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                                                                   Exhibit 10.25

                            M.H. MEYERSON & CO., INC.
                                  FOUNDED 1960
                          BROKER & DEALER IN SECURITIES
                                  UNDERWRITERS

                              NEWPORT OFFICE TOWER
        525 WASHINGTON BLVD. * P.O. BOX 260 * JERSEY CITY, NJ 07303-0260
       201-459-9500 * 800-8888118 * FAX 201-459-9521 * www.mhmeyerson.com


Dr. Augustine Y. Cheung, PhD
Chairman & Chief Scientific Officer
Celsion Corporation
10220-I Old Columbia Road
Columbia, MD 21046-1785

Dear Dr. Cheung:

     THIS AGREEMENT (the "AGREEMENT") is made as of January 17, 2001 between
Celsion Corporation ("CELSION") and M.H. Meyerson & Co., Inc. ("MEYERSON").

     In consideration of the mutual covenants contained herein and intending to
be legally bound thereby, CELSION and MEYERSON hereby agree as follows.

     1.   MEYERSON will perform investment banking services, on a non-exclusive
          basis, for CELSION on the terms set forth below for a period of five
          years from the date hereof or such shorter period as this AGREEMENT
          shall remain in effect (the "TERM"). Such services will be performed
          on a best efforts basis and will include, without limitation,
          assistance to CELSION in mergers, acquisitions, and internal capital
          structuring and the placement of new debt and equity issues of CELSION
          all with the objective of accomplishing CELSION's business and
          financial goals. In each instance, MEYERSON shall endeavor, subject to
          market conditions, to assist CELSION in identifying corporate
          candidates for mergers and acquisitions and sources of private and
          institutional funds; to provide planning, structuring, strategic and
          other advisory services to CELSION; and to assist in negotiations on
          behalf of CELSION. `11MEYERSON will have the option to perform all
          financings to be done by CELSION for as long as this AGREEMENT is in
          effect; provided, however, that in the event that, within a period of
          five (5) business days following the initial proposal of any such
          financing, during which time the parties shall negotiate in good faith
          to arrive at mutually acceptable terms under which MEYERSON will
          perform such financing, MEYERSON and CELSION are unable to agree to
          such mutually acceptable terms, MEYERSON's right of first refusal for
          the proposed financing shall expire and be of no further force and
          effect and CELSION thereafter shall be permitted to engage others to
          perform such financing. In each instance, MEYERSON will render such
          services as to which CELSION and MEYERSON mutually agree and MEYERSON
          will exert its best efforts to accomplish the goals agreed to by
          MEYERSON and CELSION.

     2.   In connection with the performance of this AGREEMENT, MEYERSON and
          CELSION shall comply with all applicable laws and regulations,
          including, without limitation, those of the National Association of
          Securities Dealers, Inc. and the Securities and Exchange Commission.

     3.   In consideration of the services previously rendered and to be
          rendered by MEYERSON hereunder, MEYERSON is hereby granted five-year
          MEYERSON Warrants to purchase, at a price of $1.75 per share, a total
          of 300,000 shares of common stock of CELSION, with registration rights
          as set forth in paragraph 4 below The MEYERSON Warrants shall also
          entitle MEYERSON to receive one additional Warrant to purchase one
          additional share of common stock at $5.00 per share for every two
          original MEYERSON Warrants exercised at $1.75. In any event, the
          MEYERSON Warrants


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          shall vest and become irrevocable immediately upon the signing of this
          AGREEMENT and expire five years thereafter. MEYERSON shall have, at
          MEYERSON's discretion, both a cashless exercise option to exercise the
          Warrants and rights of registration as described in paragraph 4 below.
          If the cashless exercise option is exercised, it would be accomplished
          by surrendering the vested Warrants and replacing them with shares of
          CELSION common stock as provided herein. The amount of shares of
          common stock of CELSION to be issued and the number of shares
          underlying Warrants to be surrendered in payment therefore will be
          based on the fair market value per share valued at the average of the
          daily closing price for the twenty (20) consecutive trading days
          immediately preceding the date of exercise. The presentation of a copy
          of this AGREEMENT by MEYERSON, together with a request that part or
          all of the Warrant be exercised and a direction that the appropriate
          number of shares be withheld to pay the exercise price, shall be
          deemed to be the surrender of such number of shares for purposes of
          exercising the cashless exercise option including the Warrants.

