FIRST AMENDMENT

         The  First  Amendment,  effective  as of the date set  forth  above the
signatures of the parties below,  amends the Exclusive Patent License  Agreement
dated October 24, 1997 ("10/24/97 LICENSE  AGREEMENT") between the Massachusetts
Institute of  Technology  ("M.I.T."),  a  Massachusetts  corporation  having its
principal office at 77 Massachusetts Avenue,  Cambridge,  Massachusetts,  02139,
USA and Cheung Laboratories, Inc.
         WHEREAS,  in  1997  Cheung  Laboratories,   Inc.  was  renamed  Celsion
Corporation,  a Maryland  corporation having its principal office at 10220-I Old
Columbia Road, Columbia, MD 21046-1705; and
         WHEREAS,  Celsion  Corporation and M.I.T. wish to modify the provisions
of the 10/24/97 LICENSE AGREEMENT.

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
contained  herein,  the  parties  hereby  agree to modify the  10/24/97  LICENSE
AGREEMENT as follows:

         1. Delete and replace Section 1.5 with the following:

On the EFFECTIVE DATE, "EXCLUSIVE FIELDS OF USE" shall mean FIELD OF USE ONE and
FIELD OF USE TWO. This  definition  may be modified  according to paragraphs 3.6
and  3.7.

         2.  Delete  Sections  1.7 and 1.8 and  replace  Section  1.7  with  the
following:

"FIELD OF USE TWO" shall mean all other medical applications.


         3. Delete and replace Section 1.13 with the following:

"LICENSEE" shall mean Celsion Corporation and shall include a related company of
Celsion  Corporation,  the voting  stock of which is directly or  indirectly  at
least fifty  percent (50%) owned or  controlled  by Celsion  Corporation.

         4. In Section  1.15,  delete  "4.1 (h),  (i) or (j)" and  replace  with
"4.1(d), 4.1(e)(i) and 4.1(e)(iii)."
<PAGE>

         5. In Sections 2.1 and 2.2,  delete the words "FIELD OF USE ONE,  FIELD
OF USE TWO, AND FIELD OF USE THREE" and replace with "FIELD OF USE ONE and FIELD
OF USE TWO."

         6. In Section  2.3(b),  delete  "twelve  (12) years" and  replace  with
"eighteen (18) years."

         7. Delete and replace Section 3.3 with the following

3.3      (a) In addition,  pertaining to FIELD OF USE ONE, LICENSEE shall adhere
         to the following milestones:

         i.       as soon as  possible,  but in all events on or before  July 1,
                  2004,  LICENSEE  shall  make  application  to the  FDA for PMA
                  approval to commercial  sale of a LICENSED  PRODUCT and/or the
                  commercial  use  of  a  LICENSED  PROCESS  and/or   commercial
                  performance of a LICENSED SERVICE in FIELD OF USE ONE; and

         ii.      as soon as  possible,  but in all events on or before  June 1,
                  2005,  LICENSEE  shall  make  a  first  commercial  sale  of a
                  LICENSED  PRODUCT and/or a first  commercial use of a LICENSED
                  PROCESS  and/or a first  commercial  performance of a LICENSED
                  SERVICE in FIELD OF USE ONE.


         (b)  Pertaining  to FIELD  OF USE TWO,  LICENSEE  shall  adhere  to the
         following milestones:

         (i)      as soon as  possible,  but in all events on or before  June 1,
                  2004,  LICENSEE  shall apply for FDA  approval of an IDE for a
                  LICENSED PRODUCT in FIELD OF USE TWO;

         (ii)     as soon as  possible,  but in all events on or before  June 1,
                  2007,  LICENSEE  shall  make  application  to the  FDA for PMA
                  approval to commercial  sale of a LICENSED  PRODUCT and/or the
                  commercial  use  of  a  LICENSED  PROCESS  and/or   commercial
                  1performance of a LICENSED SERVICE in FIELD OF USE TWO; and


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<PAGE>

         (iii)    as soon as  possible,  but in all events on or before  June 1,
                  2008,  LICENSEE  shall  make,  a  first  commercial  sale of a
                  LICENSED  PRODUCT and/or a first  commercial use of a LICENSED
                  PROCESS  and/or a first  commercial  performance of a LICENSED
                  SERVICE in FIELD OF USE TWO.

