THIS AGREEMENT effective the 2nd day of July 2004 (the "Effective Date") between OSTEOTECH, INC., a
Delaware corporation (the "Corporation") and Sam Owusu-Akyaw (the "Employee").
WHEREAS, the Corporation desires to retain the Employee as President And Chief Operating Officer; and
WHEREAS, the Employee desires to maintain such employment upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and obligations hereinafter set forth, the parties
hereto agree as follows:
1. Term. Unless sooner terminated in accordance with this Agreement, the term of this Agreement and the term
of employment of the Employee shall be for two (2) years commencing on the Effective Date hereof and shall be
automatically renewable for successive additional two (2) year terms unless at least three (3) months prior to the
initial two-year period or any subsequent two-year term the Corporation terminates this Agreement by written
notice to the Employee, whereupon this Agreement shall be terminated at the end of the applicable two-year
period (with such initial two-year term and any two year renewal thereof, unless sooner terminated in accordance
with this Agreement being the "Term of Employment").
(a) The Employee will be on an unpaid leave of absence during the period July 2, 2004
to July 11, 2004.
2. Duties. The Employee shall be employed in an executive capacity as the President And Chief Operating
Officer of the Corporation. The Employee shall perform such duties and services, consistent with his position, as
may be assigned to him from time to time by the Chief Executive Officer of the Corporation. In furtherance of the
foregoing, the Employee hereby agrees to perform well and faithfully the aforesaid duties and responsibilities and
the other reasonable senior executive duties and responsibilities assigned to him from time to time by the Board of
Directors of the Corporation or its designee. During the Term of