     4.   (a)  Within one hundred eighty (180) calendar days following the
               execution of this Agreement, and without any specific request or
               demand from MEYERSON, CELSION shall use its best efforts to file
               a Registration Statement on Form S-3 with the Securities and
               Exchange Commission pursuant to the Securities Act of 1933, as
               amended (the" ACT") covering the resale, by MEYERSON, of the
               shares of Celsion common stock underlying all of the MEYERSON
               Warrants; provided, however, that the failure, by CELSION, to
               file such a Registration Statement within such 180-day period
               shall not be deemed to be a breach of this AGREEMENT so long as
               CELSION continues to use its best efforts to file the
               Registration Statement as promptly as practicable thereafter.
               CELSION shall use its best efforts to cause such Registration
               Statement to be declared effective as promptly as practicable
               following the filing thereof and to maintain the effectiveness of
               such Registration Statement until the first to occur of (1) the
               date when all of the shares underling the Warrants have been sold
               pursuant to an effective registration statement or to Rule 144
               under the ACT or are subject to sale pursuant to such Rule 14 or
               (2) the fifth anniversary of the date of this AGREEMENT.
               Additionally, if CELSION during the period from January 17, 2002
               to January 17, 2006 files a Registration Statement covering the
               sale of any of CELSION's common stock, then CELSION on each such
               occasion, at the request of the holders of at least 51% of the
               shares and warrants constituting the MEYERSON EQUITY, shall
               include in any such Registration Statement, at CELSION's expense,
               the MEYERSON SHARES, provided that, if the sale of securities by
               CELSION is being made through an underwriter and the underwriter
               objects to inclusion of the MEYERSON SHARES in the Registration
               Statement, the MEYERSON SHARES shall not be so included in the
               Registration Statement or in any registration statement filed
               within 90 days after thc effective date of the underwritten
               Registration Statement.

          b.   In addition to the exercise format described in paragraph (a)
               above, if the underlying shares of CELSION common stock are not
               then covered by an effective S-3 or other registration statement,
               an additional registration route shall also be available to
               MEYERSON, at their sole discretion, which shall be as follows:
               during the period from January 17, 2002 to January 17, 2006 the
               holders of at least 51% of (i) the MEYERSON Warrants (without
               regard to any Warrants exercisable at $5.00 which may be
               issuable, but have not then been issued, upon the exercise of
               Warrants exercisable at $1.75) not then exercised; and (ii) the
               shares previously issued upon exercise of any of the MEYERSON
               Warrants (including any Warrants exercised at $5.00)
               (hereinafter, collectively, the "MEYERSON EQUITY",) excluding any
               shares theretofore sold pursuant to an effective registration
               statement or to Rule 144 under the ACT or which are subject to
               sale pursuant to such Rule 144, may demand, on one occasion only,
               that CELSION at CELSION's expense (except that MEYERSON shall
               bear the cost of its counsel and of any brokers' commission or
               discounts and similar items in connection with such public
               offering), promptly file a Registration Statement under the ACT
               to permit a public resale offering of the shares issued and
               issuable pursuant to exercise of the MEYERSON Warrants (the
               "MEYERSON SHARES") and which are not subject to sale pursuant to
               Rule !44 under the ACT.

