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                                                                   EXHIBIT 10.20


                       FORM OF INDEMNIFICATION AGREEMENT

         INDEMNIFICATION AGREEMENT dated as of January 1, 2001, by and between
Northfield Laboratories Inc., a Delaware corporation (the "Company"), and the
undersigned executive officer of the Company (the "Indemnified Party").

         The Indemnified Party serves as an executive officer of the Company.
The Company's Certificate of Incorporation permits the Company to indemnify the
directors, officers, employees and agents of the Company. The Company's
Certificate of Incorporation and Section 145 of the Delaware General Corporation
Law, as amended from time to time (the "Delaware Law"), also permit agreements
between the Company and its directors, officers, employees and agents for the
indemnification of such persons by the Company.

         In recognition of the past services provided to the Company by the
Indemnified Party, and in order to induce the Indemnified Party to continue to
serve as an officer of the Company, the Company has determined to enter into
this Agreement with the Indemnified Party.

         NOW, THEREFORE, in consideration of the Indemnified Party's continued
service as an officer of the Company, the parties hereto agree as follows:

         Section 1. Definitions. For purposes of this Agreement:

         "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 of
1934, as amended (the "Exchange Act"), whether or not the Company is then
subject to the reporting requirements of the Exchange Act; provided that,
without limitation, such a change in control will be deemed to have occurred if:

                  (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;




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                  (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 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; or

                  (e) individuals who, as of the date of this Agreement,
         constitute the Board of Directors of the Company (the "Board"
         generally, and as of the date hereof, 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 Exchange Act) by any "person" or "group" (as such terms are
         used in Section 13(d) and 14(d) of the Exchange Act) other than the
         Incumbent Board will not be considered as a member of the Incumbent
         Board for purposes of this Agreement.

         "Disinterested Director" means a director of the Company who is not and
was not a party to the Proceeding with respect to which indemnification is
sought by the Indemnified Party pursuant to this Agreement.

         "Expenses" includes all reasonable attorneys' fees, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, participating in or being or preparing to be
a witness in a Proceeding.

         "Independent Counsel" means a law firm, or a member of a law firm, that
is experienced in matters of corporation law and neither presently is, nor in
the past five years has been, retained to represent (a) the Company or the
Indemnified Party in any matter material to either such party (other than with
respect to matters concerning the Indemnified Party under this Agreement or of
other indemnified parties under similar indemnification agreements), or (b) any
other party to the Proceeding giving rise to a claim for indemnification under
this Agreement. Notwithstanding the foregoing, the term "Independent Counsel"
will not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing
either the Company or the Indemnified Party in an action to determine the
Indemnified Party's rights under this Agreement. The Company agrees to pay the
reasonable fees of the Independent Counsel referred to above and to fully
indemnify such counsel against any and all Expenses, claims, liabilities and
damages arising out of or relating to the Agreement or its engagement pursuant
hereto.





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         "Proceeding" means any threatened, pending or completed action, suit,
arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed
proceeding, whether brought by or in the right of the Company or otherwise, and
whether civil, criminal, administrative or investigative, in which the
Indemnified Party was, is or may be involved as a party or otherwise by reason
of the fact that the Indemnified Party is or was a director, officer, employee
or agent of the Company or is or was serving as a director, officer, employee,
agent or fiduciary of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, in each case whether or not the
Indemnified Party continues to serve in the same capacity at the time any
liability or Expense is incurred for which indemnification may be sought under
this Agreement, including any such proceeding based on events or occurrences
prior to the date of this Agreement.

