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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    Form 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): April 30, 1999



                         Commission file number 0-17714




                           BIOPOOL INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)




           Delaware                                     58-1729436
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                               6025 Nicolle Street
                            Ventura, California 93003
                    (Address of principal executive offices)



                                 (805) 654-0643
               (Registrant's telephone number including area code)




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<PAGE>



ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

        On April 5, 1999,  Registrant ("Biopool  International,  Inc." or "BII")
entered into a definitive  agreement to sell certain  assets of its BCA Division
("BCA") located in West Chester,  Pennsylvania,  to Immucor, Inc. ("Immucor") of
Norcross, Georgia. The transaction closed effective April 30, 1999. There was no
prior  relationship  between  Immucor  or  any  of its  officers,  directors  or
affiliates, and the Registrant and any of its officers, directors or affiliates.
The  transferred  assets consist of inventory,  accounts  receivable and certain
intellectual  property of BCA. The purchase  price was $4.5 million,  payable in
cash. The Registrant retains ownership of the plant,  property, and equipment in
the West Chester, Pennsylvania, facility and will operate the facility on behalf
of Immucor  during the  transition  period.  With this cash sale, the Registrant
expects to generate a significant  amount of liquidity,  which will position the
Registrant  to take  advantage of  acquisition  or investment  opportunities  to
facilitate growth in the Registrant's core business segment.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

                                                                           Page
        (a)    Financial Statements - Not applicable 

        (b)    Pro Forma Financial Information - Not applicable

        (c)    Exhibits
               Asset Purchase Agreement                                      3



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



Date:  May  7, 1999                               BIOPOOL INTERNATIONAL, INC.
       -------------                              ------------------------------
                                                  (Registrant)



                                                  /s/ Michael D. Bick, Ph.D.  
                                                  ------------------------------
                                                  Michael D. Bick, Ph.D.
                                                  Chief Executive Officer and
                                                  Chairman of the Board


                                        2

<PAGE>



                                                                      ITEM 7 (c)





                            ASSET PURCHASE AGREEMENT


                                  by and among



                          BIOPOOL INTERNATIONAL, INC.,
                                    "Seller"


                                 IMMUCOR, INC.,

                                       and


                          BCA ACQUISITION CORPORATION,
                                     "Buyer"


                                  April 5, 1999

                                        3

<PAGE>



                            ASSET PURCHASE AGREEMENT


     This Asset Purchase Agreement ("Agreement"),  dated as of April 5, 1999, is
by and among BIOPOOL  INTERNATIONAL,  INC., a Delaware corporation ("Seller") on
the one hand,  and Immucor,  Inc.,  a Georgia  corporation  ("Immucor")  and BCA
Acquisition  Corporation,  a Georgia corporation and wholly-owned  subsidiary of
Buyer ("Buyer") on the other hand. Seller desires to sell to Buyer substantially
all of the assets of its BCA Division (as defined  herein) and Buyer  desires to
purchase  these  assets  from  Seller,  all  on the  terms  and  subject  to the
conditions set forth in this Agreement.

     Therefore,  in  consideration  of the  premises  and  the  representations,
warranties,  covenants and agreements set forth in this  Agreement,  the parties
agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     For  purposes  of this  Agreement,  the  following  terms  shall  have  the
following meanings:

     "Accounting  Standards" means GAAP and, where not  inconsistent  with GAAP,
the prior reasonable  accounting practices of Seller as used or specified in the
Division Financial Statements.

     "Affiliates"  of a particular  Person means other  Persons  controlled  by,
controlling, or under common control with, such Person.

     "Assumed   Liabilities"  means  the  liabilities  of  Seller   specifically
identified in the Disclosure Memorandum as Assumed Liabilities.

     "Assumption  Agreement"  means  the  instrument  in the form of  Exhibit  A
attached  hereto to be executed and  delivered  on the Closing Date  pursuant to
which Buyer will assume the Assumed Liabilities.

     "BCA's  Business" means the business  involving the manufacture and sale of
FDA  licensed  and  non-licensed  immunohematology  reagents,  reagent red blood
cells,  anti-human  globulin reagents,  blood grouping reagents and blood typing
and  antibody  identification  products  conducted  by  Seller  and all  related
services and supplies.

     "BCA Division"  means that certain  unincorporated  business unit of Seller
which engages in BCA's Business.

     "Bill of Sale"  means the  instrument  in the form of  Exhibit  B  attached
hereto to be executed and  delivered  on the Closing Date  pursuant to which the
Transferred Assets will be conveyed to Buyer.


                                        4

<PAGE>



     "Buyer  Agreements"  shall  mean,  collectively,  this  Agreement  and  the
Assumption Agreement.

     "Buyer's Business" means the business involving the manufacture and sale of
FDA  licensed  and  non-licensed  immunohematology  reagents,  reagent red blood
cells,  anti-human  globulin reagents,  blood grouping reagents and blood typing
and  antibody  identification  products  conducted  by Buyer and Immucor and all
related services and supplies and includes, after the Closing, BCA's Business.

     "Charter  Documents" means the certificate of  incorporation  and bylaws of
Seller.

     "Closing" means the consummation of the sale of the Transferred  Assets and
the assumption of the Assumed Liabilities under the terms of this Agreement.

     "Closing Date" means the date on which the Closing occurs.

     "Disclosure   Memorandum"   means  the   memorandum   delivered  by  Seller
contemporaneously with the execution and delivery of this Agreement,  containing
information required to be disclosed under this Agreement.

     "Division  Balance  Sheet"  means  the  unaudited  balance  sheet  of BCA's
Business  as of  December  31,  1998  and  all  notes  thereto  prepared  by the
management of Seller.

     "Division Financial Statements" means the unaudited balance sheets of BCA's
Business as of September  30, 1998 and as of December 31, 1998,  and the related
unaudited  consolidated  statements  of profit  and cash  flow for the  12-month
period then ended, prepared by management of Seller.

     "Employees" means the employees of Seller employed in BCA's Business.

     "Encumbrance"  means any  mortgage,  charge  (whether  fixed or  floating),
security  interest,  pledge,  claim,  right of first refusal,  lien  (including,
without limitation any unpaid vendor's lien or similar), option,  hypothecation,
title  retention or conditional  sale  agreement,  lease,  hire or hire purchase
agreement,  option,  restriction as to transfer,  use or  possession,  easement,
subordination to any right of any other person, and any other encumbrance on the
absolute and unfettered use and ownership of an asset or property.

     "Environmental  Law" includes any statute,  law, code,  regulation,  order,
notice, rule, ordinance, or any requirement,  restriction, limitation, condition
or obligation contained therein,  including any and all plans, orders,  decrees,
judgments,  and notices issued,  entered,  promulgated,  or approved thereunder,
purporting to regulate the use,  misuse,  pollution or preservation of land, air
and water  resources  including but not limited to those  purporting to regulate
building and planning,  industrial buildings, plants or equipment, and health or
safety, only as such are directly related to environmental matters.



                                        5

<PAGE>



     "GAAP" means generally accepted accounting principles of the United States,
consistently  applied,  as governed by all the United States legal  requirements
for financial statements.

     "Hazardous  Materials"  means any  hazardous  substance or any pollutant or
contaminant  defined  or  included  as  such in (or  for  the  purposes  of) any
Environmental Law.

     "Knowledge  of  Seller"  (or words of similar  import)  refers to all those
things which are the subject of actual  knowledge  of the Seller's  directors or
senior executive officers after diligent inquiry.

     "Manufacturing  Agreement" means the manufacturing  agreement between Buyer
and  Seller  relating  to the  supply by Seller  to Buyer of  certain  products,
substantially in the form of Exhibit C hereto.

     "Material  Adverse Effect" means a material  adverse effect on the business
or in the  financial  condition,  results  of  operations,  properties,  assets,
liabilities or prospects of the BCA Division, Seller or the Subsidiaries, or any
of them,  or on the ability of Seller to enter into this  Agreement  and perform
its obligations hereunder.

     "Permitted  Encumbrance"  means (i) materialmens',  mechanics',  carriers',
workers',  repairmen's,  and other  similar  liens  arising or  incurred  in the
ordinary  course of  business,  (ii)  statutory  liens with respect to which the
underlying  obligation  is not in  default,  (iii)  encumbrances  or liens being
contested  in good  faith,  and (iv)  each  other  Encumbrance  identified  as a
"Permitted Encumbrance" in the Disclosure Memorandum.

     "Person" means a corporation, partnership, trust, limited liability company
or other entity, or an individual.

     "Products"  means each and every  product  manufactured  in BCA's  Business
and/or the BCA Division, other than Sicklequik.

     "Rule" means any law, statute,  rule,  regulation,  order,  court decision,
judgment or decree of any federal, state,  territorial,  provincial or municipal
authority  or  body,   and,   when  it  is  commonly   proper  to  follow  them,
non-compulsory recommendations of any such public authorities and bodies.

     "Seller Agreements" means, collectively,  this Agreement, the Bill of Sale,
the Trademark Assignments, the Manufacturing Agreement and the Supply Agreement.

     "Seller  Contracts" means all contracts,  leases,  agreements,  indentures,
licenses,  mortgages,  commitments  or  binding  arrangements  or  relationships
pursuant to which Seller is a party and which pertain to BCA's Business.



                                        6

<PAGE>



     "Seller Premises" means the real estate (including fixtures,  buildings and
other improvements thereon) at the addresses listed in the Disclosure Memorandum
owned or leased by Seller, as indicated  therein,  where BCA's Business is being
or has been conducted.

     "Social" refers to employment-related  obligations of Seller, including all
actual or contingent  liabilities  relating to  unemployment  coverage,  health,
injury, death and retirement.

     "Supply  Agreement"  means the supply  agreement  between  Buyer and Seller
relating  to the  supply by Seller to Buyer of  certain  freeze-dried  products,
substantially in the form of Exhibit D hereto.

     "Tax" or "Taxes" means all forms of levies, taxes, customs and other duties
normally deemed to be of a fiscal or customs  nature,  including but not limited
to (a) all taxes levied,  imposed or assessed  under the United States  Internal
Revenue Code or any other statute,  rule, ordinance or law, in the United States
or elsewhere; (b) taxes in the nature of sales tax, consumption tax, value added
tax,  payroll tax, group tax,  undistributed  profits tax,  fringe benefits tax,
recoupment tax,  withholding tax, land tax, water rates,  municipal rates, stamp
duties, gift duties or other state, territorial, provincial or municipal charges
or impositions  levied,  imposed or collected by any governmental  body; and (c)
any additional tax, interest,  penalty,  charge, fee or other amount of any kind
assessed,  charged or imposed in relation to the non-,  late, short or incorrect
payment of the same or the failure to file any return.

     "Trademark  Assignments"  means the  assignments  to Buyer by Seller of all
trademarks  included in the  Transferred  Assets,  substantially  in the form of
Exhibit E hereto.

     "Transferred  Assets"  means  those  assets  of BCA's  Business  which  are
identified as Transferred Assets in the Disclosure Memorandum.

     "Warranty" means any the  representations  and warranties of Seller in this
Agreement or in any other document delivered in connection herewith.

                                   ARTICLE II
                          TERMS OF TRANSACTION; CLOSING

     2.1 Purchase  and Sale.  Upon the terms and subject to the  conditions  set
forth in this  Agreement,  and by means of their  execution  and delivery of the
Bill of Sale, the Assumption Agreement,  the Manufacturing Agreement, the Supply
Agreement,  the Trademark Assignment,  at the Closing Seller shall sell, convey,
transfer,  assign and  deliver the  Transferred  Assets to Buyer and Buyer shall
purchase and acquire the Transferred Assets from Seller.

     2.2 Purchase Price. In  consideration  of the sale,  conveyance,  transfer,
assignment and delivery to Buyer by Seller of the Transferred  Assets, (a) Buyer
at the Closing shall execute the Assumption  Agreement and deliver it to Seller,
and (b) shall pay Seller Four Million Five Hundred Thousand Dollars

                                        7

<PAGE>



($4,500,000.00), as adjusted in accordance with this Section 2.2 and Section 2.4
(the  "Purchase  Price").  Seller  shall  deliver  to  Buyer at the  Closing  an
estimated  statement of the  inventory and accounts  receivable  included in the
Transferred  Assets  (in  both  cases  net of  reserves)  less  current  Assumed
Liabilities  (the "Estimated Net Current  Assets").  The Purchase Price shall be
increased to the extent the Estimated Net Current Assets exceed  $3,000,000,  or
shall be decreased to the extent the amount $3,000,000 exceeds the Estimated Net
Current Assets.

     2.3 Closing.  The Closing shall take place,  subject to the satisfaction or
waiver of the conditions set forth herein, at 10:00 a.m., April 30, 1999, in the
offices of Nelson Mullins Riley &  Scarborough,  L.L.P.,  999 Peachtree  Street,
N.E., Suite 1400, Atlanta, Georgia, or on such other date and at such other time
and place as the parties shall agree in writing.

     2.4 Post-Closing Adjustment.

     (a) No later than 60 days  following  the Closing,  Buyer shall  provide to
Seller a final  statement  (the  "Final  Balance  Sheet") of the  inventory  and
accounts  receivable  included in the  Transferred  Assets (in both cases net of
reserves; and the reserve for doubtful accounts shall hereinafter be referred to
as the "Account  Reserve")  less  current  Assumed  Liabilities  (the "Final Net
Current Assets").  In preparing the Final Balance Sheet, Buyer shall be entitled
to revise Seller's  statement of Estimated Net Current Assets only to the extent
(i) any item of inventory or any account  receivable was not actually  delivered
to Buyer at  Closing,  (ii)  there  exists  more than  $90,000.00  in  inventory
produced,  manufactured  or  distributed  by BioScot  Limited and Ortho Clinical
Diagnostics, or (iii) such statement, taken as a whole, is inconsistent with the
Accounting Standards.  Seller shall notify Buyer in writing of any objections to
Buyer's  calculation  of the Final Net  Current  Assets (in  reasonable  detail)
within 5 business  days after  receiving it. If Seller fails to give such notice
by such time, Seller shall be deemed to have agreed with Buyer's  calculation of
the Final Net Current  Assets as delivered.  If Seller gives such notice by such
time,  Seller and Buyer  shall then have 10  business  days after such notice to
agree on the  amounts of the Final Net Current  Assets.  If Seller and Buyer are
not able to agree by such  time,  the  determination  of the Final  Net  Current
Assets amount will be submitted to Price Waterhouse Coopers in Atlanta,  Georgia
(or  any  successor   accounting  firm),  who  shall  have   responsibility  for
determining the correct Final Net Current Assets amount, under GAAP applied in a
manner consistent with past practices, within 30 days following such submission.
The determination of Price Waterhouse Coopers (or any such successor  accounting
firm)  shall be final and  binding on Seller  and  Buyer.  The costs of any such
determination shall be shared equally by Seller and Buyer.

     (b) The  Purchase  Price  shall be  adjusted  by the  amount  the Final Net
Current Assets (as  determined in accordance  with Section  2.4(a))  exceeds the
Estimated  Net Current  Assets,  or  decreased by the amount the  Estimated  Net
Current Assets exceeds the Final Net Current Assets (as determined in accordance
with Section  2.4(a)),  respectively.  Buyer or Seller,  as  appropriate,  shall
deliver the adjustment required by this Section 2.4(b) to the other party within
5  business  days after the  determination  of the Final Net  Current  Assets in
accordance with Section 2.4(a).


                                        8

<PAGE>



     (c) Immucor shall use good faith efforts to collect the accounts receivable
included in the  Transferred  Assets (the  "Transferred  Accounts").  Twenty-six
weeks after the Closing,  Buyer shall return to Seller any Transferred  Accounts
which it has been unable to collect (the "Returned  Accounts"),  and it shall do
so by executing an assignment of the Returned  Accounts to Seller. At such time,
the Purchase Price shall be further  adjusted:  (i) downward,  to the extent the
aggregate amount of the Returned Accounts exceeds the Account Reserve,  and (ii)
upward,  to the extent the Account Reserve  exceeds the aggregate  amount of the
Returned  Accounts;  and Buyer or Immucor shall provide notice of such amount to
Biopool.  Within 2 business  days after such  providing  such  notice to Seller,
Buyer or Seller,  as appropriate  shall pay such adjustment  amount to the other
party.

     2.5  Allocation of Purchase  Price.  The Purchase  Price shall be allocated
among the Transferred Assets and the covenant not to compete contained herein as
provided in Exhibit F attached  hereto.  Each party hereto  covenants and agrees
that it will not take a position  on any tax return,  before any agency  charged
with collection of any tax, or in any judicial or administrative proceeding that
is in any way inconsistent with the allocation set forth on Exhibit F.

                                   ARTICLE III
                              WARRANTIES OF SELLER

     To induce  Buyer to execute,  deliver and perform  this  Agreement,  and in
acknowledgement of Buyer's reliance on the following  Warranties,  Seller hereby
represents  and warrants to Buyer as follows as of the date hereof and as of the
Closing:

     3.1 Corporate Organization, Authority.

     (a) Seller is a corporation duly organized and validly existing and in good
standing under the laws of the State of Delaware and has all requisite corporate
power and authority and possesses all rights, privileges,  franchises, licenses,
permits,  authorizations and approvals,  governmental or otherwise, necessary to
entitle  it to use its  corporate  name and to own or lease its  properties  and
assets and to carry on its business as and in the places  where such  properties
or assets are now owned, leased or operated and such business is conducted.

     (b) Seller has the corporate  power and  authority to execute,  deliver and
perform the Seller  Agreements and to consummate the  transactions  contemplated
hereby and thereby.

     (c) The  execution,  delivery  and  performance  by  Seller  of the  Seller
Agreements have been duly authorized by all requisite  corporate action and will
not violate any Rule,  any Charter  Document,  or any  provision of any material
indenture,  agreement or other instrument to which Seller is a party or by which
Seller or any of the Transferred Assets is bound or affected,  or conflict with,
result in a breach of or constitute (with due notice or lapse of time or both) a
default under any such indenture,  agreement or other  instrument,  or result in
the  creation  or  imposition  of any  Encumbrance  upon any of the  Transferred
Assets.


                                        9

<PAGE>



     (d) The copies of the Charter Documents of Seller that have been previously
delivered to Buyer are the complete,  true, valid and correct Charter  Documents
of Seller in  effect  as of the date  hereof.  The  minutes  of  directors'  and
shareholders'  meetings of Seller that have  previously  been delivered to Buyer
are  the  complete,   true,   valid  and  correct   records  of  directors'  and
shareholders'  meetings  through and including the date hereof and,  reflect all
transactions and other matters required to be reflected in such records, as well
as such other matters customarily contained in records of such type.

     (e) For the past two years BCA's  Business has been  conducted  only in the
BCA Division and not in any other entity or  subsidiary.  Except as described in
the Disclosure  Memorandum,  other than sales of products  outside of the United
States in the  ordinary  course of business,  no part of BCA's  Business nor any
operations of the BCA Division are conducted outside the United States.

     3.2 Validity.

     (a) The Seller  Agreements  have been duly executed and delivered by Seller
and constitute the legal, valid and binding  obligations of Seller,  enforceable
in accordance with their respective terms,  subject to general equity principles
and to  applicable  bankruptcy,  insolvency,  reorganization  and  similar  laws
affecting the enforcement of creditors' possessive rights in effect from time to
time.

     (b) The  execution,  delivery and  performance of this  Agreement,  and the
consummation of the transactions contemplated hereby, have been duly and validly
authorized  by all  necessary  action,  corporate or  otherwise,  on the part of
Seller (whether by its board of directors,  shareholders, or otherwise) required
to take such action,  and will not, without the giving of notice or the lapse of
time, or both (i) violate or conflict with any of the  provisions of any Charter
Document; (ii) violate,  conflict with or result in a breach or default under or
cause termination of any term or condition of any mortgage, indenture, contract,
license,  permit,  instrument,  trust document, or other agreement,  document or
instrument  to  which  Seller  is a  party  or by  which  Seller  or  any of its
properties may be bound;  (iii) violate any Rule; or (iv) result in the creation
or imposition of any Encumbrance upon any of the Transferred Assets.

     3.3 Consents. Except as specified in the Disclosure Memorandum,  Seller has
obtained all necessary consents,  approvals,  authorizations or estoppels of any
other person or entity or  governmental or regulatory  authority  required to be
obtained now or at the Closing to: (a) authorize and permit (i) the  assignment,
transfer  and  conveyance  to  Buyer  of the  Transferred  Assets,  and (ii) the
execution,  delivery and performance by Seller of the Seller Agreements; and (b)
allow Buyer to hold and use the  Transferred  Assets  after the Closing free and
clear of all Encumbrances, except liens arising under the Assumed Liabilities.



                                       10

<PAGE>



     3.4  Compliance  With Law.  Seller has not violated any order of any court,
governmental  authority,  arbitration  board or  tribunal  to which it is or was
subject,  nor is Seller in  violation  of any Rule the  violation of which would
have a material adverse effect on Seller, the transactions  contemplated by this
Agreement,  the Transferred  Assets,  or BCA's  Business,  or would increase the
Assumed Liabilities.

     3.5  Division  Financial  Statements.  The Division  Financial  Statements,
including  the  footnotes  thereto,  are true,  complete and correct,  have been
prepared in accordance with the Accounting Standards,  consistently applied, and
fairly present the financial  position of BCA's Business as of the dates thereof
and the  results of its  operations  for the  respective  periods  thereof.  The
Division  Financial  Statements  contain  all  disclosures  required  under  the
Accounting  Standards  as of the dates of, and for the  periods  covered by, the
Division Financial Statements.

         3.6 FDA and Related Matters.

        (a) The Disclosure  Memorandum  sets forth a complete and accurate list,
referencing  relevant  records and documents,  since January 1, 1997, of (i) all
Regulatory  or Warning  Letters,  Notices of Adverse  Findings,  and Section 305
Notices   and  similar   letters  or  notices   issued  by  the  Food  and  Drug
Administration  (the  "FDA") or any other  federal,  state,  local,  or  foreign
governmental entity that is concerned with the safety, efficacy, reliability, or
manufacturing of medical products,  including drugs and devices, relating to the
conduct of the BCA's  Business,  (ii) all United  States  Pharmacopoeia  product
problem  reporting program  complaints or reports,  MedWatch FDA Forms 3500, and
device experience  network  complaints  received by Seller with respect to BCA's
Business  and all Drug and  Medical  Device  Reports,  adverse  drug  experience
reports,  and therapeutic  failure reports filed by Seller with respect to BCA's
Business,  which complaints or reports pertain to any incident  involving death,
serious  injury,  or a serious adverse drug  experience,  and for which incident
there  has been any (1)  notice or  follow  up  inquiry  to Seller or any of its
subsidiaries by the FDA, (2) litigation or arbitration  claim or cause of action
commenced,  or (3) notice to any  insurance  carrier of Seller  with  respect to
BCA's  Business  tendering  the defense or giving notice of a possible or actual
claim against Seller or any of its  subsidiaries,  (iii) all product recalls and
safety  alerts  conducted by or issued to Seller with respect to BCA's  Business
and any requests  from the FDA or any other drug and medical  device  regulatory
agency requesting Seller with respect to BCA's Business to cease to investigate,
test, or market any product,  (iv) any civil penalty actions begun by the FDA or
any other drug and medical device  regulatory agency against Seller with respect
to BCA's  Business  and all consent  decrees  issued with respect to Seller with
respect to BCA's Business,  and (v) any other written communications between the
FDA or any other drug and medical device regulatory agency, on the one hand, and
Seller  with  respect  to BCA's  Business,  on the  other  hand,  including  any
responses  by Seller to any of the  foregoing.  Seller has  delivered to Immucor
copies of all documents  referred to in the  Disclosure  Memorandum,  as well as
copies of all  complaints  and other  information  required to be  maintained by
Seller  pursuant to Section  820 of Title 21 of the Code of Federal  Regulations
("CFR") or 21 CFR Section 211.



                                       11

<PAGE>



        (b)  Seller  has  obtained  all  consents,  approvals,   certifications,
authorizations, and permits of, and have made all filings with, or notifications
to, the FDA and all other drug and medical device  regulatory  agencies pursuant
to applicable  requirements of all FDA laws,  rules,  and  regulations,  and all
corresponding state and foreign laws, rules, and regulations applicable to BCA's
Business.  All  representations  made by  Seller  in  connection  with  any such
consents,  approvals,  certifications,  authorizations,  permits,  filings,  and
notifications  were true and correct in all  material  respects at the time such
representations  were made, and the products of BCA's Business  comply with, and
perform   in   accordance   with   the   specifications   described   in,   such
representations.  BCA's Business is in all material  respects in compliance with
all  applicable  FDA  laws,  rules,  and  regulations,   and  all  corresponding
applicable  state and foreign  laws,  rules,  and  regulations  (including  Good
Manufacturing  Practices,  as defined in 21 CFR Parts 210, 211, and 820, Medical
Device Reporting  requirements,  and Adverse Experience Reporting) applicable to
the  business  of Seller.  Seller has not  received  any notice  that any of the
consents, approvals,  certifications,  authorizations,  registrations,  permits,
filings, or notifications that it has received or made to operate BCA's Business
have  been or are  being  revoked  or  challenged.  Except  as set  forth in the
Disclosure  Memorandum,  to the Knowledge of Seller, there are no investigations
or inquiries pending, and there is no threat of any investigation or inquiry, by
the FDA or any other drug and medical device  regulatory  agency relating to the
operation of the BCA's  Business or its  compliance  with FDA laws,  rules,  and
regulations,  and corresponding  state and foreign laws, rules, and regulations,
applicable to BCA's Business.

        3.7 Litigation.  Except as set forth in the Disclosure Memorandum, there
is no action, suit, decree, claim,  counterclaim,  proceeding or governmental or
other  investigation  or  proceeding  pending  or, to the  Knowledge  of Seller,
threatened against or affecting Seller, BCA's Business or the Transferred Assets
or that  affects  the  consummation  of the  transactions  contemplated  by this
Agreement before any court or by or before any governmental  body or arbitration
board,  government agency or tribunal, nor to the Knowledge of Seller is there a
basis for any such action, suit, investigation or proceeding.

        3.8 Assets.

        (a)  Description.   The  Disclosure  Memorandum  sets  forth  a  general
description and the location of all the Transferred Assets.

        (b) Title.  Seller has good,  valid and  marketable  title to all of the
Transferred  Assets,  free and clear of any and all Encumbrances  other than the
Permitted  Encumbrances.  Seller owns all the personal property reflected on the
Division Balance Sheet and the Division Financial  Statements.  Immediately upon
and after  giving  effect  to the  Closing,  Buyer  will  have  good,  valid and
marketable title to all of the Transferred Assets, free and clear of any and all
Encumbrances other than the Permitted  Encumbrances,  and, after the Closing, no
Permitted  Encumbrance or other  Encumbrance will materially  interfere with the
conduct of BCA's Business.



                                       12

<PAGE>



        (c) Possession.  All the tangible  Transferred  Assets are on the Seller
Premises  and in Seller's  possession  and  control.  No one else has any right,
title or  interest  in any  property or asset now used or proposed to be used by
Seller in BCA's Business.

        (d) All Necessary  Assets.  The  Transferred  Assets  include all of the
inventory,  accounts  receivable,  intellectual  property  and other  intangible
assets,  and quality  manuals and  quality  systems  owned by Seller and used in
predominantly BCA's Business.

        (e)  Inventory.  Each  item of  inventory  included  in the  Transferred
Assets, whether raw materials,  work-in-process, or finished goods inventory, is
of good and merchantable quality,  usable and saleable in the ordinary and usual
course of BCA's Business  (consistent  with past  practice),  suitable for their
intended  purpose,  has not been adulterated,  misbranded or mislabeled,  and is
free of any  substance  which may  render it  injurious  to  health,  lessen its
potency or effectiveness, or otherwise cause it not to be in compliance with all
applicable Rules.

        (f)  Accounts  Receivable.   Except  as  set  forth  in  the  Disclosure
Memorandum, all accounts receivable of Seller included in the Transferred Assets
represent monies due for goods sold or services  rendered in the ordinary course
of business and are recorded on the Division  Balance Sheet in  accordance  with
GAAP.  Seller has provided  Buyer with a current,  complete  and accurate  aging
report  of such  accounts  receivable.  Except  as set  forth in the  Disclosure
Memorandum,  there are no accounts receivable included in the Transferred Assets
that are owed to Seller by any  director,  officer,  shareholder  or employee of
Seller or any relative of any such person.

        3.9 Bank Accounts.  The Disclosure Memorandum contains a list of all the
checking,  depository  or other bank  accounts and any safe deposit  boxes of or
relating to the Transferred  Assets or BCA's  Business,  including in particular
lock-box  accounts  and  other  accounts  into  which the  payments  made by the
customer's  of BCA's  business  are  deposited,  together  with the names of all
persons who are presently authorized to draw thereon or have access thereto.

        3.10 Suppliers and Customers.  The Disclosure Memorandum contains a list
of each  supplier of goods or services to BCA's  Business to whom Seller paid in
the aggregate more than $25,000.00 during the 12-month period ended December 31,
1998,  together  with  the  amount  paid  during  such  period.  The  Disclosure
Memorandum  contains a list of each  customer  of BCA's  Business to whom Seller
billed in the aggregate more than  $25,000.00  during the 12-month  period ended
December 31, 1998, together with the amount billed during such period. Except as
set forth in the Disclosure Memorandum, there are no disputes between Seller (or
any of  Seller's  employees  or  representatives)  and  any  of the  significant
suppliers of BCA's  Business,  customers  of BCA's  Business,  or others  having
business with BCA's Business. To the Knowledge of Seller, except as set forth in
the Disclosure Memorandum,  relations with each such customer, supplier or other
person are satisfactory,  and to Seller's  Knowledge,  no customer,  supplier or
other person intends to  discontinue  the purchase or supply,  respectively,  of
products or services on a basis consistent with past practice.



                                       13

<PAGE>



        3.11 Trade Secret and Employment  Claims. To the Knowledge of Seller, no
third party has claimed that Seller or any director,  officer, manager, employee
or agent of Seller,  in respect of  activities on behalf of Seller in respect of
the  operations of BCA's  Business to date, has (i) violated any of the terms or
conditions of any  employment  contract with a third party,  (ii)  infringed any
patent,  trademark or copyright  of a third party,  (iii)  disclosed or used any
trade secrets or proprietary  information or  documentation of such third party,
or (iv) interfered in the employment  relationship between a third party and any
of his or  its  employees;  nor,  to the  Knowledge  of  Seller,  has  any  such
violation, disclosure, use or interference occurred.

        3.12 Intellectual Property.

        (a) The Disclosure Memorandum lists and describes the following items of
intellectual  property  primarily  used in, or the use of which is material  to,
BCA's Business: (i) all patents, patent applications,  trade names,  trademarks,
service marks,  trademark and service mark  registrations and applications,  and
all patent,  trademark and service mark licenses, (ii) all copyrights,  computer
software,  databases,  and all other intellectual property, that are owned by or
registered  in the name of Seller or to which  Seller has any rights as licensee
or  otherwise,  which list  specifies  which  items are owned and to which items
Seller has rights as a licensee  or  otherwise,  (iii) the  quality  systems and
quality  manuals  related  to the  production  of the  Products,  and  (iv)  all
contracts,  agreements or understandings pursuant to which Seller has authorized
any person to use,  or which any person  otherwise  has the right to use, in any
business or  commercial  activity,  any of the items listed in clauses (i), (ii)
and (iii) above.

        (b) To the  Knowledge  of Seller,  Seller has not  infringed  upon,  and
Buyer's  conduct of BCA's Business  after the Closing as presently  conducted by
Seller will not infringe upon, any patent,  service mark, trade name, trademark,
copyright,  trade secret or other  intellectual  property belonging to any other
Person;  and Seller has not agreed to  indemnify  any Person for or against  any
infringement  of or by the  intellectual  property  set forth in the  Disclosure
Memorandum.  To the  Knowledge of Seller,  no person is  infringing  upon any of
Seller's patents, patent applications,  trade names, trademarks,  service marks,
trademark  and  service  mark  registrations,   licenses,  copyrights,  computer
software or other intellectual property used in BCA's Business.

        (c) After the Closing, no Person will have the right to restrict the use
by Buyer and its assignees of any of Seller's  intellectual property included in
the Transferred  Assets,  which right to restrict arose prior to the Closing and
was based on any action taken by Seller or any previous owner of the Transferred
Assets.  The  Transferred  Assets  include  all  of  the  intellectual  property
necessary  to the  conduct of BCA's  Business  as it was  conducted  immediately
before the Closing.

        3.13  Contracts.  The  Disclosure  Memorandum  sets  forth a list of all
Seller Contracts relating to BCA's Business that continue for more than 3 months
after  the date  hereof,  that  involve  the  payment  or  receipt  of more than
$25,000.00 or that are otherwise material to BCA's Business or prospects. Except
as set forth in the Disclosure Memorandum:


                                       14

<PAGE>



        (a) each of such  Seller  Contracts  is in full  force  and  effect  and
constitutes  a  binding  obligation  of  all  parties  thereto,  enforceable  in
accordance  with its terms and, to the Knowledge of Seller,  none of such Seller
Contracts has been canceled or otherwise  terminated,  and there is no threat to
do so.

        (b) to the Knowledge of Seller, there are no existing defaults or events
of default,  real or claimed,  or events  (including the sale of the Transferred
Assets)  which with  notice or lapse of time or both would  constitute  defaults
under any Seller Contract.

        (c) other  than as set forth in the  Disclosure  Memorandum,  the Seller
Contracts are assignable to Buyer without the consent of any Third Party.

        (d)  there  are no  Seller  Contracts  with  any  director,  officer  or
shareholder of Seller, or with any person related to any such person or with any
company or other organization in which any director,  officer, or shareholder of
Seller or anyone related to any such person,  has a direct or indirect financial
interest.

        (e) other than as set forth in the Disclosure Memorandum,  Seller is not
subject to any contract or agreement:

        (i) that contains covenants limiting the freedom of Seller to compete in
any line of business in any geographic area;

        (ii) that  requires  Seller  to share  any  profits,  or  requiring  any
payments or other distributions based on profits, revenues or cash flows;

        (iii)  pursuant to which third  parties have been provided with products
that can be  returned  to Seller in the event they are not sold and which  could
involve  products  valued at $5,000.00 or more (invoice price) in the aggregate;
or

        (iv) that, to the Knowledge of Seller, has had or may in the future have
a material adverse effect upon the business,  earnings or financial condition of
Seller.

        3.14  Permits.  Seller  holds  free and  clear  all  permits,  licenses,
franchises and  authorizations  from governmental and regulatory  authorities as
are necessary to conduct BCA's  Business  (the "Seller  Permits"),  all of which
Seller  Permits are listed in the  Disclosure  Memorandum.  To the  Knowledge of
Seller no event has  occurred  that allows (nor after notice or lapse of time or
both would allow) revocation or termination any Seller Permit or would result in
any other material  impairment of the rights of the holder of any Seller Permit.
True, correct and complete copies of all  correspondence  regarding any material
adverse information  concerning any of the Seller Permits,  all material notices
concerning any of the Seller Permits, and other material information  concerning
the Seller  Permits are  contained or described  in the  Disclosure  Memorandum.
Except as set forth in the Disclosure Memorandum,  all of the Seller Permits are
fully  transferable  to Buyer and none of the Seller Permits will be terminated,
canceled, revoked or otherwise materially adversely affected by the transactions

                                       15

<PAGE>



contemplated  hereby.  With  respect to those  Seller  Permits  set forth in the
Disclosure Memorandum which will be terminated,  canceled,  revoked or otherwise
materially  adversely affected by the transactions  contemplated hereby, if any,
all  standards  and  conditions  to be met  by  the  Seller  necessary  for  the
re-issuance  of such Seller Permits to Buyer have been satisfied or obtained and
will continue  until the Closing to be satisfied by the operation of the Seller.
To the Knowledge of Seller,  no event has occurred that allows (nor after notice
or lapse of time or both would allow)  revocation or  termination  of any Seller
Permit or would  result in any other  material  impairment  of the rights of the
holder of any Seller Permit.  Upon  assignment of the Seller Permits to Buyer as
part of the Transferred  Assets,  Buyer will hold the Seller Permits free of all
claims and restrictions on use.

        3.15 Product Liability  Insurance  Policies.  The Disclosure  Memorandum
sets  forth a  complete  and  accurate  list and  description  of all  insurance
policies in force naming Seller,  or any employees  thereof in their capacity as
such, as an insured or beneficiary or as a loss payable payee, and which insures
Seller  from  liability  relating  to any claims  made  regarding  the  Products
("Product Liability  Insurance").  Seller has not received notice of any pending
or threatened  termination or premium  increase  (retroactive or otherwise) with
respect  thereto,  and Seller is in  compliance  with all  conditions  contained
therein.  There  have  been no  lapses  (whether  cured or not) in the  coverage
provided under the Product Liability Insurance policies.

        3.16  Events  After  September  30,  1998.  Except  as set  forth in the
Disclosure  Memorandum,  since  September 30, 1998,  Seller has conducted  BCA's
Business only in the ordinary course, consistent with reasonable past practices,
and has not:

        (a)  suffered  any  material  property or casualty  loss,  or waived any
material right;

        (b) lost a customer that accounted for more than  $50,000.00 in revenues
during the  twelve-month  period ended  September 30, 1998, or  experienced  any
other material adverse change in any aspect of BCA's Business;

        (c) made any sales on terms  (including  but not  limited to  discounts,
extended  payment  terms  and other  incentives)  materially  inconsistent  with
reasonable prior practices;

        (d) entered into any material commitment or transaction  affecting BCA's
Business;

        (e)  realized an asset or reduced a liability  related to a  transaction
with a customer or supplier that was not authorized by the customer or supplier;

        (f) failed to maintain the financial statements and its books of account
in accordance with the Accounting Standards;



                                       16

<PAGE>



        (g) sold,  assigned,  transferred  or  encumbered  any of its  assets or
affected the carrying value of any its liabilities, including without limitation
any commercial  agreements,  or entered into any  arrangement to purchase assets
and/or  assume  liabilities  (except in each case as  required  in the  ordinary
course of business);

        (h) failed to maintain any of the  Transferred  Assets and continue with
all  contractual  obligations  the  Transferred  Assets in accordance with their
respective terms;

        (i) agreed to take any action described in this Section 3.16.

