AMENDMENT TO THE AGREEMENT BETWEEN

               OSTEOTECH, INC. AND MARC BUREL DATED APRIL 18, 2000



                             EFFECTIVE MARCH 1, 2002



      WHEREAS the Corporation and the Employee desire to modify Section 5.3 of

the Agreement, which, among other things stipulates that the Employee will

receive a Special Bonus over a period of four (4) years based on sales of tissue

and metal products, excluding base tissue, in certain areas as specified.



      NOW, THEREFORE, it is agreed that:



            (a)   the period in which the Special Bonus is to be paid is changed

                  from four (4) years from the original date of employment to

                  six (6) years.



            (b)   the threshold that has to be achieved to earn an incremental

                  6% commission of net sales (defined as net sales of tissue,

                  excluding base tissue, and metal products in New Jersey,

                  Delaware and Northeastern Pennsylvania) in excess of the

                  threshold, is changed from previous years net sales plus

                  twenty (20) percent to previous years net sales plus fifteen

                  (15) percent.



In all other respects, Section 5.3 shall remain unchanged.



AGREED TO BY:



Corporation:

Osteotech, Inc.                                   Employee:





By: /s/ Richard W. Bauer                          By: /s/ Marc Burel

   --------------------------------------            ---------------------------

   Richard W. Bauer                                  Marc Burel

   President, Chief Executive Officer



Dated: 2/26/02                                    Dated:    3/4/02

      -----------------------------------               ------------------------



<PAGE>



                              EMPLOYMENT AGREEMENT



      THIS AGREEMENT entered into the ___ day of April, 2000 ("Effective Date")

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

Burel (the "Employee").



                                   WITNESSETH:



      WHEREAS, the Corporation desires to employ the Employee as Vice President

Sales; and



      WHEREAS, the Employee desires to accept such employment upon the terms and

conditions set forth therein.



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

hereinafter set forth, the parties hereto agree as follows:



      1. Employment. The Corporation hereby employs the Employee, and the

Employee hereby accepts employment by the Corporation, as Vice President Sales

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 expiration of 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 perform such duties and services and shall

be allocated such resources, consistent with his position, as may be assigned to

him from time to time by the President. In furtherance of the foregoing, the

Employee hereby agrees to perform well and faithfully such duties and

responsibilities.



      4. Time to be Devoted to Employment.



      4(a). The Employee shall devote his full time and energy to the business

of the Corporation except for vacations, holidays and personal days and absences

due to temporary illness, during the Term of Employment and except as approved

by the Board of Directors.

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