EMPLOYMENT AGREEMENT



      THIS AGREEMENT, made as of this January 28, 2005, by and between Jack J.

Kogut ("Executive") and Northfield Laboratories Inc., a Delaware corporation

(the "Company").



                              W I T N E S S E T H :



      WHEREAS, Executive is now employed as the Senior Vice President and Chief

Financial Officer of the Company;



      WHEREAS, the Company and Executive now desire to enter into this Agreement

in order to continue such employment for the term set forth herein and subject

to the terms and conditions set forth herein; and



      WHEREAS, the Company and Executive desire to continue the Proprietary

Information and Inventions Agreement entered into by and between Executive and

the Company dated October 1, 1986 (the "Proprietary Information and Inventions

Agreement") in full force and effect;



      NOW, THEREFORE, in consideration of the premises, and of the mutual

covenants hereinafter set forth, the parties do hereby agree as follows:



      1. Employment. The Company agrees to employ Executive, and Executive

agrees to remain in the employ of the Company, for the period (the "Employment

Period") beginning as of the date of this Agreement and ending on the date as of

which Executive's employment is terminated pursuant to paragraph 5 of this

Agreement. During the Employment Period, Employee shall serve as the Senior Vice

President and Chief Financial Officer of the Company and shall perform such

executive and managerial duties consistent with such position as the Chief

Executive Officer and Board of Directors of the Company shall from time to time

direct. Executive shall have such duties and authority as are customarily and

ordinarily exercised by executives in similar positions in similar businesses in

the United States. Employee shall devote his full business time and attention to

the business of the Company and its subsidiaries. Executive may (i) participate

in civic, charitable and industry organizations which do not materially

interfere with his duties and (ii) serve on the board of directors of one

non-competing for-profit business which does not materially interfere with his

duties, it being understood that any additional non-competing for-profit board

memberships shall require the consent of the Board of Directors of the Company.



<PAGE>



      2. Location. Executive shall be based at the Company's headquarters in

Evanston, Illinois, or at such other location as may be agreed upon by Executive

and the Board of Directors of the Company. Executive shall, however, also travel

to other locations at such times as may be reasonably required for the

performance of his duties under this Agreement; provided that the frequency and

duration of such travel shall not be substantially greater than the frequency

and duration of Executive's travel during his employment by the Company prior to

the date of this Agreement.



      3. Compensation. During the Employment Period, Executive shall be

compensated as follows:



            (a) Salary. Executive shall be paid an annual base salary at a rate

      which is not less than $275,625 per year, effective commencing January 1,

      2005. Executive's base salary shall be reviewed by the Board of Directors

      of the Company on an annual basis and shall be subject to increases from

      time to time at the discretion of the Board of Directors. Executive's base

      salary as in effect from time to time may not be decreased and shall be

      paid in equal, semi-monthly installments.



            (b) Bonus.



                  (i) On the date of this Agreement, Executive shall be paid a

            cash bonus of $50,000.



                  (ii) Executive shall be paid a cash bonus equal to 100% of his

            annual base salary, as then in effect, on the date the Company is

            granted Food and Drug Administration approval for the commercial

            sale of PolyHeme in the United States for any indication.



                  (iii) Executive shall be entitled to receive an annual cash

            bonus for the achievement of performance goals to be determined by

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