EXHIBIT 10.8

                               EMPLOYMENT AGREEMENT

             THIS AGREEMENT is made effective as of March 1, 1996 (the
        "Commencement Date") by and between Cambridge Biotech
        Corporation, debtor and debtor in possession United States
        Bankruptcy Court for the District of Massachusetts, Western
        Division, Case Number 94-43054-JFQ, a Delaware Corporation,
        having a principal place of business at 365 Plantation Street,
        Worcester, Massachusetts ("CBC") and Stephen J. DiPalma, of
        Natick, MA 01760 ("Executive").

             WHEREAS, CBC has filed a petition under Chapter 11 of the
        United States Bankruptcy Code (the "Code");

             WHEREAS, CBC desires to employ Executive for the period and
        upon the terms and conditions provided in this Agreement; and

             WHEREAS, Executive desires to serve in the employ of CBC on
        a full-time basis upon the terms and conditions hereinafter
        provided.

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

             1.   Employment.  CBC hereby employs Executive, and
        Executive hereby accepts employment by CBC, for the period stated
        in Paragraph 3 hereof and upon the terms and conditions herein
        provided.

             2.   Position and Responsibilities; Principal Location.

             (a)  During the term of this Agreement, Executive will serve
        as Vice President, Chief Financial Officer and Treasurer, subject
        to election by the Board of Directors, reporting to the Chief
        Executive Officer.  Executive shall devote his primary energies,
        attention and abilities to the business of CBC and shall perform
        such duties as shall be assigned to him by the CEO.  Executive
        may not serve as a director of other companies without the prior
        approval of the Chief Executive Officer.

             (b)  The principal location at which Executive will perform
        his duties will be at CBC's principal offices in Worcester,
        Massachusetts or in a location not more than fifty (50) miles
        distant from Boston, Massachusetts.

             3.   Term of Employment.  The term of Executive's employment
        hereunder shall be for two years from the Commencement Date;
        provided, however, that thereafter the term shall be extended
        automatically to the date which is 180 days after either party
        shall deliver written notice to the other of such party's
        election not to extend the term of this Agreement.  The last day




        of such term, as may be extended from time to time, is herein
        sometimes referred to as the "Expiration Date."

             4.   Compensation and Benefits.  For all services rendered
        by Executive during his employment hereunder, CBC shall
        compensate Executive as follows:

             (a)  Salary.  CBC shall pay Executive a base salary of
        $125,000 per year, subject to increase from time to time in
        accordance with the usual practice of CBC with respect to review
        of compensation of its senior executives.  Executive's salary
        shall be payable in periodic installments in accordance with
        CBC's usual practice for its senior executives.

             (b)  Regular Benefits.  Executive shall be entitled to
        participate in any and all employee benefit plans, medical
        insurance plans, life insurance plans, disability income plans,
        retirement plans, bonus incentive plans and other benefit plans
        from time to time in effect for senior executives of CBC.  Such
        participation shall be subject to:  (i) the terms of the
        applicable plan documents; (ii) generally applicable policies of
        CBC; and (iii) the discretion of the Board or any administrative
        or other committee provided for in or contemplated by such plan.

             (c)  Business Expenses.  CBC shall reimburse Executive for
        all reasonable travel and other business expenses incurred by him
        in the performance of his duties and responsibilities, subject to
        such reasonable requirements with respect to substantiation and
        documentation as may be specified by CBC.

             (d)  Vacation.  Executive shall be entitled to paid vacation
        in accordance with the policies of CBC (but in no event less than
        three weeks per year), to be taken at such times and intervals as
        shall be determined by Executive with the approval of CBC, which
        approval shall not be unreasonably withheld.

             (d)  Bonus.  Executive shall be eligible to receive an
        annual bonus based upon achievement of corporate and individual
        objectives; the award of any bonus shall lie solely in the
        discretion of the Board of Directors.

             5.   Termination and Termination Benefits.  Notwithstanding
        the provisions of Paragraph 3, Executive's employment hereunder
        shall terminate under the following circumstances:

             (a)  Death.  In the event of Executive's death during his
        employment hereunder, CBC shall continue to pay an amount equal
        to Executive's base salary to Executive's beneficiary designated
        in writing to CBC prior to his death (or to his estate if he
        fails to make such designation) for a period of six (6) months
        after the date of Executive's death, at the salary rate in effect
        on the date of his death, said payments to be made on the same
        periodic dates as base salary payments would have been made to
        Executive had he not died.

