AMENDED AND RESTATED
                         EXECUTIVE EMPLOYMENT AGREEMENT


         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, effective as of the 8th
day of June,  2000,  by and between John Mon (the  "Executive"),  an  individual
residing  at c/o  Celsion  Corporation,  10220-1 Old  Columbia  Road,  Columbia,
Maryland  21046-1705,  and  Celsion  Corporation  (the  "Company"),  a  Maryland
corporation  with  offices at 10220-1  Old  Columbia  Road,  Columbia,  Maryland
21046-1705.

                                   WITNESSETH:

         WHEREAS,  the  Executive  is  currently  employed  by  the  Company  as
Treasurer,  as Secretary,  and as General Manager,  and the Company desires that
the Executive shall continue to be employed by it and render services to it, and
the  Executive is willing to continue to be so employed and to render  services,
all upon the terms and subject to the conditions set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

         1. Employment, Duties and Acceptance.

         1.1 The Company  hereby  employs  Executive,  and the Executive  hereby
accepts  employment,  for the term  ("Term")  set forth in Section 2 hereof,  to
render  services  to  Company  as one  of its  senior  executive  officers.  The
Executive  represents  and  warrants to the  Company  that he has full power and
authority to enter into this  Agreement and that he is not under any  obligation



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of a contractual  or other nature to any person,  firm or  corporation  which is
inconsistent or in conflict with this Agreement,  or which would prevent,  limit
or impair in any way the performance by Executive of his obligations hereunder.

         1.2  The  Executive  will  serve  as  Vice   President,   New  Business
Development  of the  Company  and as a member  of its  Board of  Directors  when
elected as such,  will have  general  supervision  over  investigation  into new
business  opportunities  for the  Company  and its  subsidiaries  or  affiliates
(referred to collectively as  "Affiliates")  and will have such other duties and
responsibilities,  consistent with his position as Vice President,  New Business
Development, as may reasonably be assigned to him by the President. In addition,
the  Executive  will serve as a senior  officer and a director  (when elected as
such) of each of the  Company's  Affiliates.  The  Executive  will report to the
President of the Company.

         1.3 The  Executive  shall devote all of his business time and effort to
the business and affairs of the Company, and shall use his best efforts, skills,
and  abilities to promote the  interests of the Company,  except for  reasonable
vacations and during periods of illness or incapacity,  but nothing contained in
this  Agreement  shall  prevent  the  Executive  from  engaging  in  charitable,
community or other business  activities  provided they do not interfere with the
regular  performance of the Executive's duties and  responsibilities  under this
Agreement.

         1.4 Unless the  Executive and the Company shall  otherwise  agree,  the
Executive's  principal places of employment shall be in and around the Columbia,
Maryland area, but the duties of the Executive  shall include such visits to the
Company's Affiliates,  research and development  partners,  product and clinical
trial test sites,  customers,  investment and other bankers, in each case at the
expense of the Company,  as the Executive  determines is reasonably  required in
the performance of the Executive's responsibilities.

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<PAGE>

         2. Term.

         2.1 The Term of this  Agreement  will  commence  as of June 8, 2000 and
will  terminate  at the  close  of  business  on June  7,  2003,  unless  sooner
terminated in accordance with the provisions of this Agreement ("Initial Term").
Thereafter,  the  employment  of the  Executive  shall  continue for  successive
one-year periods (each such one year period being  hereinafter  referred to as a
"Renewal  Term") unless the  Corporation  or Executive  shall give notice to the
other at least three  months prior to the end of the Term or any Renewal Term of
the election of the  Corporation or the Executive to terminate the employment of
the Executive at the end of the Term or the then current Renewal Term.

         3. Base Salary.

         3.1 For all services  performed by the Executive  under this Agreement,
the Executive  shall be paid a base salary ("Base  Salary") for the first twelve
months of the Initial Term at the annual rate of  $100,000.  The Base Salary for
subsequent years shall be the greatest of (i) one hundred five percent (105%) of
the  Base  Salary  for  the  prior  calendar  year;  (ii)  the  product  of  the
multiplication of the Base Salary during the calendar year immediately preceding
by the sum of (y) one  hundred  percent  plus  (z) the  amount  (expressed  as a
percent)  by which the most  recently  reported  Consumer  Price  Index  ("CPI")
applicable to the  Washington-Baltimore  Metropolitan region is greater than the
CPI for that same region for the prior twelve  months;  or (iii) the sum offered
by the Board of  Directors  after a review  taking into  account  corporate  and
individual performance, the Company's prospects and general business conditions.

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<PAGE>

         3.2  Base  Salary  shall  be  paid in  equal  monthly  or  semi-monthly
installments in keeping with the Company's standard payroll policies  applicable
to its senior executives.

         4. Option to Acquire Bonus Shares.

         4.1 The Company  hereby grants to Executive as a bonus a  non-qualified
stock option to acquire fifty thousand  (50,000)  fully paid and  non-assessable
shares of common  stock (the  "Bonus  Shares"),  par value  $0.01 per share (the
"Common Stock") of the Company. The purchase price for each Bonus Share shall be
$2.75 per share.  The option  granted  hereby  shall expire on June 7, 2010 (the
"Expiration  Date"),  and  subject  to the other  provisions  of this  Agreement
regarding  exercise  rights in the event of termination  of  employment,  may be
exercised only while the Executive is employed by the Company.

         4.2 The Company shall at all times reserve for issuance and/or delivery
such number of shares of its Common  Stock as shall be required  for issuance or
delivery as Bonus Shares. No fractional shares or scrip representing  fractional
shares shall be issued as Bonus Shares.  Bonus Shares may not be sold or offered
for sale in the absence of effective registration under such securities laws, or
an opinion of counsel  satisfactory to the Company that such registration is not
required. Bonus Shares may be sold by the Executive in transactions permitted by
the  provisions of Rule 144 of the  Securities  Act of 1933.  Bonus Shares shall
bear an appropriate restrictive legend, referring to the provisions hereof.

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<PAGE>

         5. Incentive Compensation.

         5.1 As incentive  compensation to Executive,  the Company hereby grants
to Executive  non-qualified  stock  options to acquire  from the Company,  on an
original issue basis, an aggregate of two hundred fifty thousand (250,000) fully
paid and non-assessable  shares of Common Stock (the "Incentive  Shares") at the
exercise  prices  designated  below upon the  achievement  by the Company of the
several corporate accomplishments (the "Milestones") listed below.

         5.2 For purposes of this paragraph:

         A. Corporate  Milestones.  The right to acquire  Incentive Shares shall
vest and  thereafter be available  for exercise in tranches as indicated  herein
if,  and at any time  after,  the  Company  has  achieved  the  first two of the
following Class X Milestones:

              >  Execution  and  delivery  of an  agreement  with  one  or  more
strategic  partners to the Company  providing for the marketing and distribution
of any one of the  Company's  products  related to its breast  cancer  treatment
system. (Tranche: 50,000 shares).

              >  Execution  and  delivery  of an  agreement  with  one  or  more
strategic  partners to the Company  providing for the marketing and distribution
of any one of the  Company's  products  related  to  treating  chronic  prostate
enlargement  condition,  common  in  older  males,  known  as  benign  prostatic
hyperplasia ("BPH") (Tranche: 50,000 shares).

              >  Execution  and  delivery  of an  agreement  with  one  or  more
strategic  partners to the Company  providing for the marketing and distribution
of any one of the  Company's  products  related to liposome  compounds  that can
carry  chemotherapy drugs to a tumor site and release their payload quickly when
triggered by targeted heat. (Tranche: 50,000 shares).

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<PAGE>

         Only 150,000  shares in the  aggregate  may be issued to the  Executive
with respect to Class X Milestones.

         The right to acquire Incentive Shares shall be available in tranches as
indicated  herein if, and at any time after, the Company has achieved any of the
following Class Y Milestones:

              > Obtaining pre-marketing approval from the United States Food and
Drug Administration for commercialization of the Company's BPH treatment system.
(Tranche: 50,000 shares).

              > Obtaining pre-marketing approval from the United States Food and
Drug  Administration  for  commercialization  of  the  Company's  breast  cancer
treatment system. (Tranche: 50,000 shares).

         As a Class Z Milestone,  the right to acquire Incentive Shares shall be
available  as to a tranche of 100,000  shares  if,  and at any time  after,  the
Company has achieved net income of  $1,000,000 or more for any fiscal year prior
to the Expiration Date.

         Nothing  in this  paragraph  shall be read to mean  that the  Executive
shall have the right  hereunder  to  acquire,  in the  aggregate,  more than two
hundred fifty thousand (250,000) Incentive Shares.


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<PAGE>


         B. Exercise Price.  The exercise price payable per share for each stock
option  exercised  upon or  after  the  occurrence  of a  Milestone  shall be as
follows: Upon achieving the first Milestone, $2.75 per share; Upon achieving the
second Milestone, $2.95 per share; Upon achieving the third Milestone, $3.15 per
share; Upon achieving the fourth Milestone,  $3.35 per share; and Upon achieving
the fifth Milestone, $3.55 per share.