         8. Delete and replace Section 3.4 with the following:

LICENSEE and its  SUBLICENSEES  shall make NET SALES  according to the following
schedule:


         2005      $ (Confidential Treatment Requested)(1)
         2006      $ (Confidential Treatment Requested)
         2007      $ (Confidential Treatment Requested)
         2008      and each year thereafter $ (Confidential Treatment Requested)

         9. Delete Section 3.8

         10. Delete and replace Section 4.1 with the following:

4.1 Consideration for Grant of Rights
    ---------------------------------
         (a) License  Maintenance  Fees.  LICENSEE  shall pay to M.I.T.  license
maintenance  fees in the manner  hereinafter  provided to the end of the term of
the PATENT RIGHTS or until this agreement may be terminated:

                           January 1, 1998                    $10,000

----------------------------------
(1)  Confidential  portions  have been  omitted  and filed  separately  with the
Commission.

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<PAGE>

                           January 1, 1999                    $10,000
                           January 1, 2000                    $25,000
                           January 1, 2001                    $25,000
                           January 1, 2002                    $25,000
                           January 1, 2003                    $25,000
                           January 1, 2004                    $25,000
                           January 1, 2005                    $25,000
                           January 1, 2006                    $50,000
                           And each January 1 of
                                Every year thereafter         $50,000

         This annual license  maintenance  fee is  nonrefundable;  however,  the
license maintenance fee may be credited to running royalties subsequently due on
NET SALES earned during the same calendar year, if any. License maintenance fees
paid in excess of  running  royalties  due in such  calendar  year  shall not be
creditable to amounts due for future years.

         (c) Running  Royalties:  LICENSEE shall pay to M.I.T. a running royalty
on NET SALES in the amount of:

                  (i) (Confidential  Treatment Requested) percent ((Confidential
         Treatment Requested) (2), if the LICENSED PRODUCTS,  LICENSED PROCESSES
         or LICENSED  SERVICES are either made or leased or sold in a country in
         which there is a valid, issued claim under the PATENT RIGHTS; AND

                  (ii) (Confidential Treatment Requested) percent ((Confidential
         Treatment Requested)%), if the LICENSED PRODUCTS, LICENSED PROCESSED or
         LICENSED  SERVICES are neither made nor leased nor sold in a country in
         which there is a valid, issued claim under the PATENT RIGHTS, but which
         utilize the COPYRIGHT and/or practice or run the PROGRAM,  as described
         in APPENDIX C.
----------------------------------
(2)  Confidential  portions  have been  omitted  and filed  separately  with the
Commission.


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<PAGE>

         (d) Sharing of Sublicense Income.  LICENSEE shall pay M.I.T. a total of
(Confidential  Treatment Requested) percent ((Confidential  Treatment Requested)
(3) of payments that LICENSEE receives from SUBLICENSEES in consideration of the
sublicense of the rights granted  LICENSEE  under Section 2,  excluding  running
royalties on NET SALES of SUBLICENSEES.


         (e)  Sharing of Other  Income.  LICENSEE  shall pay  M.I.T.  a total of
(Confidential  Treatment Requested) percent ((Confidential  Treatment Requested)
%) of: (i) OTHER  REVENUE  (ii)  MILESTONE  PAYMENTS;  and (iii)  Payments  that
LICENSEE  receives from MEDICAL SERVICE  PROVIDERS in consideration  for a fully
paid up license and/or  authorization to practice LICENSED PROCESSES and perform
LICENSED SERVICES,  excluding running royalties on NET SALES of MEDICAL SERVICES
PROVIDERS.

         11. In Section 5.2.,  delete paragraphs (e), (f), (g), (h), (i) and (j)
and replace with the following:

e. Royalties due under paragraphs 4.1(c), (d) and (e); and

f. Names and addresses of all SUBLICENSEES and of all authorized MEDICAL SERVICE
PROVIDERS.

         12. In Section 6.3 (a), delete the phrase "paragraphs  4.1(a), (b), and
         (c)," and  replace  with  "paragraph  4.1(a)."  13. In Section 6.3 (b),
         delete the phrase "paragraphs 4.1(d), (e), and (f)," and replace with
         "paragraph 4.1(c)."


----------------------------------
(3)  Confidential  portions  have been  omitted  and filed  separately  with the
Commission.


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<PAGE>



         14. Delete and replace Section 11 with the following:

This  Agreement  is  personal to LICENSEE  and no rights or  obligations  may be
assigned by LICENSEE  without the prior written  consent of M.I.T.,  except that
LICENSEE  may  assign  its rights and  obligations  under  this  Agreement  to a
successor  in  connection  with  the  merger,  consolidation,  or sale of all or
substantially  all of its assets or that  portion of its  business to which this
Agreement  relates;  provided  however,  that this Agreement  shall  immediately
terminate if the proposed  assignee fails to agree in writing to be bound by the
terms and  conditions of this  Agreement on or before the effective  date of the
assignment.