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     5.   In the event of a "change in control of CELSION," as defined below, in
          which CELSION fails to honor the exercise by MEYERSON of any vested
          Warrants as set forth herein, by failing to deliver the
          certificates(s) for the underlying shares of common stock to MEYERSON
          within 15 business days after such exercise, then MEYERSON may take
          legal action, without further notice to CELSION to obtain such
          underlying shares, and CELSION agrees to pay all damages, costs and
          expenses incurred by MEYERSON, including reasonable attorneys' fees.
          In addition to any other damages sustained by MEYERSON as a result of
          CELSION's failure to honor such exercise, including any diminution in
          the value of the underlying shares over time. CELSION agrees that it
          will pay MEYERSON interest, at the weighted average prime rate
          published by the Chase Bank for the six month period ending on the
          exercise date, on the market value of the underlying shares as of the
          15th business day after the exercise, for the period beginning on the
          15th business day after the exercise and ending on the day the
          certificates for the underlying shares are received by MEYERSON.

     For purposes of this AGREEMENT, a "change in control of CELSION" shall be
deemed to have occurred if:

          (A)  any "person" (as such term is used in Sections (13(d) and 14(d)
               of the Securities Exchange Act of 1934, as amended (the "EXCHANGE
               ACT")), other than a trustee or other fiduciary holding
               securities under an employee benefit plan of CELSION or a
               corporation owned, directly or indirectly, by the stockholders of
               CELSION in substantially the same proportions as their ownership
               of stock of CELSION, is or becomes the "beneficial owner" (as
               defined in Rule 13d-3 under the EXCHANGE ACT), directly or
               indirectly, of securities of CELSION representing more than 50%
               of the combined voting power of CELSION's then outstanding
               securities;

          (B)  during any period of two (2) consecutive years (not including any
               period prior to the execution of this AGREEMENT), individuals
               who, at the beginning of such period, constitute the Board of
               Directors and any new director whose election by the Board or
               nomination for election by CELSION's stockholders or whose
               selection to fill a vacancy on the Board of Directors, no matter
               how created, was approved by a vote of at least two-thirds (2/3)
               of the directors then still in office who either were directors
               at the beginning of the period or whose election or nomination
               for election was previously so approved, cease for any reason to
               constitute a majority thereof;

          (C)  a merger or consolidation of CELSION, approved by the
               stockholders of CELSION, with any other corporation, other than a
               merger or consolidation which would result in the voting
               securities of CELSION outstanding immediately prior thereto
               continuing to represent ( either by remaining outstanding or by
               being converted into voting securities of the surviving entity)
               at least 50% of the combined voting power of the voting
               securities of CELSION or such surviving entity outstanding
               immediately after such merger or consolidation; or

          (D)  a complete liquidation of CELSION or a sale or disposition by
               CELSION of all or substantially all of CELSION's assets, in
               either case subject to a plan or agreement approved by the
               stockholders of CELSION.

     6.   If CELSION should, at any time, or from time to time while the
          warrants remain exercisable, effect a stock split or a reverse stock
          split, the terms of the MEYERSON Warrants shall be proportionately
          adjusted to prevent the dilution or enlargement of the rights of the
          MEYERSON interest.

     7.   The obligation of CELSION to register the resale of the MEYERSON
          shares, including the shares issuable upon exercise of the MEYERSON
          Warrants, pursuant to the demand or the piggy back registration rights
          set forth in paragraph 4 above, shall be without regard to whether the
          MEYERSON Warrants have been or will be exercised.

     8.   CELSION agrees that, for a period of three (3) years from the date of
          this AGREEMENT, CELSION will not utilize the registration exemption
          set forth in Regulation S under the ACT, nor issue any

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          security with a downward ratchet dilution program without the consent
          of MEYERSON, which consent will not be unreasonably withheld.

     9.   This AGREEMENT constitutes the entire Warrant Agreement between the
          parties and when a copy hereof is presented to CELSION's transfer
          agent, together with a request that all or part of the MEYERSON
          Warrant be exercised and a certified check in the proper amount or a
          direction, pursuant to the cashless exercise option, that shares be
          withheld to pay for the exercise, subject to confirmation of the
          calculation of the number of shares to be withheld, the certificates
          for the appropriate number of shares of Common Stock shall be promptly
          issued.

