CHANGE OF CONTROL AGREEMENT



         THIS CHANGE OF CONTROL AGREEMENT (the "Agreement"), is made on this ___

day of ________, ____, by and between NEOSE TECHNOLOGIES, INC. (the "Company")

and _______________ (the "Employee").



                                   Background



         The Employee serves as a senior executive of the Company; and the

Company and the Employee desire to establish certain protections for the

Employee in the event of his or her termination of employment.



                                      Terms



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

covenants and promises contained herein, and intending to be bound hereby, the

parties agree as follows:



1.       Definitions. As used herein:



             1.1. "Base Salary" means, as of any given date, the annual base

rate of salary payable to the Employee by the Company, as then in effect;

provided, however, that in the case of a resignation by the Employee for the

Good Reason described in Section 1.8.4, "Base Salary" will mean the annual base

rate of salary payable to the Employee by the Company, as in effect immediately

prior to the reduction giving rise to the Good Reason.



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



             1.3. "Business" means research, development, manufacture, supply,

marketing, licensing, use and sale of biologic, pharmaceutical and therapeutic

materials and products and



{PAGE}



related process technology directed to (a) the enzymatic synthesis of complex

carbohydrates for use in food, cosmetic, therapeutic, consumer and industrial

applications, (b) enzymatic synthesis or modification of the carbohydrate

portion of proteins or lipids, or modification of proteins or lipids through the

attachment of carbohydrates, (c) carbohydrate-based therapeutics, and (d) the

development of protein therapeutics using sialylation, fucosylation,

glycosylation, glycopegylation, or glycoconjugation.



             1.4. "Cause" means fraud, embezzlement, or any other serious

criminal conduct that adversely affects the Company committed intentionally by

the Employee in connection with his or her employment or the performance of his

or her duties as an officer or director of the Company or the Employee's

conviction of, or plea of guilty or nolo contendere to, any felony.



             1.5. "Change in Control" means a change in ownership or control of

the Company effected through:



                    1.5.1. the direct or indirect acquisition by any person or

related group of persons (other than the Company or a person that directly or

indirectly controls, is controlled by, or is under common control with, the

Company) of beneficial ownership (within the meaning of Rule 13d-3 of the

Securities Exchange Act of 1934, as amended) of securities possessing more than

50% of the total combined voting power of the Company's outstanding securities;



                    1.5.2. a change in the composition of the Board over a

period of 36 months or less such that a majority of the Board members ceases, by

reason of one or more contested elections for Board membership, to be comprised

of individuals who either (a) have been board members continuously since the

beginning of such period, or (b) have been elected or nominated for election as

Board members during such period by at least a majority of the Board members

described in clause (a) who were still in office at the time such election or

nomination was approved by the Board;



                    1.5.3. the consummation of any consolidation, share exchange

or merger of the Company (a) in which the stockholders of the Company

immediately prior to such transaction do not own at least a majority of the

voting power of the entity which survives/results from that transaction, or (b)

in which a shareholder of the Company who does not own a majority of the voting

stock of the Company immediately prior to such transaction, owns a majority of

the Company's voting stock immediately after such transaction; or



                    1.5.4. the liquidation or dissolution of the Company or any

sale, lease, exchange or other transfer (in one transaction or a series of

related transactions) of all or substantially all the assets of the Company,

including stock held in subsidiary corporations or interests held in subsidiary

ventures.



             1.6. "Code" means Internal Revenue Code of 1986, as amended.



             1.7. "Disability" means the Employee's inability, by reason of any

physical or mental impairment, to substantially perform his or her regular

duties as contemplated by this Agreement, as determined by the Board in its sole

discretion (after affording the Employee the opportunity to present his or her

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