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                                                                   Exhibit 10.10

PROTARGA, INC.
                                                         NIGEL L. WEBB, PHD
                                                         PRESIDENT, CHAIRMAN AND
                                                         CHIEF EXECUTIVE OFFICER
                                                         nigel.webb@protarga.com

October 23, 2001

Lee P. Schacter, MD, PhD
---------------------------
---------------------------

Dear Dr. Schacter:

         I am pleased to confirm the terms of an offer by Protarga, Inc.
("Protarga" or "Company") to you for the position of Senior Vice President,
Clinical Development. In this capacity, you will report to the Company's
President, and you will have the responsibilities listed on the attached job
description (Exhibit A). This position will be based in the greater Philadelphia
area, initially at the Company's King of Prussia location.

         This position is offered at an initial salary of $8,334 (eight thousand
three hundred thirty four) per month, based on your employment for this position
for 50% of your business time. Effective February 1, 2002, you will be employed
for 75% of your business time, and your salary will be adjusted to a rate of
$12,500 (twelve thousand five hundred dollars) per month. It is understood that
your other activities during this period of part-time employment will be limited
to the provision of consulting services to Boston Life Sciences.

         On July 1, 2002 (or earlier, if you so elect) you will become a
full-time employee of Protarga and your salary will be adjusted to a rate of
$16,667 (sixteen thousand six hundred sixty seven dollars) per month. Upon
becoming a full-time employee of Protarga, you will be eligible to receive an
annual bonus opportunity of up to 30% of your salary in effect at the end of
such calendar year (adjusted prorata for a partial year of full employment). For
2002, you will be eligible for an additional bonus opportunity of 15% of your
salary, based on the Company commencing a Phase III clinical study. Your salary
will be reviewed for merit increase consideration in July 2003, and annually
thereafter.

         Upon joining the Company, you will receive an option to acquire five
thousand (5,000) shares of the Company's common stock exercisable at $80 (eighty
dollars) per share, subject to Board approval, the terms of the Company's Stock
Option Plan, the following vesting schedule, and your being an employee of the
Company when these events occur:
     o   3,750 of these shares will vest at the rate of 40 shares per month
         while you are a part-time employee, and 80 shares per month once you
         become a full-time employee;
     o 1,250 shares will vest upon the Company's submission of an NDA to the
FDA. On July 1, 2003 and annually thereafter, you will be eligible for
consideration to receive grants of additional stock options pursuant to the
Company's Stock Option Policy then in effect, and subject to your being an
employee of the Company at that time.

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         Upon becoming a full-time employee, you will be eligible for
participation in the Company's health insurance plan and other benefit programs
afforded to full-time employees, such as the Company's 401(k) and disability
plans. You will then also begin to accrue paid vacation on a monthly basis at
the rate of three (3) weeks per year, but such vacation time can not be carried
over to subsequent years.

         Prior to your becoming a full-time employee, you or the Company may
terminate this agreement upon 30 days prior written notice, without the payment
of any additional consideration beyond that earned through the date of
termination. In the event that, following your completion of one year of service
as a full-time employee, you are terminated without cause as defined by the
Company, you will receive six equal monthly severance payments totaling one half
of your then effective annual salary.

         Should you accept this offer, your employment will be of an at-will
nature. Either you or Protarga may terminate your employment at any time with or
without cause, with or without notice. No representative of the Company other
than its President in writing has any authority to enter into any agreement with
you for employment for any specified period or any agreement contrary to the
foregoing.

         This offer is contingent upon your accepting, signing and complying
with the terms of the enclosed Job Description and Employee Confidentiality
Agreement, which will become effective as of the date of your accepting this
offer. The Company has made no commitments to you other than those contained in
this letter, which is a contract made under, construed in accordance with, and
governed by Pennsylvania law without regard to conflict of laws principles. The
federal and state courts situated in Montgomery County, Pennsylvania shall have
jurisdiction to hear any dispute related in any way to this letter or your
employment by the Company, and you hereby consent to such jurisdiction. In the
event that there is a conflict between the terms and conditions of this
agreement and those in any other agreement you have entered, the terms and
conditions of this agreement shall govern.

