EMPLOYMENT AGREEMENT



      THIS AGREEMENT effective the 2nd day of July 2004 (the "Effective Date")

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

Owusu-Akyaw (the "Employee").



                                   WITNESSETH:



      WHEREAS, the Corporation desires to retain the Employee as President And

Chief Operating Officer; 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.    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").



      (a) The Employee will be on an unpaid leave of absence during the period

July 2, 2004



<PAGE>



to July 11, 2004.



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

President And Chief Operating Officer of the Corporation. The Employee shall

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



assigned to him from time to time by the Chief Executive 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.



      3. Time to be Devoted to Employment.



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

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      4. 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 Three hundred thousand dollars

($300,000), payable in installments as is the policy of the Corporation with

respect to employees of the Corporation at substantially the same employment

level as the Employee, but in no event less frequently than once per month.

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