FORM OF SEVERANCE PROTECTION AGREEMENT

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EXHIBIT 10.17

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

control will be deemed to have occurred if:

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(a) there is consummated any sale, lease, exchange or other

transfer (in one transaction or a series of related transactions) of

all or substantially all of the Company's assets;

(b) the stockholders of the Company approve any plan or

proposal of liquidation or dissolution of the Company;

(c) there is consummated any consolidation or merger of the

Company in which the Company is not the surviving or continuing

corporation, or pursuant to which shares of the Company's Common Stock

would be converted into cash, securities or other property, other than

a merger of the Company in which the holders of the Company's Common

Stock immediately prior to the merger have, directly or indirectly, at

least an 80% ownership interest in the outstanding Common Stock of the

surviving corporation immediately after the merger;

(d) any "person" or "group" (as such terms are used in Section

13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as

defined in Rule 13d-3 under the Securities Exchange Act), directly or

indirectly, of securities of the Company representing 15% or more of

the combined voting power of the Company's then outstanding voting

securities ordinarily having the right to vote for the election of

directors; provided that no change in control will be deemed to occur

as a result of any acquisition of voting securities directly from the

Company (or as a result of the exercise, conversion or exchange of any

securities acquired directly from the Company) if the transaction

pursuant to which such voting securities or exercisable, convertible or

exchangeable securities are issued is approved by vote of at least

three-quarters of the directors comprising the Incumbent Board (as

defined below); or

(e) individuals who, as of the date of this Agreement,

constitute the Board (the "Incumbent Board") cease for any reason to

constitute a majority of the Board; provided that any individual

becoming a director subsequent to the date of this Agreement whose

election, or nomination for election by the Company's stockholders, was

approved by a vote of at least three-quarters of the directors

comprising the Incumbent Board will be, for purposes of this Agreement,

considered as though such individual were a member of the Incumbent

Board; provided further that, notwithstanding the foregoing, an

individual whose initial assumption of office as a director is in

connection with any actual or threatened "solicitation" of "proxies"

(as such terms are defined in Rule 14a-1 of Regulation 14A promulgated

under the Securities Exchange Act) by any "person" or "group" (as such

terms are used in Section 13(d) and 14(d) of the Securities Exchange

Act) other than the Incumbent Board will not be considered as a member

of the Incumbent Board for purposes of this Agreement.

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

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"Company" means Northfield Laboratories Inc., a Delaware corporation,

and includes its Successors.

"Continuation Period" has the meaning set forth in Section 3.1(b)(iii).

"Disability" means the Executive's incapacity due to physical or mental

illness or accident such that the Executive is absent from his duties for the

Company on a full-time basis for the entire period of six consecutive months or

for 270 days in any 365-day period.

"Good Reason" for the Executive's termination of employment with the

Company will be deemed to exist if, at any time after the occurrence of a Change

in Control:

(a) the Executive is reassigned to a position of lesser rank

or status or to a location other than Evanston, Illinois or Mt.

Prospect, Illinois (or such other location as the Executive may agree)

without his consent;

(b) the Executive's annual base salary is reduced; or

(c) the Executive's employment benefits are materially

reduced.

"Notice of Termination" means a written notice from the Company of the

termination of the Executive's employment which indicates the specific

termination provision in this Agreement relied upon and which sets forth in

reasonable detail the facts and circumstances claimed to provide a basis for

termination of the Executive's employment under the provision so indicated.

"Person" has the meaning as used in Section 13(d) or 14(d) of the

Securities Exchange Act and will include any "group" as such term is used in

such sections.

"Securities Exchange Act" means the Securities Exchange Act of 1934, as

amended.

"Successor" means a corporation or other entity acquiring all or

substantially all the assets and business of the Company, whether by operation

of law, by assignment or otherwise.

"Termination Date" means (a) in the case of the Executive's death, the

Executive's date of death, (b) in the case of the termination of the Executive's

employment with the Company by the Executive for Good Reason, the last day of

the Executive's employment, and (c) in all other cases, the date specified in

the Notice of Termination; provided that if the Executive's employment is

terminated by the Company for Cause or due to Disability, the date specified in

the Notice of Termination will be at least 30 days after the date the Notice of

Termination is given to the Executive.

Section 2. Term of Agreement. This Agreement will commence as of

October 4, 2002 and will continue in effect until September 30, 2004; provided

that commencing

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on September 30, 2004 and on each September 30 thereafter, the term of this

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