EXHIBIT 10.37


                                     ALLONGE
                                       to
                             AGREEMENT OF AMENDMENT
                                       TO
                     LOAN AND SECURITY AGREEMENT, MORTGAGE,
                              ASSIGNMENT OF LEASES
                               AND OTHER DOCUMENTS

      This modification ("Allonge to Agreement of Amendment") made this 13th day
of November, 2002 to the Agreement of Amendment to Loan and Security Agreement,
Mortgage, Assignment of Leases and Other Documents effective March 13, 2002
("Agreement of Amendment") among FLEET NATIONAL BANK, ("Lender"); OSTEOTECH,
INC., a Delaware Corporation, OSTEOTECH INVESTMENT CORPORATION, a New Jersey
Corporation, CAM IMPLANTS, INC., a Colorado Corporation, OSTEOTECH, B.V., H.C.
IMPLANTS, B.V., OSTEOTECH IMPLANTS, B.V., f/k/a CAM IMPLANTS, B.V. (pursuant to
documents of name change submitted simultaneously herewith), OSTEOTECH/CAM
SERVICES, B.V., each a Company of The Netherlands, OSTEOTECH, S.A., and OST
DEVELOPPEMENT, S.A., each a Corporation of France (jointly and severally
"Borrower") and to which Agreement of Amendment these presents are so firmly
affixed as to become a part thereof.

      A. Notwithstanding anything to the contrary set forth in the Agreement of
Amendment, the Agreement of Amendment is hereby amended as follows:

      1. Paragraph 3A(2) (relating to the second paragraph of the Revolving
Note) is hereby amended to read as follows:

            Prior to January 1, 2002, this Note bore interest at the option of
            the Borrower, at either Lender's Prime Rate minus three-quarters of
            one percent or the applicable Base LIBOR Rate plus 175 basis points.
            Effective January 1, 2002 and ending on the date Lender receives
            Borrower's Annual Report on Form 10K for the fiscal year ending
            December 31, 2002, this Note bears interest and is repayable in
            monthly installments of interest only (and not principal) at a
            fluctuating interest rate per annum equal at all times to either (a)
            the Lender's Prime Rate (as hereinafter defined) of interest in
            effect from time to time plus 150 basis points, each change in such
            fluctuating rate to take effect simultaneously with the
            corresponding change in such Prime Rate, without notice to the
            undersigned or (b) the applicable Base LIBOR Rate as defined in the
            Loan Agreement plus 400 basis points, at the option of the Borrower
            pursuant to the Loan Agreement. Commencing with the receipt by
            Lender of Borrower's December 31, 2002 financial statements, and
            effective following the filing with the Securities and Exchange
            Commission ("SEC") and delivery to Lender thereafter of Borrower's
            Annual Report on Form 10K for the fiscal year ending December 31,
            2002, interest is repayable in accordance with the following at the
            option of Borrower, if the ratio of the Borrower's Senior Funded
            Debt as determined in accordance with generally accepted accounting
            principles consistently applied, to EBITDA as more fully described
            below ("Ratio") is as follows:


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<PAGE>


<TABLE>
<CAPTION>
            Ratio                       Option              -or-          Option
            -----                       ------                            ------
<S>                            <C>                                 <C>
            Less than 1.5:1    Base LIBOR +225 bp ("Libor Rate")   Prime Rate - 25bp

            1.5:1 - 2.5:1      Base LIBOR + 300 bp ("Libor Rate")  Prime Rate + 50 bp

            2.5:1 - 3.99:1     Base LIBOR + 350 bp ("Libor Rate")  Prime Rate + 100 bp

            4.0 and greater    Base LIBOR + 400 bp ("Libor Rate")  Prime Rate + 150 bp
</TABLE>

            For purposes of determining the Ratio:

            (i)   The first determination will be made by Lender for the fourth
                  quarter, 2002. The determination will be made by dividing (a)
                  the Senior Funded Debt as of December 31, 2002 by (b) the
                  Borrower's EBITDA determined on a rolling four quarter basis;

            (ii)  Thereafter, each determination of the Ratio will be made by
                  Lender, upon delivery to Lender of either the Borrower's
                  Quarterly Report on Form 10Q or Annual Report on Form 10K, on
                  a rolling four quarter basis; and

            (iii) Senior Funded Debt means all indebtedness of the Borrower
                  owing to financial institutions, all bonds, notes and
                  debentures payable by the Borrower (unless subordinated to
                  Fleet National Bank), all outstanding letters of credit issued
                  for the account of the Borrower, and all capital leases of the
                  Borrower.