         C.  Acquisition of Incentive  Shares.  Subject to the  limitations  set
forth in this  Agreement,  the  Executive may exercise the option to acquire the
Incentive  Shares in tranches as set forth as each  Milestone is achieved at any
time on or after the date on which the  applicable  Milestone is achieved and so
long as he is employed by the Company,  but not later than the Expiration  Date,
upon notice to the Company at its principal office at 10220-1 Old Columbia Road,
Columbia,  MD  21046-1705,  Attention:  Spencer  J.  Volk,  President  and Chief
Executive  Officer  (or at such other  location  as the  Company  may advise the
Executive in  writing).  The notice  shall be executed  and  delivered  with the
Purchase Form attached hereto duly filled in and signed and upon payment in cash
or  cashier's  check of the  aggregate  Purchase  Price for the number of shares
which  Executive is  acquiring  determined  in  accordance  with the  provisions
hereof.  If such date is a day on which banking  institutions  are authorized by
law to close, then the Expiration Date shall be on the next succeeding day which
shall not be such a day.  Incentive Shares may be acquired without regard to the
sequence in which the Milestones  have been  achieved.  A Notice of Intention to
acquire  Incentive  Shares shall be submitted by the  Executive to the Company's


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<PAGE>

Board of Directors,  identifying the Milestone achieved and the number of shares
covered by the relevant tranche.  The Board of Directors shall be deemed to have
approved the relevant acquisition of Incentive Shares unless, within seventy two
(72) hours of the  submission  of the Notice of  Intention,  the Board  adopts a
resolution  determining  that  Incentive  Shares  may  not be  issued  as to the
Milestone  identified  in the  Notice of  Intention.  In the  absence  of such a
disaffirming  resolution,  Executive may acquire  Incentive Shares thereafter by
presentation  of the Notice of Intention  either to the Company or at the office
of its stock transfer  agent, if any, and accompanied by payment in cash or cash
equivalent of the exercise price for the number of Incentive Shares specified in
such Notice of Intention,  together with all federal and state taxes  applicable
upon such exercise.

         D.  Reservation of Shares.  The Company hereby agrees that at all times
there shall be reserved for  issuance  such number of shares of its Common Stock
as shall be  required  for  issuance  or  delivery  as  Incentive  Shares to the
Executive upon achievement of the Milestones set forth herein.

         E. Anti-Dilution Provisions.

                  (1) Adjustment of Number of Incentive Shares.  Notwithstanding
         anything  in this  Section  5.2E to the  contrary,  in case the Company
         shall at any  time  issue  Common  Stock  by way of  dividend  or other
         distribution  on any stock of the Company or  subdivide  or combine the
         outstanding  shares  of  Common  Stock,  the  exercise  price  shall be
         proportionately  decreased  in the  case of such  issuance  (on the day
         following  the date  fixed for  determining  shareholders  entitled  to


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<PAGE>

         receive such dividend or other  distribution)  or decreased in the case
         of such  subdivision or increased in the case of such  combination  (on
         the date that such subdivision or combination shall become effective).

                  (2) No Adjustment for Small Amounts.  Anything in this Section
         5.2E to the contrary notwithstanding, the Company shall not be required
         to give effect to any adjustment in the exercise price unless and until
         the  net  effect  of one  or  more  adjustments,  determined  as  above
         provided,  shall  have  required a change of the  exercise  price by at
         least one cent,  but when the  cumulative  net  effect of more than one
         adjustment so determined  shall be to change the actual  exercise price
         by at least one cent, such change in the exercise price shall thereupon
         be given effect.

                  (3) Number of Incentive Shares  Adjusted.  Upon any adjustment
         of the exercise  price other than pursuant to Section  5.2E(1)  hereof,
         the Executive  shall  thereafter  (until  another such  adjustment)  be
         entitled to purchase,  at the new exercise price, the number of shares,
         calculated  to the nearest  full share,  obtained  by  multiplying  the
         number of shares of Common Stock initially  issuable upon achieving any
         Milestone  by the  exercise  price in  effect  on the date  hereof  and
         dividing the product so obtained by the new exercise price.

         F.  Adjustments  in  the  Event  of  a   Recapitalization   or  Similar
Transaction. In the event of a reclassification,  recapitalization, stock split,
reverse stock split,  stock dividend or combination of shares,  or other similar
event, the number and class of shares issuable to the Executive upon exercise of
the option to acquire either Bonus Shares or Incentive  Shares shall be adjusted
to reflect such event.

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<PAGE>

         G. Acceleration Upon Change of Control. Notwithstanding any language to
the contrary contained herein, if this Agreement is in effect at the time of the
occurrence  of a "Change of Control"  event,  the  options to acquire  Incentive
Shares shall automatically vest 100% and immediately become exercisable upon the
occurrence  of the Change of Control  event.  For  purposes  of this  Agreement,
Change of Control event has the meaning set forth in Section 11.1 hereof.

         6. Reimbursement for Expenses.

         6.1 Company shall reimburse Executive for all reasonable  out-of-pocket
expenses  paid  or  incurred  by him  in the  course  of  his  employment,  upon
presentation  by Executive  of valid  receipts or invoices  therefor,  utilizing
procedures  and forms for that  purpose as  established  by Company from time to
time.

         7. Vacations.

         7.1 Executive  shall be entitled to reasonable  vacations  (which shall
aggregate no less than four (4) weeks vacation with pay) during each consecutive
twelve  (12) month  period  commencing  on the date  hereof.  Executive  may not
accumulate  any vacation  days which remain unused at the end of any year during
the term hereof without the prior consent of Company.

