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                                                                   EXHIBIT 10.12



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                          NORTHFIELD LABORATORIES INC.
                       STOCK OPTION PLAN FOR NEW EMPLOYEES
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         1.       Purpose.

         The purpose of the Northfield Laboratories Inc. Stock Option Plan for
New Employees (the "Plan") is to enhance the ability of the Company to attract
and retain qualified new employees. The Company believes that the possibility of
participating in the Plan will provide prospective employees with an inducement
to join the Company and will assist the Company in attracting and retaining
employees of outstanding training, experience and ability.

         2.       Definitions.

         "Authorized Plan Shares" has the meaning set forth in Section 6(a).

         "Award" means an award or grant of a Stock Option made to a Participant
pursuant to Section 8.

         "Award Agreement" means the agreement provided in connection with an
Award in accordance with Section 11.

         "Award Date" means the date that an Award is made, as specified in the
Award Agreement with respect to such Award.

         "Board of Directors" means the Board of Directors of the Company.

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

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

         "Committee" means the Compensation Committee of the Board of Directors
or any successor committee thereto.

         "Common Stock" means the Company's Common Stock, par value $.01 per
share.


         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.




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         "Fair Market Value" on any date means the average of the highest and
the lowest sales prices of a share of Common Stock on The Nasdaq Stock Market,
Inc. ("Nasdaq") for such date; provided that if no sales of Common Stock are
reported on Nasdaq for such date or, in the opinion of the Committee, the sales
of Common Stock on such date are insufficient to constitute a representative
market, then the Fair Market Value of a share of Common Stock on such date will
be deemed to be the average of the highest and lowest sales prices of a share of
Common Stock as reported on Nasdaq for the immediately preceding day on which
sales of Common Stock are reported and a representative market exists.

         "Option Price" means the purchase price of one share of Common Stock
under a Stock Option.

         "Participant" means an employee of the Company who has been offered the
right to participate in the Plan as an inducement to accept an offer of
employment with the Company.

         "Plan" means the Northfield Laboratories Inc. Stock Option Plan for New
Employees, as amended from time to time.

         "Settlement Date" means, with respect to any Stock Option that has been
exercised in whole or in part, the date or dates as of which shares of Common
Stock are to be delivered to the Participant and the Option Price therefor paid.

         "Stock Option" means any right to purchase shares of Common Stock
awarded pursuant to Section 8.

         "Terminating Event" means any (a) 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 or (b) 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.

         3.       Term.

         The Plan will be effective as of January 1, 2003 and will remain in
effect through December 31, 2012. After termination of the Plan, no further
Awards may be granted but outstanding Awards will remain effective in accordance
with their terms and the terms of the Plan.

         4.       Plan Administration.

                  (a) The Committee will be responsible for administering the
         Plan. The Committee will have full and exclusive discretionary power to
         interpret the Plan


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         and determine eligibility for benefits and to adopt such rules,
         regulations and guidelines for administering the Plan as the Committee
         may deem necessary or proper. Such power will include, but not be
         limited to, selecting Award recipients, establishing all Award terms
         and conditions and, subject to Section 11, adopting modifications and
         amendments to the Plan or any Award Agreement. The Committee may
         delegate to one or more of its members or to one or more agents or
         advisors such non-discretionary administrative duties as it may deem
         advisable, and the Committee or any person to whom it has delegated
         duties as aforesaid may employ one or more persons to render advice
         with respect to any responsibility the Committee or such person may
         have under the Plan.

                  (b) The Committee may employ attorneys, consultants,
         accountants and other persons and the Committee, the Company and its
         officers and directors will be entitled to rely upon the advice,
         opinions or valuations of any such persons. All actions taken and all
         interpretations and determinations made by the Committee in good faith
         will be final and binding upon the Participants, the Company and all
         other interested persons. No member of the Committee will be personally
         liable for any action, determination or interpretation made in good
         faith with respect to the Plan or any Award, and all members of the
         Committee will be fully protected by the Company, to the fullest extent
         permitted by applicable law, in respect of any such action,
         determination or interpretation.

         5.       Eligibility.

         Awards will be limited to employees of the Company who have been
offered the right to participate in the Plan as an inducement to their
acceptance of an offer of employment by the Company. No person will be eligible
to receive an Award under the Plan more than 90 days after the date of such
person's employment by the Company. In determining the persons to whom Awards
will be made, the Committee will, in its sole discretion, take into account the
nature of the person's duties, potential contributions to the success of the
Company and such other factors as the Committee may deem relevant in connection
with accomplishing the purposes of the Plan.