            Each payment is to be made on the first day of each month. In no
            event is the interest rate to be higher than the maximum lawful
            rate. The Prime Rate of Lender means the fluctuating Prime Rate of
            interest established by Fleet National Bank from time to time
            whether or not such rate shall be otherwise published. The Prime
            Rate is established for the convenience of Lender. It is not
            necessarily Lender's lowest rate. In the event that there should be
            a change in the Prime Rate of Lender, such change shall be effective
            on the date of such change without notice to Borrower or any
            guarantor, endorser or surety. Any such change will not effect or
            alter any other term or conditions of this Note.

      2. Paragraph 3B(1) (relating to the second paragraph of the Equipment Loan
Note) is hereby amended to read as follows:

            Prior to January 1, 2002, this Note bore interest, at the option of
            the Borrower at either the Lender's Prime Rate minus one-half of one
            percent or the applicable Base LIBOR Rate plus 175 basis points.
            Effective as of the Conversion Date, the Borrower began monthly
            payments of principal and interest, such principal payments
            repayable in 84 equal monthly installments, the first of such
            payments was made as of the second month following the Conversion
            Date and on the same day of each successive month. As of the
            Conversion Date through December 31, 2001, this Note bore interest
            at the applicable LIBOR Rate (Equipment) defined in the Loan
            Agreement. Effective January 1, 2002 and ending on the date Lender
            receives Borrower's Annual Report on Form 10K for the fiscal year
            ending December 31, 2002, this Note bears interest and is


                                      E-3
<PAGE>


            repayable in monthly installments of interest, such interest to be
            at a fluctuating interest rate per annum equal at all times to
            either (a) the Lender's Prime Rate (as hereinafter defined) of
            interest in effect from time to time plus 150 basis points, each
            change in such fluctuating rate to take effect simultaneously with
            the corresponding change in such Prime Rate, without notice to the
            undersigned or (b) the applicable Base LIBOR Rate as defined in the
            Loan Agreement plus 400 basis points, at the option of the Borrower
            pursuant to the Loan Agreement. Effective September 10, 2001 the
            Borrower was to commence payment of principal, together with
            interest, in 84 equal monthly installments on the same day of each
            successive month thereafter commencing December 1, 2001. Borrower is
            to continue making such principal and interest payments and, upon
            the 84th such installment payment (the "Maturity Date"), the full
            amount of unpaid principal together with unpaid accrued interest is
            due and payable. Commencing with the receipt by Lender of Borrower's
            December 31, 2002 financial statements, and effective following the
            filing with the SEC and delivery to Lender thereafter of Borrower's
            Annual Report on Form 10K for the fiscal year ending December 31,
            2002, interest is repayable in accordance with the following at the
            option of Borrower, if the ratio of the Borrower's Senior Funded
            Debt as determined in accordance with generally accepted accounting
            principles consistently applied, to EBITDA as more fully described
            below ("Ratio") is as follows:

<TABLE>
<CAPTION>
            Ratio                       Option              -or-          Option
            -----                       ------                            ------
<S>                            <C>                                 <C>
            Less than 1.5:1    Base LIBOR +225 bp ("Libor Rate")   Prime Rate - 25bp

            1.5:1 - 2.5:1      Base LIBOR + 300 bp ("Libor Rate")  Prime Rate + 50 bp

            2.5:1 - 3.99:1     Base LIBOR + 350 bp ("Libor Rate")  Prime Rate + 100 bp

            4.0 and greater    Base LIBOR + 400 bp ("Libor Rate")  Prime Rate + 150 bp
</TABLE>

            For purposes of determining the Ratio:

            (i)   The first determination will be made by Lender for the fourth
                  quarter, 2002. The determination will be made by dividing (a)
                  the Senior Funded Debt as of December 31, 2002 by (b) the
                  Borrower's EBITDA determined on a rolling four quarter basis;

            (ii)  Thereafter, each determination of the Ratio will be made by
                  Lender upon delivery to Lender of either the Borrower's
                  Quarterly Report on Form 10Q or Annual Report on Form 10K, on
                  a rolling four quarter basis; and

            (iii) Senior Funded Debt means all indebtedness of the Borrower
                  owing to financial institutions, or bonds, notes and
                  debentures payable by the Borrower (unless subordinated to
                  Fleet National Bank), all outstanding letters of credit issued
                  for the account of the Borrower, and all capital leases of the
                  Borrower.

