CHANGE IN CONTROL AGREEMENT

     AGREEMENT  by and between  Osteotech,  Inc.,  a Delaware  corporation  (the
"Company"), and Mark H. Burroughs (the "Executive"),  dated as of the 1st day of
November , 2000.

     The Board of Directors of the Company (the "Board") has determined  that it
is in the best interests of the Company and its  stockholders to assure that the
Company will have the continued dedication of the Executive, notwithstanding the
possibility,  threat or occurrence of a Change in Control (as defined in Section
1(e)) of the  Company.  The Board  believes it is  imperative  to  diminish  the
distraction of the Executive by virtue of the personal  uncertainties  and risks
created  by a pending  or  threatened  Change in Control  and to  encourage  the
Executive's  full attention and  dedication to the Company  currently and in the
event of any  threatened  or  pending  Change in  Control,  and to  provide  the
Executive with  compensation and benefits  arrangements upon a Change in Control
which ensure that the  compensation  and benefits  expectations of the Executive
will be satisfied and that such  compensation  and benefits are competitive with
those of other corporations. Therefore, in order to accomplish these objectives,
the Board has caused the Company to enter into this Agreement.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

 1. Certain Definitions.

     For purposes of this Agreement:

     (a) An "Affiliate"  means any member of the same  affiliated  group (within
the meaning of Section  1504 of the Internal  Revenue  Code of 1986,  as amended
(the  "Code"),determined  without regard to Section  1504(b) of the Code),  that
includes the Company.

     (b) The Executive's  "Base Period  Compensation"  is (i) the average annual
"compensation"  (as defined  below) which was includible in his gross income for
his base period (i.e.,  his most recent five taxable years or such lesser number
of taxable  years or  portions  thereof  during  which the  Executive  performed
services for the Company  ending before the date of the Change in Control);  and
(ii) if Executive's  base period  includes a short taxable year or less than all
of a taxable year,  compensation for such short or incomplete taxable year shall
be annualized for the base period. (In annualizing  compensation,  the frequency
with which payments are expected to be made over an annual period shall be taken
into account.  Thus, any amount of  compensation  for such a short or incomplete
taxable year that represents a payment that would not be made more than once per
year shall not be  annualized).  For  purposes of this  definition,  Executive's
"compensation" is the salary and any cash bonus which was paid or was payable to
him by the Company or an Affiliate.

     (c) The "Commencement  Date" shall mean the first date during the Change in
Control Period (as defined in Section 1(d)) that a Change in Control (as defined
in Section 1(e)) occurs.

     (d) The "Change in Control Period" shall mean the period  commencing on the
date hereof and ending on the third  anniversary  of the date hereof;  provided,
however,  that  commencing on the first  anniversary of the date hereof,  and on
each successive annual anniversary of the date hereof (such date and each annual
anniversary thereof shall be hereinafter referred to as the "Renewal Date"), the
Change in Control  Period  shall be  automatically  extended so as to  terminate
three years from such Renewal Date, unless at least sixty (60) days prior to the
Renewal Date the Company shall give notice to the  Executive  that the Change in
Control Period shall not be so extended.


<PAGE>

     (e) "Change in Control" shall mean:

     (i) a "Board  Change"  which,  for purposes of this  Agreement,  shall have
occurred if a majority of the seats (not counting vacant seats) on the Company's
Board were to be occupied by  individuals  who were  neither (A)  nominated by a
majority of the Incumbent Directors nor (B) appointed by directors so nominated.
An  "Incumbent  Director"  is a member  of the  Board  who has been  either  (A)
nominated  by a majority of the  directors  of the Company then in office or (B)
appointed by directors so nominated,  but excluding,  for this purpose, any such
individual  whose  initial  assumption of office occurs as a result of either an
actual or threatened election contest or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board; or

