EXHIBIT 10.22

                         EXECUTIVE EMPLOYMENT AGREEMENT

    EMPLOYMENT  AGREEMENT,  made as of the ____ day of May, 2000, by and between
Dennis Smith (the "Executive"),  an individual residing at 4818 Lancashire Lane,
Tallahassee,  Florida 32308, 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  desires 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  Director  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,  film 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 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.

         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.

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         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.

         4.      OPTION TO ACQUIRE COMMON STOCK.

    4.1. The Company  hereby grants to Executive as a bonus an option to acquire
one hundred  (100,000)  thousand  (the  "Bonus")  fully paid and  non-assessable
shares of common  stock,  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. Executive may exercise his option to acquire thirty
four (34,000)  thousand  shares on or after  January 15, 2001,  and thirty three
(33,000)  thousand  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 not be entitled to exercise his option to acquire  Common Stock
attributable  to that date.  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 scrip  representing  fractional shares shall be issued when
the option is  exercised.  Common  Stock  issued on exercise of the Bonus option
will not be registered under federal or state securities laws, and will have the
status of  restricted  securities.  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  under such  securities  laws,  or an opinion of counsel
satisfactory to the Company that such registration is not required.  The Company
will not include any Common Stock issued or issuable on exercise of the Bonus in
any registration statement.  Common Stock issued on exercise of the Bonus may be
sold by the Executive in transactions permitted by the provisions of Rule 144 of
the  Securities  Act of 1933,  but  notwithstanding  the provisions of Rule 144,
Executive agrees that he will not undertake any disposition of such Common Stock
in the twelve month period  beginning when sales under Rule 144 are  permissible
without the approval of a majority of the disinterested  members of the Board of
Directors of the  Company.  In case the Company  shall at any time  subdivide or
combine  the  outstanding  shares  of Common  Stock,  the  number of shares  the
Executive  shall  have the right to acquire on  exercise  of his Bonus  shall be
proportionately  increased in the case of such  subdivision  or decreased in the
case of such combination (on the date that such subdivision or combination shall
become  effective).  Common  Stock issued on exercise of the Bonus shall bear an
appropriate restrictive legend, referring to the provisions hereof.

    5. INCENTIVE  OPTION  COMPENSATION.  As a form of incentive  compensation to
Executive,  the Company hereby grants to Executive an option to acquire from the
Company, on an original issue basis, an aggregate of one hundred fifty (150,000)
thousand  fully paid and  nonassessable  shares of Common  Stock at the  several
purchase  prices  designated  below upon the  achievement  by the Company of the
several corporate  accomplishments (the "Milestones") listed below.  Executive's
right as set forth  herein  shall be available at any time on and after the date
on which the first  Milestone  is achieved  and so long as he is employed by the
Company,  but not  later  than  5:00 P.M.  (New  York  time)  May 31,  2005 (the
"Expiration  Date"),  upon  notice to the  Company  at its  principal  office at
10220-I 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.

            5.1.    For purposes of this paragraph:

    A. Corporate Milestones.  The Incentive option to acquire Common Stock shall
be  available  in tranches as  indicated  herein if, as and when the Company has
achieved the following Milestones:

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

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

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    > Completion of  development  of prototype  medical device for treating deep
seated cancer.

    B.  Purchase  Price.  The Purchase  Price per share shall be as follows:  On
achieving the first Milestone, $2.80 per share;

    On achieving the second Milestone: $3.00 per share;

    On achieving the third Milestone: $3.20 per share.

    C.  Acquisition of Common Stock on Exercise of Incentive  Option.  Executive
may acquire  Common Stock in tranches as set forth as each Milestone is achieved
at any time or from time to time on or after the date  hereof  and so long as he
is employed by the Company,  but not later than 5:00 p.m. New York time,  on the
Expiration  Date.  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  Incentive  Option  may be
exercised  without  regard to the  sequence  in which the  Milestones  have been
achieved. A Notice of Exercise of the Incentive Option 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 Incentive  Option
unless,  within  seventy  two (72)  hours of the  submission  of the  Notice  of
Exercise,  the  Board  adopts a  resolution  determining  that  exercise  of the
Incentive  Option 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 Purchase 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.

    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 upon  achievement  of the  Milestones
set forth herein.

    E.  Vesting.  Common Stock  issued on exercise of an Incentive  Option shall
vest in the Executive upon issuance.


    F.      Anti-Dilution Provisions.

    (1)  Adjustment  of  Number of Shares  of  Common  Stock.  Anything  in this
Paragraph (F) to the contrary notwithstanding,  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
Purchase 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 Paragraph (F) to the
contrary  notwithstanding,  the Company  shall not be required to give effect to
any  adjustment in the Purchase  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  Purchase
Price by at least one cent, such change in the Purchase Price shall thereupon be
given effect.

    (3) Number of Shares of Common Stock  Adjusted.  Upon any  adjustment of the
Purchase  Price other than pursuant to Paragraph  (F)(1)  hereof,  the Executive
shall thereafter (until another such adjustment) be entitled to purchase, at the
new Purchase 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 Purchase Price in effect on the date hereof
and dividing the product so obtained by the new Purchase Price.