            Each payment is to be made on the first day of each month. In no
            event is the interest rate to be higher than the maximum lawful
            rate. The Prime Rate of Lender means the fluctuating Prime Rate of
            interest established by Fleet


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<PAGE>


            National Bank from time to time whether or not such rate shall be
            otherwise published. The Prime Rate is established for the
            convenience of Lender. It is not necessarily Lender's lowest rate.
            In the event that there should be a change in the Prime Rate of
            Lender, such change shall be effective on the date of such change
            without notice to Borrower or any guarantor, endorser or surety. Any
            such change will not effect or alter any other term or conditions of
            this Note.

      3. Paragraph 3C(1) (relating to the second paragraph of the Mortgage Note)
is hereby amended to read as follows:

            Prior to January 1, 2002, this Note bore interest during each
            calendar month at a fixed rate of 7.38% per annum. Effective January
            1, 2002 and ending on the date Lender receives Borrower's Annual
            Report on Form 10K for the fiscal year ending December 31, 2002,
            this Note bears interest and is repayable in monthly installments of
            interest at a fluctuating interest rate per annum equal at all times
            to either (a) the Lender's Prime Rate (as hereinafter defined) of
            interest in effect from time to time plus 150 basis points, each
            change in such fluctuating rate to take effect simultaneously with
            the corresponding change in such Prime Rate, without notice to the
            undersigned or (b) the applicable Base LIBOR Rate as defined in the
            Loan Agreement plus 400 basis points, at the option of the Borrower
            pursuant to the Loan Agreement. Commencing with the receipt by
            Lender of Borrower's December 31, 2002 financial statements, and
            effective following the filing with the SEC and delivery to Lender
            thereafter of Borrower's Annual Report on Form 10K for the fiscal
            year ending December 31, 2002, interest is repayable in accordance
            with the following at the option of Borrower, if the ratio of the
            Borrower's Senior Funded Debt as determined in accordance with
            generally accepted accounting principles consistently applied, to
            EBITDA as more fully described below ("Ratio") is as follows:

<TABLE>
<CAPTION>
            Ratio                       Option              -or-          Option
            -----                       ------                            ------
<S>                            <C>                                 <C>
            Less than 1.5:1    Base LIBOR +225 bp ("Libor Rate")   Prime Rate - 25bp

            1.5:1 - 2.5:1      Base LIBOR + 300 bp ("Libor Rate")  Prime Rate + 50 bp

            2.5:1 - 3.99:1     Base LIBOR + 350 bp ("Libor Rate")  Prime Rate + 100 bp

            4.0 and greater    Base LIBOR + 400 bp ("Libor Rate")  Prime Rate + 150 bp
</TABLE>

            For purposes of determining the Ratio:

            (i)   The first determination will be made by Lender for the fourth
                  quarter, 2002. The determination will be made by dividing (a)
                  the Senior Funded Debt as of December 31, 2002 by (b) the
                  Borrower's EBITDA determined on a rolling four quarter basis;

            (ii)  Thereafter, each determination of the Ratio will be made by
                  Lender upon delivery to Lender of either the Borrower's
                  Quarterly Report on Form 10Q or Annual Report on Form 10K, on
                  a rolling four quarter basis; and

            (iii) Senior Funded Debt means all indebtedness of the Borrower
                  owing to financial institutions, all bonds, notes and
                  debentures


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<PAGE>


                  payable by the Borrower (unless subordinated to Fleet National
                  Bank), all outstanding letters of credit issued for the
                  account of the Borrower, and all capital leases of the
                  Borrower.

