FORM OF SEVERANCE PROTECTION AGREEMENT





         SEVERANCE PROTECTION AGREEMENT dated October 4, 2002 by and between

Northfield Laboratories Inc., a Delaware corporation (the "Company"), and

******* ******* (the "Executive").



         The Board of Directors of the Company (the "Board") recognizes that the

possibility of a Change in Control (as hereinafter defined) of the Company

exists and that the threat or occurrence of a Change in Control may result in

the distraction of its key management personnel because of the uncertainties

inherent in such a situation.



         The Board has determined that it is essential and in the best interests

of the Company and its stockholders to retain the services of the Executive in

the event of the threat or occurrence of a Change in Control and to ensure the

Executive's continued dedication and efforts in such event without undue concern

for the Executive's personal financial and employment security.



         In order to induce the Executive to remain in the employ of the

Company, particularly in the event of the threat or occurrence of a Change in

Control, the Company desires to enter into this Agreement to provide the

Executive with certain benefits in the event the Executive's employment is

terminated as a result of, or in connection with, a Change in Control.



         NOW, THEREFORE, in consideration of the respective agreements of the

parties contained herein, it is agreed as follows:



         Section 1. Definitions. For purposes of this Agreement, the following

terms have the meanings set forth below:



         "Board" means the Board of Directors of the Company.



         "Cause" for the termination of the Executive's employment with the

Company will be deemed to exist if the Executive is convicted of any felony or

the Executive fails to comply in all material respects with any material term of

the Proprietary Information and Inventions Agreement dated as of July 19, 1988

between the Company and the Executive, which conduct or failure is materially

injurious to the Company, monetarily or otherwise.



         "Change in Control" means a change in control of the Company of a

nature that would be required to be reported in response to Item 1(a) of the

Current Report on Form 8-K, as in effect as of the date of this Agreement,

promulgated pursuant to Section 13 or 15(d) of the Securities Exchange Act,

whether or not the Company is then subject to the reporting requirements of the

Securities Exchange Act; provided that, without limitation, such a change in

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