Exhibit
        10.3

      


      LEASE
        TERMINATION AGREEMENT

      


      THIS
        LEASE TERMINATION AGREEMENT
        ("Termination Agreement") is made as of the 19th day of July, 2005 by and
        between EOP-INDUSTRIAL
        PORTFOLIO, L.L.C., a Delaware limited liability company ("Landlord")
        and IMCOR
        PHARMACEUTICAL CO., a Nevada corporation
        (“Tenant”).

      


      RECITALS:

      


      
        	
                A.

              	
                Landlord
                  (as successor in interest to WHAMC Real Estate Limited Partnership,
                  a
                  Delaware limited partnership) and Tenant (formerly known as Photogen
                  Technologies, Inc., a Nevada corporation, as successor in interest
                  to
                  Alliance Pharmaceutical Corp., a New York corporation) are parties
                  to that
                  certain lease dated as of November 7, 1997 (the “Lease”) relating to
                  approximately 56,799
                  rentable square feet (the “Premises”) consisting of the entire building
                  located at 6175 Lusk Boulevard, San Diego, California (the “Building”),
                  all as more particularly described in the Lease,
                  a
                  copy of which is attached hereto as Exhibit “A.” 

              


      

      


      
        	
                B.

              	
                The
                  Term is scheduled to expire on February 28, 2008 (the “Stated Termination
                  Date”), and Tenant desires to terminate the Lease prior to the Stated
                  Termination Date. Landlord has agreed to such termination on the
                  terms and
                  conditions contained in this Termination
                  Agreement.

              


      

      


      NOW,
        THEREFORE,
        in
        consideration of the above recitals which by this reference are incorporated
        herein, the mutual covenants and conditions contained herein and other valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        Landlord and Tenant agree as follows:

      


      
        	
                1.

              	
                Effective
                  as of July
                  30, 2005 (the "Early
                  Termination Date")
                  and subject to the agreements, representations, warranties and
                  indemnities
                  contained in this Termination Agreement, including, without limitation,
                  payment of the Termination Fee described in Section 7 below, the
                  Lease is
                  terminated and the Term of the Lease shall expire with the same
                  force and
                  effect as if the Term was, by the provisions thereof, fixed to
                  expire on
                  the Early Termination Date.

              


      

       

      
        
          
            	
                    2.

                  	
                    Effective
                      as of the Early Termination Date, Tenant remises, releases,
                      quitclaims and
                      surrenders to Landlord, its predecessors,
                      successors,
                      and assigns, the Lease and all of the estate and rights of
                      Tenant in and
                      to the Lease and the Premises, and Tenant forever releases
                      and discharges
                      Landlord from any and all claims, demands or causes of action
                      whatsoever
                      against Landlord or its successors and assigns arising out
                      of or in
                      connection with the Premises or the Lease and forever releases
                      and
                      discharges Landlord from any obligations to be observed or
                      performed by
                      Landlord under the Lease after the Early Termination
                      Date.

                  


          

        

         

      

      
        
          
          

        

        
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                  3.

                	
                  
                    Subject
                      to the agreements, representations, warranties and indemnities
                      contained
                      in this Termination Agreement, Landlord agrees to accept the
                      surrender of
                      the Lease and the Premises from and after the Early Termination
                      Date and,
                      effective as of the Early Termination Date, forever releases
                      and
                      discharges Tenant from any and all claims, demands or causes
                      of action
                      whatsoever against Tenant or its predecessors,
                      successors,
                      and assigns arising out of or in connection with the Premises
                      or the Lease
                      and forever releases and discharges Tenant from any obligations
                      to be
                      observed and performed by Tenant under the Lease
                      after the Early Termination Date,
                      provided that (i) Tenant has satisfied, performed and fulfilled
                      all of the
                      agreements set forth in this Termination Agreement, (ii) each
                      of the
                      representations and warranties set forth in Section 6 below
                      are true and
                      correct and (iii) Tenant executes and delivers this Termination
                      Agreement
                      to Landlord on or prior to June 30,
                      2005.

                  

                


        

         

        
           

          
            	
                    4.

                  	
                    
                      With
                        respect to the releases set forth in Sections 2 and 3 above,
                        the parties
                        acknowledge that they have been advised by legal counsel
                        and are familiar
                        with the provisions of California Civil Code Section 1542
                        which provides
                        as follows:

                    

                  


          

           

        

      

      “A
        GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
        OR
        SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
        IF
        KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
        DEBTOR.”