        3.17 Copies  Provided to Buyer.  Seller has given or made  available  to
Buyer true,  correct and complete  copies of each of the contracts,  agreements,
instruments and other documents listed in the Disclosure Memorandum.

        3.18 Brokers. No broker or finder, other than Context Capital Group, has
acted on behalf of Seller in connection with this Agreement and the transactions
contemplated  hereby,  and  Seller has not made any other  agreement  to pay any
agent,  finder,  broker or any other representative any fee or commission in the
nature of a finder's or  originator's  fee arising out of or in connection  with
the subject matter of this Agreement.

                                   ARTICLE IV
               REPRESENTATIONS AND WARRANTIES OF BUYER AND IMMUCOR

        Each of Buyer and Immucor  hereby  represents  and warrants to Seller as
follows:

        4.1 Organization,  Qualifications and Corporate Power. Each of Buyer and
Immucor is a corporation  duly organized and validly  existing under the laws of
the State of Georgia, and has full corporate power and authority to own, operate
and conduct  BCA's  Business.  Buyer has the  corporate  power and  authority to
execute, deliver and perform the Buyer Agreements.

        4.2 Authorization.  The execution,  delivery and performance by Buyer of
the Buyer Agreements has been duly authorized by all requisite  corporate action
and will not violate any  material  provision  of law, any order of any court or
other  agency  of  government,  or  any  provision  of any  material  indenture,
agreement or other  instrument to which Buyer is a party or by which it is bound
or affected,  or conflict with, or result in a breach of or constitute (with due
notice of lapse of time or both) a default under any such  indenture,  agreement
or other instrument.

        4.3  Validity.  This  Agreement  has been duly executed and delivered by
Each of Buyer  and  Immucor,  and  constitutes  the  legal,  valid  and  binding
obligation  of each of Buyer and Immucor,  enforceable  in  accordance  with its
respective  terms,  subject  to  general  equity  principles  and to  applicable
bankruptcy,   insolvency,   reorganization   and  similar  laws   affecting  the
enforcement of creditors' possessive rights in effect from time to time.



                                       17

<PAGE>



        4.4 Brokers. No broker or finder, other than TM Capital Corp., has acted
on  behalf  of Buyer in  connection  with this  Agreement  and the  transactions
contemplated  hereby,  and  Buyer has not made any  other  agreement  to pay any
agent,  finder,  broker or any other representative any fee or commission in the
nature of a finder's or  originator's  fee arising out of or in connection  with
the subject matter of this Agreement.

        4.5 Litigation.  There is no action, suit, decree, claim,  counterclaim,
proceeding or governmental or other  investigation or proceeding  pending or, to
the  knowledge of Buyer,  threatened  against  Buyer or Immucor that affects the
consummation of the transactions contemplated by this Agreement.

                                    ARTICLE V
                      CONDUCT OF BUSINESS PRIOR TO CLOSING

        Pending the  Closing,  Seller will  operate and conduct  BCA's  Business
diligently and only in its ordinary course in accordance  with reasonable  prior
practice,  and will not make or institute any changes in methods of manufacture,
purchase, sale, lease, management, accounting or operation except with the prior
written  consent  of  Buyer.  Pursuant  thereto  and  not in  limitation  of the
foregoing:

        5.1 Financial Statements;  Financial Position. Seller shall maintain its
financial  statements in accordance  with the  Accounting  Standards,  strive to
enhance  the  financial  position  of the BCA  Division,  and  use  commercially
reasonable  efforts to increase  the sales of the BCA  Division in a  profitable
manner and address market changes.

        5.2  Maintenance  of Assets and  Business.  Seller  shall  maintain  the
Transferred  Assets in their  present  state of repair  (ordinary  wear and tear
excepted),  continue in all contractual obligations related to BCA's Business in
accordance  with their  respective  terms and preserve the goodwill,  if any, of
BCA's  Business  and  Seller's  relationships  with  the  customers,  licensors,
suppliers,  distributors  and brokers  with whom it has  business  relations  in
connection with BCA's Business.

        5.3 Ability to Perform Manufacturing and Supply Agreements. Seller shall
not take any action, or allow any action to occur, which would diminish Seller's
ability to perform its  obligations  under the  Manufacturing  Agreement and the
Supply Agreement.

        5.4  Notice of  Disputes.  Seller  shall  promptly  advise  Buyer of the
details of any disputes,  claims, actions, suits or proceedings pertaining to or
otherwise materially affecting BCA's Business affairs, assets or contracts.

        5.5  No  Action  Without  Consent.  Seller  shall  not  take  any of the
following  actions  after the date of this  Agreement  without the prior written
consent of Buyer:



                                       18

<PAGE>



        (a)  dispose  of any of  the  other  Transferred  Assets  except  in the
ordinary course of business consistent with reasonable past practices;

        (b) subject any of the Transferred Assets to an Encumbrance;

        (c) affect the carrying value of any Assumed Liability or enter into any
arrangement to assume liabilities  (except as required in the ordinary course of
business);

        (d) enter into or modify and contractual arrangement with any consultant
which impacts or relates to BCA's Business;

        (e)  cancel  any  debts  owed  to  Seller  which  are  included  in  the
Transferred Assets;

        (f) amend or terminate  any material  agreement  related to or affecting
BCA's Business or the Transferred  Assets,  including any insurance  policy,  in
force on the date hereof;

        (g) make any changes in accounting methods, principles or practices;

        (h) do any act,  omit to do any act or permit  any act  within  Seller's
control  which  will cause a breach or untruth  of any  Warranty  or  obligation
contained in this Agreement or any obligations contained in any contract;

        (i) enter into any material contract or commitment which, if it had been
entered into prior to execution of this  Agreement,  would have been required to
be disclosed in the Disclosure Memorandum.

        5.6  Equipment.  Seller  shall not sell any items of  equipment  used in
BCA's  Business and which is not a part of the  Transferred  Assets prior to the
Closing,  other than to Buyer. Prior to the Closing,  Seller shall provide Buyer
an  opportunity  to inspect such  equipment  and make an offer to purchase  such
equipment from Seller.  The parties shall  negotiate the terms for any such item
in good faith,  provided that nothing in this Section 5.6 shall obligate  Seller
to sell any such items or obligate Buyer to buy any such items.

                                   ARTICLE VI
                            COVENANTS OF THE PARTIES

        6.1 Cooperation and Best Efforts.

        (a)  Seller,  on the one  hand,  and  Buyer,  on the other  hand,  shall
cooperate fully with each other and their respective  employees,  legal counsel,
accountants and other  representatives and advisers in connection with the steps
required  to be  taken  as part  of  their  respective  obligations  under  this
Agreement;  and shall, at any time and from time to time after the Closing, upon
the request of the other, do, execute, acknowledge and deliver, or will cause to
be done, executed, acknowledged and

                                       19

<PAGE>



delivered, all such further acts, deeds,  assignments,  transfers,  conveyances,
powers of attorney, receipts, acknowledgments, acceptances and assurances as may
be  reasonably  required to satisfy and  perform the  obligations  of such party
hereunder,  and to allow Buyer to operate  BCA's  Business  after Closing in the
manner in which it was  operated  before the  Closing.  Subject to the terms and
conditions of this  Agreement,  each party will use its best efforts to take, or
cause to be  taken,  all  actions  and to do,  or cause to be done,  all  things
necessary or advisable  under  applicable laws and regulations to consummate the
transactions contemplated by this Agreement as promptly as practicable.

        (b) Without limiting the generality of Section 6.1(a),  Seller agrees to
cooperate  and  assist  Buyer  and  Immucor  in  connection  with   transferring
information contained in Seller's computer databases related to the BCA Division
to Buyer in a manner and format which can be efficiently  used by Buyer,  and to
provide all reasonable  assistance  and to comply with all  reasonable  requests
related thereto.

        6.2 Access.  From the date of this  Agreement  through the Closing Date,
Seller  shall  (i)  provide   Buyer  and  its  designees   (officers,   counsel,
accountants,   actuaries,  and  other  authorized   representatives)  with  such
information  as Buyer may from time to time  reasonably  request with respect to
Seller and the transactions  contemplated by this Agreement;  (ii) provide Buyer
and its designees  complete access to the books,  records,  offices,  personnel,
counsel,  accountants  and  actuaries of Seller as Buyer or their  designees may
from time to time  reasonably  request;  (iii) permit Buyer and its designees to
make such inspections of the Transferred Assets as Buyer may reasonably request,
and (iv) permit Buyer and Immucor to contact and speak to the customers of BCA's
Business, and cooperate with and assist Buyer and Immucor in retaining customers
of BCA's  Business.  No such  investigation  shall  limit or  modify  in any way
Seller's  obligations  with respect to any breach,  inaccuracy or untruth of its
representations,  warranties,  covenants or  agreements  contained  herein.  Any
information  so furnished  by Seller shall be true,  current and complete in all
material  respects and shall not contain any untrue statement of a material fact
or omit to state a material fact  required to be stated  therein or necessary to
make the statements therein not misleading.

        6.3 Interim  Financials.  As promptly as practicable  after each regular
monthly  accounting  period after  December  31, 1998,  and prior to the Closing
Date, Seller shall deliver to Buyer periodic financial reports relating to BCA's
Business in the form which it customarily prepares for its internal purposes.

        6.4 Records.  Seller shall  provide to Buyer,  as soon as is  reasonably
practicable  after the  Closing,  copies of any and all files,  records or other
data maintained by Seller in respect of or relating to the Transferred Assets.

        6.5 Corporate Name.

        (a) From and after the date of the Closing,  Seller and its  Affiliates,
directors,  officers,  employees,  agents and representatives shall cease to use
the name "BCA" (or any variation  thereof) for any business  purpose,  except as
employees or agents of Buyer, for the benefit of Buyer.

                                       20

<PAGE>



        (b) From and after the date of the  Closing,  and  continuing  until the
later of the termination of the Manufacturing Agreement or 36 months,  whichever
is longer, Seller grants to Buyer and Immucor a fully-paid, royalty-free license
to use the "Biopool"  and "Biopool  International"  names and  trademarks to the
extent the packaging or labeling  associated with inventory  purchased hereunder
or under the  Manufacturing  Agreement  contains or includes  the  "Biopool"  or
"Biopool International" names or trademarks.

        6.6 Maintain Corporate Existence.  Until Seller has performed all of its
obligations  under the Seller  Agreements,  Seller shall  maintain its corporate
existence;  provided that Seller may merge, consolidate, or liquidate so long as
the other parties who  participate in the merger,  consolidation  or liquidation
(i)  expressly  assume in writing all of Seller's  obligations  under the Seller
Agreements,  and (ii) such Persons provide evidence  reasonably  satisfactory to
Immucor that they have the financial ability to perform such obligations.

        6.7 Expenses.  Whether or not the expenses are incurred  before or after
the  Closing,  each of the expenses  incurred by Buyer and Seller in  connection
with the  authorization,  preparation,  execution and  performance of the Seller
Agreements,  including without limitation all fees, commissions, and expenses of
agents,  representatives,  counsel,  accountants,  brokers and finders, shall be
paid by the party that incurred such expenses.  Without  limiting the generality
of the  foregoing,  Seller  shall be  responsible  for the  payment of any fees,
commissions or expenses of any legal counsel and any broker or finder engaged by
Seller.

        6.8 Taxes.  Seller shall be  responsible  for and shall pay when due all
Taxes imposed upon Seller's income from the transactions contemplated hereunder,
all Taxes imposed on the purchase,  sale,  use or transfer of property by Seller
prior to and as a result of the Closing, and all Taxes relating to, arising from
or in  connection  with  the  conduct  of BCA's  Business  by  Seller  up to and
including the Closing Date.

        6.9 Survival of  Warranties.  The  Warranties  will not merge,  but will
survive  the  Closing  (i) in the case of the  representations  made in  Section
3.8(b) hereof,  indefinitely,  and in the case of all other representations made
herein, two years.

        6.10 Indemnification.

        (a) By Seller.  Seller  shall  indemnify,  reimburse  and hold  harmless
Buyer,  its  Affiliates  and any  successor or assigns (the "Seller  Indemnified
Persons") for any and all direct or indirect claims, losses, liabilities (actual
or contingent),  damages  (including special and consequential  damages),  costs
(including court costs) and expenses  (including all attorneys' and accountants'
fees and  expenses)  (hereinafter  a "Loss" or  "Losses"),  as a result of or in
connection with (i) any breach,  inaccuracy or untruth of any Warranty,  whether
such  breach,  inaccuracy  or  untruth  exists  or is made  on the  date of this
Agreement or as of the Closing; or (ii) any breach of or noncompliance by Seller
with any covenant or agreement of Seller  contained in this  Agreement or in any
other agreement or instrument  delivered in connection  with this Agreement;  or
(iii) any liabilities of Seller other than the Assumed

                                       21

<PAGE>



Liabilities; or (iv) any litigation,  mediation or arbitration involving Seller,
the  Transferred  Assets or BCA's  Business  arising from actions taken or facts
existing  before the  Closing or arising  out of or related to the  transactions
contemplated  by this  Agreement;  or (v) any act or omission  of Seller  before
Closing constituting or causing  non-compliance on or after the date hereof with
any requirement of applicable Rule; or (vi) any fees, commissions or expenses of
any broker or finder engaged by Seller;  or (vii) after the Closing,  the return
of any  products  of the BCA  Division  sold  before  the  Closing  in excess of
$5,000.00,  whether or not in the  ordinary  course of  business,  except to the
extent  that  any  such  product  return  results  in an  uncollectible  account
receivable which is considered in the purchase price adjustment  contemplated by
Section  2.4(c).  Notwithstanding  the foregoing,  no claim for  indemnification
under   subsections   6.10(a)(i),   6.10(a)(ii),   6.10(a)(iii),    6.10(a)(iv),
6.10(a)(v), or 6.10(a)(vi) may be made by a Seller Indemnified Person unless and
until the  cumulative  total of all Losses  suffered  by all Seller  Indemnified
Persons exceeds or is reasonably expected to exceed $25,000, and thereafter only
in excess of such amount;  and further  provided  that the maximum  liability of
Seller under this Section shall be $3,000,000.00 for claims made within one year
from the  anniversary of the Closing in accordance  with Section 6.10(d) hereof,
and shall be $1,500,000.00 for claims made thereafter. The indemnity provided by
this Section 6.10(a) shall be the exclusive remedy for any Loss. Notwithstanding
anything  to the  contrary  contained  in this  Agreement,  the  limitations  on
liability  contained in this Section  6.10(a) will not apply to: (i) any breach,
inaccuracy  or untruth  of any  Warranty,  which,  to the  Knowledge  of Seller,
existed prior to the time such  representation or warranty was made; or (ii) any
intentional  breach of or intentional  noncompliance by Seller with any covenant
or agreement of Seller  contained in this Agreement or in any other agreement or
instrument delivered in connection with this Agreement.

        (b) By Buyer. Buyer shall indemnify, reimburse and hold harmless Seller,
its  Affiliates and any successor or assigns (the "Buyer  Indemnified  Persons")
for any and all  direct or  indirect  claims,  losses,  liabilities  (actual  or
contingent),  damages  (including  special  and  consequential  damages),  costs
(including court costs) and expenses  (including all attorneys' and accountants'
fees and  expenses)  (hereinafter  a "Loss" or  "Losses"),  as a result of or in
connection with (i) any breach,  inaccuracy or untruth of any  representation or
warranty,  whether such breach,  inaccuracy or untruth  exists or is made on the
date  of  this  Agreement  or as of  the  Closing;  or  (ii)  any  breach  of or
noncompliance by Buyer with any covenant or agreement of Buyer contained in this
Agreement or in any other  agreement or instrument  delivered in connection with
this Agreement;  or (iii) any Assumed Liability.  Notwithstanding the foregoing,
no claim for  indemnification  under this Section 6.10(b) may be made by a Buyer
Indemnified  Person unless and until the cumulative total of all Losses suffered
by the Buyer  Indemnified  Person  exceeds or is  reasonably  expected to exceed
$25,000, and thereafter only in excess of such amount; and further provided that
the maximum  liability of Seller under this Section shall be  $3,000,000.00  for
claims made within one year from the  anniversary  of the Closing in  accordance
with  Section  6.10(d)  hereof,  and  shall be  $1,500,000.00  for  claims  made
thereafter.  The  indemnity  provided  by  this  Section  6.10(b)  shall  be the
exclusive  remedy  for  any  Loss.  Notwithstanding  anything  to  the  contrary
contained in this  Agreement,  the  limitations  on liability  contained in this
Section  6.10(b)  will not apply to any  breach,  inaccuracy  or  untruth of any
representation  or warranty  made by Buyer  which,  to the  knowledge  of Buyer,
existed  prior to the time such  representation  or warranty was made, or to any
intentional breach of or intentional noncompliance by Buyer with any covenant or

                                       22

<PAGE>



agreement  of Buyer  contained in this  Agreement  or in any other  agreement or
instrument delivered in connection with this Agreement.

        (c) Notification.  Seller and Buyer each hereby undertakes to notify the
other without delay of the occurrence of any event which constitutes or may with
the passage of time constitute an event entitling any Buyer  Indemnified  Person
or  Seller   Indemnified   Person   (either,   an   "Indemnified   Persons")  to
indemnification under this Section.

        (d) Notice of Claim. To seek indemnification  hereunder,  an Indemnified
Person  shall  notify  Seller  or  Buyer,  as  appropriate,  of  any  claim  for
indemnification,  specifying in reasonable detail the nature of the Loss and the
amount or an estimate of the amount thereof.

        (d) No Prejudice.  Nothing  herein shall prevent an  Indemnified  Person
from making a claim for a Loss  hereunder  notwithstanding  its knowledge of the
Loss or possibility of the Loss on or prior to the Closing Date.

        (e) Other Rights.  The indemnities  granted hereunder are in addition to
and not in substitution for any other right or remedy an Indemnified  Person may
now have or may  subsequently  take or hold,  and may be enforced  without first
recourse  to such  other  right  or  remedy  and  without  taking  any  steps or
proceedings  in connection  therewith,  and  notwithstanding  any rule of law or
equity or statutory provision to the contrary.

        6.11  Casualty.  Seller  shall  bear the risk of any loss or  damage  or
destruction  to any of the  Transferred  Assets  from fire or other  casualty or
cause at all times  prior to the  Closing.  Upon the  occurrence  of any loss or
damage to any material  portion of the  Transferred  Assets as a result of fire,
casualty, or other causes prior to the Closing,  Seller shall immediately notify
Buyer of the same in writing,  stating with  particularity the extent of loss or
damage  incurred,  the  cause  thereof,  if  known,  and  the  extent  to  which
restoration, replacement, and repair of the Transferred Assets lost or destroyed
will be reimbursed under any insurance policy with respect thereto.  Buyer shall
have the option,  but not the obligation,  exercisable  within fifteen (15) days
after receipt of such notice from Seller to:

        (a) Postpone the Closing until such time as such Transferred Assets have
been completely repaired, replaced, or restored;

        (b) Elect to consummate the Closing and accept the Transferred Assets in
their "then"  condition,  in which event Seller shall assign to Buyer all rights
under any insurance  claim  covering the loss and pay over to Buyer any proceeds
under any such  insurance  policy  theretofore  received by Seller with  respect
thereto; or



                                       23

<PAGE>



        (c) If in the sole  opinion of Buyer the loss or damage  materially  and
adversely  affects BCA's  Business or the  Transferred  Assets taken as a whole,
terminate this Agreement,  whereupon this Agreement shall be of no further force
or effect and neither Seller nor Buyer shall have any further rights, duties, or
obligations hereunder.

        6.12 Setoff.  Buyer shall have the right to setoff any amount payable to
Seller by Buyer against any amount payable by Seller to Buyer.

        6.13 Confidentiality.

        (a)  Seller  shall  hold  in  trust  and  confidence  all   Confidential
Information  and Trade Secrets (as defined  below) and shall not make any copies
of,  distribute or use any  Confidential  Information or Trade Secrets except as
necessary to prepare for the completion of the transactions  contemplated  under
this  Agreement.  After the  Closing,  Seller  shall  not make any  unauthorized
disclosure  of Trade  Secrets.  After the Closing and for a period of five years
thereafter,  Seller shall not make any  unauthorized  disclosure of Confidential
Information.  Upon the first request in writing from Buyer, Seller shall deliver
to Buyer all Trade  Secrets  and  Confidential  Information  in its  possession,
without  retaining  any copies  thereof.  Seller shall cause its  Affiliates  to
comply with this Section 6.13 as if each were Seller.

        (b) As used in this Section 6.13:

        (i)  "Confidential  Information"  means,  with respect to BCA's Business
only, all information  relating to BCA's Business,  Buyer's Business (current or
future), any Buyer Affiliate, or any person or entity with which it deals, which
information is reasonably regarded as confidential, being information not in the
public domain, including,  without limitation:  all Inventions;  technical data;
research and development information;  business records,  information and notes;
products;  "know-how";  engineering  or  other  data;  designs,  specifications,
processes  and formulae;  manufacturing  or planning  procedures,  techniques or
information;  marketing  plans,  strategies and forecasts;  business and product
development  plans,  strategies and forecasts;  financial  statements,  budgets,
prices,  costs and  financial  projections;  accounting  procedures or financial
information;  names and details of consumers,  customers,  suppliers and agents;
and secret information;  together with the possible or likely function,  purpose
or application of that information  whether in the current activities of Seller,
Buyer or any Affiliate or fields to which the activities of Seller, Buyer or any
Affiliate may reasonably  extend from time to time, any part of or  improvements
to that information, and any recommendation,  test or report of Seller, Buyer or
any Affiliate or any  consultant or agent in connection  with that  information;
and whether such information is oral, written, recorded or stored by electronic,
magnetic,  electromagnetic  or other form or process or  otherwise  in a machine
readable  form,  translated  from the  original  form,  recompiled,  made into a
compilation, wholly or partially copied, modified, updated or otherwise altered,
or originated or obtained by, or coming into the possession, custody, control or
Knowledge of Seller, Buyer or an Affiliate either alone or jointly.



                                       24

<PAGE>



        (ii)  "Invention"  means,  with  respect  to BCA's  Business  only,  any
invention,  drawing,  design,  model,  contrivance,   structure,  specification,
improvement, discovery, creation, idea, concept, formula, process and other work
or contribution however developed,  created,  made discovered or conceived,  and
whether or not  patented  or  patentable  (whether  by  renewal  or  otherwise),
protected by copyright,  or otherwise  protected or capable of protection by law
anywhere and which relates to BCA's Business.

        (iii) "Trade  Secrets"  means,  with respect to BCA's Business only, any
information  of Seller,  Buyer or an  Affiliate  (including  but not  limited to
technical or non-technical data, a formula, a pattern, a compilation, a program,
a device, a method, a technique, a drawing, a process, financial data, financial
plans,  product plans, or a list of actual or potential  customers or suppliers)
which (i) relates to BCA's  Business,  (ii) derives  economic  value,  actual or
potential,   from  not  being   generally   known  to,  and  not  being  readily
ascertainable  by proper means by, other persons who can obtain  economic  value
from its  disclosure  or use,  and  (iii) is the  subject  of  efforts  that are
reasonable under the circumstances to maintain its secrecy.

        6.14 Noncompetition.

        (a) Seller  acknowledges and recognizes the highly competitive nature of
the Buyer Business and accordingly agree that, to induce Buyer to consummate the
transaction  contemplated by this  Agreement,  Seller shall not, and shall cause
its Affiliates not to, for a period of five (5) years after the Closing Date:

        (i) Engage  directly  or  indirectly  in any  Competitive  Business  (as
defined below) anywhere in the Restricted Territory (as defined below);

        (ii) With respect to BCA's  Business  only,  solicit or accept  business
from anyone who is or becomes an active or prospective  customer of Buyer or its
Affiliates or who was an active or prospective customer of Seller at or prior to
the Closing Date:

        (iii) Solicit for employment any employee of Buyer or its Affiliates; or

        (iv) Attempt to do any of the things (or directly or  indirectly  assist
anyone  else in  doing  or  attempting  to do any of the  things)  specified  in
subsections (i), (ii) or (iii) above.

        (b) As used in this Section 6.14:

        (i) "Competitive  Business" means and includes any business  individual,
corporation or other entity which is engaged wholly or partly in the manufacture
and sale of FDA licensed and non-licensed immunohematology reagents, reagent red
blood cells,  anti-human  globulin  reagents,  blood grouping reagents and blood
typing  and  antibody  identification  products  and all  related  services  and
supplies, excluding Sicklequik; and


                                       25

<PAGE>



        (ii) "Restricted Territory" means the anywhere Buyer's Business or BCA's
Business is being or will be conducted.

        (c)  Notwithstanding  anything to the contrary in this Section  6.14, no
Person that succeeds to all or substantially  all of the business of Seller will
be deemed to be in  violation of this Section 6.14 if such Person was engaged in
a Competitive Business on the date hereof.

        6.15 Employees.

        (a) Offers of Employment. Buyer may, but shall not be required to, offer
employment to any of the Employees,  on terms to be determined by Buyer. Nothing
in this  Agreement  shall be construed as limiting  Buyer's right to hire any of
the Employees.

        (b) Employee Benefits and Costs.  Seller shall bear all costs related to
Employees, and Buyer assumes no liabilities related to the Employees.

        6.16 FDA Establishment  License.  Seller  acknowledges that its facility
located 1230 Wilson Drive, West Chester, Pennsylvania and used in BCA's Business
(the "Pennsylvania Facility") is licensed under FDA establishment license number
1227 in the name of Biopool International,  Inc. (the "Establishment  License"),
and that those  certain  reagent blood cell  Products,  blood  grouping  reagent
Products,  and anti-human globulin reagent Products are products licensed by the
FDA (the "Product  Licenses").  Seller shall perform its  obligations  under the
Manufacturing Agreement and Supply Agreement,  and shall do all things necessary
to retain  the  Establishment  License  until all of its  obligations  under the
Manufacturing  Agreement and the Supply Agreement have been  discharged.  At the
conclusion  of  the  term  of  the   Manufacturing   agreement  or  its  earlier
termination,  and upon  Immucor's  direction,  Seller shall provide the FDA with
notice  of  its  intention  to  discontinue  production  of all  product  at the
Pennsylvania  Facility,  shall apply for revocation of the Establishment License
and the Product Licenses,  and shall waive its opportunity for a hearing on such
matters, all pursuant to 21 CFR Part 601.5.

        6.17 Funds Received After Closing.  Any and all funds received by Seller
(or anyone other than Buyer) after Closing in respect of the Transferred  Assets
or BCA's Business shall be remitted to Buyer immediately upon receipt.

        6.18  Maintenance  of Product  Liability  Insurance.  For a period of 36
months after the Closing,  Seller shall maintain general comprehensive liability
insurance in an amount  appropriate for the industry and for the Products.  At a
minimum,  such insurance  shall provide  coverage for each  occurrence of bodily
injury and property damage in an amount not less that $3,000,000 combined single
limit with special  endorsements  providing  coverage for products and completed
operations  liability,  blanket  contractual  liability,  and blanket broad form
vender  liability.  Such insurance  policy or policies shall be endorsed to name
Immucor  and  Buyer  as  an  additional  insured  and  to  provide  for  written
notification to Immucor and Buyer by the insurer not less than thirty days prior
to the expiration, cancellation, or modification of such coverage. A certificate
of insurance evidencing

                                       26

<PAGE>



compliance with this Section and  referencing  this Agreement shall be furnished
to Immucor at the Closing.

                                   ARTICLE VII
                       CONDITIONS TO OBLIGATIONS OF SELLER

        Each of the  obligations  of Seller to be performed  hereunder  shall be
subject to the  satisfaction  (or waiver by Seller) at or before the  Closing of
each of the following  conditions:  Buyer shall have tendered the purchase price
required to be paid at Closing,  and Buyer shall have  executed and tendered the
Assumption Agreement.

                                  ARTICLE VIII
                       CONDITIONS TO OBLIGATIONS OF BUYER

        The  obligations of Buyer to be performed  hereunder shall be subject to
the  satisfaction  (or waiver by Buyer) at or before the  Closing of each of the
following conditions:

        8.1   Representations,   Warranties   and   Covenants.   Each   of   the
representations  and warranties of Seller  contained in this Agreement  shall be
true in all  respects  as of the time of the  Closing  with the same  force  and
effect as though  made at that time  (provided  that,  solely for the purpose of
determining  whether such condition has been met, any representation or warranty
limited to the  knowledge  of Seller  shall not be  limited to such  knowledge);
Seller shall have  performed  and complied in all respects  with the  respective
covenants and agreements set forth herein to be performed or complied with by it
at  or  before  the  Closing;  and  Seller  shall  have  delivered  to  Buyer  a
certificate, signed on behalf of Seller by its President, to all such effects.

        8.2 Litigation. No suit, investigation, action or other proceeding shall
be pending or overtly threatened before any court or governmental  agency, which
has resulted in the  restraint or  prohibition  of Buyer,  or in the  reasonable
opinion of counsel for Buyer could result in the  obtaining of material  damages
or  other  relief  from  Buyer,   in  connection  with  this  Agreement  or  the
consummation of the transactions contemplated hereby.

        8.3 Opinion of Counsel to Seller. Buyer shall have received from counsel
to Seller an opinion dated the Closing Date in form and  substance  satisfactory
to Buyer and its counsel.

        8.4 Execution and Delivery of Documents.  Seller shall have executed and
delivered all the Seller Agreements and other documents as required herein;  and
all other  agreements,  certificates and other documents  delivered by Seller to
Buyer  hereunder  shall be in form and  substance  satisfactory  to counsel  for
Buyer, in the exercise of such counsel's reasonable judgment.

        8.5 No Material  Change.  Seller  shall not have  suffered  any material
adverse  change since  December 31, 1998 in its business,  prospects,  financial
condition,  working capital, assets, liabilities (absolute,  accrued, contingent
or otherwise), reserves or operations.

                                       27

<PAGE>



        8.6 Required Governmental  Approvals.  All governmental  authorizations,
consents and approvals  necessary for the valid consummation of the transactions
contemplated  hereby  shall  have been  obtained  and shall be in full force and
effect.  All  applicable  governmental   pre-acquisition   filing,   information
furnishing  and  waiting  period  requirements  shall  have  been  met  or  such
compliance shall have been waived by the governmental authority having authority
to grant such waivers.

        8.7 Other Necessary  Consents.  Seller shall have obtained all consents,
approvals  and  estoppels  required  to be listed in the  Disclosure  Memorandum
pursuant to Section 3.3 hereof. With respect to each such consent,  approval and
estoppel,  Buyer shall have received  written  evidence,  satisfactory to Buyer,
that such consent, approval or estoppel has been duly and lawfully filed, given,
obtained or taken and is effective, valid and subsisting.

                                   ARTICLE IX
                                  MISCELLANEOUS

        9.1  Notices.  All  notices,  requests,   demands,  consents  and  other
communications  required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when  delivered by  overnight  courier or express
mail service or by postage pre-paid certified or registered mail, return receipt
requested (the return receipt constituting prima facie evidence of the giving of
such notice, request,  demand or other communication),  by personal delivery, or
by fax with  confirmation  of  receipt  to the  following  address or such other
address of which a party subsequently may give notice to all the other parties:

     If to Buyer:         BCA Acquisition Corporation
                          P.O. Box 5625
                          3130 Gateway Drive
                          Norcross, Georgia  30091-5625
                          Attn:  Edward L. Gallup, President
                          Fax:  (770) 242-8930

     with a copy to:      Nelson Mullins Riley & Scarborough, L.L.P.
                          First Union Plaza, Suite 1400
                          999 Peachtree Street, N.E.
                          Atlanta, Georgia 30309
                          Attn:  Philip H. Moise, Esq.
                          Fax:  (404) 817-6050

     If to Immucor:       Immucor, Inc.
                          P.O. Box 5625
                          3130 Gateway Drive
                          Norcross, Georgia 30091-5625
                          Attn: Edward L. Gallup, President
                          Fax: (770) 242-8930

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<PAGE>



     with a copy to:      Nelson Mullins Riley & Scarborough, L.L.P.
                          First Union Plaza, Suite 1400
                          999 Peachtree Street, N.E.
                          Atlanta, Georgia 30309
                          Attn:  Philip H. Moise, Esq.
                          Fax:  (404) 817-6050

     If to Biopool:       Biopool International, Inc.
                          6025 Nicolle Street
                          Ventura, CA 93003
                          Attn:  Michael D. Bick, Ph.D., Chief Executive Officer
                          Fax:  (805) 654-0681

     with a copy to:      Troop Steuber Pasich Reddick & Tobey, LLP
                          2029 Century Park East, 24th Floor
                          Los Angeles, CA 90067-3010
                          Attn:  Scott W. Alderton
                          Fax:  (310) 728-2222

        9.2 Parties  Bound by  Agreement;  Successors  and  Assigns.  The terms,
conditions and  obligations of this Agreement  shall inure to the benefit of and
be binding upon the parties  hereto and the  respective  successors  and assigns
thereof.  Without the prior written consent of Buyer,  neither Seller nor Seller
may assign their rights,  duties or obligations hereunder or any part thereof to
any other Person.  Buyer may assign its rights and duties  hereunder in whole or
in part (before or after the Closing) to one or more Affiliates.

        9.3 Entire Agreement.  The Seller Agreements,  the Disclosure Memorandum
and all other  certificates,  schedules and other documents  delivered  pursuant
thereto  constitute the entire agreement between the parties with respect to the
transactions  contemplated hereby, and supersede and are in full substitution of
any and all prior  agreements  and  understandings  written or oral  between the
parties relating to such transactions.

        9.4 Descriptive  Headings.  The descriptive  headings of the Sections of
this Agreement are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.

        9.5  Counterparts.  This  Agreement  may be  executed  in any  number of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.



                                       29

<PAGE>



        9.6 Amendments and Waivers.  No  modification,  termination,  extension,
renewal or waiver of any  provision  of this  Agreement  shall be binding upon a
party unless made in writing and signed by such party.  A waiver on one occasion
shall not be construed as a waiver of any right on any future occasion. No delay
or omission by a party in exercising any of its rights  hereunder  shall operate
as a waiver of such rights.

        9.7 Governing Law, Jurisdiction and Venue. THIS AGREEMENT IS EXECUTED BY
BUYER IN, AND SHALL BE CONSTRUED IN ACCORDANCE  WITH AND GOVERNED BY THE LAWS OF
GEORGIA.  SELLER HEREBY CONSENTS TO THE NON-EXCLUSIVE  JURISDICTION OF ANY STATE
OR FEDERAL  COURT  LOCATED  WITHIN THE COUNTY OF GWINNETT,  STATE OF GEORGIA AND
IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS  AGREEMENT MAY BE LITIGATED IN SUCH COURTS.  SELLER  ACCEPTS FOR ITSELF AND
ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY,  THE NONEXCLUSIVE JURISDICTION OF
THE  AFORESAID  COURTS  AND  WAIVES  ANY  DEFENSE  OF FORUM NON  CONVENIENS  AND
IRREVOCABLY  AGREES TO BE BOUND BY ANY JUDGMENT  RENDERED  THEREBY IN CONNECTION
WITH THIS AGREEMENT.  SELLER DESIGNATES AND APPOINTS THE FOLLOWING PERSON AS ITS
AGENT TO RECEIVE ON ITS BEHALF SERVICE OF PROCESS IN ANY SUCH  PROCEEDING IN ANY
SUCH COURT,  AND ANY SUCH SERVICE IS HEREBY  ACKNOWLEDGED  TO BE  EFFECTIVE  AND
BINDING  IN EVERY  RESPECT,  AND  SELLER  AGREES  THAT  SUCH  APPOINTMENT  SHALL
CONSTITUTE A WAIVER OF ANY DEFENSE TO SERVICE IF SERVED UPON SUCH AGENT:

                           Biopool International, Inc.
                           6025 Nicolle Street
                           Ventura, CA 93003
                           Attn:  President

IF SUCH AGENT REFUSES TO ACCEPT  SERVICE,  SELLER AGREES THAT SERVICE UPON IT BY
MAIL SHALL CONSTITUTE  SUFFICIENT NOTICE.  NOTHING HEREIN SHALL AFFECT THE RIGHT
TO EFFECT SERVICE IN ANY OTHER MANNER  PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
OF A PARTY TO BRING PROCEEDINGS AGAINST ANOTHER PARTY IN THE COURTS OF ANY OTHER
JURISDICTION.

        9.8 No Public  Announcements.  Upon the  execution  and delivery of this
Agreement  by all  parties  hereto,  Buyer and Seller  shall issue a joint press
release  satisfactory  in form and  substance to all parties  hereto.  Except as
contemplated in the preceding sentence, without the prior written consent of the
other parties,  neither Buyer, Seller nor Seller shall make any press release or
other public  disclosure,  or make any  statement to any  customer,  supplier or
other person with regard to the  transactions  contemplated  by this  Agreement,
except as required by law.



                                       30

<PAGE>



        9.9 Acquisition  Proposals.  Prior to the Closing or termination of this
Agreement,  Seller  shall  not,  and shall not  permit  any  officer,  director,
employee or agent of Seller or any Affiliate thereof to (a) solicit, initiate or
encourage  submission  of  proposals or offers,  or accept any offers,  from any
person relating to any acquisition or purchase of any of the Transferred Assets,
or any equity interest in, or any merger,  consolidation or business combination
with,   Seller  affecting  BCA  or  the  Transferred   Assets  (an  "Acquisition
Proposal"),  or (b) participate in any discussions or negotiations regarding, or
furnish to any other  person  any  information  with  respect  to, or  otherwise
cooperate in any way with or assist,  facilitate  or encourage  any  Acquisition
Proposal by any other Person.

        9.10 No Third-Party Beneficiaries.  With the exception of the parties to
this Agreement and the  Indemnified  Parties,  there shall exist no right of any
person to claim a beneficial  interest in this Agreement or any rights  accruing
by virtue of this Agreement.