            The first thirteen (13) months of principal and interest was to be
            paid by the Borrower to Lender in equal installments of principal
            and interest in the amount of Thirty-Six Thousand Two Hundred Three
            Dollars - 56/100 ($36,203.56) commencing February 1, 2001 and on the
            same day of each successive month thereafter. Effective as of the
            date of the Agreement, remaining principal and interest is to be
            paid during and throughout the period of one hundred seven (107)
            months in equal payments of principal in the amount of Nineteen
            Thousand Three Hundred Twenty-Nine - 36/100 Dollars ($19,329.36),
            together with accrued interest by the Borrower to Lender on the
            first day of each month commencing on April 1, 2002, and on the same
            day of each successive month thereafter. Upon the 107th such
            installment (the "Maturity Date"), the full amount of unpaid
            principal, together with unpaid accrued interest is due and payable.
            In no event is the interest rate to be higher than the maximum
            lawful rate. The Prime Rate of Lender means the fluctuating Prime
            Rate of interest established by Fleet National Bank from time to
            time whether or not such rate shall be otherwise published. The
            Prime Rate is established for the convenience of Lender. It is not
            necessarily Lender's lowest rate. In the event that there should be
            a change in the Prime Rate of Lender, such change shall be effective
            on the date of such change without notice to Borrower or any
            guarantor, endorser or surety. Any such change will not effect or
            alter any other term or conditions of this Note.

      4. Paragraph 3D(7) (relating to Section 1.4(k) of the Loan Agreement) is
hereby amended to read as follows:

            Notwithstanding the foregoing provisions of Section 1.4, and in the
            absence of Default, effective January 1, 2002 and ending on the date
            Lender receives Borrower's Annual Report on Form 10K for the fiscal
            year ending December 31, 2002, interest accrues on the Loan and is
            repayable in monthly installments of interest at a fluctuating
            interest rate per annum equal at all times to either (a) the
            Lender's Prime Rate of interest in effect from time to time plus 150
            basis points, each change in such fluctuating rate to take effect
            simultaneously with the corresponding change in such Prime Rate,
            without notice to the Borrower or (b) the applicable Base LIBOR Rate
            as defined in the Loan Agreement plus 400 basis points ("LIBOR
            Rate"), at the option of the Borrower pursuant to this Agreement.
            Commencing with the receipt by Lender of Borrower's December 31,
            2002 financial statements, and effective following the filing with
            the SEC and delivery to Lender thereafter of Borrower's Annual
            Report on Form 10K for the fiscal year ending December 31, 2002,
            interest is repayable in accordance with the following at the option
            of Borrower, if the ratio of the Borrower's Senior Funded Debt as
            determined in accordance with generally accepted accounting
            principles consistently applied, to EBITDA as more fully described
            below ("Ratio") is as follows:


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<PAGE>


<TABLE>
<CAPTION>
            Ratio                       Option              -or-          Option
            -----                       ------                            ------
<S>                            <C>                                 <C>
            Less than 1.5:1    Base LIBOR +225 bp ("Libor Rate")   Prime Rate - 25bp

            1.5:1 - 2.5:1      Base LIBOR + 300 bp ("Libor Rate")  Prime Rate + 50 bp

            2.5:1 - 3.99:1     Base LIBOR + 350 bp ("Libor Rate")  Prime Rate + 100 bp

            4.0 and greater    Base LIBOR + 400 bp ("Libor Rate")  Prime Rate + 150 bp
</TABLE>

            For purposes of determining the Ratio:

            (i)   The first determination will be made by Lender for the fourth
                  quarter, 2002. The determination will be made by dividing (a)
                  the Senior Funded Debt as of December 31, 2002 by (b) the
                  Borrower's EBITDA determined on a rolling four quarter basis;

            (ii)  Thereafter, each determination of the Ratio will be made by
                  Lender upon delivery to Lender of either the Borrower's
                  Quarterly Report on Form 10Q or Annual Report on Form 10K, on
                  a rolling four quarter basis; and

            (iii) Senior Funded Debt means all indebtedness of the Borrower
                  owing to financial institutions, all bonds, notes and
                  debentures payable by the Borrower (unless subordinated to
                  Fleet National Bank), all outstanding letters of credit issued
                  for the account of the Borrower, and all capital leases of the
                  Borrower.