     (ii) the acquisition by any individual, entity or group (within the meaning
of Section  13(d)(3)  or 14(d)(2) of the  Securities  Exchange  Act of 1934 (the
"Exchange  Act")) (a "Person") of  beneficial  ownership  (within the meaning of
Rule  13d-3  promulgated  under  the  Exchange  Act) of a  majority  of the then
outstanding  voting securities of the Company (the  "Outstanding  Company Voting
Securities");  provided,  however,  that the  following  acquisitions  shall not
constitute a Change in Control:  (A) any acquisition by the Company,  or (B) any
acquisition  by any  employee  benefit  plan (or  related  trust)  sponsored  or
maintained by the Company or any corporation  controlled by the Company,  or (C)
any public offering,  private  placement or other issuance by the Company of its
voting securities; or

     (iii) a merger or consolidation of the Company with another entity in which
neither  the  Company  nor  a   corporation   that,   prior  to  the  merger  or
consolidation,  was a subsidiary of the Company,  shall be the surviving entity;
or

     (iv) a merger  or  consolidation  of the  Company  following  which (A) the
Company  or a  corporation  that,  prior to the merger or  consolidation,  was a
subsidiary of the Company  shall be the  surviving  entity and (B) a majority of
the  Outstanding  Company Voting  Securities is owned by a Person or Persons who
were not beneficial  owners (within the meaning of Section  13(d)(3) or 14(d)(2)
of the Exchange Act) of a majority of the Outstanding  Company Voting Securities
immediately prior to such merger or consolidation; or

      (v) a voluntary or involuntary liquidation of the Company; or

     (vi) a sale or  disposition by the Company of at least 80% of its assets in
a  single  transaction  or a  series  of  transactions  (other  than a  sale  or
disposition  of assets to a  subsidiary  of the  Company  in a  transaction  not
involving a Change in Control or a change in control of such subsidiary).

     2. Employment Period.

     (a) Term of Employment.  Commencing on the Commencement  Date and ending on
the first  anniversary  of such date (the  "Employment  Period"),  the Executive
hereby  agrees to remain in the employ of the  Company,  and the Company  hereby
agrees to continue the Executive in its employ,  in accordance with, and subject
to,  the  terms  and  provisions  of this  Agreement,  in the  capacity  of Vice
President,  Finance and Treasurer, and subject to the general supervision of the
Chief  Financial  Officer  such  other  duties and  responsibilities  as are not
inconsistent with the express terms of this Agreement.

                                       2
<PAGE>

     (b) Position and Duties.

     (i) During the Employment Period, (A) the Executive's  position  (including
status,  offices,  titles and  reporting  requirements),  authority,  duties and
responsibilities  shall be in  accordance  with  Section 2(a) hereof and (B) the
Executive's  services shall be performed at the location where the Executive was
employed immediately  preceding the Commencement Date or any office which is the
headquarters  of the  Company  and is less than  fifteen  (15)  miles  from such
location.

     (ii) During the  Employment  Period,  and excluding any periods of vacation
and sick leave to which the  Executive  is  entitled,  the  Executive  agrees to
devote  reasonable  attention  and  time  during  normal  business  hours to the
business  and affairs of the Company  and, to the extent  necessary to discharge
the responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable   best   efforts  to  perform   faithfully   and   efficiently   such
responsibilities.  During the  Employment  Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate,  civic or charitable
boards or committees,  (B) deliver  lectures,  fulfill  speaking  engagements or
teach at educational institutions,  and (C) manage personal investments, so long
as such  activities do not interfere  with the  performance  of the  Executive's
responsibilities  as  an  employee  of  the  Company  in  accordance  with  this
Agreement.

     (c) Compensation.

     (i) Base Salary. During the Employment 'Period, the Executive shall receive
an annual base salary ("Annual Base Salary") in an amount at least equal to that
which he was receiving immediately prior to the Change in Control.

     (ii)  Incentive,  Savings  Retirement  and Stock Option  Plans.  During the
Employment  Period,  the  Executive  shall be  entitled  to  participate  in all
incentive,  savings, retirement and stock option plans, practices,  policies and
programs applicable generally to other peer executives of the Company, but in no
event shall such plans,  practices,  policies and programs provide the Executive
with  opportunities  and  benefits  less  favorable  than  those in  effect  and
applicable to the Executive immediately preceding the Change in Control.

