the
Executive, the Company shall give written notice to that effect to the Executive
in the  manner  provided  herein.  In the  event  that  the  Executive  receives
disability  insurance  benefits  paid for by the  Company  during  any period to
termination  of this  Employment  Agreement  pursuant  to this  Section  6f, the
Executive's  salary  shall be  reduced  by an  amount  equal to such  disability
insurance benefits during such period.

                  g. In the event  this  Agreement  is  terminated  by  Employer
without  cause,  or by Employee with cause,  all stock,  warrants and options of
Employee in the Company shall  immediately  become vested.  Stock options may be
exercised  any time  over the  time  period  as  originally  set  forth at their
issuance.


         7. CONFIDENTIALITY.

                  a.  Employee  acknowledges  that the  Company's  business  and
future  success  depends  on the  preservation  of the trade  secrets  and other
confidential  information  of the  Company  and its  affiliates,  suppliers  and
customers (the  "Secrets").  The Secrets include  existing,  to-be-developed  or
acquired products, processes,  techniques, methods, computer programs, know-how,
trade  secrets,  customers,  suppliers,  developments,  patents,  equipment,  or
business  information made, sold, used, developed or practiced by the Company in
its  business or  proprietary  to the Company or its  affiliates,  suppliers  or
customers.  "Secrets"  do not  include  any of the above  information  or medium
generally  known to the  industry  or which comes to the  attention  of Employee
through sources other than the Company.  It is anticipated that all Employees of
the Company,  including  Employee,  will mark all items containing  Secrets with
prominent  confidentiality  notices in accordance with policies to be adopted by
the Company.  Employee agrees to protect and to preserve as confidential  during
and after the term of his  employment  all of the  Secrets  at any time known to


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Employee or in his possession or control (whether wholly or partially  developed
by Employee or provided to Employee,  and whether  embodied in a tangible medium
or merely remembered).

                  b.  Employee  shall  neither use nor  intentionally  allow any
other person to use any of the Secrets in any way, except for the benefit of the
Company.  All tangible items  embodying or disclosing any portion of the Secrets
shall be and remain the  property  of the  Company  and shall be returned to the
Company upon the termination of Employee's  employment.  At such time,  Employee
shall also assemble all tangible items of work in progress,  notes,  plans,  and
other materials related in any way to Employee's  employment,  and will promptly
deliver  such  items  to  the  Company.  The  failure  to  mark  any  item  with
confidentiality  notice(s) shall not, IPSO FACTO, cause such item to be excluded
from classification as a Secret for purposes of this Section 7.

                  c. Employee's  covenants in this Paragraph  shall  supplement,
and shall not supplant,  any other rights or remedies the Company may have under
applicable law for the protection of its properties and trade secrets.


         8. INVENTIONS.

                  a. "Invention(s)" shall mean discoveries,  designs,  programs,
improvements, developments, new concepts, methods, agents, materials, and ideas,
whether  patentable or not, and products,  processes and know-how related to the
use of production thereof.

                  b. Employee  agrees that any Invention which Employee has made
or may make  during the term of this  Agreement  shall be treated as part of the
Company  Secrets and shall be the sole and  exclusive  property of the  Company,
whether or not (i) patent  applications  or  copyright  registrations  are filed
thereon,  (ii) the Invention is conceived or developed by Employee  individually
or jointly with others.  However,  Employee has no  obligation  to assign to the
Company any Invention for which no Company  Secrets and no equipment,  supplies,
or  facilities  of the  Company  were used and which was  developed  entirely on
Employee's own time, unless:

               (i)  the  Invention  relates  directly  to  the  business  of the
                    Company,

               (ii) the Invention relates to actual or demonstrably  anticipated
                    research or development work of the Company, or

               (iii)the Invention  directly  results from any work  performed by
                    Employee for the Company.

                  c.  Whenever  requested  by the  Company,  Employee  agrees to
assist  and  cooperate  with  the  Company,  at the  Company's  expense,  in the
obtaining,  maintaining  and enforcing of the United States and foreign  patents
and copyright registrations for any Invention which is to be the property of the
Company as provided above. This assistance and cooperation shall include, but is
not limited to:

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                    (i)  making   application  for  United  States  and  foreign
                         patents or copyright  registrations on any Invention if
                         so requested by the Company;

                    (ii) assigning all of Employee's  right,  title and interest
                         in and to such Invention and any patent applications or
                         copyright  registrations  thereon to the Company or its
                         designees; and

                    (iii)executing all documents and rendering all assistance as
                         may be  reasonably  necessary  to protect the rights of
                         the Company or its  designee and to vest in the Company
                         or its  designees,  all  rights to any such  Invention,
                         patent  application,  patent,  copyright,  or copyright
                         registration.

                  d.  Attached  hereto as  Exhibit  ____ is a list of all issued
patents,   pending  patent  applications,   registered  copyrights,   and  other
inventions  which Employee has owned or has developed prior to being retained by
the Company. Any copyright,  patent, pending application,  or prospective patent
application  thus  listed and not  otherwise  expressly  assigned  in writing by
Employee to the Company will be excluded from the terms of this Agreement.


         9. PROPERTY.  Upon termination of the Term of Employment or termination
pursuant to Section 6 hereof, the Executive or his personal representative shall
promptly deliver to the Company all books, memoranda, plans, records and written
data of every kind  relating to the  business and affairs of the Company and all
other property owned by the Company which is then in the Executive's possession.


         10.  INSURANCE.  The Company shall have the right,  at its own cost and
expense, to apply for and to secure in its own name, or otherwise,  life, health
or accident  insurance  or any or all of them  covering the  Executive,  and the
Executive  agrees  to submit to usual and  customary  medical  examinations  and
otherwise to cooperate  with the Company in connection  with the  procurement of
any such insurance, and any claims thereunder.


         11. COVENANT NOT TO COMPETE.

                  a. APPLICABILITY.  This Paragraph 11 shall apply following the
termination of Employee's  employment only in the event such  termination is (i)
by  Employer  for cause as defined in  Paragraph  6a above,  or (ii) by Employee
without cause as defined in Paragraph 6c above.

                  b.  COVENANT.  For a  period  beginning  on  the  date  of the
Agreement and ending one year  following the date of  termination  of Employee's


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employment,  Employee  hereby agrees that he will not,  directly or  indirectly,
enter  into the  employment,  or  render  services  to or  acquire  an  interest
whatsoever in (whether for his own account as an individual proprietor,  or as a
partner,  associate,   shareholder,  officer,  director,  employee,  trustee  or
otherwise), any person or entity engaged in any operations in competition in any
area of the world with any aspect of the  business of the  Company as  presently
conducted  and as said  business may evolve in the  ordinary  course of business
between the date of this Agreement and the termination of Employee's  employment
hereunder (including products under active development at such time);  PROVIDED,
HOWEVER, that nothing herein shall prevent the purchase or ownership by Employee
of  shares of stock by way of  investment  in any  corporation  or  prevent  the
employment  of or the  rendering  of services  by Employee  for up to 10% of his
time,  including  being on boards of directors of  companies,  where he does not
contribute to the development or sale of products which compete with products of
the Company with whose  development or sale the Employee was directly  involved.
Without  limiting  the  foregoing,  Employee  agrees that he will not call on or
otherwise  solicit business from any of the customers or potential  customers of
the Company which, at the time of termination of his employment, were listed (or
ought to have been  listed) in the  Company's  records,  as to any product  that
competes with any product provided or marketed by or actually under  development
by the Company at the time of Employee's  termination.  Employee  agrees that he
will,  during the term of his  employment  with the Company,  promptly and fully
disclose to the Company any business opportunity coming to Employee's attention,
or conceived or developed in whole or in part by Employee,  which relates to the
Company's business or demonstrably  anticipated  business.  Employee will not at
any time exploit  such  business  opportunities  for his own gain or that of any
person or entity other than the Company.


