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Exhibit 10.10


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                          NORTHFIELD LABORATORIES INC.
                             1999 STOCK OPTION PLAN

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     1.   Purpose.

          The purpose of the Northfield Laboratories Inc. 1999 Stock Option Plan
(the "Plan") is to promote the long-term success of the Company for the benefit
of the Company's stockholders by encouraging the Company's directors, officers,
employees and consultants to have meaningful investments in the Company. The
Company believes that the possibility of participation under the Plan will
provide the Company's directors, officers, employees and consultants with an
incentive to perform more effectively and will assist the Company in attracting
and retaining directors, officers, employees and consultants 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 Stock Option 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.

          "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


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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
next preceding day on which sales of Common Stock are reported and a
representative market exists.

          "ISO" means any Stock Option designated in an Award Agreement as an
"Incentive Stock Option" within the meaning of Section 422 of the Code.

          "Non-Qualified Stock Option" means any Stock Option that is not an
ISO.

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

          "Participant" means a director, officer of employee of or consultant
to the Company who has been selected by the Committee to receive an Award under
the Plan.

          "Plan" means the Northfield Laboratories Inc. 1999 Stock Option Plan,
as amended from time to time.

          "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and
Exchange Commission pursuant to the Exchange Act, 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 June 1, 1999 and will remain in
effect through May 31, 2009. 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 be comprised of two or more members of the Board of
     Directors, all of whom


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     will be "non-employee directors" as defined in Rule 16b-3 and "outside
     directors" as that term is used in Section 162 of the Code and the
     regulations promulgated thereunder. The Committee will have full and
     exclusive discretionary power to interpret the Plan 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 persons who are directors, officers or
employees of or consultants to 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, past and potential contributions to
the success of the Company and such other factors as the Committee will deem
relevant in connection with accomplishing the purposes of the Plan. A person who
has received an Award or Awards pursuant to the Plan, or who has received stock
options or other awards under any other plan or agreement now or hereafter in
effect, may receive an additional Award or Awards pursuant to 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 500,000. 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

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be paid in lieu of any fractional shares in the settlement of Awards payable in
shares of Common Stock.

     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.
     Notwithstanding the foregoing, insofar as any Award is subject to
     performance goals established to qualify payments thereunder as
     "performance-based compensation" as described in Section 162(m) of the
     Code, the Committee will have no power to adjust such Awards other than
     negative discretion and the power to adjust Awards for corporate
     transactions, in either case to the extent permissible under regulations
     interpreting Section 162(m) of the Code.

          (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)  Stock Options granted under the Plan may be either ISOs or
     Non-Qualified Stock Options. The Committee may grant any Participant one or
     more ISOs, Non-Qualified Stock Options or both types of Stock Options. 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.

          (b)  Anything in the Plan to the contrary notwithstanding, no term of
     the Plan relating to ISOs will be interpreted, amended or altered, nor will
     any discretion or authority awarded under the Plan be exercised, so as to
     disqualify the Plan under Section 422 of the Code or, without the consent
     of the Participants affected, to disqualify any ISO under Section 422 of
     the Code. An ISO will not be granted to an individual who, on the date of
     grant, owns stock possessing more than 10% of the total combined voting
     power of all classes of stock of the Company. The aggregate Fair Market
     Value, determined on the Award Date, of the shares of Common Stock or other
     stock with respect to which one or more ISOs that are exercisable for the
     first time by the Participant during any particular calendar year will not
     exceed the $100,000 limitation imposed by Section 422(d) of the Code.


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          (c)  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) 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.


     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 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



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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.

          (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.


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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.

     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 or to serve as a consultant to 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.


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     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 for 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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