         8. Employee Benefit Programs, etc.

         8.1 The Company will either  provide the  Executive or pay or reimburse
the Executive for the cost of wireless telephone service and related equipment.

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<PAGE>

         8.2 The Company shall  provide the  Executive at the Company's  expense
disability  insurance providing for disability  payments to the Executive,  in a
sum at  least  equal to 70% of his  Base  Salary  then in  effect,  following  a
termination  of Executive's  employment  hereunder as a result of Disability (as
defined  in  Section  9.2  below).  In the event  such  policy is not  obtained,
Executive  shall be entitled to  participate in such  disability  plan(s) as are
available to Company executives generally.

         8.3 Subject to the Executive  meeting the  eligibility  requirements of
each  respective  plan,  Executive  shall  participate in and be covered by each
pension, life insurance,  accident insurance, health insurance,  hospitalization
and any  other  employee  benefit  plan of  Company,  as the case  may be,  made
available  generally  from and after the date  hereof to its  respective  senior
executives,  on the same basis as shall be  available  to such other  executives
without restriction or limitation by reason of this Agreement.

         8.4 Nothing herein contained shall prevent the Company from at any time
increasing  the  compensation  herein  provided to be paid to Executive,  either
permanently or for a limited period, or from paying bonuses and other additional
compensation  to  Executive,  whether  or not  based  upon the  earnings  of the
business of Company,  or from  increasing  or  expanding  any  employee  benefit
program  applicable  to the  Executive,  in the event the  Company,  in its sole
discretion,  shall  deem  it  advisable  so to  do in  order  to  recognize  and
compensate fairly Executive for the value of his services.

         8.5 Nothing contained herein shall prevent the Company from at any time
increasing  the  compensation  provided  herein to be paid to Executive,  either
permanently or for a limited period, or from paying bonuses and other additional


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<PAGE>

compensation  to  Executive,  whether  or not  based  upon the  earnings  of the
business of Company,  or from  increasing  or  expanding  any  employee  benefit
program  applicable  to the  Executive,  in the event the  Company,  in its sole
discretion,  shall  deem  it  advisable  so to  do in  order  to  recognize  and
compensate fairly Executive for the value of his services.

         9. Death or Disability.

         9.1 If Executive shall die during the term hereof, this Agreement shall
immediately   terminate,   except  that  Executive's  legal  representatives  or
designated beneficiaries shall be entitled to receive (i) the Base Salary due to
Executive  hereunder to the last day of the month  following  the month in which
his death occurs,  payable in  accordance  with the  Company's  regular  payroll
practices, (ii) all other benefits payable upon death under any employee benefit
program or other insurance  covering the Executive as of the date of death;  and
(iii) any stock option  issued to acquire the Bonus  Shares or Incentive  Shares
that  was  exercisable  at the  date of  death  may be  exercised  by the  legal
representative of the Executive's  estate at any time or times during the period
beginning  on the date of death and ending one year after the date of death,  or
until the expiration of the stated term of such stock option,  whichever  period
is shorter,  and any stock option not  exercisable at the date of death shall be
forfeited.

         9.2 In the event of the  Disability of the  Executive,  as  hereinafter
defined,  the Executive  shall be entitled to continue to receive payment of his
Base Salary  (prorated  as may be  necessary)  in  accordance  with the terms of
Section 3 hereof through the last day of the third month  following the month in
which  Executive's  employment  hereunder  is  terminated  as a  result  of such
Disability.  At any time after the date of the Notice (as  hereinafter  defined)
and during the continuance of the Executive's Disability, the Company may at any


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<PAGE>

time thereafter terminate Executive's  employment hereunder by written notice to
the Executive.  The term  "Disability"  shall mean physical or mental illness or
injury which prevents the Executive from performing his customary duties for the
Company for a period of sixty (60)  consecutive  days or an aggregate  period of
one hundred  twenty (120) days out of any  consecutive  twelve (12) months.  The
date of  commencement  of  Disability  shall be the date set forth in the notice
(the  "Notice")  given by  Company  to the  Executive  at any time  following  a
determination  of Disability,  which date shall not be earlier than the date the
Notice is given by Company.  A  determination  of Disability by Company shall be
solely  for the  purposes  of this  Section  9.2 and shall in no way  affect the
Executive's status under any other benefit plan applicable to the Executive.

         9.3 Upon the  occurrence  of a Disability,  and unless the  Executive's
employment  shall have been terminated as provided in Section 9.2, the Executive
shall,  during such time as he is continuing to receive Base Salary  payments as
set forth in Section 9.2, perform such services for Company, consistent with his
duties under  Section 1 hereof,  as he is  reasonably  capable of  performing in
light of the  condition  giving rise to a  Disability.  All  payments  due under
Section  9.2 shall be payable  in  accordance  with  Company's  regular  payroll
practices.  Any amount paid to Executive pursuant to this Agreement by reason of
his  Disability,  shall  be  reduced  by the  aggregate  amount  of all  monthly
disability payments which the Executive is entitled to receive under all workers
compensation  plans,  disability  plans and accident,  health or other insurance
plans or  programs  maintained  for the  Executive  by  Company,  by any company
controlling,  controlled by or under common  control with,  Company.