         12.  REMEDIES.  Employee  acknowledges  that  damages for breach of his
covenants  under  Paragraphs  7, 8,  9, 10 and 11  above  will be  difficult  to
determine  and  inadequate to remedy the harm which may be caused  thereby,  and
therefore  agrees  that the  Company  may  petition or seek to enjoin a putative
violation by temporary or permanent injunction.  Any available injunctive relief
shall be in addition  to, and not in place of, any other  remedies  available at
law or equity.  Employee  believes  that the  provisions  of this  Agreement are
reasonable and that Employee is capable of gainful  employment without breaching
this  Agreement.  However,  should any court or tribunal  decline to enforce any
provision of Paragraphs 7 or 11 of this Agreement as written, the parties hereby
agree that this Agreement shall, to the extent  applicable to that  circumstance
before such court, be deemed to be modified to restrict  Employee's  competition
with the Company to the maximum  extent to time,  scope and geography  which the
court shall find enforceable, and such provisions shall be so enforced.


         13. ENTIRE  AGREEMENT:  MODIFICATION.  The provisions  contained herein
constitute the entire Agreement  between the parties with respect to the subject
matter hereof and any waiver,  alteration or  modification  of any provisions of
this Agreement, or the replacement of this Agreement,  shall not be valid unless
in writing and signed by all the parties signing hereunder.


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         14.  GOVERNING Law. This  Agreement  shall be governed and construed in
accordance with the laws of the State of Illinois.


         15. AGREEMENT NOT ASSIGNABLE. Employee may not assign any of his rights
or delegate any of his duties  hereunder.  Subject to Paragraph  6c, the Company
may assign this  Agreement to any of its Affiliates at any time owned by, owning
or under common ownership of the Company.  In the event of such an assignment by
the Company, such affiliates shall be deemed substituted for the Company at each
place where "the Company" appears herein;  provided,  however, the Company shall
not be released from its obligations hereunder.  Furthermore,  the assignment of
this  Agreement  by the  Company  shall  not  enlarge  the  business  activities
considered to be conducted by the Company for purposes of Paragraphs 7, 8 and 11
hereof.  Subject to the foregoing,  this Agreement  shall bind parties and their
respective heirs, successors, assigns and personal representatives.


         16.  CHANGE  IN  OWNERSHIP.  Upon  (a) the sale or  transfer  of all or
substantially  all of the assets of the  Company  or of more than fifty  percent
(50%) of the outstanding stock of any voting class of the Company's stock to any
single   person  or  entity  (in  any  one  or  more  of  a  series  of  related
transactions),  or (b) the merger of the Company  with or into any other  entity
(except a  wholly-owned  subsidiary  or a parent  owning all of the  outstanding
stock of the  Company),  then all stock and  options of  Employee in the Company
shall immediately become vested.


         17. ATTORNEY'S FEES. In any action to enforce its rights hereunder, the
prevailing  party shall be reimbursed by the other for its costs of enforcement,
including with limitation, reasonable attorney's fees.


         18.  JURISDICTION AND VENUE.  The parties each irrevocably  consent and
submit to the personal  jurisdiction  of the State and Federal courts sitting in
Chicago,  Illinois and agrees that any action,  suit or proceeding in connection
with this  Agreement  shall be brought in such  courts to the  exclusion  of all
other courts,  other than actions to enforce judgments or orders entered in such
courts sitting in Lake County, Illinois.


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         19. NOTICES. All notices required or permitted hereunder shall be given
in  writing  and  delivered  in person,  transmitted  by  facsimile,  or sent by
registered or certified mail,  postage  prepaid,  or reliable courier service to
the parties at the respective  addresses set forth on the signature page hereof,
or such  other  address  as a party may  specify  by notice  for all  subsequent
notices to it hereunder.  Notices will be effective  upon the earlier of receipt
or the second business day after mailing.


         20.  NO  WAIVER.  No  waiver  or  modification  of any of the  terms or
provisions  hereof shall be valid unless in writing  signed by the party against
which the enforcement of such waiver or  modification  is sought,  not shall any
waiver or failure to enforce any right hereunder be deemed to be a waiver of the
same or any other right in any other instance.



AGREED:


/s/ Bruce N. Barron
___________________________
Bruce N. Barron
3459 Dauphine Avenue
Northbrook, IL  60062



/s/ John F. DeBernardis
__________________________
John F.  DeBernardis,  President
& COO


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