EXHIBIT
      10.2










September
      24, 2007





Louis
      Drapeau


8
      Whiting
      Court


Moraga,
      CA 94556





Dear
      Louis:





It
      is
      with great pleasure that InSite Vision Incorporated (“InSite Vision” or the
“Company”) offers you the position of Vice President and Chief Financial Officer
      reporting to S. Kumar Chandraskeran, Chairman of the Board and CEO. Your annual
      base salary will be $195,000.00, payable as $8,125.00 semi-monthly, less
      applicable deductions and withholdings, in accordance with InSite Vision’s
      normal payroll procedures. Generally, your salary will be reviewed annually,
      but
      the Company reserves the right to change your compensation from time to time
      on
      reasonable notice. You will also be eligible for additional compensation through
      an annual bonus incentive program. If you accept this offer of employment,
      your
      start date will be no later than Monday, October 1, 2007.





This
      position is part-time in nature at approximately thirty (30) hours per week.
      InSite Vision offers excellent health, dental and vision insurance plans. You
      will also be eligible for paid vacation, holidays, generous life and disability
      insurance programs, and a comprehensive 401(k) plan. These benefits may change
      from time to time, but you will receive those benefits applicable to employees
      in your job classification, unless we agree otherwise.





As
      a key
      member of the InSite Vision team, you will be awarded a stock option to purchase
      50,000 shares of the Company’s common stock pending the approval of the InSite
      Vision Board of Directors (the “Board”). The stock option will be exercisable at
      a price reflecting fair market value as determined by the Board at the date
      of
      grant. The option will be contingent upon you executing InSite Vision’s standard
      stock option agreement. So long as you continue in service with InSite Vision,
      the option will vest over a four (4) year period.





You
      will
      also be eligible to purchase shares of InSite Vision’s common stock at a
      discount through the Employee Stock Purchase Plan (the “Plan”). You may begin
      participation in the Plan on the start date of any purchase period following
      your completion of six (6) months of continuous service with the
      Company.





Employment
      with InSite Vision is for no specific period of time. As a result, either you
      or
      the Company are free to terminate your employment relationship at any time
      for
      any reason, with or without cause. This is the full and complete agreement
      between us on this term. Although your job duties, title, compensation and
      benefits, as well as InSite Vision's personnel policies and procedures, may
      change from time-to-time, the "at-will" nature of your employment may only
      be
      changed in an express writing signed by you and the President of the
      Company.





Page
      2


Employment
      Offer Letter - Drapeau, Louis




As
      an
      exempt professional employee, you are required to exercise your specialized
      learning, training, expertise, and independent judgment and discretion to
      provide high-quality professional services. You are required to follow office
      policies and procedures adopted from time to time by the Company, and to take
      such general direction as you may be given from time to time by your
      superiors.





Your
      employment pursuant to this offer letter is contingent on the following: (1)
      the
      completion of your employment background check and the Company’s satisfaction
      with the results; (2) your ability to provide the Company with legally-required
      proof of your identity and authorization to work in the United States; (3)
      your
      signing of the enclosed Proprietary Information and Inventions
      Agreement.





We
      feel
      the skills, abilities, and experience that you bring to InSite Vision will
      be a
      valuable addition to our team. In return, I am confident that we can provide
      you
      the challenge, opportunity, and rewards you desire. If we may be of assistance
      to you in any matter concerning this offer, please do not hesitate to call
      me.





This
      letter, the Proprietary Information and Inventions Agreement and any stock
      option purchase agreement between you and InSite Vision set forth the terms
      of
      your employment with us and supersede any prior representations or agreements,
      whether written or oral. A duplicate original of this offer is enclosed for
      your
      records. To accept this offer, please sign and return this letter and the
      executed Proprietary Information and Inventions Agreement to Human Resources.
      If
      we do not hear from you, this offer of employment will automatically expire
      on
      Wednesday, September 26, 2007.





Sincerely,





INSITE
      VISION INCORPORATED








/s/
      S.
      Kumar Chandrasekaran





S.
      Kumar
      Chandrasekaran, Ph.D.


Chairman
      of the Board and CEO








Enclosures











AGREED
      AND


ACCEPTED:   DATE:








EMPLOYMENT
      START DATE: