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Employment Agreement - ViaCell Inc. and Stephan Wnendt

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December 29, 2004

Stephan Wnendt
Adenauer Allee 203
D-52066 Aachen

Dear Stephan,

On behalf of ViaCell, Inc. (the "Company"), I am pleased to extend our offer for
the new role of Senior Vice President, Research & Development. You have made an
outstanding impression during your tenure with ViaCell, and I am confident you
will succeed in this new role. Information about the details of our offer is
summarized below.

POSITION AND     Senior Vice President, Research and Development, reporting to
DUTIES           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.

                 In this role, your duties will include the following:
                        -     Full responsibility for development of our
                              established therapeutic programs, including CB001,
                              Cardiac and Islet
                        -     Management of our Research operations, including
                              our Singapore Research Center team; this duty
                              includes but is not limited to your continuing to
                              be a member of the management board
                              ("Vorstandsmitglied") of Kourion Therapeutics AG,
                              Germany, as long as the Supervisory Board of
                              Kourion Therapeutics AG requests it; upon
                              termination of your employment with ViaCell, Inc.,
                              you are entitled to resign from your office as
                              "Vorstandsmitglied" at Kourion Therapeutics AG.
                        -     Successful transfer of the Cardiac program to the

COMPENSATION      The base salary for this position will be $230,000, which is
                  effective October 13, 2004, upon Board approval. Payment of
                  the base salary will fully compensate each and all of your
                  efforts and activities, especially your activity for Kourion
                  Therapeutics AG. You will receive no extra-compensation for
                  your activities as member of the management Board of Kourion
                  Therapeutics AG. If you should have any remuneration claims
                  vis-a-vis Kourion Therapeutics AG under your contract and/or
                  statutory and/or case law, these remuneration claims shall
                  reduce the compensation owed by ViaCell, Inc. accordingly.

                  In addition, you will be eligible to participate in the
                  Management Bonus Plan at an annual target of $75,000 of base
                  salary, payable annually based on agreed to


S. Wnendt SVP R&D Offer
December 29, 2004
Page 2

                  company and individual performance objectives. Your bonus
                  payout is determined based on achievement of both corporate
                  and individual goals. In 2004, your bonus guarantee of 50% of
                  target stated in your previous agreement will be retained.

                  We will transfer you to the U.S. payroll effective January 1,
                  2005, consistent with the tax consultant's recommendation.
                  Until that time you will be paid in Germany, and your pay rate
                  will be E192000 base with a E62,500 bonus (based on $230K and
                  $75K USD divided by a 1.2 average exchange rate.)

BENEFITS          While on German payroll, you will not participate in U.S.
                  benefits. With your January 1, 2005 switch to U.S. payroll,
                  you will have eligibility for benefits.

                  We recognize that you will be required to maintain
                  dual-country health insurance benefits while your family
                  remains in Germany. To this end, the company will pay for your
                  U.S. individual plan health insurance in full while you family
                  remains in Germany. Upon their move, you will all be under
                  ViaCell's family insurance plan and at that time you would
                  contribute the standard employee cost of 20% of premium.

                  Lisa Gfatter will review U.S. benefits with you and help you
                  enroll in relevant plans.

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, options to purchase an additional 80,000 shares of
                  our Common Stock (the "Options"). The Options will be
                  incentive stock options ("ISO's") to the extent allowable
                  under the Internal Revenue Code. The exercise price of the
                  Options equals the fair market value of our Common Stock as
                  determined by the Board of Directors on your effective date;
                  your fair market value price is $5.00 per share. The Options
                  will vest quarterly over four years beginning on the last day
                  of the first quarter after your effective date. The Options
                  will be granted under the Company's 1998 Equity Incentive Plan
                  pursuant to an ISO certificate or nonstatutory stock option
                  ("NSO") certificate, as appropriate, shall have a term of ten
                  years and contain such additional terms as shall be determined
                  by the Board of Directors of the Company or the Compensation
                  Committee thereof.

RELOCATION        You will receive a full relocation package to assist in your
                  move to the greater Boston, Massachusetts area by the end of

                  You full relocation benefits will be detailed separately after
                  discussion of your personal situation and needs and
                  determination of a final budget. Your assistance package will
                        -     Temporary living with company-paid apartment at 80
                              Wendell Street #5 in Cambridge, MA
                        -     Company-paid lease of an automobile for your use
                              while in temporary living
                        -     Assistance on home sale and purchase


S. Wnendt SVP R&D Offer
December 29, 2004
Page 3

                        -     Movement of personal and household goods and
                              storage, if required
                        -     Travel to the new location for you and family -
                              Househunting trip expenses for you and your family
                        -     Tax counsel on your relocation and transition to

IMMIGRATION       The Company will sponsor and pay all costs associated with
AND VISA          your L-1A management transfer visa. We will also support your
                  petition for permanent residency, which we'll begin at a
                  later date to be determined.

ADDITIONAL        ViaCell will provide for twelve months' severance pay in the
EMPLOYMENT TERMS  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 and medical and dental benefit
                  contributions for a period of twelve months in accordance with
                  its regular payroll practices at such time. If the Company
                  terminates your employment with "cause," then ViaCell will
                  continue paying your base salary for a period of thirty days
                  and all options will cease to continue vesting as of the date
                  of termination. 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; or (ii) any breach by the Company of any
                  material provision contained herein.

This offer of employment supersedes all prior agreements with ViaCell and its
entities, especially the offer letter dated September 4/12, 2003. The employment
shall be governed by the law of Massachusetts.

I am very excited about the future of ViaCell and believe that the opportunities
presented for our continued therapeutic success will allow you significant
personal and professional growth. I am more confident than ever of our success
with you in this key role. I look forward to working closely with you over the
coming years ahead.



Marc Beer
Chief Executive Officer


S. Wnendt SVP R&D Offer
December 29, 2004
Page 4

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Signature                                    Date

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Social Security Number                       Start Date