Exhibit
10.21


PART-TIME
EMPLOYMENT AGREEMENT


THIS AGREEMENT is entered into and effective as of June 1, 2006, by and between Cytori Therapeutics, Inc., a Delaware
corporation located at 3020 Callan Road, San Diego, CA 92121 (“Company”),
and Charles E. Galetto, an individual
with a residence address of 12445 Figtree Street, San Diego, CA 92131 (“Employee”).



In consideration of the mutual promises made by the
parties to this Agreement, the parties agree as follows: 


1. Duties and Compensation 


(a) Employee is
engaged by the Company as a Financial
Advisor and shall perform the duties customarily associated with that
position. 


(b)  The Company shall pay to Employee for the
services to be rendered hereunder a basic salary at a monthly rate of Two
Thousand Forty Four Dollars ($2,044.00)
per month, in addition to an hourly rate of One Hundred Seventy Five Dollars
($175.00) per hour for any services rendered. The salary and hourly earnings
shall be payable twice a month on the fifteenth and last days of each month during
which this Agreement is in force.


2. Duration and Termination 


The term of this
Agreement shall commence on June 1,
2006 and shall terminate on December 15, 2006 unless extended by mutual
agreement. The employment relationship created by this Agreement is “at
will” and may be terminated by either the Company or Employee at any time, with
or without cause.  Should the Company
terminate Employee without cause prior to December 15, 2006, Employee shall
receive, as severance, the balance of his basic monthly salary payments that
would have otherwise been payable from the date of termination through December
15, 2006.  Except as otherwise agreed in
writing, neither the Company nor Employee shall have any further obligation to
each other by way of compensation or otherwise. 


3. Other Compensation / Benefits


Employee
understands and agrees that by his
employment hereunder he shall
not earn or accrue any right to any additional compensation.  Employee further understands and agrees that,
while he will receive all legally-mandated benefits (such as Social Security
and workers’ compensation insurance), he is not eligible to participate in any
of the Company’s other benefits plans or programs, including, but not limited
to, 401(k), stock options, health insurance, paid time off and the Company’s
flexible benefits plan.


4. Agreement Relating to Confidential Information 


Employee agrees
that he shall continue to be covered by the Company’s Confidentiality and
Assignment of Inventions Agreement which he executed on April 24, 2000 and the
Company’s Nondisclosure Agreement which he executed on April 24, 2000. 


5. Noninterference 


While employed by
the Company and for two (2)
years immediately following the termination of employment, Employee agrees not
to interfere with the business of the Company by soliciting, attempting to
solicit, inducing, or otherwise causing any employee of the Company to
terminate his or her employment
in order to become an employee, consultant or independent contractor to or for
any competitor of the Company. Employee further agrees that, at all times both
during employment by the Company and after his termination, Employee will not
use, reproduce, or disclose to any other person or company, any Confidential
Information as defined in the Company’s Confidential Information and Inventions
Agreement, that would enable or assist that person or company to solicit,
attempt to solicit, induce, or otherwise cause any employee of the Company to
terminate his or her employment
with the Company. 


6. Remedies 


Employee agrees
that the duties under Section 5, the Confidentiality and Assignment of
Inventions Agreement, and the Nondisclosure Agreement shall survive termination
of employment with the Company. 









 



7.  Governing
Law


This Agreement and
the rights and obligations of the parties shall be governed and construed by
the substantive laws of the State of California as applied to contracts that
are executed and performed entirely in California.  Exclusive jurisdiction and venue for any
dispute arising out of or related to this Agreement shall lie with the federal
and state courts located in and serving San Diego County, California.


8. Complete Agreement; Amendments 


The foregoing,
together with the Confidential Information and Inventions Agreement between
Employee and the Company, is the entire agreement of the parties with respect
to the subject matter hereof and thereof and may not be amended, supplemented,
canceled or discharged except by written instrument executed by both parties
hereto. If either party should waive any breach of any provision of this
Agreement, he, she or it shall
not thereby be deemed to have waived any preceding or succeeding breach of the
same or any other provision of this Agreement. 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the dates set forth below.


	
  EMPLOYEE:

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
  Charles E.
  Galetto

  	
   

  	
  Cytori
  Therapeutics, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Charles E. Galetto

  	
   

  	
  By:

  	
  /s/ Mark E. Saad

  	
   

  
	
   

  	
   

  	
  Name:  Mark
  E. Saad

  
	
   

  	
   

  	
  Title:    Chief
  Financial Officer

  
	
  Phone:  858-271-7988

  	
   

  	
  Phone:  (858) 458-0900

  
	
  Fax:      858-695-0781

  	
   

  	
  Fax:     (858)
  458-0994

  
	
  E-Mail: galetto@san.rr.com

  	
   

  	
  E-Mail:
  msaad@cytoritx.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: 
  5/24/2006

  	
   

  	
  Date: 
  5/23/2006