     (iii) Benefit Plans. During the Employment Period, the Executive and/or the
Executive's  family,  as the case may be, shall be eligible for participation in
and shall receive all benefits under welfare benefit plans, practices,  policies
and programs provided by the Company (including,  without  limitation,  medical,
prescription, dental, disability, salary continuance, employee life, group life,
accidental death and travel accident insurance plans and programs) to the extent
applicable  generally to other peer  executives of the Company,  but in no event
shall such plans,  practices,  policies and programs  provide the Executive with
benefits  which are less  favorable  than such plans,  practices,  policies  and
programs in effect and  applicable  to the Executive  immediately  preceding the
Change in Control.

     (iv)  Expenses.  During  the  Employment  Period,  the  Executive  shall be
entitled to receive prompt  reimbursement for all reasonable  employment related
expenses  incurred by the Executive in accordance  with the policies,  practices
and  procedures of the Company which shall not be less  favorable  than those in
effect immediately preceding the Change in Control.

     (v) Office and Support Staff.  During the Employment  Period, the Executive
shall be entitled to an office or offices of a size and with furnishings, and to
exclusive  personal  secretarial and other  assistance,  which shall be at least
equal to that provided to the Executive by the Company immediately preceding the
Change in Control.

                                       3
<PAGE>

     (vi) Vacation.  During the Employment Period Executive shall be entitled to
paid  vacations  at least  equal to that to which  the  Executive  was  entitled
immediately preceding the Change in Control.

     (vii) Options.  Upon a Change in Control all options to purchase  shares of
the Company's  Common Stock held by Executive  (the  "Options"),  whether or not
vested,  shall vest and  become  exercisable  in  accordance  with  their  terms
immediately prior to the effective date of such Change in Control (and Executive
will be provided a reasonable opportunity to exercise such Options prior to such
effective  date),  notwithstanding  anything to the  contrary  contained  in the
option certificates or any plan covering the Options (collectively, the "Plan").
Upon a Change in Control all Options held by Executive  shall be  exercisable in
accordance  with their terms for such  securities or property to which Executive
would have been  entitled had  Executive  exercised  such Options  prior to such
Change in Control,  notwithstanding  anything to the  contrary  contained in any
Plan  covering  such  Options.  Upon a Change in  Control  pursuant  to  Section
1(e)(iii)  or 1(e)(v),  all Options  held by  Executive,  whether or not vested,
shall terminate as of the effective date of such Change in Control to the extent
not previously exercised,  provided that Executive shall have been provided with
a reasonable  opportunity to exercise such options prior to such effective date,
notwithstanding  anything to the contrary  contained in the Plan  covering  such
Options.

         3.       Termination of Employment.

     (a)  Death  or  Disability.  The  Executive's  employment  shall  terminate
automatically  upon the Executive's  death during the Employment  Period. If the
Company  determines  in good  faith that the  Disability  of the  Executive  has
occurred during the Employment  Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 3(d) of its intention to terminate the Executive's  employment.  In such
event, the Executive's  employment with the Company shall terminate effective on
the 30th day after  receipt of such  notice by the  Executive  (the  "Disability
Effective Date"), provided that, within the thirty (30) days after such receipt,
the  Executive  shall  not  have  returned  to  full-time   performance  of  the
Executive's  duties.  For purposes of this Agreement,  "Disability" shall mean a
physical or mental  condition  which  prohibits  Executive  from  performing his
duties hereunder for a continuous six (6) month period or for a total of six (6)
months during any eighteen (18) month period.

     (b) Just Cause. Executive's employment may be terminated by the Company for
Just Cause. For purposes hereof, "Just Cause" shall mean:

     (i) the  commission by Executive of a willful act of material  fraud in the
performance of his duties on behalf of the Company; or

     (ii) the  conviction of Executive for  commission of a felony in connection
with the performance of his duties on behalf of the Company.

     Prior to  termination  for Just Cause,  the Board shall by a majority  vote
have  declared  that  Executive's  termination  is for Just  Cause  specifically
stating the basis for such determination.

