EMPLOYMENT AGREEMENT



      THIS EMPLOYMENT AGREEMENT (the "Agreement"), made as of the 20th day of

September, 2001, is entered into by and between Curis, Inc., a Delaware

corporation (the "Company"), and Daniel R. Passeri (the "Employee").



      The Company desires to employ the Employee, and the Employee desires to be

employed by the Company. In consideration of the mutual covenants and promises

contained herein, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as

follows:



      1. Term of Employment. The Company hereby agrees to employ the Employee,

and the Employee hereby accepts employment with the Company, upon the terms set

forth in this Agreement, for the period commencing on September 20, 2001 (the

"Commencement Date") and ending on December 31, 2006 (such period, as it may be

extended, the "Employment Period"), unless sooner terminated in accordance with

the provisions of Section 4.



      2. Position.



         (a) The Employee shall serve as President and Chief Executive Officer

of the Company. The Employee shall have duties and authority consistent with his

position as President and Chief Executive Officer and as may be assigned from

time to time by the Board of Directors of the Company (the "Board"). The

Employee shall report to, and be subject to the supervision of, the Board. The

Employee agrees to devote his entire business time to the business and interests

of the Company during the Employment Period.

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         (b) During the Employment Period, the Company shall use its best

efforts to cause the election of the Employee to the Board. Upon termination of

the Employment Period, the Employee shall be deemed to have automatically

resigned as a member of the Board; such resignation shall be effective

immediately without the requirement of any further written notice.



         (c) The Employee agrees to abide by the rules, regulations,

instructions, personnel practices and policies of the Company and any changes

therein which may be adopted from time to time by the Company.



         (d) The Employee agrees that the Severance Agreement, made as of

November 20, 2000, by and between the Company and the Employee is terminated

effective immediately.



      3. Compensation and Benefits.



         3.1 Salary. The Company shall pay the Employee, in periodic

installments in accordance with the Company's customary payroll practices, a

base salary of $325,000 per annum. Such salary shall be subject to annual review

by the Board.



         3.2 Bonus. The Employee's annual bonus shall be determined by the Board

and shall be based on the achievement of specific objectives established by the

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