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Employment Agreement - ViaCell Inc. and Kurt Gunter

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May 14, 2001

Kurt Gunter
5 Birch Hill Lane
Lexington, MA 02421

Dear Kurt:

On behalf of ViaCell, Inc. (the "Company"), I am pleased to extend an offer of
employment to you contingent upon verification of favorable references. 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

VIACELL CULTURE                     We are dedicated to delivering
                                    revolutionary medicines through development
                                    of important new therapeutic applications.
                                    Every day you will be contributing to a
                                    technology that is enriching of the lives of
                                    people in the future. We hire innovative
                                    thinkers, with the skills and capabilities
                                    to thrive on a high quality, success driven

POSITION                            Senior Vice President, Clinical and
                                    Regulatory Affairs/Government Relations,
                                    Reporting to Marc Beer, Chief Executive
                                    Officer This position is a key factor in
                                    ViaCell's continued success, and I am
                                    confident that it will be an exciting
                                    opportunity for you as well.

COMPENSATION                        The starting base salary for this position
                                    will be $210,000.00 per year payable in
                                    bi-weekly installments of $8,076.92.

                                    In addition, you will be eligible to
                                    participate in the Executive Management
                                    Bonus Plan at an annual target of 20% base
                                    salary, which will be pro-rated based upon
                                    your hire date and payable based on agreed
                                    to performance objectives.

STOCK OPTIONS                       As an incentive for you to participate in
                                    the Company's future growth, you will
                                    receive, subject to approval by our Board of
                                    Directors, an incentive stock option to
                                    purchase up to 120,000 shares of our Common
                                    Stock and up to an additional 40,000 shares
                                    based on agreed to performance objectives.
                                    The exercise price of the options
                                    will-equal-the fair market value of our
                                    Common Stock as determined by the Board of
                                    Directors on the date of the grant. The
                                    options will vest quarterly over four years,
                                    and any other terms or conditions that the
                                    Board of Directors may require.


ADDITIONAL EMPLOYMENT TERMS         ViaCell will provide for six months'
                                    severance pay in the event of involuntary
                                    termination without cause or voluntary
                                    termination for good reason. If the Company
                                    shall terminate your employment without
                                    "cause" or if you terminate your employment
                                    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. The
                                    term "cause" as used here means (i) your
                                    continued failure to substantially perform
                                    your duties provided you are reasonably
                                    notified of such failure and given
                                    reasonable time to correct such failure,
                                    (ii) any misappropriation of funds,
                                    properties or assets of the Company by you,
                                    (iii) any damage or destruction of any
                                    property or assets of the Company caused by
                                    you, whether resulting from your willful
                                    actions or willful omissions or gross
                                    negligence; (iv) your being convicted of a
                                    felony, or (v) 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; or (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.

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 prorated 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 EMPLOYMENT          The Immigration Reform and Control Act of
                                    1986 requires 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 which will be included with your
                                    orientation packet. Please bring the
                                    appropriate documents with you on your first
                                    day of employment.



EMPLOYMENT RELATIONSHIP             While we look forward to a long and
                                    mutually beneficial 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 the employment
                                    relationship with the company. Either you or
                                    ViaCell have the right to terminate your
                                    employment at any time.

         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 D. Beer

Marc D. Beer
Chief Executive Officer

         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/ Kurt Gunter                       17 May 01
--------------------------          --------------------------
Signature                           Date

XXX-XX-XXXX                         on or before 16 July 2001
--------------------------          --------------------------
Social Security Number              Start Date