EXHIBIT 10.21

                         EXECUTIVE EMPLOYMENT AGREEMENT

    EMPLOYMENT  AGREEMENT,  made as of the 8th day of June, 2000, by and between
John Mon (the "Executive"),  an individual residing at c/o Celsion  Corporation,
10220-1  Old  Columbia  Road,  Columbia,   Maryland   21046-1705,   and  Celsion
Corporation (the "Company"),  a Maryland corporation with offices at 10220-1 Old
Columbia Road, Columbia, Maryland 21046-1705.

                                   WITNESSETH:

    WHEREAS, the Executive is currently employed by the company as Treasurer, as
Secretary,  and as General  Manager,  and the Company desires that the Executive
shall continue to be employed by it and render services to it, and the Executive
is willing to continue to be so employed  and to render  services,  all upon the
terms and subject to the conditions set forth herein.

    NOW,  THEREFORE,  in  consideration  of the mutual  covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.  EMPLOYMENT, DUTIES AND ACCEPTANCE.

    1.1. The Company hereby employs Executive,  and the Executive hereby accepts
employment,  for the term  ("Term")  set forth in  Section  2 hereof,  to render
services  to Company  as one of its senior  executive  officers.  The  Executive
represents  and warrants to the Company that he has full power and  authority to
enter  into  this  Agreement  and  that  he is not  under  any  obligation  of a
contractual  or  other  nature  to any  person,  firm or  corporation  which  is
inconsistent or in conflict with this agreement,  or which would prevent,  limit
or impair in any way the performance by Executive of his obligations hereunder.

    1.2. The Executive will serve as Vice President, New Business Development of
the Company and as a member of its Board of Directors when elected as such, will
have general supervision over investigation into new business  opportunities for
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 Vice President, New Business Development, as may reasonably
be assigned to him by the  President.  The  Executive  may be also be elected to
another executive  position such as Secretary of the Company.  In addition,  the
Executive  will serve as a senior  officer and a director (when elected as such)
of each of the Company's Affiliates.  The Executive will report to the President
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 8th, 200 and will
terminate at the close of business on June 7, 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.

    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 BONUS SHARES.

    4.1. The Company hereby agrees to grant to Executive as a bonus an option to
acquire  fifty   (50,000)   thousand  (the  "Bonus   Shares")   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 Bonus Share shall be $2.75
per share.  The option  granted  hereby shall expire on June 7, 2005, but may be
exercised only while the Executive is employed by the Company, and, in the event
of the  termination of his service for any reason other than as provided  either
in  Section  10 or in  Section  12 of this  Agreement,  then this  option may be
exercised  for a period  of not more  than  nine  months  following  the date of
terminations of service with the Company. The Company shall at all times reserve
for issuance  and/or delivery such number of shares of its Common Stock as shall
be required for issuance or delivery as Bonus Shares.  No  fractional  shares or
scrip  representing  fractional  shares  shall be issued as Bonus  Share.  Bonus
Shares will not be registered  under federal or state  securities laws, and will
have the  status  of  restricted  securities.  bonus  Shares  may not be sold or
offered for sale in the absence of effective  registration under such securities
laws,  or  an  opinion  of  counsel   satisfactory  to  the  Company  that  such
registration  is not required.  The Company will not include any Bonus Shares in
any  registration  statement.  Bonus  Shares  may be  sold by the  Executive  in
transactions  permitted by the  provisions of Rule 144 of the  Securities Act of
1933. In case the Company shall at any time subdivide or combine the outstanding
shares of Common Stock,  the number of Bonus Shares the Executive shall have the
right  to  acquire  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).  Bonus Shares shall bear an
appropriate restrictive legend, referring to the provisions hereof.

    5.1 For purposes of this paragraph:

    A.  Corporate  Milestones.  The right to acquire  Incentive  Shares shall be
available  in  tranches  as  indicated  herein if, as and when the  Company  has
achieved the first two of the following Class X Milestones

    - Execution and delivery of an agreement with one or more strategic partners
to the Company  providing for the marketing and  distribution  of any one of the
Company's  products  related to its breast cancer  treatment  system.  (Tranche:
50,000 shares)

    - Execution and delivery of an agreement with one or more strategic partners
to the Company  providing for the marketing and  distribution  of any one of the
Company's products related to treating chronic prostate  enlargement  condition,
common in older males, known as benign prostatic  hyperplasia  ("BPH") (Tranche:
50,000 shares).

