AMENDED AND RESTATED
                         EXECUTIVE EMPLOYMENT AGREEMENT
                         ------------------------------


         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, effective as of the 1st
day of January,  2000, by and between Augustine Y. Cheung (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 its
Chairman and Chief Science  Officer,  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 its  Chairman  and Chief  Science  Officer.  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
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 Chairman and Chief Science  Officer of
the Company and as a member of its Board of Directors when elected as such, will
have general  supervision  over the research and  development  operations of 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 Chairman and Chief Science  Officer,  as may  reasonably be
assigned to him by the Board of Directors. 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 Board of Directors 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 and the Chicago,  Illinois  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 January 1, 2000 and
will  terminate  at the close of business on December 31,  2002,  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 six 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  Company's
fiscal year 2000 at the annual rate of $240,000.  The Base Salary for subsequent
fiscal 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.

         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.

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<PAGE>

         3.3 The Company  reserves  the right to pay the  Executive on a current
basis at an annual  salary  rate of no more than  $240,000.  Any unpaid sum will
accrue as an unpaid obligation owed to the Executive, and that obligation of the
Company will be evidenced  not more often than once each  calendar  quarter by a
junior convertible note issued by the Company bearing interest at 8.75%, payable
interest only at the end of each calendar quarter until September 30, 2001. From
and after October 1, 2001, the Company will pay the outstanding principal amount
owed to the Executive in four  quarterly  installments  of principal and related
interest;  provided,  however, that if, at any time, the Company achieves annual
revenues  of  $2,500,000  or more,  then the unpaid  salary  obligations  to the
Executive  (and  related  interest)  shall be paid in full,  and from and  after
achieving that annual  revenue,  the Company's right to pay the Executive at any
rate other than the then applicable  salary rate shall expire.  At the option of
the Executive,  however,  he may convert the  outstanding  principal  amount and
related  interest  owing to him (whether or not evidenced by a note) into Common
Stock at a price equal to eighty (80%)  percent of the average  closing price of
the Common  Stock  during any ten  consecutive  trading  days  (selected  by the
Executive)  within the forty  trading days prior to the date of  conversion.

         4. Option to Acquire Bonus Shares.

         4.1 The  Company  hereby  agrees  to  grant to  Executive  as a bonus a
non-qualified  stock option to acquire three hundred  thousand  (300,000)  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 exercise price for each
Bonus Share shall be the average of the closing  price of the  Company's  Common
Stock during the fiscal  quarter ended December 31, 1999. The options to acquire
the 300,000  shares of Common Stock shall vest in accordance  with the following


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<PAGE>

vesting  schedule:  one hundred  thousand  (100,000)  of the Bonus Shares may be
acquired by  Executive  on or after  March 15,  2000,  and one hundred  thousand
(100,000)  of the Bonus  Shares may be acquired by Executive on or after each of
October 1, 2001,  and  October 1, 2002.  If  Executive  is not  employed  by the
Company on any of the three  vesting  dates,  he shall no longer be  entitled to
exercise his option to acquire the Bonus  Shares  vesting on or after such date.
Subject  to the  limitations  set forth in this  Agreement,  the  Executive  may
exercise the stock options  constituting the Bonus Shares,  at any time prior to
5:00 PM (New York time) on  November  27,  2010 (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 (or at such other
location  as the  Company may advise the  Executive  in writing)  which time all
unexercised options shall expire and be of no further force or effect.

         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.

         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 seven hundred  thousand  (700,000)  fully


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<PAGE>

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: 150,000 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: 150,000 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: 150,000 shares).

         Only 300,000  shares in the  aggregate  may be issued to the  Executive
with respect to Class X Milestones.



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<PAGE>

         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: 150,000 shares).

              > Obtaining pre-marketing approval from the United States Food and
Drug  Administration  for  commercialization  of  the  Company's  breast  cancer
treatment system. (Tranche: 150,000 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.

         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, $0.80 per share;

              Upon achieving the second Milestone, $1.00 per share;

              Upon achieving the third Milestone, $1.20 per share;

              Upon achieving the fourth Milestone, $1.40 per share;

              and Upon achieving the fifth Milestone, $1.60 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,


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<PAGE>

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
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.

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<PAGE>

         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
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.

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<PAGE>

         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
events,  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.

         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 Bonus Shares
and  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.

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<PAGE>

         8. Employee Benefit Programs, etc.

         8.1 The Company shall provide the Executive  with an automobile  (or at
Employee's  option,  a cash allowance in the amount of $450.00 per month in lieu
thereof) for use in the  performance  of  Executive's  duties,  along with fuel,
fluids  and  maintenance,  upon such terms and  conditions  as are  approved  by
Company.  The Company will also either provide or pay or reimburse the Executive
for the costs of a cellular telephone.

         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 The Company shall obtain at its expense, and shall be the owner of,
a  policy  on the  life  of  the  Executive  in  the  amount  of  Three  Million
($3,000,000) Dollars, naming the Company as the beneficiary.

         8.4 In addition to the life insurance to be provided in accordance with
paragraph 8.3, subject to the Executive's  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.

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<PAGE>

         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
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

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<PAGE>

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
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 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 15 days notice of a meeting of
         the Board of  Directors at which  meeting the Board shall  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

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<PAGE>



         (b) the  misconduct or breaches on which an assertion of Cause is based
         are not cured within 30 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


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<PAGE>

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;

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

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<PAGE>

         (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
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.

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<PAGE>

         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
voluntary  termination  of this  Agreement  by the  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


                                       18
<PAGE>



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
         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

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<PAGE>

         (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.

         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


                                       20
<PAGE>

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.

         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


                                       21
<PAGE>

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
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: Augustine Y. Cheung
                                            c/o

                                            ____________________
                                            _________, Maryland


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


                                       22
<PAGE>

(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
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


                                       23
<PAGE>

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.

         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.

                                       24
<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 January 14, 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/Augustine y. Cheung
                                  ------------------------------
                                     Augustine Y. Cheung













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