EXHIBIT 10.2

                         AQUILA BIOPHARMACEUTICALS, INC.

                           Employee Retention Agreement



                                                September 2 1997



        Alison Taunton-Rigby, Ph.D.
        8 Farrar Road
        Lincoln, MA 01713

        Dear Dr. Taunton-Rigby:

             You are currently an officer of Aquila Biopharmaceuticals,
        Inc., (the "Company").  In order to induce you to remain in its
        employ, the Company agrees that you shall receive the severance
        benefits as provided in this letter agreement (the "Agreement")
        in the event your employment with the Company is terminated under
        the circumstances described below.  Capitalized terms not
        otherwise defined herein have the meanings ascribed to them in
        Section 5. 

             Reference is made to the Employment Agreement between you
        and the Company dated April 6, 1995 (the "Employment Agreement").

             1.   Term of the Agreement.  The term of this Agreement (the
        "Term") shall commence as of the date hereof and shall continue
        in effect until the later of July 1, 2002 or 24 months after any
        Change of Control that may occur prior to July 1, 2002.
        Notwithstanding the termination of your employment, any
        obligations hereunder which by their terms continue (such as
        severance benefits) shall survive such termination.  This
        Agreement does not constitute a contract of employment.  Any
        termination of your employment by the Company or by you during
        the Term shall be communicated by written notice of termination
        ("Notice of Termination") to the other party hereto in accordance
        with Section 8.  The "Date of Termination" shall mean the
        effective date of such termination as specified in the Notice of
        Termination (provided that no such Notice of Termination shall
        specify an effective date more than 180 days after the date of
        such Notice of Termination) nor, except in the event of a
        termination for Cause or Good Reason, less than thirty (30) days. 


             2.   Continuance of Benefits.  In the event of a Change in
        Control, following such Change of Control and for a three year
        period thereafter the Company shall arrange to provide you with
        life, disability, dental, accident and group health insurance
        benefits substantially similar with those you were receiving
        immediately prior to the Change of Control. <PAGE>




             3.   Change in Employment Status.

                  (a)  Any termination of your employment following a
        Change in Control of the Company by the Company or by you during
        the Term shall be communicated by written notice of termination
        ("Notice of Termination") to the other party hereto in accordance
        with Section 8, which Notice of Termination shall specify the
        provisions of this Agreement, if any, upon which such termination
        is based.  

                  (b)  You shall be entitled to the benefits provided in
        Section 4 if (but only if) the following event (a "Trigger
        Event") occurs:  a Change in Control shall have occurred during
        the Term and your employment with the Company is subsequently
        terminated or terminates for any reason within 24 months after
        such Change in Control, unless such termination is (A) because of
        your death or Disability (as defined in Section 5(b)), (B) by the
        Company for Cause (as defined in Section 5(c)), or (C) by you
        other than for Good Reason (as defined in Section 5(d)).


             4.   Compensation Upon Termination.

                  (a)  In the event of the occurrence of a Trigger Event,
        the Company will pay to you within thirty (30) days of the Date
        of Termination an amount equal to the product of (i) three (3)
        times (ii) the sum of (A) your annual base salary rate in effect
        immediately prior to the Trigger Event (or such higher rate as
        may have been in effect within the 90 days prior to the Notice of
        Termination) plus (B) an annualized amount equal to the aggregate
        bonus paid to (or accrued for) you by the Company during the
        three years preceding such Trigger Event or such shorter period
        of your employment divided by the lesser of three (3) or the
        period of your employment (expressed in years and any fraction
        thereof). 

