10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K

                                        (Mark One)                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                                                  X                                        THE SECURITIES EXCHANGE ACT OF 1934
                                                                                          For the fiscal year ended: May 31, 2004
                                                                                                                       OR
                                                  _                      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                                                                                              THE SECURITIES EXCHANGE ACT OF 1934
                                                                                                       for the transition period      to

Commission File Number: 0-14820

IMMUCOR, INC.
(Exact name of registrant as specified in its charter)

                      Georgia                                                                                       22-2408354
(State or other jurisdiction of incorporation or organization)            (I.R.S. Employer Identification No.)

3130 Gateway Drive       P.O. Box 5625       Norcross, Georgia 30091-5625
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code, is (770) 441-2051

Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $.10 PAR VALUE
(Title of Class)

COMMON STOCK PURCHASE RIGHTS
(Title of Class)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X    No

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes X    No

        As of July 30, 2004, the aggregate market value of the voting stock held by non-affiliates of the registrant was $595,474,464.

As of July 30, 2004, there were 30,207,488 shares of common stock outstanding

DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the registrant's Proxy Statement for its 2004 Annual Meeting of Shareholders to be filed subsequently, are incorporated by reference in Part III, Items 10-13.

PART I

Item 1. — Business

          Founded in 1982, Immucor, Inc., a Georgia corporation (“Immucor” or the “Company”), develops, manufactures and sells a complete line of reagents and automated systems used primarily by hospitals, clinical laboratories and blood banks in a number of tests performed to detect and identify certain properties of the cell and serum components of human blood prior to blood transfusion. The Company continues to place increasing emphasis on the development and sale of instruments and instrument systems that use the Company’s proprietary reagents, while promoting increased sales of its traditional reagent product line.

Background and Developments during the Fiscal Year 2004

o Galileo™ FDA clearance to market. On April 26, 2004, the Company announced that the U.S. Food and Drug Administration had cleared its Galileo™ instrument for marketing in the United States. Galileo™ is the Company’s second generation, bidirectional, fully automated walk-away instrument for the hospital blood bank transfusion laboratory, donor centers and reference laboratories. The instrument provides continuous operator access while performing all the routine blood bank tests including blood grouping, antibody screening, crossmatch and antibody identification. A high throughput instrument, Galileo™ can process up to 224 different samples at once. Tests are automatically scheduled to optimize instrument usage. The Company believes there may be an opportunity to install approximately 400 — 500 Galileo™ instruments in the United States over the next several years. The Company expects to install approximately 50 instruments in North America during fiscal 2005 through direct sales and reagent rental agreements under which the Company recovers the cost of the instrument through increased reagent pricing.

o Galileo™ market expansion. During the year the Company submitted a device license application to Health Canada for a clearance to market the Galileo™ in Canada. Health Canada cleared the Galileo™ for market in Canada on July 9, 2004. The Company believes there are approximately 50 Galileo™ placement opportunities in Canada over the next several years. During the year the Company submitted a request to register the Galileo™ for marketing within Japan with the Japanese Ministry of Health. On July 1, 2004 the Company received the registration from the Ministry of Health. The Company believes there are approximately 400 — 500 opportunities for Galileo™ placements in Japan over the next several years. The Company expects to install 10 Galileo™ instruments in Japan during fiscal 2005. In fiscal 2004, the Company placed one Galileo™ each in Australia, Japan and Israel.

o Galileo™ European market penetration. Fiscal 2004 was a successful year for penetration of the Galileo™ instrument into the European market. The Company placed 73 instruments during fiscal 2004 bringing the total Galileo™ installed base to 133. The Company expects to place approximately 70 Galileo™ instruments in Europe during fiscal 2005.

o Stock splits. Immucor implemented two three-for-two stock splits in fiscal 2004, increasing the number of shares of common stock by 16,611,915 shares during the year. The stock splits were the fifth and sixth for the Company since its initial public offering in December 1985. All share and per share amounts disclosed in this document have been restated to reflect the impact of the above stock splits.

o Share repurchase. The Company instituted a repurchase program in fiscal 1999 for up to 2,700,000 shares of its common stock, of which 2,416,500 shares had been purchased prior to fiscal 2004, leaving 283,500 shares available for repurchase. In June 2004, the Company expanded the program to cover an additional 300,000 shares and expanded the program again in August 2004 to cover an additional 500,000 shares. Since the beginning of fiscal 2005, the Company has repurchased an additional 285,800 shares, bringing the aggregate number of shares to 2,702,300 repurchased under the program, and an aggregate of 797,700 shares remaining available for repurchase.

o Human Collagen Development Agreement. In June 2003, Immucor, Inc. finalized a development agreement for the production of human collagen mesh with Inamed Corporation (NASDAQ: IMDC), a global healthcare company and the market leader in the dermal filler market. Under terms of the agreement, Gamma Biologicals, Inc., Houston, Texas, a wholly owned subsidiary of Immucor, will optimize the manufacturing process for the production of a human collagen raw material for Inamed. Gamma has proven expertise in the growth of human cell lines for the production of monoclonal antibodies. During the fourth quarter of fiscal 2004, the Company shipped its first human collagen material to Inamed. The Company expects to sell between $3.0 million and $4.0 million of human collagen to Inamed during fiscal 2005.

o Third Generation Instrument. The Company has identified the need for a fast, lightweight, fully automated instrument to serve the small to medium accounts, the largest segment of the Company’s customers, which number approximately 7,500 worldwide. The Company has entered into an agreement with Bio-Tek Instruments, Inc. to develop a third generation instrument. The instrument, as designed, will be over two times faster and provide more efficiency than the ABS2000 and is expected to appeal to customers throughout the world. The cost of development totaled $0.8 million in fiscal 2004 and is expected to reach $2.8 million in fiscal 2005 before dropping to $1.5 million in fiscal 2006. European launch is currently projected for fiscal 2006. The instrument is designed for service utilizing a “depot” approach (i.e., the customer delivers an instrument to a Company depot for servicing and receives a loaner instrument to use until servicing is complete) that should significantly reduce service costs.

o New Senior Credit Facility. On December 19, 2003, the Company announced it had completed a new $27.0 million secured credit facility with SunTrust Bank. The new credit facility matures in December 2006 and is comprised of a $15.0 million revolver and a $12.0 million term loan, both at terms more favorable to the Company than its former credit facility.

o CE Marking. During the year the directive for CE marking all products destined for sale within the European Union became effective. This CE marking symbolizes that the product conforms to all applicable European Community provisions and that the appropriate conformity assessment procedures have been completed. The Company successfully completed certifications for CE marking for approximately 290 products manufactured for the European market.

Industry

          Immucor is part of the immunohematology industry, which generally seeks to prevent or cure certain diseases or conditions through the transfusion of blood and blood components. In the U.S., the FDA regulates human blood as a drug and as a biological product, and it regulates the transfusion of blood as the administration of a drug and of a biological product. The FDA regulates all phases of the immunohematology industry, including donor selection and the collection, classification, storage, handling and transfusion of blood and blood components. The FDA requires all facilities that manufacture products used for any of those purposes, and the products themselves, to be registered or licensed by the FDA. See “Regulation.”

          The principal components of blood are plasma (the fluid portion) and red cells. Blood also contains antibodies and antigens. Antibodies are proteins that are naturally produced by the human body in response to the introduction of foreign substances (antigens). Antigens are substances that stimulate the production of antibodies. Red blood cells, which transport oxygen from the lungs to other parts of the body and return carbon dioxide to the lungs, are categorized by four blood groups (A, B, AB and O) and two blood types (Rh positive and Rh negative), based on the presence or absence of certain antigens on the surface of the cells. It is crucial that the health care provider correctly identify the antibodies and antigens present in patient and donor blood. For example, if a donor’s red blood cells contain antigens that could react with the corresponding antibody in the patient’s plasma, the transfusion of the red blood cells may result in the potentially life-threatening destruction of the transfused red blood cells.

          Because of the critical importance of matching patient and donor blood, procedures for testing compatibility are generally performed by highly educated technologists in hospitals, blood banks and laboratories. At present, with few exceptions, these tests are performed manually using procedures which the Company believes can be significantly improved using its instrumentation and solid phase system to automate the testing procedures. See “Instruments and Instrument Systems.”

          The Company believes that the worldwide market for traditional blood bank reagents is approximately $400 million, and that this market is relatively mature given current technology. The industry is labor-intensive and the Company estimates worldwide industry labor costs approach $1.0 billion. Therefore, the introduction of labor saving products will provide additional growth in the market. The Company believes that its blood bank automation and solid phase testing systems improve test results and reduce the time necessary to perform certain test procedures, thereby offering a cost-effective alternative for its customers. The Company anticipates that automation will increase the available market for traditional and automated reagents to approximately $575 million while decreasing the overall cost of blood testing by reducing the labor component by approximately $500 million.

Strategy

          Immucor is focused on increasing worldwide market share in the next three years with a focus on the United States, Western Europe and Japan. The Company’s strategy is to further strengthen its competitive position in the blood bank testing market by restructuring the market through automation of the transfusion laboratory and to firmly establish Immucor as the world leader in blood bank automation. In order to implement this strategy, the Company intends to:

          Maximize Instrument Placements. The Company’s strategy is to strengthen its leadership position in the automation of blood bank testing by establishing a large base of installed instruments that future market entrants must overcome. To facilitate instrument placements, the Company offers customers a selection of automated analyzers, which address the various needs of low, medium, and high-volume testing facilities. The Company has successfully introduced and commercialized the ABS2000, the ROSYS Plato, the DIAS PLUS and the second-generation Galileo™ automated analyzers, all of which operate exclusively with Immucor’s proprietary solid phase Capture® assays. The Company utilizes a “razor/razorblade” business model. When the customer procures an instrument from the Company, they must also purchase proprietary reagents from the Company. In order to satisfy the broad spectrum of customers’ operational and financial criteria, the Company intends to continue to offer several instrument procurement options, including third-party financing leases, direct sales and reagent rentals and to expand the range and price points of its instrument offerings.

          Align Prices with Costs. In the past, reagent manufacturers were faced with increased costs of manufacturing while, during the same period, market prices for blood bank products decreased. The Company has utilized its market leadership position in the United States to increase its prices to align them with its costs. The Company expects these adjustments will continue to have significant favorable impact on the Company’s financial performance while adding only slightly to the cost of a patient transfusion.

          Maximize Revenue Stream Per Instrument Placement. Each instrument placed typically provides the Company with a recurring revenue stream through the sale of reagents and supplies. Immucor’s family of blood bank testing systems operates exclusively with the Company’s proprietary reagent lines and Capture^® technology. Because these reagents have been developed for automated technology, they command a premium price over traditional products. The average annual revenue per instrument placement is $20,000 to $100,000, depending on facility testing volume. The Company also continues to develop new reagent applications and upgrade system software and hardware in order to expand instrument test menus, thereby increasing reagent usage per placement.

          Develop New and Enhanced Products. Immucor continually seeks to improve existing reagent products and develop new reagent products to enhance its market share and improve gross margins. The Company has successfully introduced and commercialized the ABS2000, the ROSYS Plato, the DIAS PLUS and the second-generation Galileo™ automated analyzers, all of which operate exclusively with Immucor’s proprietary solid phase Capture^® assays.

Proprietary Technology Platform

          Under traditional agglutination blood testing techniques, the technologist mixes serum with red blood cells in a test tube, performs several additional procedures, and then examines the mixture to determine whether there has been an agglutination reaction. A positive reaction will occur if the cells are drawn together in clumps by the presence of corresponding antibodies and antigens. However, when the mixture remains in a fluid state, it is sometimes difficult for the technologist to determine whether a positive reaction has occurred.

          Due to the critical importance of matching patient and donor blood, testing procedures, using agglutination techniques, are usually performed manually by highly educated technologists. Depending on the technical proficiency of the person performing the test, the process can take from 30 minutes to one hour, and if the test results are ambiguous the entire process may need to be repeated. Thus, a significant amount of expensive labor is involved in manual agglutination testing. Based on industry sources, the Company believes that labor costs are the largest component of the total cost of operating a hospital blood bank. The Company believes that its solid phase blood testing system improves test results and reduces the time necessary to perform certain blood testing procedures related to the transfusion of blood and blood components.

          Solid Phase Technology. In the Company’s proprietary solid phase blood test system, one of the reactants (either an antigen or an antibody) is applied or bound to a solid support, such as a well in a microtitration plate. During testing, the bound reactant captures other reactants in a fluid state and binds those fluid reactants to the solid phase (the bound reactant). The binding of the fluid reactants into the solid phase occurs rapidly and results in clearly defined test reactions that are often easier to interpret than the subjective results sometimes obtained from existing agglutination technology. Based on results obtained with Capture-P^®, Capture-R^®, Capture-CMV^®, Capture-S and the Company’s ongoing research, the Company believes that solid phase test results, in batch test mode, can generally be obtained in substantially less time than by existing techniques.

          Immucor has obtained FDA clearance for sale of five test systems using its solid phase technology: a Platelet Antibody Detection System, Capture-P^®; a Red Cell Antibody Detection System, Capture-R^®; Capture-R^® Select, used for antibody screening, identification, phenotyping, crossmatching and in the weak D test, and two Infectious Disease Tests, Capture-CMV^® and Capture-S. In these four test systems, antigens are applied and bound to the surface of a small well in a plastic microtitration plate, and patient or donor serum or plasma is placed in the well. After the addition of special proprietary indicator cells manufactured by Immucor, positive reactions indicating the presence of blood group antibodies adhere to the well as a thin layer and negative reactions do not adhere but settle to the bottom as a small cell button.

Reagents

          Most of Immucor’s current reagent products are used in tests performed prior to blood transfusions to determine the blood group and type of patient and donor blood, in the detection and identification of blood group antibodies, in platelet antibody detection and in prenatal care. The FDA requires the accurate testing of blood and blood components prior to transfusions using only FDA licensed reagents such as those manufactured and sold by the Company.

          The following table sets forth the products sold by or exclusively for the Company, most of which are manufactured by or exclusively for the Company.

Product Group	Principal Use
ABO Blood Grouping	Detect and identify ABO antigens on red blood cells in order to classify a specimen's blood group as either A, B, AB or O.
Rh Blood Typing	Detect Rh antigens in order to classify a specimen as either Rh positive or Rh negative, and to detect other Rh-hr antigens.
Anti-human Globulin   Serums (Coombs Serums)	Used with other products for routine crossmatching, and antibody detection and identification; allows a reaction to occur by bridging between antibodies that by themselves could not cause a reaction.
Reagent Red Blood Cells	Detect and identify antibodies in patient or donor blood, confirm ABO blood grouping results and validate the performance of anti-human serum in the test system.
Rare Serums	Detect the presence or absence of rare red cell antigens.
Antibody Potentiators	Increase the sensitivity of antigen-antibody tests.
Quality Control Systems	Daily evaluation of the reactivity of routine blood testing reagents.
Monoclonal (Hybridoma)	Detect and identify ABO and other antigens on red blood cells.
Antibody-based Reagents
Technical Proficiency Systems	Reagent tests used to determine technical proficiency and provide continuing education for technical staff.
Fetal Bleed Screen Kit	Used to detect excessive fetal-maternal hemorrhage in Rh-negative women.
Capture-P®	Used for the detection of platelet antibodies.
Capture-R®	Used to detect and identify unexpected blood group antibodies.
Capture-CMV®	Used for the detection of antibodies to cytomegalovirus.

Product Group	Principal Use
Capture-S	Used for the detection of antilipid antibodies for syphilis screening.
Capture-R®Select	Used for antibody screening, identification, phenotyping, crossmatching and in the weak D test.
HLA Serums	Transplant typing and paternity testing.
Infectious Diseases	Detection of certain infectious diseases by the methods of Capture, ELISA, Immunofluorescence and Latex Slide Tests.
Clinical Chemistry	Blood analysis and pathological testing.
Immunofluorescent Monoclonal	Used in clinical research to identify rare cell surface antigens.
Antibodies

Instruments and Instrument Systems

          The Company believes that the blood banking industry today is labor-intensive, and that a market exists for further automation of blood compatibility tests currently being performed manually by hospital and donor center blood bank technologists. Based on the results of independent workflow studies, the Company believes that its instruments and instrument systems significantly reduce the amount of blood bank technologist time required to perform routine blood compatibility tests.

          ABS2000: Fully Automated Blood Bank System. This automated, “walk-away” blood bank analyzer uses Immucor’s proprietary Capture^® reagent product technology to perform blood bank patient testing and is manufactured exclusively for Immucor by Bio-Tek Instruments, Inc., a wholly-owned subsidiary of Lionheart Technologies, Inc.

          ROSYS Plato: Microplate Liquid Handler and Sample Processor. The system provides medium sized donor centers, clinical reference laboratories and large hospital transfusion laboratories with automated liquid and sample handling for processing of microtitration plates and also uses Immucor’s proprietary solid phase Capture^®assays.

          DIAS PLUS: High Volume Microplate Processor. The instrument provides large blood donor centers and clinical reference laboratories with automated batch processing and positive sample identification of routine blood donor tests, and uses the Company’s Capture-R^®, Capture-CMV^® and Capture-S products.

          GALILEO™: High Volume Microplate Processor. The system provides hospitals, clinical reference laboratories and blood donor centers a fully automated solution to perform all the routine blood bank tests including blood grouping, antibody screening, crossmatch and antibody identification. A high throughput instrument, Galileo™ can process up to 224 different samples at once. The Galileo™ uses Immucor’s proprietary Capture^® reagent product technology and is manufactured exclusively for Immucor by Stratec.

          Multireader Plus: Microplate Reader. This semi-automated spectra photometric microtitration plate reader reads and interprets test results of Immucor’s proprietary Capture^® products. Together with the ROSYS Plato or the DIAS PLUS, the Multireader Plus completes a semi-automated blood bank system ideally suited for blood donor centers, large hospital transfusion laboratories and large reference laboratories.

          Laboratory Equipment. Immucor also distributes laboratory equipment designed to automate certain blood testing procedures and used in conjunction with the Company’s Capture^® product.

Products Under Development

          Immucor continually seeks to improve its existing products and to develop new ones in order to enhance its market share. Prior to their sale, any new products will require licensing or pre-market approval by the FDA. The Company employs several persons in the U.S. whose specific duties are improving existing products and developing new products for the Company’s existing and potential customers. The Company also has established relationships with other individuals and institutions that provide similar services and the Company expects that it will continue to form and maintain such relationships. The Company intends to continue focusing its product development efforts primarily in the areas of blood bank automation and solid phase technology and in several other areas that may also be useful in connection with the development of these products. For the fiscal years ended May 31, 2004, 2003 and 2002, the Company spent approximately $3.7 million, $2.1 million and $2.0 million, respectively, for research and development. The Company may in the future acquire related technologies and product lines, or the companies that own them, to improve the Company’s ability to meet the needs of its customers.

          Blood Bank Automation. The Company believes that the blood banking industry today is labor-intensive, and that a market exists for further automation of blood compatibility tests currently being performed manually by hospital and donor center blood bank technologists.

          On January 19, 2004, the Company entered into an instrument purchase agreement with Bio-Tek Instruments, Inc. for the development of a third generation automated assay instrument. The Company has identified the need for a fast, lightweight, fully automated instrument. This instrument will serve the small to medium accounts, the largest segment of our customers, which number approximately 7,500 worldwide. The instrument as designed will utilize the Company’s proprietary Capture^® technology and will be over two times faster than the ABS2000. The cost of development totaled $0.8 million in fiscal 2004 and is expected to reach $2.8 million in fiscal 2005 before dropping to $1.5 million in fiscal 2006. European launch is expected in mid 2006. The instrument will be serviced utilizing a depot approach that should significantly reduce service costs. Upon acceptance of the engineering model, the Company will have been deemed to issue a purchase order for 100 units. There is no minimum purchase requirement to maintain exclusivity.

          Additional Solid Phase Applications. The Company plans to continue to develop and refine its patented solid phase technology. Recently, the Company has developed a screening test for the detection of weak D antigens on donor red cells, that is available to Galileo™customers in Europe, and became available to the U.S. market when the Galileo™ was approved by the FDA. The Company has also developed a new Capture^® product, Capture-R^® Select. Capture-R^® Select uses an anti-human RBC specific monoclonal to immobilize unwashed human red blood cells. It has been developed for use on the Galileo™ for antibody screening, antibody identification, phenotyping, crossmatching and in the weak D test. The anti-human RBC specific monoclonal is grown at the Company’s Houston facility. Capture-R^® Select became available to the U.S. market when the Galileo™ was cleared for market by the FDA.

          Monoclonal Antibodies. Monoclonal antibodies are derived by fusing an antibody-producing cell with a tumor cell, resulting in a hybridoma cell that manufactures the original antibody. The Company is actively engaged in the development of additional monoclonal antibodies for a variety of uses, including the detection of blood group and infectious disease antigens and for use in its solid phase test systems. Monoclonal antibodies are highly specific, a trait which allows them to detect and identify antigens with greater efficiency than other reagents. Product quality and consistency is maintained from production lot to production lot. The Company continues to pursue the development of such antibodies principally through its Gamma and Dominion subsidiaries.