                                       4
<PAGE>

     (c) Good Reason. Executive's employment during the Employment Period may be
terminated by Executive  with Good Reason.  For purposes  hereof,  "Good Reason"
shall mean:

     (i) the assignment to Executive of any duties of lesser status, dignity and
character  than his  duties  immediately  prior to the  Change in  Control  or a
substantial reduction in the nature or status of his responsibilities from those
in effect immediately prior to the Change in Control;

     (ii) any failure by the Company to comply  with the  provisions  of Section
2(c);

     (iii)  relocation of  Executive's  office to a location  which is more than
fifteen (15) miles from the location in which Executive  principally  worked for
the Company immediately prior to the Change in Control; or his being required by
the Company in order to perform duties of  substantially  equal status,  dignity
and  character to those duties he performed  immediately  prior to the Change in
Control to travel on the Company's  business to a  substantially  greater extent
than is consistent with his business travel  obligations  immediately prior to a
Change in Control;

     (iv) the failure by the Company to comply with Section 6(a),  provided that
the successor has received at least twenty (20) days' prior written  notice from
the Company or the Executive of the requirements of Section 6(a); or,

     (v) the voluntary  termination  by the Executive for any reason at any time
after the 180th day immediately following a Change in Control.

     For purposes of this  Sections 3(c) any good faith  determination  of "Good
Reason"  made by the  Executive  shall  in all  cases be  conclusive;  provided,
however, that for purposes of Sections 3(c)(i),  (ii), (iii) and (iv), Executive
shall have given the  Company  prior  written  notice  thereof and not less than
twenty (20) days to cure such "Good Reason".

     (d) Notice of Termination. Any termination by the Company for Just Cause or
by the Executive for Good Reason shall be  communicated by Notice of Termination
to the other party  hereby given in  accordance  with Section 7. For purposes of
this  Agreement,  a "Notice of  Termination"  means a written  notice  which (i)
indicates the specific termination provision in this Agreement relied upon, (ii)
to the  extent  applicable,  sets  forth in  reasonable  detail  the  facts  and
circumstances  claimed to  provide a basis for  termination  of the  Executive's
employment  under the  provision so indicated  and (iii)  specifies  the Date of
Termination  (as defined  below)  (which date shall be not more than thirty (30)
days after the giving of such  notice).  The  failure  by the  Executive  or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes  to a showing of Good Reason or Just Cause shall not waive any right
of the  Executive  or the Company  hereunder  or preclude  the  Executive or the
Company from asserting such fact or circumstance in enforcing the Executive's or
the Company's rights hereunder.

     (e) Date of Termination.  "Date of Termination"  means the date the Company
or the  Executive  specifies  as the  date  of  termination  in  the  Notice  of
Termination or if the Executive's employment is terminated by reason of death or
Disability,  the Date of Termination shall be the date of death of the Executive
or the Disability Effective Date, as the case may be.

     4. Obligations of Company upon Termination.

     (a)  Termination  by Company for Just Cause.  If at any time on or prior to
the 180th day following the Commencement Date, the Executive's  employment shall
be terminated by the Company for Just Cause,  then,  Executive shall receive all
then  accrued  pay,  benefits,   executive  compensation  and  fringe  benefits,
including  (but not limited  to),  pro rata bonus and  incentive  plan  earnings
through the Date of Termination,  plus the amount of any compensation previously
deferred by the Executive,  in each case to the extent  theretofore  unpaid. The
foregoing  payments and benefits  shall be deemed  compensation  payable for the
duties to be performed by Executive  pursuant to Section 2. If at any time after
the 180th day following the Commencement Date, the Executive's  employment shall
be  terminated  by the  Company  for Just  Cause,  then the  Executive  shall be
entitled to the payment and benefits described in Section 4(b), below.