         If you have any questions concerning this offer, please contact me. We
look forward to your joining Protarga. I believe the position will be a
challenging, exciting, and rewarding one for you, and I look forward to working
with you. If you agree to and accept the terms and conditions of this letter,
please so indicate by signing and returning one copy of this letter and the
attached confidentiality agreement (Exhibit B).

Sincerely yours,

/s/ N. L. Webb

Nigel L. Webb, PhD

         I have read and understand this letter, and accept the offer of
employment on the terms and conditions described therein. I acknowledge receipt
of a copy of this letter.
/s/ Lee P. Schacter                ___________                   23 OCTOBER 2001
-------------------------------    ----------------------        ---------------
Lee P. Schacter                    Social Security Number        Date

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JOB DESCRIPTION (EXHIBIT A)

Position:                  Senior Vice President, Clinical Development

Status:                    Salaried/Exempt

Reports to:                President

Direct Reports
     1.  Vice President, Clinical Development
     2.  Vice President, Clinical Operations
     3.  Executive Assistant

Key Relationships
     1.  Senior Vice President, Research and Development
     2.  Senior Vice-President, Finance
     3.  Oncology Advisory Board

Key Responsibilities
     1.  Manage all aspects of the Company's clinical programs.
     2.  Play a key role in the Company's drug development decisions.
     3.  Act as the Company's designated medical director.
     4.  Develop and implement strategies for clinical development and
           registration activities.
     5.  Design and negotiate clinical study protocols.
     6.  Recruit medical institutions and key opinion leaders.
     7.  Appoint and monitor contract research organizations.
     8.  Conduct special projects as requested by the Company's President.


I have read, understand and accept this Job Description, of which I have
received a copy.



/s/ Lee P. Schacter                                  23 October 2001
------------------------------------                 ------------------
Lee P. Schacter, MD, PhD                             Date

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                 EMPLOYEE CONFIDENTIALITY AGREEMENT (EXHIBIT B)
In consideration of my employment and continued employment by Protarga, Inc. or
one of its affiliates (hereinafter collectively referred to as the "Company"), I
hereby agree as follows:

(a) I will not disclose or use at any time without prior written consent of the
Company, either during or subsequent to any such term of employment, any secret,
proprietary or confidential information of the Company, which I develop or
obtain during any such term of employment, or any secret, proprietary or
confidential information of any other person that I may receive in connection
with my duties to the Company, except as may be required in my duties to the
Company, provided, however, that upon the termination of such employment,
secret, proprietary or confidential information shall not include (i) any
information which is commonly known or enters into the public domain through no
fault of mine or (ii) any information received from a third party without an
obligation of confidentiality. I understand that the foregoing limitations will
apply to publication of the results of my work, and that no such publication
shall be made without prior written authorization from the Company.

(b) Any and all inventions, discoveries and improvements conceived or made by
me, alone or with others, during the term of employment that (i) relate to the
business or activities of the Company or (ii) are conceived or developed as a
result of my work for the Company, whether as an employee or a consultant, shall
belong to the Company, whether or not reduced to writing or practice during the
period of employment. I will keep notes of and promptly disclose to the Company
in writing all such inventions, discoveries and improvements, but my failure to
keep such notes or to make such disclosure to the Company shall not adversely
affect the Company's rights to such inventions, discoveries and improvements.
Without further consideration, I will assign to the Company or its nominee all
of my rights and interest in any such inventions, discoveries and improvements,
and will, upon request by the Company or its nominee, and at its expense, assist
the Company or its nominee in any proper way to apply for and obtain for the
Company or its nominee patents of the United States or any foreign country or to
protect otherwise and keep protected the interest of the Company or its nominee
in any inventions, discoveries and improvements, conceived or made by me during
the period of employment. My obligations under this paragraph shall be binding
on my assigns, executors, administrators or other legal representatives to the
extent that any of them can fulfill those left unfulfilled by me.

