Exhibit 10.1

                          NORTHFIELD LABORATORIES INC.
                          2003 EQUITY COMPENSATION PLAN

           AS AMENDED AND RESTATED EFFECTIVE AS OF SEPTEMBER 29, 2005

     1. Purpose. The purposes of the Northfield Laboratories Inc. 2003 Equity
Compensation Plan (the "Plan") are to (a) encourage outstanding individuals to
accept or continue service as employees, consultants and directors of Northfield
Laboratories Inc. (the "Company") and (b) to furnish additional incentives to
those persons to achieve the Company's business goals and objectives and to
strengthen the mutuality of interest between those persons and the Company's
stockholders by providing them stock options and other stock and cash
incentives.

     2. Administration. The Plan will be administered by a Committee (the
"Committee") of the Company's Board of Directors consisting of two or more
directors as the Board may designate from time to time, each of whom will
satisfy such requirements as:

     (a)  the Securities and Exchange Commission may establish for
          administrators acting under plans intended to qualify for exemption
          under Rule 16b-3 or its successor under the Securities Exchange Act of
          1934, as amended (the "Exchange Act");

     (b)  the Nasdaq Stock Market, Inc. may establish pursuant to its
          rule-making authority; and

     (c)  the Internal Revenue Service may establish for outside directors
          acting under plans intended to qualify for exemption under Section
          162(m) of the Internal Revenue Code of 1986, as amended (the "Code").

     The Committee will have the authority to construe and interpret the Plan
and any benefits granted thereunder, to establish and amend rules for plan
administration, to change the terms and conditions of options and other benefits
at or after grant, and to make all other determinations which it deems necessary
or advisable for the administration of the Plan. The determinations of the
Committee will be made in its sole discretion in accordance with its judgment as
to the best interests of the Company and its stockholders and in accordance with
the purposes of the Plan. A majority of the members of the Committee will
constitute a quorum, and all determinations of the Committee will be made by a
majority of its members. Any determination of the Committee under the Plan may
be made without notice or meeting of the Committee, in writing signed by all the
Committee members. The Committee may authorize one or more officers of the
Company to select employees to participate in the Plan and to determine the
number of option shares and other rights to be granted to such participants,
except with respect to awards to officers subject to Section 16 of the Exchange
Act or officers who are or may become "covered employees" within the meaning of
Section 162(m) of the Code ("Covered Employees"), and any reference in the Plan
to the Committee will include such officer or officers.

     3. Participants. Participants will consist of all employees, consultants
and non-employee directors of the Company. Designation of a participant in any
year will not require the Committee to designate that person to receive a
benefit in any other year or to receive the same type or amount of benefit as
granted to the participant in any other year or as granted to any other
participant in any year. The Committee may consider all factors that it deems
relevant in selecting participants and in determining the type and amount of
their respective benefits.



     4. Shares Available under the Plan. There is hereby reserved for issuance
under the Plan an aggregate of 2,250,000 shares of the Company's Common Stock,
par value $.01 per share ("Common Stock"). If there is a lapse, expiration,
termination or cancellation of any Stock Option issued under the Plan prior to
the issuance of shares thereunder or if shares of Common Stock are issued under
the Plan and thereafter are reacquired by the Company, the shares subject to the
Stock Option and the reacquired shares will be added to the shares available for
benefits under the Plan. Shares covered by a benefit granted under the Plan will
not be counted as used unless and until they are actually issued and delivered
to a participant. Any shares covered by a Stock Appreciation Right will be
counted as used only to the extent shares are actually issued to the participant
upon exercise of the right. In addition, any shares of Common Stock exchanged by
an optionee as full or partial payment to the Company of the exercise price
under any Stock Option exercised under the Plan, any shares retained by the
Company pursuant to a participant's tax withholding election, and any shares
covered by a benefit which is settled in cash will be added to the shares
available for benefits under the Plan. All shares issued under the Plan may be
either authorized and unissued shares or issued shares reacquired by the
Company. Under the Plan, no participant may receive in any calendar year (a)
Stock Options relating to more than 100,000 shares, (b) Restricted Stock or
Restricted Stock Units that are subject to the attainment of Performance Goals
(as defined in Section 12) relating to more than 50,000 shares, (c) Stock
Appreciation Rights relating to more than 100,000 shares or (d) Performance
Shares relating to more than 50,000 shares. No non-employee director may receive
in any calendar year Stock Options relating to more than 50,000 shares or
Restricted Stock Units relating to more than 25,000 shares. The shares reserved
for issuance and the limitations set forth above will be subject to adjustment
in accordance with Section 13. All of the available shares may, but need not, be
issued pursuant to the exercise of Incentive Stock Options.