                  (b)  In the event of a Trigger Event, following such
        Trigger Event and for a three (3) year period after the Date of
        Termination, the Company shall arrange to provide you with life,
        disability, dental, accident and group health insurance benefits
        substantially similar to those which you were receiving
        immediately prior to the Trigger Event.  Notwithstanding the
        foregoing, the Company shall not provide any benefit otherwise
        receivable by you pursuant to this paragraph (b) or Section 2
        above if an equivalent benefit is actually received by you
        through an entity to which you provide services during the
        thirty-six (36) month period following your termination, and any
        such benefit actually received by you shall be reported to the
        Company.  For purposes of the application of the Company's
        benefits, after termination of employment, you shall be treated,
        to the extent that applicable law pertaining to the particular
        benefit plan permits the Company to do so, as if you had remained
        in the employ of the Company, with a total annual salary at the
        base salary rate used for the determination of your severance
        amount above, and service

                                      - 2 -<PAGE>




        or similar credits, if any, will continue to accrue during such
        period as if you had remained in the employ of the Company.  If
        in spite of the provisions of this clause, benefits under any
        benefit plan shall not be payable or provided to you under such
        plan (or to your dependents, beneficiaries or estate), because
        you are no longer deemed an employee of the Company, then the
        Company shall pay or provide payment of such benefits to you or
        your dependents, beneficiaries or estate.  To the extent that
        applicable law does not permit any Company benefit referred to
        above to be provided, paid or funded through the applicable
        Company benefit plan, then the Company 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 the
        Company's initial contribution to such plan and not the
        equivalent benefit.  In addition, the Company shall maintain with
        a reputable carrier directors and officers liability coverage for
        your benefit with coverage amounts at least equal to those in
        place prior to the Trigger Event and, unless and to the extent
        available, on terms at least as favorable as the terms of such
        coverage prior to the Trigger Event, until such time as all
        applicable statutes of limitations shall have expired.

                  (c)  Immediately prior to, but subject to, a Trigger
        Event, all of your then outstanding options to purchase common
        stock of the Company shall be accelerated so that they shall
        become immediately exercisable in full, provided in the event of
        a Trigger Event as a result of a tender offer, such options shall
        become fully exercisable in a timely manner such that you may
        participate in such tender offer at any stage.

                  (d)  The Company shall pay to you all legal fees and
        expenses incurred by you in connection with the execution of this
        Agreement or seeking to obtain, interpret or enforce any right or
        benefit provided by this Agreement.

                  (e)  For purposes of this Section 4(e), the terms
        "parachute payment," "excess parachute payment," "present value,"
        and "base amount" have the meanings ascribed in Section 280G of
        the Internal Revenue Code of 1986, as amended (the "Code") and as
        in effect at the date of this Agreement.  The term "excise tax"
        means the tax imposed by Code Section 4999.

                       (i)  In the event that

                            A.   excise tax is due with respect to one or
                       more payments made pursuant to this Agreement, and 

                            B.   the present value of the excess of
                       parachute payments to the Executive (whether or
                       not pursuant to this Agreement) over the excise
                       tax which would be payable as a result of
                       Executive's receipt of such payments is less than
                       three times Executive's base amount, and 

                                      - 3 -<PAGE>




                            C.   the present value of the parachute
                       payments to the Executive which are payable
                       without regard to this Agreement are less than
                       three times Executive's base amount,

                  then, and only then, subsection (ii) below shall apply.

                       (ii) If this subsection applies, any parachute
        payments otherwise payable to the Executive hereunder shall be
        limited as follows:

                            A.   No parachute payments shall be payable
                       to the Executive under this Agreement to the
                       extent that the total of such parachute payments
                       and any parachute payments otherwise payable to
                       the Executive by the Company would equal or exceed
                       in their present value three times the Executive's
                       base amount.  In the event that the present value
                       of such payments equals or exceeds such amount,
                       the provisions set forth below will apply and
                       parachute payments payable to the Executive under
                       this Agreement will be made only in accordance
                       with this subsection notwithstanding any other
                       provision to the contrary in this Agreement.