    G.   Reclassification,   Reorganization   or   Merger.   In   case   of  any
reclassification,  capital  reorganization or other change of outstanding shares
of Common  Stock of the Company  (other than a change in par value,  or from par
value to no par  value or from no par value to par  value,  or as a result of an
issuance  of  Common  Stock by way of  dividend  or other  distribution  or of a
subdivision or  combination),  or in case of any  consolidation or merger of the
Company  with or into  another  corporation  (other  than a merger  in which the
Company  is  the  continuing  corporation  and  which  does  not  result  in any
reclassification,  capital  reorganization or other change of outstanding shares
of Common Stock) or in case of any sale or conveyance to another  corporation of
the property of the Company as an entirety or substantially as an entirety,  the
Company shall cause  effective  provision to be made so that the Executive shall

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have the right thereafter as he has hereunder to purchase the kind and amount of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
reclassification, capital reorganization or other change, consolidation, merger,
sale or  conveyance.  The  foregoing  provisions  of this  Paragraph  (G)  shall
similarly apply to successive consolidations,  mergers, sale or conveyances.  In
the  event  that  in  any  such  capital   reorganization  or  reclassification,
consolidation,  merger,  sale or conveyance,  additional  shares of Common Stock
shall be issued in exchange, conversion, substitution or payment, in whole or in
part,  for or of a security of the Company  other than  Common  Stock,  any such
issue shall be treated a s an issue of Common  Stock  covered by the  provisions
hereof  with the amount of the  consideration  received  upon the issue  thereof
being determined by the Board of Directors of the Company, such determination to
be final and binding on the Executive.

         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  ($25,000)  dollars  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  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.

         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) the right to exercise immediately the option granted under Section 4.

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    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. t 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
set forth in Section 9.2,  perform such  services for Company,  consistent  with
this 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.

    9.4.  In  the  event  the  Executive's   employment  is  terminated  due  to
Disability,  the  Executive  shall be  entitled,  in addition to the Base Salary
payments  described in Section 9.2, to exercise his option to acquire  shares in
accordance with Section 4 for the fiscal year in which such Disability occurs.

         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  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 paid 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;

    (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)  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,  but shall not receive any of the compensation set
forth therein.

         11.     TERMINATION BY COMPANY WITHOUT CAUSE.

    11.1.  In the  event  that the  Company  shall  actually  or  constructively
terminate  this  Agreement  during the Initial  Term or any Renewal Term without
cause,  the Executive shall be entitled,  without any duty to mitigate  damages,
to:

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        (a)     All unpaid Base Salary  pro-rated up to the date of termination;
    and

        (b)     The  immediate   opportunity  to  exercise  the  option  granted
    pursuant to Section 4;

        (c)     A severance payment equal one hundred (100%) percent of the Base
    Salary in effect for the prior fiscal year; 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.

    11.2.  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 herein.

    11.3.  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,
subject to the right to receive the compensation therein set forth.

         12.     TERMINATION BY EXECUTIVE.

    12.1. If the Executive shall  terminate his employment  under this Agreement
during the Initial  Term  without the express  written  consent of the  Company,
then,  for  purposes  of  establishing  the  rights of the  Executive  upon 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 12.2, and the restrictive provisions of
Section 13 below shall fully apply (but the  Executive  shall not have any right
to the compensation set forth therein).

    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,  and the  Executive  shall receive the  compensation  set forth
therein.

         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,  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
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,  knowhow,  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

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    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

        (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
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.

    13.7. As separate and additional compensation to be paid to the Executive in
consideration  of the  observance and  performance of the promises  contained in
this Section 13, the Company agrees that,  during the period of restrictions set
forth in this  Section 13, the  Executive  will be entitled to be paid an amount
equal  to 125%  of the  Base  Salary  computed  at the  annual  rate  prevailing
immediately  prior to the termination of his employment  (such amount to be paid
in the same manner as the Company's regular payroll practices), except that, (i)
in the case of termination of the  Executive's  employment for Cause, or (ii) in
case the Executive  shall  terminate  this  Agreement  under  Section 12.1,  the
Executive will receive no such compensation.

         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.

                                       57

<PAGE>

         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 deliver 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:               Bresler Goodman & Unterman LLP
                                           521 Fifth Avenue
                                           New York, NY  10175
                                           Attention:  Seymour H. Bucholz

             If to Executive:              Dennis Smith
                                           4818 Lancashire Lane
                                           Tallahassee, Florida 32308

The  foregoing  addresses may be changed by notice given in the manner set forth
in this Section 15.

    16.  DISPUTES.  Any dispute arising under this Agreement shall be settled in
accordance with the following  provisions.  If the parties are deadlocked on any
issue arising under the terms of this Agreement, a tiebreaker shall be chosen by
the Dean of the School of Business Administration at the University of Maryland.
Each party may present its proposal to the designated tiebreaker in written form
and may, on a date established by the tiebreaker within fifteen calendar days of
the day the  tiebreaker is shown,  make an oral  presentation  not to exceed two
hours in length,  accompanied by exhibits and written arguments not to exceed 50
pages  in  length.  The  designated  tiebreaker  shall  then  select  one of the
submitted proposals, without any change or adjustment, and shall announce to the
parties his or her selection within five calendar days of the day of submission.
The party  offering the proposal  that is not selected by the  tiebreaker  shall
bear all  costs  and  expenses  (including  legal,  expert  and  other  fees and
expenses), and the expenses and fees charged by the tiebreaker. Any award by the
tiebreaker  may be  enforced  on  application  of  either  party by the order or
judgment  of any  Federal or state  court in the State of  Maryland as the party
making such application shall elect, having jurisdiction over the subject matter
thereof. Each of the parties hereto hereby submits itself to the jurisdiction of
any such court and agree that  service of process on it in any  action,  suit or
proceeding  to  enforce  any such  award may be  effected  by the means by which
notices are to be given to it under this Agreement.

         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, 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.

                                       58
<PAGE>

    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.

    IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of
the date first above written.

                                       CELSION CORPORATION

                                       By:______________________
                                       Spencer J. Volk, President


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

                                       59
<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
                                       60