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

         THIS AMENDED AND  RESTATED  EMPLOYMENT  AGREEMENT,  effective as of the
19th day of May,  2000,  by and  between  Dennis  Smith  (the  "Executive"),  an
individual  residing at 12981 Folly Quarter Road, Ellicott City, Maryland 21042,
and Celsion Corporation (the "Company"),  a Maryland corporation with offices at
10220-1 Old Columbia Road, Columbia, Maryland 21046-1705.

                              W I T N E S S E T H:
                              - - - - - - - - - -
         WHEREAS,  the Executive  desire to be employed by the Company,  and the
Company  desires that the Executive  shall be employed by it and render services
to it, and the  Executive is willing 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 the Vice  President of Engineering of its Medical
Systems Division.  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.

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         1.2 The Executive will have general  supervision  over the research and
development of the Medical Systems  Division 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  may
reasonably  be  assigned  to him by the Board of  Directors.  In  addition,  the
Executive  will serve as a senior  officer of each of the Company's  Affiliates.
The  Executive  will report to the  Chairman  and Chief  Science  Officer 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 place 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 6, 2000 and
will  terminate  at the  close  of  business  on May  31,  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 Common Stock.

         4.1 The Company  hereby grants to Executive as a bonus a  non-qualified
stock  option  to  acquire  one  hundred  thousand   (100,000)  fully  paid  and
non-assessable  shares of common stock (the "Bonus"),  par value $0.01 per share
(the "Common Stock") of the Company. The purchase price for each share of Common
Stock  acquired on exercise of the Bonus shall be $2.82.  The options to acquire
the 100,000  shares of Common Stock shall vest in accordance  with the following
vesting  schedule:  Executive  may  exercise  his option to acquire  thirty four
thousand (34,000) shares on or after January 15, 2001, and thirty three thousand
(33,000)  shares on or after each of October 1, 2001,  and  October 1, 2002.  If
Executive is not employed by the Company at any of the three vesting  dates,  he
shall no longer be  entitled  to  exercise  his option to acquire  Common  Stock
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 Volk (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 legal 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 on exercise of the option granted as a Bonus.  No fractional  shares or


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scrip  representing  fractional  shares  shall  be  issued  when the  option  is
exercised.  Common  Stock  issued  on  exercise  of the Bonus 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 Option Compensation.

         5.1 As a form of  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 one hundred fifty thousand
(150,000) 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 following Class X Milestones:

                           >Completion    of    engineering    to   permit   the
                           commercialization  of the equipment for Company's BPH
                           treatment system. (Tranche: 50,000 shares)

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<PAGE>
                           >Completion    of    engineering    to   permit   the
                           commercialization  of  the  equipment  for  Company's
                           breast  cancer  treatment  system.  (Tranche:  50,000
                           shares).

                           >Completion  of  development  of  prototype   medical
                           device for  treating  deep seated  cancer.  (Tranche:
                           50,000 shares).

         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, $2.80 per share;

                           Upon achieving the second Milestone, $3.00 per share;

                           Upon achieving the third Milestone, $3.20 per share.

         C.  Acquisition of Incentive  Shares.  Subject to the  limitations  set
forth in this  Agreement,  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 the Expiration  Date, upon
which  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


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<PAGE>

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. The option to acquire Incentive Shares may be exercised
without  regard to the sequence in which the Milestones  have been  achieved.  A
Notice of Exercise of the option 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 exercise of the option to acquire
Incentive Shares unless,  within seventy two (72) hours of the submission of the
Notice of Exercise,  the Board adopts a resolution  determining that exercise of
the  option  to  acquire  Incentive  Shares is not  agreed  as to the  Milestone
identified  in the Notice of  Exercise.  In the  absence of such a  disaffirming
resolution, Executive may acquire Common Stock thereafter by presentation of the
Notice of Exercise  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 shares of Common Stock specified in such Notice
of  Exercise,  together  with all federal and state taxes  applicable  upon such
exercise.

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<PAGE>

         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 to the Executive upon  achievement
of the Milestones set forth herein.

E. Anti-Dilution Provisions.

                  (1)  Adjustment  of  Number of  Shares  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 either 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


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<PAGE>

         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  Shares of  Common  Stock  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 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. In addition,  the Company  shall  reimburse the Executive for up to twenty
five  thousand  dollars  ($25,000)  in  expenses  (including  relocation  living
expenses)  incurred before the commencement of his employment to the extent that
such  expenses are involved in moving from his present  residence to the area in
or around the headquarters of the Company.