                            B.   Not later than thirty (30) days after
                       the date of termination, the Company will provide
                       the Executive with a schedule specifying the
                       present value of all amounts, benefits and rights
                       ("Severance Benefits") to be provided the
                       Executive under this Agreement (specifying the
                       section hereof under which each such payment is to
                       be made) and any other payments otherwise payable
                       to the Executive by the Company on or after the
                       change in control which, in the Company's opinion,
                       could constitute parachute payments under
                       Section 280G.  No payments under this Agreement
                       shall be made until after thirty (30) days from
                       the receipt of such schedule by the Executive.  At
                       any time prior to the expiration of said 30-day
                       period, the Executive shall have the right to
                       select from all or part of any category of payment
                       to be made under this Agreement those payments to
                       be made to the Executive in an amount the present
                       value of which (when combined with the present
                       value of any other payments otherwise payable to
                       the Executive by the Company that may be deemed to
                       be parachute payments) is less than three times
                       the Executive's base amount.  If the Executive
                       fails to exercise her right to make a selection,
                       the selection shall be made by the Company.




                                      - 4 -<PAGE>




                            C.   The references to Code Sections 280G and
                       4999 are specific references to such sections as
                       in effect on the date of this Agreement.  If
                       either section is amended prior to the expiration
                       or termination of this Agreement, or replaced by a
                       successor statute, the limitations imposed by this
                       Section 4(e) upon payments to be made to the
                       Executive under this Agreement shall be deemed
                       modified without further action of the parties so
                       as to provide only for such limitations that are
                       consistent with such amendment(s) or successor
                       statute(s), as the case may be.  In the event that
                       Section 4999, or any successor statute, is
                       repealed, this Section 4(e) shall cease to be
                       effective on the date of such repeal.  The parties
                       to this Agreement recognize that final Treasury
                       Regulations under Section 280G may affect the
                       amounts that may be paid hereunder and agree that,
                       upon issuance of such final Regulations, this
                       Section 4(e) may be modified as in good faith
                       deemed necessary in light of the provisions of
                       such Regulations to achieve the purposes hereof,
                       and that consent to such modification(s) shall not
                       be unreasonably withheld.

                  (f)  You shall not be obligated to seek to mitigate the
        amount of any payments provided for in this Agreement by seeking
        alternative employment or otherwise.


             5.   Certain Definitions.

                  As used herein, the following terms shall have the
        following respective meanings:

                  (a)  Change in Control.  A "Change in Control" shall
        occur or be deemed to have occurred only if any of the following
        events occur: 

                       (i)  any "person," as such term is used in
        Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
        as amended (the "Exchange Act"), (other than (A) the Company, (B)
        any "group" including you, (C) any employee benefit plan of the
        Company, or (D) any corporation owned directly or indirectly by
        the stockholders of the Company in substantially the same
        proportion as their ownership of stock of the Company) is or
        becomes the "beneficial owner" (as defined in Rule 13d-3 under
        the Exchange Act), directly or indirectly, of securities of the
        Company representing in the aggregate 20% or more of either (A)
        the combined voting power of the Company's then outstanding
        securities or (B) the then outstanding shares of common stock of
        the Company;



                                      - 5 -<PAGE>




                      (ii)  individuals who, as of the date hereof,
        constitute the Board of Directors (the "Board") (as of the date
        hereof, the "Incumbent Board") cease for any reason to constitute
        at least a majority of the Board, provided that any person
        becoming a director subsequent to the date hereof whose election,
        or nomination for election by the Company's stockholders, was
        approved by a vote of at least a majority of the directors then
        comprising the Incumbent Board (other than an election or
        nomination of an individual whose initial assumption of office is
        in connection with an actual or threatened election contest
        relating to the election of the directors of the Company, as such
        terms are used in Rule 14a-11 of Regulation 14A under the
        Exchange Act) shall be, for purposes of this Agreement,
        considered as though such person were a member of the Incumbent
        Board; or 

                     (iii)  the stockholders of the Company approve a
        merger or consolidation of the Company with any other
        corporation, other than (A) a merger or consolidation which would
        result in the voting securities of the Company outstanding
        immediately prior thereto continuing to represent (either by
        remaining outstanding or by being converted into voting
        securities of the surviving entity) more than 75% of the combined
        voting power of the voting securities of the Company or such
        surviving entity outstanding immediately after such merger or
        consolidation or (B) a merger or consolidation effected solely to
        implement a recapitalization of the Company in which no "person"
        (as hereinabove defined) increases the percentage held of the
        combined voting power of the Company's then outstanding
        securities (except by less than 5% of such person's holdings
        preceding such recapitalization); or 

                      (iv)  the stockholders of the Company approve a
        plan of complete liquidation of the Company or an agreement for
        the sale, lease, exchange or disposition by the Company of all or
        substantially all of the Company's assets. 