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<PAGE>

         9.4 In the  event  the  Executive's  employment  is  terminated  due to
Disability,  in  addition to receipt of the Base Salary  payments  described  in
Section  9.2,  any stock  option  issued  to  acquire  the  Bonus  Shares or the
Incentive Shares that was exercisable at the date of Disability may be exercised
by the  Executive  or his legal  representative  at any time or times during the
period beginning on the date of Disability and ending one year after the date of
Disability,  or until the  expiration  of the stated term of such stock  option,
whichever period is shorter, and any stock option not exercisable at the date of
Disability shall be forfeited.

         10. Termination for Cause.

         10.1 The  employment  of the Executive may be terminated by the Company
for Cause.  For this purpose,  "Cause"  shall mean:

                  (i) an act  constituting a felony and resulting or intended to
         result,  directly or indirectly,  in his gain or personal enrichment at
         the expense of the Company and its shareholders;

         (ii) dishonest acts against the Company;

         (iii) illegal drug use;

                  (iv) grossly or willfully  neglecting  to carry out his duties
         under this Agreement resulting in material harm to the Company.

The Executive's  employment shall not be terminated for Cause under clauses (ii)
or (iv) unless

                  (a) the  Executive  has  received  at least 5 days notice of a
         meeting of the Board of  Directors  at which  meeting  the Board  shall


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                                       15
<PAGE>

         consider the existence of Cause,  shall  provide the Executive  with an
         opportunity  to  be  heard  before  the  Board,  and,   following  such
         consideration  and  hearing,  the  Board  has  determined,  based  upon
         credible evidence, that grounds for Cause exist; and

                  (b) the  misconduct or breaches on which an assertion of Cause
         is based are not cured within 10 days  thereafter if such misconduct or
         breaches are capable of being cured.

         10.2 In the event of a termination  for Cause,  the Executive shall (a)
be entitled  to any unpaid Base Salary pro rated up to the date of  termination,
and (b) any stock options not exercised  prior to the date of termination  shall
automatically  be forfeited by the  Executive,  and the Executive  shall have no
further rights under this  Agreement.  Furthermore,  the Executive  shall be and
remain  subject to all  provisions of Section 13 below for the period  indicated
therein.

         11. Termination Upon Change of Control or by Company Without Cause.

         11.1  A  "Change  in  Control"  shall  occur:  (A) if  any  Person,  or
combination of Persons (as hereinafter  defined), or any affiliate of any of the
above,  is  or  becomes  the  "beneficial  owner"  (as  defined  in  Rule  l3d-3
promulgated  under the Securities  Exchange Act of 1934) directly or indirectly,
of securities of the Company  representing  twenty-five percent (25%) or more of
the total number of  outstanding  shares of common stock of the Company;  (B) if
individuals  who,  at the date of this  Agreement,  constitute  the  Board  (the
"Incumbent  Directors") cease, for any reason, to constitute at least a majority
thereof, provided that any new director whose election was approved by a vote of
at least  75% of the  Incumbent  Directors  shall  be  treated  as an  Incumbent
Director;  or (C)  the  Company  sells  substantially  all of  its  assets  to a
purchaser other than a subsidiary.  For purposes hereof, "person" shall mean any
individual,  partnership,  joint venture,  association,  trust, or other entity,
including  a "group"  as  referred  to in  section  13(d)(3)  of the  Securities
Exchange Act of 1934.

         11.2 If there  occurs a Change in  Control,  and if there  subsequently
occurs a material adverse change,  without the Executive's  written consent,  in
the  Executive's  working  conditions or status,  including but not limited to a
significant change in the nature or scope of the Executive's authority,  powers,
duties or  responsibilities,  or a reduction in the level of support services or
staff, then,  whether or not such change would otherwise  constitute a breach of
this Agreement by the Company,  this Agreement may be terminated by notice given
by the  Executive,  specifying  the Change of Control  and  significant  adverse
change or changes.

         11.3 Upon the  termination of this Agreement in accordance with Section
11.2  above,  the  Executive  will be  entitled,  without  any duty to  mitigate
damages, to:

                  (a)  All  unpaid  Base  Salary  pro-rated  up to the  date  of
         termination; and

                  (b) The  opportunity  to exercise any stock  option  issued to
         acquire the Bonus Shares or Incentive  Shares that was  exercisable  at
         the date of  termination  may be exercised by the Executive at any time
         or  times  during  the  period  beginning  on  the  effective  date  of
         termination and ending one year after the date of termination, or until
         the  expiration  of the  stated  term of such stock  option,  whichever
         period  is  shorter,  and any stock  option  not  exercisable  upon the
         effective  date of  termination  shall be  forfeited;



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<PAGE>

                  (c) A severance payment equal to 2.99 times the Base Salary in
         effect on the date of termination; and

                  (d)  All  benefits  available  under  the  Company's  employee
         benefit  programs,  to  the  extent  applicable  to  senior  executives
         voluntarily and amicably retiring from employment with the Company.

