EXHIBIT 10.2

                                    February 23, 2003

VIA REGISTERED MAIL

Benjamin Corn, M.D.
Rehov Zelda 1
Jerusalem, Israel

Dear Mr. Corn:

As we discussed and agreed, you have informed Keryx Biopharmaceuticals, Inc. and
Keryx (Israel) Ltd. (jointly, the "Company") of your intent to resign from your
employment with the Company effective March 21, 2003 or at an earlier date to be
agreed upon by you and the Company (the "Resignation Date"). You shall have
resigned by December 23, 2002, from your positions as President and Chief
Executive Officer and all other officer or director positions that you hold with
the Company and any of its subsidiaries or affiliates, but you shall remain
employed by the Company and shall receive the same rate of compensation and
benefits as you are currently receiving through the Resignation Date (the
"Transition Period"). In exchange for such compensation and benefits, you agree
that you shall assist designated Company employees with transitional matters
throughout the Transition Period.

As we discussed, following the Resignation Date, the Company will provide you
with the enhanced severance benefits described on Attachment A hereto if you
sign and return this letter agreement (the "Agreement") on or before March 17,
2003 and you execute, on the Resignation Date, the Release Agreement attached as
Attachment B to this Agreement (the "Release Agreement"), provided that you do
not revoke your consent to this Agreement or Release Agreement as discussed
below.

By signing and returning this Agreement and the Release Agreement, you will be
agreeing to the terms and conditions set forth in the paragraphs therein,
including the release of claims. Therefore, you are advised to consult with an
attorney before signing this Agreement and the Release Agreement and you may
take up to twenty-one (21) days to do so.

After you sign this Agreement and the Release Agreement, you may change your
mind and revoke your assent of each agreement during the seven (7) day period
after you have signed the specific agreement (the "Revocation Period") by
notifying Bob Trachtenberg of your revocation in writing. If you do not revoke
your assent to this Agreement or the Release Agreement before the expiration of
the applicable Revocation Period, this Agreement and the Release Agreement will
become binding documents between you and the Company. If you choose not to
timely sign and return both this Agreement and the Release Agreement, or if you
sign the agreements but revoke your consent during the Revocation Period, you
shall not receive any enhanced severance benefits from the Company.

If you choose not to sign this Agreement by March 17, 2003 or the Release
Agreement on the Resignation Date, you shall not receive the enhanced severance
benefits described in

<PAGE>

Attachment A. You will, however, receive payment for any accrued wages, unused
vacation time and any severance payments due pursuant to the terms of the
Severance Compensation Law - 1963 that accrued through the Resignation Date.
Also, regardless of signing this Agreement or the Release Agreement, you may
elect to continue receiving group medical insurance pursuant to the federal
"COBRA" law, 29 U.S.C. ss. 1161 et seq. All premium costs shall be paid by you
on a monthly basis for as long as, and to the extent that, you remain eligible
for COBRA continuation. You should consult the COBRA materials to be provided by
the Company for details regarding these benefits. All other benefits, including
life insurance and long-term disability insurance, will cease upon the
Resignation Date in accordance with the plan documents.

The following paragraphs and attachments set forth the terms and conditions that
will apply if you timely sign and return this Agreement by March 17, 2003 and if
you sign and return the Release Agreement on the Resignation Date and you do not
revoke your consent to either this Agreement or the Release Agreement within the
applicable Revocation Period:

1.    Resignation Date - Your effective date of resignation from the Company is
      March 21, 2003.

2.    Description of Enhanced Severance Benefits - The enhanced severance
      benefits to be paid to you if you timely sign and return this Agreement
      and the Release Agreement and do not revoke your consent to either
      agreements are described in the "Description of Enhanced Severance
      Benefits" attached as Attachment A (the "enhanced severance benefits").