         Section 2. Indemnification. The Company agrees to indemnify and hold
harmless the Indemnified Party to the full extent authorized or permitted by the
provisions of the Delaware Law and the Company's Certificate of Incorporation.
In furtherance of the foregoing, and without limiting the generality thereof,
the Company agrees to indemnify the Indemnified Party against all Expenses,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with any Proceeding or
any claim, issue or matter therein, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal Proceeding, had no reasonable cause to believe
his conduct was unlawful; provided that in connection with any Proceeding by or
in the right of the Company to procure a judgment in its favor, no
indemnification against such Expenses will be made in respect of any claim,
issue or matter in such Proceeding as to which the Indemnified Party is adjudged
to be liable to the Company, unless and to the extent that the Court of Chancery
of the State of the Delaware or the court in which such Proceeding has been
brought or is pending determines that such indemnification may be made. To the
extent that the Indemnified Party is a party to and is successful, on the merits
or otherwise, in any Proceeding, he will be indemnified to the maximum extent
permitted by law against all Expenses actually and reasonably incurred by him or
on his behalf in connection therewith. If the Indemnified Party is not wholly
successful in any Proceeding but is successful, on the merits or otherwise, as
to one or more but less than all claims, issues or matters in such Proceeding,
the Company will indemnify the Indemnified Party against all Expenses actually
and reasonably incurred by him or on his behalf in connection with each
successfully resolved claim, issue or matter. For purposes of this Section 2,
the termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, will be deemed to be a successful result as to such
claim, issue or matter.

         Section 3. Indemnification for Expenses as Witness. To the extent the
Indemnified Party is, by reason of the fact that the Indemnified Party is or was
a director, officer, employee or agent of the Company or is or was serving as a
director, officer, employee, agent or fiduciary of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, a
witness in any action, suit, arbitration, mediation, alternate dispute
resolution mechanism, investigation, inquiry, administrative hearing or other
proceeding, whether civil, criminal, administrative or investigative, to which
the Indemnified Party is not a party, the Company



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agrees to indemnify the Indemnified Party against all Expenses reasonably
incurred by him or on his behalf in connection therewith.

         Section 4. Contribution. If the indemnification provided in Section 2
is unavailable and may not be paid to the Indemnified Party for any reason, then
in respect to any Proceeding in which the Company is jointly liable with the
Indemnified Party (or would be if joined in such Proceeding), the Company agrees
to contribute to the amount of Expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred and paid or payable by the
Indemnified Party in such proportion as is appropriate to reflect (a) the
relative benefits received by the Company and by the Indemnified Party from the
transaction from which such Proceeding arose and (b) the relative fault of the
Company and the Indemnified Party in connection with the events which resulted
in such Expenses, judgments, fines or settlement amounts, as well as any other
relevant equitable considerations. The relative fault of the Company and the
Indemnified Party will be determined by reference to, among other things, the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent the circumstances resulting in such Expenses, judgments,
fines or settlement amounts. The Company agrees that it would not be just and
equitable if contribution pursuant to this Section 4 were determined by pro rata
allocation or any other method of allocation that does not take account of the
foregoing equitable considerations.

         Section 5. Advancement of Expenses. The Company agrees to advance all
Expenses reasonably incurred by or on behalf of the Indemnified Party in
connection with any Proceeding within 10 days after the receipt by the Company
of a statement or statements from the Indemnified Party requesting such advance
or advances from time to time, whether prior to or after final disposition of
such Proceeding. Such statement or statements will reasonably evidence the
Expenses incurred by the Indemnified Party and will include or be preceded or
accompanied by an undertaking by or on behalf of the Indemnified Party to repay
any Expenses advanced if it is ultimately determined that the Indemnified Party
is not entitled to be indemnified against such Expenses. Any advances and
undertakings to repay pursuant to this Section 5 will be unsecured and interest
free. Notwithstanding the foregoing, the obligation of the Company to advance
Expenses pursuant to this Section 5 will be subject to the condition that, if,
when and to the extent that the Company determines that the Indemnified Party
would not be permitted to be indemnified under applicable law, the Company will
be entitled to be reimbursed, within 30 days after such determination, by the
Indemnified Party (who hereby agrees to reimburse the Company) for all such
amounts theretofore paid; provided that if the Indemnified Party has commenced
or thereafter commences legal proceedings in a court of competent jurisdiction
to secure a determination that the Indemnified Party should be indemnified under
applicable law, any determination made by the Company that the Indemnified Party
would not be permitted to be indemnified under applicable law will not be
binding and the Indemnified Party will not be required to reimburse the Company
for any advance of Expenses until a final judicial determination is made with
respect thereto (as to which all rights of appeal therefrom have been exhausted
or lapsed).

         Section 6. Indemnification Procedures.

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                  (a) The Indemnified Party agrees promptly to notify the
         Company in writing upon being served with any summons, citation,
         subpoena, complaints, indictment, information or other document
         relating to any Proceeding or matter which may be subject to
         indemnification covered hereunder. The failure of the Indemnified Party
         to so notify the Company will not relieve the Company of any obligation
         which it may have to the Indemnified Party under this Agreement or
         otherwise.

