EXHIBIT 10.8

                      [PAIN THERAPEUTICS, INC. LETTERHEAD]

                                                                January 31, 2002



David Johnson
Pain Therapeutics, Inc.
416 Browning Way
South San Francisco, CA  94080


Dear Dave:

        This letter will confirm that, when you joined PTI in early 2000, we
sold to you 190,000 shares (the "Shares") of PTI's common stock ("Common Stock")
at a price per share of $0.20, the then fair market value of one share of Common
Stock. Unfortunately, due to the rapid acceleration in the fair market value of
the Common Stock in the months preceding our initial public offering, the value
of the Shares had increased to $1.00 per share by the time we executed and
delivered your Restricted Stock Purchase Agreement (the "Agreement") on March 1,
2000. We estimate that due to the discrepancy in the fair market value of the
Common Stock, you incurred an additional $152,000 of ordinary income, resulting
in an additional $78,174 in taxes owed by you for the year 2000. We are aware
that in reliance on the Agreement, you filed an 83b election form with the
Internal Revenue Service stating that you had purchased 190,000 shares of Common
Stock on March 1, 2000 at a price per share of $0.20.

        In order to ensure that you enjoy the benefit of the bargain we struck
in the Agreement and to make the discrepancy regarding the fair market value of
the Common Stock neutral to you, we propose the following:

        -       We will use commercially reasonable efforts to see that you
                receive the benefits you would have received had the actual fair
                market value of the Shares at the time of your purchase been
                $0.20, including, but not limited to, reimbursing you for the
                amount of any additional taxes and other identifiable costs you
                incur as a result of the discrepancy in the fair market value of
                the Common Stock and paying you a gross up for any tax on
                reimbursed amounts, as necessary.



David Johnson
Page 2

        -       We will also reimburse you, on a grossed up basis, for any
                additional tax you incur in the event your 83b election is
                disallowed as a result of the discrepancy in the fair market
                value of the Common Stock.

        If the foregoing is acceptable to you, please indicate your acceptance
by executing this letter in the space provided below, and returning one signed
copy to the undersigned.

                                          Very truly yours,

                                          /s/ REMI BARBIER

                                          Remi Barbier
                                          President and Chief Executive Officer


Acknowledged and Agreed To
This 31st Day of January 2002


/s/ DAVID JOHNSON
- ------------------
David Johnson

Cc:
Michael O'Donnell, Wilson Sonsini Goodrich & Rosati
Marty Waters, Wilson Sonsini Goodrich & Rosati