      3. Release - Subject to the fulfillment of the Enhanced Severance Benefits
      Agreement by the Company and the release declaration of the Company and in
      consideration of the payment of the enhanced severance benefits, which you
      acknowledge you would not otherwise be entitled to receive, you hereby
      fully, forever, irrevocably and unconditionally release, remise and
      discharge TriNet Employer Group, Inc. and the Company, including all of
      their respective officers, directors, stockholders, corporate affiliates,
      subsidiaries, and parent companies and their respective agents and
      employees, from any and all claims, charges, complaints, demands, actions,
      causes of action, suits, rights, debts, sums of money, costs, accounts,
      reckonings, covenants, contracts, agreements, promises, doings, omissions,
      damages, executions, obligations, liabilities, and expenses (including
      attorneys' fees and costs), of every kind and nature that you ever had or
      now have against TriNet Employer Group, Inc. and the Company, including
      all of their respective officers, directors, stockholders, corporate
      affiliates, subsidiaries and parent companies and their respective agents
      and employees, arising out of your employment with and/or separation from
      the Company including, but not limited to, all employment discrimination
      claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. ss.
      2000e et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. ss.
      12101 et seq., the Family and Medical Leave Act, 29 U.S.C. ss. 2601 et
      seq., the Worker Adjustment and Retraining Notification Act ("WARN"), 29
      U.S.C. ss. 2101 et seq. and the Rehabilitation Act of 1973, 29 U.S.C. ss.
      701 et seq., all as amended, and all claims arising out of the Fair Credit
      Reporting Act, 15 U.S.C. ss. 1681 et seq., the Employee Retirement Income
      Security Act of 1974 ("ERISA"), 29 U.S.C. ss. 1001 et seq., the
      Massachusetts Fair


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<PAGE>

      Employment Practices Act, M.G.L. c.151B, ss. 1 et seq., the Massachusetts
      Civil Rights Act, M.G.L. c.12, ss.ss. 11H and 11I, the Massachusetts Equal
      Rights Act, M.G.L. c.93, ss. 102 and M.G.L. c.214, ss. 1C, the
      Massachusetts Labor and Industries Act, M.G.L. c.149,ss. 1 et seq., the
      Massachusetts Privacy Act, M.G.L. c.214, ss. 1B, and the Massachusetts
      Maternity Leave Act, M.G.L. c.149, ss. 105(d), and all relevant laws of
      the State of Israel, all as amended, all common law claims including, but
      not limited to, actions in tort, defamation and breach of contract
      (including all claims alleged under the terms of the Employment Agreement,
      as defined below), all claims to any non-vested ownership interest in the
      Company, contractual or otherwise, including, but not limited to, claims
      to stock or stock options, and any claim or damage arising out of your
      employment with and/or separation from the Company (including a claim for
      retaliation) under any common law theory or any federal, state or local
      statute or ordinance not expressly referenced above; provided, however,
      that nothing in this Agreement shall prevent you from filing, cooperating
      with, or participating in a discrimination proceeding before a state or
      federal Fair Employment Practices Agency or court (except that you
      acknowledge that you may not recover any monetary benefit in such
      proceeding unless this Agreement is held invalid by such an agency or
      court).

4.    Non-Disclosure, Non-Competition and Inventions - You acknowledge your
      obligation to keep confidential all non-public information concerning the
      Company that you acquired during the course of your employment with the
      Company, as stated more fully in Sections 8.8 and 8.9 of the Amended
      Employment Agreement you executed on November 26, 2001 (the "Employment
      Agreement"), which Sections remain in full force and effect. You further
      acknowledge and reaffirm your obligations under Sections 8.10 and 9 of the
      Employment Agreement, including your obligation not to compete with the
      Company, which also remain in full force and effect.

5.    Return of Company Property - You agree to return within seven (7) days of
      the Resignation Date all Company property including, but not limited to,
      keys, files, office equipment, passwords, passcodes, computer software
      (and all copies thereof), and computer hardware, that is in your
      possession or control. You further agree to leave intact all electronic
      Company documents, including those that you developed during your
      employment.

6.    Execution of Release Agreement - You agree to execute on the Resignation
      Date the Release Agreement in the form attached hereto as Attachment B.

7.    Resignation from Employment Positions - You hereby confirm that you have
      resigned from your positions as President and Chief Executive Officer of
      the Company, as well as from any and all other positions as an officer or
      director of the Company and any and all of its subsidiaries or affiliates.

8.    Non-Disparagement - To the extent not in violation of the law, you
      understand and agree that as a condition for payment to you of the
      enhanced severance benefits herein described, you shall not make any
      false, disparaging or derogatory statements to any media outlet, industry
      group, financial institution or current or former employee,


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<PAGE>

      consultant, client or customer of the Company regarding the Company, its
      subsidiaries and their respective directors, officers, employees, agents
      or representatives or about the Company's business affairs, financial
      condition, products and technologies.