     10.  Upon the execution of this AGREEMENT, CELSION shall include in its
          next annual report the highlights and terms of this investment banking
          AGREEMENT.

     11.  Upon the signing of this AGREEMENT, CELSION shall pay MEYERSON $25,000
          as a nonaccountable and non-refundable expense allowance for due
          diligence and general compliance review. MEYERSON shall be entitled to
          additional compensation, to be negotiated between MEYERSON and CELSION
          arising out of any transactions that are proposed or executed by
          MEYERSON and consummated by CELSION or are executed by MEYERSON at
          CELSION's request, during the term of this AGREEMENT to the extent
          that such compensation is normal and ordinary for such transactions.
          In addition, MEYERSON shall be reimbursed by CELSION for any
          reasonable out-of-pocket expenses that MEYERSON may incur in
          connection with rendering any service to or on behalf of CELSION that
          is approved, in writing, in advance by CELSION's Chief Executive
          Officer.

     12.  CELSION agrees to indemnify and hold MEYERSON and its directors,
          officers and employees harmless from and against any and all losses,
          claims, damages, liabilities, costs or expenses arising out of any
          action or cause of action brought against MEYERSON in connection with
          its rendering services under this AGREEMENT except for any losses,
          claims, damages, liabilities, costs or expenses resulting from any
          violation by MEYERSON of applicable laws and regulations including,
          without limitation, those of the National Association of Securities
          Dealers, Inc. and the Securities and Exchange Commission or any state
          securities commission or from any act of MEYERSON involving willful
          misconduct and except that CELSION shall not be liable for any amount
          paid in settlement of any claim that is settled without its prior
          written consent.

     13.  MEYERSON agrees to indemnify and hold CELSION and its directors,
          officers and employees harmless from and against any and all losses
          claims, damages, liabilities, costs or expenses resulting from any
          violation by MEYERSON of applicable laws and regulations including,
          without limitation, those of the National Association of Securities
          Dealers, Inc, the Securities and Exchange Commission or any state
          securities commission or from any act of MEYERSON involving willful
          misconduct.

     14.  CELSION will submit to MEYERSON a current business plan setting forth
          how CELSION plans to proceed as soon as possible following the
          execution of this AGREEMENT.

     15.  Nothing contained in this AGREEMENT shall be construed to constitute
          MEYERSON as a partner, employee, or agent of CELSION; nor shall either
          party have any authority to bind the other in any respect, it being
          intended that MEYERSON is, and shall remain an independent contractor.

     16.  This AGREEMENT may not be assigned by either party hereto.
          Notwithstanding the foregoing, MEYERSON may assign any or all of its
          Warrants to its employees provided that, prior to any such assignment,
          and as a condition precedent thereto, MEYERSON shall provide to
          CELSION an opinion of counsel reasonably acceptable to CELSION, which
          opinion shall be in form and substance reasonable acceptable to
          CELSION, to the effect that such assignment conforms to the
          registration requirements of the Securities Act and any applicable
          state securities or "blue sky" laws or is being made pursuant to valid
          exemption therefrom.

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     17.  This AGREEMENT shall be interpreted in accordance with the laws of the
          State of New Jersey applicable to agreements negotiated, entered into
          and performed wholly within the State of New Jersey and shall be
          binding upon the successors of the parties.

     18.  This AGREEMENT may be terminated by either party at any time by
          providing written notice thereof to the other party; provided,
          however, that legally vested MEYERSON Warrants shall remain with
          MEYERSON.

     19.  If any paragraph, sentence, clause or phrase of this AGREEMENT is for
          any reason declared to be illegal, invalid, unconstitutional, void or
          unenforceable, all other paragraphs, sentences, clauses or phrases
          hereof not so held shall be and remain in full force and effect.