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             (b)  Termination by CBC for Cause.  Executive's employment
        hereunder may be terminated by CBC for cause, without further
        liability on the part of CBC, effective immediately by notice to
        Executive stating the nature of such cause.  The following shall
        constitute "cause" for such termination.

                  (i)    Deliberate dishonesty of Executive with respect to
             CBC or any subsidiary or affiliate thereof; or

                  (ii)   Conviction of Executive of a crime involving moral
             turpitude; or

                  (iii)  The material failure by Executive to perform
             Executive's duties hereunder (other than any such failure
             resulting from the incapacity of Executive due to physical or
             mental illness) which failure continues for thirty (30) days
             after notice to Executive setting forth in reasonable detail
             the manner in which Executive has not performed Executive's
             duties; or

                  (iv)   Unlawful conduct pertaining to CBC or any of its
             affiliates or shareholders or involving a criminal act;
             material and conscious falsification or unauthorized
             disclosure of important records or reports; embezzlement or
             unauthorized conversion of property; violation of conflict of
             interest or vendor relations policies; or willful disclosure
             of significant trade secrets or other information likely to be
             used to the detriment of CBC.

             (c)  Termination by Executive for Cause.  Executive may
        terminate his employment hereunder without liability effective
        after thirty (30) days notice by Executive to CBC in the event of
        the material breach by CBC of this Agreement if such breach shall
        continue for more than thirty (30) days after notice to CBC setting
        forth in reasonable detail the nature of such breach.

             (d)  Termination by CBC Without Cause.  Executive's employment
        may be terminated without cause by CBC by thirty (30) days written
        notice to Executive.

             (e)  Certain Termination Benefits.  In the event of
        termination pursuant to Paragraphs 5(c) or 5(d), Executive shall be
        entitled to the following:

                  (i)    Base Salary.  For the period after the date of
             termination until the Expiration Date, CBC shall continue to
             pay Executive base salary at the rate in effect on the date of
             termination.

                  (ii)   Regular Benefits.

                         (A)  For the period subsequent to the date of
                  termination until the Expiration Date, Executive shall
                  continue to receive at CBC's expense all benefits

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                  described in Paragraph 4(b) existing on the date of
                  termination (except for any cash bonus plans which shall
                  be pro-rated through the date of termination), provided
                  that CBC's obligation to continue such benefits shall
                  cease on a benefit by benefit basis on that date, if any,
                  on which Executive is employed on a full-time basis and
                  Executive receives in connection with such employment
                  benefits which are substantially equivalent to CBC's
                  benefits.

                         (B)  For purpose of application of CBC's benefits,
                  Executive shall be treated, to the extent that applicable
                  law pertaining to the particular CBC benefit plan permits
                  CBC to do so, as if he had remained in the employ of CBC,
                  with a total annual salary at the rate in effect on the
                  date of termination and service or similar credits, if
                  any, will continue to accrue during such period as if
                  Executive had remained in the employ of CBC.

                         (C)  If in spite of the provisions of this clause
                  (ii), benefits or service credits under any benefit plan
                  shall not be payable or provided under any such plan to
                  Executive, or to Executive's dependents, beneficiaries or
                  estate, because Executive is no longer deemed to be an
                  employee of CBC, CBC itself shall pay or provide payment
                  of such benefits and service credits for such benefits to
                  Executive or to Executive's dependents, beneficiaries or
                  estate.

                         (D)  To the extent that applicable law does not
                  permit any CBC benefit referred to above to be provided,
                  paid, or funded through the applicable CBC benefit plan,
                  then CBC shall not be required to provide such benefit
                  through such plan and shall only be required to provide
                  in the case of a benefit the tax treatment of which is
                  enhanced by such plan an amount equal to what would have
                  been CBC's initial contribution to such plan and not the
                  equivalent benefit.

                  (iii)  Set-off.  CBC shall be entitled to set off against
             any cash compensation to be provided to Executive under
             Paragraph 5(e) above 50 percent of the amount of any cash
             compensation received by Executive from other employment
             during the period in which Executive received cash
             compensation under Paragraph 5(e).  Executive shall inform CBC
             of any such amounts of cash compensation and shall refund to
             CBC any amount which CBC has paid which exceeds the amounts
             due from CBC after application of the set-off provided for in
             this paragraph.  Notwithstanding the foregoing and any other
             provision of this Agreement, Executive shall be under no
             obligation to seek or accept any employment after termination
             of employment with CBC for any reason.



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             6.   Disability.