      


      THE
        UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ALL
        RIGHTS
        THEY MAY HAVE THEREUNDER, AS WELL AS ANY OTHER STATUTES OR COMMON LAW PRINCIPLES
        OF SIMILAR EFFECT PERTAINING TO THE RELEASES SET FORTH HEREIN.

      


      
        	
                5.

              	
                On
                  or prior to the Early Termination Date, Tenant
                  shall:

              


      

      


      
        	 	
                (a)

              	
                Fulfill
                  all covenants and obligations of Tenant under the Lease applicable
                  to the
                  period prior to and including the Early Termination
                  Date.

              


      

      


      
        	 	
                (b)

              	
                Completely
                  vacate and surrender the Premises to Landlord in accordance with
                  the terms
                  of the Lease. Without limitation, Tenant shall leave the Premises
                  in a
                  broom-clean condition and free of all movable furniture and equipment
                  and
                  shall deliver the keys to the Premises to Landlord or Landlord's
                  designee.
                  Notwithstanding the foregoing, Tenant shall not remove any of the
                  Special
                  Improvements (as defined in Exhibit A of this Termination
                  Agreement).

              


      

      


      
        
          
          

        

        
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                  6.

                	
                  Tenant
                    represents and warrants that (a) Tenant is the rightful
                    owner of all
                    of the Tenant's interest in the Lease; (b) Tenant has
                    not made any
                    disposition, assignment, sublease, or conveyance of the Lease
                    or Tenant's
                    interest therein; (c) Tenant has no knowledge of any fact
                    or
                    circumstance which would give rise to any claim, demand, obligation,
                    liability, action or cause of action arising out of or in connection
                    with
                    Tenant's occupancy of the Premises; (d) no other person
                    or entity has
                    an interest in the Lease, collateral or otherwise; and (e) there
                    are
                    no outstanding contracts for the supply of labor or material
                    and no work
                    has been done or is being done in, to or about the Premises which
                    has not
                    been fully paid for and for which appropriate waivers of mechanic's
                    liens
                    have not been obtained. The foregoing representation and warranty
                    shall be
                    deemed to be remade by Tenant in full as of the Early Termination
                    Date.

                


        

      

      


      
        	
                7.

              	
                Tenant
                  shall pay to Landlord the sum of $297,330.00
                  (the "Termination Fee"). Landlord currently is holding the sum
                  of
                  $297,330.00
                  as
                  the security deposit (the “Security Deposit”) required pursuant to the
                  terms of Section 5 of the Lease in the form of a letter
                  of credit (the “Letter of Credit”)
                  cash deposit
                  from Tenant of which Landlord is the beneficiary. Tenant
                  acknowledges that neither the Letter of Credit nor the proceeds
                  thereof
                  are an asset of Tenant, and in the event of a bankruptcy action
                  filed by
                  or against Tenant, they shall not be part of the Tenant’s
                  estate.
                  Landlord and Tenant acknowledge and agree that upon the full and
                  proper
                  execution of this Termination Agreement by Landlord and Tenant
                  (a)
                  Landlord shall be entitled to draw on the Letter
                  of Credit
                  Security Deposit
                  and apply the Letter
                  of Credit
                  Security Deposit
                  to
                  the Termination Fee required hereunder, and therefore, Landlord
                  shall
                  retain the Security Deposit and (b) Tenant shall release any and
                  all
                  claims to the Security Deposit.

              


      

      


      
        	
                8.

              	
                Section
                  17 of the Lease (Indemnification
                  and Exculpation) shall
                  survive the termination of the Lease pursuant to this Termination
                  Agreement. 

              


      

      


      
        	
                9.

              	
                This
                  Termination Agreement specifically is contingent upon Landlord,
                  on or
                  before 30 days after the full and final execution of this Termination
                  Agreement (the “Contingency Date”), entering into a new lease, lease
                  amendment or other written agreement (“New AgreementTermination
                  Agreement”)
                  with another tenant or other third party (the “New Tenant”) to lease the
                  Premises described herein. Landlord
                  is currently negotiating the terms of the New AgreementTermination
                  Agreement
                  with the New Tenant. If
                  the New AgreementTermination
                  Agreement
                  has not been fully executed, and if all contingencies relating
                  thereto
                  have not been waived by Landlord or otherwise satisfied,
                  on
                  or before the Contingency Date, then Landlord may terminate this
                  Termination Agreement by
                  notifying Tenant on or before the earlier of (i) 10 days after
                  the
                  Contingency Date and (ii) execution of the New AgreementTermination
                  Agreement
                  by
                  New Tenant, whereupon, all termination fees (as described in Section
                  7 of
                  this Termination
                  Agreement) shall be returned to Tenant, this Termination Agreement
                  shall
                  be null and void and of no force or effect, and the Lease shall
                  continue
                  in full force and effect as if this Termination Agreement had not
                  been
                  executed.

