EMPLOYMENT AGREEMENT

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EXHIBIT 99.2

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.

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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

mutual agreement of the Board of Directors and Executive. Executive

and the Board of Directors shall use their good faith efforts to

agree prior to March 31, 2005 on the performance goals to be

applicable for the 2005 calendar year, and shall use their good

faith efforts to agree on the performance goals to be applicable to

each succeeding calendar year prior to January 31 of such year. The

first such bonus shall be payable in January 2006 with respect to

the performance of Executive during the 2005 calendar year. The

target bonus opportunity shall be equal to 40% of Executive's annual

base salary, as in effect for the applicable calendar year for which

Executive's performance is being measured, with a maximum bonus

opportunity for superior performance of 100% of Executive's annual

base salary as so determined. A reduced bonus may be payable at the

discretion of the Board of Directors for partial achievement of

Executive's performance goals.

(c) Award of Stock Options. On the date of this Agreement, the

Company shall award Executive stock options under the Northfield

Laboratories

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Inc. 2003 Equity Compensation Plan to acquire 50,000 shares of the

Company's Common Stock at an exercise price per share equal to the fair

market value of the Company's Common Stock as of the date of grant. The

Board of Directors of the Company may in its discretion determine to award

Executive additional stock options or other forms of equity incentive

compensation from time to time during the Employment Period.

(d) Paid Time Off. Executive shall be entitled to a total of 30 days

of paid time off, including vacation, sick days and other absences, during

each calendar year. Unused day of paid time off may be used by Executive

in succeeding calendar years, provided that Executive shall not be

entitled to utilize more than a total of 60 days of paid time off during

any calendar year.

(e) Expenses. Executive shall be reimbursed for all reasonable

business expenses incurred in the performance of his duties pursuant to

this Agreement, to the extent such expenses are substantiated and are

consistent with the general policies of the Company and its subsidiaries

relating to the reimbursement of expenses of senior executive officers.

(f) Fringe Benefits. Executive shall be entitled to participate,

during the Employment Period, in any and all pension, stock option,

relocation, profit sharing, and other Executive benefit plans or fringe

benefit programs which are from time to time maintained by the Company or

its subsidiaries for their senior executive officers, in accordance with

the provisions of such plans or programs as from time to time in effect.

(g) Financial Planning and Other Services. Executive shall be

entitled to reimbursement of up to $3,500 per calendar year for financial

planning and tax preparation assistance. Executive shall additionally be

entitled to reimbursement for up to a total of $10,000 during the

Employment Period for estate planning services.

(h) Annual Physical. Executive shall be entitled to reimbursement

for all costs associated with an annual executive physical at a medical

facility of Executive's choice.

(i) Certain Legal Fees. Executive shall be entitled to reimbursement

for reasonable legal fees incurred by Executive in connection with the

negotiation of this Agreement.

(j) Deduction and Withholding. All compensation and other benefits

payable to or on behalf of Executive pursuant to this Agreement shall be

subject to such deductions and withholding as may be agreed to by

Executive or required by applicable law.

4. Other Benefits. The compensation provisions of this Agreement shall be

in addition to, and not in derogation or diminution of, any benefits that

Executive or his

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beneficiaries may be entitled to receive under the provisions of any pension,

stock option, profit sharing, disability, relocation or other Executive benefit

plan now or hereafter maintained by the Company or by any of its subsidiaries.

The Company shall not make any changes in such plans or arrangements which would

adversely affect Executive's rights or benefits thereunder, unless such change

is made uniformly in a plan of general application to all of the Company's or a

subsidiary's eligible Executives.

5. Termination. Executive's employment may be terminated without any

breach of this Agreement only under the following circumstances:

(a) Death. Executive's employment shall terminate upon his death.

(b) Disability. If, as a result of Executive's incapacity due to

physical or mental illness or accident, Executive shall be unable to

perform in all material respects his duties as Chief Executive Officer of

the Company for a period equal to the eligibility waiting period

applicable under the Company's long term disability insurance policy, the

Company may terminate Executive's employment for "disability."

(c) Cause. The Company may terminate Executive's employment

hereunder for "cause." For purposes of this Agreement, "cause" shall mean

the conviction of Executive of any felony or any failure by Executive to

comply in all material respects with any material term of this Agreement

or the Proprietary Information and Inventions Agreement which conduct or

failure is materially injurious to the Company, monetarily or otherwise.

