Exhibit 10.8

                                        January 2, 2001

Dr. Peter Model
c/o Ophidian Pharmaceuticals, Inc.
6320 Monona Drive, Ste. 414
Madison, Wisconsin  53716


Dear Dr. Model,

I  wish  to  propose the exchange of shares  of  Common
Stock of Ophidian, Inc. ("Ophidian") for all the issued
and  outstanding  Common Stock and Preferred  Stock  of
Hemoxymed, Inc. ("Hemoxymed").  The objective  of  this
proposal is the execution and consummation, as soon  as
feasible,  of  a binding Agreement and Plan  of  Merger
among  Ophidian,  Hemoxymed, and Hemoxymed  Acquisition
Inc.   (the  "Merger  Agreement")  which,  among  other
things, would provide for the various matters set forth
below:

     1.   Ophidian will acquire all of the issued and
          outstanding Common Stock and Preferred Stock of
          Hemoxymed (approximately 19,000,000 shares) from the
          shareholders of Hemoxymed in exchange for 19,000,000
          shares of Common Stock of Ophidian which will be
          delivered upon the closing of this transaction (the
          "Closing").  As set forth in paragraph 10, below, from
          the date hereof, Hemoxymed will pay all the reasonable
          and actual expenses, including legal expenses, of
          Ophidian that relate to or arise out of the proposed
          acquisition of Hemoxymed by Ophidian (the
          "Reorganization").

     2.   On the day of the Closing (the "Closing Date"),
          and giving effect to shares to be issued to or
          purchased by all parties to the transaction, Ophidian
          will have outstanding approximately 20,200,000 shares
          of common stock and 241,636 options, exercisable at
          $55.615.  Accordingly, the ownership of Ophidian
          immediately following the Closing will be as follows:

                                                         # of shares

          Hemoxymed shareholders                         19,000,000
          Ophidian Pharmaceuticals, Inc. stockholders     1,200,000
                                                         ----------
          TOTAL:                                         20,200,000

     3.   The current officers and directors of Ophidian will
          submit their resignations as officers and directors
          effective on the Closing Date.

     4.   On the Closing Date, Ophidian will have no material
          liabilities and minimal assets, as set forth in the
          company's financial statements.

     5.   Other terms of the Merger Agreement will include:

               a. Ophidian shall be in good standing as a corporation
                  in its state of incorporation and shall not be in
                  violation of any Federal or State securities or other
                  laws governing it.

               b. Ophidian will be current in all of its filing
                  requirements as to all tax, securities or other reports
                  required under laws to which it is subject, and shall
                  deliver copies of these reports to Hemoxymed along with
                  copies of its current financial statements.

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               c. Ophidian shall, at the Closing, be able to make
                  customary representations, including, but not limited
                  to, representations and warranties that it has no
                  material liabilities and that it is not a party to any
                  litigation.

               d. There shall be no change in the current outstanding
                  capital structure of Ophidian including outstanding
                  shares, options, warrants or related matters, except
                  (a) the cancellation of the $2.00 warrants pursuant to
                  Ophidian's sale of assets to Promega corporation, as
                  described in Ophidian's Proxy Statement filed October
                  10, 2000 (the "Promega Asset Sale"), and (b) as
                  otherwise referred to herein.

               e. Hemoxymed Shareholders acknowledge that the shares
                  of Ophidian, which they are receiving, may not be
                  resold to the public except upon registration or upon
                  compliance with the terms of Rule 144 and shall contain
                  the appropriate restrictive legend.

               f. Hemoxymed shall be in good standing as a corporation
                  incorporated under the laws of the State of California.
                  Hemoxymed shall be free from any material pending or
                  threatened litigation, claims or contingent liabilities.

               g. Hemoxymed shall be current and in good standing with
                  respect to all material contracts to which it is a party.

               h. The proposed transaction shall not violate any contract,
                  agreement or arrangement to which Hemoxymed is a party.

               i. Hemoxymed shall designate all persons to be elected to
                  the Board of Directors of Ophidian at the Closing,
                  subject to approval by Ophidian's stockholders.

               j. The Merger Agreement shall provide that prior to the
                  Closing, Ophidian may make a liquidating distribution
                  to its existing stockholders of all or substantially
                  all of the proceeds of the Promega Asset Sale.  In
                  addition, the Merger Agreement shall provide for the
                  establishment of a liquidating trust to retain and
                  distribute such amounts of Ophidian's assets as the
                  trustees of such trust deem necessary as of the Closing
                  Date (not to exceed $50,000 in the aggregate) for
                  payment of any liabilities arising within three (3)
                  months of the Closing, including any liabilities
                  arising out Ophidian's breach of any representation or
                  warranty of the Merger Agreement.  Any amounts
                  remaining in such trust after payment of all liabilities
                  shall be distributed to the pre-Closing stockholders of
                  Ophidian.