          University of Vermont Platelet Marker Test Agreement. In April 2003, Immucor, Inc. and Bio-Tek Instruments Inc., the manufacturer of Immucor’s ABS2000 fully automated blood bank instrument, announced the signing of an agreement with the University of Vermont to commercialize an in-vitro diagnostic test to measure platelet markers useful in anti-platelet pharmacological drug development and potentially to improve real-time treatment of cardiovascular disease. The assay will be useful in determining the risk associated with increased platelet activity (thrombotic occlusion of vessels, which can lead to a myocardial infarct) and decreased function (excess bleeding). The need for an assay that can quantitatively differentiate patients at low, as opposed to high, risk of a detrimental heart event is critical in the pharmacological treatment of these patients. In addition, the method offers promise for the prediction of coronary artery and cerebrovascular disease in patients without a previous disease history. The Company spent approximately $0.1 million in fiscal 2004 to facilitate this project and expects to spend $50,000 in fiscal 2005.

Marketing and Distribution

          Immucor’s potential U.S. customers are approximately 6,000 blood banks, hospitals and clinical laboratories. The Company maintains an active client base of over 5,500 customers worldwide, and no single customer purchases in excess of 2% of the Company’s current annual sales volume. The Company believes there is a slight amount of seasonality to its sales activity as fewer donations and elective surgical procedures are performed in its first quarter (June-August) and third quarter (December-February). There is no material backlog of reagent revenues. At May 31, 2004, the Company had a backlog of installed but unrecorded instrument sales of approximately $1,200,000.

          During fiscal 1999, the Company implemented its strategic plans to consolidate the U.S. blood bank market, leaving Immucor and Ortho-Clinical Diagnostics as the only two companies offering a complete line of blood banking reagents in the U.S. The Company executed its plans through a series of acquisitions. The Company believes it is now the market leader in North America. In addition, the Company seeks to continue to increase its worldwide market share through the use of its experienced direct sales force and through the expansion of its product line to offer customers a full range of products for their reagent needs. The Company believes it can increase its market share by marketing products based on its blood bank automation strategy and solid phase technology.

          The Company markets and sells its products to its customers directly through 114 sales, marketing and support personnel employed by the Company in the U.S., Canada, Germany, Portugal, Italy, Spain and Belgium. In addition, the Company utilizes 10 sales agents in Italy. The Company has hired personnel whom the Company considers to be highly experienced and respected for their knowledge of the blood bank diagnostic business and/or individuals with previous success in laboratory instrument reagent sales. In operating as a systems-oriented organization, the Company conducts extensive capital sales training of its sales force and specialized capital sales representatives. Immucor also sponsors workshops in the U.S., Europe, Latin America and Asia to which customers are invited to hear the latest developments in the field.

          The Company also markets its products internationally through distributors located throughout the world. For the fiscal years ended May 31, 2004, 2003 and 2002, the Company had foreign net sales, including net domestic export sales to unaffiliated customers, of approximately $44.9 million, $38.4 million and $31.8 million, respectively. These sales accounted for approximately 39.9%, 38.9% and 37.7% of the Company’s total net sales for the respective fiscal years. During the years ended May 31, 2004, 2003 and 2002, the Company’s U.S. operations made net export sales to unaffiliated customers of approximately $4.9 million, $4.8 million and $5.3 million, respectively. Most of the Company’s foreign sales occurred in Europe and Canada where the Company maintains subsidiaries. The Company’s German operations made net export sales to unaffiliated customers of approximately $4.9 million, $3.1 million and $2.3 million for the years ended May 31, 2004, 2003 and 2002, respectively. The Company’s Canadian operations made net export sales to unaffiliated customers of approximately $2.2 million, $2.2 million and $2.1 million for the years ending May 31, 2004, 2003 and 2002, respectively. The Company’s Italian operations made sales in Italy of $9.6 million, $7.6 million, and $6.0 million for the years ending May 31, 2004, 2003 and 2002, respectively. Please refer to Note 14 to our consolidated financial statements for revenue and profit information for each of our last three fiscal years attributable to the different geographic areas in which the Company does business. Revenue is allocated by geographic area based on the subsidiary from which the sale originates. Fluctuations in foreign exchange rates, principally with the U.S. dollar versus the Euro, could impact operating results when translations of the Company’s subsidiaries’ financial statements are made in accordance with current accounting guidelines. For the year ended May 31, 2004, foreign net sales increased $4.3 million due to the exchange fluctuation of the Euro. Since the end of the fiscal year, the Euro has remained relatively constant against the dollar for the two months ended July 30, 2004 and exchange fluctuations had little effect on foreign net sales.

Suppliers

          The Company obtains raw materials from numerous outside suppliers. The Company is not dependent on any single supplier, except for certain manufacturers of instrumentation, including Lionheart Technologies, Inc. for the ABS2000 and our third-generation automated assay instrument when available, Stratec Biomedical AG for the Galileo™, (see Note 11 of the consolidated financial statements) and Serologicals, Inc., the joint manufacturer of some of the Company’s monoclonal antibody-based products (see Note 8 of the consolidated financial statements). The Company believes that its business relationship with its suppliers is excellent. Management believes that if the supply of instrumentation were interrupted, alternate suppliers could be found, but the commencement of supply could take one to two years.

          Certain of the Company’s products are derived from blood having particular or rare combinations of antibodies or antigens, which are found in a limited number of individuals. The Company to date has not experienced any major difficulty in obtaining sufficient quantities of such blood for use in manufacturing its products, but there can be no assurance that a sufficient supply of such blood will always be available to the Company.

Regulation

          The manufacture and sale of blood banking products is a highly regulated business and is subject to continuing compliance with multiple U.S., Canadian, European and other country-specific statutes, regulations and standards that generally include licensing, product testing, facilities compliance, product labeling, post-market vigilance and consumer disclosure.  See “Industry”. 

          An FDA facility license is issued for an indefinite period of time, subject to the FDA’s right to revoke the license. As part of its overview responsibility, the FDA makes plant and facility inspections on an unannounced basis. Further, a sample of each production lot of many of the Company’s products must be submitted to and approved by the FDA prior to its sale or distribution. The Company operates under U.S. Government Establishment License No. 886 granted by the FDA in December 1982 to Immucor, Inc. for the Norcross facility and U.S. Government Establishment License No. 435, granted by the National Institutes of Health in 1971 to Gamma Biologicals, Inc. for the Houston facility.

          In June 2003, the FDA inspected the Immucor, Inc. facility in Norcross, Georgia and reported three minor observations.  The Company responded to the observations in late July 2003.  In December 2002, the FDA inspected the Gamma Biologicals, Inc. facility in Houston, Texas and reported three minor observations. The Company responded to these observations on January 31, 2003.The FDA acknowledged receipt of the Company’s responses and indicated that the Company’s responses would be verified during the next inspections.

          In addition, each product manufactured by the Company is subject to formal product submissions and review processes by the FDA and other regulatory bodies, such as Health Canada, a European recognized Notified Body and the Japanese Ministry of Health prior to authorization to market.  Significant changes to the Company’s products or facilities can require additional submission and review prior to implementation.

          For example, the Company holds several FDA product licenses to manufacture blood-grouping reagents, anti-human globulin reagents and reagent red blood cells.  The Company must prepare biological product license applications or 510(k) pre-market notifications to the FDA to obtain product licenses or market clearance for a new product or instrument. To accomplish this, the Company must submit detailed product information to the FDA, perform a clinical trial of the product, and demonstrate to the satisfaction of the FDA that the product meets certain efficacy and safety standards.  There can be no assurance that any future product licenses or instrument clearances will be obtained by the Company.

          In 2003, all Immucor manufacturing facilities worldwide were issued certification or certification renewal to the ISO 13485: 1996 standard for its quality management systems.  This is an internationally recognized standard and certification is required in order to continue product distribution in key markets such as Europe and Canada.  In addition, to continue marketing its products to the European Union, the Company is required to maintain certification under the EC Full Quality Assurance System Assessment in accordance with the requirements of Annex IV of the IVD Medical Devices Directive 98/79/EC.  This certification authorizes the use of the CE mark on Company products that allows products free access to all countries within the European Union.  The Company successfully completed certifications for CE marking all products manufactured for the European market. 

          In addition to the U.S., Europe and Canada, there are multiple countries worldwide that also impose regulatory barriers to market entry.  The Company continues to maintain product registrations and approvals necessary to maintain access to foreign markets.

          In North America, the Company has hired and retained several employees who are highly experienced in FDA and other regulatory authority compliance, and the Company believes that its manufacturing and on-going quality control procedures conform to the required statutes, regulations and standards.

Patents, Trademarks and Royalties

          Since 1986, the U.S. Patent Office has issued to Immucor six patents pertaining to its solid phase technology.

          Immucor’s solid phase technology, including patent rights, was acquired from five researchers at the Community Blood Center of Greater Kansas City (“Blood Center”) pursuant to an agreement entered into on March 11, 1983, and amended in 1985 and 1987. In 1987, one of the researchers joined the Company as Director of Research and Development to continue to develop new products using the solid phase technology. The agreement terminates on August 26, 2006; the date on which the first patent issued on the technology expires. The Company has agreed to pay the Blood Center royalties equal to 4% of the net sales from products utilizing the solid phase technology. For the fiscal years ended May 31, 2004, 2003 and 2002 the Company paid royalties of approximately $451,000, $463,000 and $473,000 under this agreement. See Note 10 of the consolidated financial statements.

          The Company has registered the trademark “Immucor” and several product names, such as “ABS2000", “ImmuAdd”, “Capture”, “Capture-P”, “MCP”, “Capture-R”, “Ready-Screen”, “Ready-ID”, and “Capture-CMV”. Dominion Biologicals, Limited has registered the trademark “NOVACLONE”. Gamma Biologicals, Inc. has registered the trademark “Gamma.”

          Through the acquisition of the BCA blood bank division of Biopool International, Inc., the Company acquired several registered trademarks but produces only one of the products with the registered trademark “RESt”. The Company continues to distribute four products manufactured by Biopool, Inc.

Competition

          Competition is based on quality of product, price, and talent of sales forces, ability to furnish a range of existing and new products, customer services and continuity of product supply. In the past several years, the industry experienced aggressive price competition, particularly among manufacturers that targeted large hospitals and institutions as key customers. In spite of this competitive environment, the Company has maintained its worldwide sales and increased its domestic reagent market share. Management believes that this is due to the Company’s emphasis on product quality, the introduction of new products, specialty products, customer service and training. The Company believes that Ortho Clinical Diagnostics, a Johnson & Johnson company, is its sole competitor with licenses to manufacture a complete line of blood banking reagents in the United States. The Company believes that it became the North American market leader in terms of sales during fiscal 1999 and remains the North American market leader.

          The Galileo™ instrument was introduced to the major European countries starting in June 2002. Throughput for the routine battery of tests is 70 per hour. This is very important to the European market, since in most cases the laboratories are open for one shift only and the testing is condensed into an eight-hour period versus a 24-hour period in the United States. The Company believes that none of the instruments marketed by its competitors can approach the speed of the Galileo™. The Company believes that the instrument speed will give Galileo™ the advantage in the U.S. market as well. The Company received FDA clearance to market the Galileo™ in the United States in April 2004.

          In June 2003, Ortho-Clinical Diagnostics announced that its Micro Typing Systems subsidiary received FDA clearance to begin marketing the Ortho ProVue™. Throughput for ABO/Rh and antibody screening is eight to ten tests per hour and is to be used in conjunction with the proprietary ID-Micro Typing™ Gel Test™ for both ABO/Rh type and antibody screen. The only Immucor instrument with which the ProVue™ competes directly is the ABS2000. Immucor's management believes the ABS2000’s use of traditional reagents for ABO and Rh type combined with its proprietary technologies for antibody screen offers the customer significant price savings over the ID-Micro Typing™ Gel Test™required for the ProVue™.

          Olympus America Inc. has developed an automated analyzer for the blood donor market. The instrument, known as the PK7200, has been on the market for a number of years. The instrument performs only ABO/Rh testing and does not perform antibody screening. The Olympus instrument users currently must dilute ABO and Rh reagents for the machine’s use. Gamma has developed diluted ready-for-use reagents for Olympus and has received clearance from the FDA for the last of these reagents in late fiscal 2003. Olympus has begun the conversion of their customers to the diluted ready-for-use reagents. Management does not believe the Olympus diluted reagents or Olympus instrument will have an adverse effect on the Company’s revenue or instrument strategy in North America.

          European competitors for blood bank products include Diamed, a Swiss company, and Biotest AG. Both of these companies have been established longer than the Company and may have greater financial and other resources than the Company. In Europe Diamed markets the Walk Away Diana instrument that is manufactured by Grifols, a Spanish company. This system utilizes Diamed’s proprietary gel cards and is the same instrument that is marketed as the ProVue™ by Ortho-Clinical Diagnostics in the United States.

          Diamed has a larger global market share than the Company. However, the Company believes that it is well positioned to compete favorably in the business principally because of the completeness of its product line, quality and price of its products, the sale of innovative products such as blood bank automation, the Company’s Capture^®products (see Reagents, and Instruments and Instrument Systems), continuing research efforts in the area of blood bank automation (see Products Under Development), the experience and expertise of its sales personnel (see Marketing and Distribution) and the expertise of its technical and customer support staff.

          Biotest AG, a German pharmaceutical and diagnostic company, presently has FDA licenses for six reagent products. Since the product line is incomplete there is no evidence that Biotest will be in a position, in the near term, to market a complete viable commercial product line.

          Ortho-Clinical Diagnostics also competes in the European instrument market with the AutoVue instrument. Throughput for ABO/Rh and antibody screening is approximately 25 tests per hour. The system utilizes Ortho gel cards. Immucor management believes the ABS2000’s use of traditional reagents for ABO and Rh type combined with its proprietary technologies for antibody screen will offer the customer significant price savings over the use of gel cards.

Employees

          At July 30, 2004, the Company and its subsidiaries had a total of 531 employees. The Company had 366 full time employees in the U.S., of whom 41 were in sales and marketing, 283 were in manufacturing, research and distribution, and 42 were in administration. In Germany, Portugal, Italy, Spain, Canada and Belgium, the Company had 165 full-time employees, of whom 73 were in sales and marketing, 60 were in research, distribution and administration and 32 were in manufacturing.

          The Company has experienced a low turnover rate among its technical and sales staff. There are no Company employees that are represented by a union. The Company considers its employee relations to be good.

Available Information

          Immucor files reports, proxy statements and other information under the Securities Exchange Act of 1934, as amended (the “1934 Act”) with the Securities and Exchange Commission (the “Commission”). The public may read and copy any Company filings at the Commission’s Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Because the Company makes filings to the Commission electronically, information may also be accessed at the Commission’s Internet site (http://www.sec.gov). This site contains reports, proxies and information statements and other information regarding issuers that file electronically with the Commission. Electronic versions of the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports filed or furnished with the SEC may also be accessed through the Company website at www.immucor.com under “About Us/Investor Information/SEC Filings”. All such reports are available through the Company’s website free of charge.

Item 2. — Properties.

          The Company leases approximately 120,000 square feet in Norcross, Georgia, a suburb of Atlanta, as its executive offices, laboratories and manufacturing facilities. Rent charges for the fiscal year ended May 31, 2004 were approximately $806,000.The term of the lease is for a six-year period ending August 2007 with a right to renew for an additional five years. The Company owns a 41,000 square foot building on a three-acre tract of land in northwest Houston, which is used primarily for manufacturing.

          In Germany, the Company leases 2,300 square meters near Frankfurt. Rent expense for the fiscal year ended May 31, 2004 totaled approximately $244,000. The term of the lease in Germany is through April 2009. In Italy, rent expense for the fiscal year ended May 31, 2004 totaled approximately $117,000 for 850 square meters. The Company has five separate lease agreements for the facility in Italy with terms expiring between September 2004 and November 2007. In Portugal, the Company leases 110 square meters of office space and rent expense for the fiscal year ended May 31, 2004 was approximately $14,600. In Spain, the Company leases 330 square meters of office space and rent expense for the fiscal year ended May 31, 2004 was approximately $56,000. In Belgium, the Company owns land and a 1,400 square meter building subject to a first lien mortgage. In Canada, the Company owns a 15,000 square foot building on approximately one acre of land. The Company believes all of its facilities and lease terms are adequate and suitable for the Company’s current and anticipated business for the foreseeable future.

Item 3. — Legal Proceedings.

          No material proceedings are pending against the Company, and no similar proceedings are known by the Company to be contemplated by governmental authorities.

Item 4. — Submission of Matters to a Vote of Security Holders.

          Not applicable.

PART II

Item 5. — Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

          Immucor’s common stock trades on The NASDAQ National Market System of The NASDAQ Stock Market under the symbol: BLUD. The following table sets forth the quarterly high and low prices of the common stock for the fiscal periods indicated as reported by NASDAQ. These prices represent inter-dealer quotations without retail markups, markdowns or commissions and may not represent actual transactions.

	High	Low
Period June 1 through July 31, 2004	$     22.23	$     18.23
Fiscal Year Ended May 31, 2004
First Quarter	$     11.36	$     8.46
Second Quarter	15.50	10.67
Third Quarter	16.17	10.87
Fourth Quarter	20.96	10.50
Fiscal Year Ended May 31, 2003
First Quarter	$       8.56	$       4.82
Second Quarter	10.76	5.72
Third Quarter	11.52	7.00
Fourth Quarter	10.36	8.19

          As of July 30, 2004, there were 290 holders of record of the Company’s common stock. The last reported sales price of the common stock on such date was $20.26.

          Immucor has not declared any cash dividends with respect to its common stock. The Company presently intends to continue to retain all earnings in connection with its business. The Company’s agreement with its principal lender contains certain financial and other covenants that, among other things, limit annual capital expenditures, limit payment of cash dividends and the repurchase of stock, limit the incurrence of additional debt, and require the maintenance of certain financial ratios. See Note 3 of the consolidated financial statements.

          Immucor distributed a three-for-two stock split, effected in the form of a 50% stock dividend on September 13, 2002 to shareholders of record on August 26, 2002, which resulted in the issuance of 4,128,630 shares of common stock. Immucor distributed a three-for-two stock split, effected in the form of a 50% stock dividend on November 14, 2003 to the shareholders of record on October 24, 2003, which resulted in the issuance of 6,542,601 shares of common stock, net of 2,048 fractional shares for which cash dividends were paid. On June 1, 2004, the Board of Directors approved a three-for-two stock split, effected in the form of a 50% stock dividend, to shareholders of record as of the close of business on June 30, 2004. The stock split was distributed on July 16, 2004 and increased the number of shares outstanding by 10,066,940, net of 326 fractional shares for which cash dividends were paid. The stock splits were the fourth, fifth and sixth for the Company since its initial public offering in December 1985. Previously, the Company implemented a three-for-two split in 1991, a five-for-four split in 1990, and a five-for-four split in 1987. All share and per share amounts disclosed in this document have been restated to reflect the impact of the above stock splits.

Equity Compensation Plan Information

          The following table provides information as of May 31, 2004 with respect to the shares of our common stock that may be issued under our existing equity compensation plans:

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance
Equity compensation plans approved by security holders *	1,900,684	$6.44	225,115
Equity compensation plans not approved by security holders **	1,480,773	$2.36	12,210
Total	3,381,457	$4.66	237,325

*   Includes the Company’s 1998 Stock Option Plan and 2003 Stock Option Plan. For a description of the material features of these plans, see Note 6 of the consolidated financial statements.

**  Includes the Company’s 1990 Stock Option Plan and 1995 Stock Option Plan. For a description of the material features of these plans, see Note 6 of the consolidated financial statements.

Stock Repurchase Program

          The Company instituted a repurchase program in June of 1998 for up to 2,700,000 shares. On June 1, 2004, the Board of Directors authorized the Company to repurchase up to an additional 300,000 shares of its common stock. The Board of Directors, on August 2, 2004, authorized the Company to repurchase up to an additional 500,000 shares of its common stock. The Company’s repurchase program does not have an expiration date.

Item 6.-- Consolidated Selected Financial Data.

