EXHIBIT
10.3

EMPLOYMENT OFFER LETTER TO
 MEGHAN FITZGERALD DATED
DECEMBER 13, 2005

Dear Meghan:

On behalf of Vion
Pharmaceuticals, Inc., I am very pleased to offer you the position of
Vice President, Chief Business Officer (or Chief Strategy and Marketing
Officer). We will jointly decide on the final title prior to your first
day. In this capacity, you will report directly to me. As agreed, your
first day of employment will be Tuesday, January  10,
2006.

Your base salary will be two hundred twenty-five thousand
dollars ($225,000.00) per annum. In addition, you will be eligible for
an annual bonus of up to 25% of base salary. Bonus determination
will be based on the achievement of both corporate and individual
milestones that will be agreed upon jointly by you and me. As a
full-time employee of Vion, you will be eligible for our standard
benefits package, a summary of which is attached.

You will be
eligible for grants under our Long Term Equity plan which today
consists of restricted stock. In that regard, we have agreed that you
will be granted one hundred forty thousand (140,000) shares of
restricted Vion Pharmaceuticals, Inc. common stock as of your first day
of employment. We have agreed that over the next two years, we will
grant to you one hundred sixty-six thousand (166,000) in 2007 and one
hundred ninety-four thousand (194,000) restricted shares in 2008. The
vesting period for the restricted shares granted under this plan will
be the earlier of December  31,  2008 or FDA approval for
Cloretazine, whichever comes first. Additional terms and conditions of
this restricted stock grant will be governed by an agreement consistent
with the Restricted Stock Grant Program.

We will provide you
with a signing bonus of $75,000 cash plus 20,000 additional shares of
restricted stock. The cash will be paid over five months as of the last
day of each month beginning January  2006. The restricted shares
will vest on April  30,  2006.

You will be entitled
to four weeks of vacation.

As of your first day of employment,
Vion will enter into an agreement with you pursuant to which you, as an
officer of the company, would be entitled to a lump sum severance if
your employment were terminated due to a ‘‘change in
control’’. Such a payment under these conditions would be
equal to the sum of 12 months of the officer’s monthly base
salary in effect at the time of the date of termination plus the
average of the last two cash bonus payments made to the officer prior
to the change in control. Under this situation, you would also be
entitled to all payments necessary to provide you with group health
insurance benefits substantially similar to those which you were
receiving immediately prior to the date of termination until the
earlier of 18 months after such termination or the date you had
obtained new full-time employment.

Consistent with the
Company’s policies and in accordance with the agreements signed
by all other Company employees, we would expect you to execute and be
bound by the terms of the Proprietary Information and Inventions
Agreement. Employment with the Company is at will. Any contrary
representations which may have been made to you are superseded by this
offer. If you accept this offer, the terms described in this letter and
in the Proprietary Information and Inventions Agreement shall be the
terms of your employment. Any additions or modifications of these terms
must be in writing and signed by yourself and the Chief Executive
Officer.









Meghan, we are very enthusiastic (and I
personally am ecstatic) about the prospect of having you join Vion,
which we believe to be one of the more exciting young oncology
companies in the pharmaceutical industry. We will succeed faster and
more surely if we can attract people of your quality and track record.
If you are in agreement with the terms and accept this offer, please
return a signed copy of this letter and the Proprietary Information and
Inventions Agreement to me in the envelope
provided.

Sincerely
yours,





	
	/s/
Alan Kessman
	Alan Kessman
	Chief
Executive
Officer
	










							
	Agreed
to this 14th day of December,
2005			by			/s/ Meghan
Fitzgerald
	 			 			Meghan
Fitzgerald