Exhibit 10.32

                              EMPLOYMENT AGREEMENT


     This Agreement by and between Keryx  Biopharmaceuticals,  Inc. ("Keryx"), a
Delaware   corporation  having  an  address  at  101  Main  Street,   Cambridge,
Massachusetts,  and  Thomas  J.  Humphries,  M.D.,  an  individual  residing  at
__________________________________________ ("Humphries").

WITNESSETH:

     WHEREAS,  the  Corporation  desires  to employ  Humphries  as  Senior  Vice
President, Clinical Development of Keryx and Humphries desires to be employed by
the Keryx as Senior Vice President,  Clinical Development of Keryx, all pursuant
to the terms and conditions hereinafter set forth;

     NOW THEREFORE,  in  consideration  of the foregoing and the mutual promises
and covenants herein contained, it is agreed as follows:


1.   EMPLOYMENT DUTIES

     (a) Keryx  hereby  engages and employs  Humphries,  and  Humphries  accepts
engagement and  employment,  as Senior Vice President,  Clinical  Development of
Keryx,  to  direct,   supervise  and  have  responsibilities  for  the  clinical
development  activities of Keryx and for any other  appropriate  areas and tasks
which the Board of Directors  and/or the Chief  Executive  Officer may assign to
him.  Humphries  will devote his entire  business  time,  energy,  abilities and
experience  to the  performance  of his duties,  effectively  and in good faith.
Further,  during the Term,  Humphries  shall not render services as an employee,
consultant or otherwise,  whether or not during regular  business hours, for pay
to any other party other than the Corporation  without the written permission of
the  Chief  Executive  Officer.  Humphries  acknowledges  and  agrees  that  the
performance  by  Humphries  of his  duties  hereunder  may  require  significant
domestic and international travel by Humphries.

     (b) Humphries agrees that he shall have relocated to the Boston area within
four (4)  months  from the date he  executes  this  Agreement.  Keryx  agrees to
reimburse  Humphries for relocation  expenses in accordance  with, and up to the
limits set forth in Paragraph 3(e), below.


2.   TERM

         Humphries's employment hereunder shall commence on November 9, 2001,
and shall continue unless sooner terminated as hereinafter provided in Paragraph
8 (the "Term").

3.       COMPENSATION

     (a) As  compensation  for the performance of his duties on behalf of Keryx,
Humphries shall be compensated as follows:

          (i) Base  Salary  and Annual  Increases.  Humphries  shall  receive an
     annual  gross  base  salary  of two  hundred  and  forty  thousand  dollars
     ($240,000)  payable in accordance with the  Corporation's  payroll policies
     and  subject  to  standard  payroll   deductions  and   withholdings.   The
     Corporation's  Board of Directors shall review Humphries's  performance and
     the  Corporation's  financial and  operating  results on at least an annual
     basis,  and may adjust  Humphries's  base  salary as it, in its  reasonable
     discretion,  deems appropriate  based on such review.  In addition,  in the
     event that the Corporation  closes at least two outlicensing deals worth at
     least $10 million  subsequent  to the start of Humphries'  employment,  his
     base salary will be increased by $10,000.

          (ii) Bonus. Humphries shall be eligible to receive one or more bonuses
     during any calendar year in the discretion of the Chief Executive  Officer,
     acting in consultation with the Board of Directors. In addition,


          (iii) Equity. The Corporation, subject to the approval of the Board of
     Directors,  will grant Humphries options (the "Options") to purchase 81,000
     shares of the common stock of the Corporation  (the "Initial  Grant") at an
     exercise price equal to the closing price of the Corporation's Common Stock


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     on Nasdaq on the day prior to the  start of  Humphries's  employment.  (the
     "Exercise  Price"),  which options shall be exercisable  for a period of 10
     years from the date of issuance.  Humphries's Options will be granted under
     the  Corporation's  2000 Stock Option Plan (the "Plan") and will be subject
     to the terms and conditions  thereof,  including any Stock Option Agreement
     entered into by Humphries  and the  Corporation  thereunder.  In accordance
     with the Plan,  should any change be made to the Common  Stock by reason of
     any stock split, stock dividend,  recapitalization,  combination of shares,
     exchange of shares or other change  affecting the outstanding  Common Stock
     as a class without the Corporation's receipt of consideration,  appropriate
     adjustments  shall  be  made  to (A)  the  total  number  and/or  class  of
     securities  subject to such options and (B) the Exercise  Price in order to
     reflect such change and thereby  preclude a dilution or  enlargement  under
     such  options.  The Initial  Grant shall vest as follows:  27,000 after six
     months of  employment;  27,000  after 18 months of  employment;  and 27,000
     after 30  months  of  employment;  provided  that at the  time of  vesting,
     Humphries  is employed by the  Corporation  or by a parent,  subsidiary  or
     affiliate of the  Corporation.  Additionally,  Humphries may be entitled to
     further  annual  grants of options  in  accordance  with the  Corporation's
     executive compensation plans taking into account his role as part of senior
     management.