                                       5
<PAGE>

    (b) Termination by Executive for Good Reason; Termination by the Company at
Any Time Other Than For Just  Cause;  Termination  by the Company For Just Cause
After the 180th Day Following the Commencement Date; Termination Upon Expiration
of the Employment  Period.  If (i) the Company shall  terminate the  Executive's
employment  at any time other than for Just Cause;  or,  (ii) the Company  shall
terminate  Executive's  employment  for Just Cause after the 180th day following
the Commencement Date; or, (iii) the Executive shall terminate his employment at
any time for Good Reason;  or (iv) the  Executive's  employment with the Company
shall terminate upon the expiration of the Employment Period, in addition to any
other sums, benefits or compensation otherwise payable to him by the Company:

     (i) Executive  shall receive,  no later than the next pay period  following
the Date of Termination,  all then accrued pay, benefits, executive compensation
and fringe  benefits,  including  (but not limited  to),  his pro rata bonus and
incentive plan earnings accrued through the Date of Termination, plus the amount
of any compensation  previously  deferred by the Executive,  in each case to the
extent theretofore unpaid;

     (ii) Executive shall receive, at the Company's expense, medical, health and
disability benefits which are substantially  similar to the benefits the Company
is providing  him  immediately  preceding  the Change in Control for a period of
thirty-six (36) months immediately following the Date of Termination;

    (iii)  Executive  shall receive an amount equal to one dollar less than the
sum of (A) 300% of his Base Period  Compensation,  plus (B) interest thereon for
the period  beginning  on the  Commencement  Date  through  the date or dates of
payment,  at a rate equal to 120% of the  applicable  Federal  rate,  determined
under Section 1274(d) of the Code, compounded semiannually.

     (iv) Except in the case of a termination by the Company for Just Cause or a
voluntary  termination  by the  Executive in  accordance  with Section  3(c)(v),
Executive  shall  receive the  balance of all pay,  benefits,  compensation  and
fringe  benefits,  including  (but not limited to),  pro rata salary,  bonus and
incentive plan earnings payable through the remainder of the Employment  Period;
and,

     (v) Except in the case of a termination  by the Company for Just Cause or a
voluntary  termination  by the  Executive in  accordance  with Section  3(c)(v),
Executive shall be entitled to a private office with furnishings and secretarial
and  other  reasonable  services  for the  period  beginning  with  the  Date of
Termination and ending on the first anniversary thereof.

     The foregoing  payments and benefits shall be deemed  compensation  payable
for duties to be performed  by  Executive  pursuant to Section 2. Except for the
payments and benefits described in Sections 4(b)(i),  4(b)(ii),  and 4(b)(v) the
sums due pursuant to this Section 4(b) shall be paid in one lump-sum  payable no
later than sixty (60) days after the Date of Termination.  All sums of money due
hereunder   shall  be  subject  to   appropriate   withholding   and   statutory
requirements.  Executive  shall not be required  to  mitigate  the amount of any
payment  provided  for in this  Section  4(b) by  seeking  other  employment  or
otherwise. Notwithstanding anything stated in this Section 4(b) to the contrary,
Company  shall not be  required to provide  medical,  health  and/or  disability
benefits  to the extent  such  benefits  would  duplicate  benefits  received by
Executive in connection with his employment with any new employer.