         6.       Authorized Awards; Limitations.

         Except for adjustments pursuant to Section 7, the maximum number of
shares of Common Stock that will be available for issuance under the Plan (the
"Authorized Plan Shares") will be 350,000. If an Award expires unexercised or is
forfeited, surrendered, canceled, terminated or settled in cash in lieu of
Common Stock, the shares of Common Stock that were theretofore subject, or
potentially subject, to such Award may again be made subject to an Award
Agreement. Common Stock that may be issued under the Plan may be either
authorized and unissued shares, or issued shares that have been reacquired by
the Company and that are being held as treasury shares. No fractional shares of
Common Stock will be issued under the Plan; provided that cash, in an amount
equal to the Fair Market Value of a fractional share of Common Stock as of the
Settlement Date of the Award will be paid in lieu of any fractional shares in
the settlement of Awards payable in shares of Common Stock.


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         7.       Adjustments and Reorganizations.

                  (a) The Committee may make such adjustments to Awards granted
         under the Plan (including the terms, exercise price and otherwise) as
         it deems appropriate in the event of changes that impact the Company or
         the Company's share price or share status; provided that any such
         actions are consistently and equitably applied to all affected
         Participants.

                  (b) In the event of any merger, reorganization, consolidation,
         recapitalization, separation, liquidation, stock dividend, stock split,
         extraordinary dividend, spin-off, rights offering, share combination or
         other change in the corporate structure of the Company affecting the
         Common Stock, the number of Authorized Plan Shares and the kind of
         shares that may be delivered under the Plan will be subject to such
         equitable adjustment as the Committee, in its sole discretion, may deem
         appropriate in order to preserve the benefits or potential benefits to
         be made available under the Plan, and the number and kind and price of
         shares subject to outstanding Awards and any other terms of outstanding
         Awards will be subject to such equitable adjustment as the Committee,
         in its sole discretion, may deem appropriate in order to prevent
         dilution or enlargement of outstanding Awards.

         8.       Awards.

                  (a) The Option Price of a Stock Option will be not less than
         100% of the Fair Market Value of a share of Common Stock on the Award
         Date. Stock Options granted pursuant to the Plan will be subject to
         such additional terms, conditions or restrictions as may be provided in
         the Award Agreement relating to such Stock Option. No Stock Option
         awarded under the Plan will be designated as an "incentive stock
         option" within the meaning of Section 422 of the Code.

                  (b) The Option Price will be paid in full at the time of the
         exercise of the Stock Option and may be paid in any of the following
         methods or combinations thereof:

                           (i) in cash or by check, bank draft or money order
                  payable to the order of the Company;

                           (ii) subject to approval by the Committee, by the
                  delivery of shares of Common Stock having an aggregate Fair
                  Market Value on the date of such exercise equal to the Option
                  Price;

                           (iii) subject to compliance with applicable law, by
                  the Participant's simultaneous exercise of Stock Options, sale
                  of shares of Common Stock acquired thereby and application of
                  the proceeds therefrom to the payment of the Option Price
                  pursuant to procedures established by the Committee from time
                  to time; or

                           (iv) in any other manner that the Committee may
                  approve.


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         10.      Transferability and Beneficiaries.

         Unless otherwise determined by the Committee in its sole discretion, no
Awards under the Plan will be assignable, alienable, saleable or otherwise
transferable other than by will or the laws of descent and distribution, or
pursuant to a qualified domestic relations order (as defined by the Code) or
Title I of the Employee Retirement Income Security Act or the rules thereunder.

         11.      Award Agreements.

         Awards under the Plan will be evidenced by Award Agreements that set
forth the details, conditions and limitations for each Award, which may include
the term of an Award, the provisions applicable in the event the Participant's
employment with the Company terminates and the Company's authority to
unilaterally or bilaterally amend, modify, suspend, cancel or rescind any Award.

         12.      Amendments.

         The Committee may suspend, terminate or amend the Plan as it deems
necessary or appropriate to better achieve the purposes of the Plan; provided
that without the approval of the Company's stockholders, no such amendment will
be made for which stockholder approval is necessary to comply with any
applicable tax, legal or regulatory requirement.

