PHOTOGEN TECHNOLOGIES INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>3
<FILENAME>a2043764zex-10_12.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>

<PAGE>

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the 1st
day of August, 2000, by and between Photogen Technologies, Inc., a Nevada
corporation ("Company"), and Brooks Boveroux ("Executive").

                                   RECITALS

      A. Executive has experience as chief financial officer various entities in
the biotechnology and pharmaceutical field and other experience relevant to
acting as the chief financial officer of the Company; and

      B. The Company desires to employ Executive as Senior Vice
President-Finance and Chief Financial Officer of the Company and Executive
agrees to serve in that capacity subject to the terms of this Agreement.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the mutual promises herein and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:

      1.    Definitions.  The following terms have the meanings set forth below:

      (a)   "Competitive Business" means engaging in the management, research,
            development, sale, lease, marketing, financing or distribution of
            technology, products or services competitive with the Company's
            products or services in the Field anywhere in the world.

      (b)   "Confidential Information" means, subject to 1(b)(ii) below, any and
            all non-public information that has or could have value or utility
            to the Company or any of its affiliates, whether or not reduced to
            written or other tangible form and all copies thereof, relating to
            the Company's or its affiliates' private or proprietary matters,
            confidential matters or trade secrets (including information
            developed by or at the direction of Executive). For purposes of
            illustration, Confidential Information may be contained in various
            media, including, without limitation, records of research data and
            observations, records and results of preclinical and clinical
            trials, patent applications, regulatory filings, computer programs,
            manuals, plans, drawings, designs, specifications, supply and
            customer lists, internal financial data and other documents and
            records of the Company or its affiliates, whether or not labeled or
            identified as "Confidential."

            (i) Confidential Information includes, but is not limited to, the
      following: (A) the Company's Technical Information; (B) except to the
      extent publicly disclosed without any fault directly or indirectly of
      Executive, information relating to the


<PAGE>

      Company's Patents; (C) business information, such as information
      concerning any products, customers, suppliers, production, developments,
      costs, purchasing, pricing, profits, markets, sales, accounts, customers,
      financing, acquisitions, strategic alliances or collaborations,
      expansions; and (D) other information relating to the Company's or any of
      its affiliates' business practices, strategies or policies.

            (ii) Confidential Information does not include information that is
      or becomes generally known to the public or in the industry without any
      fault directly or indirectly of Executive, or information in which the
      Company ceases to have a legally protectable interest.

      (c)   "Developments" means any and all Patents and Technical Information
            that during the Term of this Agreement and for twelve (12) months
            after termination (regardless of the reason for termination),
            Executive conceives, reduces to practice, discovers or makes, alone
            or with others (i) by use of the Company's equipment, facilities,
            Confidential Information, Technical Information, Research Materials
            or other intellectual property, through a research project sponsored
            or funded by the Company or otherwise; or (ii) which are directly or
            indirectly related to or result from Duties.

      (d)   "Field" means the use of electromagnetic energy (including light
            generated by ultra fast lasers or other sources, x-rays and other
            sources of radiation), alone or in combination with photoactive
            compounds or targeting agents, to treat, diagnose or image human or
            animal tissue and/or disease (including, without limitation, cancer
            and pre-cancerous conditions) and any other research, development or
            business activity the Company engages in during the term of this
            Agreement or plans to engage in within 12 months after termination
            hereof (as demonstrated by competent written evidence).

      (e)   "Patents" means patents, patent applications, and patent
            disclosures, together with all reissuances, continuations,
            continuations-in-part, revisions, extensions, and reexaminations
            thereof.

      (f)   "Research Materials" means and includes, without limitation,
            photoactive compounds, targeting agents, lasers, proprietary
            software and other materials provided to or used by any of the
            Company's employees, agents or consultants.

      (g)   "Technical Information" means technical information or other
            intellectual property (whether or not subject to patent or other
            registration with any governmental office), including research and
            development, methods, trade secrets, know-how, formulas,
            compositions, protocols, processes and techniques, discoveries,
            machines, inventions, ideas, computer programs (including software


                                     -2-

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            and data used in all such programs), drawings, and specifications,
            including information relating to Patents.

      2.    Duties.

      (a)   During the Term of this Agreement, Executive shall use his best
            efforts and devote his full working time and attention to
            competently and faithfully promote the Company's best interests,
            develop the Company's products and perform all duties of a chief
            financial officer, and he shall accept all reasonable
            responsibilities incidental to such position, and he shall perform
            such other reasonable duties as may be set forth in the Bylaws for
            the chief financial officer or assigned to him by the Chief
            Executive Officer or the Board of Directors of the Company, to whom
            and to which he shall report regularly ("Duties").