    - Execution and delivery of an agreement with one or more strategic partners
to the Company  providing for the marketing and  distribution  of any one of the
Company's  products  related to liposome  compounds that can carry  chemotherapy
drugs to a tumor site and  release  their  payload  quickly  when  triggered  by
targeted hear. (Tranche: 50,000 shares).

    Only 150,000  shares may be issued with respect to Class X  Milestones.  The
right to acquire  Incentive  Shares  shall be available in tranches as indicated
herein if, as and when the Company has  achieved  any of the  following  Class Y
Milestones:

    -  Obtaining  pre-marketing  approval  from the United  States Food and Drug
Administration  for  commercialization  of the Company's  BPH treatment  system.
(Tranche: 50,000 shares).

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    -  Obtaining  pre-marketing  approval  from the United  States Food and Drug
Administration  for  commercialization  of the Company's breast cancer treatment
system. (Tranche: 50,000 shares).

    As a Class Z  Milestone,  the right to  acquire  Incentive  Shares  shall be
available  as to a tranche of 100,000  shares  if, as and when the  Company  has
achieved  net  income of  $1,000,000  or more for any  fiscal  year prior to the
Expiration Date.

    Nothing in this  paragraph  shall be read to mean that the  Executive  shall
have the right  hereunder to acquire,  in the  aggregate,  more than two hundred
fifty (250,000) thousand Incentive Shares.

  B. Purchase Price. The Purchase Price per Incentive Share shall be as follows:


         On achieving the first Milestone, $2.75 per share;


         On achieving the second Milestone, $2.95 per share;


         On achieving the third Milestone, $3.15 per share;


         On achieving the fourth Milestone, $3.35 per share, and


         On achieving the fifth Milestone, $3.55 per share.

    C. Acquisition of Incentive  Shares.  Executive may acquire Incentive Shares
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.  Incentive  Shares may be acquired without regard to the sequence in
which the  Milestones  have been  achieved.  A Notice of  Intention  to  acquire
Incentive  Shares shall be submitted by the Executive to the Company's  Board of
Directors,  identifying the Milestone  achieved and the number of shares covered
by the relevant tranche. The Board of Directors shall be deemed to have approved
the relevant  acquisition of Incentives  Shares unless,  within seventy two (72)
hours  of the  submission  of the  Notice  of  Intention  , the  Board  adopts a
resolution  determining  that  Incentive  Shares  may  not be  issued  as to the
Milestone  identified  in the  Notice of  Intention.  In the  absence  of such a
disaffirming  resolution,  Executive may acquire  Incentive Shares thereafter by
presentation  of the Notice of Intention  either to the Company or at the office
of its stock transfer  agent, if any, and accompanied by payment in cash or cash
equivalent of the Purchase Price for the number of Incentive Shares specified in
such Notice of Intention,  together with all federal and state taxes  applicable
upon such exercise.

    D. Reservation of Shares.  The Company hereby agrees that at all times there
shall be reserved  for  issuance  such  number of shares of its Common  Stock as
shall be required for issuance or delivery as Incentive  Shares upon achievement
of the Milestones set forth herein.

    E. Vesting. Incentive Shares shall vest in the Executive upon issuance.

    F. Anti-Dilution Provisions.

    (1) Adjustment of Number of Incentive Shares. 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 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).

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    (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 Incentive Shares 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 in effect on the date hereof,  and
dividing the products 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
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  reclassifications,  capital  reorganizations  and
changes of shares of Common  Stock and 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  as 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.

7.  VACATIONS.

    7.1.  Executive  shall be  entitled to  reasonable  vacations  (which  shall
aggregate no less than four (4) weeks vacation with pay) during each consecutive
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 PROGRAM, ETC.

    8.1. The Company will either  provide or pay or reimburse  the Executive for
the costs of wireless telephone service and related equipment.

    8.2  The  Company  may  provide  the  Executive  at  the  Company's  expense
disability  insurance providing for disability  payments to the Executive,  in a
sum at  least  equal to 70% of his  Base  Salary  then in  effect,  following  a
termination  of Executive's  employment  hereunder as a result of Disability (as
defined  in  Section  9.2  below).  In the event  such  policy is not  obtained,
Executive  shall be entitled to  participate in such  disability  plan(s) as are
available to Company executives generally.

    8.3. Subject to the Executive  meeting the eligibility  requirements of each
respective plan,  Executive shall participate in and be covered by each pension,
life insurance,  accident insurance,  health insurance,  hospitalization and any
other  employee  benefit  plan of Company,  as the case may be,  made  available
generally from and after the date hereof to its respective senior executives, on
the  same  basis  as  shall  be  available  to  such  other  executives  without
restriction or limitation by reason of this Agreement.