     (b) Expenses.  Keryx shall  reimburse  Humphries for all normal,  usual and
necessary  expenses  incurred by  Humphries in  furtherance  of the business and
affairs of Keryx,  including travel and entertainment,  against receipt by Keryx
of appropriate vouchers or other proof of Humphries's expenditures and otherwise
in accordance with such Expense Reimbursement Policy as may from time to time be
adopted by the Board of Directors of Keryx.

     (c) Annual Leave and Holidays.  Humphries shall be entitled during the term
of this  Agreement to twenty (20) business days of annual leave per year as well
as the  following  holidays:  New Year's Day,  President's  Day,  Memorial  Day,
Independence  Day,  Labor  Day,  Thanksgiving  Day and the  day  following,  and
Christmas Day.

     (d) Employee Benefits.  During the Term of his employment,  Humphries shall
be entitled to participate in all employee and fringe benefit plans and programs
generally  offered to other  members  of the  Corporation's  management  who are
similarly situated,  including, without limitation, any pension, profit sharing,
incentive,  retirement,  insurance, health and disability benefits and plans, to
the extent that  Humphries is eligible  under and subject to the  provisions  of
such plans. The Corporation reserves its right to modify or terminate any of its
employee and fringe benefit plans and programs at any time.

     (e) Relocation Expenses. Upon the presentation of acceptable documentation,
Keryx will reimburse Humphries for certain reasonable expenses actually incurred
in connection with his relocation to the Boston area, as follows:

               (i) Costs  incurred in  reasonable  number of trips to the Boston
          area to find a house, including airfare, hotel, rental car and food;

               (ii)  Out  of  pocket  costs  incurred  in  selling  his  current
          residence,  including agent, broker and/or legal fees, up to a maximum
          of $15,000; and

               (iii) Out of pocket  costs  incurred  in moving  from his present
          location to the Boston area,  including  transportation  for Humphries
          (and his family) and moving expenses for personal belongings.

               (iv) One point on a mortgage on his new house in the Boston area,
          up to a maximum of $4,000.

Humphries's salary shall be increased temporarily to cover any taxes resulting
from the inclusion of any such relocation payments included in his salary.

     (f) Bridge Loan.  If  necessary,  the  Corporation  will grant  Humprhies a
short-term  bridge loan in the event that he has not sold his  current  house by
the time he is required to pay for his new house in the Boston  area.  The terms
of such of a loan,  if  necessary,  shall  include,  but not be limited  to, the
following:

          (i) A maximum loan principal of $200,000;

          (ii) A maturity  date to occur on the  earlier  of the  closing of the
     sale of Humphries' current house or six (6) months;

          (iii) Market interest rate; and

          (iv) Appropriate security.


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4.   REPRESENTATIONS AND WARRANTIES BY HUMPHRIES AND KERYX

     (a) Humphries hereby represents and warrants to Keryx as follows:

          (i) Neither the  execution  and  delivery  of this  Agreement  nor the
     performance  by  Humphries  of his duties and other  obligations  hereunder
     violate any  statute,  law,  determination  or award,  or conflict  with or
     constitute a default under (whether immediately,  upon the giving of notice
     or lapse of time or both)  any prior  employment  agreement,  contract,  or
     other instrument to which Humphries is a party or by which he is bound.

          (ii)  Humphries has the full right,  power and legal capacity to enter
     and deliver this Agreement and to perform his duties and other  obligations
     hereunder.   This  Agreement  constitutes  the  legal,  valid  and  binding
     obligation  of Humphries  enforceable  against him in  accordance  with its
     terms. No approvals or consents of any persons or entities are required for
     Humphries to execute and deliver  this  Agreement or perform his duties and
     other obligations hereunder.