     6.   Upon the execution of the Merger Agreement, Ophidian
          agrees (a) to prepare, file, and distribute a Proxy
          Statement seeking stockholder approval of the
          Reorganization and (b) to the extent not inconsistent
          with the fiduciary obligations of the Ophidian board of
          directors, to not consider any other reorganization or
          merger proposals.

     7.   Hemoxymed agrees to cooperate in providing and
          explaining information with respect to the
          Reorganization.  The information to be provided shall
          be sufficient to allow Ophidian to apprise its
          stockholders of the business of Hemoxymed in compliance
          with the requirements of the federal securities laws,
          as applicable.

     8.   Upon signing of this Letter of Intent, Hemoxymed
          will provide Ophidian with audited financial statements
          for its last two fiscal years which have been prepared
          in accordance with generally accepted accounting
          principles.

     9.   Ophidian and Hemoxymed will provide each other
          full access to their books and records as may
          reasonably be requested from time to time.  If the
          Reorganization is not consummated, all parties

<PAGE>

          shall keep confidential any information (unless
          ascertainable from public findings or published
          information) obtained concerning the other's
          operations, assets and business.

     10.  From the date hereof through the Closing,
          Hemoxymed agrees to pay the reasonable and actual
          expenses of Ophidian that relate to or arise out of the
          Reorganization, including legal fees, costs and
          disbursements of Ophidian's legal counsel and operating
          expenses of Ophidian, in an amount not to exceed an
          aggregate of $60,000.  Within five (5) business days of
          the signing of this Letter of Intent, Hemoxymed agrees
          to deposit $60,000 in the trust account of Ophidian's
          legal counsel for payment of said expenses.  In
          connection therewith, Ophidian (or its legal counsel)
          shall submit to Hemoxymed monthly statements showing
          all legal fees, costs, and expenses, incurred by
          counsel or by Ophidian in connection with the
          Reorganization in the preceding thirty days.  Payment
          of such expenses shall be made from the funds available
          in the trust account not sooner than ten (10) calendar
          days after Hemoxymed's receipt of the monthly
          statement.  At the Closing, any amounts remaining in
          the trust account shall be credited to Hemoxymed.  If
          either party should terminate the Reorganization, for
          any reason whatsoever, at any time prior to the Closing
          Date, via written notice to the other party, payment
          shall be made from the trust account for expenses
          incurred only through the date of the non-terminating
          party's receipt of such notice of termination (the
          "Termination Date").  Any amounts remaining in the
          trust account thereafter shall be refunded to Hemoxymed
          within ten (10) calendar days of the Termination Date.

     11.  Counsel for Ophidian and Hemoxymed will prepare a Merger
          Agreement, which shall contain customary representations
          and warranties, appropriate covenants and requirements
          for officers' certificates and opinions of counsel, along
          with all other provisions in accord with this letter,
          together with such further appropriate terms and conditions
          as legal counsel and the parties may mutually determine.
          The Merger Agreement shall be subject to the approval of
          the respective shareholders and Boards of Directors of
          Ophidian and Hemoxymed.

     12.  The terms set forth in this proposal constitute all of
          the major terms that will be included in the Merger
          Agreement.  The Merger Agreement will provide that it will
          be null and void, if the proposed transaction has not been
          closed by April 15, 2001, or such other date as the parties
          may mutually agree.

Sincerely,

HEMOXYMED, INC.

By:  /s/ Stephen K. Parks                         DATE:  January 29, 2001
   --------------------------------------
     Stephen K. Parks
     President & Chief Executive Officer

AGREED AND ACCEPTED:

OPHIDIAN PHARMACEUTICALS, INC.

By:  /s/ Peter Model                              DATE:  January 29, 2001
   --------------------------------------
     Dr. Peter Model
     Chairman, Ophidian Board of Directors