THIRD AMENDMENT TO THE LICENSE AGREEMENT

         This Third Amendment to the License  Agreement (The "Third  Amendment")
is made  and  entered  into as of  September  17,  2002  (the  "Third  Amendment
Effective Date"), by and between Celsion  Corporation  (formerly known as Cheung
Laboratories,  Inc.),  a  Maryland  corporation,  having  a  principal  place of
business at 10220-I Old Columbia Road, Columbia,  MD 21046 ("Celsion") and MMTC,
Inc. a Delaware  corporation,  having a principal place of business at 12 Roszel
Road, Suite A-203, Princeton, New Jersey 08450 ("MMTC").

         WHEREAS,  Celsion and MMTC have  previously  entered  into that certain
License  Agreement  dated  August 23,  1996 as  extended  on April 11, 1997 (the
"Original  Agreement")  pursuant to which Celsion licenses contain  intellectual
property from MMTC.

         WHEREAS,  the parties amended the Original Agreement by amendment dated
November  25,  1997  ("First  Amendment")  and  dated  March 13,  1999  ("Second
Amendment," the First Amendment,  Second Amendment, Third Amendment and Original
Agreement, collectively, the "Agreement") and

         WHEREAS,  the parties  desire to amend the  provisions of the Agreement
upon the terms and conditions set forth herein.

         NOW,  THEREFORE,  in  consideration of foregoing and for other good and
valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby
acknowledged, the parties hereby agree as follows:

1.  Definitions.  All  capitalized  terms used herein shall have the meanings as
assigned to such terms in the Agreement unless otherwise defined herein.

2. Additional  Patent. The "Licensed Patents" listed on Appendix 1 shall include
U.S.  Patent No.  5,99219  dated  November 30, 1999 and filed on August 20, 1998
(Fred Sterzer and Daniel Mawhinney - Method  Employing a Tissue-Heating  Balloon
Catheter to Produce a "Biological  Stent" in an Orifice or Vessel of a Patient's
Body)  and  any  patents   issuing  in  any  and  all  countries  of  the  world
corresponding  to U.s.  Patent  No.  5,992,419,  as  well as any  continuations,
divisions,  re-examinations  and reissues thereof.  Disclosed in U.s. Patent No.
5,992,419 are three  embodiments of a method for  determining the formation of a
"Biological Stent" for permanently  maintaining the widened bore portions of the
urethra of a male patient undergoing treatment for a disease of the prostate.


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3. Entire Agreement. This Third Agreement, together with the Original Agreement,
First Amendment and Second  Amendment,  constitute the entire  understanding and
agreement of the parties with respect to the  transactions  contemplated  herein
and  supersedes all prior and  contemporaneous  understandings  and  agreements,
whether written or oral, with respect to such transactions.

4.  Governing  Law.  This  Agreement  is made in  accordance  with and  shall be
governed and construed  under the laws of the State of New York,  without regard
to its conflict of laws provisions.


         IN WITNESS  WHEREOF,  the parties have executed this Third Amendment as
of the Third Amendment Effective Date.

CELSION CORPORATION                           MMTC, INC.

By:   /s/ Daniel Reale                        By:  /s/ Fred Sterzer
      ----------------------------                 --------------------
Name:     Daniel Reale                        Name:    Fred Sterzer

Its:      Executive Vice President            Its:     President





















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