                  (b) The Indemnified Party will be entitled to control the
         defense of any Proceeding with counsel of his own choosing reasonably
         acceptable to the Company, and the Company will cooperate in the
         defense of such Proceeding. If the Indemnified Party determines not to
         control the defense of any Proceeding with counsel of his own choosing,
         the Indemnified Party will promptly so notify the Company in writing
         and the Company will be required to assume the defense of such
         Proceeding using counsel reasonably acceptable to the Indemnified
         Party.

                  (c) The Company will not be liable for any settlement of any
         Proceeding by the Indemnified Party effected without the Company's
         written consent, which consent will not be unreasonably withheld,
         delayed or conditioned by the Company. The Company will not be required
         to obtain the consent of the Indemnified Party to the settlement of any
         Proceeding that the Company has undertaken to defend if the Company
         assumes full and sole responsibility for such settlement and the
         settlement grants the Indemnified Party a complete and unqualified
         release with respect to all potential liability.

                  (d) To obtain indemnification, the advancement of Expenses or
         contribution by the Company under this Agreement, the Indemnified Party
         must submit to the Company a written request, including therewith such
         documentation and information as is reasonably available to the
         Indemnified Party and is reasonably necessary to determine whether and
         to what extent the Indemnified Party is entitled to indemnification.
         The Corporate Secretary of the Company will, promptly upon receipt of
         such a request for indemnification, advise the Board of Directors in
         writing that the Indemnified Party has requested indemnification.

                  (e) Upon written request by the Indemnified Party for
         indemnification, a determination, if required by applicable law, with
         respect to the Indemnified Party's entitlement thereto will be made in
         the specific case (i) if a Change in Control has not occurred since the
         date of this Agreement, (A) by the Board of Directors by a majority
         vote of the Disinterested Directors, (B) if a quorum of the Board of
         Directors consisting of Disinterested Directors is not obtainable or,
         if obtainable, if the majority of the Disinterested Directors so
         direct, by Independent Counsel in a written opinion to the Board of
         Directors, a copy of which will be delivered to the Indemnified Party,
         or (C) if so directed by a majority of the Disinterested Directors, by
         the stockholders of the Company or (ii) if a Change in Control has
         occurred since the date of this Agreement, by Independent Counsel in a
         written opinion to the Board of Directors, a copy of which will be
         delivered to the Indemnified Party (unless the Indemnified Party
         requests that such



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         determination be made by the Board of Directors or the stockholders, in
         which case the determination will be made in the manner provided in
         clause (i) above). The Indemnified Party will cooperate with the person
         or entity making such determination with respect to the Indemnified
         Party's entitlement to indemnification, including providing to such
         person or entity upon reasonable request with any documentation or
         information that is not privileged or otherwise protected from
         disclosure and that is reasonably available to the Indemnified Party
         and reasonably necessary to such determination. Any Independent
         Counsel, member of the Board of Directors, or stockholder of the
         Company will act reasonably and in good faith in making a determination
         under the Agreement of the Indemnified Party's entitlement to
         indemnification. Any costs or expenses (including attorneys' fees and
         disbursements) incurred by the Indemnified Party in so cooperating with
         the person or entity making such determination will be borne by the
         Company (irrespective of the determination as to the Indemnified
         Party's entitlement to indemnification) and the Company hereby agrees
         to indemnify and hold the Indemnified Party harmless therefrom.