        9.11 Gender and Number. Where the context requires, the use of a pronoun
of one  gender  or the  neuter is to be  deemed  to  include  a  pronoun  of the
appropriate  gender,  singular words are to be deemed to include the plural, and
vice versa.

        The parties  each have  executed  this  Agreement as of the day and year
first written above.

BIOPOOL INTERNATIONAL, INC.                  IMMUCOR, INC.  



By:     /s/ Michael D. Bick, Ph.D.           By:     /s/ Edward L. Gallup 
        ---------------------------                  ---------------------------
        Michael D. Bick, Ph.D.,                      Edward L. Gallup, President
        Chief Executive Officer

                     
       

                                             BCA ACQUISITION CORPORATION



                                             By:     /s/ Edward L. Gallup
                                                     ---------------------------
                                                     Edward L. Gallup, President


                                       31

<PAGE>



                                    Exhibits


A.  Form of Assumption Agreement
B.  Form of Bill of Sale
C.  Form of Manufacturing Agreement
D.  Form of Supply Agreement
E.  Form of Trademark Assignment
F.  Allocation of Purchase Price

                                       32

<PAGE>



                                    EXHIBIT A

                          FORM OF ASSUMPTION AGREEMENT


        THIS ASSUMPTION  AGREEMENT (this  "Assumption") is made and entered into
this 30th day of April,  1999, by BCA ACQUISITION  CORPORATION,  INC., a Georgia
corporation  ("Purchaser"),  in favor of BIOPOOL INTERNATIONAL,  INC., a Georgia
limited liability company ("Seller").


                              W I T N E S S E T H :


        WHEREAS, Purchaser and Seller are parties to that certain Asset Purchase
Agreement dated as of April 5, 1999 (the "Purchase Agreement");

        WHEREAS, pursuant to the Purchase Agreement,  Purchaser agreed to assume
certain  trade  payables of Seller,  all as more fully set forth in the Purchase
Agreement;

        NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual
promises, covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

        1. Capitalized  Terms.  Capitalized terms used and not otherwise defined
herein shall have the respective meanings assigned to such terms in the Purchase
Agreement.

        2. Assumption.  Purchaser hereby assumes all of the Assumed  Liabilities
as defined in the Purchase  Agreement (the "Assumed  Liabilities") in accordance
with the terms and conditions of the Purchase Agreement.

        3. Exclusion of Other Liabilities. Notwithstanding any provision of this
Assumption,  Purchaser  is  assuming  only the  Assumed  Liabilities  and is not
assuming and shall not be liable for any other liability or obligation of Seller
(or any  predecessor  owner of all or part of BCA's Business) of whatever nature
whether presently in existence or arising hereafter. The assumption by Purchaser
herein shall not be  construed to impair,  defeat or limit in any way any rights
or remedies of Purchaser to contest or dispute the amount thereof.

        4.  Further  Assurances.  Each party  hereto  agrees  from time to time,
subsequent  to the date  hereof,  to execute and deliver or cause to be executed
and delivered such  instruments or further  assurances as may, in the reasonable
opinion of the other  party,  be  necessary  or  desirable to give effect to the
provisions of this Assumption.

                                       33

<PAGE>



        5. Binding Effect. This Assumption shall be binding upon and shall inure
to the benefit of the parties hereto and their respective legal representatives,
successors and assigns.

        6.  Governing  Law. The validity and effect of this  Assumption  and the
rights  and  obligations  of the  parties  hereunder  shall be  governed  by and
construed  and  enforced  in  accordance  with the laws of the State of  Georgia
without regard to principles of conflicts of law.

        7.  Amendments.  No  amendment  to the  terms  and  conditions  of  this
Assumption  shall be valid and  binding on the  parties  hereto  unless  made in
writing and signed by an authorized representative of each of the parties.

        IN WITNESS WHEREOF, the parties hereto have caused this Assumption to be
executed as of the day and year first written above.


                                   "PURCHASER"

                                   BCA ACQUISITION CORPORATION



                                   By:      /s/ Edward L. Gallup
                                            --------------------------- 
                                            Edward L. Gallup, President



                                   "SELLER"

                                   BIOPOOL INTERNATIONAL, INC.



                                   By:     /s/ Michael D. Bick, Ph.D.
                                           ---------------------------
                                           Michael D. Bick, Ph.D.
                                           Chief Executive Officer






                                       34

<PAGE>



                                    EXHIBIT B

                              FORM OF BILL OF SALE


        FOR VALUE RECEIVED, and in further consideration of the mutual covenants
and  conditions  set forth in, and pursuant to the terms of, that certain  Asset
Purchase Agreement (the "Purchase  Agreement") (unless otherwise defined herein,
all capitalized terms shall have the respective  meanings assigned to such terms
in the  Purchase  Agreement),  dated as of  April  5,  1999,  by and  among  BCA
ACQUISITION CORPORATION, a Georgia corporation  ("Purchaser"),  IMMUCOR, INC., a
Georgia corporation  ("Immucor"),  and BIOPOOL  INTERNATIONAL,  INC., a Delaware
corporation ("Seller"), Seller hereby grants, conveys, sells, transfers, assigns
and sets over unto Purchaser all of Seller's right, title and interest, and good
and marketable title, in and to all of the Transferred  Assets as defined in the
Purchase Agreement (the "Transferred Assets"), all pursuant to this Bill of Sale
(this "Bill of Sale").

        TO HAVE AND TO HOLD FOREVER the above described property unto Purchaser,
for the use and benefit of Purchaser  and its  successors  and  assigns.  Seller
agrees from time to time,  subsequent to the date hereof, to execute and deliver
or cause to be executed and delivered such instruments or further assurances, in
the  reasonable  opinion of Purchaser,  as may be necessary or desirable to give
effect to the  provisions of this  Assignment.  Seller  warrants,  covenants and
agrees to take all steps  necessary to put Buyer,  its successors and assigns in
actual peaceful possession and control of the Transferred Assets.

        This  Bill of  Sale  is  made  pursuant  to the  terms  of the  Purchase
Agreement  and  is  entitled  to  all  benefits  thereof.  The  representations,
warranties,  covenants and indemnities  provided in the Purchase Agreement shall
continue  in full force and effect as  provided  therein and shall not be deemed
modified,  waived or amended in any respect whatsoever by reason of this Bill of
Sale.

        THIS BILL OF SALE SHALL BE BINDING  UPON AND SHALL  INURE TO THE BENEFIT
OF THE PARTIES HERETO AND THEIR RESPECTIVE LEGAL REPRESENTATIVES, SUCCESSORS AND
ASSIGNS.  THE  VALIDITY  AND  EFFECT  OF THIS  BILL OF SALE AND THE  RIGHTS  AND
OBLIGATIONS  OF THE PARTIES  HEREUNDER  SHALL BE GOVERNED BY AND  CONSTRUED  AND
ENFORCED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF GEORGIA  WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. NO AMENDMENT TO THE TERMS AND CONDITIONS OF THIS
BILL OF SALE SHALL BE VALID AND  BINDING ON THE  PARTIES  HERETO  UNLESS MADE IN
WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF EACH OF THE PARTIES.


                                       35

<PAGE>



        IN WITNESS WHEREOF, Seller has caused its duly authorized representative
to execute and deliver this Bill of Sale as of this 30th day of April, 1999.


                                          BIOPOOL INTERNATIONAL, INC.


                                          By:      /s/ Michael D. Bick, Ph.D.
                                                   --------------------------
                                                   Michael D. Bick, Ph.D.,
                                                   Chief Executive Officer

                                                   [CORPORATE SEAL]

Accepted and agreed to this 30th day of April, 1999:

IMMUCOR, INC.


By:     /s/ Edward L. Gallup
        ---------------------------                       
        Edward L. Gallup, President






                                       36

<PAGE>



                                    EXHIBIT C

                             MANUFACTURING AGREEMENT


        THIS AGREEMENT is entered into as of the 30th day of April,  1999 by and
between Biopool  International,  Inc., a Delaware corporation  ("Biopool"),  and
Immucor, Inc., a Georgia corporation ("Immucor").

        Unless the context  otherwise  requires,  terms that are capitalized and
not  otherwise  defined in context  have the meanings set forth in Section 10 of
this Agreement.

                                    RECITALS

        BIOPOOL AND IMMUCOR ACKNOWLEDGE THE FOLLOWING:

        A. Biopool and Immucor have  entered  into that certain  Asset  Purchase
Agreement,  dated as April 5,  1999  (the  "Asset  Purchase  Agreement"),  which
provides  for the sale by  Biopool  to  Immucor  of  certain  of the  assets  of
Biopool's BCA Division (the "Division").

        B. Immucor and Biopool  desire that Biopool  provide  manufacturing  and
related  services  to  Immucor  pursuant  to the terms of this  Agreement  using
Biopool's  Pennsylvania Facility (as defined herein) as a transitional source of
supply  for the  Products  during the term of this  Agreement  in order to allow
Immucor  to  establish  production  of the  Products  in its  own  manufacturing
facilities, and as required by the Asset Purchase Agreement.

        C. In addition to this Agreement,  Biopool and Immucor have entered into
that certain Supply Agreement,  dated as the date hereof, which provides for the
sale by  Biopool  to  Immucor of  Immucor's  requirements  of  certain  products
manufactured at Biopool's manufacturing facilities in California.

        In  consideration  of the  recitals and the mutual  covenants  contained
herein, the parties agree as follows:

        1.  Supply  of the  Products.  During  the  term of this  Agreement  (as
provided in Section 7(a) hereof):

            (a)  Biopool's  Obligation  to Supply  Products.  Biopool  agrees to
manufacture  (i)  reagent  red blood  cells at the  times and in the  quantities
according  to  Biopool's  past  practice,  and  (ii) the  Products  shown on the
production schedule attached hereto as Exhibit A ((i) and (ii) collectively, the
"Production  Schedule"),  at the times and in the  quantities  shown thereon and
supply them exclusively to Immucor pursuant to the terms of this Agreement.

                                       37

<PAGE>



            (b)  Manufacturing  and Service Plan.  Exhibit B contains  Biopool's
Manufacturing  and  Service  Plan (the  "Manufacturing  and  Service  Plan") for
producing the Products and performing the services required herein.

            (c) Raw Materials. Biopool will be responsible for obtaining the Raw
Materials  and other  supplies  required  to  produce  the  Products  ordered by
Immucor,  except  that  Immucor  may  provide  Biopool  with same and may direct
Biopool to use Raw  Materials  or  work-in-process  purchased  by  Immucor  from
Biopool  pursuant to the Asset  Purchase  Agreement  and  supplied to Biopool by
Immucor for the purpose of this Agreement.

            (d)  Changes to  Production  Schedule or  Manufacturing  and Service
Plan. Immucor shall have the right to cancel any part of the Production Schedule
with 15 day's prior notice.

        2. Related Services.  During the term of this Agreement,  Biopool agrees
to provide Immucor with the following services related to the Products:

            (a)  Shipping  and  Invoicing.  Except as provided in the  following
sentence,  Biopool shall deliver the Products to Immucor at the places specified
by  Immucor.  Upon  request  of  Immucor,  Biopool  shall ship  directly  to the
customers  identified  by Immucor on behalf of Immucor  and shall  invoice  such
customers' on Immucor's behalf in a manner consistent with Biopool's past custom
and practice. Biopool shall contemporaneously provide Immucor with a copy of any
such  invoice,  and any such invoice  shall direct  Immucor's  customers to make
payment to Immucor.

            (b)  Warehousing.  Biopool  shall  provide  warehousing  and storage
services for the Raw  Materials,  work-in-process  and finished goods related to
this Agreement or the Asset Purchase Agreement.

            (c) Customer  Service.  Biopool shall take customer  orders from the
customers  of the BCA  Division  via  telephone  and fax and  shall  maintain  a
standing  order  file.  Biopool  shall  provide  technical  service  directly to
customers of the BCA Division and shall assist such  customers  with any Product
performance problems such customers may experience with the Products.

        3.  Manufacturing  Fees.  In order  to  allow  Biopool  to  perform  its
obligations  under this  Agreement,  Immucor shall pay $62,500 to Biopool on the
15th and 30th day after the date of this Agreement, and $125,000 on the 45th and
60th day after the date of this Agreement. Such fee shall be deemed to reimburse
Biopool for the personnel and operating  expenses of the Pennsylvania  Facility.
Such fee shall be  increased  by Biopool's  direct  incremental  cost of any Raw
Materials not supplied by Immucor.  Such fee shall also be increased by the cost
of outward  bound freight to customers,  including  Immucor.  From and after the
30th day after the date of this  Agreement,  such fee shall be reduced  upon the
elimination  of  any  personnel  or  the  cancellation  of  any  portion  of the
Production Schedule,  by the mutual agreement of the parties, by an amount equal
to the costs  saved  directly  related to such job  function,  including  direct
salary,  benefits,  and employer  contributions  and taxes. In the event Immucor
elects pursuant to Section 7(a) to extend the term of this Agreement, Immucor

                                       38

<PAGE>



shall make additional  payments to Biopool in accordance with the principles set
forth in this Section 3.

        4.  Delivery; Payment.

            (a) Delivery. Biopool will manufacture the Products and deliver them
to  Immucor  no later  than  the  delivery  dates  requested  in the  Production
Schedule.

            (b) Payment.  Immucor shall reimburse  Biopool pursuant to Section 3
of this Agreement.

        5.  Production, Inspection and Quality Control.

            (a) Regulatory Compliance.  Biopool shall comply with all applicable
federal, state and local laws and regulations in performing its duties hereunder
and any dealings with respect to the Products.

            (b) Production.  Biopool shall  manufacture and produce the Products
in conformance with the Production Schedule, shall use only the Raw Materials or
work-in-process  approved  by  Immucor  (and in no case  shall use or rework any
inventory  returned or rejected by any other  customer or rejected by Immucor in
connection with Asset Purchase Agreement).

            (c) Packaging and Labeling.  Biopool shall appropriately package and
label the Products consistent with past practice and custom.  Biopool shall also
package the  Products  for ultimate  shipment to  Immucor's  customers.  Biopool
grants to Buyer and Immucor a fully-paid,  royalty-free license to use the names
"Biopool" and "Biopool  International" for any purpose related to BCA's Business
from the date hereof until the later of the  termination of this Agreement or 36
months.

            (d) Product Warranties. Biopool expressly warrants that all Products
delivered to Immucor pursuant to this Agreement will be of good and merchantable
quality,   suitable  for  their  intended  purpose,  will  not  be  adulterated,
misbranded or  mislabeled,  and will be free of any  substance  which may render
such  Products  injurious  to health,  lessen the potency or  effectiveness,  or
otherwise  cause  such  Products  not to be in  compliance  with all  applicable
provisions of all United States and Canadian  federal,  state and local laws and
regulations, and any other applicable foreign laws and regulations. Biopool will
deliver  the  Products  to  Immucor  free from any lien,  security  interest  or
encumbrance.

            (e) Right of Inspection.  During the term of this Agreement, Immucor
shall  have the right to  inspect  and audit the parts of  Biopool's  operations
which  are used in the  manufacture,  packaging  and  storage  of the  Products.
Without  limiting the generality of the foregoing  sentence,  Immucor shall have
the right to inspect all raw materials, work in process and finished Products to
ensure that such all raw materials,  work in process and finished  Products will
at the time of  delivery  to  Immucor  be free from  defects  in  materials  and
workmanship. All inspections will be conducted during normal business hours and

                                       39

<PAGE>



Immucor  shall have the sole right to determine the number and frequency of such
inspections.

            (f) Non-Conforming Goods. Biopool acknowledges that Immucor will not
be in a position  to  adequately  inspect  the  Products  delivered  to Immucor.
Immucor may notify  Biopool of any  non-conformity  of the  Products at any time
prior to the  expiration  date of any  Product  manufactured  hereunder,  and no
action by Immucor prior to the  expiration  date of the Products,  including but
not limited to Immucor's resale of the Products to Immucor's customers, shall be
deemed acceptance of the Products for purposes of O.G.C.A.  Section 11-2-606. At
Immucor's election,  non-conforming  goods will be replaced by Biopool within 10
days of  notice  to  Biopool  by  Immucor  or  credited  against  future or past
purchases. Immucor's rights under this subparagraph are without prejudice to any
other remedy  available to Immucor as a result of delivery of Products that fail
to conform with the provisions of this Agreement.

            (g) Quality Control.  Biopool covenants and agrees,  during the term
of this Agreement,  upon Immucor's  request,  Biopool shall provide Immucor with
information  regarding the  manufacture by Biopool of the Products in compliance
with the terms of this Agreement and all federal,  state and local laws,  rules,
ordinances and regulations and such additional  information  directly related to
the manufacture of the Products as Immucor shall request;  and after the term of
this Agreement, Biopool shall transfer all such information to Immucor.

        6.  Indemnification and Insurance.

            (a) Biopool  agrees to indemnify and hold  harmless  Immucor and its
respective directors, officers, employees and agents (collectively, the "Immucor
Indemnitees")  from and against all losses,  damages,  liabilities and expenses,
including  attorneys'  fees,  of any kind or nature,  incurred  by reason of any
claim, action, suit or governmental  investigation or proceeding brought against
or involving the Immucor  Indemnitees or any of them, which relates to or arises
out of (i) Biopool's failure to comply with any provision of this Agreement,  or
(ii) any matter relating to the design,  manufacture,  quality,  fitness,  sale,
purchase or  performance  of any Product  manufactured  by Biopool for  Immucor,
including,  without  limitation,  any product  liability  claims relating to the
Products.

            (b) During the term of this  Agreement and for a period of 36 months
thereafter,  Biopool shall maintain general comprehensive liability insurance in
an amount appropriate for the industry and for the Products.  At a minimum, such
insurance  shall  provide  coverage  for each  occurrence  of bodily  injury and
property damage in an amount not less that $3,000,000 combined single limit with
special  endorsements  providing coverage for products and completed  operations
liability,   blanket  contractual  liability,  and  blanket  broad  form  vender
liability.  Such insurance  policy or policies shall be endorsed to name Immucor
as an additional  insured and to provide for written  notification to Immucor by
the insurer not less than thirty days prior to the expiration,  cancellation, or
modification of such coverage. A certificate of insurance evidencing  compliance
with this Section and  referencing  this Agreement shall be furnished to Immucor
at the Closing.  The  obligations  of Biopool under this Section 6 shall survive
the termination of this Agreement, however occurring.

                                       40

<PAGE>



        7.  Term and Termination.

            (a) Term of Agreement. Unless terminated earlier as provided herein,
the  respective  obligations  of Biopool and Immucor:  (i) under Section 1 shall
expire 60 days from the date  hereof;  (ii) under  Section  2(a) shall expire 60
days from the date  hereof;  (iii) under  Section 2(b) shall expire 60 days from
the date hereof;  and (iv) under Section 2(c) shall expire 60 days from the date
hereof. Immucor shall have a single option to extend this Agreement for a period
of 30 days from its  termination in accordance  with this Section 7(a),  upon 15
days prior notice to Biopool.  This  Agreement may be renewed or extended by the
mutual, written agreement of Biopool and Immucor.

            (b) Termination of Agreement.  All of the respective  obligations of
the parties  under this  Agreement  will  terminate  as provided in Section 7(a)
above upon the occurrence of any of the following:

                (i) Mutual Agreement.  The mutual,  written agreement of Biopool
and Immucor;

                (ii) Breach.  Either party may  terminate  this  Agreement  (the
"Terminating  Party") in the event of a material  breach by the other party (the
"Breaching Party") of any of its obligations under this Agreement,  which breach
is not cured within 5 days after notice thereof; or

                (iii) Immucor's Option. By Immucor, in its sole discretion, upon
not less than 15 days prior written notice to Biopool.

            (c)  Effect of  Termination  in Event of  Breach.  In the event of a
termination of this Agreement  pursuant to Section 7(b), all remedies  available
to the Terminating  Party either in law or equity shall be preserved and survive
the termination of this Agreement.

        8.  Necessary  License.  Immucor  hereby grants to Biopool a fully paid,
nonroyalty bearing nonexclusive license to all inventions,  copyrights, patents,
trademarks,  trade secrets,  know-how and all other intellectual property rights
sold by Biopool to Immucor pursuant to the Asset Purchase Agreement and now held
by Immucor that are  necessary  for the  manufacture  of the Products by Biopool
(the "Necessary  Technology").  Biopool agrees that the foregoing license to the
Necessary  Technology  is solely for the limited use of carrying out the purpose
of this Agreement and for no other purpose and automatically will terminate upon
the termination of this Agreement pursuant to Section 7 above. Any idea, design,
concept or other  invention  made or  developed  solely by Biopool or jointly by
Biopool  and Immucor in the course of  manufacturing  Products  hereunder  shall
promptly be  disclosed by Biopool to Immucor in a complete  written  disclosure.
Biopool  hereby  assigns to Immucor all right,  title and interest in and to any
such idea,  design,  concept or other invention  together with the right to file
patent and other  similar  applications  with  respect  thereto in any  country.
Biopool  agrees to take any and all  actions as may be  requested  by Immucor to
cause complete and full ownership of all such ideas, designs, concepts and other
inventions to be vested completely in Immucor.

                                       41

<PAGE>



        9.  Confidentiality.  Biopool  shall  hold in trust and  confidence  all
Confidential  Information  and Trade  Secrets  and shall not make any copies of,
distribute,  or use any  Confidential  Information  and Trade Secrets  except as
necessary to perform its  obligations  under this  Agreement.  Biopool shall not
make any  unauthorized  disclosure of Trade Secrets.  For a period of five years
from the date hereof,  Biopool  shall not make any  unauthorized  disclosure  of
Confidential Information.  Upon the termination of this Agreement as provided in
Section 7, Biopool  shall  deliver to Buyer all Trade  Secrets and  Confidential
Information in its possession,  without  retaining any copies  thereof.  Biopool
shall  cause  its  Affiliates  to  comply  with  this  Section 9 as if each were
Biopool.

        10. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have the meaning  given them in the Asset  Purchase  Agreement.  As
used in this Agreement, the following terms have the following meanings:

            (a) "Confidential Information" shall have the meaning give such term
in the Asset Purchase Agreement.

            (b) "Pennsylvania  Facility" means Biopool's  manufacturing facility
located at 1230 Wilson Drive, West Chester, PA 19380-4254.

            (c)  "Products"  means  any  and all of  Biopool's  immunohematology
products and test kits,  including but not limited to those  products  listed on
Exhibit C to this Agreement.

            (d) "Raw  Materials"  shall have the  meaning  give such term in the
Asset Purchase Agreement.

            (e) "Trade  Secrets"  shall have the  meaning  give such term in the
Asset Purchase Agreement.

        11. Miscellaneous.

            (a) Title to Goods.  Until such time as the  Products are shipped to
their  destination  as provided  herein,  Immucor  shall retain title to all Raw
Materials,  work-in-process, and finished goods related to the Products produced
or to be produced in connection with this Agreement.

            (b)  Assignment.   Neither  party  shall  transfer  or  assign  this
Agreement  in whole or in part  without the prior  written  consent of the other
party,  which consent shall not be unreasonably  withheld.  Notwithstanding  the
foregoing,  Immucor  may assign  this  Agreement  in whole or in part (i) to any
person or entity which it controls,  is controlled  by, or with whom it is under
common control,  and (ii) to any purchaser of substantially all of the assets of
Immucor or Immucor, Inc., a Georgia corporation. This Agreement shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and permitted assigns.



                                       42

<PAGE>



            (c) Sale or Change of Control of Biopool.  Should  Biopool  elect to
sell or transfer  substantially  all of its assets,  Biopool  shall require as a
condition  of such  transaction  that this  Agreement  with all of its terms and
conditions shall be assumed by the transferee.

            (d)  Independent  Contractor.  This  Agreement  does not  create any
partnership,  joint venture,  trust or agency between the parties  hereto.  This
Agreement  shall  not  cause  either  party to be  considered  an agent or legal
representative  of the other for any  purpose,  nor shall this  Agreement  cause
either party's officers, directors,  employees or agents to be considered agents
or employees of the other party.  This Agreement  shall not give either party or
any of its  officers,  directors,  employees or agents any authority to bind the
other party in any contract  with any third party on behalf of or in the name of
that third party.

            (e) Headings.  The headings  herein are for convenience of reference
only and shall not be deemed a part of this Agreement.

            (f)  Severability.  If any provision of this  Agreement is held by a
court of competent  jurisdiction to be invalid or  unenforceable  for any reason
whatsoever, the parties agree that such invalidity or unenforceability shall not
affect any other provision of this Agreement,  the remaining  provisions  hereof
shall  remain in full force and effect and any court of  competent  jurisdiction
may so modify the objectionable provision as to make it valid and enforceable.

            (g) Governing Law. This Agreement shall be governed by and construed
in  accordance  with the internal  laws of the State of Georgia  without  giving
effect to any choice of law  provision or rule  (whether of the State of Georgia
or any other  jurisdiction)  that would cause the application of any of the laws
of any jurisdiction other than the State of Georgia.

            (h)  Notice.  All  notices  and other  communications  given or made
pursuant to this Agreement  shall be in writing and shall be deemed to have been
duly given or made upon the earlier of receipt, if delivered personally,  on the
third business day following deposit in the U.S. mail if mailed by registered or
certified mail (postage prepaid, return receipt requested) to the parties at the
following  addresses (or at such other address for a party as shall be specified
by like  changes of address)  or the next  business  day when sent by  overnight
courier or express mail service or by electronic  transmission to the telecopier
number specified below with receipt acknowledged:

     If to Immucor:      Immucor, Inc.
                         P.O. Box 5625
                         3130 Gateway Drive
                         Norcross, Georgia 30091-5625
                         Attn: Edward L. Gallup, President
                         Fax: (770) 242-8930


                                       43

<PAGE>



    with a copy to:      Nelson Mullins Riley & Scarborough, L.L.P.
                         First Union Plaza, Suite 1400
                         999 Peachtree Street, N.E.
                         Atlanta, Georgia 30309
                         Attn:  Philip H. Moise, Esq.
                         Fax:  (404) 817-6050

    If to Biopool:       Biopool International, Inc.
                         6025 Nicolle Street
                         Ventura, CA 93003
                         Attn:  Michael D. Bick, Ph.D., Chief Executive Officer
                         Fax:  (805) 654-0681

    with a copy to:      Troop Steuber Pasich Reddick & Tobey, LLP
                         2029 Century Park East, 24th Floor
                         Los Angeles, CA 90067-3010
                         Attn:  Scott W. Alderton
                         Fax:  (310) 728-2200

            (i)  Entire  Agreement.   This  Agreement  and  the  exhibit  hereto
constitute  the entire  agreement  between the parties and  supersede  all prior
agreements,  understandings  and  arrangements,  oral or  written,  between  the
parties  with  respect to the subject  matter  hereof.  In the event of conflict
between any term of this  Agreement and any term in a party's  purchase  orders,
quotations,  acknowledgments,  invoices,  license or other communications to the
other party, this Agreement shall govern.

            (j)  Counterparts.  This  Agreement may be executed in any number of
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
constitute one instrument.

            (k)  Modification  Amendment and Waiver.  This  Agreement may not be
modified or amended  (including by custom,  usage of trade or course of dealing)
except by an instrument in writing  signed by duly  authorized  officers of both
parties hereto. The performance of any obligation  required of a party hereunder
may be waived only by written waiver signed by a duly authorized  officer of the
other party which waiver  shall be  effective  only with respect to the specific
obligations  described therein. The waiver by either party hereto of a breach of
any obligation of the other shall not operate or be construed as a waiver of any
subsequent  breach  of  the  same  provision  or any  other  provision  of  this
Agreement.  The failure of either party to insist, in any one or more instances,
upon full  performance of the terms,  covenants and conditions of this Agreement
shall not be  construed  as a waiver or a  relinquishment  of any right  granted
hereunder or a waiver of future full  performance of any such term,  covenant or
condition.



                                       44

<PAGE>



        IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as
of the date first written above.

                                               IMMUCOR, INC.


                                               /s/ Edward L. Gallup
                                               ---------------------------
                                               Edward L. Gallup, President


                                               BIOPOOL INTERNATIONAL, INC.



                                               /s/ Michael D. Bick, Ph.D.
                                               ---------------------------
                                               Michael D. Bick, Ph.D.,
                                               Chief Executive Officer

                                       45

<PAGE>



                      Exhibit A to Manufacturing Agreement

                               Production Schedule


Product                         Quantity                  Expected Delivery Date


                                       46

<PAGE>



                      Exhibit B to Manufacturing Agreement

                         Manufacturing and Service Plan


                                       47

<PAGE>


<TABLE>
                      Exhibit C to Manufacturing Agreement

                                    Products
<CAPTION>
Code                          Product                                   Pkg.
<S>                           <C>                                  <C> 
                              ABO SERA
                              MONOCLONAL
57209                         Anti-A                                1 x 10ml
57210                         Anti-A                               10 x 10ml
57211                         Anti-B                                1 x 10ml
57212                         Anti-B                               10 x 10ml
57213                         Anti-A,B                              1 x 10ml
57214                         Anti-A,B                             10 x 10ml

                              LECTINS
57215                         Anti-A1                                1 x 2ml
57216                         Anti-H                                 1 x 2ml

                              Anti-Rh SERA
                              Anti-D, S/T
57217                         Anti-D                                1 x 10ml
57218                         Anti-D                               10 x 10ml

                              Rh-hr CONTROL
57222                         Rh-hr Control                         1 x 10ml
57223                         Rh-hr Control                        10 x 10ml

                              MONOCLONAL-Rh
59890                         Anti-D                                1 x 10ml
59891                         Anti-D                               10 x 10ml

                              ANTI-Rh, S/T
57226                         Anti-CDE                              1 x 10ml
57227                         Anti-C                                 1 x 5ml
57228                         Anti-E                                 1 x 5ml
57229                         Anti-c                                 1 x 5ml
57230                         Anti-e                                 1 x 5ml
59851                         Anti-C Monoclonal                      1 x 5ml

                              ANTI-Rh, SALINE
57233                         Anti-D                                 1 x 5ml
57234                         Anti-E                                 1 x 5ml
57236                         Anti-Cw                                1 x 2ml


                                       48

<PAGE>



                      Exhibit C to Manufacturing Agreement
                              (Continued - Page 2)
                                    Products
<CAPTION>
Code                          Product                                   Pkg.
<S>                           <C>                                 <C>                               ANTIGLOBULIN SERA
                              POLYSPECIFIC
57242                         Poly Clear                            1 x 10ml
57243                         Poly Clear                           10 x 10ml
57244                         Poly Clear                           25 x 10ml
57245                         Poly Clear                          100 x 10ml
57246                         Poly Green                            1 x 10ml
57247                         Poly Green                           10 x 10ml
57248                         Poly Green                           25 x 10ml
57249                         Poly Green                          100 x 10ml

                              MONOSPECIFIC
57250                         Anti-IgG Clear                        1 x 10ml
57251                         Anti-IgG Clear                       10 x 10ml
57252                         Anti-IgG Clear                       25 x 10ml
57253                         Anti-IgG Clear                      100 x 10ml
57254                         Anti-IgG Green                        1 x 10ml
57255                         Anti-IgG Green                       10 x 10ml
57256                         Anti-IgG Green                       25 x 10ml
57257                         Anti-IgG Green                      100 x 10ml

                              MONO/POLY
57258                         Poly Clear                            1 x 10ml
57259                         Poly Clear                           10 x 10ml
57260                         Poly Clear                           25 x 10ml
57261                         Poly Green                            1 x 10ml
57262                         Poly Green                           10 x 10ml
57263                         Poly Green                           25 x 10ml

                              MONOSPECIFIC
57265                         Anti-C3                                1 x 3ml

                              ENHANCEMENT MEDIA
                              EM-V (LISS)
57270                         EM-V                                  1 x 10ml
57271                         EM-V                                 10 x 10ml
57272                         EM-V                                100 x 10ml
57273                         EM-V                                  1 x 50ml


                                       49

<PAGE>



                      Exhibit C to Manufacturing Agreement
                              (Continued - Page 3)
                                    Products
<CAPTION>
Code                          Product                                   Pkg.
<S>                           <C>                                 <C>                               EM-X (LISS/BSA)
57274                         EM-X                                  1 x 10ml
57275                         EM-X                                 10 x 10ml
57276                         EM-X                                100 x 10ml

                              ACCULISS (LISS)
57277                         Acculiss                              1 x 10ml
57278                         Acculiss                             10 x 10ml

                              PEG+
57279                         PEG+                                  1 x 10ml
57280                         PEG+                                 10 x 10ml
57281                         PEG+                                  1 x 50ml

                              BOVINE ALBUMIN
57282                         22% BSA                               1 x 10ml
57283                         22% BSA                              10 x 10ml
57284                         22% BSA                             100 x 10ml
57285                         22% BSA                               1 x 50ml
57286                         30% BSA                               1 x 10ml
57287                         30% BSA                              10 x 10ml
57289                         30% BSA                               1 x 50ml

                              ENZYMES
57293                         Ficin Sol.                            1 x 10ml

                              RARE SERA
57296                         Anti-K                                 1 x 5ml
57297                         Anti-k                                 1 x 2ml
57298                         Anti-Kpa                               1 x 2ml
57299                         Anti-Kpb                               1 x 2ml
57300                         Anti-Fya                               1 x 5ml
57301                         Anti-Fyb                               1 x 5ml
57302                         Anti-Jka                               1 x 5ml
57303                         Anti-Jkb                               1 x 5ml
57304                         Anti-M                                 1 x 5ml
57305                         Anti-N Rabbit                          1 x 5ml
57306                         Anti-N Lectin                          1 x 5ml


                                       50

<PAGE>



                      Exhibit C to Manufacturing Agreement
                              (Continued - Page 4)
                                    Products
<CAPTION>
Code                          Product                                   Pkg.
<S>                           <C>                                 <C> 
57307                         Anti-S                                 1 x 5ml
57308                         Anti-s                                 1 x 5ml
57309                         Anti-Lea                               1 x 5ml
57313                         Anti-I                                 1 x 2ml
59850                         Anti-P1 Goat                           1 x 3ml

                              RBCs
56067                         Rare-Type                             1 x 10ml
59308                         I negative                             1 x 3ml

                              PANELS
56068                         Accucell-16                           16 x 3ml
56069                         Tencell Panel                         11 x 3ml

                              SCREENING CELLS
56070                         Spectrogen Duo                        2 x 10ml
56071                         Spectrogen Trio                       3 x 10ml
56072                         Spectrogen Pooled                     1 x 10ml

                              REVERSE CELLS
56073                         Confirmcells (A1B)                    2 x 10ml
56074                         Confirmcells (A1A2B)                  3 x 10ml
56616                         Confirmcells (A1A2BO)                 4 x 10ml

                              COOMBS CONTROL
56075                         Coatagen                              1 x 10ml
56076                         Coatagen                              3 x 10ml
56077                         Coatagen (Weak)                       1 x 10ml

                              QC
52184                         Quik Chek Kit                       3 vial kit
56149                         ReCap Kit                           6 vial kit

                              FETAL SCREENING
59487                         Fetal Detection Kit                 4 vial kit
59485                         Fetal Detection Slides                9 slides



                                       51

<PAGE>



                      Exhibit C to Manufacturing Agreement
                              (Continued - Page 5)
                                    Products
<CAPTION>
Code                          Product                                   Pkg.
<S>                           <C>                                  <C> 
                              SPECIALTY PRODUCTS
57314                         Elution Sol.                           12 test
57315                         P1 Sub.                                1 x 2ml
57316                         R.E.St.                                 8 test
59844                         Rap-I.D.                             300 tests
59892                         Seg Safe                              250/pack

                              COMPETENCY
56168                         Self-check I                           2 x 5ml
56169                         Self-check II                          3 x 5ml
</TABLE>


                                       52

<PAGE>



                                    EXHIBIT D

                            FORM OF SUPPLY AGREEMENT


        THIS SUPPLY  AGREEMENT (THIS  "AGREEMENT") IS MADE AS OF APRIL 30, 1999,
BY AND BETWEEN IMMUCOR,  INC., A GEORGIA  CORPORATION HAVING ITS PRINCIPAL PLACE
OF  BUSINESS  AT  3130  GATEWAY  DRIVE,  SUITE  600,  NORCROSS,   GA  30091-5625
("IMMUCOR"),  AND BIOPOOL  INTERNATIONAL,  INC., A DELAWARE CORPORATION WITH ITS
PRINCIPAL  PLACE  OF  BUSINESS  AT  6025  NICOLLE  STREET,   VENTURA,  CA  93003
("BIOPOOL").

        Immucor,   through   its   wholly-owned   subsidiary   BCA   Acquisition
Corporation,  a Georgia corporation  ("Subsidiary"),  has acquired substantially
all of the assets of the BCA Division of Biopool as of the date hereof  pursuant
to that certain Asset Purchase  Agreement by and among  Immucor,  Subsidiary and
Biopool  dated as of April 5, 1999 (the "Asset  Purchase  Agreement").  Included
among such  assets are the  entire  product  lines of  Biopool's  BCA  Division,
including  certain  products  manufactured  using  freeze-drying  technology  at
Biopool's manufacturing facilities located in California. Immucor wishes to have
Biopool  manufacture  such  products for Immucor and to buy such  products  from
Biopool, and Biopool wishes to manufacture such products for Immucor and to sell
such products to Immucor.  Therefore,  in  consideration of the mutual covenants
contained herein, the parties hereto agree as follows.

                             ARTICLE 1 DEFINITIONS.

        In addition to any terms defined elsewhere  herein,  the following terms
will have the following meanings when used in this Agreement:

        1.1  "Affiliate"  of a party  means any  corporation  or other  business
entity controlling, controlled by or under common control with such party.

        1.2 "Agreement Date" means the date of this Agreement set forth above.

        1.3 "Confidential  Information" shall have the meaning give such term in
the Asset Purchase Agreement.

        1.4  "Control"  (including  "controlling",  "controlled  by" and  "under
common control with") means the direct or indirect  ownership of more than fifty
percent  (50%) of the voting or income  interest  in such  corporation  or other
business entity.

        1.5 "FDA" means the United States Food and Drug Administration.



                                                         53

<PAGE>



        1.6  "Modifications"  means  alterations  to the  Products  agreed  upon
between Biopool and Immucor from time to time.

