EMPLOYEE CONFIDENTIAL INFORMATION,
INVENTION AND NON-COMPETITION AGREEMENT
This Agreement, is made and entered into on the 1ST day of November 2000 by and between Mark H.
Burroughs, hereinafter "Employee", and Osteotech, Inc. a Delaware corporation, with its principal place of
business located at Eatontown, New Jersey including any and all current and future subsidiary and/or affiliate
companies hereinafter "Corporation".
WHEREAS, Employee desires to establish an employment relationship and may receive certain benefits including
stock options to be issued to Employee; and
WHEREAS, by reason of employment by Corporation, Employee will receive the value and advantage of
confidential information and special training and skills, and the expert knowledge and experience of the contacts
with other Corporation employees; and
WHEREAS, the granting of stock options represents a distinct advantage to Employee and was conditioned
upon Employee entering into this Agreement.
NOW THEREFORE, in exchange for good and valuable consideration, the sufficiency and receipt of which is
hereby acknowledge, it is agreed as follows:
1. Covenant Not to Compete
(a) Employee will not, from and after the date hereof through the Employee's employment and for twenty-four
(24) months after the Employee's termination for any reason whatsoever including but not limited to involuntary
termination (with or without cause) and/or voluntary termination, (i) directly or indirectly engage in, represent in
any way, or be connected with, any business or activity which markets, sells or is developing products or services
which compete with the products or services marketed, sold or being developed by the Corporation at the time
of such termination (such business or activity being hereinafter sometimes called a "Competing Business"), within
any state in which the Corporation transacts business or sells its products or services, whether such engagement
by the Employee shall be as an officer, principal, agent, director,