                  (f) If the determination of entitlement to indemnification is
         to be made by Independent Counsel, the Independent Counsel will be
         selected as provided in this Section 6(f). If a Change in Control has
         not occurred since the date of this Agreement, the Independent Counsel
         will be selected by the Company's Board of Directors, and the Company
         will give written notice to the Indemnified Party advising him of the
         identity of the Independent Counsel so selected. If a Change in Control
         has occurred since the date of this Agreement, the Independent Counsel
         will be selected by the Indemnified Party and the Indemnified Party
         will give written notice to the Company advising it of the identity of
         the Independent Counsel so selected. In either event, the Indemnified
         Party or the Company, as the case may be, may, within 10 days after
         such written notice of selection will have been given, deliver to the
         other party a written objection to such selection; provided that such
         objection may be asserted only on the ground that the Independent
         Counsel so selected does not meet the requirements of "Independent
         Counsel" as defined in Section 1, and the objection will set forth with
         particularity the factual basis of such assertion. Absent a proper and
         timely objection, the person so selected will act as Independent
         Counsel. If a written objection is made and substantiated, the
         Independent Counsel selected may not serve as Independent Counsel
         unless and until such objection is withdrawn or a court has determined
         that such objection is without merit. If, within 20 days after
         submission by the Indemnified Party of a written request for
         indemnification pursuant to Section 6(d), no Independent Counsel has
         been selected and not objected to, either the Company or the
         Indemnified Party may petition any court of competent jurisdiction for
         resolution of any objection which may have been made by the Company or
         the Indemnified Party to the other party's selection of Independent
         Counsel or for the appointment as Independent Counsel of a person
         selected by the court or by such other person as the court will
         designate, and the person with respect to whom all objections are so
         resolved or the person so appointed will act as Independent Counsel
         under Section 6(e). The Company will pay any and all reasonable fees
         and expenses of Independent Counsel incurred by such Independent
         Counsel in connection with acting pursuant to Section 6(e), and the
         Company will pay all reasonable



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         fees and expenses incident to the procedures of this Section 6(f),
         regardless of the manner in which such Independent Counsel was selected
         or appointed. Upon the commencement of any judicial proceeding or
         arbitration pursuant to this Agreement, Independent Counsel will be
         discharged and relieved of any further responsibility in such capacity
         (subject to the applicable standards of professional conduct then
         prevailing).

                  (g) If it is determined that the Indemnified Party is entitled
         to indemnification, payment to the Indemnified Party will be made
         within 10 days after such determination.

         Section 7. Assumptions and Effect of Certain Proceedings.

                  (a) In making a determination with respect to entitlement to
         indemnification under this Agreement, the person or entity making such
         determination will presume that the Indemnified Party is entitled to
         indemnification under this Agreement if the Indemnified Party has
         submitted a request for indemnification in accordance with Section 6(d)
         and the Company will have the burden of proof to overcome that
         presumption in connection with the making by any person or entity of
         any determination contrary to that presumption.

                  (b) If the person or entity empowered or selected under
         Section 6 to determine whether the Indemnified Party is entitled to
         indemnification has not made a determination within 30 days after
         receipt by the Company of the request therefor, the requisite
         determination of entitlement to indemnification will be deemed to have
         been made and the Indemnified Party will be entitled to such
         indemnification, absent (i) a misstatement by the Indemnified Party of
         a material fact, or an omission of a material fact necessary to make
         the Indemnified Party's statement not materially misleading, in
         connection with the request for indemnification or (ii) a prohibition
         of such indemnification under applicable law. Notwithstanding the
         foregoing, the provisions of this Section 7(b) will not apply if (i)
         the determination of entitlement to indemnification is to be made by
         the stockholders pursuant to Section 6(e) and if (A) within 15 days
         after receipt by the Company of the request for such determination the
         Board of Directors or the Disinterested Directors, if appropriate,
         resolve to submit such determination to the stockholders for their
         consideration at an annual meeting thereof to be held within 75 days
         after such receipt and such determination is made thereat, or (B) a
         special meeting of stockholders is called within 15 days after such
         receipt for the purpose of making such determination, such meeting is
         held for such purpose within 60 days after having been so called and
         such determination is made thereat, or (ii) the determination of
         entitlement to indemnification is to be made by Independent Counsel
         pursuant to Section 6(e).

                  (c) The termination of any Proceeding or of any claim, issue
         or matter therein, by judgment, order, settlement (with or without
         court approval), conviction, or upon a plea of nolo contendere or its
         equivalent, will not (except as otherwise expressly provided in this
         Agreement) of itself adversely affect the right of the Indemnified
         Party to indemnification or create a presumption that the Indemnified
         Party did not act in good faith and in a manner which he reasonably
         believed to be in or not opposed to the best



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         interests of the Company or, with respect to any criminal Proceeding,
         that the Indemnified Party had reasonable cause to believe that his
         conduct was unlawful.

