Exhibit 10.1
                                                                    ------------

                           EXECUTIVE EMPLOYMENT AGREEMENT
                           ------------------------------

         EMPLOYMENT AGREEMENT,  made as of the 14th day of January, 2000, by and

between Spencer J. Volk (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.

                              W I T N E S S E T H:
                              - - - - - - - - - --

         WHEREAS,  the  Executive  is  currently  employed by the Company as its

President  and  Chief  Executive  Officer,  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 its President and Chief Executive Officer.  The

Executive represents and warrants to the Company that, subject to the provisions

of  Section  17.8  hereof,  he has full power and  authority  to enter into this

Agreement  and that he is not under any  obligation  of a  contractual  or other

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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 President and Chief  Executive

Officer of the Company and as a member of its Board of Directors when elected as

such, will have general  executive  supervision over the property,  business and

affairs  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 President and Chief Executive

Officer,  as may  reasonably  be assigned to him by the Board of  Directors.  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 Board of Directors 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 places of employment shall be in and around the

Columbia,  Maryland area and the Chicago,  Illinois  area, but the duties of the

Executive  shall include such visits to the Company's  Affiliates,  research and

development  partners,   product  and  clinical  trial  test  sites,  customers,

investment and other bankers, in each case at the expense of the Company, as the

Executive   determines  is  reasonably   required  in  the  performance  of  the

Executive's responsibilities.

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         2.       Term.
                  -----

                  2.1 The Term of this  Agreement will commence as of January 1,

2000 and will  terminate at the close of business on December  31, 2002,  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  six  months  prior to the end of the Term or any

Renewal Term of the election of the  Corporation  or the  Executive to terminate

the  employment  of the  Executive  at the end of the Term or the  then  current

Renewal Term.

         3.       Base Salary.
                  ------------

                  3.1 For all  services  performed by the  Executive  under this

Agreement,  the Executive  shall be paid a base salary  ("Base  Salary") for the

Company's  fiscal year 2000 at the annual rate of $240,000.  The Base Salary for

fiscal year 2001 and all  subsequent  fiscal  years shall be the greatest of (i)

one hundred five percent  (105%) of the Base Salary for the prior  fisscal year;

(ii) the product of the multiplication of the Base Salary during the fiscal 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; (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; or (iv) $360,000.

                  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.

                                       -3-


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                  3.3 The Company  reserves the right to pay the  Executive on a

current basis at an annual salary rate of no more than $240,000.  Any unpaid sum

will accrue as an unpaid  obligation owed to the Executive,  and that obligation

of the Company will be evidenced not more often than once each calendar  quarter

by a junior  convertible  note issued by the Company bearing  interest at 8.75%,

payable  interest only at the end of each calendar  quarter until  September 30,

2001.  From and after  October 1, 2001,  the  Company  will pay the  outstanding

principal  amount  owed to the  Executive  in  four  quarterly  installments  of

principal and related  interest;  provided,  however,  that if, at any time, the

Company  achieves  annual revenues of $2,500,000 or more, then the unpaid salary

obligations to the Executive (and related  interest)  shall be paid in full, and

from and after  achieving that annual  revenue,  the Company's  right to pay the

Executive at any rate other than the then  applicable  salary rate shall expire.

At the  option  of  the  Executive,  however,  he may  convert  the  outstanding

principal  amount and related interest owing to him (whether or not evidenced by

a note)  into  Common  Stock at a price  equal to eighty  (80%)  percent  of the

average  closing  price of the Common Stock during any ten  consecutive  trading

days (selected by the Executive) within the forty trading days prior to the date

of conversion.

         4.       Option to Acquire Bonus Shares.
                  -------------------------------

                  4.1 The Company hereby agrees to grant to Executive as a bonus

an option to acquire four hundred fifty (450,000)  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 exercise  price for each Bonus Share

shall be the average of the closing price of the  Company's  Common Stock during

the fiscal quarter ended December 31, 1999. Two hundred fifty (250,000) thousand

of the Bonus Shares may be acquired by Executive on or after March 15, 2000, and

                                       -4-


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one hundred (100,000)  thousand of the Bonus Shares may be acquired by Executive

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 acquire the Bonus  Shares  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 as Bonus  Shares.

No fractional shares or scrip representing  fractional shares shall be issued as

Bonus  Shares.  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  unless  there  shall  be  a  specific

affirmative agreement to do so by an investment banking firm which has agreed to

serve as  underwriter  of a public cash  offering of the  Company's  securities.