(All amounts are in thousands, except per share amounts)

	Year Ended May 31,
	2004 (1)		2003 (1)		2002 (1)		2001 (1)		2000 (1)
Statement of Operations Data:
Net sales	$  112,558		$   98,648		$ 84,472		$   69,795		$ 76,840
Cost of sales	50,369		42,790		37,477		38,086		36,408
Gross profit	62,189		55,858		46,995		31,709		40,432
Operating expenses:
Research and development	3,749		2,051		1,997		1,894		2,003
Selling, general and administrative	36,738		31,503		29,957		30,876		31,070
Loss on impairment of goodwill	--		--		--		3,063		--
Total operating expenses	40,487		33,554		31,954		35,833		33,073
Income (loss) from operations	21,702		22,304		15,041		(4,124	)	7,359
Other:
Interest income	41		127		41		58		31
Interest expense	(881	)	(2,406	)	(4,454	)	(3,747	)	(2,911	)
Other (expense) income - net	(598	)	158		1,356		229		231
Total other	(1,438	)	(2,121	)	(3,057	)	(3,460	)	(2,649	)
Income (loss) before income taxes	20,264		20,183		11,984		(7,584	)	4,710
Income taxes	7,726		5,813		3,189		465		1,898
Net income (loss)	$   12,538		$    14,370		$8,795		$    (8,049	)	$   2,812
Income (loss) per share:
Per common share	$       0.42		$       0.51		$  0.36		$      (0.33	)	$     0.11
Per common share - assuming dilution	$       0.40		$       0.47		$  0.34		$      (0.33	)	$     0.10
Weighted average shares outstanding
Common shares	29,505		28,203		24,658		24,590		26,033
Common shares - assuming dilution	31,329		30,315		25,770		24,590		28,755

	May 31,
	2004	2003	2002	2001	2000
Balance Sheet Data:
Working capital	$   48,261	$   40,872	$ 27,070	$   19,536	$ 21,868
Total assets	124,417	116,886	101,367	95,813	102,775
Long-term obligations, less current portion	7,216	18,231	31,581	39,951	34,815
Retained earnings	55,956	43,426	29,057	20,262	28,311
Shareholders' equity	92,953	73,695	43,953	29,843	40,919

(1) All share and per share amounts have been restated to reflect the July 2004, November 2003 and September 2002 three-for-two stock splits.

Item 7. — Management’s Discussion and Analysis of Financial Condition and Results of Operations.

          Certain statements that Immucor may make from time to time, including statements contained in this report, constitute “forward-looking statements” under the federal securities laws. Forward-looking statements may be identified by words such as “plans,”“expects,” “believes,” “anticipates,” “estimates,”“projects,” “will”, “should” and other words of similar meaning used in conjunction with, among other things, discussions of future operations, financial performance, product development and new product launches, FDA and other regulatory applications and approvals, market position and expenditures. Factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, Immucor include the following, some of which are described in greater detail below: the decision of customers to defer capital spending, increased competition in the sale of instruments and reagents, product development or regulatory obstacles, changes in interest rates, changes in demand for the Company’s human collagen product and general economic conditions. In addition, the strengthening of the dollar versus the Euro would adversely impact reported European results. Investors are cautioned not to place undue reliance on any forward-looking statements. Immucor cautions that historical results should not be relied upon as indications of future performance. Immucor assumes no obligation to update any forward-looking statements.

Critical Accounting Policies

General

          We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 1 of the consolidated financial statements in Item 8 of this Annual Report on Form 10-K. Note that our preparation of this Annual Report on Form 10-K requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, and certain assumptions could prove to be incorrect. Senior management has discussed the development and selection of critical accounting estimates and related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure with the Audit Committee of the Board of Directors.

Revenue Recognition

          The Company recognizes revenue when the following four basic criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectibility is reasonably assured. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected. Revenue from the sale of the Company’s reagents in the U.S. market is recognized upon shipment when both title and risk of loss transfers to the customer upon shipment. Revenue from the sale of the Company’s reagents in the export market is recognized FOB customs clearance when both title and risk of loss transfers to the customer. Revenue from the sale of the Company’s medical instruments is recognized upon shipment and completion of contractual obligations relating to training and/or installation based on terms of the related agreements. Revenue from rentals of the Company’s medical instruments is recognized over the life of the rental agreement. Instrument service contract revenue is recognized over the life of the contract.

          In some situations, the Company sells an instrument to a third-party leasing company without recourse, and receives full cash payment for the instrument upon receipt of the ultimate customer’s signed delivery and acceptance. In certain limited situations involving third party lease arrangements, the Company enters into a repurchase agreement whereby if the ultimate customer terminates the lease, the Company agrees to repurchase the instrument for an amount equal to the remaining unpaid lease payments owed to the third party leasing company. In these limited situations, the Company defers the revenue related to the sale, along with the corresponding cost of sales, and subsequently recognizes the revenue over the lease term as the lease payments are made to the third party leasing company and it is clear that the ultimate customer has not terminated the related lease.

          The Company adopted Emerging Issues Task Force (“EITF”) Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables, for agreements entered into beginning in the second quarter of fiscal year 2004. The Company’s medical instrument sales contracts involve multiple deliverables, including the sale or rental of an instrument (including training and installation), the subsequent servicing of the instrument during the first year, and reagent products provided to the customer during the validation period. The portion of the instrument sales price applicable to the instrument itself (including training and installation), which is determined based on fair value, is recognized upon shipment and completion of contractual obligations relating to training and/or installation based on the terms of the related agreement. The portion of the sales price applicable to reagent products provided to the customer during the validation period, based on fair value, are recognized when the instrument itself is recognized as generally such recognition occurs when the validation period is completed. The portion of the sales price applicable to servicing the instrument during the first year, based on fair value, is deferred and recognized over the first year of the contract. The allocation of the total consideration received based on the estimated fair value of the units of accounting requires judgment by management.

Allowance for Doubtful Accounts

          Immucor maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Current policy is to provide a minimum allowance of 4% of third-party gross receivables which is based on historical collection experience. Any specific third-party invoices over three years old is provided for in addition to the minimum allowance. Any third-party invoices over eighteen months old and under $50 is provided for in addition to the minimum allowance. At May 31, 2004, the allowance is approximately 4.8% of the gross accounts receivable balance. The Company continually monitors the collectibility of its customer accounts and when indications arise that an amount is not likely to be collected, the amount is charged to the allowance for doubtful accounts. If the financial condition of any of Immucor’s customers was to deteriorate, resulting in an impairment of their ability to make payments, additional allowances could be required.

Inventory

          Inventories are stated at the lower of first-in, first-out cost or market. Cost includes material, labor and manufacturing overhead. The Company uses a standard cost system as a tool to monitor production efficiency. The standard cost system applies estimated labor and manufacturing overhead factors to inventory based on budgeted production and efficiency levels, staffing levels and costs of operation, based on the experience and judgment of management. Actual costs and production levels may vary from the standard established and are charged to the consolidated statement of operations as a component of cost of sales. Since U.S. generally accepted accounting principles require that the standard cost approximate actual cost, periodic adjustments are necessary. The provision for obsolete inventory is reviewed on a quarterly basis. All finished good reagent products with less than six months dating are written down to zero. Any raw, intermediate, or finished product that has been quarantined because it has failed quality control, needs to be reworked, or is past its expiration date is written down to zero. Should the product be successfully reworked and pass final quality control checks, it is then valued at its standard cost. Obsolete and quarantined inventory is physically segregated from useable and saleable inventory and destroyed according to regulatory and fiscal guidelines. No material changes have been made to the inventory policy during fiscal 2004.

Goodwill and Other Long-lived Assets

          In assessing the recoverability of the Company’s goodwill and other long-lived assets, the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges for these assets not previously recorded. On June 1, 2002 the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets, and is required to analyze its goodwill and intangible assets for impairment on an annual basis or more frequently if impairment indicators arise. In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The Statement supercedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, however it retains the fundamental provisions of that statement related to the recognition and measurement of the impairment of long-lived assets to be “held and used.” The Company adopted SFAS No. 144 effective June 1, 2002 without impact on its financial position or results of operations. See Note 1 and 16 of the consolidated financial statements.

Income Taxes

          The Company’s income tax policy records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating loss and tax credit carry-forwards. The Company follows specific guidelines regarding the recoverability of any tax assets recorded on the balance sheet and provides allowances as required. The valuation of the Company’s deferred tax assets assumes that the Company will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If these estimates and related assumptions change in the future, the Company may be required to record additional valuation allowances against its deferred tax assets resulting in additional income tax expense in the Company’s consolidated statements of operations. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, carry-back opportunities, and tax-planning strategies in making this assessment. Management evaluates the realizability of the deferred tax assets and assesses the need for additional valuation allowances quarterly. No material changes have been made to the income tax policy during fiscal 2004. See Note 9 of the consolidated financial statements.

Stock-based Employee Compensation

          The Company grants stock options for a fixed number of shares to employees with an exercise price equal to the fair value of the shares at the date of the grant. The Company accounts for stock option grants in accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees, and accordingly does not recognize compensation expense for the stock option grants. In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure – an amendment of FASB Statement No. 123. This Statement provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. In determining the pro forma compensation expense, management must make estimates of volatility of the underlying common stock and expected option life, which impacts the option fair value. The Company adopted the interim disclosure requirements in the period ended May 31, 2003. See Note 1 of the consolidated financial statements.

Overview

          For fiscal 2005, the Company’s strategy is focused primarily on improving gross margin and on developing its third generation automated assay instrument. While the Company’s net sales for the year ended May 31, 2004 increased to $112.6 million from $98.6 million for the year ended May 31, 2003, gross margin (gross profit as a percentage of sales) decreased to 55.2% for the year ended May 31, 2004 from 56.6% for the year ended May 31, 2003.

          As discussed below under “Results of Operations,” the deterioration in gross margin was due to several factors, including:

o Increased production, quality and regulatory costs,

o Increased reagent sales to European distributors at relatively lower margins than direct sales to end users,

o Increased instrument service burden, and

o Costs incurred to consolidate red cell manufacturing facilities.

          While the Company plans to continue European sales through distributors, as the Company believes that utilizing distributors established in key European markets is far more advantageous to the Company than developing its own sales and distribution network in these markets, it has implemented steps to stabilize and improve gross margin, including:

o The elimination of a number of redundant products currently manufactured at the Company’s three manufacturing facilities, partially completed during the fourth quarter of fiscal 2004 and continuing through the first quarter of fiscal 2005;

o The consolidation of the Company’s red cell product manufacturing, previously produced at both the Norcross and Houston facilities, to the Company’s Norcross facility, completed at the end of the fourth quarter of fiscal 2004;

o Obtaining FDA clearance of the Galileo(TM)for marketing in the United States, and

o The development of a third generation automated assay instrument from which the Company expects to produce higher margins and lower service costs when it is introduced (currently projected for fiscal year 2006).

          On April 25, 2004, the Company obtained FDA clearance to market its high-volume Galileo™instrument in the U.S., designed for the large-sized hospital market. The instrument revenue and the related reagent revenue stream are expected to improve gross margins, because the instrument requires proprietary reagents developed for automated technology, thus commanding a premium price over traditional products. As of July 21, 2004, the Company has placed 133 Galileo™ instruments with international customers since introducing the Galileo™ to the European market during the first quarter of 2002.

          The Company recently announced it is developing a third generation instrument, currently referred to as the “G3” and planned for release in 2006. The G3 is targeted at the small- to medium-sized hospital market, the largest segment of the Company’s customers, which number approximately 7,500 worldwide, to which the Company’s ABS2000 instrument is currently marketed. The G3 is expected to be significantly smaller and faster than the ABS2000, but have substantially all of the features of the Company’s larger Galileo™ product, apart from lower throughput. The G3‘s smaller size is designed to allow “depot service” where a customer delivers an instrument to a Company depot for servicing and receives a loaner instrument to use until servicing is complete. The Company expects this depot method to be more cost effective than sending repair personnel to the customer’s site, and accordingly expects instrument service costs will eventually decline as the G3 replaces the ABS2000.

Liquidity and Capital Resources

          Net cash provided by operating activities totaled approximately $22.7 million, $20.3 million, and $13.1 million for the fiscal years 2004, 2003 and 2002, respectively. As of May 31, 2004, the Company’s cash and cash equivalents balance totaled $15.7 million, an increase of $4.5 million over fiscal 2003 and $11.7 million over fiscal 2002.

          As outlined in the chart below, management worked diligently to reduce the days sales in accounts receivable. Some of the Company’s foreign subsidiaries have historically slower collection rates due to their respective economic environments. The Company has been successful with the factoring of Italian accounts receivable that continues to improve the Italian subsidiary’s financial position. The Company has made an 18% improvement in days sales in receivables over the past two years. The Company has also experienced an 11% improvement in days sales in inventory over the last two years. Improvements in inventory management through product consolidation and production planning have been offset by the $1.6 million increase in instruments in inventory from the addition of the Galileo™ to the product line.

	2004		2003		2002
Days Sales in Receivables		84		96		103
Days Sales in Inventory		133		137		150

          For the year ended May 31, 2004, $7.1 million of cash was used in investing activities primarily for capital expenditures of $3.0 million for Galileo™ and other instruments used for demonstration purposes by the sales force or placed at customer sites on reagent rental agreements to be depreciated over the life of the respective agreements, $2.7 million for manufacturing consolidation and quality system improvements at its Norcross and Houston facilities, $0.8 million for computer hardware and software enhancements of the enterprise software system, approximately $0.5 million for the human collagen mesh manufacturing suite at the Houston facility and $0.1 million to refurbish the German facility. Planned capital expenditures for fiscal 2005 total approximately $7.3 million, including approximately $3.7 million for planned upgrades at its Norcross facility for its manufacturing, quality and support systems, approximately $2.8 million for offsite placements of the Galileo™ instruments by the foreign affiliates, and approximately $0.5 million for upgrades at the Canadian facility.

          On December 18, 2003, the Company obtained a new $27.0 million secured credit facility with SunTrust Bank. Proceeds of these borrowings were primarily used to repay the Company’s previous arrangement with Wachovia Bank (which was cancelled upon repayment). The new credit facility matures in December 2006 and is comprised of a $15.0 million revolver and a $12.0 million term loan. The term loan is payable in quarterly installments of $1.0 million. The term loan and the revolver bear interest of LIBOR plus additional percentage points ranging from 1.0% to 1.75%, or SunTrust Bank prime rate plus additional percentage points ranging from (0.5%) to 1.0% based on certain calculations as defined in the Loan Agreement. The loans are collateralized by the capital stock of all of the Company’s subsidiaries. The Company recorded a non-cash, pre-tax charge of $924,000 in the third quarter to write off unamortized deferred financing charges related to its previous credit facility. As of May 31, 2004, there was $11.0 million outstanding on the term loan and none outstanding on the revolver.

          Net cash used in financing activities totaled approximately $11.3 million. Approximately $26.5 million in payments of long-term debt, primarily to repay obligations to Wachovia Bank, line of credit and capital lease obligations, were made during the period. Proceeds under the new secured credit facility with SunTrust Bank totaled $12.0 million during the period. The receipt of $3.3 million in cash from the exercise of stock options partially offset the net cash used in financing activities. These options were granted in prior fiscal years at exercise prices equal to the market value of the Company’s stock on the date granted. See Note 6 and Item 5 Market for Registrant’s Common Equity and Related Stockholder Matters—Equity Compensation Plan Information.”

          The Company instituted a repurchase program in June of 1998 for up to 2,700,000 shares, of which 2,416,500 shares had been purchased prior to fiscal 2004, leaving 283,500 shares available for repurchase. On June 1, 2004, the Board of Directors authorized the Company to repurchase up to an additional 300,000 shares of its common stock. In the subsequent two-month period following the implementation of the June 2004 repurchase program, the Company repurchased an additional 285,800 shares at an average price of $19.63, bringing the aggregate number of shares to 2,702,300 repurchased to date since implementation of the 1998 repurchase program. On August 2, 2004, the Board of Directors authorized the Company to repurchase up to an additional 500,000 shares of its common stock. With the August 2004 authorization, and taking into account all repurchases through July 2004, the Company is authorized to repurchase up to 797,700 shares, the aggregate amount remaining available for repurchase under the program.

          At May 31, 2004 and May 31, 2003, the Company had an interest rate swap agreement in the Company’s functional currency, maturing in 2005 with an initial notional principal amount of $15.0 million, which amortizes over the life of the instrument. The fair value of the interest rate swap agreement represents the estimated receipts or payments that would be made to terminate the agreement and is included with other long-term liabilities on the balance sheet. At May 31, 2004 and May 31, 2003, the Company would have paid $156,965 and $422,677, respectively, to terminate the agreement in the Company’s functional currency. The interest rate swap agreement, with SunTrust Bank, is guaranteed by the Company. See Item 7A—Quantitative and Qualitative Disclosures About Market Risk—Interest Rates.

          Management continues to focus on reducing the leverage on the Company’s balance sheet and does not anticipate that there will be a need for additional borrowings. Management expects that cash and cash equivalents and cash flows from operations will be sufficient to support operations, scheduled debt repayments and planned capital expenditures for the next 12 months, as well as fund future long-term debt payments. There are no restrictions on the Company’s foreign subsidiaries in the matter of sending dividends, or making loans or advances to the parent Company. Contractual obligations and commercial commitments, primarily for the next five years, are detailed in the table below. Other long-term obligations represent outstanding unrecorded purchase commitments as of May 31, 2004.

Contractual Obligations and Commercial Commitments

Contractual Obligations	Payments Due by Period in thousands
	Total	Less than 1 year	1-3 years	4 - 5 years	After 5 years
Long-Term Debt and Lines of Credit	$11,458	$  5,190	$6,233	$     35	--
Capital Lease Obligations	1,600	652	612	336	--
Operating Leases	6,034	1,567	2,774	1,664	29
Other Long-Term Obligations	16,513	9,008	5,710	1,519	276
Total Contractual Cash Obligations	$35,605	$16,417	$15,329	$3,554	305

Repurchase Obligations (Instruments)

          In some situations, the Company sells an instrument to a third-party leasing company without recourse, and receives full cash payment for the instrument upon receipt of the ultimate customer’s signed delivery and acceptance. In certain limited situations, currently a total of four involving third party lease arrangements, the Company enters into a repurchase agreement whereby if the ultimate customer terminates the lease, the Company agrees to repurchase the instrument for an amount equal to the remaining unpaid lease payments owed to the third party leasing company. In these limited situations, the Company defers the revenue related to the sale, along with corresponding direct and incremental cost of sales, and subsequently recognizes the revenue over the lease term as the lease payments are made to the third party leasing company and it is clear that the ultimate customer has not terminated the related lease.

Off-Balance Sheet Arrangements

          The Company has no off-balance sheet financial arrangements as of May 31, 2004.

Results of Operations

          For the fiscal year ended May 31, 2004, net sales totaled $112.6 million, a $13.9 million (14.1%) increase over the prior year. Net income was $12.5 million, a $1.8 million (12.7%) decrease over the prior year. Diluted earnings per share totaled $0.40 on 31.3 million weighted average shares outstanding for fiscal 2004, as compared to diluted earnings per share of $0.47 on 30.3 million weighted average shares outstanding for the prior year.

Comparison of Years Ended May 31, 2004 and May 31, 2003

Net Sales

          Sales of traditional reagent products, i.e., products not utilizing the Company’s patented Capture® technology, increased $8.6 million, or 12.0%, from $71.9 million in fiscal 2003 to $80.5 million in fiscal 2004. Sales of Capture® products increased approximately $3.1 million to $21.9 million, a 16.5% increase over the prior year. The Company believes growth in reagent revenue, including both traditional reagent products and Capture® products, occurred as a result of approximately $4.3 million in price increases in North America, approximately $4.1 million in changes in the Euro exchange rate, and approximately $3.3 million in increased reagent volumes from instrument placements worldwide. Instrument sales for fiscal 2004 increased by approximately $1.7 million to $9.7 million, an increase of 22.1% over the prior year. Instrument revenue grew primarily as a result of increased sales of the Galileo™ instrument to distributors in Europe and to a $0.2 million change in the Euro exchange rate. The first shipment under the human collagen development agreement with Inamed occurred in May 2004 and contributed $0.4 million to the revenue increase.

Gross Profit

          Gross profit as a percentage of net sales was 55.2% versus 56.6% for the years ended May 31, 2004 and 2003, respectively. Manufacturing expenses for the United States increased $3.0 million, or 12.6% for the year ended May 31, 2004, as compared to the year ended May 31, 2003 and unfavorable manufacturing variances had a corresponding increase of $0.7 million, or 13.5%, for the year ended May 31, 2004, as compared to the year ended May 31, 2003. Manufacturing expenses increased due to additional personnel and expenditures to support domestic and international efforts to expand Company presence, and assure compliance with the FDA. The increase in manufacturing expenses also included approximately $0.4 million in worldwide expenses related to CE marking and European Union quality regulation compliance for products intended for sale within the European Union. Management had recognized the need for margin improvement early in the fiscal year and developed a detailed plan to consolidate the manufacture of the complex red cell products into the Norcross facility. The project was completed in May 2004, at a cost of approximately $0.3 million. Consolidation of redundant red cell panels and the accompanying supplemental products will allow the Company to produce a panel that gives the customer a better selection of antibodies and increase the Company’s efficiency. A plan to eliminate a number of redundant products, which were manufactured at the Company’s three manufacturing facilities, was partially completed during the fourth quarter of fiscal 2004 and will continue through the first quarter of fiscal 2005. Better inventory management and production planning resulted in manufacturing efficiency improvement of $1.6 million, or 43.1%, for the year ended May 31, 2004, as compared to the year ended May 31, 2003.

