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                                                                    EXHIBIT 10.1

                            NEOSE TECHNOLOGIES, INC.

                           2004 EQUITY INCENTIVE PLAN

                         RESTRICTED STOCK UNIT AGREEMENT

      1.    Grant of Restricted Stock Units. Neose Technologies, Inc. (the
"Company") hereby grants to _________________ (the "Grantee") an award of
_________ restricted stock units (the "RSUs"), effective as of
___________________ (the "Date of Grant"), subject to the terms and conditions
set forth in this Restricted Stock Unit Agreement (the "Agreement"), and in all
respects subject to the terms and provisions of the Neose Technologies, Inc.
2004 Equity Incentive Plan (the "Plan") applicable to Restricted Stock Units.
Each RSU is equivalent in value to one share of Common Stock and, subject to
Sections 2 and 6 below, entitles the Grantee to receive from the Company one
share of Common Stock. Unless otherwise defined herein, capitalized terms used
but not defined herein shall have the meanings given to them in the Plan.

      2.    Vesting and Forfeiture of RSUs. The RSUs shall become fully vested
on the earliest to occur of (i) the first anniversary of the Date of Grant,
provided the Grantee remains in continuous Service to the Company through that
anniversary, (ii) the termination by the Company of the Grantee's Service other
than for Cause (as defined below) or (iii) a Change in Control; provided,
however, that if the Grantee's Service terminates prior to the vesting of the
RSUs for any reason other than as described in clause (ii) above, the Grantee
will immediately forfeit the RSUs upon that termination of Service. For purposes
of this Agreement, "Cause" means fraud, embezzlement, or any other serious
criminal conduct that adversely affects the Company committed intentionally by
the Grantee in connection with his or her employment or the performance of his
or her duties as an officer or director of the Company or the Grantee's
conviction of, or plea of guilty or nolo contendere to, any felony.

      3.    Book Accounts. An unfunded bookkeeping account (the "Account") has
been established to reflect the grant of the RSUs to the Grantee. The Account
shall be maintained by the Committee. The RSUs are credited to the Account as of
the Date of Grant and dividends or other distributions paid with respect to the
shares of Common Stock underlying the RSUs shall be credited to the Account and
reinvested in RSUs based on the Fair Market Value at that time. All shares of
Common Stock distributed to the Grantee pursuant to the Plan and this Agreement
shall be debited from the Grantee's Account.

      4.    Rights as Stockholder. The Grantee shall not have voting or any
other rights as a stockholder of the Company with respect to the RSUs.

      5.    Delivery of Shares. Subject to Section 2 above and Sections 7 and 13
below, stock certificates (the "Certificates") evidencing the conversion of
vested RSUs into shares of Common Stock will be issued to the Grantee and
registered in the Grantee's name as soon as practicable following the earliest
to occur of (i) the date which is 18 months after the Date of Grant, (ii) the
date which is six months following the Grantee's separation of service from the
Company within the meaning of Section 409A(a)(2)(i) of the Internal Revenue
Code, and (iii) a Section 409A Change in Ownership, as defined below. For
purposes of this
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Agreement, a "Section 409A Change in Ownership" occurs upon the occurrence of
any of the following: (a) a change in the ownership of the Company, as defined
in Q&A 12 of IRS Notice 2005-1, (b) a change in effective control of the
Company, as defined in Q&A 13 of IRS Notice 2005-1, or (c) a change in the
ownership of a substantial portion of the assets of the Company, as defined in
Q&A 14 of IRS Notice 2005-1. Any Certificate distributed pursuant to this
Section 5 shall contain any legend as may be required under the Plan and/or
applicable law.

      6.    Adjustments. If the Common Stock, as presently constituted, shall be
changed into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation (whether by reason of
merger, consolidation, recapitalization, reclassification, stock split, spinoff,
combination of shares or otherwise), or if the number of shares of the Common
Stock shall be increased through the payment of a stock dividend or other
similar event, then, there shall be substituted for or added to each RSU, the
number and kind of RSUs, shares of stock or other securities as is appropriate
to reflect that event as determined by the Committee in its discretion, subject
to Section 3 above and subject to compliance with applicable laws.

      7.    Withholding of Taxes. The Company reserves the right to withhold, in
accordance with any applicable laws, from any consideration payable to the
Grantee any taxes required to be withheld by federal, state or local law as a
result of the settlement of any RSU pursuant to Section 5 of this Agreement. If
the amount of any consideration payable to the Grantee is insufficient to pay
such taxes or if no consideration is payable to the Grantee, then upon the
request of the Company, the Grantee (or such other person entitled to receive
shares upon settlement of the RSUs) shall pay to the Company an amount
sufficient for the Company to satisfy any federal, state or local tax
withholding requirements the Company may incur as a result of the settlement of
the RSUs. Unless otherwise determined by the Board, the minimum required
withholding obligation arising in connection with the settlement of the RSUs
may, upon the Grantee's request, be settled with shares, including shares that
would otherwise be payable to the Grantee in connection with the settlement of
the RSUs.

      8.    Conformity with Plan. This Agreement is subject to, and the Grantee
and the Company agree to be bound by, all of the terms and conditions of the
Plan as it may be amended from time to time in accordance with the terms
thereof. Pursuant to the Plan, the Board is authorized to adopt rules and
regulations not inconsistent with the Plan as it shall deem appropriate and
proper. A copy of the Plan in its present form is attached hereto and a copy
will be available for inspection during business hours by the Grantee or the
persons entitled to receive settlement of the Grantee's RSUs at the Company's
principal office.