     20.  None of the terms of this AGREEMENT shall be deemed to be waived or
          modified except by an express agreement in writing signed by the party
          against whom enforcement of such waiver or modification is sought. The
          failure of either party at any time to require performance by the
          other party of any provision hereof shall, in no way, affect the full
          right to require such performance at any time thereafter. Nor shall
          the waiver by either party of a breach of any provision hereof be
          taken or held to be a waiver of any succeeding breach of such
          provision or as a waiver of the provision itself.

     21.  Any dispute, claim or controversy arising out of or relating to this
          AGREEMENT, or the breach thereof, shall be settled by arbitration in
          Jersey City, New Jersey, in accordance with the Commercial Arbitration
          Rules of the American Arbitration Association. The parties hereto
          agree that they will abide by and perform any award rendered by the
          arbitrator(s) and that judgment upon any such award may be entered in
          any Court, state or federal, having jurisdiction over the party
          against whom the judgment is being entered. Any arbitration demand,
          summons, complaint, other process, notice of motion, or other
          application to an arbitration panel, Court or Judge, and any
          arbitration award or judgment may be served upon any party hereto by
          registered or certified mail, or by personal service, provided a
          reasonable time for appearance or answer is allowed.

     22.  For purposes of compliance with laws pertaining to potential inside
          information being distributed unauthorized to anyone, all
          communications regarding CELSION should only be directed to Martin H.
          Meyerson, Chairman, Eugene M. Whitehorse, Senior Vice President, Chief
          Operating Officer, or Joseph Meson, Vice President, Compliance. If
          information is being faxed, our confidential compliance fax number is
          (201) 459-9534 for communication use.

     23.  Contemporaneously with the execution hereof, MEYERSON shall enter into
          a confidentiality agreement with CELSION on such terms as CELSION
          shall reasonably require. In addition, by entering into this
          AGREEMENT, MEYERSON agrees to be bound by the terms of CELSION's
          "Policy Statement on Non-public Information and Trading in Company
          Securities by Officers, Directors and Employees" as if explicitly
          covered by the terms thereof.

     24.  All notices required or permitted hereunder shall be in writing and
          shall be deemed effectively given (i) upon personal delivery to the
          party to be notified; (ii) when sent by confirmed telex or facsimile
          if sent during normal business hours of the party being notified or,
          if sent outside of normal business hours, on the next business day;
          (iii) five (5) calendar days after having been sent by registered or
          certified mail, return receipt requested, postage prepaid; or (iv) one
          (1) calendar day (excluding Sundays or other days on which no delivery
          is available) after deposit with a nationally recognized overnight
          courier, specifying next day delivery, with written verification of
          receipt. All communications shall be sent to the party to be notified
          at the address as set forth below or at such other address as such
          party may designate by ten (10) calendar days advance written notice
          to the other party hereto.

                  IF TO CELSION:

                  Celsion Corporation
                  10220-I Old Columbia Road


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                  Columbia, MD 21046
                  Attention: Chief Financial Officer
                  Facsimile: (410) 290-5394

                  with a copy to:

                  Anita J. Finkelstein, Esquire
                  Venable, Baetjer, Howard & Civiletti, LLP
                  1201 New York Avenue, NW
                  Washington, DC 20005
                  Facsimile: (202) 962-8300

                  IF TO MEYERSON:

                  M.H. Meyerson & Co., Inc.
                  Newport Office Tower
                  525 Washington Boulevard
                  Post Office Box 260
                  Jersey City, NJ 07803
                  Facsimile: (201) 459-9521

     25.  IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as
          of the day and year set forth above.

<TABLE>
<CAPTION>
     M.H. Meyerson & Co., Inc.                                  Celsion Corporation
<S>                                                        <C>


By:  /s/ Eugene M. Whitehouse                              By:  /s/ Augustine Y. Cheung
     ----------------------------------------------             -----------------------------------
     Eugene M. Whitehouse                                       Augustine Y. Cheung, PhD
     Senior Vice President, Chief Operating Officer             Chairman & Chief Scientific Officer
</TABLE>


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