          Gross margin on traditional reagents fell to 59.0% for the fiscal year ended May 31, 2004, compared with 59.7% in the prior fiscal year, in spite of the $4.5 million in price increases, due primarily to the increased manufacturing expenses adding approximately $2.5 million in additional costs. Gross margin on Capture® products was 64.8%, compared with 68.1% in the prior year period. The increased sales volume of the Capture®products mentioned above was principally generated through sales to the distributor network in Europe at margins approximately 6% lower, or $1.9 million, than achieved through direct sales in the U.S. Increased manufacturing expenses translated to approximately $0.6 million of the decline in Capture® gross profit. The gross margin on instruments, including the impact of the cost of providing service was 4.3% for fiscal 2004 versus 1.3% for fiscal 2003. Instrument sales in Europe were made at a 32.5% gross margin for fiscal 2004 versus at a 23.0% gross margin for fiscal 2003, adding an additional $0.6 million to gross profit for fiscal 2004. Instrument revenue in the United States, which includes the cost of providing service, was made at a (30.7%) gross margin for fiscal 2004 versus at a (32.8%) gross margin for fiscal 2003. Instrument service continues to be provided at a loss for the year as overall instrument placements have not reached the level required for service operations to break-even and the older model ABS2000 instruments in the field advance in age. The instrument service burden of $1.0 million reduced the gross margin by 0.9%. The change in the Euro exchange rate increased gross profit by approximately $1.8 million.

Operating expenses

          When compared to the prior year, research and development costs for fiscal 2004 increased $1.7 million, or 82.6%. During the year, $1.0 million was incurred for contract research fees related to the G3, platelet and Galileo™ U.S. software development projects. Key personnel and resources were reallocated from manufacturing and administrative functions to research and development functions for these projects, amounting to approximately $0.4 million. Preproduction collagen costs amounted to approximately $0.3 million for the year.

          Selling and marketing expenses increased $2.4 million for the year ended May 31, 2004, as compared to the prior year, of which $1.0 million was a result of the change in the Euro to dollar exchange rate. Travel, personnel and marketing expense increases in association with the sales efforts to further market the Galileo™ in Europe and the ABS2000 in the United States, to launch the Galileo™ in the United States, and to develop worldwide product branding, accounted for the remaining $1.4 million increase for the year.

          Distribution expenses for fiscal 2004 increased by $1.5 million compared to the prior year primarily due to additional personnel and expenses of $0.4 million incurred by the German subsidiary to establish a European distribution hub and $0.4 million in higher freight and supplies related to the shipping package reconfiguration for the Houston facility. The exchange rate effect of the Euro versus the dollar increased distribution expense $0.3 million.

          General and administrative expenses for the year ended May 31, 2004, rose approximately $1.3 million over the prior year. The change in the Euro exchange rate accounted for approximately $0.7 million. Approximately $0.2 million of the increase was due to higher legal, debt recovery and staffing costs for the Company’s Italian subsidiary. The remainder of the increase was due to additional personnel and expenditures worldwide to support domestic and international efforts to expand Company presence and assure compliance with European Union quality regulations and accounting and regulatory mandates in the United States.

Interest expense

          When compared to the prior year, interest expense decreased $1.5 million in fiscal 2004. The decrease is the result of reduced levels of long-term debt at more favorable interest rates amounting to savings of $1.0 million and a swing in the mark-to-market adjustment of the interest rate swap agreement amounting to $0.3 million. Lower amortization of debt issue costs due to reduced debt issue costs, subsequent to the extinguishment of the Company’s previous credit facility, reduced interest expense by $0.2 million for the current period. See Deferred Costs in Note 1 and Primary Obligations in Note 3 of the consolidated financial statements.

Other income (expense)

          Other income (expense), net, for the year ending May 31, 2004 includes a $0.9 million pre-tax, non-cash charge to write off unamortized deferred financing charges related to the Company’s previous credit facility. Fiscal 2003 amounts primarily reflected foreign currency transaction gains that exceeded foreign currency transaction losses and a $0.2 million impairment of assets. See Note 1 of the consolidated financial statements.

Income taxes

          The effective tax rate for the year ended May 31, 2004 was 38.1% versus 28.8% for the year ended May 31, 2003. Fiscal 2004 includes a true up of the estimated tax benefit of the 2003 European restructure and adjustments for misapplication of Texas franchise tax rules for fiscal years 2002 and 2003, that added $0.1 million and $0.3 million to income tax expense, respectively. In addition, a reserve of $0.2 million was established to recognize the increasingly conservative positions taken by the various taxing authorities. In the fiscal year ended May 31, 2003, the income tax provision for current year earnings was offset by a $1.4 million tax benefit generated through a restructuring of certain European operations that allowed for the utilization of tax losses generated in prior years.

Comparison of Years Ended May 31, 2003 and May 31, 2002

Net Sales

          Sales of traditional reagent products, i.e., products not utilizing the Company’s patented Capture® technology, increased nearly $10.1 million, or 16.3%, from $61.8 million in fiscal 2002 to $71.9 million in fiscal 2003. Sales of Capture® products increased approximately $2.1 million to $18.8 million, a 12.6% increase over the prior year. The Company believes growth in reagent revenue occurred as a result of price increases in North America of approximately $10.4 million, partially offset by declines in international sales of approximately $1.2 million, primarily in South American countries that were experiencing financial difficulties, and the planned exit from the distribution of certain low-margin third-party products of approximately $1.0 million. Instrument sales for fiscal 2003 increased by approximately $2.5 million to $8.0 million, an increase of 45% over the prior year. Instrument revenue grew primarily as a result of increased sales of the Galileo™ instrument to distributors in Europe of approximately $3.4 million, offset by a decrease in United States instrument sales of $0.9 million. The effect on revenues of the change in the Euro exchange rate was an increase of $4.2 million for the fiscal year ended May 31, 2003.

Gross Profit

          Gross margin was 56.6% versus 55.6% for the years ended May 31, 2003 and 2002, respectively. Gross margin on traditional reagents was 59.4% for the current fiscal year, compared with 56.2% in the prior year period. Gross profit increased primarily due to the $10.4 million in price increases mentioned above. Gross margin on Capture® products was 68.6%, compared with 70.7% in the prior year period. The increased sales volume of the Capture® products mentioned above were principally generated through sales to the distributor network in Europe at margins to the Company approximately 6% lower than achieved through direct sales in the U.S, having a negative effect on Capture® gross profit of $0.1 million. The Galileo™ sales in Europe, primarily to distributors, were also at margins lower than would be achieved through direct sales, which negatively affected gross profit by $0.5 million. Instrument service was provided at a loss for the year, as overall instrument placements had not reached the level required for service operations to break-even. The instrument service burden reduced the gross margin by 0.5%. The change in the Euro exchange rate increased gross profit by approximately $1.9 million.

Operating expenses

          When compared to the prior year, research and development costs for fiscal 2003 increased 2.7%. Increases related to preparation for domestic field trials of the Galileo™ instrument were partially offset by a reduction of instrument development initiatives for the launch of the Galileo™ in the European market from the prior year.

          Selling and marketing expenses increased $1.4 million for the year ended May 31, 2003, as compared to the prior year, of which $1.0 million was a result of the change in the Euro to dollar exchange rate. Travel and marketing expense increases associated with the sales efforts to market the Galileo™ in Europe and the ABS2000 in the United States accounted for $0.4 million of the increase for the year.

          Distribution expenses for fiscal 2003 increased by $0.3 million compared to the prior year primarily due to the exchange rate effect of the Euro versus the dollar of $0.25 million and additional shipping expenses related to new customers and the implementation of a new shipping package configuration designed to maintain acceptable environmental temperatures and preserve product quality during shipment.

          General and administrative expenses for the year ended May 31, 2003, rose approximately $1.1 million over the prior year. The change in the Euro exchange rate accounted for approximately $0.5 million. The remaining increase of $0.6 million was due to additional personnel and expenditures to support domestic and international efforts to expand Company presence and assure compliance with European Union quality regulations and accounting and regulatory mandates in the United States.

          Amortization expense declined $1.3 million for the year ended May 31, 2003, as compared with the prior year due to the adoption of SFAS No.142, Goodwill and Other Intangible Assets, which requires goodwill and indefinite lived intangible assets to be reviewed annually for impairment, or more frequently if impairment factors arise, instead of amortized. The Company tested goodwill for impairment as of March 1, 2003, as required by SFAS No. 142, utilizing a combination of valuation techniques, including the expected present value of future cash flows and a market multiple approach, and found no impairment.

Interest expense

          When compared to the prior year, interest expense decreased $2.0 million in fiscal 2003. The decrease was primarily the result of reduced borrowings on long-term debt and a more favorable interest rate that became effective in May 2002 under the original loan agreement and continued with the July 2002 amendment to the loan agreement. Also, lower amortization of debt issue costs due to the reset of long-term debt maturity dates further reduced interest expense.

Other income (expense)

          Other income (expense), net, for the year ended May 31, 2003, primarily reflects foreign currency transaction gains that exceeded foreign currency transaction losses and a $0.2 million impairment of assets. See Note 1 of the consolidated financial statements. Other income for the prior twelve-month period was favorably affected by the disgorgement of short-swing trading profits by the Kairos Group in the amount of $0.4 million and by $1.0 million from the settlement of a contractual dispute with Becton, Dickinson.

Income taxes

          In spite of significantly higher income levels, income tax expense increased only $2.6 million for the fiscal year ended May 31, 2003, as compared to the prior year. The income tax provision for current year earnings was offset by a $1.4 million tax benefit generated through restructuring of certain European operations that allowed for the utilization of tax losses generated in prior years. Fiscal 2002 had benefited from the utilization of U.S. net operating loss carry-forwards of $2.3 million.

Impact of Recently Issued Accounting Standards

          In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations (“SFAS No. 143”). Statement 143 applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset. For the purposes of Statement 143, a legal obligation is an obligation that a party is required to settle as a result of an existing or enacted law, statute, ordinance, or written or oral contract or that is based on a promise and an expectation of performance. Statement 143 is effective for financial statements for fiscal years beginning after June 15, 2002. The Company adopted SFAS No. 143 effective June 1, 2003, without impact on its financial position or results of operations.

          In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities (“SFAS No. 146”), which addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (“EITF”) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including certain costs incurred in a restructuring). The provisions of SFAS No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002. At adoption on January 1, 2003, SFAS No. 146 did not have a significant impact on the Company’s consolidated statements of operations or financial position. The Company does not have any in-process or planned exit or disposal activities as of May 31, 2004.

          In November 2002, the FASB issued Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees (“FIN No. 45”). FIN No. 45 requires a guarantor to recognize, at the inception of a guarantee, a liability for the fair value of the obligation it has undertaken in issuing the guarantee. The Company must apply FIN No. 45 to guarantees, if any, issued or modified after December 31, 2002. FIN No. 45 also requires guarantors to disclose certain information for guarantees, including product warranties, outstanding at the end of interim periods ending after December 15, 2002. At adoption, FIN No. 45 did not have a significant impact on the Company’s consolidated statements of operations or financial position. The Company does not have any material warranty obligations or other guarantees as of May 31, 2004.

          In November 2002, the Emerging Issues Task Force reached a consensus on Issue No. 00-21 (“EITF 00-21”), Revenue Arrangements with Multiple Deliverables. The Issue addresses certain aspects of the accounting for arrangements under which a vendor will perform multiple revenue-generating activities. EITF 00-21 addresses when a revenue arrangement with multiple deliverables should be divided into separate units of accounting and, if separation is appropriate, how the arrangement consideration should be allocated to the identified accounting units. The Company adopted the provisions of EITF 00-21 effective September 1, 2003, without a material impact on its financial statements.

          See Note 1 of the consolidated financial statements for a discussion of SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure – an amendment of FASB Statement No. 123.

          In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin (ARB) No. 51 (“FIN No. 46”). FIN No. 46 requires certain variable interest entities, or VIEs, to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN No. 46 is effective for all VIEs created or acquired after January 31, 2003. For VIEs created or acquired prior to February 1, 2003, the provisions of FIN No. 46 must be applied for the first interim or annual period beginning after March 15, 2004. The Company does not expect that the adoption of FIN No. 46 will have a material impact on its consolidated statements of operations or financial position.

          In April 2003, the FASB issued SFAS No. 149 (“SFAS No. 149”),Amendments of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain instruments embedded in other contracts and for hedging activities under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. This statement requires that contracts with comparable characteristics be accounted for similarly. In particular, this statement clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative, clarifies when a derivative contains a financing component, amends the definition of an underlying hedged risk to conform to language used in FIN No. 45 and amends certain other existing pronouncements. This statement, the provisions of which are to be applied prospectively, is effective for contracts entered into or modified after June 30, 2003. The adoption of SFAS No. 149, on July 1, 2003, did not have a material impact on the Company’s consolidated statements of operations or financial position.

          In May 2003, the FASB issued SFAS No. 150 (“SFAS No. 150”), Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires that an issuer classify a financial instrument that is within SFAS No. 150‘s scope as a liability (or an asset in some circumstances) because that financial instrument embodies an obligation of the issuer. Many of those instruments were previously classified as equity. SFAS No. 150 requires an issuer to classify the following instruments as liabilities (or assets in some circumstances): mandatorily redeemable financial instruments; obligations to repurchase the issuer’s equity shares by transferring assets; and certain obligations to issue a variable number of its equity shares. SFAS No. 150 is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise shall be effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS No. 150, on September 1, 2003, did not have a material effect on the Company’s consolidated statements of operations or financial position.

Item 7A. — Quantitative and Qualitative Disclosures About Market Risk

          Market Risk. The Company is exposed to various market risks, including changes in foreign currency exchange rates and interest rates that could adversely impact its results of operations and financial condition. To manage the volatility relating to these typical business exposures, the Company may enter into various derivative transactions when appropriate. The Company does not hold or issue derivative instruments for trading or other speculative purposes.

          Interest Rate Risk. Interest rate swap agreements are entered into with the objective of managing exposure to interest rate changes. The Company has entered into interest rate swaps to effectively convert a portion of variable rate bank debt into fixed rates. At May 31, 2004 and May 31, 2003, the Company had an interest rate swap agreement in the Company’s functional currency, maturing in 2005, with an initial notional principal amount of $15.0 million that amortizes over the life of the instrument. The fair value of the interest rate swap agreement represents the estimated receipts or payments that would be made to terminate the agreement and is included with other long-term liabilities on the balance sheet. At May 31, 2004 and May 31, 2003, the Company would have paid $156,965 and $422,677, respectively, to terminate the agreement in the Company’s functional currency. See Note 3 of the consolidated financial statements. The Company had $11.5 million in outstanding debt at May 31, 2004. A 100 basis point increase or decrease in interest rates could decrease or increase annual net income by $0.1 million.

          Foreign Currency. Operating income generated outside the United States as a percentage of total operating income was 5% in 2004, 9% in 2003 and 7% in 2002. Fluctuations in foreign exchange rates, principally with the U.S. dollar versus the Euro, could impact operating results when translations of the Company’s subsidiaries’ financial statements are made in accordance with current accounting guidelines. It has not been the Company’s practice to actively hedge its foreign subsidiaries’ assets or liabilities denominated in local currency. Most of the foreign currency exposures are managed locally by the Company’s foreign subsidiaries through the hedging of purchase commitments with the advance purchase of the required non-functional currencies. However, the Company believes that over time weaknesses in one particular currency are offset by strengths in others. In 2004, 2003, and 2002 the Company recorded foreign currency transaction gains (losses) of approximately $491,000, $697,000, and $(445,000), respectively. For fiscal 2004, the fluctuation of the Euro weighted average exchange rate increased net sales by approximately $4.3 million. A ten percent change in the year-to-date weighted average Euro exchange rate would have had the effect of increasing or decreasing net sales by approximately $3.0 million.

          Effective January 1, 2001, the Company adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 requires the Company to recognize all derivatives on the balance sheet at fair value. For derivatives designated as hedges, the change in the fair value of the derivative will either be offset against the change in the fair value of the hedged asset, liability, or firm commitment through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value will be immediately recognized in earnings. The cumulative effect of the adoption of SFAS No. 133 on June 1, 2001 resulted in a comprehensive loss for fiscal 2002 (a component of Shareholders’Equity on the balance sheet) of approximately $103,000, net of $26,000 in income taxes, relating to the interest rate swap agreements. Since the swap agreement related to the Canadian line of credit matured in December 2001, an adjustment of approximately $15,000 was made to comprehensive loss and reclassified to earnings as interest expense in fiscal 2002. Due to the ineffectiveness of the swap related to the U.S. loan, approximately $20,500 and $20,500 was reclassified from comprehensive loss to earnings as interest expense for the years ended May 31, 2004 and 2003, respectively. The remaining balance of approximately $31,000 will be amortized through December 2005. Approximately $266,000 and $53,000 were charged directly to interest expense for the years ended May 31, 2004 and 2003, respectively. See Note 3 of the consolidated financial statements.

Item 8. — Financial Statements and Supplementary Data.

          The following consolidated financial statements of the Company are included under this item:

               -Report of Independent Registered Public Accounting Firm

               -Consolidated Balance Sheets, May 31, 2004 and 2003

               -Consolidated Statements of Operations for the Years Ended May 31, 2004, 2003 and 2002

               -Consolidated Statements of Shareholders’ Equity for the Years Ended May 31, 2004, 2003 and 2002

               -Consolidated Statements of Cash Flows for the Years Ended May 31, 2004, 2003 and 2002

               -Notes to Consolidated Financial Statements

               -Consolidated Financial Statement Schedule

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Board of Directors and Shareholders
Immucor, Inc.

We have audited the accompanying consolidated balance sheets of Immucor, Inc. (the “Company”) as of May 31, 2004 and 2003 and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended May 31, 2004. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Immucor, Inc. as of May 31, 2004 and 2003, and the consolidated results of its operations and its cash flows for each of the three years in the period ended May 31, 2004, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 1 of the Notes to the Consolidated Financial Statements, the Company adopted Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities in 2002 and Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets in 2003.

/s/ Ernst &Young LLP

Atlanta, Georgia
July 30, 2004

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	May 31,
	2004		2003
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$  15,697,082		$   11,183,317
Accounts receivable, trade (less allowance for doubtful accounts of
$1,330,305 in 2004 and $1,678,361in 2003)		26,533,796		25,693,973
Other receivables		1,235,748		2,253,206
Inventories		20,160,858		16,921,216
Income taxes receivable		1,102,198		1,024,429
Deferred income taxes		1,545,493		2,705,281
Prepaid expenses and other		2,347,906		2,100,890
Total current assets		68,623,081		61,882,312
LONG-TERM INVESTMENT		770,000		770,000
PROPERTY, PLANT AND EQUIPMENT - Net		22,846,358		21,051,235
DEFERRED INCOME TAXES		504,908		747,089
OTHER ASSETS - Net		1,029,752		1,765,376
DEFERRED LICENSING COSTS - Net		1,225,530		1,377,946
CUSTOMER LIST - Net		1,225,000		1,310,000
EXCESS OF COST OVER NET TANGIBLE ASSETS ACQUIRED - Net		28,192,198		27,982,234
		$124,416,827		$116,886,192

See notes to consolidated financial statements.

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (continued)

	May 31,
	2004		2003
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of borrowings under bank line of credit agreements		$      146,765		$     1,930,521
Current portion of long-term debt		5,043,450		5,047,195
Current portion of capital lease obligations		652,363		931,934
Accounts payable		8,116,645		7,949,590
Income taxes payable		205,495		88,087
Accrued salaries and wages		1,574,758		1,364,426
Deferred income taxes		439,271		464,469
Other accrued liabilities		4,183,648		3,234,413
Total current liabilities		20,362,395		21,010,635
BORROWINGS UNDER BANK LINE OF CREDIT AGREEMENTS - Net
of current portion		146,610		141,431
LONG-TERM DEBT - Net of current portion		6,121,751		17,133,477
CAPITAL LEASE OBLIGATIONS - Net of current portion		947,577		956,529
DEFERRED INCOME TAXES		2,763,243		2,916,203
OTHER LIABILITIES		1,122,152		1,032,440
COMMITMENTS AND CONTINGENCIES		--		--
SHAREHOLDERS' EQUITY:
Common stock - authorized 45,000,000 shares, $0.10 par value; issued and
outstanding 30,176,345 at May 31, 2004 and 28,947,251 at May 31, 2003		3,017,634		2,894,725
Additional paid-in capital		34,307,559		28,156,719
Retained earnings		55,956,052		43,426,295
Accumulated other comprehensive loss		(328,146	)	(782,262	)
Total shareholders' equity		92,953,099		73,695,477
		$ 124,416,827		$ 116,886,192

See notes to consolidated financial statements.