      (b)   Executive may perform the Duties from a site in the Philadelphia
            area which will be designated corporate headquarters. The Executive
            shall travel from time to the Company's Boston, Massachusetts and
            Knoxville, Tennessee offices and elsewhere as may be necessary to
            properly and fully perform his duties.

      3.    Compensation.

      (a)   Company shall pay Executive an annual base salary of $215,000.00,
            payable in monthly installments of $17,916.66, in accordance with
            normal Company payroll procedures and subject to deductions and
            withholdings required by law or by agreement with Executive ("Base
            Salary"). The Base Salary shall be reviewed annually by the Board of
            Directors or an appropriate committee of the Board for increase
            based on performance in the sole discretion of the Board of
            Directors or an appropriate committee of the Board; provided,
            however, that the Base Salary shall be increased on each annual
            anniversary date of this Agreement to reflect any increase in the
            Consumer Price Index published by the United States Department of
            Labor for the Princeton area for the previous year. The Base Salary
            shall not be lowered from the previous year during the Term. Company
            will reimburse Executive for reasonable and necessary business
            expenses in accordance with the Company's policies.

      (b)   The Board of Directors or an appropriate committee of the Board
            shall review Executive's performance each year for purposes of
            paying a bonus, which determination shall be in the sole discretion
            of the Board of Directors or an appropriate committee; provided,
            however, that a bonus shall be payable at the first anniversary of
            this Agreement for the prior year's service in the amount of at
            least $32,250.


                                     -3-

<PAGE>

      (c)   Concurrently with the execution of this Agreement, Company and
            Executive will execute an Incentive Stock Option Award Agreement
            ("Award Agreement") providing for the Company to grant Executive a
            total of 1,000,000 options to acquire Company common stock, pursuant
            to Company's Senior Executive Long Term Incentive Compensation Plan.
            The options will vest in accordance with and in all other respects
            be subject to the provisions of the Award Agreement and the Plan,
            copies of which are attached as Exhibits A and B hereto.

      (d)   Executive will be eligible to participate in and receive benefits
            provided under Company's insurance and benefit plans as set forth on
            Exhibit C, in accordance with their respective provisions.

      (e)   The following terms are defined for purposes of this paragraph:

            (i) "Business Combination" means a transaction described in Sections
      2(g)(i) or 2(g)(iii) of the Senior Executive Long Term Incentive
      Compensation Plan, including clauses A, B and C of Section 2(g)(iii).

            (ii) "Option Value" means the spread between the option exercise
      price per share and the fair market value per share of the Company's
      Common Stock subject to options pursuant to Executive's Award Agreement as
      of the date of the closing of a Business Combination, multiplied by the
      number of shares subject to vested options pursuant to the Award
      Agreement.

            If the Company engages in a Business Combination approved by the
Board of Directors during the Term or within 24 months after the termination of
the Term, the Company will pay Executive a "Special Bonus" equal to 0.3% of the
aggregate consideration paid by the buyer if any Business Combination closes
during the first year of the Agreement, 0.6% of such consideration if the
Business Combination closes during the second year of the Agreement, or 0.9% of
such consideration if the Business Combination closes during the third or
subsequent year of the Agreement or within 24 months after the termination of
the Term; provided, however, that the amount of the Special Bonus shall not
exceed $3,600,000 and the Special Bonus shall be reduced dollar for dollar by
the Option Value. Notwithstanding anything to the contrary, under no
circumstances will any Special Bonus be due or payable if the Option Value
equals or exceeds $3,600,000 as of the closing of the Business Combination. The
Special Bonus will be payable to Executive in cash in a lump sum by the end of
the day of the closing of a Business Combination pursuant to the terms and
conditions of this paragraph. The fair market value of Common Stock subject to
Executive's Award Agreement and the value of any non-cash consideration received
in a Business Combination shall be determined by the Company's Board of
Directors in good faith based upon the opinion or advice of independent outside
experts. Executive shall not be entitled to vote as a director (but he may
participate in Board meetings and may be counted towards a quorum) in connection
with any Business Combination pursuant to which he would receive a Special
Bonus.

                                     -4-

<PAGE>

      4. Covenants and Representations. Executive represents and warrants to,
and covenants with, the Company as follows:

      (a)   During the Term, Executive will render his services only to the
            Company and will not without the written consent of the Board of
            Directors enter into any other agreement, arrangement,
            understanding, or other relationship pursuant to which Executive is
            obligated to render advice and services or to devote his time and
            attention during working hours to any third party.

