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Employment Agreement - ViaCell Inc. and Seth P. Finklestein

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June 25, 2001

Seth P. Finklestein
308 A Hunnewell Street
Needham, MA 02194

Dear Seth:

On behalf of ViaCell, Inc. (the "Company"), Marc Beer and I are pleased to
extend an offer of employment to you. You have made an outstanding impression,
and we feel confident that you will become a valuable asset to the Company.
Information about ViaCell as well as the details of our offer of employment are
summarized below.

VIACELL MISSION       To provide the highest quality cellular medicines for the
                      treatment of human diseases.

POSITION              Chief Medical Officer, ViaCell Neuroscience, a Division of
                      ViaCell, Inc. and Vice President, ViaCell, Inc.

COMPENSATION          The starting base salary for this position will be
                      $185,000.00 per year payable in bi-weekly installments of

                      In addition, you will be eligible for a one-time cash
                      bonus of $25,000.00 (gross) payable at the time of hire.

STOCK OPTIONS         As an incentive for you to participate in the Company's
                      future growth, you will receive an incentive stock option
                      to purchase up to 90,000 shares of our Common Stock. These
                      options will vest over four years in sixteen (16) equal
                      quarterly installments of 5,625 shares beginning on the
                      first quarterly anniversary of the date of your
                      commencement of employment (the "EFFECTIVE DATE") (subject
                      to your continued employment with the Company). In
                      addition, you will be eligible to receive an additional
                      incentive stock option to purchase up to 100,000 shares of
                      our Common Stock which options shall vest upon achievement
                      of each of the performance milestones set forth below
                      within the time periods specified with respect to the
                      first neuroscience product developed by the Neuroscience
                      Division or by the Company (excluding any product
                      development program licensed or acquired from a third
                      party), provided that, if a milestone is not reached in
                      the specified timeframe but a subsequent milestone is met
                      within its applicable timeframe, all previous performance
                      based options will vest at that time:


                                                                       TIMING FROM           NUMBER OF
                               MILESTONES                             EFFECTIVE DATE      OPTIONS VESTING
                               ----------                             --------------      ---------------
                      Completion of pre-clinical efficacy               18 months               10%
                      Completion of pre-clinical toxicology             24 months               10%
                      Submission of IND                                 24 months               10%
                      Completion of large animal efficacy               36 months               20%
                      Start Phase II clinical trials                    36 months               20%
                      Start Phase III clinical trials                   60 months               30%

                      The exercise price for both the time-based and
                      performance-based options will equal $0.95 per share. All
                      of the options will have a term of ten years from the date
                      of grant and will be subject to such other terms and
                      conditions set forth in the Company's form of incentive
                      stock option certificate and Amended and Restated 1998
                      Equity Incentive Plan, both of which are attached hereto
                      as EXHIBIT A, and EXHIBIT B, respectively.

ADDITIONAL            If the Company shall terminate your employment
EMPLOYMENT            involuntarily without "cause" or if you terminate your
TERMS                 employment voluntarily for "good reason," then ViaCell
                      will continue paying your base salary for a period of six
                      months in accordance with its regular payroll practices at
                      such time, and continue your health and dental benefits.
                      The term "cause" as used here means (i) your continued
                      failure to substantially perform your duties, (ii) any
                      misappropriation of funds, properties or assets of the
                      Company by you, (iii) your being convicted of a felony; or
                      (iv) any material breach of your employment obligations or
                      of the Intellectual Property and Confidential Information
                      Agreement. The term "good reason" as used here means any
                      action by the Company without your prior consent which
                      results in (i) any material diminution in your title,
                      position, duties, responsibilities or authority; (ii) any
                      breach by the Company of any material provision contained
                      herein; (iii) any requirement by the Company that you
                      perform your principal duties outside a radius of 60 miles
                      from either of the Company's Boston or Worcester
                      locations; or (iv) any material failure of the Company to
                      comply with the provisions of Sections 1.3, 5.9, 5.13 or
                      5.14 of the Agreement and Plan of Merger dated as of the
                      date hereof by and among the Company, Braintrust Merger
                      Corporation, Cerebrotec, Inc. ("Cerebrotec") and you
                      (relating to the commitment of resources and payment of
                      obligations of Cerebrotec, tax matters, option to purchase
                      technology, and funding and maintenance of Neuroscience
                      Division), and which are not cured within 60 days
                      after-giving written notice to the Company of such breach.

                      You will be permitted to perform limited outside clinical
                      and consulting work not to exceed on the average six (6)
                      hours per week (twenty-four hours per month) on matters
                      (i) that do not interfere with your duties to the Company
                      and (ii) do not compete with the technologies, products,
                      programs or services being developed or offered by ViaCell
                      at that time,


                      subject to the prior written consent of the Chief
                      Executive Officer of the Company or his designee which
                      consent shall not be unreasonable withheld or delayed. The
                      Company hereby consents to your providing such services to
                      NeuroRecovery Research, Inc.; eNOS Pharmaceuticals, Inc.;
                      Neurological Models, Inc.; and Puretech Ventures.

BENEFITS              Because we care about the well being of our employees, we
                      are pleased to provide you with comprehensive offering of
                      benefits. Our benefits currently include medical, dental,
                      life insurance, three weeks vacation (accrued monthly and
                      pro-rated during your first calendar year of employment),
                      balance benefit, educational assistance and
                      flexible-spending accounts. Additional information about
                      these benefits is outlined in the enclosed summary.

ELIGIBILITY FOR       The Immigration Reform and Control Act of 1986 requires
EMPLOYMENT            ViaCell to review documentary evidence that you are
                      eligible for employment. This requirement applies to US
                      citizens, as well as foreign nationals. A list of approved
                      documents that are acceptable as verification of
                      employment eligibility are listed on page two of the I-9
                      form included with this offer letter. Please bring the
                      appropriate documents with you on your first day of

EMPLOYMENT            While we look forward to a long and mutually beneficial
RELATIONSHIP          relationship, you acknowledge that this letter does not
                      constitute a contract of employment for any particular
                      period of time and does not affect the at-will nature of
                      your employment relationship with the Company. Either you
                      or ViaCell have the right to terminate your employment at

We are very excited about the future of ViaCell and believe that the
opportunities presented will allow you significant personal and professional
growth. If you have any questions or concerns, please do not hesitate to contact
me anytime. We look forward to having you join our team!


/s/ Marc Beer
Marc Beer, CEO

Please acknowledge your acceptance of this offer by signing a copy of this
document along with the Agreement Related to Intellectual Property and
Confidential Information and faxing it to Kristin Dickson at 617-247-6271. This
offer will remain in effect for a period of seven (7) calendar days from the
date of this letter.

 /s/ Seth Finklestein                           6/25/01
------------------------------------------     ---------------------------------
Signature                                      Date

                                                To be mutually agreed,
 [Intentionally omitted]                        expected to be 8/1/01
------------------------------------------     ---------------------------------
Social Security Number                         Start Date