            The interest rates herein provided also apply following any
      applicable Conversion Date.

      5. Paragraph 3D(15) (relating to Section 6.15 of the Loan Agreement) is
hereby amended to read as follows:

            Section 6.15 Fees

            A new section 6.15(c) is hereby added as follows:

            6.15(c) Waiver and Amendment Fee. The Borrower is to pay to Lender a
            waiver and amendment fee of $25,000.00 payable upon execution of the
            Allonge to Agreement of Amendment.

      6. Paragraph 3D(16) (relating to Section 6.17 of the Loan Agreement) is
hereby amended to read as follows:

            Section 6.17 Additional Covenants

            The following new sections to Section 6.17 are hereby added as
            follows:

            The Borrower is to perform and/or deliver the following, in form and
            substance satisfactory to Lender, not later than 45 days from


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<PAGE>


            the date of the execution of the Allonge to Agreement of Amendment
            in the case of 6.17(g) and (h); and not later than December 16, 2002
            in the case of 6.17(i):

                  6.17(g) Updated report of Borrower's counsel (and meeting with
                  Borrower's counsel, if requested by Lender) regarding the
                  Borrower's litigation, its anticipated litigation costs, and
                  potential for economic loss if adverse to Borrower;

                  6.17(h) Reimbursement of all costs incurred by Lender in
                  conducting an appraisal of all domestic Equipment; and

                  6.17(i) Projections of the financial condition of the Borrower
                  for the next five (5) fiscal years.

      7. Paragraph 3D(22) (relating to Section 7.15 of the Loan Agreement) is
hereby amended to read as follows:

            Section 7.15 EBITDA Ratio

            Osteotech, Inc. is not to cause or permit any of the following:

                  (a) For the first quarter of 2002, the earnings before
                  interest, taxes, depreciation and amortization of Osteotech,
                  Inc. and its Subsidiaries ("EBITDA") to be less than
                  $1,100,000.00 (the fee payable pursuant to Section 6.15(b),
                  attorneys' fees payable by the Borrower hereunder, appraisal
                  fees, collateral review exam fees, counsel fees payable by the
                  Borrower to implement the pledge of stock set forth in Article
                  4(c) and related expenses ("Excluded Expenses")) are not to be
                  included in this determination);

                  (b) For the second quarter of 2002, EBITDA to be less than
                  $1,920,000.00 (Excluded Expenses are not to be included in
                  this determination);

                  (c) For the third quarter of 2002, the ratio of EBITDA less
                  capital expenditures, less cash taxes (multiplied by 4) to the
                  current maturities of long term debt plus interest expense, to
                  be less than 1:1 (Excluded Expenses are not to be included in
                  this determination);

                  (d) For the fourth quarter of 2002, a minimum EBITDA of
                  $1,570,000.00 (Excluded Expenses are not to be included in
                  this determination);

                  (e) For the first quarter of 2003, the ratio of EBITDA for
                  such quarter less capital expenditures, less cash taxes (all
                  multiplied by 4) to the current


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<PAGE>


                  maturities of long term debt plus (first quarter interest
                  expense multiplied by 4), to be less than 1:1 (Excluded
                  Expenses are not to be included in this determination);

                  (f) For the second quarter of 2003, the ratio of EBITDA for
                  the first and second quarters of 2003 less capital
                  expenditures, less cash taxes (all divided by 2 and then
                  multiplied by 4) to the current maturities of long term debt
                  plus (interest expense for the first and second quarters
                  divided by 2 and then multiplied by 4), to be less than 1:1
                  (Excluded Expenses are not to be included in this
                  determination);

                  (g) For the third quarter of 2003, the ratio of EBITDA for the
                  first, second and third quarters of 2003 less capital
                  expenditures, less cash taxes (all divided by 3 and then
                  multiplied by 4) to the current maturities of long term debt
                  plus (interest expense for the first, second and third
                  quarters divided by 3 and then multiplied by 4), to be less
                  than 1.25:1 (Excluded Expenses are not to be included in this
                  determination);

                  (h) For the fourth quarter of 2003, the ratio of EBITDA for
                  the first, second, third and fourth quarters of 2003 less
                  capital expenditures, less cash taxes to the current
                  maturities of long term debt plus interest expense for the
                  first, second, third and fourth quarters, determined on a
                  rolling four quarter basis, to be less than 1.25:1 (Excluded
                  Expenses are not to be included in this determination); or

                  (i) Thereafter, the ratio of EBITDA less capital expenditures
                  less cash taxes to the current maturities of long term debt
                  plus interest expense, determined on a rolling four quarter
                  basis, to be less than 1.25:1 (Excluded Expenses are not to be
                  included in this determination).