     5. Types of Benefits. Benefits under the Plan will consist of Stock
Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
Performance Stock, Performance Units and Other Stock or Cash Awards, all as
described below.

     6. Stock Options. Stock Options may be granted to participants, at any time
as determined by the Committee. The Committee will determine the number of
shares subject to each option and whether the option is an Incentive Stock
Option. The option price for each option will be determined by the Committee but
will not be less than 100% of the fair market value of the Common Stock on the
date the option is granted. Each option will expire at such time as the
Committee will determine at the time of grant. Options will be exercisable at
such time and subject to such terms and conditions as the Committee will
determine; provided that no option will be exercisable later than the tenth
anniversary of its grant. The option price, upon exercise of any option, will be
payable to the Company in full by (a) cash payment or its equivalent, (b)
tendering previously acquired shares (held for at least six months) having a
fair market value at the time of exercise equal to the option price or
certification of ownership of such previously-acquired shares, (c) delivery of a
properly executed exercise notice, together with irrevocable instructions to a
broker to promptly deliver to the Company the amount of sale proceeds from the
option shares or loan proceeds to pay the exercise price and any withholding
taxes due to the Company and (d) such other methods of payment as the Committee
deems appropriate. In no event will the Committee cancel any outstanding Stock
Option for the purpose of reissuing the option to the participant at a lower
exercise price or reduce the option price of an outstanding option, in each case
without prior stockholder approval.

     7. Stock Appreciation Rights. Stock Appreciation Rights may be granted to
participants at any time as determined by the Committee. A Stock Appreciation
right may be granted in tandem with a Stock Option granted under the Plan or on
a free-standing basis. The Committee also may substitute Stock Appreciation
Rights which can be settled only in stock for outstanding Stock Options at any
time. The grant price of a tandem or substitute Stock Appreciation Rights will
be equal to the option price of the related option. The grant price of a
free-standing Stock Appreciation Rights will be equal to the fair market value
of



the Common Stock on the date of its grant. A Stock Appreciation Right may be
exercised upon such terms and conditions and for the term as the Committee
determines; provided that the term will not exceed the option term in the case
of a tandem or substitute Stock Appreciation Rights or ten years in the case of
a free-standing Stock Appreciation Right and the terms and conditions applicable
to a substitute Stock Appreciation Right will be substantially the same as those
applicable to the Stock Option which it replaces. Upon exercise of a Stock
Appreciation Right, the participant will be entitled to receive payment from the
Company in an amount determined by multiplying the excess of the fair market
value of a share of Common Stock on the date of exercise over the grant price of
the Stock Appreciation Right by the number of shares with respect to which the
Stock Appreciation Right is exercised. The payment may be made in cash or stock,
at the discretion of the Committee, except in the case of a substitute Stock
Appreciation Right, which may be made only in stock.

     8. Restricted Stock and Restricted Stock Units. Restricted Stock and
Restricted Stock Units may be awarded or sold to participants under such terms
and conditions as may be established by the Committee. Restricted Stock and
Restricted Stock Units will be subject to such restrictions as the Committee
determines, including, without limitation, any of the following:

     (a)  a prohibition against sale, assignment, transfer, pledge,
          hypothecation or other encumbrance for a specified period; or

     (b)  a requirement that the holder forfeit (or in the case of shares or
          units sold to the participant resell to the Company at cost) such
          shares or units in the event of termination of employment during the
          period of restriction.