      9.    NO GUARANTEE OF EMPLOYMENT. THE GRANTEE ACKNOWLEDGES AND AGREES THAT
THE VESTING OF RSUS PURSUANT TO SECTION 2 HEREOF IS EARNED ONLY BY CONTINUING
SERVICE AS AN EMPLOYEE, CONSULTANT OR DIRECTOR, IN EACH CASE AT THE WILL OF THE
COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED RSUS HEREUNDER).
THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING PROVISIONS SET FORTH HEREIN
DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED SERVICE
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FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH
THE GRANTEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE THE GRANTEE'S SERVICE AT
ANY TIME, WITH OR WITHOUT CAUSE.

      10.   Amendment or Substitution of RSUs. The terms of the RSUs may be
amended from time to time by the Committee in its discretion in any manner that
it deems appropriate; provided that, except as otherwise provided in Section 12
of the Plan or as required to ensure compliance with applicable laws, including
without limitation compliance with Section 409A of the Internal Revenue Code and
any regulations and other guidance issued by the Internal Revenue Service
thereunder ("Section 409A of the Code"), no such amendment shall adversely
affect in a material manner any of the Grantee's rights under the award without
the Grantee's written consent.

      11.   Unfunded Status of Plan. The Plan is an unfunded arrangement. Any
amounts payable under the Plan and this Agreement will be paid from the general
assets of the Company. Any person entitled to a payment under the Plan or this
Agreement will have the rights of a general creditor of the Company and will not
have a claim to any particular asset of the Company.

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

      13.   Restrictions/Legal Compliance. Shares will not be distributed to the
Grantee pursuant to Section 5 if the issuance of those shares would constitute a
violation of any applicable law, including without limitation any securities
laws and Section 409A of the Code. In addition, notwithstanding anything in this
Agreement to the contrary, if shares would otherwise be deliverable pursuant to
Section 5 on a date on which trading in such shares would be prohibited by
applicable securities laws, or by any Company insider trading policy intended to
facilitate compliance with such laws, then delivery of the shares will be
delayed until the earliest date on which trading is permitted under those laws
and the terms of any such policy. The Company may also condition the
distribution of shares of Common Stock upon the Grantee's execution and delivery
of any further documents or instruments deemed necessary or desirable by the
Committee, including any representations and warranties. The Company shall not
be required to transfer on its books any shares that have been sold or otherwise
transferred in violation of the Securities Act of 1933, as amended (the
"Securities Act") or any other laws or the provisions of this Agreement. The
Grantee represents that the Grantee will be acquiring shares of Common Stock for
the Grantee's own account and not on behalf of others. The Grantee understands
and acknowledges that federal, state and foreign securities laws govern and
restrict the Grantee's right to offer, sell or otherwise dispose of shares of
Common Stock issued hereunder unless such offer, sale or other disposition
thereof is registered under the Securities Act and state or foreign securities
laws, or in the opinion of the Company's counsel, such offer, sale or other
disposition is exempt from registration or qualification thereunder. The Grantee
agrees that the Grantee will not offer, sell or otherwise dispose of any shares
of Common Stock
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in any manner which would: (i) require the Company to file any registration
statement with the Securities and Exchange Commission (or any similar filing
under state law) or to amend or supplement any such filing or (ii) violate or
cause the Company to violate the Securities Act, the rules and regulations
promulgated thereunder or any state or other federal law, or (iii) violate any
agreement between the Grantee and the Company, including this Agreement.

      14.   Entire Agreement; Governing Law. The Plan and this Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Grantee and the Company with respect to the subject matter
hereof. This Agreement is governed by the laws of the Commonwealth of
Pennsylvania, without regard to principles of conflict of laws.

      15.   Notices. Any notice to be given to the Company pursuant to the
provisions of the Plan or this Agreement shall be addressed to the Company in
care of its Secretary (or such other person as the Company may designate from
time to time) at its principal executive office, and any notice to be given to
the Grantee will be delivered personally or addressed to the Grantee at the
address given beneath the Grantee's signature on this Agreement, or at such
other address as the Grantee may hereafter designate in writing to the Company.
Any such notice will be deemed duly given on the date and at the time delivered
via personal, courier or recognized overnight delivery service or, if sent via
telecopier, on the date and at the time telecopied with confirmation of delivery
or, if mailed, on the date five days after the date of the mailing (which will
be by regular, registered or certified mail). Delivery of a notice by telecopy
(with confirmation) will be permitted and will be considered delivery of a
notice notwithstanding that it is not an original that is received.

      IN WITNESS WHEREOF, this Agreement has been executed by the parties on
this ___ day of __________, 20__.

NEOSE TECHNOLOGIES, INC.

By: ________________________

Title: _______________________
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                        CERTIFICATION AND ACKNOWLEDGMENT
                         OF RESTRICTED STOCK UNIT GRANT
                                      UNDER
                    NEOSE TECHNOLOGIES, INC. 2004 EQUITY PLAN

The Grantee hereby acknowledges receipt of the Restricted Stock Unit Agreement
dated ___________ ("Agreement"), and the Neose Technologies, Inc. 2004 Equity
Plan ("Plan"), a copy of which is attached to the Agreement, and certifies and
represents that he or she has read and is familiar with the terms and provisions
of the Agreement and Plan, and hereby accepts the RSUs subject to all of the
terms and provisions of the Plan and Agreement. The Grantee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Board or the Committee concerning the Plan and the Agreement.


                                        Signature:______________________________
                                        Name:     <<FirstName>><<LastName>>

Date: ________________, 2005

Please return this certification to the HR Department within 10 days of receipt.