Exhibit 10.98

                                  Cortech, Inc.
                               6850 North Broadway
                             Denver, Colorado 80221
                                 (303) 650-1200
                               Fax (303) 650-1220



                                             January 29, 1999



Mr. Diarmuid Boran
2367 South Holman Circle
Lakewood, CO 80228

Via: Airborne Express

Dear Mr. Boran:

     This  letter  sets  forth  our  agreement  concerning  termination  of your
employment with Cortech, Inc. (the "Company").

     1.   We have agreed that your  employment  with the Company will terminate,
          effective December 31, 1998.

     2.   For  ten  months  from  the  effective  date  of  termination  of your
          employment (the "Severance  Period"),  you will receive,  as a special
          severance benefit,  and subject to paragraph 3 below,  $109,400,  less
          applicable withholding and deductions,  payable in accordance with the
          Company's  regular  payroll  practices.  You understand and agree that
          such  payment is not  required,  and that you are not entitled to, and
          will not receive, any other payments.

     3.   You have elected to continue your health insurance  coverage  pursuant
          to COBRA.  You will pay the cost of such  continued  health  insurance
          during the  Severance  Period or until such earlier time as you obtain
          new  employment  with an  employer  that has a health  insurance  plan
          available to its employees.  If, after the Severance  Period,  you are
          not employed and covered under another health  insurance plan, you may
          continue to participate in the Company's health insurance plan at your
          own expense for the remainder of the COBRA period. You will notify the
          Company  of your re-  employment  in  writing  within  10 days of your
          commencement  of such employment in order for the Company to determine
          its obligations under this paragraph.


<PAGE>



     4.   Unless you are unable to perform due to disability or death,  you will
          provide services, and be available, to the Company, as the Company may
          request,  for two days a week, at a mutually  convenient time,  during
          the first two months of the Severance Period.

     5.   In consideration of the foregoing  special  benefits,  you release and
          discharge  the Company,  and each of its present and former  officers,
          directors,  shareholders,  employees  and  agents in their  respective
          capacities  as  such,  and  the  heirs,   executors,   administrators,
          successors  and assigns of each of them,  from all actions,  causes of
          action,  suits,  debts,  dues,  sums of money,  accounts,  reckonings,
          bonds,  bills,  specialties,   covenants,  contracts,   controversies,
          agreements,   promises,  variances,  trespasses,  damages,  judgments,
          extents,   executions,   claims,  and  demands  whatsoever,   in  law,
          admiralty, equity, arbitration or otherwise, which against the Company
          and its officers,  directors,  shareholders,  employees and agents, or
          any of them,  you ever had,  now have or hereafter  can,  shall or may
          have for, upon, or by reason of any matter, cause or thing whatsoever,
          whether  known  or  unknown,   and  whether  heretofore   asserted  or
          unasserted,  from  the  beginning  of the  world  to the  date of this
          agreement,  based on your  employment  with the Company,  the terms of
          your  employment  and  termination of your  employment,  or otherwise,
          including,  but not limited to, claims under  federal,  state or local
          laws,  statutes or ordinances,  or tort or common law claims,  and any
          claim for  unemployment  compensation,  severance  or  vacation or any
          other form of compensation or benefit  relating to your employment and
          the termination thereof.

     6.   Any and all prior  agreements  between  you and the Company are hereby
          terminated and  discharged,  and are null and void and of no force and
          effect.

     7.   Any stock options held by you are hereby terminated and canceled.  You
          agree that you have no rights,  and will not assert  that you have any
          rights, to any such options.

     8.   You will  return  to the  Company  all  passes,  door  and file  keys,
          computer  access codes,  computer  software and  hardware,  documents,
          records, files, memoranda,  letters, technical,  business or financial
          information, and any other property of the Company in your possession,
          custody or control,  except as may be required  for you to perform the
          services provided for in paragraph 4.

     9.   You agree that you will not  disclose or use any  confidential  and/or
          proprietary  information of the Company, except as may be required for
          you to perform the services provided for in paragraph 4.


<PAGE>


     10.  The parties  agree that  neither of them will  disparage,  or make any
          disparaging  or negative  statements  about,  the other party,  or its
          business, or any present and former officers, directors,  shareholders
          or employees.

     11.  You agree that you will not disclose the contents of this agreement or
          the subject  matter  thereof,  or the  circumstances  surrounding  it,
          except to immediate family members or as required by law.

     Please  sign below to signify  your  acceptance  of and  agreement  to this
agreement. 
                                        Very truly yours, 

                                        CORTECH, INC.



                                        By: /s/   John W. Galuchie, Jr.     
                                            ----------------------------
                                            John W. Galuchie, Jr.
                                            President


AGREED AND ACCEPTED

By: /s/   Diarmuid Boran                   
    ---------------------
    Diarmuid Boran