        1.7  "Products"  means  those  products  listed on  Exhibit  A  attached
hereto..

        1.8  "Standards"  means  all  standards,   manufacturing  practices  and
technical requirements applicable to the Products and promulgated by any agency,
department or bureau of the United States or any foreign  government,  or of any
political   subdivision  thereof,  as  well  as  generally  accepted  commercial
standards in any such places,  including those  promulgated by the FDA, Canadian
Standards Association and CE MARK.

        1.9  "Term"  means  the  period  beginning  on the  Agreement  Date  and
continuing  until the third  anniversary of the date of this  Agreement,  unless
sooner terminated in accordance with Article 7.

        1.10 "Trade  Secrets" shall have the meaning give such term in the Asset
Purchase Agreement.


                                ARTICLE 2 SUPPLY

        2.1 Supply of Products. Biopool shall produce Products and shall provide
Immucor  all of its  requirements  for the  Products  as  evidenced  by  Immucor
purchase orders issued pursuant to Section 5.1 hereof. In the event of any delay
or curtailment of Biopool production due to factors beyond its control,  Biopool
shall  supply  Immucor  with  Products  on a fair  and  equitable  basis no less
favorable than the treatment given to Biopool's other customers.

        2.2  Packaging  and  Labeling of  Products.  Biopool  shall  deliver the
Products to Immucor in unlabeled  vials that may be  reasonably  identified  and
labeled by Immucor.  Immucor shall be  responsible  for comply with any labeling
requirements of the Standards.

        2.3  Modifications  to  Products.  If Immucor or  Biopool  proposes  any
modification  of any of the  Products,  the  parties  will enter into good faith
discussions to try to reach agreement on the implementation of the Modification,
including  such  matters  as  technical  requirements,   development  schedules,
regulatory compliance and price. If Immucor proposes a Modification necessary to
adapt the Products to local conditions in any foreign country,  or necessary for
the Products to conform to the Standards,  Biopool will effect such Modification
as soon as  practicable  without  awaiting  the  results  of the  implementation
discussions.

            (a) Inspection and Investigation. During the Term of this Agreement,
Immucor  shall  have the right to  inspect  and  audit  the  parts of  Biopool's
operations  which are used in the  manufacture,  packaging  and  storage  of the
Products.  Without  limiting the generality of the foregoing  sentence,  Immucor
shall have the right to inspect all raw materials,  work in process and finished
Products to ensure the safety and efficacy of the Products and that such all raw
materials, work in process and finished Products will at the time of delivery to
Immucor be free from defects in materials and workmanship.  All inspections will

                                       54

<PAGE>



be conducted  during normal business hours and Immucor shall have the sole right
to determine the number and frequency of such inspections.  Further,  during the
Term of this  Agreement,  Biopool  shall  provide  Immucor such  information  it
reasonably  requests  to  conduct  such  investigation,   including  information
regarding  the  manufacture  by Biopool of the Products in  compliance  with the
terms of this  Agreement,  and at the conclusion of the Term of this  Agreement,
Biopool shall transfer all such information to Immucor.

        2.4 Quality Control.

            (a) If any  customer  of  Immucor  rejects or  returns  Products  to
Immucor  as a result of  Product  performance  problems,  Immucor  shall  notify
Biopool in writing within sixty (60) days. At Immucor's  option and at Biopool's
expense,  Immucor  shall  receive  a  credit,  refund  or  replacement  for such
Products.  If Biopool so  requests,  Immucor  will  return any such  Products to
Biopool at Biopool's expense.

            (b) In the event that either party receives any complaint  regarding
the Products,  it shall notify the other party within one (1) week after receipt
of such complaint.  Immucor will be responsible for evaluating  these complaints
and  responding  to Biopool in writing  within thirty (30) days after receipt of
the  complaint.  Immucor will make,  and Biopool will assist and cooperate  with
Immucor in making,  a preliminary  evaluation of each  complaint it receives and
will conduct all follow up and communication which it deems appropriate.

            (c) Biopool will notify Immucor immediately of any inspection of its
facilities by a federal,  state or local regulatory agency as well as the result
of such inspection.

        2.5 Product Recall.  In the event that Immucor or Biopool recalls any of
the Products sold or distributed by Immucor because the Products are believed to
violate  any  provision  of  applicable  law,  Biopool  shall bear all costs and
expense of such recall, including, without limitation, expenses or obligation to
third  parties,  the cost of notifying  customers and costs  associate  with the
shipment of recalled Product from customers to Immucor or Biopool. Immucor shall
maintain complete and accurate  records,  for such periods as may be required by
applicable law, of all the Products sold by it.  Notwithstanding  the foregoing,
in the event any such product  recall  results from the  labeling,  packaging or
misbranding of Products, Immucor shall bear such costs and expenses. The parties
will  cooperate  fully with each other in effecting  any recall of the Products,
including communications with any purchaser or users.


                       ARTICLE 3 PURCHASE AND DISTRIBUTION

        3.1 Purchase and Sale. Biopool shall sell to Immucor,  and Immucor shall
purchase from Biopool, the Products,  for resale to Immucor's customers directly
or through its distributors, agents and/or dealers, subject to and in accordance
with the terms and conditions of this Agreement.


                                       55

<PAGE>



        3.2 Delivery and Acceptance.

            (a) All deliveries of Products from Biopool to Immucor shall be made
to Biopool's  plant at 3150 Gateway Drive,  Norcross,  GA 30091-5625,  not later
than the required  delivery dates  specified on Immucor  purchase  orders issued
pursuant to Section 5.1 hereof, to a carrier selected by Immucor.  Immucor shall
make all shipping arrangements, with the cooperation of Biopool.

            (b) Biopool  acknowledges  that  Immucor may not be in a position to
adequately inspect the Products delivered to Immucor. Immucor may notify Biopool
of any  non-conformity  of the Products at any time prior to the expiration date
of any Product  manufactured  hereunder,  and no action by Immucor  prior to the
expiration date of the Products,  including but not limited to Immucor's  resale
of the  Products  to  Immucor's  customers,  shall be deemed  acceptance  of the
Products  for purposes of O.G.C.A.  Section  11-2-606.  At  Immucor's  election,
non-conforming  goods will be  replaced  by Biopool  within 10 days of notice to
Biopool by Immucor  or  credited  against  future or past  purchases.  Immucor's
rights  under  this  subparagraph  are  without  prejudice  to any other  remedy
available  to Immucor as a result of delivery  of Products  that fail to conform
with the provisions of this Agreement.

        3.3  Exclusivity.  Biopool  shall  manufacture  for and  shall  sell the
Products exclusively to Immucor.

        3.4 Territory.  There shall be no limitation upon the territory in which
Immucor may resell the Products.

        3.5 New  Products.  If  Biopool  develops  and offers for sale any other
products that perform the same or similar function as any of the Products,  then
Biopool  shall so notify  Immucor.  Immucor shall have the right to purchase and
distribute  such  products on an  exclusive  basis and on such other  reasonable
terms to be negotiated by the parties.

        3.6  Distributors.  To  facilitate  its  distribution  of the  Products,
Immucor shall have the right to appoint  distributors,  dealers and/or agents in
its sole discretion.


                          ARTICLE 4 PRICES AND PAYMENT

        4.1 Prices. The following terms shall apply during the Term:

            (a) The  unit  prices  for  each of the  Products  are set  forth in
Exhibit A. All prices shall be denominated in U.S. dollars.

            (b)  All  prices  shall  be  F.O.B.   Biopool's  plant  in  Ventura,
California,  and Immucor shall be responsible for paying all freight and customs
costs.



                                       56

<PAGE>



            (c) Immucor  shall be  responsible  for  collecting,  reporting  and
paying all sales and use taxes, and all customs, import and remittance duties or
assessments imposed in connection with its resale of Products to its customers.

        4.2 Price  Increases.  Biopool shall sell the Products to Immucor during
the Term in accordance with all terms and conditions of this  agreement,  except
that Biopool may, upon 30 days prior notice to Immucor,  on the first and second
anniversary  of the Agreement  Date,  increase the prices charged to Immucor for
the  Products  so long as the  percentage  increase  over the prior price is not
greater  than the rate of increase  during the  preceding  twelve  months in the
Consumer  Price  Index,  all  urban  consumers,  U.S.  city  average,  all items
(1982-84=100), published by the United States Department of Labor.

        4.3  Payment.  Immucor  shall pay  Biopool  for the  Products  delivered
hereunder  not later than 30 days after each  delivery  thereof,  subject to any
warranty and return procedures provided herein.


                         ARTICLE 5 FORECASTS AND ORDERS

        5.1 Quarterly Forecasts and Purchase Orders.

            (a)  Immucor  shall  prepare  on a  quarterly  basis and  provide to
Biopool  during the first week of each calendar  quarter,  forecasts  containing
Immucor's best estimate of the Products  Immucor will require to be delivered in
the six-month  period  beginning with the date of each forecast,  specifying the
type, quantity,  unit prices, total prices and required delivery dates (not less
than 45 days after the date of the  forecast)  for the  Products.  Each forecast
shall  specify  the  Products  required to be  delivered  during the first three
months after the date of the forecast,  and the Products  expected to be ordered
for delivery during the next three months.  Biopool shall acknowledge in writing
the receipt of each quarterly forecast.

            (b) Each forecast shall act as a firm and binding  purchase order as
to the Products required to be delivered during the first three months after the
date of the forecast,  and Biopool shall deliver such Products accordingly.  The
forecast also shall be considered a commitment by Immucor to accept  delivery of
not less than 50% and not more than 150% of the Products  expected to be ordered
for delivery  during the next three months after the date of the  forecast,  the
exact amount ordered to be reflected in the next quarterly forecast.

        5.2 Termination of Purchase  Orders.  Any purchase order  (including the
portion of a forecast covering the first three months after the forecast) may be
terminated by Immucor upon written  notification  to Biopool under the following
conditions:



                                       57

<PAGE>



            (a) as to Products  completely  manufactured  by Biopool through the
work day on which the  termination  notice is received by Biopool,  Immucor must
accept delivery of such Products and pay for them as provided herein.

            (b) as to Products the  manufacture  of which is  incomplete  on the
work day on which the  termination  notice is received by Biopool,  Immucor must
pay  Biopool  all direct and  indirect  costs and  expenses  applicable  to such
incomplete Products.

        5.3 Conflicting Terms. Any terms or conditions  appearing on the face or
reverse   side  of  any  purchase   order   (including   quarterly   forecasts),
acknowledgment  or confirmation  that are different from or in addition to those
required  hereunder  shall not be  binding  on the  parties,  even if signed and
returned, unless both parties hereto expressly agree in a separate writing to be
bound by such different or additional terms or conditions.


                              ARTICLE 6 WARRANTIES.

        6.1  Warranties.  Biopool  warrants to Immucor and  Immucor's  customers
that:

            (a) all  Products  delivered to Immucor  pursuant to this  Agreement
will be of good and merchantable  quality,  suitable for their intended purpose,
will  not be  adulterated,  misbranded  or  mislabeled,  and will be free of any
substance which may render such Products injurious to health, lessen the potency
or effectiveness,  or otherwise cause such Products not to be in compliance with
all applicable provisions of all United States federal, state and local laws and
regulations, and any other applicable foreign laws and regulations. Biopool will
deliver  the  Products  to  Immucor  free from any lien,  security  interest  or
encumbrance.

            (b) it will comply with all applicable federal, state and local laws
and regulations in performing its duties hereunder and any dealings with respect
to the Products.

        6.2 Warranty  Procedures.  Biopool agrees to indemnify and hold harmless
Immucor and its respective  directors,  officers,  employees and agents from and
against all losses,  damages,  liabilities  and expenses,  including  attorneys'
fees, of any kind or nature,  incurred by reason of any claim,  action,  suit or
governmental  investigation  or proceeding  brought  against or involving any of
Immucor or its  respective  directors,  officers,  employees  and agents,  which
relates to or arises out of (i)  Biopool's  failure to comply with any provision
of this  Agreement,  or (ii) any matter  relating  to the  design,  manufacture,
quality,  fitness,  sale, purchase or performance of any Product manufactured by
Biopool for Immucor, including, without limitation, any product liability claims
relating to the Products.

        6.3 Survival of Obligations. The obligations contained in this Article 6
shall survive any termination of this Agreement.



                                       58

<PAGE>



                                 ARTICLE 7 TERM

        7.1 Effectiveness of Agreement. This Agreement shall become effective on
the  Agreement  Date and  shall  continue  in full  force  and  effect  until it
terminates  by  expiration  at the end of the Term, or until it is terminated in
accordance with Section 7.2 or 7.3.

        7.2  Termination  Upon  Breach or  Default.  Before the end of the Term,
either party may terminate its  obligations  under this Agreement upon notice to
the other party if such other party shall be in breach or default  with  respect
to any  material  representation,  warranty or covenant  herein,  such breach or
default  shall have a material  and  adverse  effect on the rights of such party
hereunder, and such other party shall have failed to cure such breach or default
within sixty (60) days after notice thereof.

        7.3 Termination Upon Bankruptcy.  Effective  immediately and without any
requirement of notice,  either Biopool or Immucor may, at its option,  terminate
this  Agreement  and/or  suspend its  performance if (a) the other party files a
petition  in   bankruptcy,   files  a  petition   seeking  any   reorganization,
arrangement, composition or similar relief under any law regarding insolvency or
relief for debtors,  or makes an assignment for the benefit of creditors,  (b) a
receiver,  trustee or similar  officer is appointed for the business or property
of such party,  (c) any involuntary  petition or proceeding  under bankruptcy or
insolvency  laws is  instituted  against such party and not stayed,  enjoined or
discharged  within  60 days,  or (d) the other  party  adopts a  resolution  for
discontinuance of its business or for dissolution.

        7.4  Other  Rights  and  Remedies  Available.  Any  termination  of this
Agreement shall be without  prejudice to any other rights or remedies  available
under this Agreement or at law.


                    ARTICLE 8 REPRESENTATIONS AND WARRANTIES

        8.1  Biopool's  Representations  and  Warranties.   Biopool  represents,
warrants and covenants to Immucor as follows:

            (a) Biopool is a corporation duly organized, validly existing and in
good  standing  under the laws of the State of  Delaware,  having  the power and
authority,  corporate and  otherwise,  to own its properties and to carry on its
business as now being and hereafter proposed to be conducted.

            (b) The  execution,  delivery and  performance of this Agreement and
any other agreement executed and delivered in connection with this Agreement, is
within  the  corporate  authority  of  Biopool  and has been  authorized  by all
necessary  corporate action. This Agreement has been duly executed and delivered
by a duly authorized officer of Biopool and constitutes the legal, valid binding
obligation of Biopool, enforceable in accordance with its terms.



                                       59

<PAGE>



            (c) The  execution,  delivery and  performance  of this Agreement by
Biopool do not and will not:  (a) violate any  applicable  law, or (b)  conflict
with,  result in any breach of or constitute a default under the  organizational
instruments of Biopool or any indenture,  agreement or other instrument to which
Biopool is a party or by which it or any of its properties may be bound.

        8.2  Immucor's  Representations,   Warranties  and  Covenants.   Immucor
represents and warrants to Biopool as follows:

            (a) Immucor is a corporation duly organized, validly existing and in
good  standing  under the laws of the  State of  Georgia,  having  the power and
authority,  corporate and  otherwise,  to own its properties and to carry on its
business as now being and hereafter proposed to be conducted.

            (b) The  execution,  delivery and  performance of this Agreement and
any other agreement executed and delivered in connection with this Agreement, is
within  the  corporate  authority  of  Immucor  and has been  authorized  by all
necessary  corporate action. This Agreement has been duly executed and delivered
by a duly authorized officer of Immucor and constitutes the legal, valid binding
obligation of Immucor, enforceable in accordance with its terms.

            (c) The  execution,  delivery and  performance  of this Agreement by
Immucor do not and will not:  (a) violate any  applicable  law, or (b)  conflict
with,  result in any breach of or constitute a default under the  organizational
instruments of Immucor or any indenture,  agreement or other instrument to which
Immucor is a party or by which it or any of its properties may be bound.


                            ARTICLE 9 CONFIDENTIALITY

        Biopool shall hold in trust and confidence all Confidential  Information
and Trade  Secrets  and shall not make any  copies  of,  distribute,  or use any
Confidential  Information  and Trade Secrets  except as necessary to perform its
obligations  under  this  Agreement.  Biopool  shall  not make any  unauthorized
disclosure  of Trade  Secrets.  For a period of five years from the date hereof,
Biopool shall not make any unauthorized disclosure of Confidential  Information.
Upon the  termination  of this Agreement as provided in Article 7, Biopool shall
deliver  to  Buyer  all  Trade  Secrets  and  Confidential  Information  in  its
possession,  without  retaining  any copies  thereof.  Biopool  shall  cause its
Affiliates  to  comply  with  this  Article  9 as  if  each  were  Biopool.  The
obligations  contained in this Article 9 shall survive any  termination  of this
Agreement.


                        ARTICLE 10 PATENT INDEMNIFICATION

        10.1  Indemnification.  Biopool shall hold and save Immucor (considered,
for purposes  only of this  indemnity,  as Biopool's  agent in the resale of the
Products)  harmless from, and shall pay or cause to be paid, when due, any loss,
damage or liability,  including  reasonable  attorneys' fees and legal expenses,
awarded  against or incurred by Immucor for or on account of any charge,  claim,
suit or  proceeding  that  alleges or is based  upon a claim  that the  Products
provided by Biopool constitute an infringement of any patent, trade secret,

                                       60

<PAGE>



copyright or similar intellectual  property right recognized by any such nation.
Any such charge, claim, suit or proceeding is referred to herein as a "Claim."

        10.2 Defense of Claims.  Biopool shall defend Immucor, and cause Immucor
to be defended,  with counsel reasonably  acceptable to Immucor, any such Claim.
Immucor shall notify  Biopool  promptly in writing upon notice of any such Claim
and shall furnish authority,  information and assistance,  at Biopool's expense,
for the defense by Biopool, at Biopool's expense,  of such Claim.  Biopool shall
have  sole  control  of the  defense  of such  Claim  and all  negotiations  and
agreements for settlement and compromise.

        10.3 Corrective  Measures.  In the  event  any such  Claim  results  in
Immucor's  inability to resell the Products,  Biopool  shall,  at its option and
solely at its expense:

            (a) secure for Immucor the right to continue to resell the Products;
or

            (b)  replace  or modify  the  infringing  units or  components  with
comparable technology acceptable to Immucor.

        10.4 Survival of Obligations.  The obligations contained in this Article
10 shall survive any termination of this Agreement.


                              ARTICLE 11 INSURANCE.

        During  the  Term  of  this  Agreement  and for a  period  of 36  months
thereafter,  Biopool shall maintain policies of comprehensive  general liability
insurance in an amount  appropriate for the industry and for the Products.  At a
minimum,  such insurance  shall provide  coverage for each  occurrence of bodily
injury and property damage in an amount not less that $3,000,000 combined single
limit with special  endorsements  providing  coverage for products and completed
operations  liability,  blanket  contractual  liability,  and blanket broad form
vender  liability.  At  Immucor's  request,  Biopool  shall  provide  to Immucor
certificates evidencing such policies,  which certificates shall name Immucor as
an additional  insured and shall provide for written  notification to Immucor by
the insurer not less than ten days' prior to the  expiration,  cancellation,  or
modification  of such  coverage.  The  obligations  contained in this Article 11
shall survive the termination of this Agreement, however occurring.


                            ARTICLE 12 MISCELLANEOUS


        12.1  Assignment.  Neither party may assign this Agreement or any of its
rights or obligations hereunder whether by operation of law (including,  without
limitation,  merger), or otherwise, without the express prior written consent of
the other; provided, however, that (a) either party may assign this Agreement to
any successor to its business  which agrees in writing to assume and perform all
of such party's  obligations  under this  Agreement,  and (b) either party shall
have the right to assign this Agreement to one or more of its Affiliates, 

                                       61

<PAGE>



provided that the assigning  party  guarantees the due and punctual  payment and
performance  of the  Affiliate's  obligations  in full  thereunder  in a  manner
satisfactory to the other party in form and substance.  Any attempted assignment
of this Agreement, other than as provided in this Section 12.1, shall be void.

        12.2 Notice. All notices and other communications given or made pursuant
to this  Agreement  shall be in  writing  and  shall be deemed to have been duly
given or made upon the earlier of receipt, if delivered personally, on the third
business  day  following  deposit in the U.S.  mail if mailed by  registered  or
certified mail (postage prepaid, return receipt requested) to the parties at the
following  addresses (or at such other address for a party as shall be specified
by like  changes of address)  or the next  business  day when sent by  overnight
courier or express mail service or by electronic  transmission to the telecopier
number specified below with receipt acknowledged:

     If to Immucor:       Immucor, Inc.
                          P.O. Box 5625
                          3130 Gateway Drive
                          Norcross, Georgia 30091-5625
                          Attn: Edward L. Gallup, President
                          Fax: (770) 242-8930

     with a copy to:      Nelson Mullins Riley & Scarborough, L.L.P.
                          First Union Plaza, Suite 1400
                          999 Peachtree Street, N.E.
                          Atlanta, Georgia 30309
                          Attn:  Philip H. Moise, Esq.
                          Fax:  (404) 817-6050

     If to Biopool:       Biopool International, Inc.
                          6025 Nicolle Street
                          Ventura, CA 93003
                          Attn:  Michael D. Bick, Ph.D., Chief Executive Officer
                          Fax:  (805) 654-0681

     with a copy to:      Troop Steuber Pasich Reddick & Tobey, LLP
                          2029 Century Park East, 24th Floor
                          Los Angeles, CA 90067-3010
                          Attn:  Scott W. Alderton
                          Fax:  (310) 728-2200

        12.3 Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their  respective  permitted  successors and
permitted assigns.



                                       62

<PAGE>



        12.4 No  Joint  Venture.  Each  party  hereto  shall  be and  remain  an
independent contractor; nothing herein shall be deemed to constitute the parties
as partners or joint  venturers;  and neither  party shall have any authority to
act, or attempt to act, or represent itself,  directly or by implication,  as an
agent of the other or in any manner  assume or  create,  or attempt to assume or
create,  any  obligation  on  behalf of or in the name of the  other,  nor shall
either be deemed the agent or employee of the other.

        12.5 Freedom of Action.  Except as expressly provided in this Agreement,
each party reserves the right to make or sell any other product or service,  and
to deal with any  other  vendor,  supplier  or  purchaser  on any terms and with
respect  to any  subject  matter.  The  commitments  expressly  stated  in  this
Agreement  represent the sole  obligations of the parties with respect to volume
commitments, levels of output or requirements, and exclusivity.

        12.6 Governing  Law. This  Agreement  shall be construed and governed in
accord with the laws of the State of Georgia.

        12.7 Section Headings.  All Article and Section headings used herein are
inserted for  convenience  of reference  only and shall not modify or affect the
construction or interpretation of any provision of this Agreement.

        12.8  Entire  Agreement.  This  Agreement  (together  with all  exhibits
hereto) and the Service  Agreement shall constitute the entire agreement between
the parties,  and shall  supersede  any and all prior  agreements  between them,
whether  written or oral, with respect to the subject matter hereof and thereof,
and may not be amended or  modified  except in a writing  signed by the  parties
hereto.

        12.9  Modification  Amendment  and  Waiver.  This  Agreement  may not be
modified or amended  (including by custom,  usage of trade or course of dealing)
except by an instrument in writing  signed by duly  authorized  officers of both
parties hereto. The performance of any obligation  required of a party hereunder
may be waived only by written waiver signed by a duly authorized  officer of the
other party which waiver  shall be  effective  only with respect to the specific
obligations  described therein. The waiver by either party hereto of a breach of
any obligation of the other shall not operate or be construed as a waiver of any
subsequent  breach  of  the  same  provision  or any  other  provision  of  this
Agreement.  The failure of either party to insist, in any one or more instances,
upon full  performance of the terms,  covenants and conditions of this Agreement
shall not be  construed  as a waiver or a  relinquishment  of any right  granted
hereunder or a waiver of future full  performance of any such term,  covenant or
condition.

        12.10  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

        12.11 Time of the Essence.  Time shall be of the essence with respect to
the duties, obligations and performance of the parties hereunder.



                                       63

<PAGE>



        12.12 Alternative Dispute Resolution.

            (a) The parties shall attempt to resolve all disputes arising out of
or relating to this Agreement through timely, diligent, good faith discussions.

            (b) Any dispute  arising out of or relating to this  Agreement,  and
not resolved through timely, diligent, good faith discussions,  shall be settled
by final and binding  arbitration  in Atlanta,  Georgia in  accordance  with the
then-existing  rules  (the  "Rules")  of the  American  Arbitration  Association
("AAA")  governing  commercial  transactions,  and a  judgment  upon  the  award
rendered  by the  arbitrators  may be entered in any court  having  jurisdiction
thereof. Nothing in this Agreement or the Rules shall limit a party's ability to
recover   consequential   damages  for  a  breach  of  this   Agreement  or  any
representation made in this Agreement.

            (c) In any  arbitration  pursuant  to this  Agreement,  the award or
decision  shall  be  rendered  by a  majority  of  the  members  of a  Board  of
Arbitration  consisting of three (3) members,  one of whom shall be appointed by
each party and the third of whom shall be the chairman of the panel and shall be
appointed by mutual  agreement of the two  party-appointed  arbitrators.  In the
event of failure of said two  arbitrators to agree within  forty-five  (45) days
after the commencement of the arbitration proceeding upon the appointment of the
third  arbitrator,  the  third  arbitrator  shall  be  appointed  by the  AAA in
accordance  with the Rules.  If either party shall fail to appoint an arbitrator
within thirty (30) days after the  commencement of the  arbitration  proceeding,
such  arbitrator  and the  third  arbitrator  shall be  appointed  by the AAA in
accordance with the Rules.

            (d) The fees and  expenses of any  arbitrator  appointed by a party,
and of any witness called by a party,  shall be borne by the party who appointed
the  arbitrator  or called  the  witness.  All other  fees and  expenses  of the
arbitration proceeding shall be borne by both parties equally.

        IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as
of the date first written above.

                                                 IMMUCOR, INC.


                                                 /s/ Edward L. Gallup
                                                 ---------------------------
                                                 Edward L. Gallup, President


                                                 BIOPOOL INTERNATIONAL, INC.



                                                 /s/ Michael D. Bick, Ph.D.
                                                 ---------------------------
                                                 Michael D. Bick, Ph.D.,
                                                 Chief Executive Officer

                                       64

<PAGE>


<TABLE>
                          Exhibit A to Supply Agreement

                            PRODUCTS AND UNIT PRICES



<CAPTION>
Biopool Stock #        Unit Price                     Description
   <S>                 <C>                            <C>                                           
   57292               $2.15 per 2 ml. vial           freeze-dried papain (fdp)

   57294               $5.95 per 50 ml. vial          auto enzyme

   57317               $1.87 per 5 ml. vial           W.A.R.M.

   57319               $3.85 per 1 ml. vial           HPC human platelet control
</TABLE>


                                       65

<PAGE>



                                    EXHIBIT E

                          FORM OF TRADEMARK ASSIGNMENT


        THIS TRADEMARK  ASSIGNMENT (THIS  "AGREEMENT") IS ENTERED INTO AS OF THE
30TH DAY OF APRIL, 1999, BY AND BETWEEN BIOPOOL  INTERNATIONAL,  INC. A DELAWARE
CORPORATION  HAVING  AN  ADDRESS  AT 6025  NICOLLE  STREET,  VENTURA,  CA  93003
("ASSIGNOR"),  AND BCA ACQUISITION CORPORATION, A GEORGIA CORPORATION HAVING ITS
PRINCIPAL   OFFICE  AT  3130  GATEWAY  DRIVE,   NORCROSS,   GEORGIA   30091-5625
("ASSIGNEE") AS FOLLOWS:

        WHEREAS,  Assignor has  adopted,  used and is using the  registered  and
common  law  trademarks  and  service  marks set forth on  Exhibit A  ("Assigned
Marks"; the Assigned Marks that are identified in Exhibit A as being the subject
of a current United States  trademark or service mark  registration are referred
to as the "Registered Marks");

        WHEREAS,  Assignor is willing to assign all of Assignor's  right,  title
and interest in and to the Assigned  Marks,  including  all goodwill  pertaining
thereto,  to Assignee,  and Assignee is willing to accept such assignment on the
terms and conditions set forth herein; and

        NOW,  THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  Assignor and Assignee  agree as
follows:

        1. Transfer of Assigned Marks. Assignor hereby transfers and assigns all
of its right, title and interest  whatsoever  throughout the world in and to the
Assigned  Marks,  all  applications  to register  the  Assigned  Marks,  and all
registrations of the Assigned Marks,  together with the goodwill of all business
connected with the use of and symbolized by the Assigned  Marks, to the Assignee
in perpetuity (or for the longest  period of time  otherwise  permitted by law).
Included  with such  transfer and  assignment is the right to sue for and obtain
damages  or  other  available   remedies  for  all  past,   present  and  future
infringements of the Assigned Marks.  Assignor further transfers and assigns the
right to file for and obtain registrations of the Assigned Marks anywhere in the
world with the right to base priority on Assignor's  first date of use or on any
application  and/or  registration  being  assigned  herein.  Assignee shall have
control over the Assigned Marks,  including  control over the nature and quality
of the goods or services on or in  connection  with which the mark is used,  and
shall  at all  times  be  given  access  to any and all  resources  of  Assignor
necessary to exercise such control.

        Assignor covenants not to use or display the Assigned Marks, or any mark
confusingly  similar  thereto,  anywhere in the world except by authorization of
Assignee,  and further covenants not to contest or challenge the validity of the
Assigned  Marks,  any applicable  registrations  thereof or the ownership of the
Assigned Marks by Assignee.



                                       66

<PAGE>



        2. Further  Assurances.  Assignor shall execute and deliver such further
instruments,  and take such further actions, as may be necessary or desirable to
evidence more fully the transfer of ownership of the Assigned Marks to Assignee.
Assignor therefore agrees:

            (a) To execute,  acknowledge and deliver any affidavits or documents
of assignment and conveyance regarding the Assigned Marks;

            (b) To provide  testimony and other evidence in connection  with any
proceeding  affecting  the right,  title or interest of Assignee in the Assigned
Marks; and

            (c) To perform  any other  acts  deemed  necessary  to carry out the
intent of this Agreement.

        Assignee   is  hereby   authorized   to  record  the  form  of  transfer
acknowledgment  attached  hereto as Exhibit B in the U.S.  Patent and  Trademark
Office,  the  Canadian  Patent and  Trademark  Office and any state's  trademark
office with respect to each Assigned Mark that is registered in such office.

        3.  Means and  Control.  To effect  the  transfer  of  ownership  of the
Assigned  Marks to Assignee,  including  the goodwill of all business  connected
with the use of and symbolized by the Assigned Marks, Assignor shall:

            (a) Provide  Assignee with information and  documentation  regarding
the standards and  specifications  applicable to the brands of products to which
the Assigned Marks relate;

            (b) Assist Assignee,  at its request, in applying and enforcing such
standards and specifications; and

            (c)  Furnish  Assignee  with the files  evidencing  all  proceedings
involving  the  Assigned  Marks and with  access to counsel  familiar  with such
proceedings.

        4. Warranties. Assignor represents and warrants that (a) Assignor is the
sole and  exclusive  owner of the  entire  and  unencumbered  right,  title  and
interest in and to the Assigned Marks, free and clear of any liens,  charges and
encumbrances,  (b)  to  the  knowledge  of  Assignor,  the  Assigned  Marks,  as
heretofore  used in connection  with  Assignor's  business,  do not infringe the
rights of any other person or entity,  nor has the use of the Assigned  Marks by
Assignor  otherwise  entailed any conduct  subject to sanctions under the Lanham
Act, 15 U.S.C. Section 1114, or comparable laws of other  jurisdictions,  (c) to
the knowledge of Assignor,  no claim of any such  infringement  or violation has
been threatened or asserted,  and no such claim is pending against Assignor, (d)
Assignor  has not entered  into any  agreement,  license,  release or order that
restricts  the right of Assignor or  Assignee to use the  Assigned  Marks in any
way, and (e) this assignment does not violate any security agreement, indenture,
order, or other instrument to which Assignor, or either of them, is a party.



                                       67

<PAGE>



        5.  Protection  and Defense.  In addition to the other  representations,
warranties,   covenants  and  agreements  of  Assignor,  Assignor  retains  full
responsibility  for, and Assignor shall indemnify and hold harmless Assignee and
its successors from and against, and shall pay or cause to be paid when due, any
damage or liability,  including  reasonable  attorneys' fees and legal expenses,
awarded against or incurred by Assignee for or on account of any charge,  claim,
suit or  proceeding  that  alleges  or is based  upon (a) any claim of any prior
infringement  by  Assignor  of the  rights of any  third  party  resulting  from
Assignor's own use of the Assigned Marks,  and (b) any  infringement by Assignee
resulting from the  continuation by Assignee of Assignor's prior usage of any of
the Assigned Marks in a manner substantially  similar to and consistent with the
Assignor's prior usage thereof.

        6.  Miscellaneous.

            (a) Entire Agreement.  The provisions of this Agreement  constitutes
the entire  agreement  between the parties and supersede  all prior  agreements,
oral or written,  and all other  communications  relating to the subject  matter
hereof.

            (b) Governing Law. THE VALIDITY,  CONSTRUCTION,  AND  PERFORMANCE OF
THIS  AGREEMENT  WILL BE GOVERNED  BY THE LAWS OF THE STATE OF GEORGIA,  AS THEY
APPLY TO A CONTRACT EXECUTED,  DELIVERED AND PERFORMED SOLELY IN SUCH STATE, AND
THE LAWS OF THE UNITED STATES OF AMERICA TO THE EXTENT APPLICABLE.

            (c) Successors;  Assigns.  Except as otherwise provided herein, this
Agreement  shall be binding upon and inure to the benefit of the parties hereto,
their successors or assigns.

                          (continued on following page)

                                       68

<PAGE>



        IN WITNESS  WHEREOF,  Assignor  has hereunto set its hand and seal as of
the date first above written.

                                          BIOPOOL INTERNATIONAL, INC.



                                          By:      /s/ Michael D. Bick, Ph.D.
                                                   --------------------------
                                                   Michael D. Bick, Ph.D.,
                                                   Chief Executive Officer

State of California
County of Ventura


        Before me this 29th day of April, 1999,  personally  appeared Michael D.
Bick,  Ph.D., to me known to be a duly authorized Chief Executive Officer of the
corporation on whose behalf he executed the foregoing assignment  instrument and
acknowledged  to me  that  he  executed  it as a free  act  on  behalf  of  such
corporations for the purpose therein expressed.



/s/ Robert K. Foote
--------------------               
Notary Public
State of California

My Commission Expires:  11-6-99                     

[SEAL]

                                       69

<PAGE>



                        Exhibit A to Trademark Assignment

                                 ASSIGNED MARKS


Trademarks:               Accucell-16, Re CAP, Quik Chek, W.A.R.M., RESt, HPC, 
                          Acculiss, EM-V, EM-X, Fetal D-Tection, and Self-Check.

Registered Trademarks:    Tencell(R), Spectrogen-Duo(R), Spectrogen-Trio(R), 
                          Confirmcells(R), and Coatagen(R).




                                       70

<PAGE>



                                    Exhibit B

                            MEMORANDUM OF ASSIGNMENT

        FOR GOOD AND  VALUABLE  CONSIDERATION,  THE  RECEIPT  OF WHICH IS HEREBY
ACKNOWLEDGED,  BIOPOOL  INTERNATIONAL,  INC.  A DELAWARE  CORPORATION  HAVING AN
ADDRESS AT 6025 NICOLLE STREET,  VENTURA, CA 93003  ("ASSIGNOR"),  HEREBY GRANTS
AND ASSIGNS TO BCA ACQUISITION  CORPORATION,  A GEORGIA  CORPORATION  HAVING ITS
PRINCIPAL  OFFICE  AT  3130  GATEWAY  DRIVE,   NORCROSS,   GEORGIA,   30091-5625
("ASSIGNEE"), ALL RIGHT, TITLE AND INTEREST WHATSOEVER,  THROUGHOUT THE WORLD IN
AND TO THE REGISTERED  MARKS AND PENDING  TRADEMARK  APPLICATIONS  IDENTIFIED IN
SCHEDULE A HERETO  ("ASSIGNED  MARKS"),  TO THE FULL  EXTENT OF THE SCOPE OF USE
THEREIN DESCRIBED, TOGETHER WITH THE GOODWILL OF ALL BUSINESS CONNECTED WITH THE
USE OF AND  SYMBOLIZED BY THE ASSIGNED  MARKS AND THE RIGHT TO SUE FOR ALL PAST,
PRESENT AND FUTURE  INFRINGEMENTS  OF THE ASSIGNED  MARKS, IN PERPETUITY (OR FOR
THE LONGEST PERIOD OF TIME OTHERWISE PERMITTED BY LAW).

        TO HAVE AND TO HOLD THE SAME, UNTO ASSIGNEE, ITS SUCCESSORS AND ASSIGNS,
FOR THE FULL  DURATION  OF ALL  SUCH  RIGHTS,  AND ANY  RENEWALS  OR  EXTENSIONS
THEREOF.

        This  Assignment is made pursuant to that certain  Trademark  Assignment
Agreement between Assignor and Assignee dated as of April 30, 1999.

        IN WITNESS  WHEREOF,  Assignor  has hereunto set its hand and seal as of
this 29th day of April, 1999.

                                             BIOPOOL INTERNATIONAL, INC.



                                             By:    /s/ Michael D. Bick, Ph.D.
                                                    ---------------------------
                                                    Michael D. Bick, Ph.D.,
                                                    Chief Executive Officer
State of California
County of Ventura



                                       71

<PAGE>



        Before me this 29th day of April, 1999,  personally  appeared Michael D.
Bick,  Ph.D., to me known to be a duly authorized Chief Executive Officer of the
corporation on whose behalf he executed the foregoing assignment  instrument and
acknowledged  to me  that  he  executed  it as a free  act  on  behalf  of  such
corporations for the purpose therein expressed.