                  (d) For purposes of any determination of good faith, the
         Indemnified Party will be deemed to have acted in good faith if the
         Indemnified Party's action is based on the records or books of account
         of the Company, including financial statements, or on information
         supplied to the Indemnified Party by the directors, officers or
         employees of the Company in the course of their duties, or on the
         advice of legal counsel for the Company or on information or records
         given or reports made to the Company by an independent certified public
         accountant or by an appraiser or other expert selected with reasonable
         care by the Company. In addition, the knowledge or actions, or failure
         to act, of any director, officer, agent or employee of the Company will
         not be imputed to the Indemnified Party for purposes of determining the
         right to indemnification under this Agreement. The provisions of this
         Section 7(d) will not be deemed to be exclusive or to limit in any way
         the other circumstances in which the Indemnified Party may be deemed to
         have met the applicable standards of conduct set forth in this
         Agreement.

         Section 8. Remedies of Indemnified Party.

                  (a) In the event that (i) a determination is made pursuant to
         Section 6 that the Indemnified Party is not entitled to indemnification
         under this Agreement, (ii) advancement of Expenses is not timely made
         pursuant to Section 5, (iii) no determination of entitlement to
         indemnification has been made pursuant to Section 6(e) within 90 days
         after receipt by the Company of the request for indemnification, (iv)
         payment of indemnification is not made pursuant to Section 3 within 10
         days after receipt by the Company of a written request therefor, or (v)
         payment of indemnification is not made within 10 days after a
         determination has been made that the Indemnified Party is entitled to
         indemnification or such determination is deemed to have been made
         pursuant to Section 6 or 7, the Indemnified Party will be entitled to
         an adjudication in an appropriate court of the State of Delaware, or in
         any other court of competent jurisdiction, of his entitlement to such
         indemnification. Alternatively, the Indemnified Party, at his option,
         may seek an award in arbitration to be conducted in Chicago, Illinois
         by a single arbitrator pursuant to the Commercial Arbitration Rules of
         the American Arbitration Association. The Indemnified Party will
         commence such proceeding seeking an adjudication or an award in
         arbitration within 120 days following the date on which the Indemnified
         Party first has the right to commence such proceeding pursuant to this
         Section 8(a). The Company will not oppose the Indemnified Party's right
         to seek any such adjudication or award in arbitration.

                  (b) In the event that a determination has been made pursuant
         to Section 6(e) that the Indemnified Party is not entitled to
         indemnification, any judicial proceeding or arbitration commenced
         pursuant to this Section 8 will be conducted in all respects as a de
         novo trial or arbitration on the merits and the Indemnified Party will
         not be prejudiced by reason of that adverse determination.


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                  (c) If a determination has been made pursuant to Section 6(e)
         that the Indemnified Party is entitled to indemnification, the Company
         will be bound by such determination in any judicial proceeding or
         arbitration commenced pursuant to this Section 8 absent (i) a
         misstatement by the Indemnified Party of a material fact, or an
         omission of a material fact necessary to make the Indemnified Party's
         statement not materially misleading, in connection with the request for
         indemnification or (ii) a prohibition of such indemnification under
         applicable law.

                  (d) In the event that the Indemnified Party, pursuant to this
         Section 8, seeks a judicial adjudication of or an award in arbitration
         to enforce his rights under, or to recover damages for breach of, this
         Agreement, the Indemnified Party will be entitled to recover from the
         Company, and will be indemnified by the Company against, any and all
         Expenses actually and reasonably incurred by him in such judicial
         adjudication or arbitration, but only if he prevails therein. If it is
         determined in such judicial adjudication or arbitration that the
         Indemnified Party is entitled to receive part but not all of the
         indemnification sought, the expenses incurred by the Indemnified Party
         in connection with such judicial adjudication or arbitration will be
         appropriately prorated. The Company will indemnify the Indemnified
         Party against any and all expenses and, if requested by the Indemnified
         Party, will (within 10 days after receipt by the Company of a written
         request therefor) advance such expenses to the Indemnified Party, which
         are incurred by the Indemnified Party in connection with any action
         brought by the Indemnified Party to recover under any directors' and
         officers' liability insurance policies maintained by the Company,
         regardless of whether the Indemnified Party ultimately is determined to
         be entitled to such indemnification, advancement of expenses or
         insurance recovery, as the case may be.

