<SEQUENCE>10

<FILENAME>ex1064.txt

<DESCRIPTION>EX. 10.64

<TEXT>





                              EMPLOYMENT AGREEMENT



     THIS AGREEMENT  effective the 1st of November,  2000 (the "Effective Date")

between OSTEOTECH,  INC., a Delaware corporation (the "Corporation") and Mark H.

Burroughs (the "Employee").



                                   WITNESSETH:



     WHEREAS,  the  Corporation  desires  to  retain  the  Employee  as its Vice

President, Finance and Treasurer; and



     WHEREAS,  the Employee  desires to maintain such  employment upon the terms

and conditions set forth herein.



     NOW,  THEREFORE,  in  consideration of the mutual covenants and obligations

hereinafter set forth, the parties hereto agree as follows:



     1.  Employment.  The  Corporation  hereby  continues the  employment of the

Employee,   and  the  Employee  hereby  accepts  continued   employment  by  the

Corporation as the Vice President, Finance and Treasurer of the Corporation upon

the terms and conditions set forth herein.



     2. Term.  Unless sooner  terminated in accordance with this Agreement,  the

term of this  Agreement and the term of employment of the Employee  shall be for

two (2) years commencing on the Effective Date hereof and shall be automatically

renewable for successive additional two (2) year terms unless at least three (3)

months prior to the initial two-year period or any subsequent  two-year term the

Corporation  terminates  this  Agreement  by  written  notice  to the  Employee,

whereupon  this  Agreement  shall  be  terminated  at the end of the  applicable

two-year  period  (with  such  initial  two year  term and any two year  renewal

thereof,  unless sooner  terminated in accordance  with this Agreement being the

"Term of Employment").





<PAGE>



     3. Duties.  The Employee shall be employed in an executive  capacity as the

Vice  President,  Finance and Treasurer of the  Corporation.  The Employee shall

perform  such duties and  services,  consistent  with his  positions,  as may be

assigned  to him  from  time to  time  by the  Chief  Financial  Officer  of the

Corporation.  In  furtherance of the  foregoing,  the Employee  hereby agrees to

perform well and faithfully the aforesaid  duties and  responsibilities  and the

other reasonable  senior executive duties and  responsibilities  assigned to him

from time to time by the Board of Directors of the  Corporation or its designee.

During the Term of the Employment,  the  Corporation  shall provide the Employee

with an office,  secretarial and other support  services at its  headquarters as

may be  required  for  the  Employee  to  perform  the  duties  assigned  to him

hereunder.



     4. Time to be Devoted to Employment.



          (a) Except for  reasonable  vacations  (to consist of at least 4 weeks

     per  year)  and  absences  due to  temporary  illness,  during  the Term of

     Employment,  the  Employee  shall  devote  substantially  his full time and

     energy to the business of the Corporation.



          (b) During the Term of  Employment,  the Employee shall not be engaged

     in any other business  activity  which,  in the reasonable  judgment of the

     Corporation,  conflicts with the duties of the Employee hereunder,  whether

     or not such  activity  is  pursued  for  gain,  profit  or other  pecuniary

     advantage.



                                       2

<PAGE>



     5. Compensation; Reimbursement.



          (a)  During  the  Term  of  Employment,  the  Corporation  (or  at the

     Corporation's option, any subsidiary or affiliate thereof) shall pay to the

     Employee an annual  base salary  ("Base  Salary") of  $150,000,  payable in

     installments as is the policy of the Corporation  with respect to employees

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