     (b) Keryx hereby represents and warrants to Humphries as follows:

          (i) Keryx is duly  organized,  validly  existing and in good  standing
     under the laws of the State of Delaware, with all requisite corporate power
     and authority to own its  properties and conduct its business in the manner
     presently conducted.

          (ii)  Keryx  has the full  power  and  authority  to enter  into  this
     Agreement and to incur and perform its obligations hereunder.

          (iii)  The  execution,  delivery  and  performance  by  Keryx  of this
     Agreement  does  not  conflict  with or  result  in a  material  breach  or
     violation of or constitute a material  default under (whether  immediately,
     or upon the giving of notice or lapse of time or both) the  certificate  of
     incorporation  or by-laws of Keryx, or any agreement or instrument to which
     Keryx is a party or by which Keryx or any of its properties may be bound or
     affected.

5.   CONFIDENTIAL INFORMATION

     Humphries  agrees to sign and  comply  with the  Corporation's  Proprietary
Information and Inventions Agreement, annexed hereto as Attachment A.

6.   NON-COMPETITION

     (a) Humphries  understands  and  recognizes  that his services to Keryx are
special  and  unique and agrees  that,  during the Term,  and for a period of 12
months from the date of termination of his employment hereunder, he shall not in
any manner,  directly or indirectly,  on behalf of himself or any person,  firm,
partnership,  joint venture,  corporation or other business  entity  ("Person"),
enter into or engage in any business directly competitive with Keryx's business,
either as an individual for his own account,  or as a partner,  joint  venturer,
treasurer,  agent,  consultant,  salesperson,  employee,  officer,  director  or
shareholder  of a Person  operating or intending to operate within the area that
Keryx is, at the date of termination,  conducting its business (the  "Restricted
Businesses");  provided,  however,  that nothing herein will preclude  Humphries
from  holding  one  percent  (1%) or less of the  stock of any  publicly  traded
Corporation.

     (b) In the event that  Humphries  breaches any provisions of this Section 6
or there is a  threatened  breach,  then,  in addition to any other rights which
Keryx may have, Keryx shall be entitled,  without the posting of a bond or other
security, to injunctive relief to enforce the restrictions  contained herein. In
the event  that an actual  proceeding  is  brought  in  equity  to  enforce  the
provisions of this Section 6, Humphries  shall not argue as a defense that there
is an adequate remedy at law nor shall Keryx be prevented from seeking any other
remedies that may be available.

7.   NON-SOLICITATION AND NON-INTERFERENCE

     During  the  Term,  and for 12  months  thereafter,  Humphries  shall  not,
directly or indirectly, without the prior written consent of Keryx:


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     (a)  solicit or induce any  employee  of Keryx or any  subsidiary,  parent,
affiliate  or successor  ("Affiliate")  of Keryx to leave the employ of Keryx or
any  Affiliate or hire for any purpose any employee of Keryx or any Affiliate or
any employee who has left the  employment of Keryx or any  Affiliate  within six
months of the termination of said employee's employment with Keryx; or

     (b)  interfere  with or  disrupt  or  attempt  to  disrupt  Keryx's  or its
Affiliates' business relationship with any of their partners, service providers,
clients, customers and/or suppliers.

8.   TERMINATION

     (a) Either party may terminate Humphries's  employment with the Corporation
without cause at any time upon ninety (90) days' notice.  The Corporation  shall
have the right, in its sole discretion, to require Humphries to continue working
for the  Corporation  during the notice period.  If the  Corporation  terminates
Humphries without cause pursuant to this section, and only if Humphries executes
a waiver and release of claims substantially in the form set forth in Attachment
B, attached  hereto,  the Board of Directors  shall take the necessary  steps so
that (i) any  outstanding,  but unvested,  options granted to the Employee shall
vest upon the  effective  date of his  termination;  and (ii) the period  during
which the Employee shall be permitted to exercise such options shall be extended
to two (2) years from the effective  date of his  termination  as defined in the
Stock Option Plan governing the options in question.

