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                                                                   EXHIBIT 10.28

                   Non-Employee Director Compensation Summary

      Boston Life Sciences, Inc.'s (the "Company's") non-employee directors
currently consist of: (i) Robert S. Langer, Jr.; (ii) Michael J. Mullen; and
(iii) John T. Preston.

      In the third quarter of 2005, the Board of Directors amended the Company's
non-employee director compensation as follows:

<TABLE>
<CAPTION>
                                                                                  Annual Fee Per
                           2006 Annual Retainer      Per Board Meeting Fees      Committee Chaired
                           --------------------      ----------------------      -----------------
<S>                        <C>                       <C>                         <C>
Robert S. Langer, Jr.            $22,000                     $2,000                   $10,000
Michael J. Mullen                $22,000                     $2,000                   $20,000
John T. Preston                  $22,000                     $2,000                   $10,000
</TABLE>

      All non-employee directors are reimbursed for ordinary and reasonable
expenses of attending any board or committee meetings.

      Each new non-employee director is automatically granted an option to
purchase 15,000 shares of the Company's common stock ("New Director Options")
upon initial election or appointment (the "Automatic Grant Date"). The exercise
price of any New Director Options granted shall equal the fair market value of
shares of the Company's common stock subject thereto on the Automatic Grant
Date. New Director Options immediately vest as to 1/3 of the shares with the
remaining 2/3 of the shares subject to such New Director Option vesting in equal
monthly installments over two years ("New Director Option Vesting").

      Each non-employee director is automatically granted an option to purchase
10,000 shares of the Company's common stock ("Annual Director Options"). The
Annual Director Options are granted in the fourth quarter of each calendar year
(the "Annual Grant Date"). The exercise price of any Annual Director Options
granted shall equal the fair market value of shares of the Company's common
stock subject thereto on the Annual Grant Date. Annual Director Options vest in
equal monthly installments over two years ("Annual Director Option Vesting").
Newly elected non-employee directors are eligible to receive the Annual Director
Options in the fourth quarter of the second calendar year of service. On
December 12, 2005, Messrs. Mullen, Langer and Preston were each granted options
to purchase 10,000 shares of common stock under this policy with an exercise
price of $2.00 per share.

      If the Company appoints a non-employee chairman, the chairman will be
entitled to an annual retainer of $50,000 (in lieu of the $22,000 that is
received by the other non-employee directors) and per board meeting fees of
$2,000. The non-employee chairman will be automatically granted an option to
purchase 30,000 shares of the Company's common stock upon appointment (in lieu
of the 15,000 shares that is received by the other non-employee directors)
vesting in accordance with the New Director Option Vesting. In addition, the
non-employee chairman will be automatically granted an option to purchase 20,000
shares of the Company's common stock on the Annual Grant Date vesting in
accordance with the Annual Director Option Vesting. The newly elected
non-employee chairman is entitled to receive this annual grant in the fourth
quarter of the second calendar year of service. The exercise price of any
options granted to a non-employee chairman shall equal the fair market value of
shares of the Company's common stock subject thereto on the grant date.