                  (b)  Disability.  If, as a result of incapacity due to
        physical or mental illness, you shall have been absent from the
        full-time performance of your duties with the Company for six (6)
        consecutive months and, within thirty (30) days after written
        Notice of Termination is given to you, you shall not have
        returned to the full-time performance of your duties, your
        employment may be terminated for "Disability." 

                  (c)  Cause.  The following shall constitute "Cause" for
        termination: 

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

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


                                      - 6 -<PAGE>




                     (iii)  The material failure by Executive to perform
        Executive's duties under the Employment Agreement (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 the Company 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 the Company.  

                  (d)  Good Reason.  For purposes of this Agreement,
        "Good Reason" shall mean, without your written consent, the
        occurrence of any of the following circumstances or any of the
        circumstances set forth in the definition of cause for
        termination by you in Section 6(c)(i-iii) of the Employment
        Agreement within the six (6) months immediately prior to your
        giving the Company a Notice of Termination: 

                       (i)  any reduction in your annual base salary from
        time to time;

                      (ii)  any failure by the Company to allow your
        participation in a cash bonus program in a manner substantially
        consistent with past practice in light of the Company's financial
        performance and attainment of your specified goals, or the
        substantial reduction of your participation in any other material
        compensation plan (other than any stock option or stock award
        program which programs are within the full discretion of the
        Compensation Committee) on a significantly less favorable basis,
        both in terms of the amount of benefits provided and the level of
        your participation relative to other participants; unless such
        circumstances are fully corrected prior to the Date of
        Termination specified in the Notice of Termination given in
        respect thereof; 

                     (iii)  the failure by the Company to continue to
        provide you with benefits substantially similar to those enjoyed
        by you under any of the Company's life insurance, medical, health
        and accident, or disability plans in which you were
        participating, the taking of any action by the Company which
        would directly or indirectly materially reduce any of such
        benefits, or the reduction in the number of paid vacation days to
        which you are entitled; unless such circumstances are fully
        corrected prior to the Date of Termination specified in the
        Notice of Termination given in respect thereof;



                                      - 7 -<PAGE>




                      (iv)  any requirement by the Company that the
        location at which you perform your principal duties for the
        Company be changed to a new location outside a radius of 50 miles
        from your business location at the time of the Change in Control;
        or 

                       (v)  the failure of the Company to obtain a
        satisfactory agreement from any successor to assume and agree to
        perform the Agreement, as contemplated in Section 7(a).


             6.   Employment Agreement.

                  The Employment Agreement shall be amended as follows:

                  (a)  (i)  Section 6(e) shall be amended by deleting
                            "ninety (90) days" and inserting in its place
                            "thirty (30) days;"

                      (ii)  Section 6(f)(ii) shall be deleted in its
                            entirety and in its place shall be inserted
                            "Reserved;" and 

                     (iii)  Section 11, "Arbitration of Disputes," shall
                            not apply after any Change of Control, as
                            defined herein.  

                  (b)  Any salary continuation payments which you
        actually receive under Section 6(f)(i) or (iii) of the Employment
        Agreement following the termination of your employment with the
        Company shall be credited against any payments which you are
        entitled to receive under this Agreement.  

                  (c)  Except as expressly amended by this Agreement, the
        terms of the Employment Agreement shall remain in effect.  