9.    Amendment - This Agreement, including the Release Agreement, shall be
      binding upon the parties and may not be modified in any manner, except by
      an instrument in writing of concurrent or subsequent date signed by duly
      authorized representatives of the parties hereto. This Agreement and the
      Release Agreement are binding upon and shall inure to the benefit of the
      parties and their respective agents, assigns, heirs, executors, successors
      and administrators.

10.   Waiver of Rights - No delay or omission by the either party to this
      Agreement in exercising any right under this Agreement or the Release
      Agreement shall operate as a waiver of that or any other right. A waiver
      or consent given by a party on any one occasion shall be effective only in
      that instance and shall not be construed as a bar to or waiver of any
      right on any other occasion. Furthermore, in the event each party breaches
      any term of this Agreement, including the Release Agreement, the
      non-breaching party reserves its right to pursue any and all remedies and
      damages available to it concerning such breach.

11.   Validity - Should any provision of this Agreement or the Release Agreement
      be declared or be determined by any court of competent jurisdiction to be
      illegal or invalid, the validity of the remaining parts, terms or
      provisions shall not be affected thereby and said illegal or invalid part,
      term or provision shall be deemed not to be a part of this Agreement or
      the Release Agreement, as applicable.

12.   Confidentiality - To the extent permitted by law, you understand and agree
      that as a condition for payment to you of the enhanced severance benefits
      herein described, the terms and contents of this Agreement and the Release
      Agreement, and the contents of the negotiations and discussions resulting
      in this Agreement and the Release Agreement, shall be maintained as
      confidential by you and your agents and representatives and shall not be
      disclosed to any third party except to the extent required by federal or
      state law or as otherwise agreed to in writing by the Company. You
      understand and agree that the Company will have to file this Agreement and
      Release Agreement with appropriate federal agencies.

13.   Nature of Agreement - You understand and agree that this Agreement and the
      Release Agreement is a severance agreement and does not constitute an
      admission of liability or wrongdoing on the part of the Company.

14.   Acknowledgments - You acknowledge that you have been given at least
      twenty-one (21) days to consider this Agreement, including Attachments A
      and B, and that the Company advised you to consult with an attorney of
      your own choosing prior to signing this Agreement and the Release
      Agreement. You understand that you may change your mind and revoke your
      assent to the particular agreement during the seven (7) day period after
      you have signed either agreement by notifying Bob Trachtenberg of your
      revocation in


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<PAGE>

      writing, and that the agreements shall not be effective or enforceable
      until the expiration of this seven (7) day Revocation Period. If you do
      not revoke your assent to this Agreement or the Release Agreement before
      the expiration of the applicable Revocation Period, this Agreement and the
      Release Agreement will become binding documents between you and the
      Company. You understand and agree that by entering into this Agreement and
      the Release Agreement, you are waiving any and all rights or claims you
      might have under The Age Discrimination in Employment Act, as amended by
      The Older Workers Benefit Protection Act, and that you have received
      consideration beyond that to which you were previously entitled.

15.   Voluntary Assent - You affirm that no other promises or agreements of any
      kind have been made to or with you by any person or entity whatsoever to
      cause you to sign this Agreement or the Release Agreement, and that you
      fully understand the meaning and intent of this Agreement and the Release
      Agreement. You state and represent that you have had an opportunity to
      fully discuss and review the terms of this Agreement, including
      Attachments A and B, with an attorney. You further state and represent
      that you have carefully read this Agreement, including Attachments A and
      B, understand the contents herein, freely and voluntarily assent to all of
      the terms and conditions hereof, and sign your name of your own free act.

16.   Applicable Law - This Agreement and the Release Agreement shall be
      interpreted and construed by the laws of the Commonwealth of
      Massachusetts, without regard to conflict of laws provisions. You hereby
      irrevocably submit to and acknowledge and recognize the jurisdiction of
      the courts of the Commonwealth of Massachusetts, or if appropriate, a
      federal court located in Massachusetts (which courts, for purposes of this
      Agreement and the Release Agreement, are the only courts of competent
      jurisdiction), over any suit, action or other proceeding arising out of,
      under or in connection with this Agreement, the Release Agreement or the
      subject matter hereof.