         7. Vacations.

         7.1 Executive  shall be entitled to reasonable  vacations  (which shall
aggregate  no  less  than  three  (3)  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 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,
disability insurance 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.

         8.2 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.

         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


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<PAGE>

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 sixth 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 thirty (30)  consecutive  days or an aggregate period of
ninety  (90)  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


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<PAGE>

set forth in Section 9.2, perform such services for Company, consistent with his
duties under  Section I 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.

         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 excisable 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)  insubordination  or the deliberate  failure or refusal to
                  comply  with the  terms of this  Agreement  or to  follow  the


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                  directions or policies of the Company,  its executive officers
                  or  Board of  Directors,  which  directions  or  policies  are
                  consistent  with normal  business  practices and relate to the
                  performance  by  Executive  of his duties as an  executive  of
                  Company in accordance  with the provisions of this  Agreement,
                  and which failure or refusal shall remain  uncured for fifteen
                  (15) days after written  notice  thereof shall have been given
                  to Executive;  provided,  however, that the foregoing right to
                  cure  shall  not apply to any  failure  or  refusal  of a type
                  substantially  similar to a failure  or refusal  which was the
                  subject of a previous notice under this clause (i);

                  (ii)  the   commission  by  Executive  of  an  act  of  theft,
                  dishonesty, embezzlement, vandalism, fraud or misappropriation
                  against Company any subsidiary or affiliate of Company;

                  (iii) the  conviction  of Executive in any  jurisdiction  of a
                  criminal  act  or  acts  committed  by  the  Executive   which
                  constitute    theft,    embezzlement,     vandalism,    fraud,
                  misappropriation, or dishonest acts against the Company;

                  (iv)  any  deliberate  or  intentional  act or  omission,  the
                  purpose  of which is to  materially  damage  the  business  or
                  reputation of Company;

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<PAGE>

                  (v) incompetence, negligence or any misconduct by Executive in
                  performing his duties or willfully neglecting to carry out his
                  duties under this Agreement resulting in harm to the Company.

         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.

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<PAGE>

         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 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  10.1,  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 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 (i) to receive all unpaid Base
Salary  pro-rated  up to the date of  termination,  and (ii) for a period of ten
(10) days following the date of termination,  to exercise any unexercised option
to  acquire  Common  Stock  under  either  Section 4 or  Section  5 hereof  that
Executive could have exercised on the day preceding the date of termination.

         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 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


                                       18
<PAGE>

business competitive with that of Company or 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


                                       20
<PAGE>

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.

         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


                                       21
<PAGE>

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
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
                                   Baltimore, Maryland 21201
                                   Attn:  Greg Cross

                                       22
<PAGE>

                  If to Executive: Dennis Smith
                                   12981 Folly Quarter Road
                                   Ellicott City, Maryland 21042

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
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


                                       23
<PAGE>

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.

         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,


                                       24
<PAGE>

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.

         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.


                                       25
<PAGE>


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

                                            CELSION CORPORATION


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



                                              /s/Dennis Smith
                                              ------------------------------
                                                 Dennis Smith



<PAGE>





Celsion Corporation (the "Company")
10220-1 Old Columbia Road,
Columbia, Maryland 21046-1705.

May ___, 2000

Dennis Smith
4818 Lancashire Lane,
Tallahassee, Florida 32308

Dear Dennis:

         In connection with your proposed  Executive  Employment  Agreement with
the Company,  we agree that, if, during the course of your employment and at any
time after you are entitled to exercise options granted under either Paragraph 4
or  Paragraph  5 of your  Agreement,  you  ask the  Company  for  assistance  in
assembling  resources  to fund the exercise of those  options,  the Company will
seek to  assist  you in  negotiating  a loan  from one or more of the  principal
financial  institutions  with which the Company is then doing  business (or from
another  source  reasonably  acceptable  to you) to permit you to exercise  your
options to acquire  either Bonus Shares or Incentive  Shares.  If, in connection
with such borrowing,  you are requested by the lending institution to pledge the
Bonus Shares or the  Incentive  Shares that you will be acquiring on exercise of
the option as collateral  security for the benefit of the lender, your signature
below confirms that you will pledge such shares to support your borrowing.

                                 Very truly yours,
                                 Celsion Corporation


                                 By:_________________________________
                                     Spencer J. Volk
                                     Chairman

Agreed:


------------------------------
Dennis Smith












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