THIS AGREEMENT entered into the 1st day of April, 1997 between OSTEOTECH, INC., a Delaware
corporation (the "Corporation") and Richard Russo (the "Employee").
WHEREAS, the Corporation desires to continue to employ the Employee as its Senior Vice President, Strategic
Planning and Business Development; and
WHEREAS, the Employee desires to accept 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. Employment. The Corporation hereby employs the Employee, and the Employee hereby accepts employment
by the Corporation as Senior Vice President, Strategic Planning and Business Development upon the terms and
conditions set forth herein.
2. Term. The term of this Agreement shall commence on April 1, 1997 (the "Effective Date") and end on the day
prior to the second anniversary of the Effective Date of this Agreement (the "Term of Employment").
3. Duties. The Employee shall perform such duties and services and shall be allocated such resources, consistent
with his position, as may be assigned to him from time to time by the President and CEO of the Corporation. In
furtherance of the foregoing, the Employee hereby agrees to perform well and faithfully such duties and
4. Time to be Devoted to Employment.
(a) The Employee shall devote his full time and energy to the business of the Corporation except for vacations,
holidays and personal days and absences due to temporary illness, during the Term of Employment.
(b) During the Term of Employment, the Employee shall not be engaged in any other business activity that is
considered in the judgment of the President and CEO to either be competitive to the Corporation's business
activities or would require too great an expenditure of time and attention on the part of the Employee. Employee
hereby represents that he is not a party to any agreement wh