(c) All copyrightable work by me, in connection with my employment, is intended
to be "work made for hire" as that term is defined in Section 101 of the
Copyright Act of 1976, and shall be the property of the Company. If the
copyright to such copyrightable work shall not be the property of the Company by
operation of law, I will, without further consideration, assign to the Company
all right, title and interest in such copyrightable work and will assist the
Company and its nominees in every proper way, entirely at the Company's expense,
to secure, maintain and defend for the Company's own benefit copyrights and any
extensions and renewals thereof in any and all countries, such work to be and to
remain the property of the Company whether copyrighted or not. Notwithstanding
the other provisions of this paragraph, any work of fiction written by me, that
does not contain information from or about the Company, shall not become the
property of the Company.

(d) I will not remove any Company property from the Company's premises without
written authorization from the Company, except as may be required in my duties
to the Company. I will deliver to the Company upon request, and in any event
upon termination of employment, all notes, notebooks, reports, charts, letters,
records, plans, lists, tapes, films, computer programs, data, graphics

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and all other material of a secret, proprietary or confidential nature,
including copies, that relate to the Company's business and are in my possession
or control.

(e) I will not during my employment with the Company, and for a period of one
year after the termination of such employment, directly or indirectly engage or
assist any other person to engage in any activity competitive with Protarga's
TARGACEUTICAL(TM) products or drug delivery technology, other than as the holder
of not more than one percent (1%) of the total outstanding capital stock of a
publicly held Company.

(f) I will not during my employment with the Company and for a period of one
year after the termination of such employment, cause or attempt to cause any
employee or consultant of the Company to cease to be employed by or to cease to
make his services available to the Company.

(g) I agree that a violation of this agreement by me would cause irreparable
damage to the Company and that in the event of a violation by me the Company
shall have, in addition to any and all claims for monetary damages, the right to
a temporary restraining order, preliminary injunction, permanent injunction,
order of specific performance and other equitable relief to prevent the
violation of my obligations under this agreement.

(h) I represent that my performance as an employee of the Company will not
violate any agreement by which I am bound, including without limitation any
noncompetition agreement or agreement to keep in confidence proprietary
information of any other person, and I agree that I will continue to comply with
all such agreements.

(i) This agreement shall inure to the benefit of the Company and any other
person or entity that acquires all or a substantial portion of the business and
assets of the Company.

(j) If any provision of this agreement shall be found to be invalid or
unenforceable for any reason, such invalidity or unenforceability shall not
affect any other provision hereof.

(k) This agreement is intended to supplement all present and future
confidentiality agreements relating to my present and future employment by or
consulting agreements with the Company. This agreement shall not be deemed to be
superseded by any such present or future agreement unless a future agreement so
states, with express reference to this agreement; and in the case of any
conflict between the provisions of this agreement and the provisions of any
future agreement, all provisions of this agreement shall continue in effect
except that those in direct conflict shall be deemed superseded to the limited
extent necessary to reconcile such conflict.

(l) This agreement and any disputes related hereto shall be governed by
Pennsylvania law without regard to conflict of laws principles. The federal and
state courts situated in Montgomery County, Pennsylvania shall have jurisdiction
to hear any dispute hereunder, and I hereby consent to such jurisdiction and to
personal service by mail delivery to the Secretary of State of Pennsylvania.

I have read, understand and accept the above terms and conditions. I acknowledge
receipt of a copy of this Employee Confidentiality Agreement.

/s/ Lee P. Schacter                ___________                 23 OCTOBER 2001
-----------------------------      ----------------------      -----------------
Lee P. Schacter, MD, PhD           Social Security Number      Date