              (b) Humphries's employment shall be terminated by his death or
disability. (For purposes of this section, "disability" shall be deemed to have
occurred if Humphries is unable, due to any physical or mental disease or
condition, to perform his normal duties of employment for 120 consecutive days
or 180 days in any twelve-month period.) In such an event, he shall be entitled
to continue to receive his base salary for three (3) months following his last
day of actual employment by the Corporation. In addition, the Board of Directors
shall take the necessary steps so that (a) any outstanding, but unvested,
options granted to the Employee shall vest upon the effective date of his
termination; and (b) the period during which the Employee shall be permitted to
exercise such options shall be extended to two (2) years from the effective date
of his termination as defined in the Share Option Plan governing the options in
question. Should the Employee's employment be terminated as a result of his
death, the benefits granted herein, shall be granted instead to his lawful heir
or heirs. In either case (disability or death), accelerated vesting and extended
exercise of the options will only be granted if Humphries or, in the case of his
death, his legal successor, together with his lawful heir or heirs, execute a
waiver and release of claims substantially in the form set forth in Attachment B
hereto.

     (c) Notwithstanding the foregoing,  the Corporation may terminate Humphries
immediately  and without  prior  notice in the  following  circumstances:  (a) a
material  breach  of  Humphries's  obligations  and/or  warranties  pursuant  to
Sections 1, 4(a), 5, 6 and/or 7; (b) a material breach by Humphries of any other
provision of this Agreement, which is not cured by Humphries within fifteen (15)
days  after  receiving   notice  thereof  from  the  Corporation   containing  a
description of the breach or breaches alleged to have occurred; (c) the habitual
neglect or gross  failure by Humphries to  adequately  perform the duties of his
position;  (d) any act of moral  turpitude or criminal  action  connected to his
employment with the  Corporation or his place of employment;  or (e) Humphries's
refusal to comply  with or his  violation  of lawful  instructions  of the Chief
Executive Officer or the Board of Directors.

     (d) In the  event  that  Humphries's  employment  has  been  terminated  in
accordance with Section 8(c), above,  Humphries shall not be entitled to receive
any of the severance benefits set forth in Section 8(a) or (b), above.

9.   INDEMNIFICATION

     The  Corporation  shall take  whatever  steps are  necessary to establish a
policy of indemnifying  its officers,  including,  but not limited to Humphries,
for all actions  taken in good faith in pursuit of their duties and  obligations
to the  Corporation.  Such steps shall  include,  but shall not  necessarily  be
limited to, the  obtaining of an  appropriate  level of  Directors  and Officers
Liability coverage.

10.  NOTICES

     Any notice or other  communication under this Agreement shall be in writing
and shall be deemed to have been given when delivered personally against receipt
thereof;  two (2) business  days after being sent by Federal  Express or similar
internationally  recognized  courier  service;  or seven (7)


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business days after being mailed registered or certified mail,  postage prepaid,
return receipt requested,  to either party at the address set forth above, or to
such other  address as such party  shall give by notice  hereunder  to the other
party.

11.  SEVERABILITY OF PROVISIONS

     If any  provision  of this  Agreement  shall  be  declared  by a  court  of
competent jurisdiction to be invalid,  illegal or incapable of being enforced in
whole or in part, the remaining  conditions  and provisions or portions  thereof
shall nevertheless remain in full force and effect and enforceable to the extent
they are  valid,  legal  and  enforceable,  and no  provision  shall  be  deemed
dependent upon any other covenant or provision unless so expressed herein.

12.  ENTIRE AGREEMENT; MODIFICATION

     This Agreement contains the entire agreement of the parties relating to the
subject  matter  hereof,  and  the  parties  hereto  have  made  no  agreements,
representations  or warranties  relating to the subject matter of this Agreement
that are not set forth herein.  No modification of this Agreement shall be valid
unless made in writing and signed by the parties hereto.

13.  BINDING EFFECT

     The rights,  benefits,  duties and  obligations  under this Agreement shall
inure to, and be binding  upon,  Keryx,  its  successors  and assigns,  and upon
Humphries and his legal  representatives.  This Agreement constitutes a personal
service agreement,  and the performance of Humphries's obligations hereunder may
not be transferred or assigned by Humphries.

14.  NON-WAIVER

     The failure of either party to insist upon the strict performance of any of
the terms, conditions and provisions of this Agreement shall not be construed as
a waiver or  relinquishment  of future  compliance  therewith,  and said  terms,
conditions  and provisions  shall remain in full force and effect.  No waiver of
any term or  condition  of this  Agreement  on the part of either party shall be
effective for any purpose whatsoever unless such waiver is in writing and signed
by such party.