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended May 31,
	2004		2003		2002
NET SALES	$ 112,557,916		$ 98,647,794		$ 84,472,180
COST OF SALES	50,368,849		42,790,100		37,477,187
GROSS PROFIT	62,189,067		55,857,694		46,994,993
OPERATING EXPENSES:
Research and development	3,749,158		2,051,055		1,996,742
Selling and marketing	16,203,274		13,808,386		12,453,906
Distribution	8,467,845		6,972,373		6,609,461
General and administrative	11,697,413		10,353,824		9,273,176
Amortization expense	369,361		368,374		1,620,935
	40,487,051		33,554,012		31,954,220
INCOME FROM OPERATIONS	21,702,016		22,303,682		15,040,773
OTHER:
Interest income	41,039		126,838		40,700
Interest expense	(881,527	)	(2,406,370	)	(4,453,802	)
Other (expense) income, net	(597,959	)	158,318		1,356,143
	(1,438,447	)	(2,121,214	)	(3,056,959	)
INCOME BEFORE INCOME TAXES	20,263,569		20,182,468		11,983,814
INCOME TAXES	7,725,763		5,812,711		3,188,904
NET INCOME	$ 12,537,806		$  14,369,757		$8,794,910
INCOME PER SHARE
Per common share	$            0.42		$            0.51		$         0.36
Per common share - assuming dilution	$            0.40		$            0.47		$         0.34

See notes to consolidated financial statements.

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

								Accumulated
					Additional			Other		Total
	Common Stock				Paid-In	Retained		Comprehensive		Shareholders'
	Shares		Amount		Capital	Earnings		Loss		Equity
BALANCE, MAY 31, 2001	24,561,957		$ 2,456,197		$ 13,711,454	$ 20,261,628		$(6,585,812	)	$ 29,843,467
Exercise of stock options and warrants	1,438,223		143,822		3,326,769	--		--		3,470,591
Tax benefits related to stock options and other	--		--		652,792	--		--		652,792
Comprehensive income:
Foreign currency translation adjustment	--		--		--	--		1,263,026		1,263,026
Cumulative effect of the adoption of
SFAS 133 on June 1, 2001, net of taxes	--		--		--	--		(102,721	)	(102,721	)
Hedge loss reclassified into earnings	--		--		--	--		30,809		30,809
Net income	--		--		--	8,794,910		--		8,794,910
Total comprehensive income										9,986,024
BALANCE, MAY 31, 2002	26,000,180		2,600,019		17,691,015	29,056,538		(5,394,698	)	43,952,874
Exercise of stock options and warrants	2,947,071		294,706		7,034,523	--		--		7,329,229
Tax benefits related to stock options and other	--		--		3,431,181	--		--		3,431,181
Comprehensive income:
Foreign currency translation adjustment	--		--		--	--		4,591,888		4,591,888
Hedge loss reclassified into earnings	--		--		--	--		20,548		20,548
Net income	--		--		--	14,369,757		--		14,369,757
Total comprehensive income										18,982,193
BALANCE, MAY 31, 2003	28,947,251		2,894,725		28,156,719	43,426,295		(782,262	)	73,695,477
Exercise of stock options and warrants	1,231,142		123,114		2,569,031	--		--		2,692,145
Tax benefits related to stock options and other	--		--		3,581,809	--		--		3,581,809
Cash paid for fractional shares from stock split	(2,048	)	(205	)	--	(8,049	)	--		(8,254	)
Comprehensive income:
Foreign currency translation adjustment	--		--		--	--		433,568		433,568
Hedge loss reclassified into earnings	--		--		--	--		20,548		20,548
Net income	--		--		--	12,537,806		--		12,537,806
Total comprehensive income										12,991,922
BALANCE, MAY 31, 2004	30,176,345		$ 3,017,634		$ 34,307,559	$ 55,956,052		$    (328,146	)	$ 92,953,099

See notes to consolidated financial statements

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended May 31,
	2004		2003		2002
OPERATING ACTIVITIES:
Net income	$ 12,537,806		$  14,369,757		$8,794,910
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization of property and equipment	6,014,044		5,255,526		4,494,661
Amortization of other assets and excess of cost over net
tangible assets acquired	369,361		368,374		1,620,935
Amortization of debt issue costs	245,971		449,817		620,857
Loss on debt retirements	924,344		--		--
Disposal of assets in settlement	--		--		806,108
Impairment of fixed assets	--		--		268,539
Impairment of long term investment	--		230,000		--
Deferred tax provision	1,199,353		(601,092	)	(530,583	)
Provision for doubtful accounts	206,223		641,996		819,167
Changes in operating assets and liabilities:
Accounts receivable, trade	(491,665	)	4,056,154		(6,995,826	)
Loan to officer	--		--		395,826
Income taxes	2,799,701		(78,311	)	3,605,083
Inventories	(3,322,551	)	(2,132,654	)	111,603
Other receivables	1,072,069		(1,785,881	)	--
Other current assets	321,402		(835,037	)	(288,671	)
Other long-term assets	(507,754	)	72,656		(594,604	)
Accounts payable	160,504		143,435		(285,404	)
Other current liabilities	1,054,774		(366,316	)	(302,295	)
Other long-term liabilities	76,920		505,393		549,459
Total adjustments	10,122,696		5,924,060		4,294,855
Cash provided by operating activities	22,660,502		20,293,817		13,089,765
INVESTING ACTIVITIES:
Purchases of / deposits on property and equipment	(7,106,490	)	(5,234,192	)	(3,367,016	)
Cash used in investing activities	(7,106,490	)	(5,234,192	)	(3,367,016	)

See notes to consolidated financial statements.

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

	Year Ended May 31,
	2004		2003		2002
FINANCING ACTIVITIES:
Borrowings, net of repayments under line of credit agreements	$          69,940		$    (3,351,534	)	$    (496,403	)
Borrowings of long-term debt	12,000,000		--		--
Repayments of long-term debt and capital leases	(26,472,874	)	(11,378,290	)	(10,978,379	)
Borrowings, net of repayments of long-term debt to related party	--		--		(349,654	)
Proceeds from exercise of stock options and warrants	3,299,116		7,865,001		2,816,097
Payment of cash dividends	(8,254	)	--		--
Payment of debt issue costs	(153,080	)	(1,050,000	)	(763,862	)
Cash used in financing activities	(11,265,152	)	(7,914,823	)	(9,772,201	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	224,905		25,955		937,495
INCREASE IN CASH
AND CASH EQUIVALENTS	4,513,765		7,170,757		888,043
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR	11,183,317		4,012,560		3,124,517
CASH AND CASH EQUIVALENTS
AT END OF YEAR	$ 15,697,082		$  11,183,317		$ 4,012,560
Non-cash investing and financing activities:
Capital lease obligations	$      938,847		$      695,357		$    419,811
CASH PAID DURING THE YEAR FOR:
Interest	$   1,368,237		$   2,525,472		$ 3,397,409
Income taxes	4,655,915		6,950,840		663,252

See notes to consolidated financial statements.

IMMUCOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business – The Company’s principal business activities are the development, manufacture and marketing of immunological diagnostic medical products. The Company operates facilities in North America and Europe.

Consolidation Policy – The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries (see Note 14 of the consolidated financial statements). All significant inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Reclassifications– Certain prior year balances have been reclassified to conform to the current year presentation.

Stock-Based Compensation – The Company grants stock options for a fixed number of shares to employees with an exercise price equal to the fair value of the shares at the date of the grant. The Company accounts for stock option grants in accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees, and accordingly does not recognize compensation expense for the stock option grants.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure – an amendment of FASB Statement No. 123. This Statement provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The following table illustrates the effect on net income and earnings per share as if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation.

	For the year Ended May 31,
	2004	2003	2002
Net income as reported	$     12,537,806	$    14,369,757	$   8,794,910
Deduct total stock-based employee compensation expense determined
under fair value based methods for all awards, net of taxes	1,111,142	1,317,804	1,014,068
Pro forma net income	$     11,426,664	$    13,051,953	$   7,780,842
Earnings per share as reported:
Per common share	$0.42	$0.51	$0.36
Per common share-assuming dilution	$0.40	$0.47	$0.34
Pro forma earnings per share:
Per common share	$0.39	$0.46	$0.32
Per common share-assuming dilution	$0.36	$0.43	$0.30

Concentration of Credit Risk – At May 31, 2004 and 2003, the Company’s entire cash balance of $15,697,082 and $11,183,317, respectively, was on deposit with high quality financial institutions, located primarily in the U.S. and Italy.

The Company obtains raw materials from numerous outside suppliers. The Company is not dependent on any single supplier other than certain instrumentation manufacturers (see Note 11 of the consolidated financial statements) and the joint manufacturer of some of the Company’s monoclonal antibody-based products. The Company believes that its business relationships with its suppliers are excellent.

Certain of the Company’s products are derived from blood having particular or rare combinations of antibodies or antigens that are found in a limited number of individuals. The Company to date has not experienced any major difficulty in obtaining sufficient quantities of such blood for use in manufacturing its products, but there can be no assurance that the Company will always have available to it a sufficient supply of such blood.

At May 31, 2004 and 2003, the Company’s accounts receivable balance of $26,533,796 and $25,693,973, respectively, was 59% and 60% of foreign origin, predominantly European. Some European countries require longer payment terms as a part of doing business. This may subject the Company to a higher risk of uncollectiblity. Consideration of this risk is made when the allowance for doubtful accounts is evaluated. The Company generally does not require collateral from its customers. For certain customers who routinely take longer than one year to pay, the Company discounts these receivables using a 4% effective interest rate over the historical collection period. This discount reduces revenue and accounts receivable. As collection occurs, the Company recognizes interest income.

Factoring of accounts receivable is an additional method used by the Company to mitigate the risk of uncollectibility. When an account is factored, the balance of the account is classified as other receivable on the consolidated balance sheet and the factoring fee, which in effect represents a discount on the related accounts receivable at an effective interest rate of approximately 4%, is charged against revenues on the consolidated statement of operations.

Cash and Cash Equivalents – The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash and cash equivalents.

Inventories– Inventories are stated at the lower of first-in, first-out cost or market. Cost includes material, labor and manufacturing overhead. The Company uses a standard cost system as a tool to monitor production efficiency. The standard cost system applies estimated labor and manufacturing overhead factors to inventory based on budgeted production and efficiency levels, staffing levels and costs of operation, based on the experience and judgment of management. Actual costs and production levels may vary from the standard and are charged to the consolidated statements of operations as a component of cost of sales. Since U.S. generally accepted accounting principles require that the standard cost approximate actual cost, periodic adjustments are necessary. The provision for obsolete inventory is reviewed on a quarterly basis. All finished good reagent products with less than six months dating are written down to zero. Any raw, intermediate, or finished product that has been quarantined because it has failed quality control, needs to be reworked, or is past its expiration date is written off. Should the product be successfully reworked and pass final quality control checks it is then re-valued at its standard cost. Obsolete and quarantined inventory is physically segregated from useable and saleable inventory and destroyed according to regulatory and fiscal guidelines. No material changes have been made to the inventory policy during fiscal 2004, 2003 or 2002.

Interest Rate Swap – The Company uses interest rate swaps to hedge interest rate risk associated with the cash flows of some of its borrowings. Any differences paid or received on interest rate swap agreements are recognized as adjustments to interest expense as incurred, thereby adjusting the effective interest rate on the underlying obligation. The Company has established strict counter-party credit guidelines and only enters into transactions with financial institutions of investment grade or better. As a result, the Company estimates the risk of counter-party default to be minimal. Effective June 1, 2001, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 requires the Company to recognize all derivatives on the balance sheet at fair value, based on dealer quotes. For derivatives designated as hedges, the change in the fair value of the derivative will either be offset against the change in the fair value of the hedged asset, liability, or firm commitment through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion, as determined by comparing the terms of the interest rate swap agreements and their designated debt instruments, of a derivative’s change in fair value will be immediately recognized in earnings. Prior to the adoption of SFAS No. 133, the fair values of the interest rate swaps were not recognized in the financial statements. As of May 31, 2004 and 2003, the Company’s swap balance of $156,965 and $422,677, respectively, was included in other liabilities. See Note 3 of the consolidated financial statements.

Fair Value of Financial Instruments – The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, long-term investment and accounts payable approximate their fair values. The fair values of the Company’s long-term debt approximate the reported amounts in the accompanying consolidated balance sheets as their interest rates approximate the May 31, 2004 and 2003 market rates for similar debt instruments.

Property, Plant and Equipment – Property, plant and equipment is stated at cost less accumulated depreciation. Expenditures for replacements are capitalized, and the replaced items are retired. Normal maintenance and repairs are charged to operations. Major maintenance and repair activities that significantly enhance the useful life of the asset are capitalized. Gains and losses from the sale of plant assets are included in income. Depreciation is computed using the straight-line method over the estimated lives of the related assets ranging from three to 30 years. Certain internal and external costs incurred in the development of computer software for internal use are capitalized and included in property, plant and equipment in accordance with Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.

Excess of Cost Over Net Assets Acquired – Excess of cost over net assets acquired comprises the cost of purchased businesses in excess of values assigned to net tangible assets received, and was being amortized using the straight-line method over 20 to 30 years. Accumulated amortization at May 31, 2004 and 2003 was $7,255,000 and $7,463,000 respectively. Effective June 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets. Under Statement 142, goodwill and indefinite lived intangible assets are no longer amortized but are reviewed annually for impairment, or more frequently if impairment indicators arise. Intangible assets that have finite lives are continuing to be amortized over their useful lives. The Company believes that the carrying value of the recorded long-lived assets is not impaired.

Long-Term Investment and Other Long-Lived Assets – The long-term investment, representing an initial $1.0 million common stock investment in Lionheart Technologies, Inc. acquired in April 1992, is accounted for using the cost method of accounting. Bio-Tek Instruments, Inc. (see Note 11 of the consolidated financial statements) is a wholly owned subsidiary of Lionheart Technologies, Inc.

The Company evaluates long-lived assets for impairment when events and circumstances indicate that the assets might be impaired and records an impairment loss if the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. The impairment loss recognized is equal to the difference between the undiscounted cash flows and the carrying amount of the assets. In fiscal 2003, the Company evaluated the carrying value of the long-term investment in Lionheart Technologies and estimated that the undiscounted cash flows indicated impairment. An impairment loss of $230,000 was charged to other expense on the consolidated statement of operations. In fiscal 2002, the Company evaluated the carrying value of the DIAS Plus instruments included in property, plant and equipment and estimated that the undiscounted cash flows indicated an other-than-temporary impairment. An impairment loss of approximately $270,000 was charged to cost of sales on the consolidated statement of operations. The settlement of a contractual dispute with Becton, Dickinson resulted in impairment in asset value of approximately $0.8 million related to IMAGN and was netted against the settlement from Becton, along with $51,000 in instrument financing settlement fees, in other income on the consolidated statement of operations for fiscal 2002.

Deferred Costs – Deferred licensing costs primarily consist of distribution rights for the Company’s complete line of reagents purchased from its Canadian distributor, Immucor Canada, Inc., on September 1, 1998, and are being amortized using the straight-line method over ten years. The remaining balance is attributed to license fees for cell lines acquired in the purchase of Gamma Biologicals, Inc. (“Gamma”). Once a product is developed from a cell line, the related license fee is amortized over the term of the respective agreement, generally five years. Accumulated amortization related to deferred licensing costs at May 31, 2004 and 2003 was $1.5 million and $1.2 million, respectively.

Costs and fees associated with the Company’s bank line of credit agreements and debt obligations are included in other assets in the accompanying consolidated balance sheets and are amortized over the term of the related debt agreements. During fiscal 2002, the Company incurred $950,000 in deferred financing costs associated with obtaining a waiver to certain loan covenant violations as of May 31, 2001. In the third quarter of fiscal 2004, the Company wrote off $924,000 in unamortized deferred financing costs as a result of the repayment and cancellation of the associated debt. During the last half of fiscal 2004, an additional $132,000 in deferred financing costs were recorded, associated with the Company’s new credit facility with SunTrust Bank (see Note 3 of the consolidated financial statements). Total net deferred loan costs as of May 31, 2004 and 2003 were approximately $0.1 million and $1.2 million, respectively. Amortization of these deferred financing costs is included in interest expense in the consolidated statements of operations. Amortization related to deferred costs totaled approximately $246,000, $450,000 and $621,000 for the years ended May 31, 2004, 2003 and 2002, respectively.

Foreign Currency Translation – The financial statements of foreign subsidiaries have been translated into U.S. dollars in accordance with SFAS No. 52, Foreign Currency Translation. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet dates. Income statement amounts have been translated using the average exchange rates for each year. The gains and losses resulting from the changes in exchange rates from year to year have been reported separately as a component of comprehensive income. The effect of foreign currency transaction gains and losses has been recorded in the accompanying statements of operations. In 2004, 2003, and 2002 the Company recorded foreign currency transaction gains (losses) of approximately $491,000, $697,000, and $(445,000), respectively. For fiscal 2004, the fluctuation of the Euro weighted average exchange rate increased net sales by approximately $4.3 million. A ten percent change in the year-to-date weighted average Euro exchange rate would have had the effect of increasing or decreasing net sales by approximately $3.0 million.

Revenue Recognition – The Company recognizes revenue when the following four basic criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectibility is reasonably assured. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected. Revenue from the sale of the Company’s reagents in the U.S. market is recognized upon shipment when both title and risk of loss transfers to the customer upon shipment. Revenue from the sale of the Company’s reagents in the export market is recognized FOB customs clearance when both title and risk of loss transfers to the customer. Revenue from the sale of the Company’s medical instruments is recognized upon shipment and completion of contractual obligations relating to training and/or installation based on terms of the related agreements. Revenue from rentals of the Company’s medical instruments is recognized over the life of the rental agreement. Instrument service contract revenue is recognized over the life of the contract.

In some situations, the Company sells an instrument to a third-party leasing company without recourse, and receives full cash payment for the instrument upon receipt of the ultimate customer’s signed delivery and acceptance. In certain limited situations involving third party lease arrangements, the Company enters into a repurchase agreement whereby if the ultimate customer terminates the lease, the Company agrees to repurchase the instrument for an amount equal to the remaining unpaid lease payments owed to the third party leasing company. In these limited situations, the Company defers the revenue related to the sale, along with corresponding direct and incremental cost of sales, and subsequently recognizes the revenue over the lease term as the lease payments are made to the third party leasing company and it is clear that the ultimate customer has not terminated the related lease.

The Company adopted Emerging Issues Task Force (“EITF”) Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables, for agreements entered into beginning in the second quarter of fiscal year 2004. The Company’s medical instrument sales contracts involve multiple deliverables, including the sale or rental of an instrument (including training and installation), the subsequent servicing of the instrument during the first year, and reagent products provided to the customer during the validation period. The portion of the instrument sales price applicable to the instrument itself (including training and installation), which is determined based on fair value, is recognized upon shipment and completion of contractual obligations relating to training and/or installation based on the terms of the related agreement. The portion of the sales price applicable to reagent products provided to the customer during the validation period, based on fair value, are recognized when the instrument itself is recognized as generally such recognition occurs when the validation period is completed. The portion of the sales price applicable to servicing the instrument during the first year, based on fair value, is deferred and recognized over the first year of the contract. The allocation of the total consideration received based on the estimated fair value of the units of accounting requires judgment by management.

Shipping and Handling Revenues and Costs – The amounts charged to customers for shipping and handling of orders are classified as revenue and reported in the statement of operations as net sales as invoiced. The cost of handling customer orders and the cost of shipments are reported in the operating cost section of the statement of operations as distribution expense as incurred. The cost of handling customer orders and the cost of shipments were approximately $8.5 million, $7.0 million and $6.6 million for the years ended May 31, 2004, 2003 and 2002, respectively.

Earnings Per Share – All earnings per share amounts reflect the July 2004, November 2003 and September 2002 three-for-two stock splits. See Note 7 of the consolidated financial statements.

Accounts Receivable, Trade – Trade receivables at May 31, 2004, totaling $26.5 million, and at May 31, 2003, totaling $25.7 million, are net of allowances for doubtful accounts of $1.3 million and $1.7 million, respectively. The allowance for doubtful accounts consists of a reserve based on historical collection experience of third-party receivables, as well as a specific reserve principally calculated based on the application of estimated loss percentages to delinquency aging totals based on how recently payments have been received. The Company continually monitors the collectibility of its customer accounts and when indications arise that an amount is not likely to be collected, the amount is charged to the allowance for doubtful accounts.

Advertising Costs – The amounts for advertising are expensed as incurred and are classified as selling and marketing operating expenses. Advertising expense was $0.7 million, $0.4 million, and $0.3 million for the years ended May 31, 2004, 2003 and 2002, respectively.

Impact of Recently Issued Accounting Standards – In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations (“SFAS No. 143”). SFAS No. 143 applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset. For the purposes of Statement 143, a legal obligation is an obligation that a party is required to settle as a result of an existing or enacted law, statute, ordinance, or written or oral contract or that are based on a promise and an expectation of performance. Statement 143 is effective for financial statements for fiscal years beginning after June 15, 2002. The Company adopted SFAS No. 143 effective June 1, 2003 without impact on its financial position or results of operations.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities (“SFAS No. 146”), which addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (“EITF”) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including certain costs incurred in a restructuring). The provisions of SFAS No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002. At adoption on January 1, 2003, SFAS No. 146 did not have a significant impact on the Company’s consolidated statements of operations or financial position. The Company does not have any in-process or planned exit or disposal activities as of May 31, 2004.

