Exhibit 10.4

                              EMPLOYMENT AGREEMENT

     This   Agreement,   dated   November  26,  2001,   by  and  between   Keryx
Biopharmaceuticals,  Inc. ("Keryx"), a Delaware corporation having an address at
101 Main  Street,  Cambridge,  Massachusetts,  United  States  of  America,  and
Benjamin Corn, an individual residing at 1 Zelda Street, Jerusalem,  Israel (the
"Employee")

WITNESSETH:

         WHEREAS,  the  Corporation  desires  to employ  the  Employee  as Chief
Executive Officer and President of Keryx and the Employee desires to be employed
by the Keryx as Chief Executive  Officer and President 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 the Employee, and the Employee accepts
engagement and employment, as Chief Executive Officer and President of Keryx, to
direct,  supervise and have  responsibilities for the daily operations of Keryx,
including,  but not limited to: (i) directing and  supervising  the business and
research and development  efforts of Keryx;  (ii) managing the other  executives
and  personnel  of Keryx  and (iii)  evaluating,  negotiating,  structuring  and
implementing  business   transactions  with  Keryx's  customers,   partners  and
suppliers,  and to  perform  such  other  services  and  duties  as the Board of
Directors of Keryx shall  determine.  The Employee  acknowledges and agrees that
the performance by the Employee of his duties hereunder may require  significant
domestic and  international  travel by the Employee.  In addition,  the Employee
realizes  that he may be  required  to  spend a  substantial  amount  of time in
Jerusalem, Israel.

     (b) The Employee shall devote  substantially all of his gainful time to the
discharge of his duties and responsibilities under this Agreement.

2.   TERM

     The Employee's  employment  hereunder  shall commence on the Effective Date
and continue thereafter unless sooner terminated as hereinafter provided.

3.       COMPENSATION

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

          (i) Keryx will grant the Employee  options (the "Options") to purchase
     150,000 shares of the Common Stock of the  Corporation at an exercise price
     equal to $5.31 per share (the  "Exercise  Price"),  which  options shall be
     exercisable for a period of 10 years from the date of issuance.  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 (i) the total  number  and/or class of  securities  subject to such
     options  and (ii) the  Exercise  Price in order to reflect  such change and
     thereby preclude a dilution or enlargement under such options.

          (ii)  One-twelfth  of the stock  options  shall vest each quarter over
     three years following the actual date of grant.


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          (iii) At the discretion of the Board of Directors,  the Employee shall
     be entitled to an annual grant of  subsequent  stock  options each of which
     shall  have the same  antidilution  protection  as  described  in Section 3
     paragraph (a)(i) above.

     (b) Keryx shall reimburse the Employee for all normal,  usual and necessary
expenses  incurred by the Employee in furtherance of the business and affairs of
Keryx,  including  travel  and  entertainment,   against  receipt  by  Keryx  of
appropriate vouchers or other proof of the Employee'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) The Employee shall be, during the term of this  Agreement,  entitled to
thirty (30) working days of vacation per year.

     (d) During the Term of his  employment,  the Employee  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. Keryx reserves
its right to modify or terminate  any of its employee and fringe  benefit  plans
and programs at any time.

     (e) Keryx shall  maintain as part of the its Bylaws a broad form  indemnity
of all actions taken in good faith by its officers and directors.

     (f) Subject to Section  10(b) below,  the  Employee  must be an employee of
Keryx at the time any compensation is due in order to receive such compensation.
In addition, no options shall vest after the termination of this Agreement.

4.   REPRESENTATIONS AND WARRANTIES BY THE EMPLOYEE AND KERYX

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

          (i) Neither the  execution  and  delivery  of this  Agreement  nor the
     performance by the Employee 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 the Employee is a party or by which he is bound.

          (ii) The  Employee  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 the Employee  enforceable  against him in accordance
     with its terms.  No  approvals  or consents of any persons or entities  are
     required for the Employee to execute and deliver this  Agreement or perform
     his duties and other obligations hereunder.

     (b) Keryx hereby represents and warrants to the Employee 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 described.

