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                                                                   EXHIBIT 10.10

                         [PAIN THERAPEUTICS LETTERHEAD]


November 23, 1999

David L. Johnson, CPA
46 Mott Place
Oakland, CA 94619


Dear Dave,

I am pleased to offer you the position of Chief Financial Officer of Pain
Therapeutics, Inc. I believe the terms of your proposed employment, outlined
below, reflect both the spirit and the letter of our previous discussions:

1. As Chief Financial Officer and an officer of PTI, you will report to the
President & CEO.

2. Your primary responsibilities will include advising and directing PTI on its
finance and accounting functions, internal/external reporting requirements,
administrative functions, budget forecasting and monitoring, and contributing
to PTI long term strategic planning efforts and other responsibilities as they
may arise from time-to-time.

3. Your cash compensation will be $155,000 per year and will be reviewed
annually. You will be eligible to receive a discretionary year end cash and
or equity bonus.

4. You will receive an option to buy 190,000 shares of PTI common stock. This
option will be priced at the fair market value of PTI's common stock at the
date of grant, which is currently $0.185 per share. Your option will vest
monthly and equally over 48 months, starting on your first day at PTI.

5. We agree that your full-time start date will be no later than Monday,
January 3, 2000.

6. You will be eligible to receive medical, life insurance, disability or other
health, insurance or other benefits provided to PTI's full-time employees as
these become defined and available to other employees. Until these benefits are
defined (3-4 months), you will be reimbursed in full and at cost for your COBRA
associated expenses.

7. You will be entitled to earn and to take up to three (3) weeks paid vacation
at times mutually agreeable to you and PTI. Unused vacation may not be
reimbursed or carried forward from year to year.


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8. You acknowledge and agree that in accordance with California law, your
employment at PTI is "at will". You understand that PTI or you may terminate
your employment at any time, for any reason or no reason, with or without cause
and with and without notice. PTI also reserves the right to make personnel
decisions regarding your employment, including but not limited to, promotions,
salary adjustment, scope of responsibilities, transfer and termination
consistent with PTI's needs.

In the event PTI terminates your employment without cause after your one year
anniversary with the Company, PTI will continue to provide you with your
regular base salary and health benefits until the earlier of a) three months
from date of termination, or b) your date of new employment or other
compensated position elsewhere. You will not receive severance or other
termination benefits or any other benefits (including vesting of unvested
stock) in the event either a) you terminate this employment arrangement for any
reason or no reason, or b) PTI terminates this employment arrangement for any
reason or no reason in the first 12 months of your full-time employment, or
c) PTI terminates this employment arrangement with cause at any time.

You and PTI further agree that all disputes, claims or causes of action arising
out of your employment or its termination shall be submitted to binding
arbitration before a neutral arbitrator, except where the law specifically
forbids the use of arbitration as a final and binding remedy.

9. You warrant and represent that you have no commitments or obligations
inconsistent with PTI's offer of employment. You further understand and agree
that this is a full-time and exclusive position in the services of PTI.

10. PTI will reimburse you for all reasonable business and travel expenses
incurred on behalf of PTI.

11. You agree to sign a "CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT
AGREEMENT" (attached).

12. This offer expires of Friday, December 3, 1999 unless mutually signed
before then.

Dave, I believe these terms reflect our discussions. If acceptable to you,
please sign, date and return one original copy. Over the course of the next 12
months, PTI will be building a world class organization and I see you and
others as an integral member of that team.

I look forward to working with you!

/s/ REMI BARBIER
------------------------
Remi Barbier
President & CEO


      I agree to all the terms and conditions of employment set forth in this
letter,

                                       /s/ DAVID L. JOHNSON
                                       ---------------------------------
                                        David L. Johnson, CPA

                                 Date: 11/29/99
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