OFFER OF EMPLOYMENT

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                                                                    Exhibit 10.6

Light Sciences Oncology, Inc.

                       (LIGHT SCIENCES ONCOLOGY(TM) LOGO)

        34931 SE Douglas Street, Suite 200, Snoqualmie, Washington 98065

                             CONFIDENTIAL INFORMATION

September 21, 2005

Dear Jay,

I am very pleased to confirm our offer of employment with Light Sciences
Oncology, Inc. ("LSO"), commencing upon the first business day following the
closing of LSO's preferred stock financing. This letter sets forth the terms of
your employment.

1. Position and Reporting Relationships. Your job title will be C.O.O and you
will report to Llew Keltner. During your employment, you will devote your full
working time and attention to the business of LSO to the exclusion of all other
business activities and will not be employed (e.g., as an employee or
independent contractor) by any other business, without the prior approval of
LSO.

2. Compensation

     (a) You will receive an annual base salary of $325,000.00, subject to
     payroll withholding and deductions. The salary will be payable twice per
     month in accordance with LSO's standard payroll practices. Your base salary
     will be reviewed annually by the appropriate management of LSO.

     (b) LSO's management intends to recommend to the Board of Directors that it
     approve a performance bonus plan and a stock option plan. The details of
     the adopted plans as well as the eligibility and specifics of any awards to
     you will be communicated to you after action by the Board of Directors.

3. Benefits. You will be eligible to participate in LSO employee benefit
programs made available to all employees, subject to and in accordance with the
eligibility and other terms and conditions of the applicable programs. These
programs are currently expected to include health care coverage
(medical/dental/vision/prescription), short term and long term disability, group
life and accidental death benefit, travel insurance, flexible spending accounts
for health and dependent care expenses, Employee Assistance Program (EAP) and a
401(k) retirement savings plan. All benefits generally are effective upon your
date of hire with the exception of health coverage, which will be effective on
the first of the month following your date of hire and the flexible spending
account which requires enrollment. Your Light Sciences Corporation ("LSC")
health coverage will continue until