/s/ Robert K. Foote
---------------------                      
Notary Public
State of California

My Commission Expires:  11-6-99               
[SEAL]

                                       72

<PAGE>



                                   Schedule A

                                 ASSIGNED MARKS


Trademarks:               Accucell-16, Re CAP, Quik Chek, W.A.R.M., RESt, HPC, 
                          Acculiss, EM-V, EM-X, Fetal D-Tection, and Self-Check.

Registered Trademarks:    Tencell(R), Spectrogen-Duo(R), Spectrogen-Trio(R), 
                          Confirmcells(R), and Coatagen(R).


                                       73

<PAGE>


                                    EXHIBIT F

                          ALLOCATION OF PURCHASE PRICE

                                       74
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{"company-data": {"conformed-name": "BIOPOOL INTERNATIONAL INC", "cik": "0000830736", "assigned-sic": "2835", "irs-number": "581729436", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14257", "film-number": "99613682"}, "business-address": {"street1": "6025 NICOLLE ST SUITE A", "city": "VENTURA", "state": "CA", "zip": "93003", "phone": "8056540643"}, "mail-address": {"street1": "6025 NICOLLE STREET", "city": "VENTURA", "state": "CA", "zip": "93003"}, "former-company": {"former-conformed-name": "CYTRX BIOPOOL LTD", "date-changed": "19890716"}}
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): April 30, 1999

                         Commission file number 0-17714

                           BIOPOOL INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                     58-1729436
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                               6025 Nicolle Street
                            Ventura, California 93003
                    (Address of principal executive offices)

                                 (805) 654-0643
               (Registrant's telephone number including area code)

-------------------------------------------------------------------------------
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

        On April 5, 1999,  Registrant ("Biopool  International,  Inc." or "BII")
entered into a definitive  agreement to sell certain  assets of its BCA Division
("BCA") located in West Chester,  Pennsylvania,  to Immucor, Inc. ("Immucor") of
Norcross, Georgia. The transaction closed effective April 30, 1999. There was no
prior  relationship  between  Immucor  or  any  of its  officers,  directors  or
affiliates, and the Registrant and any of its officers, directors or affiliates.
The  transferred  assets consist of inventory,  accounts  receivable and certain
intellectual  property of BCA. The purchase  price was $4.5 million,  payable in
cash. The Registrant retains ownership of the plant,  property, and equipment in
the West Chester, Pennsylvania, facility and will operate the facility on behalf
of Immucor  during the  transition  period.  With this cash sale, the Registrant
expects to generate a significant  amount of liquidity,  which will position the
Registrant  to take  advantage of  acquisition  or investment  opportunities  to
facilitate growth in the Registrant's core business segment.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

                                                                           Page
        (a)    Financial Statements - Not applicable 

        (b)    Pro Forma Financial Information - Not applicable

        (c)    Exhibits
               Asset Purchase Agreement                                      3

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date:  May  7, 1999                               BIOPOOL INTERNATIONAL, INC.
       -------------                              ------------------------------
                                                  (Registrant)

                                                  /s/ Michael D. Bick, Ph.D.  
                                                  ------------------------------
                                                  Michael D. Bick, Ph.D.
                                                  Chief Executive Officer and
                                                  Chairman of the Board

                                        2
ITEM 7 (c)

                            ASSET PURCHASE AGREEMENT

                                  by and among

                          BIOPOOL INTERNATIONAL, INC.,
                                    "Seller"

                                 IMMUCOR, INC.,

                                       and

                          BCA ACQUISITION CORPORATION,
                                     "Buyer"

                                  April 5, 1999

                                        3
ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement ("Agreement"),  dated as of April 5, 1999, is
by and among BIOPOOL  INTERNATIONAL,  INC., a Delaware corporation ("Seller") on
the one hand,  and Immucor,  Inc.,  a Georgia  corporation  ("Immucor")  and BCA
Acquisition  Corporation,  a Georgia corporation and wholly-owned  subsidiary of
Buyer ("Buyer") on the other hand. Seller desires to sell to Buyer substantially
all of the assets of its BCA Division (as defined  herein) and Buyer  desires to
purchase  these  assets  from  Seller,  all  on the  terms  and  subject  to the
conditions set forth in this Agreement.

     Therefore,  in  consideration  of the  premises  and  the  representations,
warranties,  covenants and agreements set forth in this  Agreement,  the parties
agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     For  purposes  of this  Agreement,  the  following  terms  shall  have  the
following meanings:

     "Accounting  Standards" means GAAP and, where not  inconsistent  with GAAP,
the prior reasonable  accounting practices of Seller as used or specified in the
Division Financial Statements.

     "Affiliates"  of a particular  Person means other  Persons  controlled  by,
controlling, or under common control with, such Person.

     "Assumed   Liabilities"  means  the  liabilities  of  Seller   specifically
identified in the Disclosure Memorandum as Assumed Liabilities.

     "Assumption  Agreement"  means  the  instrument  in the form of  Exhibit  A
attached  hereto to be executed and  delivered  on the Closing Date  pursuant to
which Buyer will assume the Assumed Liabilities.

     "BCA's  Business" means the business  involving the manufacture and sale of
FDA  licensed  and  non-licensed  immunohematology  reagents,  reagent red blood
cells,  anti-human  globulin reagents,  blood grouping reagents and blood typing
and  antibody  identification  products  conducted  by  Seller  and all  related
services and supplies.

     "BCA Division"  means that certain  unincorporated  business unit of Seller
which engages in BCA's Business.

     "Bill of Sale"  means the  instrument  in the form of  Exhibit  B  attached
hereto to be executed and  delivered  on the Closing Date  pursuant to which the
Transferred Assets will be conveyed to Buyer.

                                        4
"Buyer  Agreements"  shall  mean,  collectively,  this  Agreement  and  the
Assumption Agreement.

     "Buyer's Business" means the business involving the manufacture and sale of
FDA  licensed  and  non-licensed  immunohematology  reagents,  reagent red blood
cells,  anti-human  globulin reagents,  blood grouping reagents and blood typing
and  antibody  identification  products  conducted  by Buyer and Immucor and all
related services and supplies and includes, after the Closing, BCA's Business.

     "Charter  Documents" means the certificate of  incorporation  and bylaws of
Seller.

     "Closing" means the consummation of the sale of the Transferred  Assets and
the assumption of the Assumed Liabilities under the terms of this Agreement.

     "Closing Date" means the date on which the Closing occurs.

     "Disclosure   Memorandum"   means  the   memorandum   delivered  by  Seller
contemporaneously with the execution and delivery of this Agreement,  containing
information required to be disclosed under this Agreement.

     "Division  Balance  Sheet"  means  the  unaudited  balance  sheet  of BCA's
Business  as of  December  31,  1998  and  all  notes  thereto  prepared  by the
management of Seller.

     "Division Financial Statements" means the unaudited balance sheets of BCA's
Business as of September  30, 1998 and as of December 31, 1998,  and the related
unaudited  consolidated  statements  of profit  and cash  flow for the  12-month
period then ended, prepared by management of Seller.

     "Employees" means the employees of Seller employed in BCA's Business.

     "Encumbrance"  means any  mortgage,  charge  (whether  fixed or  floating),
security  interest,  pledge,  claim,  right of first refusal,  lien  (including,
without limitation any unpaid vendor's lien or similar), option,  hypothecation,
title  retention or conditional  sale  agreement,  lease,  hire or hire purchase
agreement,  option,  restriction as to transfer,  use or  possession,  easement,
subordination to any right of any other person, and any other encumbrance on the
absolute and unfettered use and ownership of an asset or property.

     "Environmental  Law" includes any statute,  law, code,  regulation,  order,
notice, rule, ordinance, or any requirement,  restriction, limitation, condition
or obligation contained therein,  including any and all plans, orders,  decrees,
judgments,  and notices issued,  entered,  promulgated,  or approved thereunder,
purporting to regulate the use,  misuse,  pollution or preservation of land, air
and water  resources  including but not limited to those  purporting to regulate
building and planning,  industrial buildings, plants or equipment, and health or
safety, only as such are directly related to environmental matters.

                                        5
"GAAP" means generally accepted accounting principles of the United States,
consistently  applied,  as governed by all the United States legal  requirements
for financial statements.

     "Hazardous  Materials"  means any  hazardous  substance or any pollutant or
contaminant  defined  or  included  as  such in (or  for  the  purposes  of) any
Environmental Law.

     "Knowledge  of  Seller"  (or words of similar  import)  refers to all those
things which are the subject of actual  knowledge  of the Seller's  directors or
senior executive officers after diligent inquiry.

     "Manufacturing  Agreement" means the manufacturing  agreement between Buyer
and  Seller  relating  to the  supply by Seller  to Buyer of  certain  products,
substantially in the form of Exhibit C hereto.

     "Material  Adverse Effect" means a material  adverse effect on the business
or in the  financial  condition,  results  of  operations,  properties,  assets,
liabilities or prospects of the BCA Division, Seller or the Subsidiaries, or any
of them,  or on the ability of Seller to enter into this  Agreement  and perform
its obligations hereunder.

     "Permitted  Encumbrance"  means (i) materialmens',  mechanics',  carriers',
workers',  repairmen's,  and other  similar  liens  arising or  incurred  in the
ordinary  course of  business,  (ii)  statutory  liens with respect to which the
underlying  obligation  is not in  default,  (iii)  encumbrances  or liens being
contested  in good  faith,  and (iv)  each  other  Encumbrance  identified  as a
"Permitted Encumbrance" in the Disclosure Memorandum.

     "Person" means a corporation, partnership, trust, limited liability company
or other entity, or an individual.

     "Products"  means each and every  product  manufactured  in BCA's  Business
and/or the BCA Division, other than Sicklequik.

     "Rule" means any law, statute,  rule,  regulation,  order,  court decision,
judgment or decree of any federal, state,  territorial,  provincial or municipal
authority  or  body,   and,   when  it  is  commonly   proper  to  follow  them,
non-compulsory recommendations of any such public authorities and bodies.

     "Seller Agreements" means, collectively,  this Agreement, the Bill of Sale,
the Trademark Assignments, the Manufacturing Agreement and the Supply Agreement.

     "Seller  Contracts" means all contracts,  leases,  agreements,  indentures,
licenses,  mortgages,  commitments  or  binding  arrangements  or  relationships
pursuant to which Seller is a party and which pertain to BCA's Business.

                                        6
"Seller Premises" means the real estate (including fixtures,  buildings and
other improvements thereon) at the addresses listed in the Disclosure Memorandum
owned or leased by Seller, as indicated  therein,  where BCA's Business is being
or has been conducted.

     "Social" refers to employment-related  obligations of Seller, including all
actual or contingent  liabilities  relating to  unemployment  coverage,  health,
injury, death and retirement.

     "Supply  Agreement"  means the supply  agreement  between  Buyer and Seller
relating  to the  supply by Seller to Buyer of  certain  freeze-dried  products,
substantially in the form of Exhibit D hereto.

     "Tax" or "Taxes" means all forms of levies, taxes, customs and other duties
normally deemed to be of a fiscal or customs  nature,  including but not limited
to (a) all taxes levied,  imposed or assessed  under the United States  Internal
Revenue Code or any other statute,  rule, ordinance or law, in the United States
or elsewhere; (b) taxes in the nature of sales tax, consumption tax, value added
tax,  payroll tax, group tax,  undistributed  profits tax,  fringe benefits tax,
recoupment tax,  withholding tax, land tax, water rates,  municipal rates, stamp
duties, gift duties or other state, territorial, provincial or municipal charges
or impositions  levied,  imposed or collected by any governmental  body; and (c)
any additional tax, interest,  penalty,  charge, fee or other amount of any kind
assessed,  charged or imposed in relation to the non-,  late, short or incorrect
payment of the same or the failure to file any return.

     "Trademark  Assignments"  means the  assignments  to Buyer by Seller of all
trademarks  included in the  Transferred  Assets,  substantially  in the form of
Exhibit E hereto.

     "Transferred  Assets"  means  those  assets  of BCA's  Business  which  are
identified as Transferred Assets in the Disclosure Memorandum.

     "Warranty" means any the  representations  and warranties of Seller in this
Agreement or in any other document delivered in connection herewith.

                                   ARTICLE II
                          TERMS OF TRANSACTION; CLOSING

     2.1 Purchase  and Sale.  Upon the terms and subject to the  conditions  set
forth in this  Agreement,  and by means of their  execution  and delivery of the
Bill of Sale, the Assumption Agreement,  the Manufacturing Agreement, the Supply
Agreement,  the Trademark Assignment,  at the Closing Seller shall sell, convey,
transfer,  assign and  deliver the  Transferred  Assets to Buyer and Buyer shall
purchase and acquire the Transferred Assets from Seller.

     2.2 Purchase Price. In  consideration  of the sale,  conveyance,  transfer,
assignment and delivery to Buyer by Seller of the Transferred  Assets, (a) Buyer
at the Closing shall execute the Assumption  Agreement and deliver it to Seller,
and (b) shall pay Seller Four Million Five Hundred Thousand Dollars

                                        7
($4,500,000.00), as adjusted in accordance with this Section 2.2 and Section 2.4
(the  "Purchase  Price").  Seller  shall  deliver  to  Buyer at the  Closing  an
estimated  statement of the  inventory and accounts  receivable  included in the
Transferred  Assets  (in  both  cases  net of  reserves)  less  current  Assumed
Liabilities  (the "Estimated Net Current  Assets").  The Purchase Price shall be
increased to the extent the Estimated Net Current Assets exceed  $3,000,000,  or
shall be decreased to the extent the amount $3,000,000 exceeds the Estimated Net
Current Assets.

     2.3 Closing.  The Closing shall take place,  subject to the satisfaction or
waiver of the conditions set forth herein, at 10:00 a.m., April 30, 1999, in the
offices of Nelson Mullins Riley &  Scarborough,  L.L.P.,  999 Peachtree  Street,
N.E., Suite 1400, Atlanta, Georgia, or on such other date and at such other time
and place as the parties shall agree in writing.

     2.4 Post-Closing Adjustment.

     (a) No later than 60 days  following  the Closing,  Buyer shall  provide to
Seller a final  statement  (the  "Final  Balance  Sheet") of the  inventory  and
accounts  receivable  included in the  Transferred  Assets (in both cases net of
reserves; and the reserve for doubtful accounts shall hereinafter be referred to
as the "Account  Reserve")  less  current  Assumed  Liabilities  (the "Final Net
Current Assets").  In preparing the Final Balance Sheet, Buyer shall be entitled
to revise Seller's  statement of Estimated Net Current Assets only to the extent
(i) any item of inventory or any account  receivable was not actually  delivered
to Buyer at  Closing,  (ii)  there  exists  more than  $90,000.00  in  inventory
produced,  manufactured  or  distributed  by BioScot  Limited and Ortho Clinical
Diagnostics, or (iii) such statement, taken as a whole, is inconsistent with the
Accounting Standards.  Seller shall notify Buyer in writing of any objections to
Buyer's  calculation  of the Final Net  Current  Assets (in  reasonable  detail)
within 5 business  days after  receiving it. If Seller fails to give such notice
by such time, Seller shall be deemed to have agreed with Buyer's  calculation of
the Final Net Current  Assets as delivered.  If Seller gives such notice by such
time,  Seller and Buyer  shall then have 10  business  days after such notice to
agree on the  amounts of the Final Net Current  Assets.  If Seller and Buyer are
not able to agree by such  time,  the  determination  of the Final  Net  Current
Assets amount will be submitted to Price Waterhouse Coopers in Atlanta,  Georgia
(or  any  successor   accounting  firm),  who  shall  have   responsibility  for
determining the correct Final Net Current Assets amount, under GAAP applied in a
manner consistent with past practices, within 30 days following such submission.
The determination of Price Waterhouse Coopers (or any such successor  accounting
firm)  shall be final and  binding on Seller  and  Buyer.  The costs of any such
determination shall be shared equally by Seller and Buyer.

     (b) The  Purchase  Price  shall be  adjusted  by the  amount  the Final Net
Current Assets (as  determined in accordance  with Section  2.4(a))  exceeds the
Estimated  Net Current  Assets,  or  decreased by the amount the  Estimated  Net
Current Assets exceeds the Final Net Current Assets (as determined in accordance
with Section  2.4(a)),  respectively.  Buyer or Seller,  as  appropriate,  shall
deliver the adjustment required by this Section 2.4(b) to the other party within
5  business  days after the  determination  of the Final Net  Current  Assets in
accordance with Section 2.4(a).

                                        8
(c) Immucor shall use good faith efforts to collect the accounts receivable
included in the  Transferred  Assets (the  "Transferred  Accounts").  Twenty-six
weeks after the Closing,  Buyer shall return to Seller any Transferred  Accounts
which it has been unable to collect (the "Returned  Accounts"),  and it shall do
so by executing an assignment of the Returned  Accounts to Seller. At such time,
the Purchase Price shall be further  adjusted:  (i) downward,  to the extent the
aggregate amount of the Returned Accounts exceeds the Account Reserve,  and (ii)
upward,  to the extent the Account Reserve  exceeds the aggregate  amount of the
Returned  Accounts;  and Buyer or Immucor shall provide notice of such amount to
Biopool.  Within 2 business  days after such  providing  such  notice to Seller,
Buyer or Seller,  as appropriate  shall pay such adjustment  amount to the other
party.

     2.5  Allocation of Purchase  Price.  The Purchase  Price shall be allocated
among the Transferred Assets and the covenant not to compete contained herein as
provided in Exhibit F attached  hereto.  Each party hereto  covenants and agrees
that it will not take a position  on any tax return,  before any agency  charged
with collection of any tax, or in any judicial or administrative proceeding that
is in any way inconsistent with the allocation set forth on Exhibit F.

                                   ARTICLE III
                              WARRANTIES OF SELLER

     To induce  Buyer to execute,  deliver and perform  this  Agreement,  and in
acknowledgement of Buyer's reliance on the following  Warranties,  Seller hereby
represents  and warrants to Buyer as follows as of the date hereof and as of the
Closing:

     3.1 Corporate Organization, Authority.

     (a) Seller is a corporation duly organized and validly existing and in good
standing under the laws of the State of Delaware and has all requisite corporate
power and authority and possesses all rights, privileges,  franchises, licenses,
permits,  authorizations and approvals,  governmental or otherwise, necessary to
entitle  it to use its  corporate  name and to own or lease its  properties  and
assets and to carry on its business as and in the places  where such  properties
or assets are now owned, leased or operated and such business is conducted.

     (b) Seller has the corporate  power and  authority to execute,  deliver and
perform the Seller  Agreements and to consummate the  transactions  contemplated
hereby and thereby.

     (c) The  execution,  delivery  and  performance  by  Seller  of the  Seller
Agreements have been duly authorized by all requisite  corporate action and will
not violate any Rule,  any Charter  Document,  or any  provision of any material
indenture,  agreement or other instrument to which Seller is a party or by which
Seller or any of the Transferred Assets is bound or affected,  or conflict with,
result in a breach of or constitute (with due notice or lapse of time or both) a
default under any such indenture,  agreement or other  instrument,  or result in
the  creation  or  imposition  of any  Encumbrance  upon any of the  Transferred
Assets.

                                        9
(d) The copies of the Charter Documents of Seller that have been previously
delivered to Buyer are the complete,  true, valid and correct Charter  Documents
of Seller in  effect  as of the date  hereof.  The  minutes  of  directors'  and
shareholders'  meetings of Seller that have  previously  been delivered to Buyer
are  the  complete,   true,   valid  and  correct   records  of  directors'  and
shareholders'  meetings  through and including the date hereof and,  reflect all
transactions and other matters required to be reflected in such records, as well
as such other matters customarily contained in records of such type.

     (e) For the past two years BCA's  Business has been  conducted  only in the
BCA Division and not in any other entity or  subsidiary.  Except as described in
the Disclosure  Memorandum,  other than sales of products  outside of the United
States in the  ordinary  course of business,  no part of BCA's  Business nor any
operations of the BCA Division are conducted outside the United States.

     3.2 Validity.

     (a) The Seller  Agreements  have been duly executed and delivered by Seller
and constitute the legal, valid and binding  obligations of Seller,  enforceable
in accordance with their respective terms,  subject to general equity principles
and to  applicable  bankruptcy,  insolvency,  reorganization  and  similar  laws
affecting the enforcement of creditors' possessive rights in effect from time to
time.

     (b) The  execution,  delivery and  performance of this  Agreement,  and the
consummation of the transactions contemplated hereby, have been duly and validly
authorized  by all  necessary  action,  corporate or  otherwise,  on the part of
Seller (whether by its board of directors,  shareholders, or otherwise) required
to take such action,  and will not, without the giving of notice or the lapse of
time, or both (i) violate or conflict with any of the  provisions of any Charter
Document; (ii) violate,  conflict with or result in a breach or default under or
cause termination of any term or condition of any mortgage, indenture, contract,
license,  permit,  instrument,  trust document, or other agreement,  document or
instrument  to  which  Seller  is a  party  or by  which  Seller  or  any of its
properties may be bound;  (iii) violate any Rule; or (iv) result in the creation
or imposition of any Encumbrance upon any of the Transferred Assets.

     3.3 Consents. Except as specified in the Disclosure Memorandum,  Seller has
obtained all necessary consents,  approvals,  authorizations or estoppels of any
other person or entity or  governmental or regulatory  authority  required to be
obtained now or at the Closing to: (a) authorize and permit (i) the  assignment,
transfer  and  conveyance  to  Buyer  of the  Transferred  Assets,  and (ii) the
execution,  delivery and performance by Seller of the Seller Agreements; and (b)
allow Buyer to hold and use the  Transferred  Assets  after the Closing free and
clear of all Encumbrances, except liens arising under the Assumed Liabilities.

                                       10
3.4  Compliance  With Law.  Seller has not violated any order of any court,
governmental  authority,  arbitration  board or  tribunal  to which it is or was
subject,  nor is Seller in  violation  of any Rule the  violation of which would
have a material adverse effect on Seller, the transactions  contemplated by this
Agreement,  the Transferred  Assets,  or BCA's  Business,  or would increase the
Assumed Liabilities.

     3.5  Division  Financial  Statements.  The Division  Financial  Statements,
including  the  footnotes  thereto,  are true,  complete and correct,  have been
prepared in accordance with the Accounting Standards,  consistently applied, and
fairly present the financial  position of BCA's Business as of the dates thereof
and the  results of its  operations  for the  respective  periods  thereof.  The
Division  Financial  Statements  contain  all  disclosures  required  under  the
Accounting  Standards  as of the dates of, and for the  periods  covered by, the
Division Financial Statements.

         3.6 FDA and Related Matters.

        (a) The Disclosure  Memorandum  sets forth a complete and accurate list,
referencing  relevant  records and documents,  since January 1, 1997, of (i) all
Regulatory  or Warning  Letters,  Notices of Adverse  Findings,  and Section 305
Notices   and  similar   letters  or  notices   issued  by  the  Food  and  Drug
Administration  (the  "FDA") or any other  federal,  state,  local,  or  foreign
governmental entity that is concerned with the safety, efficacy, reliability, or
manufacturing of medical products,  including drugs and devices, relating to the
conduct of the BCA's  Business,  (ii) all United  States  Pharmacopoeia  product
problem  reporting program  complaints or reports,  MedWatch FDA Forms 3500, and
device experience  network  complaints  received by Seller with respect to BCA's
Business  and all Drug and  Medical  Device  Reports,  adverse  drug  experience
reports,  and therapeutic  failure reports filed by Seller with respect to BCA's
Business,  which complaints or reports pertain to any incident  involving death,
serious  injury,  or a serious adverse drug  experience,  and for which incident
there  has been any (1)  notice or  follow  up  inquiry  to Seller or any of its
subsidiaries by the FDA, (2) litigation or arbitration  claim or cause of action
commenced,  or (3) notice to any  insurance  carrier of Seller  with  respect to
BCA's  Business  tendering  the defense or giving notice of a possible or actual
claim against Seller or any of its  subsidiaries,  (iii) all product recalls and
safety  alerts  conducted by or issued to Seller with respect to BCA's  Business
and any requests  from the FDA or any other drug and medical  device  regulatory
agency requesting Seller with respect to BCA's Business to cease to investigate,
test, or market any product,  (iv) any civil penalty actions begun by the FDA or
any other drug and medical device  regulatory agency against Seller with respect
to BCA's  Business  and all consent  decrees  issued with respect to Seller with
respect to BCA's Business,  and (v) any other written communications between the
FDA or any other drug and medical device regulatory agency, on the one hand, and
Seller  with  respect  to BCA's  Business,  on the  other  hand,  including  any
responses  by Seller to any of the  foregoing.  Seller has  delivered to Immucor
copies of all documents  referred to in the  Disclosure  Memorandum,  as well as
copies of all  complaints  and other  information  required to be  maintained by
Seller  pursuant to Section  820 of Title 21 of the Code of Federal  Regulations
("CFR") or 21 CFR Section 211.

                                       11
(b)  Seller  has  obtained  all  consents,  approvals,   certifications,
authorizations, and permits of, and have made all filings with, or notifications
to, the FDA and all other drug and medical device  regulatory  agencies pursuant
to applicable  requirements of all FDA laws,  rules,  and  regulations,  and all
corresponding state and foreign laws, rules, and regulations applicable to BCA's
Business.  All  representations  made by  Seller  in  connection  with  any such
consents,  approvals,  certifications,  authorizations,  permits,  filings,  and
notifications  were true and correct in all  material  respects at the time such
representations  were made, and the products of BCA's Business  comply with, and
perform   in   accordance   with   the   specifications   described   in,   such
representations.  BCA's Business is in all material  respects in compliance with
all  applicable  FDA  laws,  rules,  and  regulations,   and  all  corresponding
applicable  state and foreign  laws,  rules,  and  regulations  (including  Good
Manufacturing  Practices,  as defined in 21 CFR Parts 210, 211, and 820, Medical
Device Reporting  requirements,  and Adverse Experience Reporting) applicable to
the  business  of Seller.  Seller has not  received  any notice  that any of the
consents, approvals,  certifications,  authorizations,  registrations,  permits,
filings, or notifications that it has received or made to operate BCA's Business
have  been or are  being  revoked  or  challenged.  Except  as set  forth in the
Disclosure  Memorandum,  to the Knowledge of Seller, there are no investigations
or inquiries pending, and there is no threat of any investigation or inquiry, by
the FDA or any other drug and medical device  regulatory  agency relating to the
operation of the BCA's  Business or its  compliance  with FDA laws,  rules,  and
regulations,  and corresponding  state and foreign laws, rules, and regulations,
applicable to BCA's Business.

        3.7 Litigation.  Except as set forth in the Disclosure Memorandum, there
is no action, suit, decree, claim,  counterclaim,  proceeding or governmental or
other  investigation  or  proceeding  pending  or, to the  Knowledge  of Seller,
threatened against or affecting Seller, BCA's Business or the Transferred Assets
or that  affects  the  consummation  of the  transactions  contemplated  by this
Agreement before any court or by or before any governmental  body or arbitration
board,  government agency or tribunal, nor to the Knowledge of Seller is there a
basis for any such action, suit, investigation or proceeding.

        3.8 Assets.

        (a)  Description.   The  Disclosure  Memorandum  sets  forth  a  general
description and the location of all the Transferred Assets.

        (b) Title.  Seller has good,  valid and  marketable  title to all of the
Transferred  Assets,  free and clear of any and all Encumbrances  other than the
Permitted  Encumbrances.  Seller owns all the personal property reflected on the
Division Balance Sheet and the Division Financial  Statements.  Immediately upon
and after  giving  effect  to the  Closing,  Buyer  will  have  good,  valid and
marketable title to all of the Transferred Assets, free and clear of any and all
Encumbrances other than the Permitted  Encumbrances,  and, after the Closing, no
Permitted  Encumbrance or other  Encumbrance will materially  interfere with the
conduct of BCA's Business.

                                       12
(c) Possession.  All the tangible  Transferred  Assets are on the Seller
Premises  and in Seller's  possession  and  control.  No one else has any right,
title or  interest  in any  property or asset now used or proposed to be used by
Seller in BCA's Business.

        (d) All Necessary  Assets.  The  Transferred  Assets  include all of the
inventory,  accounts  receivable,  intellectual  property  and other  intangible
assets,  and quality  manuals and  quality  systems  owned by Seller and used in
predominantly BCA's Business.

        (e)  Inventory.  Each  item of  inventory  included  in the  Transferred
Assets, whether raw materials,  work-in-process, or finished goods inventory, is
of good and merchantable quality,  usable and saleable in the ordinary and usual
course of BCA's Business  (consistent  with past  practice),  suitable for their
intended  purpose,  has not been adulterated,  misbranded or mislabeled,  and is
free of any  substance  which may  render it  injurious  to  health,  lessen its
potency or effectiveness, or otherwise cause it not to be in compliance with all
applicable Rules.

        (f)  Accounts  Receivable.   Except  as  set  forth  in  the  Disclosure
Memorandum, all accounts receivable of Seller included in the Transferred Assets
represent monies due for goods sold or services  rendered in the ordinary course
of business and are recorded on the Division  Balance Sheet in  accordance  with
GAAP.  Seller has provided  Buyer with a current,  complete  and accurate  aging
report  of such  accounts  receivable.  Except  as set  forth in the  Disclosure
Memorandum,  there are no accounts receivable included in the Transferred Assets
that are owed to Seller by any  director,  officer,  shareholder  or employee of
Seller or any relative of any such person.

        3.9 Bank Accounts.  The Disclosure Memorandum contains a list of all the
checking,  depository  or other bank  accounts and any safe deposit  boxes of or
relating to the Transferred  Assets or BCA's  Business,  including in particular
lock-box  accounts  and  other  accounts  into  which the  payments  made by the
customer's  of BCA's  business  are  deposited,  together  with the names of all
persons who are presently authorized to draw thereon or have access thereto.

        3.10 Suppliers and Customers.  The Disclosure Memorandum contains a list
of each  supplier of goods or services to BCA's  Business to whom Seller paid in
the aggregate more than $25,000.00 during the 12-month period ended December 31,
1998,  together  with  the  amount  paid  during  such  period.  The  Disclosure
Memorandum  contains a list of each  customer  of BCA's  Business to whom Seller
billed in the aggregate more than  $25,000.00  during the 12-month  period ended
December 31, 1998, together with the amount billed during such period. Except as
set forth in the Disclosure Memorandum, there are no disputes between Seller (or
any of  Seller's  employees  or  representatives)  and  any  of the  significant
suppliers of BCA's  Business,  customers  of BCA's  Business,  or others  having
business with BCA's Business. To the Knowledge of Seller, except as set forth in
the Disclosure Memorandum,  relations with each such customer, supplier or other
person are satisfactory,  and to Seller's  Knowledge,  no customer,  supplier or
other person intends to  discontinue  the purchase or supply,  respectively,  of
products or services on a basis consistent with past practice.

                                       13
3.11 Trade Secret and Employment  Claims. To the Knowledge of Seller, no
third party has claimed that Seller or any director,  officer, manager, employee
or agent of Seller,  in respect of  activities on behalf of Seller in respect of
the  operations of BCA's  Business to date, has (i) violated any of the terms or
conditions of any  employment  contract with a third party,  (ii)  infringed any
patent,  trademark or copyright  of a third party,  (iii)  disclosed or used any
trade secrets or proprietary  information or  documentation of such third party,
or (iv) interfered in the employment  relationship between a third party and any
of his or  its  employees;  nor,  to the  Knowledge  of  Seller,  has  any  such
violation, disclosure, use or interference occurred.

        3.12 Intellectual Property.

        (a) The Disclosure Memorandum lists and describes the following items of
intellectual  property  primarily  used in, or the use of which is material  to,
BCA's Business: (i) all patents, patent applications,  trade names,  trademarks,
service marks,  trademark and service mark  registrations and applications,  and
all patent,  trademark and service mark licenses, (ii) all copyrights,  computer
software,  databases,  and all other intellectual property, that are owned by or
registered  in the name of Seller or to which  Seller has any rights as licensee
or  otherwise,  which list  specifies  which  items are owned and to which items
Seller has rights as a licensee  or  otherwise,  (iii) the  quality  systems and
quality  manuals  related  to the  production  of the  Products,  and  (iv)  all
contracts,  agreements or understandings pursuant to which Seller has authorized
any person to use,  or which any person  otherwise  has the right to use, in any
business or  commercial  activity,  any of the items listed in clauses (i), (ii)
and (iii) above.

        (b) To the  Knowledge  of Seller,  Seller has not  infringed  upon,  and
Buyer's  conduct of BCA's Business  after the Closing as presently  conducted by
Seller will not infringe upon, any patent,  service mark, trade name, trademark,
copyright,  trade secret or other  intellectual  property belonging to any other
Person;  and Seller has not agreed to  indemnify  any Person for or against  any
infringement  of or by the  intellectual  property  set forth in the  Disclosure
Memorandum.  To the  Knowledge of Seller,  no person is  infringing  upon any of
Seller's patents, patent applications,  trade names, trademarks,  service marks,
trademark  and  service  mark  registrations,   licenses,  copyrights,  computer
software or other intellectual property used in BCA's Business.

        (c) After the Closing, no Person will have the right to restrict the use
by Buyer and its assignees of any of Seller's  intellectual property included in
the Transferred  Assets,  which right to restrict arose prior to the Closing and
was based on any action taken by Seller or any previous owner of the Transferred
Assets.  The  Transferred  Assets  include  all  of  the  intellectual  property
necessary  to the  conduct of BCA's  Business  as it was  conducted  immediately
before the Closing.

        3.13  Contracts.  The  Disclosure  Memorandum  sets  forth a list of all
Seller Contracts relating to BCA's Business that continue for more than 3 months
after  the date  hereof,  that  involve  the  payment  or  receipt  of more than
$25,000.00 or that are otherwise material to BCA's Business or prospects. Except
as set forth in the Disclosure Memorandum:

                                       14
(a) each of such  Seller  Contracts  is in full  force  and  effect  and
constitutes  a  binding  obligation  of  all  parties  thereto,  enforceable  in
accordance  with its terms and, to the Knowledge of Seller,  none of such Seller
Contracts has been canceled or otherwise  terminated,  and there is no threat to
do so.

        (b) to the Knowledge of Seller, there are no existing defaults or events
of default,  real or claimed,  or events  (including the sale of the Transferred
Assets)  which with  notice or lapse of time or both would  constitute  defaults
under any Seller Contract.

        (c) other  than as set forth in the  Disclosure  Memorandum,  the Seller
Contracts are assignable to Buyer without the consent of any Third Party.

        (d)  there  are no  Seller  Contracts  with  any  director,  officer  or
shareholder of Seller, or with any person related to any such person or with any
company or other organization in which any director,  officer, or shareholder of
Seller or anyone related to any such person,  has a direct or indirect financial
interest.

        (e) other than as set forth in the Disclosure Memorandum,  Seller is not
subject to any contract or agreement:

        (i) that contains covenants limiting the freedom of Seller to compete in
any line of business in any geographic area;

        (ii) that  requires  Seller  to share  any  profits,  or  requiring  any
payments or other distributions based on profits, revenues or cash flows;

        (iii)  pursuant to which third  parties have been provided with products
that can be  returned  to Seller in the event they are not sold and which  could
involve  products  valued at $5,000.00 or more (invoice price) in the aggregate;
or

        (iv) that, to the Knowledge of Seller, has had or may in the future have
a material adverse effect upon the business,  earnings or financial condition of
Seller.

        3.14  Permits.  Seller  holds  free and  clear  all  permits,  licenses,
franchises and  authorizations  from governmental and regulatory  authorities as
are necessary to conduct BCA's  Business  (the "Seller  Permits"),  all of which
Seller  Permits are listed in the  Disclosure  Memorandum.  To the  Knowledge of
Seller no event has  occurred  that allows (nor after notice or lapse of time or
both would allow) revocation or termination any Seller Permit or would result in
any other material  impairment of the rights of the holder of any Seller Permit.
True, correct and complete copies of all  correspondence  regarding any material
adverse information  concerning any of the Seller Permits,  all material notices
concerning any of the Seller Permits, and other material information  concerning
the Seller  Permits are  contained or described  in the  Disclosure  Memorandum.
Except as set forth in the Disclosure Memorandum,  all of the Seller Permits are
fully  transferable  to Buyer and none of the Seller Permits will be terminated,
canceled, revoked or otherwise materially adversely affected by the transactions

                                       15
contemplated  hereby.  With  respect to those  Seller  Permits  set forth in the
Disclosure Memorandum which will be terminated,  canceled,  revoked or otherwise
materially  adversely affected by the transactions  contemplated hereby, if any,
all  standards  and  conditions  to be met  by  the  Seller  necessary  for  the
re-issuance  of such Seller Permits to Buyer have been satisfied or obtained and
will continue  until the Closing to be satisfied by the operation of the Seller.
To the Knowledge of Seller,  no event has occurred that allows (nor after notice
or lapse of time or both would allow)  revocation or  termination  of any Seller
Permit or would  result in any other  material  impairment  of the rights of the
holder of any Seller Permit.  Upon  assignment of the Seller Permits to Buyer as
part of the Transferred  Assets,  Buyer will hold the Seller Permits free of all
claims and restrictions on use.

        3.15 Product Liability  Insurance  Policies.  The Disclosure  Memorandum
sets  forth a  complete  and  accurate  list and  description  of all  insurance
policies in force naming Seller,  or any employees  thereof in their capacity as
such, as an insured or beneficiary or as a loss payable payee, and which insures
Seller  from  liability  relating  to any claims  made  regarding  the  Products
("Product Liability  Insurance").  Seller has not received notice of any pending
or threatened  termination or premium  increase  (retroactive or otherwise) with
respect  thereto,  and Seller is in  compliance  with all  conditions  contained
therein.  There  have  been no  lapses  (whether  cured or not) in the  coverage
provided under the Product Liability Insurance policies.