                                       6
<PAGE>

     The  determination  of the amounts and  benefits  payable to the  Executive
pursuant to Sections  4(b)(i),  4(b)(iii) and 4(b)(iv) (the  "Combined  Amount")
shall first be made by the Company in good faith,  and the Company  shall notify
the  Executive  of the  Combined  Amount as soon as  possible  after the Date of
Termination,  but in no event  later  than  forty-five  (45)  days  prior to the
payment  date of the sums due  under  Section  4(b)(iii)  and  4(b)(iv).  If the
Executive  disagrees with the Company's  determination  of the Combined  Amount,
then within ten (10) days after the date of such  notification to the Executive,
the Executive shall notify the Company of such disagreement,  the extent of such
disagreement  (the  "Disputed  Amount") and the amount that is  undisputed  (the
"Undisputed  Amount").  The  Undisputed  Amount  shall  be paid in one  lump-sum
payable sixty (60) days after the Date of  Termination,  subject to  appropriate
withholding  and  statutory  requirements.  If the  Company  disagrees  with the
Executive's  determination  of the  Combined  Amount,  then within ten (10) days
after the date of such  notification to the Company,  it shall furnish Executive
with a  written  appraisal  of the  Combined  Amounts  (the  "First  Appraisal")
prepared by an independent certified public accountant regularly employed by the
Company  (the  "First  Appraiser").  If  Executive  disagrees  with the  amounts
determined  pursuant  to the First  Appraisal,  then  within ten (10) days after
notice of the First  Appraisal,  he shall  furnish  the  Company  with a written
appraisal  of the  Combined  Amount  (the  "Second  Appraisal")  prepared  by an
independent  certified public  accountant (the "Second  Appraiser").  Within ten
(10) days after  notice of the Second  Appraisal,  the First  Appraiser  and the
Second  Appraiser  shall meet and shall  endeavor,  within ten (10) days of such
meeting,  to agree upon the  Combined  Amount and  notify  the  Company  and the
Executive thereof; provided,  however, that if they are unable to agree upon the
Combined Amount,  then,  within (10) days of such meeting,  they shall engage an
independent  certified public accountant (the "Third  Appraiser") and notify the
Company and the  Executive of their  engagement  of the Third  Appraiser,  whose
determination of the Combined Amount,  if any, shall be final and conclusive and
binding on the Company and the  Executive.  Within ten (10) days after notice of
such  engagement,  the Third  Appraiser  shall determine the Combined Amount and
notify the Company and the Executive of his determination  (the "Final Amount").
Except for the benefits  described in Sections  4(b)(ii) and 4(b)(v),  the Final
Amount, as adjusted by any prior payment of the Undisputed Amount or any payment
made pursuant to Section  4(b)(i),  shall be paid in one lump-sum payable on the
later of (i) sixty (60) days after the Date of Termination,  or (ii) twenty (20)
days  after  notification  of the  Final  Amount,  in  either  case  subject  to
appropriate  withholding and statutory  requirements;  provided,  however,  that
notwithstanding  the foregoing,  the Executive  shall have the option to decline
the benefits  described in Section 4(b)(ii) no later than ten (10) days prior to
such payment date.

     (c)  Disability  or  Death.  If  the  Executive's   employment  during  the
Employment  Period  is  terminated  at any  time by  reason  of the  Executive's
Disability or death, this Agreement shall terminate without further  obligations
to the Executive, his estate or legal representative, as the case may be, except
that the Company  shall (i) pay to  Executive  within  sixty (60) days after the
Date of  Termination  (A)  amounts  due and owing  under  Sections  4(b)(i)  and
4(b)(iii) and (B)  Executive's  Annual Base Salary for the lesser of the six (6)
month period  following the Date of Termination or the remaining  portion of the
Employment  Period,  reduced in the case of  Disability  by amounts  received by
Executive under any employee disability policy maintained by the Company for the
benefit  of  Executive  and  (ii)  provide   Executive,   his  estate  or  legal
representative,  as the  case may be,  with the  benefits  provided  by  Section
4(b)(ii).

     5. Nonexclusivity of Rights.

     Nothing in this Agreement shall prevent or limit the Executive's continuing
or future participation in any plan, program, policy or practice provided by the
Company and for which the Executive may qualify, nor shall anything herein limit
or otherwise  affect such rights as the Executive may have under any contract or
agreement  with the  Company.  Amounts  which are vested  benefits  or which the
Executive is otherwise entitled to receive under any plan,  policy,  practice or
program of or any contract or agreement with the Company at or subsequent to the
Date of  Termination  shall be payable  in  accordance  with such plan,  policy,
practice or program or contract or agreement,  except as explicitly  modified by
this Agreement.

                                       7
<PAGE>

     6. Successors; Binding Agreement.

     (a) The Company will require any successor  (whether  direct or indirect by
purchase, merger, consolidation or otherwise, to all or substantially all of the
business and/or assets of the Company) to expressly  assume and agree to perform
this  Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place.

     (b) This  Agreement  shall  inure to the benefit of and be  enforceable  by
Executive's  personal  or  legal  representatives,   executors,  administrators,
successors, heirs, distributees, devisees and legatees.