In November 2002, the FASB issued Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees (“FIN No. 45”). FIN No. 45 requires a guarantor to recognize, at the inception of a guarantee, a liability for the fair value of the obligation it has undertaken in issuing the guarantee. The Company applies FIN No. 45 to guarantees, if any, issued or modified after December 31, 2002. FIN No. 45 also requires guarantors to disclose certain information for guarantees, including product warranties, outstanding at the end of interim periods ending after December 15, 2002. At adoption, FIN No. 45 did not have a significant impact on the Company’s consolidated statements of operations or financial position. The Company does not have any material warranty obligations or other guarantees as of May 31, 2004.

In November 2002, the Emerging Issues Task Force reached a consensus on Issue No. 00-21, Revenue Arrangements with Multiple Deliverables (“EITF 00-21”). The Issue addresses certain aspects of the accounting for arrangements under which a vendor will perform multiple revenue-generating activities. EITF 00-21 addresses when a revenue arrangement with multiple deliverables should be divided into separate units of accounting and, if separation is appropriate, how the arrangement consideration should be allocated to the identified accounting units. The Company adopted the provisions of EITF 00-21 effective September 1, 2003, without material impact on its consolidated statements of operations or financial position.

See Stock-Based Compensation above for a discussion of SFAS No. 148, Accounting for Stock-Based Compensation –Transition and Disclosure – an amendment of FASB Statement No. 123.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin (ARB) No. 51(“FIN No. 46”). FIN No. 46 requires certain variable interest entities, or VIEs, to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN No. 46 is effective for all VIEs created or acquired after January 31, 2003. For VIEs created or acquired prior to February 1, 2003, the provisions of FIN No. 46 must be applied for the first interim or annual period beginning after March 15, 2004. The Company does not expect that the adoption of FIN No. 46 will have a material impact on its consolidated statements of operations or financial position.

In April 2003, the FASB issued SFAS No. 149,Amendments of Statement 133 on Derivative Instruments and Hedging Activities (“SFAS No. 149”). SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain instruments embedded in other contracts and for hedging activities under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. This statement requires that contracts with comparable characteristics be accounted for similarly. In particular, this statement clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative, clarifies when a derivative contains a financing component, amends the definition of an underlying hedged risk to conform to language used in FIN No. 45 and amends certain other existing pronouncements. This statement, the provisions of which are to be applied prospectively, is effective for contracts entered into or modified after June 30, 2003. The adoption of SFAS No. 149, on July 1, 2003, did not a material impact on the Company’s consolidated statements of operations or financial position.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“SFAS No. 150”). SFAS No. 150 establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires that an issuer classify a financial instrument that is within SFAS No. 150‘s scope as a liability (or an asset in some circumstances) because that financial instrument embodies an obligation of the issuer. Many of those instruments were previously classified as equity. SFAS No. 150 requires an issuer to classify the following instruments as liabilities (or assets in some circumstances): mandatorily redeemable financial instruments; obligations to repurchase the issuer’s equity shares by transferring assets; and certain obligations to issue a variable number of its equity shares. SFAS No. 150 is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise shall be effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS No. 150 on September 1, 2003, did not have a material effect on the Company’s consolidated statements of operations or financial position.

2. BALANCE SHEET DETAIL

	May 31,
		2004		2003
Inventories:
Raw materials and supplies		$   5,204,792		$   5,894,757
Work in process		3,471,433		2,190,499
Finished goods and goods purchased for resale		11,484,633		8,835,960
		$ 20,160,858		$ 16,921,216
Property, plant and equipment:
Land		$      357,778		$      356,656
Buildings and improvements		7,452,252		6,830,566
Leasehold improvements		3,497,954		3,419,246
Furniture and fixtures		2,632,609		2,165,558
Machinery and equipment		29,249,848		24,180,716
		43,190,441		36,952,742
Less accumulated depreciation		(22,983,881	)	(18,190,562	)
Property, plant and equipment - net		20,206,560		18,762,180
Assets under capital lease:
Furniture and fixtures		144,913		144,150
Machinery and equipment		4,601,002		3,568,490
		4,745,915		3,712,640
Less accumulated depreciation		(2,106,117	)	(1,423,585	)
Assets under capital lease - net		2,639,798		2,289,055
Property, plant and equipment - net		$ 22,846,358		$ 21,051,235

3. BANK LINE OF CREDIT AGREEMENTS AND DEBT OBLIGATIONS

	May 31,
	2004		2003
Primary Obligations
Term Loan (interest rate ranging from LIBOR plus 1.0% to LIBOR plus      1.75% maturing December 2006)	$  11,000,000		$                  --
Term Loan A (Acquisition term note) (interest rates ranging from      LIBOR plus 2.0% to LIBOR plus 2.75% repaid in December 2003)	--		13,750,000
Term Loan B (Additional term loan) (interest rate ranging from      LIBOR plus 2.5% to LIBOR plus 3.25% repaid in December 2003)	--		6,000,000
Revolving line of credit - Canadian subsidiary (denominated in      Canadian dollars with interest rate ranging from LIBOR plus 2.0%      to LIBOR plus 3.25% repaid by December 2003)	--		2,224,329
Secondary Obligations
Line of credit - Spanish subsidiary (denominated in Euros at an interest rate      of 4.5% maturing in March 2005)	146,765		1,930,521
Line of credit - Spanish subsidiary (denominated in Euros at an interest rate      of EURIBOR plus 0.45% maturing in June 2005)	146,610		141,131
Mortgage note payable - Belgian subsidiary (denominated in Belgian Francs       at an interest rate of 6.25% maturing in November 2007)	165,201		206,643
	11,458,576		24,252,624
Less current portion	(5,190,215	)	(6,977,716	)
	$  6,268,361		$ 17,274,908

Primary Obligations

On December 18, 2003 the Company obtained a new $27.0 million secured credit facility with SunTrust Bank. Proceeds of these borrowings were primarily used to repay the Company’s previous arrangement with Wachovia Bank (which was cancelled upon repayment). The new credit facility matures in December 2006 and is comprised of a $15.0 million revolver and a $12.0 million term loan. The term loan is payable in quarterly installments of $1.0 million. The term loan and the revolver bear interest of LIBOR plus additional percentage points ranging from 1.0% to 1.75%, or SunTrust Bank prime rate plus (or minus) additional percentage points ranging from (0.5%) to 1.0% based on certain calculations as defined in the Loan Agreement. The loans are collateralized by the capital stock of all of the Company’s subsidiaries. The Company recorded a non-cash, pre-tax charge of $924,000 in the third quarter to write off unamortized deferred financing charges related to its previous credit facility.

At May 31, 2004, there was $15.0 million in funds available under the U.S. line of credit. The commitment fee on the unused borrowings is 0.125%.

During fiscal 2004, the Company paid the $13.8 million balance on Term Loan A, the $6.0 million balance on Term Loan B, and the $2.2 million balance on the Canadian revolving line of credit, and retired the Spanish line of credit amounting to $1.9 million. The Company also paid $1.0 million on the new credit facility with SunTrust Bank.

The Company’s agreement with its principal lender contains certain financial and other covenants that, among other things, limit annual capital expenditure, limit payment of cash dividends and the repurchase of stock, limit the incurrence of additional debt, and require the maintenance of certain financial ratios.

At the inception of the original acquisition Term Loan A in October 1998, the Company entered into an interest rate swap agreement with an effective date of December 1, 1998, for a notional amount of $15.0 million, which amortizes over the life of the instrument, also maturing December 2005. This transaction effectively converted Term Loan A’s floating rate to a fixed rate of 5.33% on a portion of the principal balance of $15.0 million at inception. The fair value of the interest rate swap agreement was $157,000 at May 31, 2004. The fair value of the interest rate swap agreement represents the estimated receipts or payments that would be made to terminate the agreement and is included with other long-term liabilities on the balance sheets. At the inception of the original Canadian revolving line of credit in December 1996, the Company simultaneously entered into an interest rate swap agreement with a notional amount of $2,338,166 ($3,500,000 CDN$). This transaction effectively converted the revolver’s floating rate to a fixed rate of 6.6375% on the principal balance of $2,338,166. The Canadian swap agreement matured in December 2001. Effective June 1, 2001, the Company adopted SFAS No. 133. The cumulative effect of the adoption of SFAS No. 133 resulted in a comprehensive loss for fiscal 2002 (a component of Shareholders’ Equity on the balance sheet) of approximately $103,000, net of $26,000 in income taxes, relating to the interest rate swap agreements. Since the swap agreement related to the Canadian line of credit matured in December 2001, an adjustment of approximately $15,000 was made to comprehensive loss and reclassified to earnings as interest expense in fiscal 2002. Due to the ineffectiveness of the swap related to the U.S. loan, approximately $20,500 and $20,500 was reclassified from comprehensive loss to earnings as interest expense for the years ended May 31, 2004 and 2003, respectively, and approximately $266,000 and $53,000 was charged directly to interest expense for the years ended May 31, 2004 and 2003, respectively. The remaining balance of approximately $31,000 will be amortized over the remaining term of the loan.

Secondary Obligations

At May 31, 2004, the Company had approximately $270,000 in funds available under the Spanish line of credit agreements. At May 31, 2004, the Italian subsidiary had available borrowing capacity of $1,321,809 under a line of credit.

Upon the acquisition of Medichim, the Company assumed a mortgage note that is collateralized by a first lien on Medichim’s land and building. The approximate carrying value of the land and building is $645,000. Medichim also has $606,000 in line of credit agreements denominated in Euro with one Belgian bank. At May 31, 2004, the Company had $606,000 available under these line of credit agreements, which are guaranteed by the Company.

Aggregate maturities of all long-term obligations and lines of credit for each of the next five years are as follows:

Year Ending May 31:
2005	$   5,190,215
2006	4,188,457
2007	2,044,577
2008	35,327
	$ 11,458,576

4. CAPITAL LEASE OBLIGATIONS

	May 31,
	2004		2003
Manufacturing equipment, bearing interest at rates ranging from 5.46% to 9.89%       and with maturities ranging from April 2003 to September 2005	$        9,404		$ 268,775
Office furniture and build-outs for facility expansion, bearing interest at rates       ranging from 5.6% to 7.63% and with maturities ranging from January 2003       to December 2004	17,049		44,572
Machinery and equipment related to the telephone system bearing an interest rate      of 7.93% with maturities ranging from January 2004 to December 2008	147,491		--
Instruments at customer sites - German subsidiary, bearing interest at 2.2% and      with maturity dates ranging from April 2005 to October 2005	95,527		168,853
Instruments at customer sites - Spanish subsidiary, bearing interest at 5.18% and      with maturity dates ranging from June 2008 to April 2009	934,921		--
Instruments at customer sites - Italian subsidiary, bearing interest rates ranging      from 2.5% to 2.75% and with maturities ranging from July 2004 to April 2006	395,548		758,946
Enterprise resource planning (ERP) computer system and related equipment,      bearing interest at rates ranging from 2.21% to 8.23% and with maturities      ranging from January 2003 to December 2005. Repaid in fiscal 2004	--		455,302
Office equipment, bearing interest at rates ranging from 4.54% to 10.5% and with      maturities ranging from December 2003 to December 2005. Repaid in fiscal 2004	--		157,399
Instruments and computer equipment - Belgian subsidiary, denominated in      Belgian Francs bearing interest at rates ranging from 5.03% to 10.29% and       with maturity dates ranging from November 2002 to April 2004	--		19,487
Computer equipment and leasehold improvements--Spanish subsidiary, bearing      interest at 5.25% and maturing in November 2004	--		18,129
	1,599,940		1,888,463
Less current portion	(652,363	)	(931,934	)
	$  947,577		$  956,529

All of the above capital lease obligations are collateralized by the indicated assets. Amortization on related assets is included in depreciation expense.

Aggregate maturities of capital leases for each of the next five years are as follows:

Year Ending May 31:
2005	$    652,363
2006	362,299
2007	249,760
2008	252,501
2009	83,017
	$ 1,599,940

Total imputed interest to be paid out under existing capital leases as of May 31, 2004 is $66,109.

5. COMMON STOCK

Immucor distributed a three-for-two stock split, effected in the form of a 50% stock dividend on September 13, 2002 to shareholders of record on August 26, 2002, which resulted in the issuance of 4,128,630 shares of common stock. Immucor distributed a three-for-two stock split, effected in the form of a 50% stock dividend on November 14, 2003 to the shareholders of record on October 24, 2003, which resulted in the issuance of 6,542,601 shares of common stock, net of 2,048 fractional shares for which cash dividends were paid. On June 1, 2004, the Board of Directors approved a three-for-two stock split, effected in the form of a 50% stock dividend, to shareholders of record as of the close of business on June 30, 2004. The stock split was distributed on July 16, 2004 and increased the number of shares outstanding by 10,066,940, net of 326 fractional shares for which cash dividends were paid. The stock splits were the fourth, fifth and sixth for the Company since its initial public offering in December 1985. Previously, the Company implemented a three-for-two split in 1991, a five-for-four split in 1990, and a five-for-four split in 1987. All share and per share amounts disclosed in this document have been restated to reflect the impact of the above stock splits.

At May 31, 2004, shares of common stock reserved for future issuance are 3,618,782.

In connection with the acquisition of Medichim, S.A. and Immunochim, s.a.r.l., the Company issued to the seller an option to acquire, in whole or in part, 337,500 shares of Immucor stock at $2.65 per share in a transaction exempt under Section 4(2) of the Securities Act. The 337,500 options became exercisable at the rate of 33% per year commencing March 2001, expire in fiscal year 2010, and were valued at $310,000 at the date of the acquisition and included in goodwill. During June 2002, all 337,500 options were fully exercised.

As part of the acquisition of Dominion Biologicals, Limited, in December 1996, the Company issued to the sellers five- and ten-year warrants to acquire, in whole or in part, 1,614,656 and 506,250 shares of Immucor stock at $3.56 and $3.55 per share, respectively. These warrants became exercisable one year after the issuance date, with the five-year warrants expiring in December 2001 unexercised and the ten-year warrants expiring in 2006. Immucor filed a registration statement on Form S-3 in May 1999 with the Securities and Exchange Commission covering the issuance of the shares to be issued upon exercise of these warrants. As of May 31, 2004, all 506,250 of the ten-year warrants had been exercised and none were outstanding.

The Company has a Shareholders’ Rights Plan under which one common stock purchase right is presently attached to and trades with each outstanding share of the Company’s common stock. The rights become exercisable and transferable apart from the common stock ten days after a person or group, without the Company’s consent, acquires beneficial ownership of, or the right to obtain beneficial ownership of, 15% or more of the Company’s common stock or announces or commences a tender offer or exchange offer that could result in at least 15% ownership. If a person or a group acquires at least 15% ownership, except in a transaction approved by the Company under the rights plan, then each right not owned by the acquirer or related parties will entitle its holder to purchase, at the right’s exercise price, common stock or common stock equivalents having a market value immediately prior to the triggering of the right of twice that exercise price. In addition, after an acquirer obtains at least 15% ownership, if the Company is involved in certain mergers, business combinations, or asset sales, each right not owned by the acquirer or related persons will entitle its holder to purchase, at the right’s exercise price, shares of common stock of the other party to the transaction having a market value immediately prior to the triggering of the right of twice that exercise price. Once exercisable, each right entitles the holder to purchase 3.4 shares of the Company’s common stock at an exercise price of $45, subject to adjustment to prevent dilution. The rights have no voting power and, until exercised, no dilutive effect on net income per common share. The rights expire on April 20, 2009, and in most cases are redeemable at the discretion of the Board of Directors at $0.01 each. All reservations of shares of common stock for purposes other than the rights plan shall take precedence and be superior to any reservation of shares in connection with or under the rights plan.

The Company instituted a repurchase program in June of 1998 for up to 2,700,000 shares, of which 2,416,500 shares had been purchased prior to fiscal 2004, leaving 283,500 shares available for repurchase. On June 1, 2004, the Board of Directors authorized the Company to repurchase up to an additional 300,000 shares of its common stock. The Company’s repurchase program does not have an expiration date.

6. STOCK OPTIONS

All references to historical awards, outstanding awards and availability of shares for future grants under Immucor’s stock plans, as described below, and related prices per share have been restated, for comparability purposes, to reflect the three-for-two stock splits distributed in July 2004, November 2003 and September 2002.

The Company has various stock option plans that authorize the Company’s Stock Option Committee to grant employees, officers and directors options to purchase shares of the Company’s common stock. Exercise prices of stock options are determined by the Stock Option Committee and have been the fair market value at the date of the grant.

The Company’s 1990 Stock Option Plan authorizes the grant of options to employees, officers and directors for up to 2,531,250 shares of the Company’s common stock. All options have 10-year terms and vest and become fully exercisable 50% at the end of two years, 25% at the end of three years, and 25% at the end of four years of continued employment.

The Company’s 1995 Stock Option Plan authorizes the grant of options to employees, officers and directors for up to 3,568,124 shares of the Company’s common stock including an amendment by the Board of Directors in fiscal 2003 to increase shares allocated. All options have 10-year terms and vest and become fully exercisable 50% at the end of two years, 25% at the end of three years, and 25% at the end of four years of continued employment.

The Company’s 1998 Non-Incentive Stock Option Plan authorizes the grant of options to employees, officers and directors for up to 3,375,000 shares of the Company’s common stock. All options have 10-year terms and vest and become fully exercisable 50% at the end of two years, 25% at the end of three years, and 25% at the end of four years of continued employment.

The Company’s 2003 Non-Incentive Stock Option Plan authorizes the grant of options to employees, officers and directors for up to 600,000 shares of the Company’s common stock. All options have 10-year terms and vest and become fully exercisable 50% at the end of two years, 25% at the end of three years, and 25% at the end of four years of continued employment.

The Company has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, (“APB 25”) and related Interpretations in accounting for its employee stock options because the alternative fair value accounting provided for under SFAS No. 123, Accounting for Stock-Based Compensation, requires use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized.

Pro forma information regarding net income and earnings per share is required by SFAS No. 123, which also requires that the information be determined as if the Company has accounted for its employee stock options granted subsequent to June 1, 1995 under the fair value method of that Statement. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting periods. The fair value for these options was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions:

	2004		2003		2002
Risk-free interest rate	3	.68%	3	.93%	5	.37%
Expected life (years)	8	.0	8	.0	8	.0
Expected volatility	68	.6%	71	.4%	74	.9%
Expected dividend yield	0	.0%	0	.0%	0	.0%

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because Immucor’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimates, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. See Note 1 of the consolidated financial statements for pro forma presentation.

The Company is authorized to issue up to 3,618,782 shares of its Common Stock under various employee and director stock option arrangements. Options granted under these plans become exercisable at various times and, unless exercised, expire at various dates through fiscal 2014. Transactions involving these stock option arrangements are summarized as follows:

		Range	Weighted Average
		of Exercise	Exercise
	Shares	Prices	Price
Outstanding at May 31, 2001	5,170,079	$ 0.75  --  $  4.55	$ 2.39
Granted	2,423,250	$ 0.79  --  $  5.01	$ 1.91
Exercised	(1,303,234)	$ 1.78  --  $  4.30	$ 2.29
Forfeited	(184,322)	$ 0.79  --  $  4.30	$ 2.65
Outstanding at May 31, 2002	6,105,773	$ 0.75  --  $  5.01	$ 2.21
Granted	179,438	$ 5.59  --  $  9.90	$  7.25
Exercised	(2,257,560)	$ 0.89  --  $  4.30	$  2.30
Forfeited	(61,335)	$ 0.83  --  $  3.67	$  2.03
Outstanding at May 31, 2003	3,966,316	$ 0.75  --  $  9.90	$  2.40
Granted	687,435	$ 9.15  --  $14.85	$13.17
Exercised	(1,196,971)	$ 0.75  --  $  4.55	$  2.19
Forfeited	(75,323)	$ 0.80  --  $  9.90	$  3.07
Outstanding at May 31, 2004	3,381,457	$ 0.75  --  $14.85	$  4.66

At May 31, 2004, 2003 and 2002, options for 1,323,092, 1,235,745 and 2,858,710 shares of common stock, respectively, were exercisable, at weighted average exercise prices of $2.42, $2.67 and $2.42, respectively. At May 31, 2004, 237,325 shares of common stock were available for future grants. The weighted average grant date fair value of options granted during fiscal 2004, 2003 and 2002 were $9.69, $7.50 and $1.54, respectively.

The following table as of May 31, 2004 sets forth by group of exercise price ranges, the number of shares, weighted average exercise prices and weighted average remaining contractual lives of options outstanding, and the number and weighted average exercise prices of options currently exercisable.