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


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          (iii)  The  execution,  delivery  and  performance  by  Keryx  of this
     Agreement  does not conflict  with or result in a breach or violation of or
     constitute  a 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

     (a) The Employee agrees that during the course of his employment and at any
time  thereafter,  he will not disclose or make  accessible to any other person,
Keryx's products,  services and technology,  both current and under development,
promotion and marketing  programs,  lists,  trade secrets and other confidential
and  proprietary  business  information  of  Keryx  or any of its  clients.  The
Employee agrees:  (i) not to use any such information for himself or others; and
(ii)  not to take  any such  material  or  reproductions  thereof  from  Keryx's
facilities at any time during his employment by Keryx, except as required in the
Employee's  duties to Keryx. The Employee agrees  immediately to return all such
material and  reproductions  in his  possession to Keryx upon request and in any
event  upon  termination  of  employment.  Nothing  in the  foregoing  shall  be
construed to prevent the Employee from disclosing or using any information which
the  Employee  can show by written  documentation  was in the  public  domain or
enters into the public domain through no improper act on the Employee's  part or
on the part of any of Keryx's  employees or was in his  possession  prior to his
joining Keryx or disclosed properly to the Employee after leaving Keryx.

     (b) Except with prior written  authorization  by Keryx, the Employee agrees
not to  disclose  or publish  any of the  confidential,  technical  or  business
information  or material of Keryx,  its clients or any other party to whom Keryx
owes an  obligation  of  confidence,  at any time  during or for a period of two
years after his  employment  with Keryx  except in the event of  involuntary  no
cause termination by Keryx or a termination by the Employee for cause.

6.   NON-COMPETITION

     (a) The Employee  understands and recognizes that his services to Keryx are
special and unique and agrees that, during the term of this Agreement, 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, Employee, agent, consultant,  salesperson,  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 the Employee
from  holding  one  percent  (1%) or less of the  stock of any  publicly  traded
company  or from  holding  a  position  with a Person  who does not  engage in a
business  directly  competitive  with the Restrictive  Businesses so long as the
Employee  works in a  division  of such  Person  which  carries  on a bona  fide
business which is not directly competitive with the Restricted Businesses.

     (b) For a period of 12 months after the termination of this Agreement,  the
Employee  shall not  interfere  with or disrupt  or  attempt to disrupt  Keryx's
business relationship with any of its customers, or solicit any of the employees
of Keryx.

     (c) In the event that the Employee  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, the  Employee  shall not argue as a defense that
there is an adequate remedy at law nor shall Keryx be prevented from seeking any
other remedies which may be available.


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7.   OWNERSHIP OF PROPRIETARY INFORMATION

     (a) The  Employee  agrees  that all  information  that  has  been  created,
discovered or developed by Keryx, its  subsidiaries,  affiliates,  successors or
assigns  (collectively,   the  "Affiliates")  (including,   without  limitation,
information relating to the development of Keryx's business created, discovered,
developed or made know to Keryx or the  Affiliates  by Employee  during the Term
and  information  relating to Keryx's  customers,  suppliers,  consultants,  and
licensees)  and/or in which  property  rights have been  assigned  or  otherwise
conveyed to Keryx or the Affiliates,  shall be the sole property of Keryx or the
Affiliates,  as  applicable,  and Keryx or the  Affiliates,  as the case may be,
shall  be the  sole  owner  of all  patents,  copyrights  and  other  rights  in
connection therewith, including but not limited to the right to make application
for statutory protection.  All of the aforementioned  information is hereinafter
called  "Proprietary  Information." By way of illustration,  but not limitation,
Proprietary   Information  includes  trade  secrets,   processes,   discoveries,
structures,  inventions,  designs,  ideas,  works of  authorship,  copyrightable
works, trademarks, copyrights, formulas, data, know-how, show-how, improvements,
inventions,  product concepts,  techniques,  information or statistics contained
in,  or  relating  to,  marketing  plans,  strategies,   forecasts,  blueprints,
sketches,   records,   notes,   devices,   drawings,   customer  lists,   patent
applications, continuation applications, continuation-in-part applications, file
wrapper  continuation  applications and divisional  applications and information
about  Keryx's  or the  Affiliates'  employees  and/or  consultants  (including,
without limitation, the compensation,  job responsibility and job performance of
such employees and/or consultants).