     All restrictions will expire at such times as the Committee may specify.

     9. Performance Stock. The Committee may designate the participants to whom
long-term performance stock ("Performance Stock") is to be awarded and determine
the number of shares, the length of the performance period and the other terms
and conditions of each such award. Each award of Performance Stock will entitle
the participant to a payment in the form of shares of Common Stock upon the
attainment of performance goals and other terms and conditions specified by the
Committee. Notwithstanding satisfaction of any performance goals, the number of
shares issued under a Performance Stock award may be adjusted by the Committee
on the basis of such further consideration as the Committee may determine;
provided that the Committee may not, in any event, increase the number of shares
earned upon satisfaction of any performance goal by any participant who is a
Covered Employee. The Committee may make a cash payment equal to the fair market
value of shares of Common Stock otherwise required to be issued to a participant
pursuant to a Performance Stock award.

     10. Performance Units. The Committee may designate the participants to whom
long-term performance units ("Performance Units") are to be awarded and
determine the number of units and the terms and conditions of each such award.
Each Performance Unit award will entitle the participant to a payment in cash
upon the attainment of performance goals and other terms and conditions
specified by the Committee. Notwithstanding the satisfaction of any performance
goals, the amount to be paid under a Performance Unit award may be adjusted by
the Committee on the basis of such further consideration as the Committee will
determine; provided that the Committee may not, in any event, increase the
amount earned under Performance Unit awards upon satisfaction of any performance
goal by any participant who is a Covered Employee and the maximum amount earned
by a Covered Employee in any calendar year may not exceed $500,000. The
Committee may substitute actual shares of Common Stock for the cash payment
otherwise required to be made to a participant pursuant to a Performance Unit
award.



     11. Other Stock or Cash Awards. In addition to the incentives described in
Sections 6 through 10, the Committee may grant other incentives payable in cash
or in Common Stock under the Plan as it determines to be in the best interests
of the Company and its stockholders and subject to such other terms and
conditions as it deems appropriate.

     12. Performance Goals. Awards of Restricted Stock, Restricted Stock Units,
Performance Stock, Performance Units and other incentives under the Plan may be
made subject to the attainment of performance goals relating to one or more
business criteria within the meaning of Section 162(m) of the Code ("Performance
Criteria"). Any Performance Criteria may be used to measure the performance of
the Company as a whole or any business unit of the Company and may be measured
relative to a peer group or index. Performance Criteria may be calculated in
accordance with the Company's financial statements, generally accepted
accounting principles or under a methodology established by the Committee prior
to the issuance of an award which is consistently applied and identified in the
audited financial statements, including footnotes, or the Management Discussion
and Analysis section of the Company's annual report.

     13. Adjustment Provisions. If the Company at any time changes the number of
issued shares of Common Stock by stock dividend, stock split, spin-off,
split-off, spin-out, recapitalization, merger, consolidation, reorganization,
combination or exchange of shares, the total number of shares reserved for
issuance under the Plan, the maximum number of shares which may be made subject
to an award in any calendar year, and the number of shares covered by each
outstanding award and the price therefor, if any, will be equitably adjusted by
the Committee.

     14. Terminating Events. The Company, at its option, may give any or all of
the participants at least 10 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
receiving such notice will be permitted to exercise, in whole or in part, the
vested and unexercised portion of each Stock Option or Stock Appreciation Right
held by such participant in accordance with the terms and conditions of the Plan
and the award agreement relating to such Stock Option or Stock Appreciation
Right. Upon the consummation of the Terminating Event, all Stock Options and
Stock Appreciation Rights will be canceled and forfeited to the extent they have
not been exercised in accordance with the provisions of this Section 14. If the
Terminating Event is not consummated, all Stock Options and Stock Appreciation
Rights 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. In lieu of delivering notice of a
Terminating Event pursuant to this Section 14, 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 Stock Appreciation Rights and the exercise price
applicable thereto will be adjusted appropriately and the Stock Options and
Stock Appreciation Rights 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. For purposes
of this Section 14, "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 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.