                  (e) The Company will be precluded from asserting in any
         judicial proceeding or arbitration commenced pursuant to this Section 8
         that the procedures and presumptions of this Agreement are not valid,
         binding and enforceable and will stipulate in any such court or before
         any such arbitrator that the Company is bound by all the provisions of
         this Agreement.

         Section 9. Agreements Relating to Change in Control.

                  (a) For a period of six years after the date of any Change in
         Control, the Company will cause to be maintained in effect the policies
         of directors and officers liability insurance and fiduciary liability
         insurance currently maintained by the Company with respect to claims
         arising from or relating to actions or omissions, or alleged actions or
         omissions, occurring on or prior to the date of the Change in Control.
         The Company may at its discretion substitute for such policies
         currently maintained by the Company directors and officers liability
         insurance and fiduciary liability insurance policies with reputable and
         financially sound carriers providing for no less favorable coverage.
         Notwithstanding the provisions of this Section 9(a), the Company will
         not be obligated to make annual premium payments with respect to such
         policies of insurance to the extent such premiums exceed 300 percent of
         the annual premiums paid by the Company as of



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         the date of this Agreement. If the annual premium costs necessary to
         maintain such insurance coverage exceed the foregoing amount, the
         Company will maintain the most advantageous policies of directors and
         officers liability insurance and fiduciary liability insurance
         obtainable for an annual premium equal to the foregoing amount.

                  (b) For a period of six years after the date of any Change in
         Control, the Company will maintain in effect such provisions in its
         Certificate of Incorporation providing for exculpation of director and
         officer liability and indemnification to the fullest extent permitted
         from time to time under the law of the State of Delaware, which
         provisions will not be amended, except as required by applicable law or
         except to make changes permitted by applicable law that would enlarge
         the scope of the Indemnified Party's indemnification rights thereunder.
         The foregoing will not be deemed to restrict the right of the Company
         to modify the provisions of its Certificate of Incorporation relating
         to exculpation of director and officer liability or indemnification
         with respect to events or occurrences after the date of the Change in
         Control so long as such modifications do not adversely affect the
         rights of the Indemnified Party.

         Section 10. Non-Exclusivity.

                  (a) The rights of indemnification as provided by this
         Agreement will not be deemed exclusive of any other rights to which the
         Indemnified Party may at any time be entitled under applicable law, the
         Certificate of Incorporation of the Company, any agreement, any vote of
         stockholders or a resolution of directors, or otherwise. No amendment,
         alteration or repeal of this Agreement or of any provision hereof will
         limit or restrict any right of the Indemnified Party under this
         Agreement in respect of any action taken or omitted by such the
         Indemnified Party prior to such amendment, alteration or repeal. To the
         extent that a change in the Delaware Law, whether by statute or
         judicial decision, permits greater indemnification than would be
         afforded currently under the Company's Certificate of Incorporation and
         this Agreement, it is the intent of the parties hereto that the
         Indemnified Party will enjoy by this Agreement the greater benefits so
         afforded by such change. No right or remedy herein conferred is
         intended to be exclusive of any other right or remedy, and every other
         right and remedy will be cumulative and in addition to every other
         right and remedy given hereunder or now or hereafter existing at law or
         in equity or otherwise. The assertion or employment of any right or
         remedy hereunder, or otherwise, will not prevent the concurrent or
         subsequent assertion or employment of any other right or remedy.

                  (b) To the extent that the Company maintains an insurance
         policy or policies providing liability insurance for directors,
         officers, employees, agents or fiduciaries of the Company or of any
         other corporation, partnership, joint venture, trust, employee benefit
         plan or other enterprise which such person serves at the request of the
         Company, the Indemnified Party will be covered by such policy or
         policies in accordance with its or their terms to the maximum extent of
         the coverage available for any such director, officer, employee, agent
         or fiduciary under such policy or policies.


<PAGE>   11

                  (c) In the event of any payment under this Agreement, the
         Company will be subrogated to the extent of such payment to all of the
         rights of recovery of the Indemnified Party, who will execute all
         papers required and take all action necessary to secure such rights,
         including execution of such documents as are necessary to enable the
         Company to bring suit to enforce such rights.