        3.16  Events  After  September  30,  1998.  Except  as set  forth in the
Disclosure  Memorandum,  since  September 30, 1998,  Seller has conducted  BCA's
Business only in the ordinary course, consistent with reasonable past practices,
and has not:

        (a)  suffered  any  material  property or casualty  loss,  or waived any
material right;

        (b) lost a customer that accounted for more than  $50,000.00 in revenues
during the  twelve-month  period ended  September 30, 1998, or  experienced  any
other material adverse change in any aspect of BCA's Business;

        (c) made any sales on terms  (including  but not  limited to  discounts,
extended  payment  terms  and other  incentives)  materially  inconsistent  with
reasonable prior practices;

        (d) entered into any material commitment or transaction  affecting BCA's
Business;

        (e)  realized an asset or reduced a liability  related to a  transaction
with a customer or supplier that was not authorized by the customer or supplier;

        (f) failed to maintain the financial statements and its books of account
in accordance with the Accounting Standards;

                                       16
(g) sold,  assigned,  transferred  or  encumbered  any of its  assets or
affected the carrying value of any its liabilities, including without limitation
any commercial  agreements,  or entered into any  arrangement to purchase assets
and/or  assume  liabilities  (except in each case as  required  in the  ordinary
course of business);

        (h) failed to maintain any of the  Transferred  Assets and continue with
all  contractual  obligations  the  Transferred  Assets in accordance with their
respective terms;

        (i) agreed to take any action described in this Section 3.16.

        3.17 Copies  Provided to Buyer.  Seller has given or made  available  to
Buyer true,  correct and complete  copies of each of the contracts,  agreements,
instruments and other documents listed in the Disclosure Memorandum.

        3.18 Brokers. No broker or finder, other than Context Capital Group, has
acted on behalf of Seller in connection with this Agreement and the transactions
contemplated  hereby,  and  Seller has not made any other  agreement  to pay any
agent,  finder,  broker or any other representative any fee or commission in the
nature of a finder's or  originator's  fee arising out of or in connection  with
the subject matter of this Agreement.

                                   ARTICLE IV
               REPRESENTATIONS AND WARRANTIES OF BUYER AND IMMUCOR

        Each of Buyer and Immucor  hereby  represents  and warrants to Seller as
follows:

        4.1 Organization,  Qualifications and Corporate Power. Each of Buyer and
Immucor is a corporation  duly organized and validly  existing under the laws of
the State of Georgia, and has full corporate power and authority to own, operate
and conduct  BCA's  Business.  Buyer has the  corporate  power and  authority to
execute, deliver and perform the Buyer Agreements.

        4.2 Authorization.  The execution,  delivery and performance by Buyer of
the Buyer Agreements has been duly authorized by all requisite  corporate action
and will not violate any  material  provision  of law, any order of any court or
other  agency  of  government,  or  any  provision  of any  material  indenture,
agreement or other  instrument to which Buyer is a party or by which it is bound
or affected,  or conflict with, or result in a breach of or constitute (with due
notice of lapse of time or both) a default under any such  indenture,  agreement
or other instrument.

        4.3  Validity.  This  Agreement  has been duly executed and delivered by
Each of Buyer  and  Immucor,  and  constitutes  the  legal,  valid  and  binding
obligation  of each of Buyer and Immucor,  enforceable  in  accordance  with its
respective  terms,  subject  to  general  equity  principles  and to  applicable
bankruptcy,   insolvency,   reorganization   and  similar  laws   affecting  the
enforcement of creditors' possessive rights in effect from time to time.

                                       17
4.4 Brokers. No broker or finder, other than TM Capital Corp., has acted
on  behalf  of Buyer in  connection  with this  Agreement  and the  transactions
contemplated  hereby,  and  Buyer has not made any  other  agreement  to pay any
agent,  finder,  broker or any other representative any fee or commission in the
nature of a finder's or  originator's  fee arising out of or in connection  with
the subject matter of this Agreement.

        4.5 Litigation.  There is no action, suit, decree, claim,  counterclaim,
proceeding or governmental or other  investigation or proceeding  pending or, to
the  knowledge of Buyer,  threatened  against  Buyer or Immucor that affects the
consummation of the transactions contemplated by this Agreement.

                                    ARTICLE V
                      CONDUCT OF BUSINESS PRIOR TO CLOSING

        Pending the  Closing,  Seller will  operate and conduct  BCA's  Business
diligently and only in its ordinary course in accordance  with reasonable  prior
practice,  and will not make or institute any changes in methods of manufacture,
purchase, sale, lease, management, accounting or operation except with the prior
written  consent  of  Buyer.  Pursuant  thereto  and  not in  limitation  of the
foregoing:

        5.1 Financial Statements;  Financial Position. Seller shall maintain its
financial  statements in accordance  with the  Accounting  Standards,  strive to
enhance  the  financial  position  of the BCA  Division,  and  use  commercially
reasonable  efforts to increase  the sales of the BCA  Division in a  profitable
manner and address market changes.

        5.2  Maintenance  of Assets and  Business.  Seller  shall  maintain  the
Transferred  Assets in their  present  state of repair  (ordinary  wear and tear
excepted),  continue in all contractual obligations related to BCA's Business in
accordance  with their  respective  terms and preserve the goodwill,  if any, of
BCA's  Business  and  Seller's  relationships  with  the  customers,  licensors,
suppliers,  distributors  and brokers  with whom it has  business  relations  in
connection with BCA's Business.

        5.3 Ability to Perform Manufacturing and Supply Agreements. Seller shall
not take any action, or allow any action to occur, which would diminish Seller's
ability to perform its  obligations  under the  Manufacturing  Agreement and the
Supply Agreement.

        5.4  Notice of  Disputes.  Seller  shall  promptly  advise  Buyer of the
details of any disputes,  claims, actions, suits or proceedings pertaining to or
otherwise materially affecting BCA's Business affairs, assets or contracts.

        5.5  No  Action  Without  Consent.  Seller  shall  not  take  any of the
following  actions  after the date of this  Agreement  without the prior written
consent of Buyer:

                                       18
(a)  dispose  of any of  the  other  Transferred  Assets  except  in the
ordinary course of business consistent with reasonable past practices;

        (b) subject any of the Transferred Assets to an Encumbrance;

        (c) affect the carrying value of any Assumed Liability or enter into any
arrangement to assume liabilities  (except as required in the ordinary course of
business);

        (d) enter into or modify and contractual arrangement with any consultant
which impacts or relates to BCA's Business;

        (e)  cancel  any  debts  owed  to  Seller  which  are  included  in  the
Transferred Assets;

        (f) amend or terminate  any material  agreement  related to or affecting
BCA's Business or the Transferred  Assets,  including any insurance  policy,  in
force on the date hereof;

        (g) make any changes in accounting methods, principles or practices;

        (h) do any act,  omit to do any act or permit  any act  within  Seller's
control  which  will cause a breach or untruth  of any  Warranty  or  obligation
contained in this Agreement or any obligations contained in any contract;

        (i) enter into any material contract or commitment which, if it had been
entered into prior to execution of this  Agreement,  would have been required to
be disclosed in the Disclosure Memorandum.

        5.6  Equipment.  Seller  shall not sell any items of  equipment  used in
BCA's  Business and which is not a part of the  Transferred  Assets prior to the
Closing,  other than to Buyer. Prior to the Closing,  Seller shall provide Buyer
an  opportunity  to inspect such  equipment  and make an offer to purchase  such
equipment from Seller.  The parties shall  negotiate the terms for any such item
in good faith,  provided that nothing in this Section 5.6 shall obligate  Seller
to sell any such items or obligate Buyer to buy any such items.

                                   ARTICLE VI
                            COVENANTS OF THE PARTIES

        6.1 Cooperation and Best Efforts.

        (a)  Seller,  on the one  hand,  and  Buyer,  on the other  hand,  shall
cooperate fully with each other and their respective  employees,  legal counsel,
accountants and other  representatives and advisers in connection with the steps
required  to be  taken  as part  of  their  respective  obligations  under  this
Agreement;  and shall, at any time and from time to time after the Closing, upon
the request of the other, do, execute, acknowledge and deliver, or will cause to
be done, executed, acknowledged and

                                       19
delivered, all such further acts, deeds,  assignments,  transfers,  conveyances,
powers of attorney, receipts, acknowledgments, acceptances and assurances as may
be  reasonably  required to satisfy and  perform the  obligations  of such party
hereunder,  and to allow Buyer to operate  BCA's  Business  after Closing in the
manner in which it was  operated  before the  Closing.  Subject to the terms and
conditions of this  Agreement,  each party will use its best efforts to take, or
cause to be  taken,  all  actions  and to do,  or cause to be done,  all  things
necessary or advisable  under  applicable laws and regulations to consummate the
transactions contemplated by this Agreement as promptly as practicable.

        (b) Without limiting the generality of Section 6.1(a),  Seller agrees to
cooperate  and  assist  Buyer  and  Immucor  in  connection  with   transferring
information contained in Seller's computer databases related to the BCA Division
to Buyer in a manner and format which can be efficiently  used by Buyer,  and to
provide all reasonable  assistance  and to comply with all  reasonable  requests
related thereto.

        6.2 Access.  From the date of this  Agreement  through the Closing Date,
Seller  shall  (i)  provide   Buyer  and  its  designees   (officers,   counsel,
accountants,   actuaries,  and  other  authorized   representatives)  with  such
information  as Buyer may from time to time  reasonably  request with respect to
Seller and the transactions  contemplated by this Agreement;  (ii) provide Buyer
and its designees  complete access to the books,  records,  offices,  personnel,
counsel,  accountants  and  actuaries of Seller as Buyer or their  designees may
from time to time  reasonably  request;  (iii) permit Buyer and its designees to
make such inspections of the Transferred Assets as Buyer may reasonably request,
and (iv) permit Buyer and Immucor to contact and speak to the customers of BCA's
Business, and cooperate with and assist Buyer and Immucor in retaining customers
of BCA's  Business.  No such  investigation  shall  limit or  modify  in any way
Seller's  obligations  with respect to any breach,  inaccuracy or untruth of its
representations,  warranties,  covenants or  agreements  contained  herein.  Any
information  so furnished  by Seller shall be true,  current and complete in all
material  respects and shall not contain any untrue statement of a material fact
or omit to state a material fact  required to be stated  therein or necessary to
make the statements therein not misleading.

        6.3 Interim  Financials.  As promptly as practicable  after each regular
monthly  accounting  period after  December  31, 1998,  and prior to the Closing
Date, Seller shall deliver to Buyer periodic financial reports relating to BCA's
Business in the form which it customarily prepares for its internal purposes.

        6.4 Records.  Seller shall  provide to Buyer,  as soon as is  reasonably
practicable  after the  Closing,  copies of any and all files,  records or other
data maintained by Seller in respect of or relating to the Transferred Assets.

        6.5 Corporate Name.

        (a) From and after the date of the Closing,  Seller and its  Affiliates,
directors,  officers,  employees,  agents and representatives shall cease to use
the name "BCA" (or any variation  thereof) for any business  purpose,  except as
employees or agents of Buyer, for the benefit of Buyer.

                                       20
(b) From and after the date of the  Closing,  and  continuing  until the
later of the termination of the Manufacturing Agreement or 36 months,  whichever
is longer, Seller grants to Buyer and Immucor a fully-paid, royalty-free license
to use the "Biopool"  and "Biopool  International"  names and  trademarks to the
extent the packaging or labeling  associated with inventory  purchased hereunder
or under the  Manufacturing  Agreement  contains or includes  the  "Biopool"  or
"Biopool International" names or trademarks.

        6.6 Maintain Corporate Existence.  Until Seller has performed all of its
obligations  under the Seller  Agreements,  Seller shall  maintain its corporate
existence;  provided that Seller may merge, consolidate, or liquidate so long as
the other parties who  participate in the merger,  consolidation  or liquidation
(i)  expressly  assume in writing all of Seller's  obligations  under the Seller
Agreements,  and (ii) such Persons provide evidence  reasonably  satisfactory to
Immucor that they have the financial ability to perform such obligations.

        6.7 Expenses.  Whether or not the expenses are incurred  before or after
the  Closing,  each of the expenses  incurred by Buyer and Seller in  connection
with the  authorization,  preparation,  execution and  performance of the Seller
Agreements,  including without limitation all fees, commissions, and expenses of
agents,  representatives,  counsel,  accountants,  brokers and finders, shall be
paid by the party that incurred such expenses.  Without  limiting the generality
of the  foregoing,  Seller  shall be  responsible  for the  payment of any fees,
commissions or expenses of any legal counsel and any broker or finder engaged by
Seller.

        6.8 Taxes.  Seller shall be  responsible  for and shall pay when due all
Taxes imposed upon Seller's income from the transactions contemplated hereunder,
all Taxes imposed on the purchase,  sale,  use or transfer of property by Seller
prior to and as a result of the Closing, and all Taxes relating to, arising from
or in  connection  with  the  conduct  of BCA's  Business  by  Seller  up to and
including the Closing Date.

        6.9 Survival of  Warranties.  The  Warranties  will not merge,  but will
survive  the  Closing  (i) in the case of the  representations  made in  Section
3.8(b) hereof,  indefinitely,  and in the case of all other representations made
herein, two years.

        6.10 Indemnification.

        (a) By Seller.  Seller  shall  indemnify,  reimburse  and hold  harmless
Buyer,  its  Affiliates  and any  successor or assigns (the "Seller  Indemnified
Persons") for any and all direct or indirect claims, losses, liabilities (actual
or contingent),  damages  (including special and consequential  damages),  costs
(including court costs) and expenses  (including all attorneys' and accountants'
fees and  expenses)  (hereinafter  a "Loss" or  "Losses"),  as a result of or in
connection with (i) any breach,  inaccuracy or untruth of any Warranty,  whether
such  breach,  inaccuracy  or  untruth  exists  or is made  on the  date of this
Agreement or as of the Closing; or (ii) any breach of or noncompliance by Seller
with any covenant or agreement of Seller  contained in this  Agreement or in any
other agreement or instrument  delivered in connection  with this Agreement;  or
(iii) any liabilities of Seller other than the Assumed

                                       21
Liabilities; or (iv) any litigation,  mediation or arbitration involving Seller,
the  Transferred  Assets or BCA's  Business  arising from actions taken or facts
existing  before the  Closing or arising  out of or related to the  transactions
contemplated  by this  Agreement;  or (v) any act or omission  of Seller  before
Closing constituting or causing  non-compliance on or after the date hereof with
any requirement of applicable Rule; or (vi) any fees, commissions or expenses of
any broker or finder engaged by Seller;  or (vii) after the Closing,  the return
of any  products  of the BCA  Division  sold  before  the  Closing  in excess of
$5,000.00,  whether or not in the  ordinary  course of  business,  except to the
extent  that  any  such  product  return  results  in an  uncollectible  account
receivable which is considered in the purchase price adjustment  contemplated by
Section  2.4(c).  Notwithstanding  the foregoing,  no claim for  indemnification
under   subsections   6.10(a)(i),   6.10(a)(ii),   6.10(a)(iii),    6.10(a)(iv),
6.10(a)(v), or 6.10(a)(vi) may be made by a Seller Indemnified Person unless and
until the  cumulative  total of all Losses  suffered  by all Seller  Indemnified
Persons exceeds or is reasonably expected to exceed $25,000, and thereafter only
in excess of such amount;  and further  provided  that the maximum  liability of
Seller under this Section shall be $3,000,000.00 for claims made within one year
from the  anniversary of the Closing in accordance  with Section 6.10(d) hereof,
and shall be $1,500,000.00 for claims made thereafter. The indemnity provided by
this Section 6.10(a) shall be the exclusive remedy for any Loss. Notwithstanding
anything  to the  contrary  contained  in this  Agreement,  the  limitations  on
liability  contained in this Section  6.10(a) will not apply to: (i) any breach,
inaccuracy  or untruth  of any  Warranty,  which,  to the  Knowledge  of Seller,
existed prior to the time such  representation or warranty was made; or (ii) any
intentional  breach of or intentional  noncompliance by Seller with any covenant
or agreement of Seller  contained in this Agreement or in any other agreement or
instrument delivered in connection with this Agreement.

        (b) By Buyer. Buyer shall indemnify, reimburse and hold harmless Seller,
its  Affiliates and any successor or assigns (the "Buyer  Indemnified  Persons")
for any and all  direct or  indirect  claims,  losses,  liabilities  (actual  or
contingent),  damages  (including  special  and  consequential  damages),  costs
(including court costs) and expenses  (including all attorneys' and accountants'
fees and  expenses)  (hereinafter  a "Loss" or  "Losses"),  as a result of or in
connection with (i) any breach,  inaccuracy or untruth of any  representation or
warranty,  whether such breach,  inaccuracy or untruth  exists or is made on the
date  of  this  Agreement  or as of  the  Closing;  or  (ii)  any  breach  of or
noncompliance by Buyer with any covenant or agreement of Buyer contained in this
Agreement or in any other  agreement or instrument  delivered in connection with
this Agreement;  or (iii) any Assumed Liability.  Notwithstanding the foregoing,
no claim for  indemnification  under this Section 6.10(b) may be made by a Buyer
Indemnified  Person unless and until the cumulative total of all Losses suffered
by the Buyer  Indemnified  Person  exceeds or is  reasonably  expected to exceed
$25,000, and thereafter only in excess of such amount; and further provided that
the maximum  liability of Seller under this Section shall be  $3,000,000.00  for
claims made within one year from the  anniversary  of the Closing in  accordance
with  Section  6.10(d)  hereof,  and  shall be  $1,500,000.00  for  claims  made
thereafter.  The  indemnity  provided  by  this  Section  6.10(b)  shall  be the
exclusive  remedy  for  any  Loss.  Notwithstanding  anything  to  the  contrary
contained in this  Agreement,  the  limitations  on liability  contained in this
Section  6.10(b)  will not apply to any  breach,  inaccuracy  or  untruth of any
representation  or warranty  made by Buyer  which,  to the  knowledge  of Buyer,
existed  prior to the time such  representation  or warranty was made, or to any
intentional breach of or intentional noncompliance by Buyer with any covenant or

                                       22
agreement  of Buyer  contained in this  Agreement  or in any other  agreement or
instrument delivered in connection with this Agreement.

        (c) Notification.  Seller and Buyer each hereby undertakes to notify the
other without delay of the occurrence of any event which constitutes or may with
the passage of time constitute an event entitling any Buyer  Indemnified  Person
or  Seller   Indemnified   Person   (either,   an   "Indemnified   Persons")  to
indemnification under this Section.

        (d) Notice of Claim. To seek indemnification  hereunder,  an Indemnified
Person  shall  notify  Seller  or  Buyer,  as  appropriate,  of  any  claim  for
indemnification,  specifying in reasonable detail the nature of the Loss and the
amount or an estimate of the amount thereof.

        (d) No Prejudice.  Nothing  herein shall prevent an  Indemnified  Person
from making a claim for a Loss  hereunder  notwithstanding  its knowledge of the
Loss or possibility of the Loss on or prior to the Closing Date.

        (e) Other Rights.  The indemnities  granted hereunder are in addition to
and not in substitution for any other right or remedy an Indemnified  Person may
now have or may  subsequently  take or hold,  and may be enforced  without first
recourse  to such  other  right  or  remedy  and  without  taking  any  steps or
proceedings  in connection  therewith,  and  notwithstanding  any rule of law or
equity or statutory provision to the contrary.

        6.11  Casualty.  Seller  shall  bear the risk of any loss or  damage  or
destruction  to any of the  Transferred  Assets  from fire or other  casualty or
cause at all times  prior to the  Closing.  Upon the  occurrence  of any loss or
damage to any material  portion of the  Transferred  Assets as a result of fire,
casualty, or other causes prior to the Closing,  Seller shall immediately notify
Buyer of the same in writing,  stating with  particularity the extent of loss or
damage  incurred,  the  cause  thereof,  if  known,  and  the  extent  to  which
restoration, replacement, and repair of the Transferred Assets lost or destroyed
will be reimbursed under any insurance policy with respect thereto.  Buyer shall
have the option,  but not the obligation,  exercisable  within fifteen (15) days
after receipt of such notice from Seller to:

        (a) Postpone the Closing until such time as such Transferred Assets have
been completely repaired, replaced, or restored;

        (b) Elect to consummate the Closing and accept the Transferred Assets in
their "then"  condition,  in which event Seller shall assign to Buyer all rights
under any insurance  claim  covering the loss and pay over to Buyer any proceeds
under any such  insurance  policy  theretofore  received by Seller with  respect
thereto; or

                                       23
(c) If in the sole  opinion of Buyer the loss or damage  materially  and
adversely  affects BCA's  Business or the  Transferred  Assets taken as a whole,
terminate this Agreement,  whereupon this Agreement shall be of no further force
or effect and neither Seller nor Buyer shall have any further rights, duties, or
obligations hereunder.

        6.12 Setoff.  Buyer shall have the right to setoff any amount payable to
Seller by Buyer against any amount payable by Seller to Buyer.

        6.13 Confidentiality.

        (a)  Seller  shall  hold  in  trust  and  confidence  all   Confidential
Information  and Trade Secrets (as defined  below) and shall not make any copies
of,  distribute or use any  Confidential  Information or Trade Secrets except as
necessary to prepare for the completion of the transactions  contemplated  under
this  Agreement.  After the  Closing,  Seller  shall  not make any  unauthorized
disclosure  of Trade  Secrets.  After the Closing and for a period of five years
thereafter,  Seller shall not make any  unauthorized  disclosure of Confidential
Information.  Upon the first request in writing from Buyer, Seller shall deliver
to Buyer all Trade  Secrets  and  Confidential  Information  in its  possession,
without  retaining  any copies  thereof.  Seller shall cause its  Affiliates  to
comply with this Section 6.13 as if each were Seller.

        (b) As used in this Section 6.13:

        (i)  "Confidential  Information"  means,  with respect to BCA's Business
only, all information  relating to BCA's Business,  Buyer's Business (current or
future), any Buyer Affiliate, or any person or entity with which it deals, which
information is reasonably regarded as confidential, being information not in the
public domain, including,  without limitation:  all Inventions;  technical data;
research and development information;  business records,  information and notes;
products;  "know-how";  engineering  or  other  data;  designs,  specifications,
processes  and formulae;  manufacturing  or planning  procedures,  techniques or
information;  marketing  plans,  strategies and forecasts;  business and product
development  plans,  strategies and forecasts;  financial  statements,  budgets,
prices,  costs and  financial  projections;  accounting  procedures or financial
information;  names and details of consumers,  customers,  suppliers and agents;
and secret information;  together with the possible or likely function,  purpose
or application of that information  whether in the current activities of Seller,
Buyer or any Affiliate or fields to which the activities of Seller, Buyer or any
Affiliate may reasonably  extend from time to time, any part of or  improvements
to that information, and any recommendation,  test or report of Seller, Buyer or
any Affiliate or any  consultant or agent in connection  with that  information;
and whether such information is oral, written, recorded or stored by electronic,
magnetic,  electromagnetic  or other form or process or  otherwise  in a machine
readable  form,  translated  from the  original  form,  recompiled,  made into a
compilation, wholly or partially copied, modified, updated or otherwise altered,
or originated or obtained by, or coming into the possession, custody, control or
Knowledge of Seller, Buyer or an Affiliate either alone or jointly.

                                       24
(ii)  "Invention"  means,  with  respect  to BCA's  Business  only,  any
invention,  drawing,  design,  model,  contrivance,   structure,  specification,
improvement, discovery, creation, idea, concept, formula, process and other work
or contribution however developed,  created,  made discovered or conceived,  and
whether or not  patented  or  patentable  (whether  by  renewal  or  otherwise),
protected by copyright,  or otherwise  protected or capable of protection by law
anywhere and which relates to BCA's Business.

        (iii) "Trade  Secrets"  means,  with respect to BCA's Business only, any
information  of Seller,  Buyer or an  Affiliate  (including  but not  limited to
technical or non-technical data, a formula, a pattern, a compilation, a program,
a device, a method, a technique, a drawing, a process, financial data, financial
plans,  product plans, or a list of actual or potential  customers or suppliers)
which (i) relates to BCA's  Business,  (ii) derives  economic  value,  actual or
potential,   from  not  being   generally   known  to,  and  not  being  readily
ascertainable  by proper means by, other persons who can obtain  economic  value
from its  disclosure  or use,  and  (iii) is the  subject  of  efforts  that are
reasonable under the circumstances to maintain its secrecy.

        6.14 Noncompetition.

        (a) Seller  acknowledges and recognizes the highly competitive nature of
the Buyer Business and accordingly agree that, to induce Buyer to consummate the
transaction  contemplated by this  Agreement,  Seller shall not, and shall cause
its Affiliates not to, for a period of five (5) years after the Closing Date:

        (i) Engage  directly  or  indirectly  in any  Competitive  Business  (as
defined below) anywhere in the Restricted Territory (as defined below);

        (ii) With respect to BCA's  Business  only,  solicit or accept  business
from anyone who is or becomes an active or prospective  customer of Buyer or its
Affiliates or who was an active or prospective customer of Seller at or prior to
the Closing Date:

        (iii) Solicit for employment any employee of Buyer or its Affiliates; or

        (iv) Attempt to do any of the things (or directly or  indirectly  assist
anyone  else in  doing  or  attempting  to do any of the  things)  specified  in
subsections (i), (ii) or (iii) above.

        (b) As used in this Section 6.14:

        (i) "Competitive  Business" means and includes any business  individual,
corporation or other entity which is engaged wholly or partly in the manufacture
and sale of FDA licensed and non-licensed immunohematology reagents, reagent red
blood cells,  anti-human  globulin  reagents,  blood grouping reagents and blood
typing  and  antibody  identification  products  and all  related  services  and
supplies, excluding Sicklequik; and

                                       25
(ii) "Restricted Territory" means the anywhere Buyer's Business or BCA's
Business is being or will be conducted.

        (c)  Notwithstanding  anything to the contrary in this Section  6.14, no
Person that succeeds to all or substantially  all of the business of Seller will
be deemed to be in  violation of this Section 6.14 if such Person was engaged in
a Competitive Business on the date hereof.

        6.15 Employees.

        (a) Offers of Employment. Buyer may, but shall not be required to, offer
employment to any of the Employees,  on terms to be determined by Buyer. Nothing
in this  Agreement  shall be construed as limiting  Buyer's right to hire any of
the Employees.

        (b) Employee Benefits and Costs.  Seller shall bear all costs related to
Employees, and Buyer assumes no liabilities related to the Employees.

        6.16 FDA Establishment  License.  Seller  acknowledges that its facility
located 1230 Wilson Drive, West Chester, Pennsylvania and used in BCA's Business
(the "Pennsylvania Facility") is licensed under FDA establishment license number
1227 in the name of Biopool International,  Inc. (the "Establishment  License"),
and that those  certain  reagent blood cell  Products,  blood  grouping  reagent
Products,  and anti-human globulin reagent Products are products licensed by the
FDA (the "Product  Licenses").  Seller shall perform its  obligations  under the
Manufacturing Agreement and Supply Agreement,  and shall do all things necessary
to retain  the  Establishment  License  until all of its  obligations  under the
Manufacturing  Agreement and the Supply Agreement have been  discharged.  At the
conclusion  of  the  term  of  the   Manufacturing   agreement  or  its  earlier
termination,  and upon  Immucor's  direction,  Seller shall provide the FDA with
notice  of  its  intention  to  discontinue  production  of all  product  at the
Pennsylvania  Facility,  shall apply for revocation of the Establishment License
and the Product Licenses,  and shall waive its opportunity for a hearing on such
matters, all pursuant to 21 CFR Part 601.5.

        6.17 Funds Received After Closing.  Any and all funds received by Seller
(or anyone other than Buyer) after Closing in respect of the Transferred  Assets
or BCA's Business shall be remitted to Buyer immediately upon receipt.

        6.18  Maintenance  of Product  Liability  Insurance.  For a period of 36
months after the Closing,  Seller shall maintain general comprehensive liability
insurance in an amount  appropriate for the industry and for the Products.  At a
minimum,  such insurance  shall provide  coverage for each  occurrence of bodily
injury and property damage in an amount not less that $3,000,000 combined single
limit with special  endorsements  providing  coverage for products and completed
operations  liability,  blanket  contractual  liability,  and blanket broad form
vender  liability.  Such insurance  policy or policies shall be endorsed to name
Immucor  and  Buyer  as  an  additional  insured  and  to  provide  for  written
notification to Immucor and Buyer by the insurer not less than thirty days prior
to the expiration, cancellation, or modification of such coverage. A certificate
of insurance evidencing

                                       26
compliance with this Section and  referencing  this Agreement shall be furnished
to Immucor at the Closing.

                                   ARTICLE VII
                       CONDITIONS TO OBLIGATIONS OF SELLER

        Each of the  obligations  of Seller to be performed  hereunder  shall be
subject to the  satisfaction  (or waiver by Seller) at or before the  Closing of
each of the following  conditions:  Buyer shall have tendered the purchase price
required to be paid at Closing,  and Buyer shall have  executed and tendered the
Assumption Agreement.

                                  ARTICLE VIII
                       CONDITIONS TO OBLIGATIONS OF BUYER

        The  obligations of Buyer to be performed  hereunder shall be subject to
the  satisfaction  (or waiver by Buyer) at or before the  Closing of each of the
following conditions:

        8.1   Representations,   Warranties   and   Covenants.   Each   of   the
representations  and warranties of Seller  contained in this Agreement  shall be
true in all  respects  as of the time of the  Closing  with the same  force  and
effect as though  made at that time  (provided  that,  solely for the purpose of
determining  whether such condition has been met, any representation or warranty
limited to the  knowledge  of Seller  shall not be  limited to such  knowledge);
Seller shall have  performed  and complied in all respects  with the  respective
covenants and agreements set forth herein to be performed or complied with by it
at  or  before  the  Closing;  and  Seller  shall  have  delivered  to  Buyer  a
certificate, signed on behalf of Seller by its President, to all such effects.

        8.2 Litigation. No suit, investigation, action or other proceeding shall
be pending or overtly threatened before any court or governmental  agency, which
has resulted in the  restraint or  prohibition  of Buyer,  or in the  reasonable
opinion of counsel for Buyer could result in the  obtaining of material  damages
or  other  relief  from  Buyer,   in  connection  with  this  Agreement  or  the
consummation of the transactions contemplated hereby.

        8.3 Opinion of Counsel to Seller. Buyer shall have received from counsel
to Seller an opinion dated the Closing Date in form and  substance  satisfactory
to Buyer and its counsel.

        8.4 Execution and Delivery of Documents.  Seller shall have executed and
delivered all the Seller Agreements and other documents as required herein;  and
all other  agreements,  certificates and other documents  delivered by Seller to
Buyer  hereunder  shall be in form and  substance  satisfactory  to counsel  for
Buyer, in the exercise of such counsel's reasonable judgment.

        8.5 No Material  Change.  Seller  shall not have  suffered  any material
adverse  change since  December 31, 1998 in its business,  prospects,  financial
condition,  working capital, assets, liabilities (absolute,  accrued, contingent
or otherwise), reserves or operations.

                                       27
8.6 Required Governmental  Approvals.  All governmental  authorizations,
consents and approvals  necessary for the valid consummation of the transactions
contemplated  hereby  shall  have been  obtained  and shall be in full force and
effect.  All  applicable  governmental   pre-acquisition   filing,   information
furnishing  and  waiting  period  requirements  shall  have  been  met  or  such
compliance shall have been waived by the governmental authority having authority
to grant such waivers.

        8.7 Other Necessary  Consents.  Seller shall have obtained all consents,
approvals  and  estoppels  required  to be listed in the  Disclosure  Memorandum
pursuant to Section 3.3 hereof. With respect to each such consent,  approval and
estoppel,  Buyer shall have received  written  evidence,  satisfactory to Buyer,
that such consent, approval or estoppel has been duly and lawfully filed, given,
obtained or taken and is effective, valid and subsisting.

                                   ARTICLE IX
                                  MISCELLANEOUS

        9.1  Notices.  All  notices,  requests,   demands,  consents  and  other
communications  required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when  delivered by  overnight  courier or express
mail service or by postage pre-paid certified or registered mail, return receipt
requested (the return receipt constituting prima facie evidence of the giving of
such notice, request,  demand or other communication),  by personal delivery, or
by fax with  confirmation  of  receipt  to the  following  address or such other
address of which a party subsequently may give notice to all the other parties:

     If to Buyer:         BCA Acquisition Corporation
                          P.O. Box 5625
                          3130 Gateway Drive
                          Norcross, Georgia  30091-5625
                          Attn:  Edward L. Gallup, President
                          Fax:  (770) 242-8930

     with a copy to:      Nelson Mullins Riley & Scarborough, L.L.P.
                          First Union Plaza, Suite 1400
                          999 Peachtree Street, N.E.
                          Atlanta, Georgia 30309
                          Attn:  Philip H. Moise, Esq.
                          Fax:  (404) 817-6050

     If to Immucor:       Immucor, Inc.
                          P.O. Box 5625
                          3130 Gateway Drive
                          Norcross, Georgia 30091-5625
                          Attn: Edward L. Gallup, President
                          Fax: (770) 242-8930

                                       28
with a copy to:      Nelson Mullins Riley & Scarborough, L.L.P.
                          First Union Plaza, Suite 1400
                          999 Peachtree Street, N.E.
                          Atlanta, Georgia 30309
                          Attn:  Philip H. Moise, Esq.
                          Fax:  (404) 817-6050

     If to Biopool:       Biopool International, Inc.
                          6025 Nicolle Street
                          Ventura, CA 93003
                          Attn:  Michael D. Bick, Ph.D., Chief Executive Officer
                          Fax:  (805) 654-0681

     with a copy to:      Troop Steuber Pasich Reddick & Tobey, LLP
                          2029 Century Park East, 24th Floor
                          Los Angeles, CA 90067-3010
                          Attn:  Scott W. Alderton
                          Fax:  (310) 728-2222

        9.2 Parties  Bound by  Agreement;  Successors  and  Assigns.  The terms,
conditions and  obligations of this Agreement  shall inure to the benefit of and
be binding upon the parties  hereto and the  respective  successors  and assigns
thereof.  Without the prior written consent of Buyer,  neither Seller nor Seller
may assign their rights,  duties or obligations hereunder or any part thereof to
any other Person.  Buyer may assign its rights and duties  hereunder in whole or
in part (before or after the Closing) to one or more Affiliates.

        9.3 Entire Agreement.  The Seller Agreements,  the Disclosure Memorandum
and all other  certificates,  schedules and other documents  delivered  pursuant
thereto  constitute the entire agreement between the parties with respect to the
transactions  contemplated hereby, and supersede and are in full substitution of
any and all prior  agreements  and  understandings  written or oral  between the
parties relating to such transactions.

        9.4 Descriptive  Headings.  The descriptive  headings of the Sections of
this Agreement are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.

        9.5  Counterparts.  This  Agreement  may be  executed  in any  number of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

                                       29
9.6 Amendments and Waivers.  No  modification,  termination,  extension,
renewal or waiver of any  provision  of this  Agreement  shall be binding upon a
party unless made in writing and signed by such party.  A waiver on one occasion
shall not be construed as a waiver of any right on any future occasion. No delay
or omission by a party in exercising any of its rights  hereunder  shall operate
as a waiver of such rights.

        9.7 Governing Law, Jurisdiction and Venue. THIS AGREEMENT IS EXECUTED BY
BUYER IN, AND SHALL BE CONSTRUED IN ACCORDANCE  WITH AND GOVERNED BY THE LAWS OF
GEORGIA.  SELLER HEREBY CONSENTS TO THE NON-EXCLUSIVE  JURISDICTION OF ANY STATE
OR FEDERAL  COURT  LOCATED  WITHIN THE COUNTY OF GWINNETT,  STATE OF GEORGIA AND
IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS  AGREEMENT MAY BE LITIGATED IN SUCH COURTS.  SELLER  ACCEPTS FOR ITSELF AND
ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY,  THE NONEXCLUSIVE JURISDICTION OF
THE  AFORESAID  COURTS  AND  WAIVES  ANY  DEFENSE  OF FORUM NON  CONVENIENS  AND
IRREVOCABLY  AGREES TO BE BOUND BY ANY JUDGMENT  RENDERED  THEREBY IN CONNECTION
WITH THIS AGREEMENT.  SELLER DESIGNATES AND APPOINTS THE FOLLOWING PERSON AS ITS
AGENT TO RECEIVE ON ITS BEHALF SERVICE OF PROCESS IN ANY SUCH  PROCEEDING IN ANY
SUCH COURT,  AND ANY SUCH SERVICE IS HEREBY  ACKNOWLEDGED  TO BE  EFFECTIVE  AND
BINDING  IN EVERY  RESPECT,  AND  SELLER  AGREES  THAT  SUCH  APPOINTMENT  SHALL
CONSTITUTE A WAIVER OF ANY DEFENSE TO SERVICE IF SERVED UPON SUCH AGENT:

                           Biopool International, Inc.
                           6025 Nicolle Street
                           Ventura, CA 93003
                           Attn:  President

IF SUCH AGENT REFUSES TO ACCEPT  SERVICE,  SELLER AGREES THAT SERVICE UPON IT BY
MAIL SHALL CONSTITUTE  SUFFICIENT NOTICE.  NOTHING HEREIN SHALL AFFECT THE RIGHT
TO EFFECT SERVICE IN ANY OTHER MANNER  PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
OF A PARTY TO BRING PROCEEDINGS AGAINST ANOTHER PARTY IN THE COURTS OF ANY OTHER
JURISDICTION.

        9.8 No Public  Announcements.  Upon the  execution  and delivery of this
Agreement  by all  parties  hereto,  Buyer and Seller  shall issue a joint press
release  satisfactory  in form and  substance to all parties  hereto.  Except as
contemplated in the preceding sentence, without the prior written consent of the
other parties,  neither Buyer, Seller nor Seller shall make any press release or
other public  disclosure,  or make any  statement to any  customer,  supplier or
other person with regard to the  transactions  contemplated  by this  Agreement,
except as required by law.

                                       30
9.9 Acquisition  Proposals.  Prior to the Closing or termination of this
Agreement,  Seller  shall  not,  and shall not  permit  any  officer,  director,
employee or agent of Seller or any Affiliate thereof to (a) solicit, initiate or
encourage  submission  of  proposals or offers,  or accept any offers,  from any
person relating to any acquisition or purchase of any of the Transferred Assets,
or any equity interest in, or any merger,  consolidation or business combination
with,   Seller  affecting  BCA  or  the  Transferred   Assets  (an  "Acquisition
Proposal"),  or (b) participate in any discussions or negotiations regarding, or
furnish to any other  person  any  information  with  respect  to, or  otherwise
cooperate in any way with or assist,  facilitate  or encourage  any  Acquisition
Proposal by any other Person.