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    8.4.  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,  and (ii) all other  benefits  payable  upon death under any employee
benefit  program or other  insurance  covering  the  Executive as of the date of
death.

    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 third month  following the month in
which  Executive's  employment  hereunder  is  terminated  as a  result  of such
Disability. At any time after he date of the Notice (as hereinafter defined) and
during the  continuance of the  Executive's  Disability,  the Company may at any
time thereafter terminate Executive's  employment hereunder by written notice to
the Executive.  The term  "Disability"  shall mean physical or mental illness or
injury which prevents the Executive from performing his customary duties for the
Company for a period of sixty (60)  consecutive  days or an aggregate  period of
one hundred  twenty (120) days out of any  consecutive  twelve (12) months.  The
date of  commencement  of  Disability  shall be the date set forth in the notice
(the  "Notice")  given by  Company  to the  Executive  at any time  following  a
determination  of Disability,  which date shall not be earlier than the date the
Notice is given by Company.  A  determination  of Disability by Company shall be
solely  for the  purposes  of this  Section  9.2 and shall in no way  affect the
Executive's status under any other benefit plan applicable to the Executive.

    9.3  Upon  the  occurrence  of a  Disability,  and  unless  the  Executive's
employment  shall have been terminated as provided in Section 9.2, the Executive
shall,  during such time as he is continuing to receive Base Salary  payments as
set forth in Section 9.2, perform such services for Company, consistent with his
duties under  Section 1 hereof,  as he is  reasonably  capable of  performing in
light of the  condition  giving rise to a  Disability.  All  payments  due under
Section  9.2 shall be payable  in  accordance  with  Company's  regular  payroll
practices.  Any amount paid to Executive pursuant to this Agreement by reason of
his  Disability,  shall  be  reduced  by the  aggregate  amount  of all  monthly
disability payments which the Executive is entitled to receive under all workers
compensation  plans,  disability  plans and accident,  health or other insurance
plans or  programs  maintained  for the  Executive  by  Company,  by any company
controlling, controlled by or under common control with, Company.

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10. TERMINATION FOR CAUSE.

    10.1 The  employment  of the  Executive may be terminated by the Company for
Cause. For this purpose, "Cause" shall mean:

    (i) an act  constituting  a felony  and  resulting  or  intended  to result,
directly or indirectly in his gain or personal  enrichment at the expense of the
Company and its shareholders;

    (ii)dishonest acts against the Company;

    (iii)illegal drug use;

    (iv)  grossly or  willfully  neglecting  to carry out his duties  under this
Agreement resulting in material harm to the Company.

The Executive's  employment  shall not be terminated for Cause under clauses (b)
or (d)  unless:  (a) the  Executive  has  received  at least 5 days  notice of a
meeting of the Board of Directors at which meeting the Board shall  consider the
existence of Cause,  shall provide the Executive with an opportunity to be heard
before the Board, and, following such  consideration and hearing,  the Board has
determined,  based upon credible evidence, that grounds for Cause exist; and (b)
the misconduct or breaches on which an assertion of Cause is based are not cured
within 10 days  thereafter  if such  misconduct or breaches are capable of being
cured.

    10.2 In the event of a termination  for Cause,  the  Executive  shall (a) be
entitled to any unpaid Base Salary pro rated up to the date of termination,  and
(b)  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 herein.

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 13d-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; or (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.  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.

    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"  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 of 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) A  severance  payment  equal to 2.99 times the Base Salary in effect for
the prior fiscal year; and

    (c) 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,
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  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 12.1, 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  either  (i) a Change of Control or (ii) the
express written consent of the Company,  them, for purposes of establishing  the
rights of the Executive upon such  termination,  the Executive shall be entitled
to receive all unpaid Base Salary pro-rated up to the date of termination.

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    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  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 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  business  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 this  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.

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    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 100%  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 in case
the  Executive  shall  terminate  this  Agreement  under Section 12.1 during the
Initial Term, 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.

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:        Bresler Goodman & Unterman LLP
                                         521 Fifth Avenue
                                         New York, NY  10175
                                         Attention:  Andrew J. Goodman

                  If to Executive:       John Mon
                                         c/o Celsion Corporation
                                         10220-1 Old Columbia Road
                                         Columbia, Maryland  21046-1705

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 chosen,  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
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<PAGE>

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 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.

    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 provisions,  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  representative,  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


                                   ----------------------------------
                                   John Mon
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