EXHIBIT 10.3

                      [Neose Technologies, Inc. Letterhead]

                                        March 3, 2005

C. Boyd Clarke
President and Chief Executive Officer
Neose Technologies, Inc.
102 Witmer Road
Horsham PA 19044

Dear Boyd:

This letter confirms the recent agreement between you and Neose Technologies,
Inc. (the "Company") regarding your compensation from the Company.

You and the Company have agreed that your Base Salary, as defined in the
Employment Agreement between you and the Company, dated March 29, 2002 (the
"Employment Agreement"), for the 12-month period that commenced on March 1,
2005, is $405,000. Effective March 1, 2006, your Base Salary will not be less
than $450,000.

You and the Company have also agreed any Annual Bonus (as defined in the
Employment Agreement) payable to you in respect of 2004 and 2005 will be paid in
the form of Restricted Stock Units (as defined in the Company's Equity Incentive
Plan (the "Plan")), subject to the terms of the Plan and an award agreement
that, in the case of RSUs awarded in respect of a 2004 annual bonus, is
substantially in the form attached hereto as Exhibit A, and, in the case of RSUs
awarded in respect of a 2005 annual bonus, is substantially in the form attached
hereto as Exhibit B. In addition, your bonus target for 2005 only will be 93.75%
of the sum of (i) your Base Salary plus (ii) $45,000.

In addition, in recognition of the changes to your cash compensation described
above, the Company will grant to you, effective today, that number of RSUs as is
determined by dividing $45,000 by today's closing price of our stock, subject to
the terms of the Plan and an award agreement substantially in the form attached
hereto as Exhibit B and subject to your execution of this letter.

Your signature below constitutes your written consent to the reduction of your
Base Salary and to the payment of your 2004 Annual Bonus and your 2005 Annual
Bonus in Restricted Stock Units, each as described above. Therefore, neither the
reduction of Base Salary described above nor the payment of your 2004 Annual
Bonus and your 2005 in the form of Restricted Stock Units will constitute Good
Reason (as defined in the Employment Agreement) for your termination of
employment with the Company.

Except to the extent modified by this letter, the Employment Agreement continues
in full force and effect.

Please execute this letter in the space provided below to acknowledge the
foregoing agreements.

                                        Sincerely,

                                        /s/ Debra J. Poul
                                        Debra J. Poul
                                        Senior Vice President & General Counsel
Acknowledged and Agreed:

/s/ C. Boyd Clarke
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C. Boyd Clarke