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                                                                    Exhibit 10.8
NEUROMEDICA(TM)
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                                                              Neuromedica, Inc.
                                                                 99 Erie Street
                                                            Cambridge, MA 02139
Nigel L. Webb, Ph.D.                                             (617) 492-9200
PRESIDENT AND CHIEF EXECUTIVE OFFICER                             FAX  492-9201

March 13, 1995

Dr. Matthews O. Bradley
---------------------------
---------------------------

Dear Matt:

I am pleased to confirm the terms of our offer to you as Vice President -
Development. In this capacity, you will report to the President and CEO, and you
will be responsible for clinical, toxicology, manufacturing, and regulatory
activities associated with the company's pharmaceutical compounds. It is
expected that you will work in close co-operation with the company's Chairman
and Chief Scientific Officer, Dr. Victor Shashoua. Both Victor and I believe
that you will play a valuable role in the development of our young company.

This new full-time position will be based in the
Philadelphia/Baltimore/Washington area, and you will initially work out of your
present home. The company is applying for funding of your salary at a rate of
$100,000 per annum. You will receive this salary if, when, and to the extent,
that the company receives a written commitment for such funding. Prior to such
funding approval, you will act as a consultant to the company, you will have the
status of an independent contractor to the company, you will not receive cash
compensation or employee benefits, and the company will not accrue any such
obligations on your behalf. Your salary rate as an employee will be increased to
$120,000 per annum, when the company has received, subsequent to the date of
your signing this agreement, cumulative funding commitments exceeding one
million dollars. Independently, your salary will be reviewed for merit increase
consideration upon each anniversary of your joining the company as an employee.

Following each fiscal year of completed service as an employee of the company,
you will be eligible to receive a cash bonus of up to thirty (30) per cent of
the salary paid to you during such fiscal year, depending upon the achievement
by you and/or the company of objectives to be set by the President of
Neuromedica prior to the beginning of such fiscal year. For the fiscal year
1996, you will have two bonus objectives: (1) the approval by the FDA of an IND
for the company's first product, Doprexin(TM), and (2) the reduction to practice
in animals of aN oral delivery system for Doprexin(TM). Successful completion of
each objective by 12.31.96 will attract 50% of thE potential bonus (i.e. 15% of
salary per objective fulfilled).

You will be allowed, within a 30 day period following your signature of this
letter and subject to the approval of the Board of Directors of Neuromedica
Inc., to purchase 13,000 (thirteen thousand) shares of the Common Stock of
Neuromedica at a price of $0.01 per share, subject to a

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company repurchase option (that permits vesting) and other provisions. Prior to
the time that you receive any salary from Neuromedica, you will act as a
full-time consultant to the company and will vest in this stock at a rate of 750
shares per completed month. Once you become an employee of the company and
receive salary, your vesting schedule will change and you will vest at the rate
of 200 shares per month during your employment period, until you are fully
vested or you leave the company, whichever occurs first.

If, at any time that you are a consultant to, or an employee of the company, the
company receives its first approval from the FDA for an IND, you will
immediately vest in 3,000 (three thousand) shares, or the balance of your
unvested shares, whichever is less. Upon your no longer acting as a consultant
to, or an employee of, the company, the company will be entitled to repurchase
any unvested shares from you at a price of $0.01 per share.

You will be reimbursed for business expenses consistent with company policy, and
will be entitled to receive employee benefits enjoyed by all officers of the
company.

This agreement is terminable upon 90 days prior written notice by yourself or
the company, and is contingent upon your signing and observing the terms of the
enclosed Employee and Consultant Confidentiality Agreement, the terms of which
shall survive the termination of this agreement.

This offer will expire on March 17, 1995. If you agree to and accept the terms
and conditions of this agreement, please so indicate by signing and returning
one copy of this letter to me by that time.

Sincerely yours,

/s/ Nigel L. Webb

Nigel L. Webb

cc:      Dr. Victor E. Shashoua

enc:

AGREED AND ACCEPTED:



/s/ Matthews O. Bradley                              3/14/95
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Matthews O. Bradley                                  Date


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NEUROMEDICA(TM)                                    EMPLOYEE/CONSULTANT AGREEMENT
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                EMPLOYEE AND CONSULTANT CONFIDENTIALITY AGREEMENT


         In consideration of my engagement, continued engagement and any future
engagement as an employee of or a consultant to Neuromedica, 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 or consulting engagement, any secret, proprietary or confidential
information of the Company, which I develop or obtain during any such term of
employment or consulting engagement, 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 any such term of employment or consulting
engagement, 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 period of any such term of
employment or consulting engagement 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
any such term of employment or consulting engagement. 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 any such term of
employment or consulting engagement. 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 engagement as a
consultant or employee, 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

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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 any such term of employment or consulting engagement,
all notes, notebooks, reports, charts, letters, records, plans, lists, tapes,
films, computer programs, data, graphics 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 any such consulting engagement or term of
employment with the Company, and for a period of one year after the termination
of such employment or consulting arrangement, directly or indirectly engage or
assist any other person to engage in any activity competitive with any business
or research or development activity conducted by the Company, 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 any such term of employment or consulting
engagement with the Company and for a period of one year after the termination
of such term, 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 or a consultant
to 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
agreements relating to my present and future employment by or consulting
agreements with the Company.

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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.

Dated as of:                                    3/14/95
                                                --------------------------------

Employee/consultant signature:                  /s/ Matthews O. Bradley
                                                --------------------------------

Employee/consultant name (block letters):       /s/ MATTHEWS O. BRADLEY
                                                --------------------------------

Social Security or Tax I.D. #:                  ___________
                                                --------------------------------

Witness signature:                              /s/ Jennifer Mitchell
                                                --------------------------------

Witness name (block letters):                   /s/ Jennifer Mitchell
                                                --------------------------------


Accepted by Neuromedica, Inc., for itself and on behalf of its affiliates:

Officer signature:                              /s/ N. L. Webb
                                                --------------------------------

Officer name (block letters):                   NIGEL L. WEBB
                                                --------------------------------

Title:                                          President and CEO
                                                --------------------------------

                                                                          031395




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