         11.4 In the event that the Company  shall  actually  or  constructively
terminate  this  Agreement  during the Initial  Term or any Renewal Term without
cause (and with or without a Change of Control), the Executive shall be entitled
to the same  payments,  compensation  and  rights as  provided  in the case of a
termination by the Executive under Section 11.3.

         11.5 The payments and any other  compensation and benefits to which the
Executive  is  entitled  under this  Section 11 shall be made  available  to the
Executive  no later  than  thirty  (30) days  after the date of any  termination
referred  to in Section  11.2,  11.3 or 11.4.  11.6 In the event that  Executive
receives  the payments and any other  compensation  and benefits  referred to in
this Section 11, he will be bound by the  restrictive  provisions  of Section 13
for the period  therein  provided.

         12. Termination by Executive.

         12.1  If the  Executive  shall  terminate  his  employment  under  this
Agreement during the Initial Term without either (i) a Change of Control or (ii)
the express written  consent of the Company,  then, for purposes of establishing


                                       17
<PAGE>


the rights of the Executive upon such  termination,  such  termination  shall be
deemed the  equivalent  of a termination  for Cause under Section 10.1,  and the
Executive  shall have only those rights with regard to  compensation  as are set
forth in Section 10.2, and the restrictive  provisions of Section 13 below shall
fully apply.

         12.2  If the  Executive  shall  terminate  his  employment  under  this
Agreement during any Renewal Term without either (i) a Change of Control or (ii)
the express written  consent of the Company,  then, for purposes of establishing
the  rights of the  Executive  upon such  termination,  the  Executive  shall be
entitled to receive:

                  (a)  All  unpaid  Base  Salary  pro-rated  up to the  date  of
         termination; and

                  (b) for a period of thirty  (30)  days  following  the date of
         termination,  to exercise  any  unexercised  options to acquire  Common
         Stock under Section 4 that was exercisable by the Executive on the date
         preceding  the date of  termination,  but all  unexercised  options  to
         acquire Common Stock under Section 5 shall be  automatically  forfeited
         on the effective  date of termination  of this  Agreement.

         12.3  In the  case of a  termination  pursuant  to  Section  12.2,  the
restrictions  set forth in Section 13 shall  apply to  Executive  for the period
therein stated.

         13. Restrictive Covenants; Compensation.

         13.1 During such time as this Agreement  shall be in effect and, except
as otherwise explicitly stated herein, for a period of three (3) years following
the  termination of  Executive's  employment  with Cause,  or one (1) year after


                                       18
<PAGE>

voluntary termination of this Agreement by Executive,  and without the Company's
prior written  consent (which may be withheld for any reason or for no reason in
Company's  sole  discretion),  Executive  shall  not  do  anything  in  any  way
inconsistent  with his duties to, or adverse to the  interests  of, the Company,
nor shall Executive,  directly or indirectly,  himself or by or through a family
member or otherwise,  alone or as a member of a partnership or joint venture, or
as a principal,  officer, director,  consultant,  employee or stockholder of any
other entity,  compete with Company or be engaged in or connected with any other
business  competitive  with that of Company any of its  affiliates,  except that
Executive may own as a passive investment not more than five percent (5%) of the
securities of any publicly held  corporation  that may engage in such a business
competitive with that of Company or any of its Affiliates.

         13.2 In view of the fact that  Executive  will be  brought  into  close
contact with many confidential affairs of Company and its Affiliates not readily
available to the public,  Executive agrees during the Term of this Agreement and
thereafter:

                  (a) to keep secret and retain in the strictest  confidence all
         non-public  information  about  (i)  research  and  development,   test
         results, suppliers, venture or strategic partners, licenses and patents
         or  patent  applications,   planned  or  existing  products,  know-how,
         financial  condition  and  other  financial  affairs  (such  as  costs,
         pricing, profits and plans for future development, methods of operation
         and  marketing  concepts)  of  Company  and its  Affiliates;  (ii)  the
         employment  policies and plans of the Company and its  Affiliates;  and
         (iii) any other proprietary information relating to the Company and its


                                       19
<PAGE>

         Affiliates,  their  operations,  businesses,  financial  condition  and
         financial affairs (collectively,  the "Confidential  Information") and,
         for  such  time  as  Company  or any of its  Affiliates  is  operating,
         Executive shall not disclose the Confidential Information to anyone not
         then an  officer,  director  or  authorized  employee of Company or its
         Affiliates,  either during or after the term of this Agreement,  except
         in the course of  performing  his duties  hereunder  or with  Company's
         express written consent or except to the extent that such  confidential
         information  can be shown to have been in the public domain  through no
         fault of Executive; and

                  (b) to deliver to Company within ten days after termination of
         his  services,  or at any time Company may so request,  all  memoranda,
         notes, records,  reports and other documents relating to Company or its
         Affiliates,   businesses,  financial  affairs  or  operations  and  all
         property associated therewith,  which he may then possess or have under
         his control.