15.  GOVERNING LAW

     This  Agreement  shall be governed by, and  construed  and  interpreted  in
accordance with, the laws of the Commonwealth of Massachusetts without regard to
principles  of  conflicts  of law.  Additionally,  the  prevailing  party in any
litigation  shall be entitled to an additional  award of its attorney fees, cost
and expenses.

16.  REMEDIES FOR BREACH

     Humphries  understands  and agrees that any breach of Sections 1, 4(a) 5, 6
and/or 7 of this Agreement by him could cause irreparable damage to Keryx and to
the  Affiliates,  and that monetary  damages alone would not be adequate and, in
the event of such breach,  Keryx shall have, in addition to any and all remedies
of law, the right to an  injunction,  specific  performance  or other  equitable
relief to  prevent  or  redress  the  violation  of  Keryx's  rights  under such
Sections.

17.  HEADINGS

     The  headings of  paragraphs  are inserted  for  convenience  and shall not
affect any interpretation of this Agreement.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                            EMPLOYEE:



                                            By: /s/ Thomas J. Humphries, MD
                                               ------------------------------
                                                Name: Thomas J. Humphries, MD



                                            KERYX BIOPHARMACEUTICALS, INC.



                                            By: /s/ Bob Gallahue
                                               ---------------------------
                                               Name: Bob Gallahue
                                               Title: CFO & Treasurer




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                                  ATTACHMENT A

                Proprietary Information and Inventions Agreement


     In  consideration  of  my  employment  or  continued  employment  by  Keryx
Biopharmaceuticals,    Inc.    (together    with   any   subsidiary   of   Keryx
Biopharmaceuticals, Inc., the "Company"), and the compensation now and hereafter
paid to me, I hereby agree as follows:

     1. Recognition of Company's Rights; Nondisclosure.  At all times during the
term of my employment and  thereafter,  I will hold in strictest  confidence and
will not disclose, use, lecture upon or publish any of the Company's Proprietary
Information (defined below),  except as such disclosure,  use or publication may
be required in connection with my work for the Company,  or unless an officer of
the Company expressly authorizes such in writing.

     The term "Proprietary  Information" shall mean trade secrets,  confidential
knowledge,  data or any other proprietary  information of the Company. By way of
illustration  but  not  limitation,   "Proprietary   Information"  includes  (a)
inventions,  mask works, trade secrets, ideas, processes,  formulas,  source and
object codes, data, programs, other works of authorship, know-how, improvements,
discoveries,  developments,  designs and  techniques  (hereinafter  collectively
referred to as "Inventions");  and (b) information regarding plans for research,
development,  new products,  regulatory matters, marketing and selling, business
plans, budgets and unpublished financial statements, licenses, prices and costs,
suppliers and customers;  and information  regarding the skills and compensation
of other employees of the Company.

     2. Third Party Information. I understand, in addition, that the Company has
received,  and in the future will receive,  from third parties  confidential  or
proprietary  information  ("Third Party  Information")  subject to a duty on the
Company's part to maintain the confidentiality of such information and to use it
only  for  certain  limited  purposes.  During  the  term of my  employment  and
thereafter,  I will hold Third Party Information in the strictest confidence and
will not disclose to anyone (except in connection with my work for the Company),
unless expressly authorized by an officer of the Company in writing.

     3. Assignment of Inventions

     3.1 Assignment

     (a) I hereby assign to the Company all my right,  title and interest in and
to any and all Inventions and all patent rights,  copyrights,  mask work rights,
trademarks,  trade  secret  rights,  all other  rights  throughout  the world in
connection  therewith,  and the goodwill  associated  with all of the  foregoing
(collectively,  "Proprietary Rights"),  whether or not patentable or registrable
under patent,  copyright,  trademark or similar  statutes,  made or conceived or
reduced to  practice  or learned by me,  either  alone or jointly  with  others,
during the period of my employment with the Company.  Inventions assigned to, or
as directed by, the Company under this Paragraph 3 are  hereinafter  referred to
as "Company Inventions".  I agree, upon request, to execute,  verify and deliver
assignments  of the  Proprietary  Rights to the  Company or its  designee  and I
hereby appoint the Company my  attorney-in-fact  with respect to the Proprietary
Rights for the purpose of effecting  any or all of the  Company's  rights to the
Proprietary Rights.