            Non-compliance by the Borrower with its prior covenant that its
            ratio of EBITDA less capital expenditures, less cash taxes
            (multiplied by 4) to the current maturities of long term debt plus
            interest expense be not less than 1:1 for the third quarter of 2002
            is hereby waived by Lender. Such waiver shall be without prejudice
            in the event of a Default hereunder. Such waiver is also not to be
            deemed a waiver of any further or other non-compliance or Default.

            All of the foregoing is to be determined in accordance with
            generally accepted accounting principles consistently applied.


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<PAGE>


      B. The following is added as Section 7.21 to the Loan Agreement (as
defined in the Agreement of Amendment:

      Section 7.21 Maintenance of Minimum Quick Ratio

            Borrower is not to cause or permit its Quick Ratio to be less than
            1.5:1 tested on a quarterly basis. The term Quick Ratio means the
            ratio of cash of the Borrower and marketable securities of the
            Borrower plus Accounts to the Borrower's current liabilities
            determined in accordance with generally accepted accounting
            principles consistently applied.

      Except as specifically modified herein, all of the terms and conditions of
the Agreement of Amendment, and the certificates and other documents executed in
connection therewith, shall remain in full force and effect and any term in
initial capitals and not otherwise defined herein shall have the meaning
ascribed thereto in the Agreement of Amendment.

      IN WITNESS WHEREOF, the parties have signed this Allonge to Agreement of
Amendment.

Witness:                                OSTEOTECH, INC.
                                        A Delaware Corporation

____________________________            By: ____________________________________
                                                     MICHAEL J. JEFFRIES
                                                  Executive Vice President


Witness:                                OSTEOTECH INVESTMENT CORPORATION
                                        A New Jersey Corporation

____________________________            By: ____________________________________
                                                     MICHAEL J. JEFFRIES
                                                  Executive Vice President

Signatures continued ......
................. continuation of signatures to Allonge to Agreement of Amendment


Witness:                                CAM IMPLANTS, INC.
                                        A Colorado Corporation

____________________________            By: ____________________________________
                                                     MICHAEL J. JEFFRIES
                                                   Chief Financial Officer


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<PAGE>


Witness:                                OSTEOTECH, B.V.
                                        A Company of The Netherlands

____________________________            By: ____________________________________
                                                     MICHAEL J. JEFFRIES
                                                      Managing Director


Witness:                                H.C. IMPLANTS, B.V.
                                        A Company of The Netherlands

____________________________            By: ____________________________________
                                                     MICHAEL J. JEFFRIES
                                                      Managing Director


Witness:                                OSTEOTECH IMPLANTS, B.V.
                                        f/k/a Cam Implants, B.V.
                                        A Company of The Netherlands

____________________________            By: ____________________________________
                                                     MICHAEL J. JEFFRIES
                                                      Managing Director


Witness:                                OSTEOTECH/CAM SERVICES, B.V.
                                        A Company of The Netherlands

____________________________            By: ____________________________________
                                                     MICHAEL J. JEFFRIES
                                                      Managing Director


Witness:                                OSTEOTECH, S.A.
                                        A Corporation of France

____________________________            By: ____________________________________
                                                     MICHAEL J. JEFFRIES
                                                      Managing Director

Signatures continued ......
................. continuation of signatures to Allonge to Agreement of Amendment


Witness:                                OST DEVELOPPEMENT, S.A.
                                        A Corporation of France

____________________________            By: ____________________________________
                                                     MICHAEL J. JEFFRIES
                                                      Managing Director


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<PAGE>


Witness:                                FLEET NATIONAL BANK

____________________________            By: ____________________________________
                                                       DAVID M. NILSEN
                                                    Senior Vice President



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