      (b)   Executive is under no contractual or other obligation or restriction
            which is inconsistent with Executive's obligations under this
            Agreement or the performance of the Executive Services. Executive's
            pre-existing relationships with governmental, commercial,
            educational or other institutions are listed in Exhibit D. Executive
            has terminated all employment, consulting and similar affiliations
            and relationships with the persons or entities listed on Exhibit D.

      (c)   Except as described in Exhibit E hereto, the performance of the
            Duties does not and will not breach any agreement which obligates
            Executive to keep in confidence any confidential or proprietary
            information of any third party or to refrain from competing,
            directly or indirectly, with the business of any third party.
            Executive shall not disclose to Company or use in providing Duties
            hereunder any confidential or proprietary information of any third
            party. All Developments of Executive will be free and clear of any
            valid claim or encumbrance by any third party. Executive owns no
            items of intellectual property in the Field that are not subject to
            paragraph 5, below

      (d)   In performing the Duties, Executive shall comply with all legal and
            regulatory requirements established by the Securities and Exchange
            Commission, Food & Drug Administration and all other applicable
            governmental authorities.

      5. Ownership of Developments

      (a)   Executive hereby assigns and transfers to the Company all of
            Executive's right, title and interest in and to all Developments for
            the Company's ownership and use without restriction or additional
            compensation. Executive agrees to sign and deliver to the Company
            (during and after the Term) other documents the Company considers
            necessary or desirable to evidence its ownership of Developments.
            All copyrightable works that are Developments, whether or not works
            made for hire (as defined in 17 U.S.C.ss.101), shall be owned by the
            Company and it may file and own the same as the author throughout
            the world. If the Company is unable after reasonable efforts to
            secure Executive's signature on any document necessary or desirable
            to apply for, prosecute, obtain, or enforce any patent, trademark,
            service mark, copyright, or other right or protection relating to
            any Development,


                                     -5-

<PAGE>

            Executive hereby irrevocably designates and appoints the Company and
            each of its duly authorized officers and agents, as Executive's
            agent and attorney-in-fact to act for and in Executive's behalf,
            name and stead to execute and file any such document and to do all
            other lawfully permitted acts to further the prosecution, issuance,
            and enforcement of patents, trademarks, service marks, copyrights,
            or other rights or protections with the same force and effect as if
            personally executed and delivered by Executive. Executive agrees
            that this power of attorney is irrevocable and is coupled with an
            interest and thereby survives Executive's death or disability.

      (b)   Executive shall keep and maintain complete written records of all
            Developments and Technical Information done or carried out by
            Executive. Executive agrees to promptly and fully disclose in
            writing to the Company's Board of Directors, all Developments and
            Technical Information. These records shall be works made for hire,
            and shall remain the exclusive property of Company. Executive may
            keep one copy of these records in Executive's files during the Term
            of this Agreement solely for reference purposes; however, all
            originals of such records shall be turned over to the Company
            promptly and regularly and no less frequently than monthly.

      6. Confidentiality.

      (a)   The Company has developed and will develop Confidential Information
            over a substantial period of time and at substantial expense. The
            Confidential Information is of great importance to the Company's
            business. During the Term, Executive may develop, become aware of,
            or have access to the Confidential Information. Executive
            acknowledges the Company is and shall at all times remain the sole
            owner of the Confidential Information.

      (b)   During the Term and at all times thereafter, Executive will hold in
            trust, keep confidential and not disclose, directly or indirectly,
            to any third parties or make any use of Confidential Information for
            any purpose except for the benefit of the Company in the performance
            of the Duties, and then only in a manner consistent with the
            Company's instructions. Upon termination of the Term (regardless of
            the reason for termination), Executive will immediately return to
            the Company all tangible Confidential Information and any other
            material made or derived from Confidential Information, including
            information stored in electronic format and handwritten notes, which
            are in Executive's possession or control or which Executive
            delivered to others. Executive may disclose the Confidential
            Information if required by law to do so or by subpoena or other
            order of a court of competent jurisdiction, provided that in either
            case, reasonable advance notice is given to the Company before any
            such disclosure is made and Executive cooperates with the Company to
            obtain confidential protection.


                                     -6-

<PAGE>

      (c)   During the Term and thereafter, Executive shall exercise all
            commercially reasonable precautions to physically protect the
            integrity and confidentiality of the Confidential Information.
            Except to the extent necessary to perform his duties, Executive will
            not remove any Confidential Information or copies thereof from the
            Company's premises or the other places Executive is authorized to
            perform the Duties.

      (d)   Executive will comply with Company's policies concerning publication
            with respect to his work for the Company.

