www.forticellbioscience.com





March
      28,
      2008


Dear
      Alan:





We
      at
      Forticell deeply appreciate your hard work and skill in performing the essential
      tasks required of our Chief Financial Officer. In order to induce you to
      continue to serve as our CFO, our Board of Directors has authorized me to advise
      you that in the event your employment by Forticell is terminated by Forticell
      without cause:





(a)
            Forticell
                will pay you upon termination a cash payment equal to nine (9) months
                of
                your then annual salary, paid to you in accordance with standard
                Company
                payroll practices. Your current annual salary is
                $225,000;





(b)
            Forticell
                will pay the cost of the health insurance coverage, covering your
                same
                family members now covered by the health insurance policy now provided
                you
                by Forticell, you would be entitled to receive under COBRA, but which,
                under COBRA, you would otherwise have to pay for yourself, for a
                period
                equal to the lesser of (i) one (1) year or (ii) your becoming eligible
                to
                participate in the health benefit plan of a new
                employer;





(c)
            any
                option heretofore granted you to purchase shares of Forticell’s common
                stock shall be modified as follows:





(i)
            The
                next date following the date of termination of your employment without
                cause on which you could exercise any portion of any of your options
                shall
                be accelerated to the date of such termination of your employment,





(ii)
            none
                of your vested stock options (that is, the portion of any option
                that you
                could exercise, including the portion where the exercise date is
                accelerated as provided in clause (c)(i) immediately above) shall
                expire
                before the end of their stated terms because of the termination of
                your
                employment with Forticell without cause, any provisions in any such
                stock
                options to the contrary nothwithstanding,
                and





(iii)
            the
                portion of any option not exercisable upon the termination of your
                employment by us shall lapse and no longer be exercisable.





The
      following illustrates the provision of this Section (c).


On
      October 26, 2007 the Board of Directors granted you an option to purchase
      250,000 shares of Forticell common stock with the option to purchase 62,500
      shares exercisable on the date of grant, and the option to purchase the other
      187,500 shares being exercisable as follows:











62,500
                shares on September 26, 2008


62,600
                shares on September 26, 2009; and


the
                remaining 62,500 shares on September 26,
                2010.





Assume
      that your employment with Forticell is terminated without cause on June 1,
      2009.
      The option to purchase 125,000 of such 250,000 shares shall continue to be
      exercisable until the original expiration date of such option on September
      25,
      2014 because the portion of the option to purchase 62,500 shares was vested
      on
      the date of grant (September 26, 2007) and the portion of the option to purchase
      the next 62,500 shares originally exercisable on September 26, 2008 becomes
      exercisable on June 1, 2008, the date of termination of your employment. However
      the portion of the option to purchase an aggregate of 125,000 shares
      (exercisable for 62,500 shares on September 26, 2009 and for 62,500 shares
      on
      September 26, 2010) shall lapse and no longer be exercisable as to such 125,000
      shares, effective June 1, 2009, the date of termination of your employment
      with
      Forticell; and.





(d)
            any
                grant of restricted stock received by you from Forticell shall not
                be
                required to be reconveyed by you to Forticell, any agreement between
                you
                and Forticell providing to the contrary
                notwithstanding.





Without
      Cause .
      Forticell may terminate your employment at any time without case.





With
      Cause .
      Forticell may terminate your employment at any time and without further
      obligation for cause. For purposes of this Agreement, “cause” shall mean the
      occurrence of any of the following events:





a)
            a
                material breach by you of any fiduciary duty owed by you to Forticell,
                or


b)
            criminal
                proceedings instituted against you by any governmental authority
                charging
                you with having committed a felony crime,
                or


c)
            criminal
                proceedings instituted against others by any governmental authority
                in
                which you are designated as a participant in the commission of a
                felony
                crime even if you are not personally charged in such criminal proceedings,
                or


d)
            any
                continuing refusal to obey the directives and/or instructions of
                the Board
                of Forticell if you have received 30 days written notice of your
                alleged
                refusal and the actions required to be taken by you to cure it, and
                such
                identified refusal remains uncured after such 30 day period. Provided
                that
                no such notice shall be required for any repetitive refusal to obey
                the
                directives and/or instructions of the Board of Forticell or if such
                violation is not susceptible to
                cure.





Disability
      or Death. Your
      employment with Forticell shall terminate upon your death or your “disability”.
      For purposes of this agreement the term “Disability” shall mean your inability
      to perform your duties due to your mental or physical incapacity for a period
      of
      45 consecutive days or for a period of 90 days during any consecutive 6 month
      period. Within 15 days following the termination of your employment on account
      of disability or death, you or your estate (as the case may be) shall be
      entitled to receive a lump sum payment equal to one-twelfth (l/12 th )
      of your
      then annual salary. You or your estate (as the case may be) shall have no
      further rights to any compensation or any other benefits as a result of your
      death or disability provided that, the foregoing is not in any way intended
      to
      limit the right of you or your estate (as the case may be) to exercise the
      vested portion of your options in accordance with the terms of the applicable
      stock option agreements. All other benefits, if any, due you following
      termination of your employment because of your death or disability shall be
      determined in accordance with the then plans, policies and practices of
      Forticell; provided, however, that you (or your estate, as the case may be)
      shall not participate in any of Forticell’s severance plan, policy or
      program.











Release
      as a Condition Precedent to Certain Payments .
      You
      agree as a condition to receipt of the termination payments and benefits
      provided in this agreement, that you will execute a release agreement, in a
      form
      reasonably satisfactory to Forticell, releasing Forticell from any and all
      claims arising out of your employment other than the enforcement of this
      agreement and your rights under any of Forticell’s employee benefit plans and
      programs to which you are entitled pursuant to this agreement.





Please
      confirm your acknowledgment of the receipt of this agreement by
      Forticell.





Yours
                very truly,/s/
                Costa PapastephanouCosta
                PapastephanouChief
                Executive Officer














I
      hereby
      acknowledge, appreciate and accept receipt of the foregoing agreement and agree
      to be bound by the terms thereof.








/s/
                Alan W. SchoenbartAlan
                W. SchoenbartDated,
                March 28, 2008