Employment Offer Letter and Addendum between Keryx Biopharmaceuticals, Inc. and Mark R. Stier (Chief Accounting Officer)

1.

You will report directly to the Chief Financial Officer of the Corporation (the “CFO”) and you will have primary responsibility for managing all activities of general accounting functions, with overall responsibility for SEC reporting, accounting, tax, and external audit compliance functions. You will also be responsible for overseeing the financial and accounting system controls and processes to ensure timely financial reporting that adheres to Generally Accepted Accounting Principles ("GAAP"), SEC reporting, Sarbanes Oxley compliance and local statutory reporting requirements. You agree to devote your entire business time and attention to the performance of your employment duties to the Corporation except as otherwise agreed in advance in writing by the Corporation.

2.

You will receive a base salary of $275,000 per annum. In addition to the base salary, you will be eligible to receive an annual performance-based bonus of up to 50% of your annual base salary, payable only if you are employed by the Corporation at the time such bonus is paid. The annual performance-based bonus will be based upon annual target performance objectives to be agreed upon by you and the CFO and CEO on or before December 15 immediately preceding the fiscal year for which the performance bonus shall be applicable. For 2007, you shall be eligible for the full potential bonus.

3.

You will also receive an initial option grant of 100,000 options vesting over four years, with the first one-quarter vesting on the first anniversary of the Date of employment and thereafter the options shall vest in equal quarterly installments through the fourth anniversary of the date of employment. Your options will be granted pursuant to an executive incentive plan and shall be issued on the effective date of your employment with the Corporation, or as soon as possible thereafter, and your options will be priced at the fair market value of the common stock on the date of grant. In addition, on an annual basis you shall be eligible for additional stock option grants of up to 25% of your initial grant (e.g. up to 25,000) based on the achievement of corporate level G&Os, which will form the basis of your bonus calculation.

4.

For calendar year beginning January 1, 2007, you shall be entitled to fifteen (15) business days of leave, thereafter you shall be entitled to twenty (20) business days of leave per calendar year. Any leave not taken in a particular calendar year will be forfeited and not carried forward into the next calendar year. In addition, you shall be entitled to those holidays set forth, from time to time, by the Company.

5.

Your start date shall be March 19, 2006.

6.

Either party may terminate your employment with the Corporation without cause and without Good Reason at any time upon ninety (90) days’ notice, provided, however that if such termination occurs without cause or good reason in the first twelve (12) months following the Effective Date, the Corporation shall pay your full salary and benefits (excluding bonus) until the first anniversary of the Effective Date. The Corporation shall have the right, in its sole discretion, to require you to continue working for the Corporation during the notice period. If you are terminated by the Corporation in the event of a change in control, all your options will become immediately vested and they shall remain exercisable until the earlier of: (i) 2 years following such termination and (ii) for the full term of such Options. If you are terminated in connection with a “qualified” change in control, then you shall also receive your base salary for one year (paid in a lump sum at the time of termination). A qualified change in control shall mean a “change in control”, which places a value on the Corporation of in excess of $1.5 billion.

7.

The Corporation shall make available to you and your dependents such health benefits as the Corporation makes generally available to its other employees. The Corporation shall reimburse you for all reasonable business expenses incurred by you, including, without limitation, professional fees associated with maintaining your professional accounting credentials (e.g. registration fees, CPE costs, AICPA membership)

8.

Your employment will be governed by the Corporation’s Personnel Policies and Procedures handbook and ADP TotalSource’s Basic Employment Policies and such other corporate policies as are from time to time implemented including without limitations the Corporation’s insider trading policies and code of conduct and ethics. In addition, as a condition to your employment, you will be required to execute the Corporation’s standard Proprietary Information and Inventions Agreement.

Very truly yours,

/s/ Michael S. Weiss

Michael S. Weiss

Chairman & Chief Executive Officer

Very truly yours,

/s/ Michael S. Weiss

Michael S. Weiss

Chairman & Chief Executive Officer