         13.3  Executive  shall not at any time  during  the  three-year  period
following the termination of his employment for any reason whatsoever, including
termination resulting from the natural expiration of the term of this Agreement,
(i) employ any  individual  who was employed by Company or any of its Affiliates
at any time during the such period or during the 12 calendar months  immediately
preceding such termination,  or (ii) in any way cause,  influence or participate
in the employment of any such  individual by anyone else in any business that is
competitive  with any of the  businesses  engaged  in by  Company  or any of its
Affiliates.

                                       20
<PAGE>

         13.4  Executive  shall not at any time  during  the  three-year  period
following the termination of his employment for any reason whatsoever, including
termination resulting from the natural expiration of the term of this Agreement,
directly or indirectly,  either (i) persuade or attempt to persuade any customer
or client of the Company or of any of its  Affiliates  to cease  doing  business
with Company or with any Affiliate,  or to reduce the amount of business it does
with Company or with any of its  Affiliates,  or (ii) solicit for himself or any
person  other  than  Company  or any  of its  Affiliates,  the  business  of any
individual  or business  which was a customer or client of Company or any of its
Affiliates at any time during the eighteen  month period  immediately  preceding
such termination.

         13.5 Executive  acknowledges  that the execution and delivery by him of
the promises set forth in this Section 13 is an essential  inducement to Company
to enter into this Agreement,  and that Company would not have entered into this
Agreement  but for  such  promises.  Executive  further  acknowledges  that  his
services are unique and that any breach or threatened breach by Executive of any
of the  foregoing  provisions  of this  Section 13 cannot be remedied  solely by
damages.  In the event of a breach or a threatened breach by Executive of any of
the  provisions  of this  Section 13,  Company  shall be entitled to  injunctive
relief restraining Executive and any business,  firm,  partnership,  individual,
corporation or other entity  participating  in such breach or attempted  breach.
Nothing herein, however, shall be construed as prohibiting Company from pursuing
any other  remedies  available at law or in equity for such breach or threatened
breach,  including the recovery of damages and the immediate  termination of the
employment of Executive hereunder.

                                       21
<PAGE>

         13.6 If any of the  provisions  of,  or  promises  contained  in,  this
Section  13 are  hereafter  construed  to be  invalid  or  unenforceable  in any
jurisdiction,  the same shall not affect the remainder of the  provisions or the
enforceability  thereof  in any other  jurisdiction,  which  shall be given full
effect,  without regard to the invalid portions or the  unenforceability in such
other jurisdiction.  If any provisions  contained in this Section 13 are held to
be unenforceable  in any jurisdiction  because of the duration or scope thereof,
the parties hereto agree that the court making such determination shall have the
power to reduce the  duration  and/or scope (if such  provision,  in its reduced
form, shall be enforceable);  provided,  however, that the determination of such
court shall not affect the enforceability,  duration or scope of this Section 13
in any other jurisdiction.

         14. Relationship of Parties.

         Nothing  herein  contained  shall be deemed to constitute a partnership
between or a joint venture by the parties,  nor shall anything herein  contained
be deemed to constitute either the Executive,  the Company or any Affiliates the
agent of the other except as is expressly provided herein. Neither Executive nor
Company  shall  be or  become  liable  or bound  by any  representation,  act or
omission  whatsoever of the other party made contrary to the  provisions of this
Agreement.

         15. Notices.

         All  notices  and  communications  hereunder  shall be in  writing  and
delivered  by  hand or  sent  by  registered  or  certified  mail,  postage  and
registration or  certification  fees prepaid,  return receipt  requested,  or by
overnight delivery such as Federal Express,  and shall be deemed given when hand


                                       22
<PAGE>

delivered  or upon three (3) business  days after the date when mailed,  or upon
one (1) business day after delivery to an agent for overnight delivery,  if sent
in such manner, as follows:

                  If to Company:   Celsion Corporation
                                   10220-1 Old Columbia Road,
                                   Columbia, Maryland 21046-1705
                                   Attention: Board of Directors

                  With a copy to:  Venable, Baetjer and Howard, LLP
                                   Mercantile Bank and Trust Building
                                   2 Hopkins Plaza, Suite 1800
                                   Attn: Greg Cross


                  If to Executive: John Mon
                                   c/o Celsion Corporation
                                   10220-1 Old Columbia Road,
                                   Columbia, Maryland 21046-1705

The  foregoing  addresses may be changed by notice given in the manner set forth
in this Section 15.