      7. Noncompetition; Nonsolicitation. During the Term, and for 24 months
after termination of the Term (regardless of the reason for termination),
Executive agrees not to, directly or indirectly, (i) own (except as owner of 2%
or less of stock of a publicly registered and traded entity), manage, control,
participate in, consult with, be employed by, render services for, any person or
entity engaged in a Competitive Business or in any manner or in any capacity
engage in any Competitive Business, (ii) solicit, induce or attempt to influence
any other person or entity to engage in any Competitive Business or to curtail
or cease any business or employment relationship with the Company, its
affiliates, employees or independent contractors, or (iii) disparage the
Company, its affiliates, employees, independent contractors or its or their
services or products. During such period, the Company will not disparage the
Executive and will use its best efforts to cause it affiliates, directors,
officers, employees, or independent contractors to refrain from disparaging
Executive.

      8.    Term and Termination.

      (a)   Unless terminated earlier pursuant to paragraph 8(b) below, this
            Agreement shall be in effect for an initial term of three years
            beginning on the effective date hereof (the "Initial Term"). This
            Agreement may be renewed for successive renewal terms of one year
            (the "Renewal Terms") upon the mutual written agreement of the
            parties prior to the beginning of any Renewal Term. The Initial Term
            and any Subsequent Renewal Terms are collectively referred to as the
            "Term."

      (b)   This Agreement and Executive's employment by the Company may be
            terminated before the expiration of any Term as follows:

            (i) By the Company in the following events (terminations under (1)
      and (2) below are deemed "for cause"):

                  (1)   Executive commits a material breach of this Agreement
                        where such breach, if curable, is not remedied to the
                        Company's reasonable satisfaction within thirty (30)
                        days after written notice


                                     -7-

<PAGE>

                        to Executive (and termination shall be effective as of
                        the end of such 30-day period); or

                  (2)   Executive is convicted (or pleads guilty or no contest)
                        for committing an act of fraud, embezzlement, theft or
                        another act constituting a felony or moral turpitude
                        (and termination shall be effective upon written notice
                        to Executive); or

                  (3)   Executive dies or becomes mentally or physically
                        disabled such that Executive cannot, in the opinion of
                        an independent physician selected by the Company,
                        perform his duties (with reasonable accommodation to the
                        extent required by law) for a period of the next 12
                        consecutive months (and termination shall be effective
                        on the date Executive dies or 30 days after the Company
                        gives written notice that the Company has determined he
                        is disabled under the foregoing criteria);

                  in which case: (A) the Company shall pay Executive his Base
                  Salary and any other amounts required by applicable law to be
                  paid through the effective date of termination but the Company
                  shall have no other obligations under this Agreement as of the
                  effective date of the termination, and (B) the Company shall
                  permit Executive or his beneficiary to exercise vested options
                  to acquire Company stock in accordance with and subject to the
                  Award Agreement.

            (ii) By Executive, provided Executive shall give the Company at
      least ninety (90) days prior written notice thereof (and termination shall
      be effective as of the end of such 90-day or longer period); in which case
      (A) the Company shall pay Executive his Base Salary and any other amounts
      required by applicable law to be paid through the effective date of
      termination but the Company shall have no other obligations under this
      Agreement as of the effective date of the termination, and (B) the Company
      shall permit Executive to exercise vested options to acquire Company stock
      in accordance with and subject to the Award Agreement.

            (iii) By the Company at any time and for any reason other than as
      set forth in paragraphs 8(b)(i)(1), 8(b)(i)(2) or 8(b)(i)(3), in which
      case the Company shall pay Executive a severance payment in 12 monthly
      installments totaling his then current annual Base Salary, and the Company
      shall permit Executive to exercise vested options to acquire Company stock
      in accordance with and subject to the Award Agreement. A significant
      reduction in Duties or his reporting responsibilities to the Board of
      Directors shall be deemed a termination for reasons other than as set
      forth in paragraphs 8(b)(i)(1), 8(b)(i)(2) or 8(b)(i)(3).


                                     -8-

<PAGE>

      (c)   Notwithstanding anything to the contrary, the obligations under this
            Agreement which by their terms survive termination, including,
            without limitation, the applicable Developments, Confidentiality,
            Noncompetition, and Nonsolicitation provisions of this Agreement as
            set forth in paragraphs 5, 6 and 7 hereof, shall survive
            termination; and the representations and warranties, including
            without limitation the provisions of paragraph 4 hereof, shall
            survive termination. Upon termination, Executive shall return
            immediately to the Company all property belonging to the Company.