				Options Outstanding					Options Exercisable
					Weighted		Weighted			Weighted
Range of				Number	Average		Average		Number	Average
Exercise				of	Exercise		Contractual		of	Exercise
Prices				Shares	Price		Life (Years)		Shares	Price
$ 0	.00	$ 2	.00	1,660,875	$ 1	.81	6	.90	559,377	$ 1	.87
2	.01	4	.00	810,794	2	.74	4	.80	738,238	2	.75
4	.01	11	.00	316,853	7	.47	8	.50	25,477	4	.81
11	.01	16	.00	592,935	13	.64	9	.70	-	0	.00
				3,381,457	$  4	.66	7	.04	1,323,092	$ 2	.42

7. EARNINGS PER SHARE

The following table sets forth the computation of earnings per common share and common share – assuming dilution in accordance with SFAS No. 128, Earnings per Share. Immucor distributed a three-for-two stock split, effected in the form of a 50% stock dividend on July 16, 2004 to shareholders of record on June 30, 2004. Immucor distributed a three-for-two stock split, effected in the form of a 50% stock dividend on November 14, 2003 to the shareholders of record on October 24, 2003. The Company distributed a three-for-two stock split on September 13, 2002 to shareholders of record on August 26, 2002. The split was effected in the form of a 50% stock dividend. All share and per share amounts disclosed in this document have been restated to reflect these stock splits.

	For the year Ended May 31,
	2004	2003	2002
Numerator for basic and diluted earnings per share:
Net income	$ 12,537,806	$ 14,369,757	$ 8,794,910
Denominator:
For basic earnings per share - weighted average shares	29,505,115	28,202,603	24,658,355
Effect of dilutive stock options and warrants	1,824,184	2,112,092	1,111,250
Denominator for diluted earnings per share -
Adjusted weighted-average shares	31,329,299	30,314,695	25,769,605
Earnings per common share	$           0.42	$           0.51	$         0.36
Earnings per common share - assuming dilution	$           0.40	$           0.47	$         0.34

The effect of 580,335, 11,250 and 4,387,733 out-of-the-money options and warrants were excluded from the above calculation, as inclusion of these securities would be anti-dilutive, for the years ended May 31, 2004, 2003 and 2002, respectively.

8. COMMITMENTS AND CONTINGENCIES

         Lease Commitments

The Company leases domestic office and warehouse facilities under an operating lease agreement expiring in 2008 with a right to renew for an additional five years. The Company leases foreign office and warehouse facilities and automobiles under operating lease agreements expiring at various dates through 2009. Total rental expense, principally for office and warehouse space, was $1,896,000 in fiscal 2004, $1,156,000 in fiscal 2003 and $1,154,000 in fiscal 2002.

In Germany, the office facility is leased from a company owned by the family of a former officer. Rental payments under this lease were $244,000, $170,000 and $159,000 for fiscal 2004, 2003 and 2002, respectively, and are believed to be at fair market value.

The following is a schedule of approximate future annual lease payments under all operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of May 31, 2004:

Year Ending May 31:
2005	$  1,566,985
2006	1,410,148
2007	1,363,763
2008	999,279
2009	665,251
Thereafter	28,790
	$ 6,034,216

The Company may, at its option, extend its office and warehouse facilities lease terms through various dates.

         Other Commitments

In January 2004, the Company entered into an instrument purchase agreement with Bio-Tek Instruments, Inc. for the development of a third generation automated assay instrument. The cost of development under this agreement totaled $0.8 million in fiscal 2004 and is expected to reach $2.8 million in fiscal 2005 before dropping to $1.5 million in fiscal 2006. Upon acceptance of the engineering model, the Company will have been deemed to issue a purchase order for 100 units. There is no minimum purchase requirement to maintain exclusivity. See Note 11 of the consolidated financials statements.

In September 1999, the Company entered into a manufacturing and development agreement with Stratec Biomedical AG (“Stratec”), headquartered in Germany. Under the agreement, Stratec has developed and manufactures the fully automated analyzer known as the Galileo™. In order to maintain exclusive European distribution rights, the Company must purchase 250 instruments by the end of fiscal 2007, the end of the five-year period beginning with the first shipment of production instruments. If the Company purchases less than 250 instruments over the period, it will be allowed to negotiate a good faith extension. The Company believes it will purchase the required number of instruments to maintain exclusivity.

The Company has outstanding purchase commitments to Serologicals, Inc., totaling approximately $8.4 million, for some of the Company’s monoclonal antibody based products to be purchased over the next four years ($2.7 million in fiscal 2005, $2.3 million in fiscal 2006, $2.2 million in fiscal 2007 and $1.2 million in fiscal 2008). The Company purchased approximately $2.5 million in monoclonal antibody based products in fiscal 2004.

In April 2003, Immucor, Inc. and Bio-Tek Instruments Inc., the manufacturer of Immucor’s ABS2000 fully automated blood bank instrument, announced the signing of an agreement with the University of Vermont to commercialize an in-vitro diagnostic test to measure platelet markers useful in anti-platelet pharmacological drug development and potentially to improve real-time treatment of cardiovascular disease. The assay will be useful in determining the risk associated with increased platelet activity (thrombotic occlusion of vessels, which can lead to a myocardial infarct) and decreased reactivity (excess bleeding) and for the prediction of coronary artery and cerebrovascular disease in patients without a previous disease history. The Company spent approximately $0.1 million in fiscal 2004 to facilitate this project and expects to spend an additional $ 50,000 in fiscal 2005.

In order to satisfy the broad spectrum of customers’ operational and financial criteria, the Company offers several instrument procurement options, including third-party financing leases, direct sales and reagent rental agreements under which the Company recovers the cost of the instrument through increased reagent pricing. In connection with certain third-party financing leases of the Company’s automated systems, the third-party lessor’s customers are committed to purchasing reagent products exclusively from the Company. If the Company is unable to supply such products, this could represent a breach of the Company’s agreement with the third-party financing company. See additional commitments in Note 11 of the consolidated financial statements.

         Contingencies

From time to time, the Company is involved in certain legal proceedings and claims which arise in the normal course of business, none of which, in the opinion of management and its counsel, are expected to have a material adverse effect on the Company’s consolidated results of operations or financial position.

9. INCOME TAXES

Sources of income before income taxes are summarized below:

	For the year Ended May 31,
	2004	2003	2002
Domestic Operations	$19,031,785	$19,042,237	$11,826,961
Foreign Operations	1,231,784	1,140,231	156,853
Total	$20,263,569	$20,182,468	$11,983,814

The provision for income taxes is summarized as follows:

	For the year Ended May 31,
	2004		2003		2002
Current:
Federal	$ 5,293,703		$ 6,114,270		$ 2,953,976
Foreign	1,044,487		398,587		489,441
State	760,412		583,210		276,070
	7,098,602		7,096,067		3,719,487
Deferred:
Federal	687,042		(1,181,916	)	(633,102	)
Foreign	(492,158	)	100,926		53,745
State	432,277		(202,366	)	48,774
	627,161		(1,283,356	)	(530,583	)
Income taxes	$ 7,725,763		$ 5,812,711		$ 3,188,904

Deferred income taxes reflect the net tax effects of: (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes; and (b) operating loss carry-forwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company’s Spanish subsidiary had net operating loss carry-forwards for income tax purposes of approximately $193,000, which expire in 2014. The Company’s German subsidiary had net operating loss carry-forwards for income tax purposes of approximately $768,000, which do not expire. The German subsidiary net operating loss carry-forwards for income tax purposes of approximately $0.8 million were recognized in the current fiscal year. Based on an assessment of all available evidence including, but not limited to, the operating history and lack of profitability of certain subsidiaries, the Company is uncertain as to the ability to realize the Spanish net operating loss carry-forward and tax credit and, as a result, a deferred tax valuation allowance has been recorded against this deferred tax asset. The tax effects of significant items comprising the Company’s net deferred tax liability at May 31, 2004 and 2003 are as follows:

	May 31,
	2004		2003
Deferred tax liabilities:
Amortization	$(1,562,710	)	$(1,630,158	)
Depreciation	(1,386,195	)	(1,470,841	)
Other	(351,225	)	(379,764	)
Deferred tax assets:
Reserves not currently deductible	1,304,350		1,373,678
Operating loss carry-forwards	961,241		1,892,359
Uniform capitalization	148,140		509,861
	(886,399	)	295,135
Valuation allowance	(265,714	)	(223,437	)
Net deferred tax (liability) asset	$ (1,152,113	)	$      71,698

The Company’s effective tax rate differs from the federal statutory rate as follows:

	For the year Ended May 31,
	2004		2003		2002
Federal statutory tax rate	35	%	35	%	34	%
State income taxes, net of federal tax benefit	1		2		3
Extraterritorial income exclusion/foreign sales corporation commissions	(2	)	(2	)	(1	)
Difference in effective income tax rates of other countries	--		1		3
Excess of cost over tangible assets acquired - net	--		--		3
Change in deferred tax valuation allowance	1		(9	)	(16	)
Income from Spanish subsidiary	--		--		1
Other	3		2		--	--
	38	%	29	%	27	%

As a result of utilizing compensation cost deductions arising from the exercise of nonqualified employee stock options for federal and state income tax purposes, the Company realized income tax benefits of $3,581,809, $3,431,181 and $652,792 in fiscal 2004, 2003 and 2002, respectively. These income tax benefits are recognized in the accompanying financial statements as additions to additional paid-in capital rather than as reductions of the respective income tax provisions because the related compensation deductions are not recognized as compensation expense for financial reporting purposes.

A true up of the estimated tax benefit of the 2003 European restructure and adjustments for misapplication of Texas franchise tax rules for fiscal years 2002 and 2003 added $0.1 million and $0.3 million to income tax expense, respectively. In addition, a reserve of $225,000 was established to recognize that the Company’s state and local tax planning has become less effective due to increasingly conservative positions taken by the various taxing authorities.

10. TECHNOLOGY RIGHTS

In March 1983, the Company acquired rights to technology to be used in developing diagnostic testing products. In connection with this acquisition, the Company has agreed to pay to the Blood Center of Greater Kansas City royalties equal to 4% of the net sales through August 26, 2006 from products utilizing the technology. Royalties under this agreement amounted to approximately $451,000, $463,000 and $473,000 in fiscal 2004, 2003 and 2002, respectively.

11. INSTRUMENT DEVELOPMENT AND MANUFACTURING AGREEMENTS

In January 2004, the Company entered into an instrument purchase agreement with Bio-Tek Instruments, Inc. for the development of a third generation automated assay instrument. The Company has identified the need for a fast, lightweight, fully automated instrument. This instrument will serve the small to medium accounts, the largest segment of our customers, which number approximately 7,500 worldwide. The instrument as designed will utilize the Company’s proprietary Capture^® technology and will be over two times faster than the ABS2000. European launch is expected in mid 2006. The instrument will be serviced utilizing a depot approach that should significantly reduce service costs. Upon acceptance of the engineering model, the Company will have been deemed to issue a purchase order for 100 units. There is no minimum purchase requirement to maintain exclusivity.

In September 1999, the Company entered into a manufacturing and development agreement with Stratec Biomedical AG (“Stratec”), headquartered in Germany. Under the agreement, Stratec has developed and is manufacturing a fully automated analyzer utilizing the Company’s Capture^® technology known as the Galileo™ which was initially targeted to the European community and has now begun to be marketed to customers in the U.S. and Japan. The instrument is marketed exclusively to hospital transfusion laboratories and blood donor centers, for patient and donor blood typing and antibody screening and identification. In order to maintain exclusive European distribution rights, the Company must purchase 250 instruments by the end of fiscal 2007, the end of the five-year period beginning with the first shipment of production instruments. If the Company purchases less than 250 instruments over the period it will be allowed to negotiate a good faith extension. The Company believes it will purchase the required number of instruments to maintain exclusivity.

The Company contracted with Bio-Tek Instruments, Inc. for the development of a fully automated, “walk-away”, blood bank analyzer. Known as the ABS2000, the analyzer utilizes the Company’s patented Capture^®technology and is being marketed in Europe and the United States to hospital transfusion laboratories for patient testing. Under the terms of the 15-year agreement, the Company reimburses Bio-Tek Instruments, Inc. for its development costs, and the Company is granted worldwide marketing rights to sell the instrument for use in the human clinical diagnostic market for testing of human blood or blood components with centrifugation. Bio-Tek Instruments, Inc. may sell the product in other markets paying the Company up to a 4% royalty of the selling price. To date, Bio-Tek has not exercised this option. To maintain the exclusive worldwide marketing rights the Company was required to purchase 250 instruments over a six-year period beginning with the delivery of the first production instrument that occurred in fiscal 1997. The Company did not meet this requirement but does not view the loss of exclusivity as detrimental due to the fact that the ABS2000 is designed to work solely with the Company’s proprietary reagents. On July 31, 2002, the Company entered into a $3.3 million instrument purchasing agreement with Bio-Tek for developmental work and fifty ABS2000 instruments. As of May 31, 2004, all 50 of these instruments have been purchased.

In fiscal 2004, 2003 and 2002, the Company incurred and expensed approximately $923,000, $388,000 and $625,000, respectively, in instrument research and development costs.

12. RETIREMENT PLAN

The Company maintains a 401(k) retirement plan covering its domestic employees who meet certain age and length of service requirements, as defined in the Plan document. The Company matches a portion of employee contributions to the plan. During the years ended May 31, 2004, 2003 and 2002, the Company’s matching contributions to the plan were approximately $269,000, $225,000 and $180,000, respectively. Vesting in the Company’s matching contributions is based on years of continuous service.

13. QUARTERLY FINANCIAL DATA (UNAUDITED)

        (In thousands, except per share amounts)

			Income		Earnings	Earnings Per
	Net	Gross	from	Net	Per Common	Common Share -
	Sales	Profit	Operations	Income	Share	Assuming Dilution
FISCAL 2004
First Quarter	$  27,262	$ 15,310	$  5,912	$  3,676	$0.13	$0.12
Second Quarter	27,207	15,209	5,749	3,442	$0.12	$0.11
Third Quarter	27,876	14,795	4,291	2,038	$0.07	$0.06
Fourth Quarter	30,213	16,875	5,750	3,382	$0.11	$0.11
	$ 112,558	$62,189	$21,702	$12,538	$0.42	$0.40
FISCAL 2003
First Quarter	$ 23,300	$ 13,434	$  5,626	$  2,994	$0.11	$0.10
Second Quarter	23,760	13,734	5,611	3,401	$0.12	$0.11
Third Quarter	25,170	14,487	5,921	3,750	$0.13	$0.12
Fourth Quarter	26,418	14,203	5,146	4,225	$0.15	$0.14
	$ 98,648	$ 55,858	$ 22,304	$ 14,370	$0.51	$0.47

14. DOMESTIC AND FOREIGN OPERATIONS

Information concerning the Company’s domestic and foreign operations is summarized below (in thousands):

	Year Ended May 31, 2004
	U.S		Germany		Italy		Canada		Other(1)		Eliminations		Consolidated
Net reagent sales:
Unaffiliated customers	$   68,244		$  10,444		$   9,042		$ 7,193		$   7,862		$          --		$  102,785
Affiliates	9,269		2,691		--		116		162		(12,238	)	--
Net instrument sales:
Unaffiliated customers	4,316		2,682		573		111		2,091		--		9,773
Affiliates	154		3,969		--		--		39		(4,162	)	--
Total	81,983		19,786		9,615		7,420		10,154		(16,400	)	112,558
Depreciation	3,003		1,020		1,151		114		726		--		6,014
Amortization	369		--		--		--		--		--		369
Income(loss)from operations	17,486		(1,130	)	309		2,344		(333	)	3,026		21,702
Interest expense	(723	)	(17	)	(31	)	(87	)	(24	)	--		(882	)
Interest income	5		21		9		--		6		--		41
Income tax (benefit) expense	7,171		(543	)	191		848		57		2		7,726
Capital expenditures	3,123		938		1,965		186		894		--		7,106
Long-lived assets	12,291		3,299		3,954		1,123		2,179		--		22,846
Identifiable assets	114,062		16,992		15,836		9,610		10,853		(42,936	)	124,417
Net assets	93,200		4,302		10,915		5,554		3,206		(24,224	)	92,953

	Year Ended May 31, 2003
	U.S		Germany		Italy		Canada		Other(1)		Eliminations		Consolidated
Net reagent sales:
Unaffiliated customers	$ 62,000		$   9,433		$   7,519		$ 6,343		$ 5,546		$            --		$   90,841
Affiliates	7,788		613		4		113		271		(8,789	)	--
Net instrument sales:
Unaffiliated customers	3,084		1,071		92		--		3,560		--		7,807
Affiliates	41		4,129		--		--		--		(4,170	)	--
Total	72,913		15,246		7,615		6,456		9,377		(12,959	)	98,648
Depreciation	2,755		834		928		106		633		--		5,256
Amortization	341		--		--		--		27		--		368
Income (loss) from operations	20,435		(300	)	346		1,534		443		(154	)	22,304
Interest expense	(2,017	)	(111	)	(57	)	(200	)	(21	)	--		(2,406	)
Interest income	6		120		--		--		1		--		127
Income tax (benefit) expense	5,378		(183	)	225		510		(52	)	(65	)	5,813
Capital expenditures	2,487		1,707		258		61		721		--		5,234
Long-lived assets	11,795		3,224		2,927		1,058		2,047		--		21,051
Identifiable assets	109,166		14,492		18,075		9,740		10,998		(45,585	)	116,886
Net assets	78,502		4,660		10,415		4,182		(287	)	(23,777	)	73,695

	Year Ended May 31, 2002
	U.S		Germany		Italy		Canada		Other(1)		Eliminations		Consolidated
Net reagent sales:
Unaffiliated customers	$ 54,180		$ 8,751		$ 5,861		$ 5,645		$ 4,687		$        --		$ 79,124
Affiliates	7,150		139		28		44		245		(7,606	)	--
Net instrument sales:
Unaffiliated customers	3,980		710		112		--		546		--		5,348
Affiliates	165		928		--		--		46		(1,139	)	--
Total	65,475		10,528		6,001		5,689		5,524		(8,745	)	84,472
Depreciation	3,105		340		590		110		350		--		4,495
Amortization	1,111		117		77		257		59		--		1,621
Income (loss) from operations	14,078		102		(20	)	1,281		(295	)	(105	)	15,041
Interest expense	(3,832	)	(206	)	(52	)	(330	)	(34	)	--		(4,454	)
Interest income	17		20		2		--		2		--		41
Income tax expense (benefit)	2,700		71		20		390		62		(54	)	3,189
Capital expenditures	1,132		801		807		75		552		--		3,367
Long-lived assets	11,165		1,593		2,059		990		1,220		--		17,027
Identifiable assets	96,581		12,209		12,728		9,140		8,799		(38,090	)	101,367
Net assets	51,889		4,278		455		2,885		(2,290	)	(13,264	)	43,953

Note 1: Information relating to Spain, Portugal, France, and Belgium is included in “Other”.
Note 2: Revenue is allocated by geographic area based on the subsidiary with which the sale originates.

During the years ended May 31, 2004, 2003 and 2002, the Company’s U.S. operations made net export sales to unaffiliated customers of approximately $4,874,000, $4,842,000, and $5,289,000, respectively. The Company’s German operations made net export sales to unaffiliated customers of $4,859,000, $3,089,000 and $2,301,000 for the years ended May 31, 2004, 2003, and 2002, respectively. The Company’s Canadian operations made net export sales to unaffiliated customers of $2,152,000, $2,152,000 and $2,102,000 for the years ending May 31, 2004, 2003, and 2002, respectively. Product sales to affiliates are valued at market prices.

15. COMPREHENSIVE INCOME

The components of comprehensive income for the periods ended May 31, 2004, 2003 and 2002 are as follows:

	Balance		Activity		Activity	Activity	Balance
	May 31, 2001		FY 2002		FY 2003	FY 2004	May 31, 2004
Retained earnings/net income	$ 20,261,628		$ 8,794,910		$ 14,369,757	$ 12,537,806	$ 55,964,101
Foreign currency translation adjustment	(6,585,812	)	1,263,026		4,591,888	433,568	(297,330	)
Cumulative effect of the adoption of SFAS
No.133 on June 1, 2001, net of taxes	--		(102,721	)	--	--	(102,721	)
Hedge loss reclassified to interest expense	--		30,809		20,548	20,548	71,905
Comprehensive income	$ 13,675,816		$ 9,986,024		$ 18,982,193	$ 12,991,922	$ 55,635,955

As a result of the adoption of SFAS No. 133 on June 1, 2001, the Company recorded an income tax benefit of $26,220 in fiscal 2002. This income tax benefit was recognized, netted against the cumulative effect, in the accompanying financial statements as a component of comprehensive income. See Note 3 of the consolidated financial statements. The remaining balance of cumulative unrecognized hedging losses as of May 31, 2004 was approximately $31,000 and will be reclassified into earnings at approximately $20,500 per year until December 2005.

16. EXCESS OF COST OVER NET TANGIBLE ASSETS ACQUIRED AND CUSTOMER LISTS

As of May 31, 2004, the financial statements included acquisition-related goodwill of $35.4 million, net of previous amortization of $7.3 million. Goodwill, net of amortization, totaled $17.8 million, $3.0 million, $1.0 million and $6.3 million in the U.S., Germany, Italy and Canada, respectively.

In June 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. Under the new rules, goodwill and indefinite lived intangible assets are no longer amortized but are reviewed annually for impairment, or more frequently if impairment indicators arise. The review process entails assessing the fair value of the net assets underlying the Company’s acquisition related goodwill on a business-by- business basis. If the fair value is deemed less than the related carrying value, the Company is required to reduce the amount of the goodwill. Separable intangible assets that are not deemed to have indefinite lives continue to be amortized over their useful lives.