     (b) The Employee further agrees that at all times, both during the Term and
after the  termination of this  Agreement,  he will keep in confidence and trust
all  Proprietary  Information,  and he will not use or disclose any  Proprietary
Information or anything  directly  relating to it without the written consent of
Keryx or the  Affiliates,  as  appropriate,  except as may be  necessary  in the
ordinary  course of  performing  his duties  hereunder  and except for academic,
non-commercial research purposes with the prior written approval of the Board of
Directors.   The  Employee   acknowledges   that  the  Proprietary   Information
constitutes a unique and valuable asset of Keryx and each Affiliate  acquired at
great  time and  expense,  which is secret  and  confidential  and which will be
communicated  to  Employee,  if at  all,  in  confidence  in the  course  of his
performance of his duties hereunder, and that any disclosure or other use of the
Proprietary  Information  other  than  for the  sole  benefit  of  Keryx  or the
Affiliates  would be wrongful and could cause  irreparable  harm to Keryx or the
Affiliates, as the case may be.

     Notwithstanding  the foregoing,  the parties agree that, at all such times,
Employee is free to use (i)  information in the public domain not as a result of
a breach of this  Agreement,  (ii)  information  lawfully  received from a third
party and (iii)  Employee's  own skill,  knowledge,  know-how and  experience to
whatever extent and in whatever way he wishes,  in each case consistent with his
obligations as Employee and that, at all times,  Employee is free to conduct any
non-commercial research not relating to Keryx's business.

8.   DISCLOSURE AND OWNERSHIP OF INVENTIONS

     (a) During the Term,  Employee  agrees  that he will  promptly  disclose to
Keryx,  or any  persons  designated  by  Keryx,  all  improvements,  inventions,
designs,   ideas,  works  of  authorship,   copyrightable  works,   discoveries,
trademarks,  copyrights, trade secrets, formulas, processes, structures, product
concepts, marketing plans, strategies, customer lists, information about Keryx's
or the Affiliates' employees and/or consultants (including,  without limitation,
job performance of such employees and/or consultants),  techniques,  blueprints,
sketches,  records,  notes, devices,  drawings,  know-how,  data, whether or not
patentable, patent applications, continuation applications, continuation-in-part
applications,    file   wrapper   continuation   applications   and   divisional
applications, made or conceived or reduced to practice or learned by him, either
alone  or  jointly  with  others,   during  the  Term  (all  said  improvements,
inventions,   designs,   ideas,  works  of  authorship,   copyrightable   works,


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<PAGE>


discoveries,   trademarks,   copyrights,  trade  secrets,  formulas,  processes,
structures,  product  concepts,  marketing  plans,  strategies,  customer lists,
information  about  Keryx's or the  Affiliates'  employees  and/or  consultants,
techniques,  blueprints,  sketches, records, notes, devices, drawings, know-how,
data,  patent  applications,  continuation  applications,   continuation-in-part
applications,   file   wrtapper   continuation   applications   and   divisional
applications shall be collectively hereinafter called "Inventions").

     (b) The Employee  agrees that all Inventions  shall be the sole property of
Keryx to the  maximum  extent  permitted  by  applicable  law and to the  extent
permitted  by law shall be "works  made for hire" as that term is defined in the
United  States  Copyright Act (17 USCA,  Section  101).  Keryx shall be the sole
owner of all patents,  copyrights,  trade secret rights,  and other intellectual
property or other rights in connection  therewith.  Employee  hereby  assigns to
Keryx all right,  title and  interest he may have or acquire in all  Inventions.
Employee  further  agrees to assist  Keryx in every  proper  way (but at Keryx's
expense) to obtain and from time to time enforce  patents,  copyrights  or other
rights on said Inventions in any and all countries, and to that end the Employee
will execute all documents necessary:

          (i) to apply for,  obtain and vest in the name of Keryx alone  (unless
     Keryx  otherwise  directs)  letters  patent,  copyrights or other analogous
     protection  in any  country  throughout  the world and when so  obtained or
     vested to renew and restore the same; and

          (ii)  to  defend  any  opposition   proceedings  in  respect  of  such
     applications  and any opposition  proceedings or petitions or  applications
     for  revocation  of such  letters  patent,  copyright  or  other  analogous
     protection.

     (c) The  Employee's  obligation  to assist Keryx in obtaining and enforcing
patents  and  copyrights  for the  Inventions  in any and  all  countries  shall
continue  beyond the Term,  but Keryx agrees to  compensate  the Employee at his
normal and usual rate after the  expiration of the Term for time actually  spent
by the Employee at Keryx's request on such assistance.



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9.   NON-SOLICITATION

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

     (a) solicit or induce any  employee of Keryx or any  Affiliate 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)  solicit or accept  employment  or be retained by any party who, at any
time during the Term, was a customer or supplier of Keryx or any Affiliate where
his position will be related to the business of Keryx; or

     (c) solicit or accept the  business of any customer or supplier of Keryx or
any Affiliate with respect to products similar to those supplied by Keryx.