      9.    Miscellaneous.

      (a)   This Agreement and the rights and obligations hereunder may not be
            assigned, delegated or transferred by Executive without the prior
            written consent of the Company. The Company may assign this
            Agreement to an affiliate of the Company or to an acquirer or
            successor in connection with the merger, consolidation, or sale of
            all or substantially all of its assets or business, and this
            Agreement shall inure to the benefit of the Company's assignee;
            provided, however, that the Company shall continue to be obligated
            hereunder.

      (b)   This Agreement may not be amended or modified, or any provision
            hereof waived, except by a written instrument duly signed by both
            parties contemporaneously or after the date of this Agreement. This
            Agreement (together with its exhibits) constitutes the entire
            agreement between the parties concerning the subject matter hereof
            and thereof, and supersedes all prior written or oral negotiations,
            representations and agreements concerning such subject matter which
            prior matters shall not be binding on the parties.

      (c)   Executive acknowledges that a breach of paragraphs 5, 6 or 7 would
            cause the Company and its affiliates irreparable harm. Accordingly,
            in the event of a breach or threatened breach by Executive of any of
            the provisions of paragraphs 5, 6 or 7, Executive agrees that the
            Company shall be entitled to seek injunctive relief restraining
            Executive and any individual or entity from participating in such
            breach or threatened breach or an order compelling compliance with
            this Agreement. Nothing herein shall be construed as prohibiting the
            Company from pursuing any other remedies available at law or in
            equity for any breach or threatened breach of this Agreement.

      (d)   Any waiver of a breach of any provision of this Agreement shall not
            operate as a waiver of any other breach of such provision or any
            other provision, nor shall any failure to enforce any provision
            hereof operate as a waiver of such provision or of any other
            provision.


                                     -9-

<PAGE>

      (e)   If any provision of this Agreement is deemed in a final order by a
            court of competent jurisdiction to be unenforceable or invalid, the
            enforceability and validity of all other provisions shall not be
            affected and that court shall modify the unenforceable or invalid
            provision to the extent necessary to render it enforceable and valid
            and that provision shall be enforced as modified. Executive agrees
            that the time period and scope of the covenants in paragraphs 5, 6
            and 7 of this Agreement are reasonable and appropriate under the
            circumstances of the Company's business and Executive's
            executive-level position with the Company. This Agreement shall be
            governed by the internal laws of the State of Nevada without regard
            to its conflict of laws provisions.

                            [Signature page follows]


                                      -10-
<PAGE>

            IN WITNESS WHEREOF, Executive and the President of the Company have
signed this Agreement as of the Effective Date.


COMPANY

Photogen Technologies, Inc.


By: /s/ Taffy J. Williams
   --------------------------------------------------
      Taffy J. Williams, Ph.D., President
      and Chief Executive Officer

Address: 7327 Oak Ridge Highway
         Suite B
         Knoxville, TN  37931
         Telephone:  423/769-4011
         Telecopier:  423/769-4013
         E-mail: williams@photogen.com


Executive




By: /s/ Brooks Boveroux
   ---------------------------------------------
      Brooks Boveroux

Address: 649 Prospect Avenue
         Princeton, NJ 08540
         Telephone: 609/497-2334
         Telecopier: 609/497-0166
         E-mail: bboveroux@aol.com or
                 -----------------
                  boveroux@photogen.com


                                     -11-
<PAGE>

                                   EXHIBITS

1.    Award Agreement
2.    Senior Executive Long Term Incentive Compensation Plan
3.    Benefits
4.    Executive's Preexisting Relationships
5.    Exceptions to Executive's Duties


                                     -12-
<PAGE>

                                                                       Exhibit C

                  Photogen Technologies, Inc. and Subsidiaries
                            Employee Benefit Programs


As of July 1, 2000, employee benefits offered are:

(1)   Participation in the company sponsored 401(k) plan. There is no company
      matching. The plan is with Transamerica Asset Management and employees may
      begin participating immediately upon employment. Employee salary
      reductions are limited to the lessor of 15% of compensation (by the plan)
      and $10,500 annually (by law).

(2)   Coverage by company paid group medical coverage. This coverage is
      currently with Principal Mutual Insurance, but the company is constantly
      reviewing and comparing coverage with other plans. Current coverage
      includes not only medical coverage but also dental and life insurance of
      $25,000.

(3)   Paid vacation for 4 weeks.


<PAGE>

                                                                       Exhibit D

                    Executive's Pre-existing Relationships

      o     Member of the Advisory Board of World Water Corporation.

      o     See Executive's resume (attached) for other prior relationships.


<PAGE>

                                                                       Exhibit E

                 Exceptions to Performance of Executive's Duties

                                      None.
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</DOCUMENT>