Bonus  Shares 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 the Bonus Shares 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 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-


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         5. Incentive Compensation.  As incentive compensation to Executive, the

Company hereby grants to Executive the right to acquire from the Company,  on an

original  issue basis,  an aggregate of seven hundred  (700,000)  thousand fully

paid and non-assessable  shares of Common Stock (the "Incentive  Shares") 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)  December

31, 2004 (the  "Expiration  Date"),  upon notice to the Company at its principal

office at  10220-I  Old  Columbia  Road,  Columbia,  MD  21046-1705,  Attention:

Treasurer (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  exercise 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  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: 150,000 shares)

                                    > Execution  and  delivery  of an  agreement

with one or more strategic  partners to the Company  providing for the marketing


                                       -6-


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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: 150,000 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 heat. (Tranche: 150,000 shares). Only

300,000  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: 150,000 shares)

                                    > Obtaining  pre-marketing approval from the

United  States  Food  and  Drug  Administration  for  commercialization  of  the

Company's breast cancer treatment system. (Tranche: 150,000 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.

         A.       Purchase  Price.The  purchase  price  per  share  shall  be as

                  follows:

                  On achieving the first Milestone,        $0.80 per share;

                  On achieving the second Milestone,       $1.00 per share;

                  On achieving the third Milestone,        $1.20 per share;

                  On achieving the fourth Milestone,       $1.40 per share, and

                  On achieving the fifth Milestone,        $1.60 per share.


                                       -7-


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         B.       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 Incentive  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.


                                       -8-


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         C.       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.

         D.       Vesting.  Incentive  Shares shall vest in the  Executive  upon

                  issuance.

         E.       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).

                  (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 Purchase 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.

                                       -9-


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                  (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  Price in  effect  on the date  hereof  and

         dividing the product so obtained by the new Purchase Price.

         F.       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


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                  (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.

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         8.       Employee Benefit Programs, etc.
                  -------------------------------

                  8.1 The Company shall provide the Executive with an automobile

(or at Employee's option, a cash allowance in the amount of $450.00 per month in

lieu thereof) for use in the performance of Executive's duties, along with fuel,

fluids  and  maintenance,  upon such terms and  conditions  as are  approved  by

Company.  The Company will also either provide or pay or reimburse the Executive

for the costs of a cellular telephone.

                  8.2 The Company  shall  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 The Company shall obtain at its expense,  and shall be the

owner of, a policy on the life of the  Executive in the amount of Three  Million

($3,000,000) Dollars, naming the Company as the beneficiary.

                  8.4 In  addition  to the  life  insurance  to be  provided  in

accordance  with  paragraph  8.3,   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  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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                  8.5 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) a pro-rated  portion of the Bonus Shares payable under

Section 4.

                  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  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

                                      -13-


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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.

                  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 the Bonus  Shares  payable in  accordance

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with Section 4 for the fiscal year in which such Disability occurs, pro-rated by

multiplying the Bonus Shares otherwise issuable by a fraction,  the numerator of

which is the number of days the Executive  was employed  during such fiscal year

and the denominator of which is 365.

         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 (ii) or (iv) unless

         (a) the  Executive has received at least 15 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 30 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

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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 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's

authority,  powers,  duties or responsibilities,  or a reduction in the level of

support  services or staff,  then,  whether or not such change  would  otherwise

constitute  a breach of this  Agreement by the Company,  this  Agreement  may be

terminated by notice given by the  Executive,  specifying  the Change of Control

and significant adverse change or changes.

                 11.3  Upon the termination of this Agreement in accordance with

Section 11.2 above, the Executive will be entitled, without any duty to mitigate

damages, to:

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

                           termination; and

                       (b) The full number of unissued Bonus Shares  pursuant to

                           Section 4;

                       (c) A  severance  payment  equal to 2.99  times  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.

                  11.4 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.

                                      -16-


<PAGE>



         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,  then,  for  purposes  of

establishing  the rights of the Executive upon such  termination,  the Executive

shall be entitled to receive:

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

                  termination; and

                       (b)   the full and absolute ownership of all Bonus Shares

                  previously  delivered to him, subject to the provisions of the

                  securities laws of the United States, but without the specific

                  limitations set forth in Section 4 hereof.

                                      -17-
<PAGE>

                  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


                                      -18-


<PAGE>


                  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 the such period or during the 12 calendar  months

immediately preceding such termination,  or (ii) in any way cause,  influence or


                                      -19-


<PAGE>




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.

                                      -20-


<PAGE>

                  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.

                                      -21-


<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 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
                                            Attn:    Kevin J. Lake


         If to Executive:                   Spencer J. Volk
                                            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 or 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


                                      -22-


<PAGE>




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,


                                      -23-


<PAGE>


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 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.
                                      -24-


<PAGE>


         17.8 Effective on the execution and delivery of this Agreement, each of

the  Company  and the  Executive  agrees  that the prior  agreement  between the

parties  dated the 11th day of May,  1997, as in effect prior to the date hereof

shall  cease to be of  further  force  and  effect,  except to the  extent  that

separate  written  arrangements  between the Executive and the Company have been

agreed to reflect  modifications in certain of the terms of that prior agreement

requested by the Company and agreed by the Executive.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as

of the date first above written.

                                CELSION CORPORATION

                                By:  /s/ Augustine Y.  Cheung
                                     -------------------------
                                     Augustine Y. Cheung, Chairman

                                     /s/ Spencer J.  Volk
                                     --------------------
                                     Spencer J. Volk


                                      -25-