July 1, 2002

Grant Bogle
152 Wexford Way
Basking Ridge, NJ  07920

Dear Grant,

On behalf of ViaCell, Inc. (the "Company"), I am 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

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

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 team.

POSITION                   President, ViaCell Commercial Operations, 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
                           $225,000.00 per year payable in bi-weekly
                           installments of $8,653.85.

                           In addition, you will be eligible to participate in
                           the Executive Management Bonus Plan at an annual
                           target of 40% of base salary, which will be pro-rated
                           based upon your hire date and payable annually based
                           on agreed to company and individual performance

                           This brings your total compensation package to a
                           total annual potential of $315,000.00 based upon
                           meeting all agreed to performance objectives.

FORGIVENESS LOAN           For your departure from your previous company,
                           ViaCell will provide you with a loan to cover
                           expenses in the amount of monies owed.* The principal
                           amount of the loan will cover actual expenses only.
                           This loan will accrue interest at market rates and
                           you will be required to sign a promissory note for
                           this loan. Each year on the anniversary of your start
                           date, one-half of the outstanding principal as well
                           as all accrued interest on this portion of the
                           principal will be forgiven. Should you voluntarily
                           terminate your employment prior to the two-year
                           anniversary of your start date, outstanding principal
                           and interest on this loan will be due immediately.

* The actual cash value will equal the Roche sign-on buy out as provided by
final numbers from Roche.


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 ("ISO") to purchase up to 250,000 shares
                           of our Common Stock (the "Options"). The exercise
                           price of the Options will equal the fair market value
                           of our Common Stock as determined by the Board of
                           Directors on your date of hire. The Options will vest
                           quarterly over four years beginning on the first
                           quarterly anniversary of the date of commencement of
                           your employment. The Options will be granted under
                           the Company's 1998 Equity Incentive Plan pursuant to
                           an Option certificate, 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. Further, upon
                           the termination of your employment with the Company
                           for any reason, all vested Options will remain
                           exercisable until the earlier of six months from the
                           termination of your employment or the expiration of
                           the ten-year Option term.

ADDITIONAL STOCK           In addition, the Company shall grant to you
OPTIONS                    additional options ("Performance Based Options") to
                           purchase 50,000 shares of Common Stock as ISO's. The
                           exercise price of the options will equal the fair
                           market value of our Common Stock as determined by the
                           Board of Directors on your date of hire. The
                           Performance Based Options shall become exercisable
                           upon the achievement of goals to be determined by the
                           Company and agreed to by you. Twenty-five percent of
                           the Performance Based Options for a given goal shall
                           vest once the goal is achieved, and the remainder
                           shall become exercisable on a quarterly basis over
                           the next forty-eight months. The Performance Based
                           Options shall have a term of ten years, and shall be
                           subject to the terms and conditions most recently
                           approved by the Board for use under the 1998 Equity
                           Incentive Plan. Further, upon the termination of your
                           employment with the Company for any reason, all
                           vested Performance Based Options will remain
                           exercisable until the earlier of six months from the
                           termination of your employment or the expiration of
                           the ten-year Option term. Granting of these
                           Performance Based Options will not preclude you from
                           participating in other performance based option grant
                           programs that may be established within the Company.

ADDITIONAL EMPLOYMENT      ViaCell will provide for nine months' severance pay
TERMS                      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 nine months in accordance with
                           its regular payroll practices at such time, and
                           continue your health and dental benefits for the same
                           period. 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


CHANGE OF CONTROL          Upon a Change of Control within 24 months from the
                           date you commence employment with the Company, the
                           Options granted on the date of hire (excluding the
                           Performance Based Options) shall become fully vested
                           and exercisable as to 50% of the shares underlying
                           the Options. A "Change in Control" shall mean: (i) a
                           merger, consolidation or similar combination after
                           which 50% or more of the voting stock of the
                           surviving corporation is held by persons who were not
                           stockholders of the Company immediately prior to such
                           merger or combination; (ii) the sale, transfer or
                           other disposition of all or substantially all of the
                           Company's assets to one or more persons (other than
                           any wholly owned subsidiary of the Company) in a
                           single transaction or series of related transactions;
                           or (iii) any person or related group of persons
                           (other than the Company or a person that directly or
                           indirectly controls, is controlled by, or is under
                           common control with the Company) directly or
                           indirectly acquires beneficial ownership (determined
                           pursuant to Rule 13d-3 promulgated under the
                           Securities Exchange Act of 1934, as amended) of
                           securities possessing more than 50% of the total
                           combined voting power of the Company's outstanding
                           securities pursuant to a tender or exchange offer
                           made directly to the Company 's stockholders.

RELOCATION ASSISTANCE      In connection with your relocation to the
                           Massachusetts area, ViaCell agrees to provide the

                           MOVING EXPENSES: ViaCell will pay for all actual
                           reasonable moving expenses for packing and shipping
                           household goods and two cars to the Massachusetts
                           area (arrangements to be made by ViaCell Human

                           TEMPORARY HOUSING/TRAVEL/STORAGE: The company will
                           pay the actual costs of traveling for you and your
                           family to Massachusetts plus you will be entitled to
                           reimbursement for up to $20,000 in costs related to
                           temporary housing arrangements.

                           HOUSE HUNTING TRIPS: ViaCell will reimburse two
                           house-hunting trips for you, and your spouse, for up
                           to three days with reasonable transportation, hotel
                           accommodations, and meal allowance of up to $25.00
                           per day.

                           MISCELLANEOUS EXPENSES: The company will issue you a
                           check in the amount of $15,000 to cover the cost of
                           miscellaneous move-related expenses.

                           REAL ESTATE FEE: ViaCell will reimburse all actual
                           reasonable real estate commissions (up to 6%) related
                           to the sale of your residence in New Jersey (all
                           monies will be grossed up to cover state and federal
                           tax liability).

                           CLOSING COSTS: ViaCell will reimburse for closing
                           costs on the purchase of a new home such as: title,
                           insurance property tax fees, transfer tax, tax
                           service/notary recording fees, appraisal and credit
                           report, and home inspection fees (all monies will be
                           grossed up to cover any applicable state and federal
                           tax liability).

                           Please be advised that relocation items will be
                           taxable income and only Real Estate Fee and Closing
                           Costs will be grossed up by 28% to cover tax
                           liability. If you should for any reason voluntarily
                           terminate your employment with ViaCell within the
                           first 12 months of relocating to Massachusetts, you
                           will be obligated to reimburse any relocation monies.

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,
                           four 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


ELIGIBILITY FOR            The Immigration Reform and Control Act of 1986
EMPLOYMENT                 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 Beer

Marc 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/Grant Bogle                                 7/6/02
-----------------------------                     ----------------------------
Signature                                         Date

Start Date

Source: OneCLE Business Contracts.