     3.1 Government. I also agree to assign to or as directed by the Company all
my right,  title and  interest in and to any and all  Inventions,  full title to
which is required  to be assigned to the United  States of America by a contract
between the Company and United States of America or any of its agencies.

     3.2 Works for hire. I  acknowledge  that all original  works of  authorship
which are made by me  (solely  or jointly  with  others)  within the scope of my
employment and which are  protectable by copyright are "works made for hire", as
that term is defined in the United States Copyright Act (17 U.S.C. Section 101).


     4. Enforcement of Proprietary  Rights. From time to time, I will assist the
Company in every  proper way to obtain and  enforce  United  States and  foreign
Proprietary Rights relating to Company  Inventions in any and all countries.  My
obligation to assist the Company with respect to Proprietary


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Rights  relating  to such  Company  Inventions  in any and all  countries  shall
continue  beyond  the  termination  of my  employment,  but  the  Company  shall
compensate me at a reasonable  rate after my  termination  for the time actually
spent by me at the Company's request on such assistance.

     I hereby  waive and  quitclaim  to the Company  any and all claims,  of any
nature  whatsoever,  which I now or may hereafter have for  infringement  of any
Proprietary Rights assigned hereunder to the Company.

     5. Obligation to Keep Company Informed. During the period of my employment,
I will promptly  disclose all Inventions to the Company fully and in writing and
will  hold  such  Inventions  in trust for the sole  right  and  benefit  of the
Company.  In addition,  after  termination  of my  employment,  I will  promptly
disclose all patent  applications filed by me within a year after termination of
employment.

     6. Prior Inventions.  Inventions,  if any, patented or unpatented,  which I
made prior to the  commencement  of my employment  with the Company are excluded
from the scope of this Agreement.  To preclude any possible uncertainty,  I have
set forth in Exhibit A attached  hereto a complete  list of all  Inventions  (i)
that I have,  alone or jointly with others,  conceived,  developed or reduced to
practice or caused to be  conceived,  developed or reduced to practice  prior to
the  commencement of my employment with the Company,  (ii) that I consider to be
my  property  or the  property  of third  parties  and (iii) that I wish to have
excluded from the scope of this  Agreement.  If disclosure of any such Invention
on Exhibit A would cause me to violate any prior  confidentiality  agreement,  I
understand  that I am not to list such  Inventions in Exhibit A but am to inform
the Company that all such Inventions have not been listed for that reason.

     7. No Improper Use of Materials.  During my  employment  by the Company,  I
will not  improperly  use or  disclose  any  confidential  information  or trade
secrets,  if any, of any former  employer or any other  person to whom I have an
obligation  of  confidentiality,  and I will not bring onto the  premises of the
Company  any  unpublished  documents  or any  property  belonging  to any former
employer or any other  person to whom I have an  obligation  of  confidentiality
unless consented to in writing by that former employer or person.

         8. No Conflicting Obligation. I represent that my performance of all
the terms of this Agreement and my performance of my duties as an employee of
the Company do not and will not breach any agreement to keep in confidence
information acquired by me in confidence or in trust prior to my employment by
the Company. I have not entered into, and I agree I will not enter into, any
agreement either written or oral in conflict herewith.

         9. Return of Company Documents. When I leave the employ of the Company,
I will deliver to the Company any and all drawings, notes, memoranda,
specifications, devices, formulas, molecules, cells, storage media, including
software, documents and computer printouts, together with all copies thereof,
and any other material containing or disclosing any Company Inventions, Third
Party Information or Proprietary Information of the Company. I further agree
that any property situated on the Company's premises and owned by the Company,
including disks and other storage media, filing cabinets or other work areas, is
subject to inspection by Company personnel at any time with or without notice.
Prior to leaving, I will cooperate with the Company in completing and signing
the Company's termination statement for technical and management personnel.

     10.  Legal and  Equitable  Remedies.  Because my services  are personal and
unique  and  because I may have  access to and may  become  acquainted  with the
Proprietary  Information  of the  Company,  the Company  shall have the right to
enforce  this  Agreement  and  any of its  provisions  by  injunction,  specific
performance or other equitable  relief,  without bond,  without prejudice to any
other  rights  and  remedies  that the  Company  may  have for a breach  of this
Agreement,  and I waive the claim or defense  that the  Company  has an adequate
remedy at law. I shall not,  in any action or  proceeding  to enforce any of the
provisions of this Agreement,  assert the claim or defense that such an adequate
remedy at law exists.

