EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (the Agreement) is made as of May 31, 2004, by and between METAMORPHIX, INC., a Delaware corporation with its principal place of business at 8510 A Corridor Road, Savage Maryland 20763 (hereinafter referred to as the Employer) and THOMAS P. RUSSO, a Maryland resident (hereinafter referred to as the Employee).

     NOW, THEREFORE, in consideration of the mutual covenants, promises, agreements, representations, and warranties of Employer and Employee, each to the other made, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employer and Employee hereby covenant, promise, agree, represent, and warrant, as follows:

     SECTION 1. EMPLOYMENT.

          1.1. Engagement of Employment. Employer hereby employs Employee, and Employee accepts such employment, on an at will basis, as Employers Chief Financial Officer and Executive Vice President of Finance as of Tuesday, June 1, 2004, and Employee agrees to render such duties as are set forth in Section 1.2, subject to the terms and conditions of this Agreement.

          1.2. Duties. During Employees employment under this Agreement, Employee shall render to the best of Employees ability, on behalf of Employer, on an exclusive basis, and at the direction of Employer, services as Employers Chief Financial Officer and Executive Vice President of Finance, and such other duties as the Board of Directors or the President and CEO shall direct. In particular, subject to oversight and direction of the President and CEO, Employee as Chief Financial Officer and Executive Vice President of Finance shall:

          (a) be primarily responsible for organizing and managing all of Employers financial functions (with a primary emphasis during the first six to twelve months to lead the Company successfully through an Initial Public Offering or other substantial financing);

          (b) manage Employers relationship with its accountants and auditor (developing and maintaining effective tax planning, reporting, and compliance strategies), accomplish timely annual audited financial statements and quarterly reviews (including the completion of the 2003 audit), and assist the Audit Committee of the Board of Directors;

          (c) oversee Employers Vice President of Finance/Treasurer and, with the assistance of such officer, oversee cash management, accounts payable, payroll, and banking relationships;

          (d) develop a clear and comprehensive grasp of Employers businesses and products and provide strong leadership and focus to all company financial endeavors (and providing the President and CEO and the Board of Directors with regular forecasts, updates, and reports);