     7.  Notices.  All  notices,  requests,  demands  and  other  communications
provided for by this  Agreement  shall be in writing and shall be deemed to have
been given when delivered by hand and  acknowledged by receipt or when mailed at
any general or branch  United  States Post Office  enclosed in a  registered  or
certified postpaid envelope and addressed to the address of the respective party
stated  below or to such changed  address as the party may have  provided to the
other party by notice in accordance herewith.

         If to the Company:

         Osteotech, Inc.
         51 James Way
         Eatontown, New Jersey 07724
         Attention: Corporate Secretary

         With a copy to:

         Dorsey & Whitney LLP
         250 Park Avenue
         New York, NY 10177
         Attn: Kevin T. Collins, Esq.


         If to the Executive:

         Mark H. Burroughs
         204 Churchill Downs Court
         Mt. Laurel, NJ 08054


     8. Miscellaneous.  This Agreement may not be waived, modified or discharged
unless such waiver, modification or discharge is agreed to in writing and signed
by Executive and such officers of the Company as may be specifically  designated
by its Board.  The failure of either  party to this  Agreement  to object to any
breach  by the other  party or the  non-breaching  party's  conduct  or  conduct
forbearance shall not constitute a waiver of that party's rights to enforce this
Agreement.  No waiver by either  party  hereto at any time of any  breach by the
other party hereto of, or  compliance  with,  any condition or provision of this
Agreement  to be  performed  by such other party shall be deemed a waiver of any
subsequent breach by such other party or any similar or dissimilar provisions or
conditions at the same or any prior or subsequent time.  Except for that certain
employment  agreement  dated as of  november  1,  2000 and  entered  into by and
between  the  Company  and  the  Executive  (the  "Employment  Agreement"),   no
agreements  or  representations,  oral or  otherwise,  express or implied,  with
respect to the subject  matter  hereof have been made by either  party which are
not expressly set forth in this Agreement.  The Company and Executive agree that
to the extent any of the terms of the  Employment  Agreement and this  Agreement
conflict, it is their intention that Executive in each case receive the benefits
under that agreement  which is most favorable to the Executive.  In this regard,
it is expressly  agreed that the terms of this Agreement that relate to a Change
in Control (as defined in this Agreement) shall be controlling over the terms of
the  Employment  Agreement  that  relate to a Change in Control.  The  validity,
interpretation, construction and performance of this Agreement shall be governed
by the internal  laws of the State of New Jersey,  without  giving any effect to
any conflict of laws.

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     9.  Severability.  The invalidity or  unenforceability  of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this Agreement.

     10.  Survival.  The  obligations of the parties under this Agreement  shall
survive the term of this Agreement.

     11.  EMPLOYMENT  PRIOR TO CHANGE IN CONTROL.  THE EXECUTIVE AND THE COMPANY
ACKNOWLEDGE THAT, EXCEPT AS OTHERWISE PROVIDED IN THE EMPLOYMENT  AGREEMENT,  OR
ANY RENEWAL,  EXTENSION OR REPLACEMENT  THEREOF, THE EMPLOYMENT OF THE EXECUTIVE
BY THE COMPANY IS, AND PRIOR TO THE  COMMENCEMENT  DATE WILL CONTINUE TO BE, "AT
WILL" AND,  PRIOR TO THE  COMMENCEMENT  DATE,  MAY BE  TERMINATED  BY EITHER THE
EXECUTIVE  OR THE  COMPANY AT ANY TIME UPON  SIXTY  (60) DAYS'  PRIOR TO WRITTEN
NOTICE.  MOREOVER, IF PRIOR TO THE COMMENCEMENT DATE, THE EXECUTIVE'S EMPLOYMENT
WITH THE COMPANY  TERMINATES,  THEN THE EXECUTIVE  SHALL HAVE NO FURTHER  RIGHTS
UNDER THIS AGREEMENT.

                                 OSTEOTECH, INC.
                                 By:  /s/ RICHARD W. BAUER
                                 Name:  Richard W. Bauer
                                 Title:  Chief Executive Officer

                                 EXECUTIVE
                                 By:  /s/ MICHAEL H. BURROUGHS
                                 Name:  Michael H. Burroughs
                                 Title:  Vice President, Finance and Treasurer


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