         13.      Tax Withholding.

         The Company will have the right to (a) make deductions from any
settlement of an Award made under the Plan, including the delivery or vesting of
shares, or require that shares or cash, or both, be withheld from any Award, in
each case in an amount sufficient to satisfy withholding of any federal, state
or local taxes required by law and (b) take such other action as may be
necessary or appropriate to satisfy any such withholding obligations. The
Committee may determine the manner in which such tax withholding may be
satisfied and may permit shares of Common Stock (rounded up to the next whole
number) to be used to satisfy required tax withholding based on the Fair Market
Value of any such shares of Common Stock as of the Settlement Date of the
applicable Award. For this purpose, the Committee may permit the use of
outstanding shares held by the applicable Participant or shares issued or
issuable upon the settlement of the applicable Award.

         14.      Provisions Relating to Terminating Events.

                  (a) The Company, at its option, may give each Participant at
         least ten business days written notice (or, if such notice period is
         not practicable, such shorter notice period as the Company determines
         in good faith is practicable) prior to the anticipated date of the
         consummation of a Terminating Event. Upon receipt of such notice, and
         for a period of five business days thereafter (or such other period as
         may be specified in the Company's notice with respect to the
         Terminating Event), each Participant will be permitted to exercise, in
         whole or in part, the vested and unexercised portion of each Stock
         Option held by such Participant in accordance with the terms and
         conditions of the Plan and the Award Agreement relating to such Stock
         Option.


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                  (b) Upon the consummation of the Terminating Event, all Stock
         Options will be canceled and forfeited to the extent they have not been
         exercised in accordance with the provisions of Section 14(a).

                  (c) If the Terminating Event is not consummated, all Stock
         Options exercised pursuant to the Company's notice of the Terminating
         Event will be deemed not to have been exercised and will thereafter be
         exercisable to the same extent and on the same terms and conditions as
         if notice of the Terminating Event had not been given by the Company.

                  (d) In lieu of delivering notice of a Terminating Event
         pursuant to the provisions of Section 14(a), the Company, at its
         option, may cause the successor or acquiring corporation in connection
         with any Terminating Event or, if applicable, the corporate parent of
         any such corporation (the "Successor Corporation"), to assume in
         writing the obligations of the Company under the Plan and the
         outstanding Award Agreements entered into pursuant to the Plan. In such
         event, the number and kind of shares acquirable upon the exercise of
         the Stock Options and the exercise price applicable thereto will be
         adjusted appropriately and the Stock Options as so adjusted will be
         deemed solely to represent rights to acquire shares of the Successor
         Corporation in the manner provided in the agreements between the
         Company and the Successor Corporation.

         15.      Other Company Benefit and Compensation Programs.

         Unless otherwise specifically determined by the Committee in its sole
discretion, settlements of Awards received by a Participant under the Plan will
not be deemed a part of the Participant's regular, recurring compensation for
purposes of calculating payments or benefits from any Company benefit plan or
severance program. Further, the Company may adopt other compensation programs,
plans or arrangements as it deems appropriate or necessary.

         16.      Unfunded Plan.

         Unless otherwise determined by the Committee in its sole discretion,
the Plan will be unfunded and will not create or be construed to create a trust
or a separate fund or funds. The Plan will not establish any fiduciary
relationship between the Company and any Participant or other person. To the
extent any person holds any rights by virtue of a grant awarded under the Plan,
such right (unless otherwise determined by the Committee in its sole discretion)
will be no greater than the right of an unsecured general creditor of the
Company.


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         17.      Future Rights.

         No person will have any claim or right to be granted an Award under the
Plan and no Participant will have any right under the Plan to be retained in the
employment of the Company.

         18.      Governing Law.

         The validity, construction and effect of the Plan and all Award
Agreements, and any actions taken or relating to the Plan or any Award
Agreement, will be determined in accordance with applicable federal law and the
internal laws, and not the law of conflicts, of the State of Delaware.

         19.      Successors and Assigns.

         The Plan will be binding on all successors and assigns of each
Participant, including without limitation the estate of such Participant and the
executor, administrator or trustee of such estate, and any receiver or trustee
in bankruptcy or representative of the Participant's creditors.

         20.      Rights as a Stockholder.

         Except as otherwise provided in any Award Agreement, a Participant will
have no rights as a stockholder of the Company until he or she becomes the
holder of record of Common Stock.

         21.      Awards; Compliance with Section 16.

         No Award or other transaction will be permitted under the Plan which
would have the effect of imposing liability on a Participant under Section 16 of
the Exchange Act. Irrespective of any other provision of the Plan or any Award
Agreement, any such Award or other transaction purportedly made under or
pursuant to the Plan will be void ab initio.



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