        9.10 No Third-Party Beneficiaries.  With the exception of the parties to
this Agreement and the  Indemnified  Parties,  there shall exist no right of any
person to claim a beneficial  interest in this Agreement or any rights  accruing
by virtue of this Agreement.

        9.11 Gender and Number. Where the context requires, the use of a pronoun
of one  gender  or the  neuter is to be  deemed  to  include  a  pronoun  of the
appropriate  gender,  singular words are to be deemed to include the plural, and
vice versa.

        The parties  each have  executed  this  Agreement as of the day and year
first written above.

BIOPOOL INTERNATIONAL, INC.                  IMMUCOR, INC.  

By:     /s/ Michael D. Bick, Ph.D.           By:     /s/ Edward L. Gallup 
        ---------------------------                  ---------------------------
        Michael D. Bick, Ph.D.,                      Edward L. Gallup, President
        Chief Executive Officer

                     
       

                                             BCA ACQUISITION CORPORATION

                                             By:     /s/ Edward L. Gallup
                                                     ---------------------------
                                                     Edward L. Gallup, President

                                       31
Exhibits

A.  Form of Assumption Agreement
B.  Form of Bill of Sale
C.  Form of Manufacturing Agreement
D.  Form of Supply Agreement
E.  Form of Trademark Assignment
F.  Allocation of Purchase Price

                                       32
EXHIBIT A

                          FORM OF ASSUMPTION AGREEMENT

        THIS ASSUMPTION  AGREEMENT (this  "Assumption") is made and entered into
this 30th day of April,  1999, by BCA ACQUISITION  CORPORATION,  INC., a Georgia
corporation  ("Purchaser"),  in favor of BIOPOOL INTERNATIONAL,  INC., a Georgia
limited liability company ("Seller").

                              W I T N E S S E T H :

        WHEREAS, Purchaser and Seller are parties to that certain Asset Purchase
Agreement dated as of April 5, 1999 (the "Purchase Agreement");

        WHEREAS, pursuant to the Purchase Agreement,  Purchaser agreed to assume
certain  trade  payables of Seller,  all as more fully set forth in the Purchase
Agreement;

        NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual
promises, covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

        1. Capitalized  Terms.  Capitalized terms used and not otherwise defined
herein shall have the respective meanings assigned to such terms in the Purchase
Agreement.

        2. Assumption.  Purchaser hereby assumes all of the Assumed  Liabilities
as defined in the Purchase  Agreement (the "Assumed  Liabilities") in accordance
with the terms and conditions of the Purchase Agreement.

        3. Exclusion of Other Liabilities. Notwithstanding any provision of this
Assumption,  Purchaser  is  assuming  only the  Assumed  Liabilities  and is not
assuming and shall not be liable for any other liability or obligation of Seller
(or any  predecessor  owner of all or part of BCA's Business) of whatever nature
whether presently in existence or arising hereafter. The assumption by Purchaser
herein shall not be  construed to impair,  defeat or limit in any way any rights
or remedies of Purchaser to contest or dispute the amount thereof.

        4.  Further  Assurances.  Each party  hereto  agrees  from time to time,
subsequent  to the date  hereof,  to execute and deliver or cause to be executed
and delivered such  instruments or further  assurances as may, in the reasonable
opinion of the other  party,  be  necessary  or  desirable to give effect to the
provisions of this Assumption.

                                       33
5. Binding Effect. This Assumption shall be binding upon and shall inure
to the benefit of the parties hereto and their respective legal representatives,
successors and assigns.

        6.  Governing  Law. The validity and effect of this  Assumption  and the
rights  and  obligations  of the  parties  hereunder  shall be  governed  by and
construed  and  enforced  in  accordance  with the laws of the State of  Georgia
without regard to principles of conflicts of law.

        7.  Amendments.  No  amendment  to the  terms  and  conditions  of  this
Assumption  shall be valid and  binding on the  parties  hereto  unless  made in
writing and signed by an authorized representative of each of the parties.

        IN WITNESS WHEREOF, the parties hereto have caused this Assumption to be
executed as of the day and year first written above.

                                   "PURCHASER"

                                   BCA ACQUISITION CORPORATION

                                   By:      /s/ Edward L. Gallup
                                            --------------------------- 
                                            Edward L. Gallup, President

                                   "SELLER"

                                   BIOPOOL INTERNATIONAL, INC.

                                   By:     /s/ Michael D. Bick, Ph.D.
                                           ---------------------------
                                           Michael D. Bick, Ph.D.
                                           Chief Executive Officer

                                       34
EXHIBIT B

                              FORM OF BILL OF SALE

        FOR VALUE RECEIVED, and in further consideration of the mutual covenants
and  conditions  set forth in, and pursuant to the terms of, that certain  Asset
Purchase Agreement (the "Purchase  Agreement") (unless otherwise defined herein,
all capitalized terms shall have the respective  meanings assigned to such terms
in the  Purchase  Agreement),  dated as of  April  5,  1999,  by and  among  BCA
ACQUISITION CORPORATION, a Georgia corporation  ("Purchaser"),  IMMUCOR, INC., a
Georgia corporation  ("Immucor"),  and BIOPOOL  INTERNATIONAL,  INC., a Delaware
corporation ("Seller"), Seller hereby grants, conveys, sells, transfers, assigns
and sets over unto Purchaser all of Seller's right, title and interest, and good
and marketable title, in and to all of the Transferred  Assets as defined in the
Purchase Agreement (the "Transferred Assets"), all pursuant to this Bill of Sale
(this "Bill of Sale").

        TO HAVE AND TO HOLD FOREVER the above described property unto Purchaser,
for the use and benefit of Purchaser  and its  successors  and  assigns.  Seller
agrees from time to time,  subsequent to the date hereof, to execute and deliver
or cause to be executed and delivered such instruments or further assurances, in
the  reasonable  opinion of Purchaser,  as may be necessary or desirable to give
effect to the  provisions of this  Assignment.  Seller  warrants,  covenants and
agrees to take all steps  necessary to put Buyer,  its successors and assigns in
actual peaceful possession and control of the Transferred Assets.

        This  Bill of  Sale  is  made  pursuant  to the  terms  of the  Purchase
Agreement  and  is  entitled  to  all  benefits  thereof.  The  representations,
warranties,  covenants and indemnities  provided in the Purchase Agreement shall
continue  in full force and effect as  provided  therein and shall not be deemed
modified,  waived or amended in any respect whatsoever by reason of this Bill of
Sale.

        THIS BILL OF SALE SHALL BE BINDING  UPON AND SHALL  INURE TO THE BENEFIT
OF THE PARTIES HERETO AND THEIR RESPECTIVE LEGAL REPRESENTATIVES, SUCCESSORS AND
ASSIGNS.  THE  VALIDITY  AND  EFFECT  OF THIS  BILL OF SALE AND THE  RIGHTS  AND
OBLIGATIONS  OF THE PARTIES  HEREUNDER  SHALL BE GOVERNED BY AND  CONSTRUED  AND
ENFORCED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF GEORGIA  WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. NO AMENDMENT TO THE TERMS AND CONDITIONS OF THIS
BILL OF SALE SHALL BE VALID AND  BINDING ON THE  PARTIES  HERETO  UNLESS MADE IN
WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF EACH OF THE PARTIES.

                                       35
IN WITNESS WHEREOF, Seller has caused its duly authorized representative
to execute and deliver this Bill of Sale as of this 30th day of April, 1999.

                                          BIOPOOL INTERNATIONAL, INC.

                                          By:      /s/ Michael D. Bick, Ph.D.
                                                   --------------------------
                                                   Michael D. Bick, Ph.D.,
                                                   Chief Executive Officer

                                                   [CORPORATE SEAL]

Accepted and agreed to this 30th day of April, 1999:

IMMUCOR, INC.

By:     /s/ Edward L. Gallup
        ---------------------------                       
        Edward L. Gallup, President

                                       36
EXHIBIT C

                             MANUFACTURING AGREEMENT

        THIS AGREEMENT is entered into as of the 30th day of April,  1999 by and
between Biopool  International,  Inc., a Delaware corporation  ("Biopool"),  and
Immucor, Inc., a Georgia corporation ("Immucor").

        Unless the context  otherwise  requires,  terms that are capitalized and
not  otherwise  defined in context  have the meanings set forth in Section 10 of
this Agreement.

                                    RECITALS

        BIOPOOL AND IMMUCOR ACKNOWLEDGE THE FOLLOWING:

        A. Biopool and Immucor have  entered  into that certain  Asset  Purchase
Agreement,  dated as April 5,  1999  (the  "Asset  Purchase  Agreement"),  which
provides  for the sale by  Biopool  to  Immucor  of  certain  of the  assets  of
Biopool's BCA Division (the "Division").

        B. Immucor and Biopool  desire that Biopool  provide  manufacturing  and
related  services  to  Immucor  pursuant  to the terms of this  Agreement  using
Biopool's  Pennsylvania Facility (as defined herein) as a transitional source of
supply  for the  Products  during the term of this  Agreement  in order to allow
Immucor  to  establish  production  of the  Products  in its  own  manufacturing
facilities, and as required by the Asset Purchase Agreement.

        C. In addition to this Agreement,  Biopool and Immucor have entered into
that certain Supply Agreement,  dated as the date hereof, which provides for the
sale by  Biopool  to  Immucor of  Immucor's  requirements  of  certain  products
manufactured at Biopool's manufacturing facilities in California.

        In  consideration  of the  recitals and the mutual  covenants  contained
herein, the parties agree as follows:

        1.  Supply  of the  Products.  During  the  term of this  Agreement  (as
provided in Section 7(a) hereof):

            (a)  Biopool's  Obligation  to Supply  Products.  Biopool  agrees to
manufacture  (i)  reagent  red blood  cells at the  times and in the  quantities
according  to  Biopool's  past  practice,  and  (ii) the  Products  shown on the
production schedule attached hereto as Exhibit A ((i) and (ii) collectively, the
"Production  Schedule"),  at the times and in the  quantities  shown thereon and
supply them exclusively to Immucor pursuant to the terms of this Agreement.

                                       37
(b)  Manufacturing  and Service Plan.  Exhibit B contains  Biopool's
Manufacturing  and  Service  Plan (the  "Manufacturing  and  Service  Plan") for
producing the Products and performing the services required herein.

            (c) Raw Materials. Biopool will be responsible for obtaining the Raw
Materials  and other  supplies  required  to  produce  the  Products  ordered by
Immucor,  except  that  Immucor  may  provide  Biopool  with same and may direct
Biopool to use Raw  Materials  or  work-in-process  purchased  by  Immucor  from
Biopool  pursuant to the Asset  Purchase  Agreement  and  supplied to Biopool by
Immucor for the purpose of this Agreement.

            (d)  Changes to  Production  Schedule or  Manufacturing  and Service
Plan. Immucor shall have the right to cancel any part of the Production Schedule
with 15 day's prior notice.

        2. Related Services.  During the term of this Agreement,  Biopool agrees
to provide Immucor with the following services related to the Products:

            (a)  Shipping  and  Invoicing.  Except as provided in the  following
sentence,  Biopool shall deliver the Products to Immucor at the places specified
by  Immucor.  Upon  request  of  Immucor,  Biopool  shall ship  directly  to the
customers  identified  by Immucor on behalf of Immucor  and shall  invoice  such
customers' on Immucor's behalf in a manner consistent with Biopool's past custom
and practice. Biopool shall contemporaneously provide Immucor with a copy of any
such  invoice,  and any such invoice  shall direct  Immucor's  customers to make
payment to Immucor.

            (b)  Warehousing.  Biopool  shall  provide  warehousing  and storage
services for the Raw  Materials,  work-in-process  and finished goods related to
this Agreement or the Asset Purchase Agreement.

            (c) Customer  Service.  Biopool shall take customer  orders from the
customers  of the BCA  Division  via  telephone  and fax and  shall  maintain  a
standing  order  file.  Biopool  shall  provide  technical  service  directly to
customers of the BCA Division and shall assist such  customers  with any Product
performance problems such customers may experience with the Products.

        3.  Manufacturing  Fees.  In order  to  allow  Biopool  to  perform  its
obligations  under this  Agreement,  Immucor shall pay $62,500 to Biopool on the
15th and 30th day after the date of this Agreement, and $125,000 on the 45th and
60th day after the date of this Agreement. Such fee shall be deemed to reimburse
Biopool for the personnel and operating  expenses of the Pennsylvania  Facility.
Such fee shall be  increased  by Biopool's  direct  incremental  cost of any Raw
Materials not supplied by Immucor.  Such fee shall also be increased by the cost
of outward  bound freight to customers,  including  Immucor.  From and after the
30th day after the date of this  Agreement,  such fee shall be reduced  upon the
elimination  of  any  personnel  or  the  cancellation  of  any  portion  of the
Production Schedule,  by the mutual agreement of the parties, by an amount equal
to the costs  saved  directly  related to such job  function,  including  direct
salary,  benefits,  and employer  contributions  and taxes. In the event Immucor
elects pursuant to Section 7(a) to extend the term of this Agreement, Immucor

                                       38
shall make additional  payments to Biopool in accordance with the principles set
forth in this Section 3.

        4.  Delivery; Payment.

            (a) Delivery. Biopool will manufacture the Products and deliver them
to  Immucor  no later  than  the  delivery  dates  requested  in the  Production
Schedule.

            (b) Payment.  Immucor shall reimburse  Biopool pursuant to Section 3
of this Agreement.

        5.  Production, Inspection and Quality Control.

            (a) Regulatory Compliance.  Biopool shall comply with all applicable
federal, state and local laws and regulations in performing its duties hereunder
and any dealings with respect to the Products.

            (b) Production.  Biopool shall  manufacture and produce the Products
in conformance with the Production Schedule, shall use only the Raw Materials or
work-in-process  approved  by  Immucor  (and in no case  shall use or rework any
inventory  returned or rejected by any other  customer or rejected by Immucor in
connection with Asset Purchase Agreement).

            (c) Packaging and Labeling.  Biopool shall appropriately package and
label the Products consistent with past practice and custom.  Biopool shall also
package the  Products  for ultimate  shipment to  Immucor's  customers.  Biopool
grants to Buyer and Immucor a fully-paid,  royalty-free license to use the names
"Biopool" and "Biopool  International" for any purpose related to BCA's Business
from the date hereof until the later of the  termination of this Agreement or 36
months.

            (d) Product Warranties. Biopool expressly warrants that all Products
delivered to Immucor pursuant to this Agreement will be of good and merchantable
quality,   suitable  for  their  intended  purpose,  will  not  be  adulterated,
misbranded or  mislabeled,  and will be free of any  substance  which may render
such  Products  injurious  to health,  lessen the potency or  effectiveness,  or
otherwise  cause  such  Products  not to be in  compliance  with all  applicable
provisions of all United States and Canadian  federal,  state and local laws and
regulations, and any other applicable foreign laws and regulations. Biopool will
deliver  the  Products  to  Immucor  free from any lien,  security  interest  or
encumbrance.

            (e) Right of Inspection.  During the term of this Agreement, Immucor
shall  have the right to  inspect  and audit the parts of  Biopool's  operations
which  are used in the  manufacture,  packaging  and  storage  of the  Products.
Without  limiting the generality of the foregoing  sentence,  Immucor shall have
the right to inspect all raw materials, work in process and finished Products to
ensure that such all raw materials,  work in process and finished  Products will
at the time of  delivery  to  Immucor  be free from  defects  in  materials  and
workmanship. All inspections will be conducted during normal business hours and

                                       39
Immucor  shall have the sole right to determine the number and frequency of such
inspections.

            (f) Non-Conforming Goods. Biopool acknowledges that Immucor will not
be in a position  to  adequately  inspect  the  Products  delivered  to Immucor.
Immucor may notify  Biopool of any  non-conformity  of the  Products at any time
prior to the  expiration  date of any  Product  manufactured  hereunder,  and no
action by Immucor prior to the  expiration  date of the Products,  including but
not limited to Immucor's resale of the Products to Immucor's customers, shall be
deemed acceptance of the Products for purposes of O.G.C.A.  Section 11-2-606. At
Immucor's election,  non-conforming  goods will be replaced by Biopool within 10
days of  notice  to  Biopool  by  Immucor  or  credited  against  future or past
purchases. Immucor's rights under this subparagraph are without prejudice to any
other remedy  available to Immucor as a result of delivery of Products that fail
to conform with the provisions of this Agreement.

            (g) Quality Control.  Biopool covenants and agrees,  during the term
of this Agreement,  upon Immucor's  request,  Biopool shall provide Immucor with
information  regarding the  manufacture by Biopool of the Products in compliance
with the terms of this Agreement and all federal,  state and local laws,  rules,
ordinances and regulations and such additional  information  directly related to
the manufacture of the Products as Immucor shall request;  and after the term of
this Agreement, Biopool shall transfer all such information to Immucor.

        6.  Indemnification and Insurance.

            (a) Biopool  agrees to indemnify and hold  harmless  Immucor and its
respective directors, officers, employees and agents (collectively, the "Immucor
Indemnitees")  from and against all losses,  damages,  liabilities and expenses,
including  attorneys'  fees,  of any kind or nature,  incurred  by reason of any
claim, action, suit or governmental  investigation or proceeding brought against
or involving the Immucor  Indemnitees or any of them, which relates to or arises
out of (i) Biopool's failure to comply with any provision of this Agreement,  or
(ii) any matter relating to the design,  manufacture,  quality,  fitness,  sale,
purchase or  performance  of any Product  manufactured  by Biopool for  Immucor,
including,  without  limitation,  any product  liability  claims relating to the
Products.

            (b) During the term of this  Agreement and for a period of 36 months
thereafter,  Biopool shall maintain general comprehensive liability insurance in
an amount appropriate for the industry and for the Products.  At a minimum, such
insurance  shall  provide  coverage  for each  occurrence  of bodily  injury and
property damage in an amount not less that $3,000,000 combined single limit with
special  endorsements  providing coverage for products and completed  operations
liability,   blanket  contractual  liability,  and  blanket  broad  form  vender
liability.  Such insurance  policy or policies shall be endorsed to name Immucor
as an additional  insured and to provide for written  notification to Immucor by
the insurer not less than thirty days prior to the expiration,  cancellation, or
modification of such coverage. A certificate of insurance evidencing  compliance
with this Section and  referencing  this Agreement shall be furnished to Immucor
at the Closing.  The  obligations  of Biopool under this Section 6 shall survive
the termination of this Agreement, however occurring.

                                       40
7.  Term and Termination.

            (a) Term of Agreement. Unless terminated earlier as provided herein,
the  respective  obligations  of Biopool and Immucor:  (i) under Section 1 shall
expire 60 days from the date  hereof;  (ii) under  Section  2(a) shall expire 60
days from the date  hereof;  (iii) under  Section 2(b) shall expire 60 days from
the date hereof;  and (iv) under Section 2(c) shall expire 60 days from the date
hereof. Immucor shall have a single option to extend this Agreement for a period
of 30 days from its  termination in accordance  with this Section 7(a),  upon 15
days prior notice to Biopool.  This  Agreement may be renewed or extended by the
mutual, written agreement of Biopool and Immucor.

            (b) Termination of Agreement.  All of the respective  obligations of
the parties  under this  Agreement  will  terminate  as provided in Section 7(a)
above upon the occurrence of any of the following:

                (i) Mutual Agreement.  The mutual,  written agreement of Biopool
and Immucor;

                (ii) Breach.  Either party may  terminate  this  Agreement  (the
"Terminating  Party") in the event of a material  breach by the other party (the
"Breaching Party") of any of its obligations under this Agreement,  which breach
is not cured within 5 days after notice thereof; or

                (iii) Immucor's Option. By Immucor, in its sole discretion, upon
not less than 15 days prior written notice to Biopool.

            (c)  Effect of  Termination  in Event of  Breach.  In the event of a
termination of this Agreement  pursuant to Section 7(b), all remedies  available
to the Terminating  Party either in law or equity shall be preserved and survive
the termination of this Agreement.

        8.  Necessary  License.  Immucor  hereby grants to Biopool a fully paid,
nonroyalty bearing nonexclusive license to all inventions,  copyrights, patents,
trademarks,  trade secrets,  know-how and all other intellectual property rights
sold by Biopool to Immucor pursuant to the Asset Purchase Agreement and now held
by Immucor that are  necessary  for the  manufacture  of the Products by Biopool
(the "Necessary  Technology").  Biopool agrees that the foregoing license to the
Necessary  Technology  is solely for the limited use of carrying out the purpose
of this Agreement and for no other purpose and automatically will terminate upon
the termination of this Agreement pursuant to Section 7 above. Any idea, design,
concept or other  invention  made or  developed  solely by Biopool or jointly by
Biopool  and Immucor in the course of  manufacturing  Products  hereunder  shall
promptly be  disclosed by Biopool to Immucor in a complete  written  disclosure.
Biopool  hereby  assigns to Immucor all right,  title and interest in and to any
such idea,  design,  concept or other invention  together with the right to file
patent and other  similar  applications  with  respect  thereto in any  country.
Biopool  agrees to take any and all  actions as may be  requested  by Immucor to
cause complete and full ownership of all such ideas, designs, concepts and other
inventions to be vested completely in Immucor.

                                       41
9.  Confidentiality.  Biopool  shall  hold in trust and  confidence  all
Confidential  Information  and Trade  Secrets  and shall not make any copies of,
distribute,  or use any  Confidential  Information  and Trade Secrets  except as
necessary to perform its  obligations  under this  Agreement.  Biopool shall not
make any  unauthorized  disclosure of Trade Secrets.  For a period of five years
from the date hereof,  Biopool  shall not make any  unauthorized  disclosure  of
Confidential Information.  Upon the termination of this Agreement as provided in
Section 7, Biopool  shall  deliver to Buyer all Trade  Secrets and  Confidential
Information in its possession,  without  retaining any copies  thereof.  Biopool
shall  cause  its  Affiliates  to  comply  with  this  Section 9 as if each were
Biopool.

        10. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have the meaning  given them in the Asset  Purchase  Agreement.  As
used in this Agreement, the following terms have the following meanings:

            (a) "Confidential Information" shall have the meaning give such term
in the Asset Purchase Agreement.

            (b) "Pennsylvania  Facility" means Biopool's  manufacturing facility
located at 1230 Wilson Drive, West Chester, PA 19380-4254.

            (c)  "Products"  means  any  and all of  Biopool's  immunohematology
products and test kits,  including but not limited to those  products  listed on
Exhibit C to this Agreement.

            (d) "Raw  Materials"  shall have the  meaning  give such term in the
Asset Purchase Agreement.

            (e) "Trade  Secrets"  shall have the  meaning  give such term in the
Asset Purchase Agreement.

        11. Miscellaneous.

            (a) Title to Goods.  Until such time as the  Products are shipped to
their  destination  as provided  herein,  Immucor  shall retain title to all Raw
Materials,  work-in-process, and finished goods related to the Products produced
or to be produced in connection with this Agreement.

            (b)  Assignment.   Neither  party  shall  transfer  or  assign  this
Agreement  in whole or in part  without the prior  written  consent of the other
party,  which consent shall not be unreasonably  withheld.  Notwithstanding  the
foregoing,  Immucor  may assign  this  Agreement  in whole or in part (i) to any
person or entity which it controls,  is controlled  by, or with whom it is under
common control,  and (ii) to any purchaser of substantially all of the assets of
Immucor or Immucor, Inc., a Georgia corporation. This Agreement shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and permitted assigns.

                                       42
(c) Sale or Change of Control of Biopool.  Should  Biopool  elect to
sell or transfer  substantially  all of its assets,  Biopool  shall require as a
condition  of such  transaction  that this  Agreement  with all of its terms and
conditions shall be assumed by the transferee.

            (d)  Independent  Contractor.  This  Agreement  does not  create any
partnership,  joint venture,  trust or agency between the parties  hereto.  This
Agreement  shall  not  cause  either  party to be  considered  an agent or legal
representative  of the other for any  purpose,  nor shall this  Agreement  cause
either party's officers, directors,  employees or agents to be considered agents
or employees of the other party.  This Agreement  shall not give either party or
any of its  officers,  directors,  employees or agents any authority to bind the
other party in any contract  with any third party on behalf of or in the name of
that third party.

            (e) Headings.  The headings  herein are for convenience of reference
only and shall not be deemed a part of this Agreement.

            (f)  Severability.  If any provision of this  Agreement is held by a
court of competent  jurisdiction to be invalid or  unenforceable  for any reason
whatsoever, the parties agree that such invalidity or unenforceability shall not
affect any other provision of this Agreement,  the remaining  provisions  hereof
shall  remain in full force and effect and any court of  competent  jurisdiction
may so modify the objectionable provision as to make it valid and enforceable.

            (g) Governing Law. This Agreement shall be governed by and construed
in  accordance  with the internal  laws of the State of Georgia  without  giving
effect to any choice of law  provision or rule  (whether of the State of Georgia
or any other  jurisdiction)  that would cause the application of any of the laws
of any jurisdiction other than the State of Georgia.

            (h)  Notice.  All  notices  and other  communications  given or made
pursuant to this Agreement  shall be in writing and shall be deemed to have been
duly given or made upon the earlier of receipt, if delivered personally,  on the
third business day following deposit in the U.S. mail if mailed by registered or
certified mail (postage prepaid, return receipt requested) to the parties at the
following  addresses (or at such other address for a party as shall be specified
by like  changes of address)  or the next  business  day when sent by  overnight
courier or express mail service or by electronic  transmission to the telecopier
number specified below with receipt acknowledged:

     If to Immucor:      Immucor, Inc.
                         P.O. Box 5625
                         3130 Gateway Drive
                         Norcross, Georgia 30091-5625
                         Attn: Edward L. Gallup, President
                         Fax: (770) 242-8930

                                       43
with a copy to:      Nelson Mullins Riley & Scarborough, L.L.P.
                         First Union Plaza, Suite 1400
                         999 Peachtree Street, N.E.
                         Atlanta, Georgia 30309
                         Attn:  Philip H. Moise, Esq.
                         Fax:  (404) 817-6050

    If to Biopool:       Biopool International, Inc.
                         6025 Nicolle Street
                         Ventura, CA 93003
                         Attn:  Michael D. Bick, Ph.D., Chief Executive Officer
                         Fax:  (805) 654-0681

    with a copy to:      Troop Steuber Pasich Reddick & Tobey, LLP
                         2029 Century Park East, 24th Floor
                         Los Angeles, CA 90067-3010
                         Attn:  Scott W. Alderton
                         Fax:  (310) 728-2200

            (i)  Entire  Agreement.   This  Agreement  and  the  exhibit  hereto
constitute  the entire  agreement  between the parties and  supersede  all prior
agreements,  understandings  and  arrangements,  oral or  written,  between  the
parties  with  respect to the subject  matter  hereof.  In the event of conflict
between any term of this  Agreement and any term in a party's  purchase  orders,
quotations,  acknowledgments,  invoices,  license or other communications to the
other party, this Agreement shall govern.

            (j)  Counterparts.  This  Agreement may be executed in any number of
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
constitute one instrument.

            (k)  Modification  Amendment and Waiver.  This  Agreement may not be
modified or amended  (including by custom,  usage of trade or course of dealing)
except by an instrument in writing  signed by duly  authorized  officers of both
parties hereto. The performance of any obligation  required of a party hereunder
may be waived only by written waiver signed by a duly authorized  officer of the
other party which waiver  shall be  effective  only with respect to the specific
obligations  described therein. The waiver by either party hereto of a breach of
any obligation of the other shall not operate or be construed as a waiver of any
subsequent  breach  of  the  same  provision  or any  other  provision  of  this
Agreement.  The failure of either party to insist, in any one or more instances,
upon full  performance of the terms,  covenants and conditions of this Agreement
shall not be  construed  as a waiver or a  relinquishment  of any right  granted
hereunder or a waiver of future full  performance of any such term,  covenant or
condition.

                                       44
IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as
of the date first written above.

                                               IMMUCOR, INC.

                                               /s/ Edward L. Gallup
                                               ---------------------------
                                               Edward L. Gallup, President

                                               BIOPOOL INTERNATIONAL, INC.

                                               /s/ Michael D. Bick, Ph.D.
                                               ---------------------------
                                               Michael D. Bick, Ph.D.,
                                               Chief Executive Officer

                                       45
Exhibit A to Manufacturing Agreement

                               Production Schedule

Product                         Quantity                  Expected Delivery Date

                                       46
Exhibit B to Manufacturing Agreement

                         Manufacturing and Service Plan

                                       47
Exhibit C to Manufacturing Agreement

                                    Products
Code                          Product                                   Pkg.
ABO SERA
                              MONOCLONAL
57209                         Anti-A                                1 x 10ml
57210                         Anti-A                               10 x 10ml
57211                         Anti-B                                1 x 10ml
57212                         Anti-B                               10 x 10ml
57213                         Anti-A,B                              1 x 10ml
57214                         Anti-A,B                             10 x 10ml

                              LECTINS
57215                         Anti-A1                                1 x 2ml
57216                         Anti-H                                 1 x 2ml

                              Anti-Rh SERA
                              Anti-D, S/T
57217                         Anti-D                                1 x 10ml
57218                         Anti-D                               10 x 10ml

                              Rh-hr CONTROL
57222                         Rh-hr Control                         1 x 10ml
57223                         Rh-hr Control                        10 x 10ml

                              MONOCLONAL-Rh
59890                         Anti-D                                1 x 10ml
59891                         Anti-D                               10 x 10ml

                              ANTI-Rh, S/T
57226                         Anti-CDE                              1 x 10ml
57227                         Anti-C                                 1 x 5ml
57228                         Anti-E                                 1 x 5ml
57229                         Anti-c                                 1 x 5ml
57230                         Anti-e                                 1 x 5ml
59851                         Anti-C Monoclonal                      1 x 5ml

                              ANTI-Rh, SALINE
57233                         Anti-D                                 1 x 5ml
57234                         Anti-E                                 1 x 5ml
57236                         Anti-Cw                                1 x 2ml

                                       48
Exhibit C to Manufacturing Agreement
                              (Continued - Page 2)
                                    Products
Code                          Product                                   Pkg.
ANTIGLOBULIN SERA
                              POLYSPECIFIC
57242                         Poly Clear                            1 x 10ml
57243                         Poly Clear                           10 x 10ml
57244                         Poly Clear                           25 x 10ml
57245                         Poly Clear                          100 x 10ml
57246                         Poly Green                            1 x 10ml
57247                         Poly Green                           10 x 10ml
57248                         Poly Green                           25 x 10ml
57249                         Poly Green                          100 x 10ml

                              MONOSPECIFIC
57250                         Anti-IgG Clear                        1 x 10ml
57251                         Anti-IgG Clear                       10 x 10ml
57252                         Anti-IgG Clear                       25 x 10ml
57253                         Anti-IgG Clear                      100 x 10ml
57254                         Anti-IgG Green                        1 x 10ml
57255                         Anti-IgG Green                       10 x 10ml
57256                         Anti-IgG Green                       25 x 10ml
57257                         Anti-IgG Green                      100 x 10ml

                              MONO/POLY
57258                         Poly Clear                            1 x 10ml
57259                         Poly Clear                           10 x 10ml
57260                         Poly Clear                           25 x 10ml
57261                         Poly Green                            1 x 10ml
57262                         Poly Green                           10 x 10ml
57263                         Poly Green                           25 x 10ml

                              MONOSPECIFIC
57265                         Anti-C3                                1 x 3ml

                              ENHANCEMENT MEDIA
                              EM-V (LISS)
57270                         EM-V                                  1 x 10ml
57271                         EM-V                                 10 x 10ml
57272                         EM-V                                100 x 10ml
57273                         EM-V                                  1 x 50ml

                                       49
Exhibit C to Manufacturing Agreement
                              (Continued - Page 3)
                                    Products
Code                          Product                                   Pkg.
EM-X (LISS/BSA)
57274                         EM-X                                  1 x 10ml
57275                         EM-X                                 10 x 10ml
57276                         EM-X                                100 x 10ml

                              ACCULISS (LISS)
57277                         Acculiss                              1 x 10ml
57278                         Acculiss                             10 x 10ml

                              PEG+
57279                         PEG+                                  1 x 10ml
57280                         PEG+                                 10 x 10ml
57281                         PEG+                                  1 x 50ml

                              BOVINE ALBUMIN
57282                         22% BSA                               1 x 10ml
57283                         22% BSA                              10 x 10ml
57284                         22% BSA                             100 x 10ml
57285                         22% BSA                               1 x 50ml
57286                         30% BSA                               1 x 10ml
57287                         30% BSA                              10 x 10ml
57289                         30% BSA                               1 x 50ml

                              ENZYMES
57293                         Ficin Sol.                            1 x 10ml

                              RARE SERA
57296                         Anti-K                                 1 x 5ml
57297                         Anti-k                                 1 x 2ml
57298                         Anti-Kpa                               1 x 2ml
57299                         Anti-Kpb                               1 x 2ml
57300                         Anti-Fya                               1 x 5ml
57301                         Anti-Fyb                               1 x 5ml
57302                         Anti-Jka                               1 x 5ml
57303                         Anti-Jkb                               1 x 5ml
57304                         Anti-M                                 1 x 5ml
57305                         Anti-N Rabbit                          1 x 5ml
57306                         Anti-N Lectin                          1 x 5ml

                                       50
Exhibit C to Manufacturing Agreement
                              (Continued - Page 4)
                                    Products
Code                          Product                                   Pkg.
57307                         Anti-S                                 1 x 5ml
57308                         Anti-s                                 1 x 5ml
57309                         Anti-Lea                               1 x 5ml
57313                         Anti-I                                 1 x 2ml
59850                         Anti-P1 Goat                           1 x 3ml

                              RBCs
56067                         Rare-Type                             1 x 10ml
59308                         I negative                             1 x 3ml

                              PANELS
56068                         Accucell-16                           16 x 3ml
56069                         Tencell Panel                         11 x 3ml

                              SCREENING CELLS
56070                         Spectrogen Duo                        2 x 10ml
56071                         Spectrogen Trio                       3 x 10ml
56072                         Spectrogen Pooled                     1 x 10ml

                              REVERSE CELLS
56073                         Confirmcells (A1B)                    2 x 10ml
56074                         Confirmcells (A1A2B)                  3 x 10ml
56616                         Confirmcells (A1A2BO)                 4 x 10ml

                              COOMBS CONTROL
56075                         Coatagen                              1 x 10ml
56076                         Coatagen                              3 x 10ml
56077                         Coatagen (Weak)                       1 x 10ml

                              QC
52184                         Quik Chek Kit                       3 vial kit
56149                         ReCap Kit                           6 vial kit

                              FETAL SCREENING
59487                         Fetal Detection Kit                 4 vial kit
59485                         Fetal Detection Slides                9 slides

                                       51
Exhibit C to Manufacturing Agreement
                              (Continued - Page 5)
                                    Products
Code                          Product                                   Pkg.
SPECIALTY PRODUCTS
57314                         Elution Sol.                           12 test
57315                         P1 Sub.                                1 x 2ml
57316                         R.E.St.                                 8 test
59844                         Rap-I.D.                             300 tests
59892                         Seg Safe                              250/pack

                              COMPETENCY
56168                         Self-check I                           2 x 5ml
56169                         Self-check II                          3 x 5ml
52
EXHIBIT D

                            FORM OF SUPPLY AGREEMENT

        THIS SUPPLY  AGREEMENT (THIS  "AGREEMENT") IS MADE AS OF APRIL 30, 1999,
BY AND BETWEEN IMMUCOR,  INC., A GEORGIA  CORPORATION HAVING ITS PRINCIPAL PLACE
OF  BUSINESS  AT  3130  GATEWAY  DRIVE,  SUITE  600,  NORCROSS,   GA  30091-5625
("IMMUCOR"),  AND BIOPOOL  INTERNATIONAL,  INC., A DELAWARE CORPORATION WITH ITS
PRINCIPAL  PLACE  OF  BUSINESS  AT  6025  NICOLLE  STREET,   VENTURA,  CA  93003
("BIOPOOL").

        Immucor,   through   its   wholly-owned   subsidiary   BCA   Acquisition
Corporation,  a Georgia corporation  ("Subsidiary"),  has acquired substantially
all of the assets of the BCA Division of Biopool as of the date hereof  pursuant
to that certain Asset Purchase  Agreement by and among  Immucor,  Subsidiary and
Biopool  dated as of April 5, 1999 (the "Asset  Purchase  Agreement").  Included
among such  assets are the  entire  product  lines of  Biopool's  BCA  Division,
including  certain  products  manufactured  using  freeze-drying  technology  at
Biopool's manufacturing facilities located in California. Immucor wishes to have
Biopool  manufacture  such  products for Immucor and to buy such  products  from
Biopool, and Biopool wishes to manufacture such products for Immucor and to sell
such products to Immucor.  Therefore,  in  consideration of the mutual covenants
contained herein, the parties hereto agree as follows.

                             ARTICLE 1 DEFINITIONS.

        In addition to any terms defined elsewhere  herein,  the following terms
will have the following meanings when used in this Agreement:

        1.1  "Affiliate"  of a party  means any  corporation  or other  business
entity controlling, controlled by or under common control with such party.

        1.2 "Agreement Date" means the date of this Agreement set forth above.

        1.3 "Confidential  Information" shall have the meaning give such term in
the Asset Purchase Agreement.

        1.4  "Control"  (including  "controlling",  "controlled  by" and  "under
common control with") means the direct or indirect  ownership of more than fifty
percent  (50%) of the voting or income  interest  in such  corporation  or other
business entity.

        1.5 "FDA" means the United States Food and Drug Administration.

                                                         53
1.6  "Modifications"  means  alterations  to the  Products  agreed  upon
between Biopool and Immucor from time to time.

        1.7  "Products"  means  those  products  listed on  Exhibit  A  attached
hereto..