10.  TERMINATION

     (a) This Employee's  employment hereunder shall begin on the Effective Date
and shall  continue for the period set forth in Section 2 hereof  unless  sooner
terminated upon the first to occur of the following events:

          (i)  (A) the death of the Employee; or

               (B) the total disability of the Employee.

          (ii)  Termination  by the Board of  Directors of Keryx for just cause.
     Any of the following actions by the Employee shall constitute just cause:

               (A)  Material   breach  by  the  Employee  of
               Sections 5, 6, 7, 8, or 9 of this  Agreement;
               or

               (B)  Material  breach by the  Employee of any
               provision  of  this   Agreement   other  than
               Sections  5, 6, 7, 8 or 9 which is not  cured
               by the Employee within 30 days of notice from
               Keryx;  or in the  event  the  breach  is not
               curable within 30 days; the  commencement  of
               action(s) to cure within said 30 days and the
               diligent  pursuit  of  the  cure  thereafter,
               provided such breach may be completely cured;
               or

               (C) Any action by the  Employee  constituting
               gross  negligence,  recklessness  or  willful
               misconduct  in  respect  of  the   Employee's
               obligation to Keryx which has or is likely to
               result in material, economic damage to Keryx.

          (iii) Termination by the Employee for just cause. Any of the following
     actions or omissions by Keryx shall constitute just cause.

               (A) Material breach by Keryx of any provision
               of this Agreement which is not cured by Keryx
               within  30 days of  notice  thereof  from the
               Employee; or


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               (B)  A  failure  to  elect  or  reelect   the
               Employee  to the office of  Employee of Keryx
               or other  change  by Keryx of the  Employee's
               function,  duties  or  responsibilities  such
               that the  Employee  is no longer the  highest
               ranking Officer of Keryx; or

               (C) A "change in control," which shall mean a
               merger or  consolidation in which either more
               than  50% of the  voting  power  of  Keryx is
               transferred  or  Keryx  is not the  surviving
               entity,  or sale or other  disposition of all
               or substantially all the assets of Keryx; or

               (D) Termination of the Employee's  employment
               other than for serious, willful misconduct in
               respect of the Employee's  obligations to the
               Corporation,  including,  but not limited to,
               final conviction for a felony or perpetration
               of a common-law  fraud which has or is likely
               to result in material  economic damage to the
               Corporation; or

               (E)  Relocation to a geographic  area without
               the Employee's prior consent.

          (iv) Termination by Keryx without cause.  Notwithstanding  anything in
     this Agreement, Keryx may terminate the Employee's employment without cause
     upon three (3) months prior notice.

     (b) Upon  termination  by Keryx for any reason  other than the  reasons set
forth in subparagraph (i) or (ii) of paragraph (a) above, or upon termination by
the Employee  for any reason set forth in  subparagraph  (iii) of paragraph  (a)
above,  then the Options shall  immediately  vest and become  exercisable at the
option of the Employee.

11.  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;  one (1) business  day after being sent by Federal  Express or
similar  overnight  delivery;  or three (3)  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.


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12.  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.

13.  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
which are not set forth herein. No modification of this Agreement shall be valid
unless made in writing and signed by the parties hereto.

14.  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 the
Employee and his legal  representatives.  This Agreement  constitutes a personal
service agreement,  and the performance of the Employee's  obligations hereunder
may not be transferred or assigned by the Employee.

15.  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.

16.  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. Any litigation  commenced  pursuant to the terms
of the Agreement  shall only be prosecuted and defended in the courts located in
Boston,  Massachusetts.  Additionally,  the  prevailing  party in any litigation
shall be entitled to an additional award of the recoupment of its attorney fees,
cost and expenses.

17.  REMEDIES FOR BREACH

     The Employee  understands and agrees that any breach of Sections 5, 6, 7, 8
or 9 of this Agreement by the Executive 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.

18.  HEADINGS

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


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<PAGE>


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

                                            EMPLOYEE:



                                            By: /s/ Benjamin Corn
                                               ----------------------------
                                            Name:   Benjamin Corn



                                            KERYX  BIOPHARMACEUTICALS, INC.



                                            By: /s/ Ira Weinstein
                                               ----------------------------
                                            Name:   Ira Weinstein
                                            Title:  Chief Operating Officer



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