             (a)  If, due to physical or mental illness, Executive shall
        be disabled so as to be unable to perform substantially all of
        his duties and responsibilities hereunder, CBC may designate
        another executive to act in his place during the period of such
        disability.  Notwithstanding any such designation, Executive
        shall continue to receive his full salary and benefits under
        Paragraph 4 of this Agreement, unless his employment is
        terminated as provided in this Paragraph 6.

             (b)  If Executive shall become totally and permanently
        disabled, then CBC may terminate Executive's employment hereunder
        and shall continue to pay to Executive his full salary and
        provide him with the benefits he was receiving immediately prior
        to such termination for six months, provided that such salary
        shall be reduced by the amount of any disability insurance
        proceeds actually paid to Executive or for his benefit with
        respect to such period of time under any disability policy
        provided by CBC for Executive.

             (c)  The determination that by virtue of total and permanent
        disability Executive is unable to perform his duties hereunder
        shall be made by a physician chosen by CBC and reasonably
        satisfactory to Executive (or Executive's legal representative)
        and such determination shall be conclusive.  The cost of such
        examination shall be borne by CBC.  Executive shall be
        conclusively presumed to be totally and permanently disabled if
        for reasons involving physical or mental illness or injury
        Executive fails to perform his duties hereunder for a period of
        one hundred twenty (120) consecutive calendar days or for any
        periods aggregating one hundred twenty (120) days or more in any
        six (6) consecutive month period.  The date of termination of
        Executive's employment hereunder in the event of total and
        permanent disability shall be the earlier of such physicians's
        examination pursuant to which such determination is made or the
        first business day after which either such 120-day period or such
        six-month period has expired.

             7.   Non-competition, Confidential Information, and
                  Non-Solicitation.

             (a)  Non-competition.  Executive agrees that he will not at
        any time during the term of this Agreement and for a period of
        two (2) years following the termination of this Agreement for any
        reason, directly or indirectly, as a partner, officer, director,
        consultant, employee, stockholder or otherwise, engage in any
        employment, pursuit or association in which he shall have
        substantial responsibility with respect to products and/or
        services which are in direct competition with products and/or
        services of CBC, provided however, in any event the holding by
        Executive of any investment in any security shall not be deemed
        to be a violation of this Paragraph 7 if such investment does not


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        constitute more than 5% of the outstanding issue of such
        security.

             (b)  Confidential Information.  Executive will not disclose
        to any other person (except as required by applicable law or in
        connection with the performance of his duties and
        responsibilities hereunder), or use for his own benefit or gain,
        any confidential information of CBC obtained by his incident to
        his employment with CBC.  The term "confidential information"
        includes, without limitation, financial information, business
        plans, prospects and opportunities (such as lending
        relationships, financial product developments, possible
        acquisitions or dispositions of businesses of facilities),
        products, plans, intellectual property, analyses, projects,
        processes, marketing, research of development activities, and all
        technical or scientific information or know-how of CBC which have
        been discussed or considered by CBC but does not include any
        information which has become part of the public domain by means
        other than Executive's non-observance of his obligations
        hereunder.

             (c)  Non-solicitation.  Executive agrees that he will not at
        any time during the term of this Agreement and for a period of
        three (3) years following the termination of this Agreement for
        any reason, directly or indirectly, solicit or recruit any
        employee of CBC to serve as an employee of, consultant to, or
        partner of Executive or any entity.

             (d)  Relief; Interpretation.  Executive agrees that CBC
        shall be entitled to injunctive relief for any breach by him of
        the covenants contained in Paragraphs 7(a), (b), or (c).  In the
        event that any provision of this Paragraph 7 shall be determined
        by any court of competent jurisdiction to be unenforceable by
        reason of its being extended over too great a period of time, too
        large a geographic area, or too great a range of activities, it
        shall be interpreted to extend only over the maximum period of
        time, geographic areas, or range of activities as to which it may
        be enforceable.  For purposes of this Paragraph 7, the term "CBC"
        shall mean CBC and any of its subsidiaries.

             (e)  Survival.  Executive's obligations under this
        Paragraph 7 shall survive termination of this Agreement.

             8.   Conflicting Agreements.  Executive hereby represents
        and warrants that the execution of this Agreement and the
        performance of his obligations hereunder will not breach or be in
        conflict with any other agreement to which he is a party or is
        bound, and that he is not now subject to any covenants against
        competition or similar covenants which would affect the
        performance of his obligations hereunder.

             9.   Withholding.  All payments made by CBC under this
        Agreement shall be net of any tax or other amounts required to be
        withheld by CBC under applicable law.