                  (d) The Company will not be liable under this Agreement to
         make any payment of amounts otherwise indemnifiable hereunder if and to
         the extent that the Indemnified Party has otherwise actually received
         such payment under any insurance policy, contract, agreement or
         otherwise.

         Section 11. Duration of Agreement. All agreements and obligations of
the Company contained in this Agreement will continue during the period the
Indemnified Party is a director, officer, employee or agent of the Company or is
serving at the request of the Company as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust or other
enterprise and will continue thereafter so long as the Indemnified Party may be
subject to any Proceeding (or any proceeding commenced under Section 8), whether
or not he is acting or serving in any such capacity at the time any liability or
Expense is incurred for which indemnification may be sought under this
Agreement. This Agreement will be binding upon and inure to the benefit of and
be enforceable by the parties hereto and their respective successors (including
any direct or indirect successor by purchase, merger, consolidation or otherwise
to all or substantially all of the business or assets of the Company), assigns,
spouses, heirs, executors and personal and legal representatives.

         Section 12. Security. To the extent requested by the Indemnified Party
and approved by the Company's Board of Directors, the Company may at any time
and from time to time provide security to the Indemnified Party for the
Company's obligations hereunder through an irrevocable blank line of credit,
funded trust or other collateral. Any such security, once provided to the
Indemnified Party, may not be revoked or released without the prior written
consent of the Indemnified Party.

         Section 13. Miscellaneous.

                  (a) No agreement modifying or amending this Agreement or
         extending or waiving any provision of this Agreement will be valid or
         binding unless it is in writing and is executed and delivered by or on
         behalf of the party against which it is sought to be enforced.

                  (b) Whenever possible, each provision of this Agreement will
         be interpreted in such manner as to be effective and valid under
         applicable law, but if any provision of this Agreement is held to be
         prohibited by or invalid under applicable law, such provision will be
         ineffective only to the extent of such prohibition or invalidity,
         without invalidating the remainder of this Agreement.


<PAGE>   12

                  (c) This Agreement may be executed simultaneously in two or
         more counterparts, any one of which need not contain the signatures of
         more than one party, but all such counterparts taken together will
         constitute one and the same Agreement.

                  (d) The descriptive headings of this Agreement are inserted
         for convenience only and do not constitute a part of this Agreement.

                  (e) All notices, demands or other communications to be given
         or delivered under or by reason of the provisions of this Agreement
         will be in writing and will be deemed to have been given when delivered
         personally to the recipient or when sent to the recipient by telecopy
         (receipt confirmed), one business day after the date when sent to the
         recipient by reputable express courier service (charges prepaid) or
         three business days after the date when mailed to the recipient by
         certified or registered mail, return receipt requested and postage
         prepaid. Such notices, demands and other communications will be sent to
         the Company and the Indemnified Party at the addresses indicated below:

<TABLE>
<S>                                                  <C>
                  If to the Company:                 Northfield Laboratories Inc.
                                                     1560 Sherman Avenue
                                                     Suite 1000
                                                     Evanston, Illinois 60201-4422
                                                     Attention: Corporate Secretary


                  If to the Indemnified Party:       c/o Northfield Laboratories Inc.
                                                     1560 Sherman Avenue
                                                     Suite 1000
                                                     Evanston, Illinois 60201-4422
</TABLE>

                  or to such other address or to the attention of such other
         party as the recipient party has specified by prior written notice to
         the sending party.

                  (f) This Agreement constitutes the entire agreement among the
         parties and supersedes any prior understandings, agreements or
         representations by or among the parties, written or oral, that may have
         related in any way to the subject matter hereof.

                  (g) The language used in this Agreement will be deemed to be
         the language chosen by the parties to express their mutual intent and
         no rule of strict construction will be applied against any party. The
         use of the word "including" in this Agreement means "including without
         limitation" and is intended by the parties to be by way of example
         rather than limitation.

                  (h) ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND
         INTERPRETATION OF THIS AGREEMENT AND THE SCHEDULES HERETO WILL BE
         GOVERNED BY THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF THE
         STATE OF DELAWARE.


<PAGE>   13



                  IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the date first written above.


                                              NORTHFIELD LABORATORIES INC.

                                              By_______________________________

                                              Its______________________________



                                              _________________________________