         16.  Disputes.  The parties  shall attempt in good faith to resolve all
claims,  disputes and other disagreements  arising hereunder by negotiation.  In
the event that a dispute  between the parties  cannot be resolved  within thirty
(30) days of written  notice  from one party to the other  party,  such  dispute
shall,  at the request of either party,  after  providing  written notice to the
other party,  be submitted to  arbitration  in Columbia,  Maryland in accordance
with the  arbitration  rules of the  American  Arbitration  Association  then in
effect.  The notice of  arbitration  shall  specifically  describe  the  claims,
disputes or other matters in issue to be submitted to  arbitration.  The parties
shall jointly  select a single  arbitrator  who shall have the authority to hold
hearings and to render a decision in accordance  with the  arbitration  rules of


                                       23
<PAGE>

the American Arbitration Association.  If the parties are unable to agree within
ten (10)  days,  the  arbitrator  shall be  selected  by the Chief  Judge of the
Circuit Court for Howard County. The discovery rights and procedures provided by
the Federal Rules of Civil  Procedure  shall be available and enforceable in the
arbitration  proceeding.  The written  decision of the  arbitrator  so appointed
shall be  conclusive  and binding on the parties and  enforceable  by a court of
competent  jurisdiction.  The expenses of the arbitration shall be borne equally
by the  parties to the  arbitration,  and each party  shall pay for and bear the
cost of its own experts, evidence and legal counsel, unless the arbitrator rules
otherwise in the  arbitration.  Both parties  agree to use their best efforts to
cause a final  decision to be rendered  with respect to the matter  submitted to
arbitration within sixty (60) days after its submission.

         17. Miscellaneous.

         17.1 This Agreement  contains the entire  understanding  of the parties
hereto with respect to the  employment  of Executive by Company  during the term
hereof,  and  the  provisions  hereof  may  not  be  altered,  amended,  waived,
terminated  or  discharged in any way  whatsoever  except by subsequent  written
agreement executed by the party charged therewith. This Agreement supersedes all
prior employment  agreements,  understandings and arrangements between Executive
and Company pertaining to the terms of the employment of Executive.  A waiver by
either of the parties of any of the terms or conditions of this Agreement, or of
any breach hereof,  shall not be deemed a waiver of such terms or conditions for
the future or of any other term or condition hereof, or of any subsequent breach
hereof.

                                       24
<PAGE>

         17.2  The  provisions  of  this  Agreement  are  severable,  and if any
provision of this Agreement is invalid, void, inoperative or unenforceable,  the
balance  of the  Agreement  shall  remain in  effect,  and if any  provision  is
inapplicable to any circumstance, it shall nevertheless remain applicable to all
other circumstances.

         17.3  Company  shall  have  the  right  to  deduct  and  withhold  from
Executive's  compensation  the  amounts  required to be  deducted  and  withheld
pursuant  to any  present or future law  concerning  the  withholding  of income
taxes.  In the event that  Company  makes any payments or incurs any charges for
Executive's  account or  Executive  incurs any personal  charges  with  Company,
Company shall have the right and Executive hereby  authorizes  Company to recoup
such  payments or charges by deducting  and  withholding  the  aggregate  amount
thereof from any compensation otherwise payable to Executive hereunder.

         17.4 This Agreement shall be construed and  interpreted  under the laws
of the State of Maryland  applicable  to contracts  executed and to be performed
entirely therein.

         17.5 The captions and section  headings in this  Agreement are not part
of the provisions hereof, are merely for the purpose of reference and shall have
no force or effect for any purpose whatsoever, including the construction of the
provisions of this Agreement.

         17.6 To the extent any provision of this Agreement  contemplates action
after  termination  hereof or creates a cause of action or claim on which action
may be brought by either party,  such provision,  cause of action or claim shall
survive termination of Executive's employment or termination of this Agreement.

                                       25
<PAGE>

         17.7  Executive may not assign his rights nor delegate his duties under
this  Agreement;  provided,  however,  that  notwithstanding  the foregoing this
Agreement  shall  inure to the  benefit of  Executive's  legal  representatives,
executors,  administrators  or  successors  and to the  successors or assigns of
Company.

         17.8 Effective on the execution and delivery of this Agreement, each of
the  Company and the  Executive  agrees  that all prior  agreements  between the
parties,  including without limitation, the Executive Employment Agreement dated
as of June 8, 2000, as in effect prior to the date hereof,  shall cease to be of
any further legal force or effect.

         IN WITNESS  WHEREOF,  the parties hereto have executed this Amended and
Restated  Executive  Employment  Agreement  effective as of the date first above
written.

                                    CELSION CORPORATION


                                    By:/s/ Spencer J. Volk
                                       --------------------------------
                                           Spencer J. Volk, President


                                       /s/ John Mon
                                       ------------------------------
                                           John Mon












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