17.   Entire Agreement - This Agreement, including Attachments A and B, contains
      and constitutes the entire understanding and agreement between the parties
      hereto with respect to your enhanced severance benefits and the settlement
      of claims against the Company and cancels all previous oral and written
      negotiations, agreements, commitments, writings in connection therewith.
      Nothing in this paragraph, however, shall modify, cancel or supersede your
      obligations set forth in paragraph 4.

      If you have any questions about the matters covered in this Agreement or
the Release Agreement, please call me. If you choose to execute this Agreement,
please return all pages of this Agreement, including Attachments A and B, to me
no later than March 17, 2003. You may retain the enclosed copy of the Agreement
for your records.

                                    Very truly yours,


                                    By:  /s/ Michael S. Weiss
                                        --------------------------------
                                        Name:  Michael S. Weiss
                                        Title: Chief Executive Officer


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<PAGE>

I hereby agree to the terms and conditions set forth above and in Attachments A
and B. I have been given at least twenty-one (21) days to consider this
Agreement and the Release Agreement and I have chosen to execute this Agreement
on the date below. I intend that this Agreement will become a binding agreement
between the Company and me if I do not revoke my acceptance within seven (7)
days.


 /s/ Benjamin Corn                                Date   3/17/03
-------------------------------------
Employee Name:  Benjamin Corn, M.D.

To be returned by March 17, 2003.

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<PAGE>

                                  ATTACHMENT A

                   DESCRIPTION OF ENHANCED SEVERANCE BENEFITS

In exchange for your timely execution and non-revocation of this Agreement and
the Release Agreement, including the release of claims found therein, the
Company agrees to provide you with the following enhanced severance benefits:

For avoidance of any doubt and for clarification purpose, you shall be entitled
to receive the following benefits according to Israeli law, in addition to the
Enhanced Severance Benefits described herein in sections (a-e) these benefits
(1-4) will be paid to you unconditionally, regardless of the Release Agreement:

                  1.    The Company shall pay all your salaries and benefits
                        until March 21, 2003.

                  2.    The Company shall furnish you a notice of release to the
                        insurance company of Bituach Menahalim in your name,
                        which includes severance pay as required by Israeli law.

                  3.    The Company shall furnish you a notice of release of
                        your Keren Hishtalmut.

                  4.    Your last salary payment following the Termination Date
                        shall include a payment for any and all accrued but
                        unused vacation days and the D'mei Havra'ah to which you
                        are entitled.

(a)   Severance Pay - The Company agrees to provide you with severance pay in
      the amount of one hundred sixty-six thousand six hundred sixty-six dollars
      and sixty-seven cents ($166,666.67), less all applicable taxes and
      withholdings, which is equivalent to eight (8) months of salary
      continuation at your current annualized base rate of $250,000 (the
      "Severance Pay"). The Severance Pay shall be paid to you over an eight (8)
      month period in accordance with the Company's normal payroll procedures
      after this Agreement and the Release Agreement become binding and
      enforceable.

(b)   Accelerated Vesting - You currently have 100,000 unvested options.
      Notwithstanding anything to the contrary in the applicable Share Option
      Plan, effective upon the Resignation Date one hundred percent (100%) of
      the portion of your option to purchase shares of common stock of the
      Company that remains unvested as of the Resignation Date shall become
      immediately vested and exercisable in full.

(c)   Extension of Exercise Period - Notwithstanding anything to the contrary in
      the applicable Share Option Plan or option agreement, effective upon the
      Resignation Date the Company shall extend the period during which you may
      exercise your stock options,


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<PAGE>

      to the extent such options are fully vested on the Resignation Date after
      giving effect to the acceleration provided for in paragraph (b) above,
      until March 21, 2005.