Notwithstanding the foregoing, Executive shall not be deemed to have been

terminated for cause without (i) at least 60 days prior written notice

from the Company to Executive setting forth the reasons for the Company's

intention to terminate for cause, (ii) an opportunity to cure the stated

cause during the 60-day notice period, and (iii) after all of the

preceding procedures have been satisfied or made available, delivery to

Executive of a Notice of Termination from the Board of Directors of the

Company finding that in the good faith opinion of such Board of Directors,

Executive was guilty of the conduct or of the failure described in the

second sentence of this subparagraph, specifying the particulars in

detail, and that Executive has failed to cure the stated cause.

(d) Termination by Executive. Executive may voluntarily terminate

his employment at any time. Executive's termination of employment shall be

for "good reason" if he voluntarily terminates his employment:

(i) upon the occurrence of:

(A) a change in Executive's title, a material diminution

of Executive's duties or authority, the assignment to

Executive of duties materially inconsistent with his position

or the institution of a requirement that Executive report to

any person other than the Board of Directors;

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(B) a diminution in Executive's base salary or a

material diminution in Executive's benefits; or

(C) the institution of a requirement that Executive

relocate his current principal residence or office at a

location other than the Company's principal executive offices;

(ii) because of a failure by the Company to comply with any

material provision of this Agreement which has not been cured within

30 days after written notice of such noncompliance has been given by

the Executive to the Company; or

(iii) because of any purported termination of the Executive's

employment by the Company which is not effected pursuant to a Notice

of Termination satisfying the requirements of subparagraph 5(e)

hereof (and for purposes of this Agreement no such purported

termination shall be effective).

(e) Notice of Termination. Any termination of Executive's employment

by the Company or by Executive (other than termination because of

Executive's death) shall be communicated by written Notice of Termination

to the other party hereto. For purposes of this Agreement, a "Notice of

Termination" shall mean a notice which shall indicate the specific

termination provision of this Agreement relied upon and shall set forth in

reasonable detail the facts and circumstances claimed to provide a basis

for termination of Executive's employment under the provision so

indicated.

(f) Date of Termination of Employment. "Date of Termination" shall

mean (i) if Executive's employment is terminated by his death, the date of

his death; (ii) if Executive's employment is terminated for disability

pursuant to subparagraph 5(b) above, 30 days after Notice of Termination

is given (provided that Executive shall not have returned to the

performance of his duties during such thirty-day period); (iii) if

Executive's employment is terminated for any other reason, the date

specified in the Notice of Termination which shall not be less than 30

days nor more than 60 days from the date Notice of Termination is given;

provided that if within 30 days after any Notice of Termination is given

the party receiving such Notice of Termination notifies the other party

that a dispute exists concerning the termination, the Date of Termination

shall be the date on which the dispute is finally determined, either by

mutual written agreement of the parties, by a binding and final

arbitration award or by a final judgment, order or decree of a court of

competent jurisdiction (the time for appeal therefrom having expired and

no appeal having been perfected).

6. Compensation Upon Termination of Employment.

(a) All Terminations. Upon the termination of Executive's employment

with the Company for any reason, Executive shall be entitled to receive

(i) his base

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salary through the Date of Termination, (ii) the balance of any earned but

unpaid bonus, (iii) up to a maximum of 60 days of accrued but unused paid

time off, (iv) all vested benefits under the Company's benefit plans and

(v) all benefit continuation and conversion rights as provided under the

Company's benefit plans. The foregoing are referred to collectively as the

"Base Termination Benefit."

(b) Death or Disability. If Executive's employment with the Company

terminates as a result of his death or his disability, then Executive

shall be entitled to receive (i) the Base Termination Benefit and (ii) a

cash bonus equal to his target bonus payable with respect to the year in

which the Date of Termination occurs.

(c) Cause. If Executive's employment is terminated by the Company

for cause, then Executive shall be entitled to receive the Base

Termination Benefit and the Company shall have no further obligations to

Executive under this Agreement except as otherwise required by applicable

law.

(d) Breach; Termination for Good Reason. If (i) the Company

terminates Executive's employment other than pursuant to subparagraphs

5(b) or 5(c) or (ii) Executive terminates his employment for good reason,

then Executive shall be entitled to receive:

(i) the Base Termination Benefit;

(ii) a cash bonus equal to his target bonus payable with

respect to the year in which the Date of Termination occurs,

prorated based on the date on which the Date of Termination occurs;

(iii) a lump sum cash payment equal to 200% of his annual base

salary and target bonus payable with respect to the year in which

the Date of Termination occurs;

(iv) continuation for a period of 24 months after the Date of

Termination of all medical and life insurance and other welfare

benefits for Executive and his eligible dependents at active

Executive contribution rates;

(v) Company-paid executive level career transition assistance

by a firm designated by Executi