         11. Notices. Any notices required or permitted hereunder shall be given
to me at the address specified below or at such other address as I shall specify
in writing. Such notice shall be deemed given upon personal delivery to the
appropriate address or if sent by certified or registered mail, three days after
the date of mailing.


                                       7
<PAGE>


     12. General Provisions.

     12.1  Governing  Law.  This  Agreement  is executed  under seal and will be
governed  by  and  construed  according  to the  laws  of  the  Commonwealth  of
Massachusetts.

     12.2 Entire Agreement.  This Agreement is the final, complete and exclusive
agreement  of  the  parties  with  respect  to the  subject  matter  hereof  and
supersedes  and merges all prior  discussions  between  us. No  modification  or
amendment of this Agreement,  nor any waiver of any rights under this Agreement,
will be  effective  unless in writing,  signed by the party to be  charged.  Any
subsequent  change or  changes  in my duties,  salary or  compensation  will not
affect the validity or scope of this Agreement.  As used in this Agreement,  the
period of my employment  includes any time during which I may be retained by the
Company as a consultant.

     12.3  Severability.  If one or more of the provisions in this Agreement are
deemed unenforceable by law, then the remaining provisions will continue in full
forced and effect.

     12.4 Successors and Assigns.  This Agreement will be binding upon my heirs,
executors,  administrators and other legal  representatives  and will be for the
benefit of the Company, its successors, and its assigns. I may not assign any of
my rights, or delegate any of my obligations, under this Agreement.

     12.5  Survival.   The  provisions  of  this  Agreement  shall  survive  the
termination of my employment and the assignment of this Agreement by the Company
to any successor in interest or other assignee.

     12.6  Employment.  I agree and  understand  that nothing in this  Agreement
shall confer on me any right with respect to  continuation of my employment with
the Company,  or shall it  interfere  in any way with my right or the  Company's
right to terminate my employment at any time, with or without cause.

     12.7 Waiver. No waiver by the Company of any breach of this Agreement shall
be a waiver of any preceding or succeeding  breach.  No waiver by the Company of
any right  under  this  Agreement  shall be  construed  as a wavier of any other
right.  The  Company  shall not be  required  to give  notice to enforce  strict
adherence to all terms of this Agreement.

     12.8 Counterparts.  This Agreement may be executed in counterparts,  all of
which together shall for all purposes constitute one Agreement,  binding on each
of the parties hereto notwithstanding that each such party shall not have signed
the same counterpart.

     12.9  Jurisdiction and Venue;  Waiver of Jury Trial. In case of any dispute
hereunder,  the parties will submit to the exclusive  jurisdiction  and venue of
any court of competent  jurisdiction  sitting in Suffolk County,  Massachusetts,
and will comply with all requirements  necessary to give such court jurisdiction
over the parties and the  controversy.  EACH PARTY HEREBY  WAIVES ANY RIGHT TO A
JURY TRIAL AND TO CLAIM OR RECOVER PUNITIVE DAMAGES.

     12.10  Disclosure.  I  shall  disclose  the  existence  and  terms  of this
Agreement  to any  employer or other person that I may work for or be engaged by
after the  termination  of my employment  or engagement at the Company.  I agree
that the Company may, after notification to me, provide a copy of this Agreement
to any  business  or  enterprise  (i) which I may  directly or  indirectly  own,
manage,  operate,  finance,  join,  control  or  participate  in the  ownership,
management,  operation,  financing,  or control  of, or (ii) with which I may be
connected with as an officer, director,  employee,  partner,  principal,  agent,
representative,  consultant or otherwise,  or in connection with which I may use
or permit my name to be used. I will  provide the names and  addresses of any of
such  persons  or  entities  as the  Company  may from  time to time  reasonably
request.

     This Agreement shall be effective as of the first day of my employment with
the Company, namely -----------------------.


         I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE
DURING MY EMPLOYMENT, AND RESTRICTS MY RIGHTS TO DISCLOSE OR USE THE COMPANY'S
CONFIDENTIAL INFORMATION DURING OR SUBSEQUENT TO MY EMPLOYMENT.