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             10.  Arbitration of Disputes.  Any controversy or claim
        arising out of or relating to this Agreement or the breach
        thereof shall be settled by arbitration in accordance with the
        laws of the Commonwealth of Massachusetts by three arbitrators.
        The party initiating arbitration shall nominate one arbitrator in
        the request for arbitration and the other party shall nominate a
        second in the answer thereto within thirty (30) days of receipt
        of the request.  The two arbitrators so named will then jointly
        appoint the third arbitrator.  If the answering party fails to
        nominate its arbitrator within the thirty (30) day period, or if
        the arbitrators named by the parties fail to agree on the third
        arbitrator within sixty (60) days, then such arbitrator shall be
        appointed by the American Arbitration Association in the City of
        Boston.  Such arbitration shall be conducted in the City of
        Worcester, Massachusetts in accordance with the rules of the
        American Arbitration Association, except with respect to the
        selection of arbitrators which shall be provided in this
        Paragraph 10.  Judgment upon the award entered by the arbitrators
        may be entered in any court having jurisdiction thereof.

             11.  Assignment; Successors and Assigns, etc.  Neither the
        employer nor Executive may make any assignment of this Agreement
        or any interest herein, by operation of law or otherwise, without
        the prior written consent of the other party; provided, however,
        that CBC may assign its rights under this Agreement without the
        consent of Executive in the event CBC shah hereafter consolidate
        with or merge into any other person, or transfer all or
        substantially all of its properties or assets to any other
        person.  In the event of the Executive's death prior to the
        completion by CBC of all payments due him under this Agreement,
        CBC shall continue such payments to the Executive's beneficiary
        designated in writing to CBC prior to his death (or to his
        estate, if he fails to make such designation).  This Agreement
        shall inure to the benefit of and be binding upon CBC and the
        Executive, their respective successors, executors,
        administrators, heirs and permitted assigns.

             12.  Enforceability.  If any portion or provision of this
        Agreement shall to any extent be declared illegal or
        unenforceable by a court of competent jurisdiction, then the
        remainder of this Agreement, or the application of such portion
        or provision in circumstances other than those as to which it is
        so declared illegal or unenforceable, shall not be affected
        thereby, and each portion and provision of this Agreement shall
        be valid and enforceable to the fullest extent permitted by law.

             13.  Waiver.  No waiver of any provision hereof shall be
        effective unless made in writing and signed by the waiving party.
        The failure of any party to require the performance of any term
        or obligation of this Agreement, or the waiver by any party of
        any breach of this Agreement, shall not prevent any subsequent
        enforcement of such term or obligation or be deemed a waiver of
        any subsequent breach.


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             14.  Notices.  All notices and other communications required
        or permitted hereunder shall be in writing and shall be
        delivered, mailed by first-class mail, postage prepaid, or sent
        by telex or facsimile with a mailed confirmation copy, addressed:

             (a)  If to CBC:
                                 Cambridge Biotech Corporation
                                 365 Plantation Street
                                 Worcester, MA 01605
                                 Attention:  Secretary
                                 Facsimile No: 508-797-4014

             (b)  If to Executive:
                                 Stephen J. DiPalma
                                 6 Eastleigh Lane
                                 Natick, MA 01760

        or such other addresses or facsimile numbers as shall be
        furnished in writing by either party and any such notice or
        communication shall be deemed to have been given in the case of
        notices or communications which have been delivered or sent by
        facsimile or telex an the date of delivery or sending provided
        such day is a business day and in the case of notices or
        communications which have been mailed on the second business day
        after the date mailed.

             15.  Amendment.  This Agreement may be amended or modified
        only by a written instrument signed by Executive and by a duly
        authorized representative of CBC.

             16.  Governing Law.  This is a Massachusetts contract and
        shall be construed under and be governed in all respects by the
        laws of the Commonwealth of Massachusetts without reference to
        its conflict of laws provisions.

             17.  Entire Agreement.  Except for the Invention and Non-
        Disclosure Agreement executed as of even date herewith, this
        Agreement constitutes the entire understanding between the
        parties with respect to the subject matter hereunder and
        supersedes and replaces all prior agreements, understandings,
        writings, and discussions between the parties.














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             IN WITNESS WHEREOF, this Agreement has been executed as a
        sealed instrument by CBC, by its duly authorized officers, and by
        the Executive, as of the date first above written.


        CAMBRIDGE BIOTECH CORPORATION



        By:  _/s/ Alison Taunton-Rigby_____
             Alison Taunton-Rigby
             President and CEO


        By:  /s/ Stephen J. DiPalma _______
             Stephen J. DiPalma







































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