              


      

      


      
        	
                10.

              	
                Neither
                  Landlord nor Tenant shall pay the other party’s commissions, fees or other
                  costs incurred in connection with this Termination Agreement or
                  with
                  respect to the execution of the New Lease by the New Tenant, including
                  but
                  not limited to any broker’s and/or leasing agent’s commission or fees.
                  Both parties to this Termination Agreement will bear all of its
                  own
                  commissions, fees, or other costs. 

              


      

       

      
        
          
          

        

        
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                11.

              	
                On
                  or about May 9, 2005, Landlord filed an unlawful detainer complaint
                  against Tenant in the San Diego Superior Court as Case No. GIC847080
                  (“Unlawful Detainer Complaint”). Provided Tenant surrenders the Premises
                  on or before the Early Termination Date, Landlord shall cause its
                  Unlawful
                  Detainer Complaint to be dismissed no later than seven (7) days
                  after the
                  Early Termination Date. As part of the dismissal of the Unlawful
                  Detainer
                  Complaint, both parties shall bear their own attorneys fees and
                  costs in
                  connection therewith.

              


      

      


      
        	
                12.

              	
                
                  Each
                    signatory of this Termination Agreement represents hereby that
                    he or she
                    has the authority to execute and deliver the same on behalf of
                    the party
                    hereto for which such signatory is
                    acting.

                

              


      

       

      
        	
                13.

              	
                This
                  Termination Agreement shall be binding upon and inure to the benefit
                  of
                  Landlord and Tenant and their respective predecessors,
                  successors, assigns and related
                  entities.

              


      

      


      
        	
                14.

              	
                If
                  either party commences an action against the other party arising
                  out of or
                  in connection with this Termination Agreement, the prevailing party
                  shall
                  be entitled to recover from the losing party reasonable attorney
                  fees and
                  costs of suit.

              


      

      


      
        	
                15.

              	
                The
                  captions preceding the text of each section hereof are included
                  only for
                  convenience of reference and shall be disregarded in the construction
                  and
                  interpretation of this Termination Agreement.


              


      

      


      
        	
                16.

              	
                The
                  determination by any Court that any provision of this Termination
                  Agreement is unlawful, void or unenforceable shall not affect the
                  validity
                  of any other provision hereof.

              


      

      


      
        	
                17.

              	
                Each
                  party to this Termination Agreement shall promptly executed and
                  deliver
                  all instruments and documents and take all actions as may be reasonably
                  required or appropriate to carry out the purposes of this Termination
                  Agreement. 

              


      

      


      
        	
                18.

              	
                This
                  Termination Agreement is made and entered into for the sole protection
                  and
                  benefit of the parties hereto, and their predecessors and successors,
                  except as otherwise provided herein.


              


      

      


      
        	
                19.

              	
                The
                  laws of the State of California shall govern the validity, construction,
                  performance and effect of this Termination
                  Agreement.

              


      

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF,
        Landlord and Tenant have executed this Termination Agreement on the day and
        year
        first above written.

      


      


      
        	 	
                LANDLORD:

              
	 	 
	 	
                EOP-INDUSTRIAL
                  PORTFOLIO, L.L.C., a Delaware limited liability company
                  

                 

                By: EOP
                  Operating Limited Partnership, a Delaware limited partnership,
                  its sole
                  member

                 

                    By: Equity
                  Office Properties Trust, a Maryland real estate investment trust,
                  its
                  

                general
                  partner

                 

                By:
                  /s/
                  Robert E. Dezutti

                 

                Name: Robert
                  E. Dezzutti

                 

                Title: Senior
                  Vice President

              
	 	 
	 	 
	 	 
	 	
                TENANT:

              
	 	
                 

                IMCOR
                  PHARMACEUTICALS CO., a Nevada corporation

                 

                By:
                   /s/
                  B. Jack DeFranco  

                 

                Name:
                  Jack
                  DeFranco   

                 

                Title: Chief
                  Operating Officer  

              
	 	 


      

      


      
        
          
          

        

        
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