                                       8
<PAGE>


         I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.



Signature:
/s/ Thomas J. Humphries, MD
-------------------------------
Thomas J. Humphries, MD

Date: Nov. 27, 2001
      -------------------------


ACCEPTED AND AGREED TO:
Keryx Biopharmaceuticals, Inc.

By: /s/ Bob Gallahue
   ----------------------------
      Signature

Name: Bob Gallahue
      -------------------------

Title: CFO & Treasurer
       --------------------------


                                       9
<PAGE>


                Proprietary Information and Inventions Agreement
                                    EXHIBIT A
     -----------------------------------------------------------------------


                                       10
<PAGE>


                                  ATTACHMENT B

                         Employee Agreement And Release


Except as  otherwise  set forth in this  Employee  Agreement  and  Release  (the
"Agreement")  between the  undersigned and Keryx  Biopharmaceuticals,  Inc. (the
"Corporation"),  I hereby release, acquit and forever discharge the Corporation,
its parents, affiliates and subsidiaries, and their officers, directors, agents,
servants,   employees,   attorneys,   shareholders,   successors,   assigns  and
affiliates,  of and from any and all  claims,  liabilities,  demands,  causes of
action, costs, expenses, attorneys fees, damages, indemnities and obligations of
every  kind and  nature,  in law,  equity,  or  otherwise,  known  and  unknown,
suspected and unsuspected,  disclosed and undisclosed,  arising out of or in any
way  related  to  agreements,  events,  acts or conduct at any time prior to and
including the execution  date of this  Agreement,  including but not limited to:
all such claims and demands directly or indirectly  arising out of or in any way
connected with my employment  with the  Corporation  or the  termination of that
employment;  claims or demands related to salary, bonuses,  commissions,  stock,
stock options,  or any other ownership  interests in the  Corporation,  vacation
pay, fringe benefits,  expense reimbursements,  severance pay, or any other form
of compensation; claims pursuant to any federal, state or local law, statute, or
cause of action including, but not limited to, Title VII of the Civil Rights Act
of 1964, 42 U.S.C.ss.  2000e et seq., the Age  Discrimination in Employment Act,
29 U.S.C.ss.  621 et seq. ("ADEA"), the Americans With Disabilities Act of 1990,
42 U.S.C.ss. 12101 et seq., and the Massachusetts Fair Employment Practices Act,
M.G.L.  c.151B,ss.  1 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   Civil  Rights  Act,  M.G.L.   c.12  ss.ss.   11H  and  11I,  the
Massachusetts Equal Rights Act, M.G.L. c.93ss. 102 and M.G.L.  c.214,ss.1C,  the
Massachusetts  Labor and Industries Act,  M.G.L.  c. 149,ss.  1 et seq., and the
Massachusetts  Privacy  Act,  M.G.L.  c.214,ss.1B,  all as  amended,;  tort law;
contract  law;  wrongful  discharge;  discrimination;  harassment;  retaliation;
fraud;  defamation;  emotional distress;  and breach of the implied covenants of
good faith and fair dealing.

I  acknowledge  that I am knowingly  and  voluntarily  waiving and releasing any
rights I may have under ADEA. I also  acknowledge that the  consideration  given
for the waiver and release in the preceding  paragraph  hereof is in addition to
anything of value to which I was already entitled.  I further acknowledge that I
have been advised by this writing,  as required by the ADEA, that; (a) my waiver
and  release  do not  apply to any  rights or  claims  that may arise  after the
execution date of this Agreement; (b) I have been advised hereby that I have the
right to consult with an attorney prior to executing this Agreement;  (c) I have
twenty-one  (21) days to  consider  this  Agreement  (although  I may  choose to
voluntarily execute this Agreement earlier); (d) I have seven (7) days following
the execution of this Agreement by the parties to revoke the Agreement;  and (e)
this Agreement  shall not be effective  until the date upon which the revocation
period had  expired,  which  shall be the eighth  day after  this  Agreement  is
executed by me.

In giving  this  release,  which  includes  claims  that may be unknown to me at
present,  I hereby  expressly waive and relinquish all rights and benefits under
any law of any  jurisdiction  with  respect to my release of any such  presently
unknown claims I may have against the Corporation.


Dated: _______________________              ____________________________________
                                                     Thomas J. Humphries