             7.   Successors; Binding Agreement.

                  (a)  The Company will require any successor (whether
        direct or indirect, by purchase, merger, consolidation or
        otherwise) to all or substantially all of the business or assets
        of the Company expressly to assume and agree to perform this
        Agreement to the same extent that the Company would be required
        to perform it if no such succession had taken place.  Failure of
        the Company to obtain an assumption of this Agreement prior to
        the effectiveness of any succession shall be a breach of this
        Agreement and shall entitle you to compensation from the Company
        in the same amount and on the same terms as you would be entitled
        hereunder if you had been terminated without Cause.  As used in
        this Agreement, "Company" shall mean the Company as defined above
        and any successor to its business or assets as aforesaid which
        assumes and agrees to perform this Agreement by operation of law,
        or otherwise.

                                      - 8 -<PAGE>




                  (b)  This Agreement shall inure to the benefit of and
        be enforceable by your personal or legal representatives,
        executors, administrators, successors, heirs, distributees,
        devisees and legatees.  If you should die while any amount would
        still be payable to you hereunder if you had continued to live,
        all such amounts, unless otherwise provided herein, shall be paid
        in accordance with the terms of this Agreement to your devisee,
        legatee or other designee or if there is no such designee, to
        your estate.


             8.   Notice.

                  For the purposes of this Agreement, notices and all
        other communications provided for in this Agreement shall be in
        writing and shall be duly given when delivered or when mailed by
        United States registered or certified mail, return receipt
        requested, postage prepaid, addressed to the Chairman of the
        Compensation Committee, Aquila Biopharmaceuticals, Inc., at 365
        Plantation Street, Worcester, Massachusetts 01605, and to you at
        the address shown above or to such other address as either the
        Company or you may have furnished to the other in writing in
        accordance herewith, except that notice of change of address
        shall be effective only upon receipt.


             9.   Miscellaneous.

                  (a)  The invalidity or unenforceability of any
        provision of this Agreement shall not affect the validity or
        enforceability of any other provision of this Agreement, which
        shall remain in full force and effect.

                  (b)  The validity, interpretation, construction and
        performance of this Agreement shall be governed by the law of The
        Commonwealth of Massachusetts.

                  (c)  No waiver by you at any time of any breach of, or
        compliance with, any provision of this Agreement to be performed
        by the Company shall be deemed a waiver of that or any other
        provision at any subsequent time.

                  (d)  This Agreement may be executed in several
        counterparts, each of which shall be deemed to be an original but
        all of which together will constitute one and the same
        instrument.

                  (e)  Any payments provided for hereunder shall be paid
        net of any applicable withholding required under federal, state
        or local law.

                  (f)  The Company shall do, make, execute and deliver
        all such additional and further acts, things, assurances and
        instruments as you may reasonably request in order to assure to

                                      - 9 -<PAGE>




        you your rights hereunder and to carry into effect the provisions
        and intent of this Agreement.  The Company shall, upon your
        request, convert any options which are incentive stock options
        into nonqualified options and shall amend any outstanding option
        agreements in a manner consistent with this Agreement.

             If this letter sets forth our agreement on the subject
        matter hereof, kindly sign and return to the Company the enclosed
        copy of this letter, which will then constitute our agreement on
        this subject.

                                      Sincerely,

                                      AQUILA BIOPHARMACEUTICALS, INC.



                                      By:__/s/ John M. Nelson________
                                         Chairman of the Compensation
                                           Committee

        Agreed to this 10th day of September, 1997



        /s/ Alison Taunton-Rigby
        ______________________________
             (Signature)



        Alison Taunton-Rigby
        ______________________________
             (Print Name)

                    8 Farrar Road
        Address:  ______________________________

                    Lincoln, MA  01773
                  ______________________________















                                      - 10 -


        Schedule to Exhibit 10.2  Employee Retention Agreements


        Name                  Date of Execution     Severance Payment

        Gerald A. Beltz           10/24/97          two times sum of
                                                    annual salary plus
                                                    average annual bonus

        Stephen J. DiPalma        10/27/97          sum of annual salary
                                                    plus average annual
                                                    bonus

        Deborah B. Grabbe         10/24/97          sum of annual salary
                                                    plus average annual
                                                    bonus

        Robert B. Kammer          10/24/97          sum of annual salary
                                                    plus average annual
                                                    bonus