     15. Nontransferability. Each benefit granted under the Plan will not be
transferable otherwise than by will or the laws of descent and distribution and
each Stock Option and Stock Appreciation Right will be exercisable during the
participant's lifetime only by the participant or, in the event of disability,
by the participant's personal representative. In the event of the death of a
participant, exercise of any benefit or payment with respect to any benefit will
be made only by or to the executor or administrator of the estate of the
deceased participant or the person or persons to whom the deceased participant's
rights under the benefit will pass by will or the laws of descent and
distribution. Notwithstanding the foregoing, the Committee may permit the
transfer of a Stock Option or Stock Appreciation Right by the participant,
subject to such terms and conditions as may be established by the Committee.

     16. Taxes. The Company will be entitled to withhold the amount of any tax
attributable to any amounts payable or shares deliverable under the Plan, after
giving the person entitled to receive such payment or delivery notice and the
Company may defer making payment or delivery as to any award, if any such tax is
payable until indemnified to its satisfaction. A participant may pay all or a
portion of any required withholding taxes arising in connection with the
exercise of a Stock Option or Stock Appreciation Right or the receipt or vesting
of shares hereunder by electing to have the Company withhold shares of Common
Stock, having a fair market value equal to the amount required to be withheld.

     17. Duration, Amendment and Termination. No award of any benefit under the
Plan will be made more than ten years after the date of adoption of the Plan by
the Board of Directors; provided that the terms and conditions applicable to any
option granted on or before such date may thereafter be amended or modified by
mutual agreement between the Company and the participant, or such other person
as may then have an interest therein. The Board of Directors or the Committee
may amend the Plan from time to time or terminate the Plan at any time; provided
that no such action will reduce the amount of any existing award or change the
terms and conditions thereof without the participant's consent. No material
amendment of the Plan will be made without stockholder approval.

     18. Fair Market Value. The fair market value of the Common Stock at any
time will be determined in such manner as the Committee may deem equitable or as
required by applicable law or regulation.

     19. Other Provisions. The award of any benefit under the Plan may also be
subject to other provisions (whether or not applicable to the benefit awarded to
any other participant) as the Committee determines appropriate, including
provisions intended to comply with federal or state securities laws and stock
exchange requirements, understandings or conditions as to the participant's
employment, requirements or inducements for continued ownership of Common Stock
after exercise or vesting of benefits, acceleration of benefits upon the
occurrence of a change in control of the Company or other events determined by
the Committee, forfeiture of awards in the event of termination of employment
after exercise or vesting, or breach of noncompetition or confidentiality
agreements following termination of employment, or provisions permitting the
deferral of the receipt of a benefit for such period and upon such terms as the
Committee may determine. If any benefit under the Plan is granted to an employee
who is employed or providing services outside the United States and who is not
compensated from a payroll maintained in the United States, the Committee may
modify the provisions of the Plan as they pertain to such individuals to comply
with applicable law, regulation or accounting rules. The Committee may permit or
require a participant to have amounts or shares of Common Stock that otherwise
would be paid or delivered to the participant as a result of the exercise or
settlement of an award under the Plan credited to a deferred compensation or
stock unit account established for the participant by the Committee on the
Company's books of account.



     20. Governing Law. The Plan and any actions taken in connection herewith
will be governed by and construed in accordance with the laws of the state of
Delaware without regard to applicable conflict of law principles.

     21. Stockholder Approval. The Plan was originally adopted by the Board of
Directors on July 10, 2003 and approved by the stockholders of the Company on
September 17, 2003. An amendment and restatement of the Plan to increase the
number of shares available under the Plan from 750,000 to 2,250,000 shares of
Common Stock was adopted by the Board of Directors on July 14, 2005, subject to
stockholder approval. The foregoing amendment to the Plan will not become
effective if stockholder approval is not obtained at the Company's next annual
meeting of stockholders and, in such event, the Plan as originally adopted will
continue in full force and effect.