         15. Delete and replace APPENDIX A with the following:

                                   APPENDIX A
                                   ----------
                         PATENT RIGHTS ON APRIL 1, 2002
                         ------------------------------

UNITED STATES PATENT RIGHTS
---------------------------

M.I.T. Case no. 5493L
         U.S. Patent No. 5,251,645,  Issued October 12, 1993, Entitled "Adaptive
Nulling Hyperthermia Array."

M.I.T. Case no. 5672L
         U.S. Patent No. 5,441,532,  Issued August 15, 1995,  Entitled "Adaptive
Focusing   and  Nulling   Hyperthermia   Annular  And   Monopole   Phased  Array
Applicators."

                                       6
<PAGE>

M.I.T. Case no. 6512L
         U.S. Patent No. 5,540,737,  Issued July 30, 1996,  Entitled  "Minimally
Invasive  Monopole  Phased Array  Hyperthermia  Applicators  For Treating Breast
Carcinomas."

M.I.T. Case no. 7615L
         U.S.  Patent  No.  5810888,   Issued   September  22,  1998,   Entitled
"Thermodynamic  Adaptive  Phased  Array  System For  Activating  Thermosensitive
Liposomes In Targeted Drug Delivery."


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<PAGE>



FOREIGN PATENT RIGHTS
---------------------

M.I.T. Case No. 6512L
         WO Patent Application  Serial No. US94/13564,  Filed November 22, 1994,
Entitled,  "Minimally Invasive Monopole Phased Array Hyperthermia Aplicators For
Treating Breast Carcinomas". Dormant
         CA Patent No. 2177280,  Issued November 21, 2000, Entitled,  "Minimally
Invasive  Monopole  Phased Array  Hyperthermia  Applicators  For Treating Breast
Carcinomas."
         EP Patent No. 0731721, Issued September 10, 1997, Entitled,  "Minimally
Invasive  Monopole  Phased Array  Hyperthermia  Applicators  For Treating Breast
Carcinomas."
         GB Patent No. 0731721, Issued September 10, 1997, Entitled,  "Minimally
Invasive  Monopole  Phased Array  Hyperthermia  Applicators  For Treating Breast
Carcinomas."
         DE Patent No. 0731721, Issued September 10, 1997, Entitled,  "Minimally
Invasive  Monopole  Phased Array  Hyperthermia  Applicators  For Treating Breast
Carcinomas."
         HK Patent  Application  Serial No.  98101911,  Filed November 22, 1994,
Entitled, "Minimally Invasive Monopole Phased Array Hyperthermia Applicators For
Treating Breast Carcinomas."


M.I.T. Case No. 7615L
         CA Patent Application Serial No. 2294196, Filed June 25, 1998, Entitled
"Thermodynamic  Adaptive  Phased  Array  System For  Activating  Thermosensitive
Liposomes In Targeted Drug Delivery."
         EP Patent  Application  Serial No.  98930502.4,  Filed  June 25,  1998,
Entitled   "Thermodynamic   Adaptive   Phased   Array   System  For   Activating
Thermosensitive Liposomes In Targeted Drug Delivery."

                                       8
<PAGE>

         CN Patent  Application  Serial No.  98808511.9,  Filed  June 25,  1998,
Entitled   "Thermodynamic   Adaptive   Phased   Array   System  For   Activating
Thermosensitive Liposomes In Targeted Drug Delivery."
         JP Patent  Application  Serial  No.  11-505720,  Filed  June 25,  1998,
Entitled   "Thermodynamic   Adaptive   Phased   Array   System  For   Activating
Thermosensitive Liposomes In Targeted Drug Delivery."

         14. APPENDIX B shall be deleted and replaced with the following:

                                   APPENDIX B
                                   ----------

Foreign  countries  in which  PATENT  RIGHTS  shall  be  filed,  prosecuted  and
maintained in accordance with Article 6:

For M.I.T. Case No. 6512L: Canada, United Kingdom, Germany and Hong Kong. M.I.T.
Case No. 7615L: Canada, China, Japan, Europe

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed under seal by their duly authorized representatives.

The Effective Date of this First Amendment is May 23, 2002.

MASSACHUSETTS INSTITUTE OF                     CELSION CORPORATION
        TECHNOLOGY

By: /s/ Lital Nelson                           By: /s/ Anthony P. Deasey
    -------------------------------                ---------------------------
Name:   Lital Nelson                           Name: Anthony P. Deasey
Title:  Director,                              Title: Executive Vice President
        Technology Licensing Office                   Finance & Administration



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