        1.8  "Standards"  means  all  standards,   manufacturing  practices  and
technical requirements applicable to the Products and promulgated by any agency,
department or bureau of the United States or any foreign  government,  or of any
political   subdivision  thereof,  as  well  as  generally  accepted  commercial
standards in any such places,  including those  promulgated by the FDA, Canadian
Standards Association and CE MARK.

        1.9  "Term"  means  the  period  beginning  on the  Agreement  Date  and
continuing  until the third  anniversary of the date of this  Agreement,  unless
sooner terminated in accordance with Article 7.

        1.10 "Trade  Secrets" shall have the meaning give such term in the Asset
Purchase Agreement.

                                ARTICLE 2 SUPPLY

        2.1 Supply of Products. Biopool shall produce Products and shall provide
Immucor  all of its  requirements  for the  Products  as  evidenced  by  Immucor
purchase orders issued pursuant to Section 5.1 hereof. In the event of any delay
or curtailment of Biopool production due to factors beyond its control,  Biopool
shall  supply  Immucor  with  Products  on a fair  and  equitable  basis no less
favorable than the treatment given to Biopool's other customers.

        2.2  Packaging  and  Labeling of  Products.  Biopool  shall  deliver the
Products to Immucor in unlabeled  vials that may be  reasonably  identified  and
labeled by Immucor.  Immucor shall be  responsible  for comply with any labeling
requirements of the Standards.

        2.3  Modifications  to  Products.  If Immucor or  Biopool  proposes  any
modification  of any of the  Products,  the  parties  will enter into good faith
discussions to try to reach agreement on the implementation of the Modification,
including  such  matters  as  technical  requirements,   development  schedules,
regulatory compliance and price. If Immucor proposes a Modification necessary to
adapt the Products to local conditions in any foreign country,  or necessary for
the Products to conform to the Standards,  Biopool will effect such Modification
as soon as  practicable  without  awaiting  the  results  of the  implementation
discussions.

            (a) Inspection and Investigation. During the Term of this Agreement,
Immucor  shall  have the right to  inspect  and  audit  the  parts of  Biopool's
operations  which are used in the  manufacture,  packaging  and  storage  of the
Products.  Without  limiting the generality of the foregoing  sentence,  Immucor
shall have the right to inspect all raw materials,  work in process and finished
Products to ensure the safety and efficacy of the Products and that such all raw
materials, work in process and finished Products will at the time of delivery to
Immucor be free from defects in materials and workmanship.  All inspections will

                                       54
be conducted  during normal business hours and Immucor shall have the sole right
to determine the number and frequency of such inspections.  Further,  during the
Term of this  Agreement,  Biopool  shall  provide  Immucor such  information  it
reasonably  requests  to  conduct  such  investigation,   including  information
regarding  the  manufacture  by Biopool of the Products in  compliance  with the
terms of this  Agreement,  and at the conclusion of the Term of this  Agreement,
Biopool shall transfer all such information to Immucor.

        2.4 Quality Control.

            (a) If any  customer  of  Immucor  rejects or  returns  Products  to
Immucor  as a result of  Product  performance  problems,  Immucor  shall  notify
Biopool in writing within sixty (60) days. At Immucor's  option and at Biopool's
expense,  Immucor  shall  receive  a  credit,  refund  or  replacement  for such
Products.  If Biopool so  requests,  Immucor  will  return any such  Products to
Biopool at Biopool's expense.

            (b) In the event that either party receives any complaint  regarding
the Products,  it shall notify the other party within one (1) week after receipt
of such complaint.  Immucor will be responsible for evaluating  these complaints
and  responding  to Biopool in writing  within thirty (30) days after receipt of
the  complaint.  Immucor will make,  and Biopool will assist and cooperate  with
Immucor in making,  a preliminary  evaluation of each  complaint it receives and
will conduct all follow up and communication which it deems appropriate.

            (c) Biopool will notify Immucor immediately of any inspection of its
facilities by a federal,  state or local regulatory agency as well as the result
of such inspection.

        2.5 Product Recall.  In the event that Immucor or Biopool recalls any of
the Products sold or distributed by Immucor because the Products are believed to
violate  any  provision  of  applicable  law,  Biopool  shall bear all costs and
expense of such recall, including, without limitation, expenses or obligation to
third  parties,  the cost of notifying  customers and costs  associate  with the
shipment of recalled Product from customers to Immucor or Biopool. Immucor shall
maintain complete and accurate  records,  for such periods as may be required by
applicable law, of all the Products sold by it.  Notwithstanding  the foregoing,
in the event any such product  recall  results from the  labeling,  packaging or
misbranding of Products, Immucor shall bear such costs and expenses. The parties
will  cooperate  fully with each other in effecting  any recall of the Products,
including communications with any purchaser or users.

                       ARTICLE 3 PURCHASE AND DISTRIBUTION

        3.1 Purchase and Sale. Biopool shall sell to Immucor,  and Immucor shall
purchase from Biopool, the Products,  for resale to Immucor's customers directly
or through its distributors, agents and/or dealers, subject to and in accordance
with the terms and conditions of this Agreement.

                                       55
3.2 Delivery and Acceptance.

            (a) All deliveries of Products from Biopool to Immucor shall be made
to Biopool's  plant at 3150 Gateway Drive,  Norcross,  GA 30091-5625,  not later
than the required  delivery dates  specified on Immucor  purchase  orders issued
pursuant to Section 5.1 hereof, to a carrier selected by Immucor.  Immucor shall
make all shipping arrangements, with the cooperation of Biopool.

            (b) Biopool  acknowledges  that  Immucor may not be in a position to
adequately inspect the Products delivered to Immucor. Immucor may notify Biopool
of any  non-conformity  of the Products at any time prior to the expiration date
of any Product  manufactured  hereunder,  and no action by Immucor  prior to the
expiration date of the Products,  including but not limited to Immucor's  resale
of the  Products  to  Immucor's  customers,  shall be deemed  acceptance  of the
Products  for purposes of O.G.C.A.  Section  11-2-606.  At  Immucor's  election,
non-conforming  goods will be  replaced  by Biopool  within 10 days of notice to
Biopool by Immucor  or  credited  against  future or past  purchases.  Immucor's
rights  under  this  subparagraph  are  without  prejudice  to any other  remedy
available  to Immucor as a result of delivery  of Products  that fail to conform
with the provisions of this Agreement.

        3.3  Exclusivity.  Biopool  shall  manufacture  for and  shall  sell the
Products exclusively to Immucor.

        3.4 Territory.  There shall be no limitation upon the territory in which
Immucor may resell the Products.

        3.5 New  Products.  If  Biopool  develops  and offers for sale any other
products that perform the same or similar function as any of the Products,  then
Biopool  shall so notify  Immucor.  Immucor shall have the right to purchase and
distribute  such  products on an  exclusive  basis and on such other  reasonable
terms to be negotiated by the parties.

        3.6  Distributors.  To  facilitate  its  distribution  of the  Products,
Immucor shall have the right to appoint  distributors,  dealers and/or agents in
its sole discretion.

                          ARTICLE 4 PRICES AND PAYMENT

        4.1 Prices. The following terms shall apply during the Term:

            (a) The  unit  prices  for  each of the  Products  are set  forth in
Exhibit A. All prices shall be denominated in U.S. dollars.

            (b)  All  prices  shall  be  F.O.B.   Biopool's  plant  in  Ventura,
California,  and Immucor shall be responsible for paying all freight and customs
costs.

                                       56
(c) Immucor  shall be  responsible  for  collecting,  reporting  and
paying all sales and use taxes, and all customs, import and remittance duties or
assessments imposed in connection with its resale of Products to its customers.

        4.2 Price  Increases.  Biopool shall sell the Products to Immucor during
the Term in accordance with all terms and conditions of this  agreement,  except
that Biopool may, upon 30 days prior notice to Immucor,  on the first and second
anniversary  of the Agreement  Date,  increase the prices charged to Immucor for
the  Products  so long as the  percentage  increase  over the prior price is not
greater  than the rate of increase  during the  preceding  twelve  months in the
Consumer  Price  Index,  all  urban  consumers,  U.S.  city  average,  all items
(1982-84=100), published by the United States Department of Labor.

        4.3  Payment.  Immucor  shall pay  Biopool  for the  Products  delivered
hereunder  not later than 30 days after each  delivery  thereof,  subject to any
warranty and return procedures provided herein.

                         ARTICLE 5 FORECASTS AND ORDERS

        5.1 Quarterly Forecasts and Purchase Orders.

            (a)  Immucor  shall  prepare  on a  quarterly  basis and  provide to
Biopool  during the first week of each calendar  quarter,  forecasts  containing
Immucor's best estimate of the Products  Immucor will require to be delivered in
the six-month  period  beginning with the date of each forecast,  specifying the
type, quantity,  unit prices, total prices and required delivery dates (not less
than 45 days after the date of the  forecast)  for the  Products.  Each forecast
shall  specify  the  Products  required to be  delivered  during the first three
months after the date of the forecast,  and the Products  expected to be ordered
for delivery during the next three months.  Biopool shall acknowledge in writing
the receipt of each quarterly forecast.

            (b) Each forecast shall act as a firm and binding  purchase order as
to the Products required to be delivered during the first three months after the
date of the forecast,  and Biopool shall deliver such Products accordingly.  The
forecast also shall be considered a commitment by Immucor to accept  delivery of
not less than 50% and not more than 150% of the Products  expected to be ordered
for delivery  during the next three months after the date of the  forecast,  the
exact amount ordered to be reflected in the next quarterly forecast.

        5.2 Termination of Purchase  Orders.  Any purchase order  (including the
portion of a forecast covering the first three months after the forecast) may be
terminated by Immucor upon written  notification  to Biopool under the following
conditions:

                                       57
(a) as to Products  completely  manufactured  by Biopool through the
work day on which the  termination  notice is received by Biopool,  Immucor must
accept delivery of such Products and pay for them as provided herein.

            (b) as to Products the  manufacture  of which is  incomplete  on the
work day on which the  termination  notice is received by Biopool,  Immucor must
pay  Biopool  all direct and  indirect  costs and  expenses  applicable  to such
incomplete Products.

        5.3 Conflicting Terms. Any terms or conditions  appearing on the face or
reverse   side  of  any  purchase   order   (including   quarterly   forecasts),
acknowledgment  or confirmation  that are different from or in addition to those
required  hereunder  shall not be  binding  on the  parties,  even if signed and
returned, unless both parties hereto expressly agree in a separate writing to be
bound by such different or additional terms or conditions.

                              ARTICLE 6 WARRANTIES.

        6.1  Warranties.  Biopool  warrants to Immucor and  Immucor's  customers
that:

            (a) all  Products  delivered to Immucor  pursuant to this  Agreement
will be of good and merchantable  quality,  suitable for their intended purpose,
will  not be  adulterated,  misbranded  or  mislabeled,  and will be free of any
substance which may render such Products injurious to health, lessen the potency
or effectiveness,  or otherwise cause such Products not to be in compliance with
all applicable provisions of all United States federal, state and local laws and
regulations, and any other applicable foreign laws and regulations. Biopool will
deliver  the  Products  to  Immucor  free from any lien,  security  interest  or
encumbrance.

            (b) it will comply with all applicable federal, state and local laws
and regulations in performing its duties hereunder and any dealings with respect
to the Products.

        6.2 Warranty  Procedures.  Biopool agrees to indemnify and hold harmless
Immucor and its respective  directors,  officers,  employees and agents from and
against all losses,  damages,  liabilities  and expenses,  including  attorneys'
fees, of any kind or nature,  incurred by reason of any claim,  action,  suit or
governmental  investigation  or proceeding  brought  against or involving any of
Immucor or its  respective  directors,  officers,  employees  and agents,  which
relates to or arises out of (i)  Biopool's  failure to comply with any provision
of this  Agreement,  or (ii) any matter  relating  to the  design,  manufacture,
quality,  fitness,  sale, purchase or performance of any Product manufactured by
Biopool for Immucor, including, without limitation, any product liability claims
relating to the Products.

        6.3 Survival of Obligations. The obligations contained in this Article 6
shall survive any termination of this Agreement.

                                       58
ARTICLE 7 TERM

        7.1 Effectiveness of Agreement. This Agreement shall become effective on
the  Agreement  Date and  shall  continue  in full  force  and  effect  until it
terminates  by  expiration  at the end of the Term, or until it is terminated in
accordance with Section 7.2 or 7.3.

        7.2  Termination  Upon  Breach or  Default.  Before the end of the Term,
either party may terminate its  obligations  under this Agreement upon notice to
the other party if such other party shall be in breach or default  with  respect
to any  material  representation,  warranty or covenant  herein,  such breach or
default  shall have a material  and  adverse  effect on the rights of such party
hereunder, and such other party shall have failed to cure such breach or default
within sixty (60) days after notice thereof.

        7.3 Termination Upon Bankruptcy.  Effective  immediately and without any
requirement of notice,  either Biopool or Immucor may, at its option,  terminate
this  Agreement  and/or  suspend its  performance if (a) the other party files a
petition  in   bankruptcy,   files  a  petition   seeking  any   reorganization,
arrangement, composition or similar relief under any law regarding insolvency or
relief for debtors,  or makes an assignment for the benefit of creditors,  (b) a
receiver,  trustee or similar  officer is appointed for the business or property
of such party,  (c) any involuntary  petition or proceeding  under bankruptcy or
insolvency  laws is  instituted  against such party and not stayed,  enjoined or
discharged  within  60 days,  or (d) the other  party  adopts a  resolution  for
discontinuance of its business or for dissolution.

        7.4  Other  Rights  and  Remedies  Available.  Any  termination  of this
Agreement shall be without  prejudice to any other rights or remedies  available
under this Agreement or at law.

                    ARTICLE 8 REPRESENTATIONS AND WARRANTIES

        8.1  Biopool's  Representations  and  Warranties.   Biopool  represents,
warrants and covenants to Immucor as follows:

            (a) Biopool is a corporation duly organized, validly existing and in
good  standing  under the laws of the State of  Delaware,  having  the power and
authority,  corporate and  otherwise,  to own its properties and to carry on its
business as now being and hereafter proposed to be conducted.

            (b) The  execution,  delivery and  performance of this Agreement and
any other agreement executed and delivered in connection with this Agreement, is
within  the  corporate  authority  of  Biopool  and has been  authorized  by all
necessary  corporate action. This Agreement has been duly executed and delivered
by a duly authorized officer of Biopool and constitutes the legal, valid binding
obligation of Biopool, enforceable in accordance with its terms.

                                       59
(c) The  execution,  delivery and  performance  of this Agreement by
Biopool do not and will not:  (a) violate any  applicable  law, or (b)  conflict
with,  result in any breach of or constitute a default under the  organizational
instruments of Biopool or any indenture,  agreement or other instrument to which
Biopool is a party or by which it or any of its properties may be bound.

        8.2  Immucor's  Representations,   Warranties  and  Covenants.   Immucor
represents and warrants to Biopool as follows:

            (a) Immucor is a corporation duly organized, validly existing and in
good  standing  under the laws of the  State of  Georgia,  having  the power and
authority,  corporate and  otherwise,  to own its properties and to carry on its
business as now being and hereafter proposed to be conducted.

            (b) The  execution,  delivery and  performance of this Agreement and
any other agreement executed and delivered in connection with this Agreement, is
within  the  corporate  authority  of  Immucor  and has been  authorized  by all
necessary  corporate action. This Agreement has been duly executed and delivered
by a duly authorized officer of Immucor and constitutes the legal, valid binding
obligation of Immucor, enforceable in accordance with its terms.

            (c) The  execution,  delivery and  performance  of this Agreement by
Immucor do not and will not:  (a) violate any  applicable  law, or (b)  conflict
with,  result in any breach of or constitute a default under the  organizational
instruments of Immucor or any indenture,  agreement or other instrument to which
Immucor is a party or by which it or any of its properties may be bound.

                            ARTICLE 9 CONFIDENTIALITY

        Biopool shall hold in trust and confidence all Confidential  Information
and Trade  Secrets  and shall not make any  copies  of,  distribute,  or use any
Confidential  Information  and Trade Secrets  except as necessary to perform its
obligations  under  this  Agreement.  Biopool  shall  not make any  unauthorized
disclosure  of Trade  Secrets.  For a period of five years from the date hereof,
Biopool shall not make any unauthorized disclosure of Confidential  Information.
Upon the  termination  of this Agreement as provided in Article 7, Biopool shall
deliver  to  Buyer  all  Trade  Secrets  and  Confidential  Information  in  its
possession,  without  retaining  any copies  thereof.  Biopool  shall  cause its
Affiliates  to  comply  with  this  Article  9 as  if  each  were  Biopool.  The
obligations  contained in this Article 9 shall survive any  termination  of this
Agreement.

                        ARTICLE 10 PATENT INDEMNIFICATION

        10.1  Indemnification.  Biopool shall hold and save Immucor (considered,
for purposes  only of this  indemnity,  as Biopool's  agent in the resale of the
Products)  harmless from, and shall pay or cause to be paid, when due, any loss,
damage or liability,  including  reasonable  attorneys' fees and legal expenses,
awarded  against or incurred by Immucor for or on account of any charge,  claim,
suit or  proceeding  that  alleges or is based  upon a claim  that the  Products
provided by Biopool constitute an infringement of any patent, trade secret,

                                       60
copyright or similar intellectual  property right recognized by any such nation.
Any such charge, claim, suit or proceeding is referred to herein as a "Claim."

        10.2 Defense of Claims.  Biopool shall defend Immucor, and cause Immucor
to be defended,  with counsel reasonably  acceptable to Immucor, any such Claim.
Immucor shall notify  Biopool  promptly in writing upon notice of any such Claim
and shall furnish authority,  information and assistance,  at Biopool's expense,
for the defense by Biopool, at Biopool's expense,  of such Claim.  Biopool shall
have  sole  control  of the  defense  of such  Claim  and all  negotiations  and
agreements for settlement and compromise.

        10.3 Corrective  Measures.  In the  event  any such  Claim  results  in
Immucor's  inability to resell the Products,  Biopool  shall,  at its option and
solely at its expense:

            (a) secure for Immucor the right to continue to resell the Products;
or

            (b)  replace  or modify  the  infringing  units or  components  with
comparable technology acceptable to Immucor.

        10.4 Survival of Obligations.  The obligations contained in this Article
10 shall survive any termination of this Agreement.

                              ARTICLE 11 INSURANCE.

        During  the  Term  of  this  Agreement  and for a  period  of 36  months
thereafter,  Biopool shall maintain policies of comprehensive  general liability
insurance in an amount  appropriate for the industry and for the Products.  At a
minimum,  such insurance  shall provide  coverage for each  occurrence of bodily
injury and property damage in an amount not less that $3,000,000 combined single
limit with special  endorsements  providing  coverage for products and completed
operations  liability,  blanket  contractual  liability,  and blanket broad form
vender  liability.  At  Immucor's  request,  Biopool  shall  provide  to Immucor
certificates evidencing such policies,  which certificates shall name Immucor as
an additional  insured and shall provide for written  notification to Immucor by
the insurer not less than ten days' prior to the  expiration,  cancellation,  or
modification  of such  coverage.  The  obligations  contained in this Article 11
shall survive the termination of this Agreement, however occurring.

                            ARTICLE 12 MISCELLANEOUS

        12.1  Assignment.  Neither party may assign this Agreement or any of its
rights or obligations hereunder whether by operation of law (including,  without
limitation,  merger), or otherwise, without the express prior written consent of
the other; provided, however, that (a) either party may assign this Agreement to
any successor to its business  which agrees in writing to assume and perform all
of such party's  obligations  under this  Agreement,  and (b) either party shall
have the right to assign this Agreement to one or more of its Affiliates, 

                                       61
provided that the assigning  party  guarantees the due and punctual  payment and
performance  of the  Affiliate's  obligations  in full  thereunder  in a  manner
satisfactory to the other party in form and substance.  Any attempted assignment
of this Agreement, other than as provided in this Section 12.1, shall be void.

        12.2 Notice. All notices and other communications given or made pursuant
to this  Agreement  shall be in  writing  and  shall be deemed to have been duly
given or made upon the earlier of receipt, if delivered personally, on the third
business  day  following  deposit in the U.S.  mail if mailed by  registered  or
certified mail (postage prepaid, return receipt requested) to the parties at the
following  addresses (or at such other address for a party as shall be specified
by like  changes of address)  or the next  business  day when sent by  overnight
courier or express mail service or by electronic  transmission to the telecopier
number specified below with receipt acknowledged:

     If to Immucor:       Immucor, Inc.
                          P.O. Box 5625
                          3130 Gateway Drive
                          Norcross, Georgia 30091-5625
                          Attn: Edward L. Gallup, President
                          Fax: (770) 242-8930

     with a copy to:      Nelson Mullins Riley & Scarborough, L.L.P.
                          First Union Plaza, Suite 1400
                          999 Peachtree Street, N.E.
                          Atlanta, Georgia 30309
                          Attn:  Philip H. Moise, Esq.
                          Fax:  (404) 817-6050

     If to Biopool:       Biopool International, Inc.
                          6025 Nicolle Street
                          Ventura, CA 93003
                          Attn:  Michael D. Bick, Ph.D., Chief Executive Officer
                          Fax:  (805) 654-0681

     with a copy to:      Troop Steuber Pasich Reddick & Tobey, LLP
                          2029 Century Park East, 24th Floor
                          Los Angeles, CA 90067-3010
                          Attn:  Scott W. Alderton
                          Fax:  (310) 728-2200

        12.3 Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their  respective  permitted  successors and
permitted assigns.

                                       62
12.4 No  Joint  Venture.  Each  party  hereto  shall  be and  remain  an
independent contractor; nothing herein shall be deemed to constitute the parties
as partners or joint  venturers;  and neither  party shall have any authority to
act, or attempt to act, or represent itself,  directly or by implication,  as an
agent of the other or in any manner  assume or  create,  or attempt to assume or
create,  any  obligation  on  behalf of or in the name of the  other,  nor shall
either be deemed the agent or employee of the other.

        12.5 Freedom of Action.  Except as expressly provided in this Agreement,
each party reserves the right to make or sell any other product or service,  and
to deal with any  other  vendor,  supplier  or  purchaser  on any terms and with
respect  to any  subject  matter.  The  commitments  expressly  stated  in  this
Agreement  represent the sole  obligations of the parties with respect to volume
commitments, levels of output or requirements, and exclusivity.

        12.6 Governing  Law. This  Agreement  shall be construed and governed in
accord with the laws of the State of Georgia.

        12.7 Section Headings.  All Article and Section headings used herein are
inserted for  convenience  of reference  only and shall not modify or affect the
construction or interpretation of any provision of this Agreement.

        12.8  Entire  Agreement.  This  Agreement  (together  with all  exhibits
hereto) and the Service  Agreement shall constitute the entire agreement between
the parties,  and shall  supersede  any and all prior  agreements  between them,
whether  written or oral, with respect to the subject matter hereof and thereof,
and may not be amended or  modified  except in a writing  signed by the  parties
hereto.

        12.9  Modification  Amendment  and  Waiver.  This  Agreement  may not be
modified or amended  (including by custom,  usage of trade or course of dealing)
except by an instrument in writing  signed by duly  authorized  officers of both
parties hereto. The performance of any obligation  required of a party hereunder
may be waived only by written waiver signed by a duly authorized  officer of the
other party which waiver  shall be  effective  only with respect to the specific
obligations  described therein. The waiver by either party hereto of a breach of
any obligation of the other shall not operate or be construed as a waiver of any
subsequent  breach  of  the  same  provision  or any  other  provision  of  this
Agreement.  The failure of either party to insist, in any one or more instances,
upon full  performance of the terms,  covenants and conditions of this Agreement
shall not be  construed  as a waiver or a  relinquishment  of any right  granted
hereunder or a waiver of future full  performance of any such term,  covenant or
condition.

        12.10  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

        12.11 Time of the Essence.  Time shall be of the essence with respect to
the duties, obligations and performance of the parties hereunder.

                                       63
12.12 Alternative Dispute Resolution.

            (a) The parties shall attempt to resolve all disputes arising out of
or relating to this Agreement through timely, diligent, good faith discussions.

            (b) Any dispute  arising out of or relating to this  Agreement,  and
not resolved through timely, diligent, good faith discussions,  shall be settled
by final and binding  arbitration  in Atlanta,  Georgia in  accordance  with the
then-existing  rules  (the  "Rules")  of the  American  Arbitration  Association
("AAA")  governing  commercial  transactions,  and a  judgment  upon  the  award
rendered  by the  arbitrators  may be entered in any court  having  jurisdiction
thereof. Nothing in this Agreement or the Rules shall limit a party's ability to
recover   consequential   damages  for  a  breach  of  this   Agreement  or  any
representation made in this Agreement.

            (c) In any  arbitration  pursuant  to this  Agreement,  the award or
decision  shall  be  rendered  by a  majority  of  the  members  of a  Board  of
Arbitration  consisting of three (3) members,  one of whom shall be appointed by
each party and the third of whom shall be the chairman of the panel and shall be
appointed by mutual  agreement of the two  party-appointed  arbitrators.  In the
event of failure of said two  arbitrators to agree within  forty-five  (45) days
after the commencement of the arbitration proceeding upon the appointment of the
third  arbitrator,  the  third  arbitrator  shall  be  appointed  by the  AAA in
accordance  with the Rules.  If either party shall fail to appoint an arbitrator
within thirty (30) days after the  commencement of the  arbitration  proceeding,
such  arbitrator  and the  third  arbitrator  shall be  appointed  by the AAA in
accordance with the Rules.

            (d) The fees and  expenses of any  arbitrator  appointed by a party,
and of any witness called by a party,  shall be borne by the party who appointed
the  arbitrator  or called  the  witness.  All other  fees and  expenses  of the
arbitration proceeding shall be borne by both parties equally.

        IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as
of the date first written above.

                                                 IMMUCOR, INC.

                                                 /s/ Edward L. Gallup
                                                 ---------------------------
                                                 Edward L. Gallup, President

                                                 BIOPOOL INTERNATIONAL, INC.

                                                 /s/ Michael D. Bick, Ph.D.
                                                 ---------------------------
                                                 Michael D. Bick, Ph.D.,
                                                 Chief Executive Officer

                                       64
Exhibit A to Supply Agreement

                            PRODUCTS AND UNIT PRICES
Biopool Stock #        Unit Price                     Description
57292               $2.15 per 2 ml. vial           freeze-dried papain (fdp)

   57294               $5.95 per 50 ml. vial          auto enzyme

   57317               $1.87 per 5 ml. vial           W.A.R.M.

   57319               $3.85 per 1 ml. vial           HPC human platelet control
65
EXHIBIT E

                          FORM OF TRADEMARK ASSIGNMENT

        THIS TRADEMARK  ASSIGNMENT (THIS  "AGREEMENT") IS ENTERED INTO AS OF THE
30TH DAY OF APRIL, 1999, BY AND BETWEEN BIOPOOL  INTERNATIONAL,  INC. A DELAWARE
CORPORATION  HAVING  AN  ADDRESS  AT 6025  NICOLLE  STREET,  VENTURA,  CA  93003
("ASSIGNOR"),  AND BCA ACQUISITION CORPORATION, A GEORGIA CORPORATION HAVING ITS
PRINCIPAL   OFFICE  AT  3130  GATEWAY  DRIVE,   NORCROSS,   GEORGIA   30091-5625
("ASSIGNEE") AS FOLLOWS:

        WHEREAS,  Assignor has  adopted,  used and is using the  registered  and
common  law  trademarks  and  service  marks set forth on  Exhibit A  ("Assigned
Marks"; the Assigned Marks that are identified in Exhibit A as being the subject
of a current United States  trademark or service mark  registration are referred
to as the "Registered Marks");

        WHEREAS,  Assignor is willing to assign all of Assignor's  right,  title
and interest in and to the Assigned  Marks,  including  all goodwill  pertaining
thereto,  to Assignee,  and Assignee is willing to accept such assignment on the
terms and conditions set forth herein; and

        NOW,  THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  Assignor and Assignee  agree as
follows:

        1. Transfer of Assigned Marks. Assignor hereby transfers and assigns all
of its right, title and interest  whatsoever  throughout the world in and to the
Assigned  Marks,  all  applications  to register  the  Assigned  Marks,  and all
registrations of the Assigned Marks,  together with the goodwill of all business
connected with the use of and symbolized by the Assigned  Marks, to the Assignee
in perpetuity (or for the longest  period of time  otherwise  permitted by law).
Included  with such  transfer and  assignment is the right to sue for and obtain
damages  or  other  available   remedies  for  all  past,   present  and  future
infringements of the Assigned Marks.  Assignor further transfers and assigns the
right to file for and obtain registrations of the Assigned Marks anywhere in the
world with the right to base priority on Assignor's  first date of use or on any
application  and/or  registration  being  assigned  herein.  Assignee shall have
control over the Assigned Marks,  including  control over the nature and quality
of the goods or services on or in  connection  with which the mark is used,  and
shall  at all  times  be  given  access  to any and all  resources  of  Assignor
necessary to exercise such control.

        Assignor covenants not to use or display the Assigned Marks, or any mark
confusingly  similar  thereto,  anywhere in the world except by authorization of
Assignee,  and further covenants not to contest or challenge the validity of the
Assigned  Marks,  any applicable  registrations  thereof or the ownership of the
Assigned Marks by Assignee.

                                       66
2. Further  Assurances.  Assignor shall execute and deliver such further
instruments,  and take such further actions, as may be necessary or desirable to
evidence more fully the transfer of ownership of the Assigned Marks to Assignee.
Assignor therefore agrees:

            (a) To execute,  acknowledge and deliver any affidavits or documents
of assignment and conveyance regarding the Assigned Marks;

            (b) To provide  testimony and other evidence in connection  with any
proceeding  affecting  the right,  title or interest of Assignee in the Assigned
Marks; and

            (c) To perform  any other  acts  deemed  necessary  to carry out the
intent of this Agreement.

        Assignee   is  hereby   authorized   to  record  the  form  of  transfer
acknowledgment  attached  hereto as Exhibit B in the U.S.  Patent and  Trademark
Office,  the  Canadian  Patent and  Trademark  Office and any state's  trademark
office with respect to each Assigned Mark that is registered in such office.

        3.  Means and  Control.  To effect  the  transfer  of  ownership  of the
Assigned  Marks to Assignee,  including  the goodwill of all business  connected
with the use of and symbolized by the Assigned Marks, Assignor shall:

            (a) Provide  Assignee with information and  documentation  regarding
the standards and  specifications  applicable to the brands of products to which
the Assigned Marks relate;

            (b) Assist Assignee,  at its request, in applying and enforcing such
standards and specifications; and

            (c)  Furnish  Assignee  with the files  evidencing  all  proceedings
involving  the  Assigned  Marks and with  access to counsel  familiar  with such
proceedings.

        4. Warranties. Assignor represents and warrants that (a) Assignor is the
sole and  exclusive  owner of the  entire  and  unencumbered  right,  title  and
interest in and to the Assigned Marks, free and clear of any liens,  charges and
encumbrances,  (b)  to  the  knowledge  of  Assignor,  the  Assigned  Marks,  as
heretofore  used in connection  with  Assignor's  business,  do not infringe the
rights of any other person or entity,  nor has the use of the Assigned  Marks by
Assignor  otherwise  entailed any conduct  subject to sanctions under the Lanham
Act, 15 U.S.C. Section 1114, or comparable laws of other  jurisdictions,  (c) to
the knowledge of Assignor,  no claim of any such  infringement  or violation has
been threatened or asserted,  and no such claim is pending against Assignor, (d)
Assignor  has not entered  into any  agreement,  license,  release or order that
restricts  the right of Assignor or  Assignee to use the  Assigned  Marks in any
way, and (e) this assignment does not violate any security agreement, indenture,
order, or other instrument to which Assignor, or either of them, is a party.

                                       67
5.  Protection  and Defense.  In addition to the other  representations,
warranties,   covenants  and  agreements  of  Assignor,  Assignor  retains  full
responsibility  for, and Assignor shall indemnify and hold harmless Assignee and
its successors from and against, and shall pay or cause to be paid when due, any
damage or liability,  including  reasonable  attorneys' fees and legal expenses,
awarded against or incurred by Assignee for or on account of any charge,  claim,
suit or  proceeding  that  alleges  or is based  upon (a) any claim of any prior
infringement  by  Assignor  of the  rights of any  third  party  resulting  from
Assignor's own use of the Assigned Marks,  and (b) any  infringement by Assignee
resulting from the  continuation by Assignee of Assignor's prior usage of any of
the Assigned Marks in a manner substantially  similar to and consistent with the
Assignor's prior usage thereof.

        6.  Miscellaneous.

            (a) Entire Agreement.  The provisions of this Agreement  constitutes
the entire  agreement  between the parties and supersede  all prior  agreements,
oral or written,  and all other  communications  relating to the subject  matter
hereof.

            (b) Governing Law. THE VALIDITY,  CONSTRUCTION,  AND  PERFORMANCE OF
THIS  AGREEMENT  WILL BE GOVERNED  BY THE LAWS OF THE STATE OF GEORGIA,  AS THEY
APPLY TO A CONTRACT EXECUTED,  DELIVERED AND PERFORMED SOLELY IN SUCH STATE, AND
THE LAWS OF THE UNITED STATES OF AMERICA TO THE EXTENT APPLICABLE.

            (c) Successors;  Assigns.  Except as otherwise provided herein, this
Agreement  shall be binding upon and inure to the benefit of the parties hereto,
their successors or assigns.

                          (continued on following page)

                                       68
IN WITNESS  WHEREOF,  Assignor  has hereunto set its hand and seal as of
the date first above written.

                                          BIOPOOL INTERNATIONAL, INC.

                                          By:      /s/ Michael D. Bick, Ph.D.
                                                   --------------------------
                                                   Michael D. Bick, Ph.D.,
                                                   Chief Executive Officer

State of California
County of Ventura

        Before me this 29th day of April, 1999,  personally  appeared Michael D.
Bick,  Ph.D., to me known to be a duly authorized Chief Executive Officer of the
corporation on whose behalf he executed the foregoing assignment  instrument and
acknowledged  to me  that  he  executed  it as a free  act  on  behalf  of  such
corporations for the purpose therein expressed.

/s/ Robert K. Foote
--------------------               
Notary Public
State of California

My Commission Expires:  11-6-99                     

[SEAL]

                                       69
Exhibit A to Trademark Assignment

                                 ASSIGNED MARKS

Trademarks:               Accucell-16, Re CAP, Quik Chek, W.A.R.M., RESt, HPC, 
                          Acculiss, EM-V, EM-X, Fetal D-Tection, and Self-Check.

Registered Trademarks:    Tencell(R), Spectrogen-Duo(R), Spectrogen-Trio(R), 
                          Confirmcells(R), and Coatagen(R).

                                       70
Exhibit B

                            MEMORANDUM OF ASSIGNMENT

        FOR GOOD AND  VALUABLE  CONSIDERATION,  THE  RECEIPT  OF WHICH IS HEREBY
ACKNOWLEDGED,  BIOPOOL  INTERNATIONAL,  INC.  A DELAWARE  CORPORATION  HAVING AN
ADDRESS AT 6025 NICOLLE STREET,  VENTURA, CA 93003  ("ASSIGNOR"),  HEREBY GRANTS
AND ASSIGNS TO BCA ACQUISITION  CORPORATION,  A GEORGIA  CORPORATION  HAVING ITS
PRINCIPAL  OFFICE  AT  3130  GATEWAY  DRIVE,   NORCROSS,   GEORGIA,   30091-5625
("ASSIGNEE"), ALL RIGHT, TITLE AND INTEREST WHATSOEVER,  THROUGHOUT THE WORLD IN
AND TO THE REGISTERED  MARKS AND PENDING  TRADEMARK  APPLICATIONS  IDENTIFIED IN
SCHEDULE A HERETO  ("ASSIGNED  MARKS"),  TO THE FULL  EXTENT OF THE SCOPE OF USE
THEREIN DESCRIBED, TOGETHER WITH THE GOODWILL OF ALL BUSINESS CONNECTED WITH THE
USE OF AND  SYMBOLIZED BY THE ASSIGNED  MARKS AND THE RIGHT TO SUE FOR ALL PAST,
PRESENT AND FUTURE  INFRINGEMENTS  OF THE ASSIGNED  MARKS, IN PERPETUITY (OR FOR
THE LONGEST PERIOD OF TIME OTHERWISE PERMITTED BY LAW).

        TO HAVE AND TO HOLD THE SAME, UNTO ASSIGNEE, ITS SUCCESSORS AND ASSIGNS,
FOR THE FULL  DURATION  OF ALL  SUCH  RIGHTS,  AND ANY  RENEWALS  OR  EXTENSIONS
THEREOF.

        This  Assignment is made pursuant to that certain  Trademark  Assignment
Agreement between Assignor and Assignee dated as of April 30, 1999.

        IN WITNESS  WHEREOF,  Assignor  has hereunto set its hand and seal as of
this 29th day of April, 1999.

                                             BIOPOOL INTERNATIONAL, INC.

                                             By:    /s/ Michael D. Bick, Ph.D.
                                                    ---------------------------
                                                    Michael D. Bick, Ph.D.,
                                                    Chief Executive Officer
State of California
County of Ventura

                                       71
Before me this 29th day of April, 1999,  personally  appeared Michael D.
Bick,  Ph.D., to me known to be a duly authorized Chief Executive Officer of the
corporation on whose behalf he executed the foregoing assignment  instrument and
acknowledged  to me  that  he  executed  it as a free  act  on  behalf  of  such
corporations for the purpose therein expressed.

/s/ Robert K. Foote
---------------------                      
Notary Public
State of California

My Commission Expires:  11-6-99               
[SEAL]

                                       72
Schedule A

                                 ASSIGNED MARKS

Trademarks:               Accucell-16, Re CAP, Quik Chek, W.A.R.M., RESt, HPC, 
                          Acculiss, EM-V, EM-X, Fetal D-Tection, and Self-Check.

Registered Trademarks:    Tencell(R), Spectrogen-Duo(R), Spectrogen-Trio(R), 
                          Confirmcells(R), and Coatagen(R).

                                       73
EXHIBIT F

                          ALLOCATION OF PURCHASE PRICE

                                       74