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<PAGE>

                                  ATTACHMENT B

                                RELEASE AGREEMENT

      Subject to the fulfillment of the Enhanced Severance Benefits Agreement by
the Company and in consideration of the mutual promises set forth herein and in
the letter agreement between the parties dated February 23, 2003 (the
"Agreement"), which you acknowledge you would not otherwise be entitled to
receive, you hereby fully, forever, irrevocably and unconditionally release,
remise and discharge TriNet Employer Group, Inc. and the Company, including all
of their respective officers, directors, stockholders, corporate affiliates,
subsidiaries, and parent companies and their respective agents and employees,
from any and all claims, charges, complaints, demands, actions, causes of
action, suits, rights, debts, sums of money, costs, accounts, reckonings,
covenants, contracts, agreements, promises, doings, omissions, damages,
executions, obligations, liabilities, and expenses (including attorneys' fees
and costs), of every kind and nature that you ever had or now have against
TriNet Employer Group, Inc. and the Company, including all of their respective
officers, directors, stockholders, corporate affiliates, subsidiaries and parent
companies and their respective agents and employees, arising out of your
employment with and/or separation from the Company including, but not limited
to, all employment discrimination claims under Title VII of the Civil Rights Act
of 1964, 42 U.S.C. ss. 2000e et seq., the Americans With Disabilities Act of
1990, 42 U.S.C. ss. 12101 et seq., the Family and Medical Leave Act, 29 U.S.C.
ss. 2601 et seq., the Worker Adjustment and Retraining Notification Act
("WARN"), 29 U.S.C. ss. 2101 et seq. and the Rehabilitation Act of 1973, 29
U.S.C. ss. 701 et seq., all as amended, and all claims arising out of the Fair
Credit Reporting Act, 15 U.S.C. ss. 1681 et seq., the Employee Retirement Income
Security Act of 1974 ("ERISA"), 29 U.S.C. ss. 1001 et seq., the Massachusetts
Fair Employment Practices Act, M.G.L. c.151B, ss. 1 et seq., the Massachusetts
Civil Rights Act, M.G.L. c.12, ss.ss. 11H and 11I, the Massachusetts Equal
Rights Act, M.G.L. c.93, ss. 102 and M.G.L. c.214, ss. 1C, the Massachusetts
Labor and Industries Act, M.G.L. c.149,ss. 1 et seq., the Massachusetts Privacy
Act, M.G.L. c.214, ss.1B, and the Massachusetts Maternity Leave Act, M.G.L.
c.149, ss. 105(d), and all relevant laws of the State of Israel, all as amended,
all common law claims including, but not limited to, actions in tort, defamation
and breach of contract (including all claims alleged under the terms of the
Employment Agreement, as defined in the Agreement), all claims to any non-vested
ownership interest in the Company, contractual or otherwise, including, but not
limited to, claims to stock or stock options, and any claim or damage arising
out of your employment with and/or separation from the Company (including a
claim for retaliation) under any common law theory or any federal, state or
local statute or ordinance not expressly referenced above; provided, however,
that nothing in this Release Agreement shall prevent you from filing,
cooperating with, or participating in a discrimination proceeding before a state
or federal Fair Employment Practices Agency or court (except that you
acknowledge that you may not recover any monetary benefit in such proceeding
unless this Release Agreement is held invalid by such an agency or court).

      You acknowledge that you have been given more than twenty-one (21) days to
consider this Release Agreement, and that the Company advised you to consult
with an attorney of your choosing prior to signing this Release Agreement. You
understand that you may change your


                                      -9-
<PAGE>

mind and revoke your assent during the seven (7) day period after you have
signed this Release Agreement (the "Revocation Period") by notifying Bob
Trachtenberg of your revocation in writing, that the Release Agreement shall not
be effective or enforceable until the expiration of this seven (7) day
Revocation Period, and that no enhanced severance benefits pursuant to the
Agreement shall be due to you until the expiration of such Revocation Period. If
you do not revoke your assent to this Release Agreement before the expiration of
the Revocation Period, the Release Agreement will become binding between you and
the Company.

      You acknowledge that you have been reimbursed by the Company for all
business expenses incurred by you in conjunction with your employment with the
Company and that no other reimbursements are owed to you. You further
acknowledge that you have been provided with all compensation and benefits due
to you as of the date of this Release Agreement, including, but not limited to,
any and all wages, expense reimbursements, bonuses and any accrued but unused
vacation time, and that you are not entitled to receive any additional
consideration beyond that provided for in paragraph 2 of the Agreement.

      IN WITNESS WHEREOF, Dr.. Corn has set his hand and seal to this Release
Agreement as of the date below.

      Benjamin Corn, M.D.


      /s/ Benjamin Corn                   Date:  3/17/03
      -----------------------                  --------------


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