The Company has applied the new accounting rules to goodwill and intangible assets, all of which were acquired prior to July 1, 2001. The Company tested goodwill for impairment as of March 1, 2004, as required by SFAS No. 142, utilizing a combination of valuation techniques including the expected present value of future cash flows and a market multiple approach. This analysis did not result in impairment at May 31, 2004. The Company no longer amortizes acquisition-related goodwill. The table below shows the periods ended May 31, 2004, 2003 and 2002 on a comparative basis given the adoption of SFAS No. 142.

	For the year Ended May 31,
	2004	2003	2002
Net income as reported	$    12,537,806	$    14,369,757	$   8,794,910
Add: Goodwill amortization, net of taxes	--	--	922,166
Net income as adjusted for SFAS No. 142	$    12,537,806	$    14,369,757	$   9,717,076
Net income per common share:
As reported	$0.42	$0.51	$0.36
As adjusted	$0.42	$0.51	$0.39
Net income per common share - assuming dilution:
As reported	$0.40	$0.47	$0.34
As adjusted	$0.40	$0.47	$0.38

The gross carrying amount and accumulated amortization of the Company’s Customer List is as follows:

	Gross	Accumulated	Net Book
	Amount	Amortization	Value
May 31, 2004:
Customer List	$1,700,000	$475,000	$1,225,000
May 31, 2003:
Customer List	$1,700,000	$390,000	$1,310,000

Amortization expense recorded on the Customer List for the years ended May 31, 2004, 2003 and 2002 was $85,000 for each year, respectively. The Customer List is being amortized over a useful life of 20 years. The estimated amortization expense relating to the Customer List for each of the next five fiscal years and thereafter is as follows:

2005	$  85,000
2006	85,000
2007	85,000
2008	85,000
2009	85,000
Thereafter	800,000
	$ 1,225,000

IMMUCOR, INC. AND SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED MAY 31, 2004, 2003 AND 2002

	Balance at	Charged to			Balance
	Beginning	Costs and	Deductions		at End
	of Period	Expense	(Note 1)		of Period
2004:
Allowance for doubtful accounts	$1,678,361	$206,223	$(554,279	)	$1,330,305
2003:
Allowance for doubtful accounts	$1,483,688	$641,996	$(447,323	)	$1,678,361
2002:
Allowance for doubtful accounts	$1,244,488	$819,167	$(579,967	)	$1,483,688

Note  1: “Deductions” for the “Allowance for doubtful accounts” represent accounts written off during the period less recoveries of accounts previously written off and exchange differences generated.

Item 9. — Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. — Controls and Procedures.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(e) and 15(d)-15(e) under the Exchange Act. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective. There were no changes in the Company’s internal control over financial reporting or in other factors identified in connection with that evaluation that occurred during the Company’s fourth fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART III

Item 10. —Directors and Executive Officers of the Registrant.

The information contained under “Proposal One – The Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s definitive proxy statement related to its 2004 annual meeting of shareholders which the Company will file with the Securities and Exchange Commission no later than September 28, 2004, is incorporated herein by reference.

Code of Ethics

Immucor has adopted a code of business conduct and ethics for directors, officers and employees, known as the Code of Conduct. The Code of Conduct is available on the Company website at http://www.immucor.com/site/aum_corporate_governance.jsp. Shareholders may request a free copy of the Code of Conduct by writing to: Steven C. Ramsey, Vice President — Chief Financial Officer and Secretary, Immucor, Inc., 3130 Gateway Drive, PO Box 5625, Norcross, GA 30091-5625.

Immucor, Inc. has retained the services of TeleSentry LLC to provide a 24 hour a day, seven day a week anonymous hotline service for shareholder reporting of suspected violations of the Code of Conduct. Shareholders in the U.S. may access the hotline service at (888) 883-1499. International shareholders may access the hotline by dialing 203-557-8604.

Corporate Governance and Nominating Committee Charter

Immucor has adopted the Corporate Governance and Nominating Committee Charter, which is available on the Company’s website at http://www.immucor.com/site/aum_corporate_governance.jsp. Shareholders may request a free copy of the Corporate Governance and Nominating Committee Charter by writing to: Steven C. Ramsey, Vice President — Chief Financial Officer and Secretary, Immucor, Inc., 3130 Gateway Drive, PO Box 5625, Norcross, GA 30091-5625.

Item 11. —Executive Compensation.

The information contained under “Executive Compensation” in the Company’s definitive proxy statement related to its 2004 annual meeting of shareholders, which the Company will file with the Securities and Exchange Commission no later than September 28, 2004, is incorporated herein by reference.

Item 12. — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by Item 201(d) of Regulation S-K appears under “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Stock Repurchase Program” above. The remainder of the information called for by this item will be contained under “Security Ownership of Certain Beneficial Owners and Management” in the Company’s definitive proxy statement related to its 2004 annual meeting of shareholders, which the Company will file with the Securities and Exchange Commission no later than September 28, 2004, is incorporated herein by reference.

Item 13. — Certain Relationships and Related Transactions.

The information contained under “Certain Relationships and Related Transactions” in the Company’s definitive proxy statement related to its 2004 annual meeting of shareholders which the Company will file with the Securities and Exchange Commission no later than September 24, 2004, is incorporated herein by reference.

Item 14. —Principal Accountant Fees and Services.

The information contained under “Audit Committee Report” and “Independent Public Accountants” in the Company’s definitive proxy statement related to its 2004 annual meeting of shareholders which the Company will file with the Securities and Exchange Commission no later that September 28, 2004, is incorporated herein by reference.

PART IV

Item 15. —Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a) Documents filed as part of this report:

1. Consolidated Financial Statements

The Consolidated Financial Statements, Notes thereto, and Report of Independent Registered Public Accounting Firm thereon are included in Part II, Item 8 of this report.

2. Consolidated Financial Statement Schedule included in Part II, Item 8 of this report

Schedule II --  Valuation and Qualifying Accounts

Other financial statement schedules are omitted as they are not required or not applicable.

3. Exhibits

3.1 Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Immucor, Inc.'s quarterly report on Form 10-Q filed on January 16, 2001).

3.2 Amended and Restated Bylaws (amended and restated as of October 17, 2003).

4.1 Amended and Restated Shareholder Rights Agreement dated as of November 20, 2001 between Immucor, Inc. and EquiServe Trust Company, N.A. as Rights Agent (incorporated by reference to Exhibit 4.1 to Immucor, Inc.'s quarterly report on Form 10-Q filed on January 14, 2002).

10.1 Standard Industrial Lease, dated July 21, 1982, between the Company and Colony Center, Ltd. (incorporated by reference to Exhibit 10.2 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1985).

10.1-1 Lease Amendment dated June 28, 1989, between the Company and Colony Center, Ltd. (incorporated by reference to Exhibit 10.1-1 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1989).

10.1-2 Lease Amendment dated November 8, 1991, between the Company and Colony Center, Ltd. (incorporated by reference to Exhibit 10.1-1 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1992).

10.1-3 Lease Agreement, dated February 2, 1996, between the Company and Connecticut General Life Insurance Company (incorporated by reference to Exhibit 10.1-3 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1996).

10.1-4 Lease Amendment, dated March 8, 1998, between the Company and Connecticut General Life Insurance Company (incorporated by reference to Exhibit 10.1-4 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1998).

10.1-5 Lease Amendment, dated August 11, 1999, between the Company and Connecticut General Life Insurance Company (incorporated by reference to Exhibit 10.1-5 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1999).

10.2 Agreement, dated March 11, 1983, between the Company and The Kansas City Group, as amended through January 21, 1985 (incorporated by reference to Exhibit 10.2 to Registration Statement No. 33-16275 on Form S-1).

10.3 Agreement dated August 27, 1987, between the Company and the Kansas City Group amending Exhibit 10.2 (incorporated by reference to Exhibit 10.3 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1989).

10.4 United States Department of Health and Human Services Establishment License dated December 28, 1982, for the manufacture of biological products (incorporated by reference to Exhibit 10.12 to Registration Statement No. 33-966 on Form S-1).

10.5 United States Department of Health and Human Services Product License dated December 28, 1982, for the manufacture and sale of reagent red blood cells (incorporated by reference to Exhibit 10.13 to Registration Statement No. 33-966 on Form S-1).

10.6 United States Department of Health and Human Services Product License dated May 20, 1983, for the manufacture and sale of blood grouping sera (incorporated by reference to Exhibit 10.14 to Registration Statement No. 33-966 on Form S-1).

10.7 United States Department of Health and Human Services Product License date November 18, 1983, for the manufacture and sale of anti-human serum (incorporated by reference to Exhibit 10.15 to Registration Statement No. 33-966 on Form S-1).

10.8* Amended and Restated 2003 Stock Option Plan.

10.9* Amended and Restated 1998 Stock Option Plan.

10.10* Amended and Restated 1995 Stock Option Plan.

10.11* 1990 Stock Option Plan, including form of Stock Option Agreement used thereunder (incorporated by reference to Exhibit 10.15 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1995).

10.12* Employment Agreement dated October 13, 1998, between the Company and Steven C. Ramsey (incorporated by reference to Exhibit 10.20 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1999).

10.13 Loan Agreement among Immucor, Inc., Dominion Biologicals, Limited, and Immucor Medizinische Diagnostik GmbH, as borrowers, and Wachovia Bank, National Association, as lender, dated as of February 23, 2001 (incorporated by reference to Exhibit 10.23 to Immucor, Inc.'s quarterly report on Form 10-Q filed April 23, 2001).

10.14 Loan Modification No. 1 dated as of September 11, 2001 between Immucor, Inc., Dominion Biologicals, Limited, Immucor Medizinische Diagnostik GmbH and Wachovia Bank, National Association (incorporated by reference to Exhibit 10.21 to Immucor, Inc.'s quarterly report on Form 10-Q filed January 14, 2002).

10.15* Form of indemnification agreement between the Company and certain directors (incorporated by reference to Exhibit 10.22 to Immucor, Inc.'s quarterly report on Form 10-Q filed January 14, 2002).

10.16 Loan Modification No. 2 dated as of July 18, 2002 between Immucor, Inc., Dominion Biologicals, Limited, Immucor Medizinische Diagnostik GmbH and Wachovia Bank, National Association (incorporated by reference to Exhibit 10.23 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 2002).

10.17 Loan Agreement among Immucor, Inc., as borrower, and SunTrust Bank, as lender, dated as of December 18, 2003 (incorporated by reference to Exhibit 10.1 to Immucor, Inc.'s quarterly report on Form 10-Q filed April 14, 2004).

10.18 Human Extracellular Matrix Mesh Supply Agreement dated June 30, 2003, between the Company and Inamed Corporation.

10.19* Employment Agreement dated May 1, 2004, between the Company and Edward L. Gallup.

10.20* Employment Agreement dated May 1, 2004, between the Company and Ralph A. Eatz.

10.21* Employment Agreement dated December 1, 2003, between the Company and Dr. Gioacchino De Chirico.

10.22* Amendment No. 1, dated May 1, 2004, to the Employment Agreement between the Company and Dr. Gioacchino De Chirico.

21 Subsidiaries of the Registrant.

23.1 Consent of Independent Registered Public Accounting Firm.

31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).

31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).

32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Denotes a management contract or compensatory plan or arrangement.

(b) The following report on Form 8-K was filed during the quarter ended May 31, 2004.

On March 31, 2004, the Company filed a Current Report on Form 8-K to furnish the Company's third quarter 2004 earnings release dated March 25, 2004 and a transcript of the investor conference call also held on March 25, 2004.

(c) See Exhibits listed under Item 15(a)(3).

(d) Not applicable. See Item 15(a)(2).

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) 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.

IMMUCOR, INC.

By: /s/ DR. GIOACCHINO DE CHIRICO                    

Dr. Gioacchino De Chirico, President and Chief Executive Officer
August 16, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ EDWARD L. GALLUP                    
Edward L. Gallup, Director, Chairman of the Board of Directors,
(Principal Executive Officer)
August 16, 2004

/s/ DR. GIOACCHINO DE CHIRICO   
Dr. Gioacchino De Chirico, Director, President and Chief Executive Officer
August 16, 2004

/s/ STEVEN C. RAMSEY                    
Steven C. Ramsey, Vice President— Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
August 16, 2004

/s/ RALPH A. EATZ                             
Ralph A. Eatz, Director, Senior Vice President – Chief Scientific Officer
August 16, 2004

/s/ ROSWELL S. BOWERS                   
Roswell S. Bowers, Director
August 16, 2004

/s/ MARK KISHEL                                
Mark Kishel, M.D., Director
August 16, 2004

/s/ JOSEPH E. ROSEN                         
August 16, 2004

/s/ JOHN A. HARRIS                         
John A. Harris, Director
August 16, 2004

EXHIBIT INDEX

Number Description

3.1 Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Immucor, Inc.'s quarterly report on Form 10-Q filed on January 16, 2001).

3.2 Amended and Restated Bylaws (amended and restated as of October 17, 2003).

4.1 Amended and Restated Shareholder Rights Agreement dated as of November 20, 2001 between Immucor, Inc. and EquiServe Trust Company, N.A. as Rights Agent (incorporated by reference to Exhibit 4.1 to Immucor, Inc.'s quarterly report on Form 10-Q filed on January 14, 2002).

10.1 Standard Industrial Lease, dated July 21, 1982, between the Company and Colony Center, Ltd. (incorporated by reference to Exhibit 10.2 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1985).

10.1-1 Lease Amendment dated June 28, 1989, between the Company and Colony Center, Ltd. (incorporated by reference to Exhibit 10.1-1 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1989).

10.1-2 Lease Amendment dated November 8, 1991, between the Company and Colony Center, Ltd. (incorporated by reference to Exhibit 10.1-1 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1992).

10.1-3 Lease Agreement, dated February 2, 1996, between the Company and Connecticut General Life Insurance Company (incorporated by reference to Exhibit 10.1-3 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1996).

10.1-4 Lease Amendment, dated March 8, 1998, between the Company and Connecticut General Life Insurance Company (incorporated by reference to Exhibit 10.1-4 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1998).

10.1-5 Lease Amendment, dated August 11, 1999, between the Company and Connecticut General Life Insurance Company (incorporated by reference to Exhibit 10.1-5 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1999).

10.2 Agreement, dated March 11, 1983, between the Company and The Kansas City Group, as amended through January 21, 1985 (incorporated by reference to Exhibit 10.2 to Registration Statement No. 33-16275 on Form S-1).

10.3 Agreement dated August 27, 1987, between the Company and the Kansas City Group amending Exhibit 10.2 (incorporated by reference to Exhibit 10.3 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1989).

10.4 United States Department of Health and Human Services Establishment License dated December 28, 1982, for the manufacture of biological products (incorporated by reference to Exhibit 10.12 to Registration Statement No. 33-966 on Form S-1).

10.5 United States Department of Health and Human Services Product License dated December 28, 1982, for the manufacture and sale of reagent red blood cells (incorporated by reference to Exhibit 10.13 to Registration Statement No. 33-966 on Form S-1).

10.6 United States Department of Health and Human Services Product License dated May 20, 1983, for the manufacture and sale of blood grouping sera (incorporated by reference to Exhibit 10.14 to Registration Statement No. 33-966 on Form S-1).

10.7 United States Department of Health and Human Services Product License date November 18, 1983, for the manufacture and sale of anti-human serum (incorporated by reference to Exhibit 10.15 to Registration Statement No. 33-966 on Form S-1).

10.8* Amended and Restated 2003 Stock Option Plan.

10.9* Amended and Restated 1998 Stock Option Plan.

10.10* Amended and Restated 1995 Stock Option Plan.

10.11* 1990 Stock Option Plan, including form of Stock Option Agreement used thereunder (incorporated by reference to Exhibit 10.15 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1995).

10.12* Employment Agreement dated October 13, 1998, between the Company and Steven C. Ramsey (incorporated by reference to Exhibit 10.20 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1999).

10.13 Loan Agreement among Immucor, Inc., Dominion Biologicals Limited, and Immucor Medizinische Diagnostik GmbH, as borrowers, and Wachovia Bank, National Association, as lender, dated as of February 23, 2001 (incorporated by reference to Exhibit 10.23 to Immucor, Inc.'s quarterly report on Form 10-Q filed April 23, 2001).

10.14 Loan Modification No. 1 dated as of September 11, 2001 between Immucor, Inc., Dominion Biologicals Limited, Immucor Medizinische Diagnostik GmbH and Wachovia Bank, National Association (incorporated by reference to Exhibit 10.21 to Immucor, Inc.'s quarterly report on Form 10-Q filed January 14, 2002).

10.15* Form of indemnification agreement between the Company and certain directors (incorporated by reference to Exhibit 10.22 to Immucor, Inc.'s quarterly report on Form 10-Q filed January 14, 2002).

10.16 Loan Modification No. 2 dated as of July 18, 2002 between Immucor, Inc., Dominion Biologicals Limited, Immucor Medizinische Diagnostik GmbH and Wachovia Bank, National Association (incorporated by reference to Exhibit 10.23 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 2002).

10.17 Loan Agreement among Immucor, Inc., as borrower, and SunTrust Bank, as lender, dated as of December 18, 2003 (incorporated by reference to Exhibit 10.1 to Immucor, Inc.'s quarterly report on Form 10-Q filed April 14, 2004).

10.18 Human Extracellular Matrix Mesh Supply Agreement dated June 30, 2003, between the Company and Inamed Corporation.

10.19* Employment Agreement dated May 1, 2004, between the Company and Edward L. Gallup.

10.20* Employment Agreement dated May 1, 2004, between the Company and Ralph A. Eatz.

10.21* Employment Agreement dated December 1, 2003, between the Company and Dr. Gioacchino De Chirico.

10.22 Amendment No. 1, dated May 1, 2004, to the Employment Agreement between the company and Dr. Gioacchino De Chirico.

21 Subsidiaries of the Registrant.

23.1 Consent of Independent Registered Public Accounting Firm.

31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).

31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).

32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Denotes a management contract or compensatory plan or arrangement.

EX-3

BYLAWS

OF

IMMUCOR, INC.

Amended and Restated as of October 17, 2003

BYLAWS

OF

IMMUCOR, INC.

TABLE OF CONTENTS

ARTICLE I	Office	3
1.1	Registered Office and Agent	3
1.2	Principal Office	3
1.3	Other Offices	3
ARTICLE II	Shareholders' Meetings	3
2.1	Place of Meetings	3
2.2	Annual Meetings	3
2.3	Special Meetings	4
2.4	Notice of Meetings	4
2.5	Waiver of Notice	4
2.6	Voting Group; Quorum; Vote Required to Act	4
2.7	Voting of Shares.	5
2.8	Proxies	5
2.9	Presiding Officer	5
2.10	Adjournments	5
2.11	Conduct of the Meeting	6
2.12	Action of Shareholders Without a Meeting	6
2.13	Matters Considered at Annual Meetings	6
ARTICLE III	Board of Directors	7
3.1	General Powers	7
3.2	Number, Election and Term of Office	7
3.3	Removal of Directors	7
3.4	Vacancies	7
3.5	Compensation	8
3.6	Committees of the Board of Directors	8
3.7	Qualification of Directors	8
3.8	Certain Nomination Requirements	8
ARTICLE IV	Meetings of the Board of Directors.	9
4.1	Regular Meetings	9
4.2	Special Meetings	9
4.3	Place of Meetings	9
4.4	Notice of Meetings	9
4.5	Quorum	9
4.6	Vote Required for Action	9
4.7	Participation by Conference Telephone	9
4.8	Action by Directors Without a Meeting	9
4.9	Adjournments	10
4.10	Waiver of Notice	10

ARTICLE V	Officers	10
5.1	Offices	10
5.2	Term	10
5.3	Compensation	10
5.4	Removal	11
5.5	Chairman of the Board	11
5.6	Chief Executive Officer	11
5.7	President	11
5.8	Vice Presidents	11
5.9	Secretary	11
5.10	Treasurer	12
ARTICLE VI	Distributions and Dividends	12
ARTICLE VII	Shares	12
7.1	Shares with or without Certificates	12
7.2	Rights of Corporation with Respect to Registered Owners	12
7.3	Transfers of Shares	13
7.4	Duty of Corporation to Register Transfer	13
7.5	Lost, Stolen, or Destroyed Certificates	13
7.6	Fixing of Record Date	13
7.7	Record Date if None Fixed	13
ARTICLE VIII	Indemnification	14
8.1	Indemnification of Directors	14
8.2	Indemnification of Officers and Others	14
8.3	Subsidiaries	15
8.4	Determination	15
8.5	Advances	16
8.6	Non-Exclusivity; Continuing Benefits	16
8.7	Insurance	16
8.8	Notice.	16
8.9	Security	17
8.10	Amendment	17
8.11	Agreements	17
8.12	Successors	17
8.13	Additional Indemnification	17
ARTICLE IX	Miscellaneous	18
9.1	Inspection of Books and Records	18
9.2	Fiscal Year	18
9.3	Corporate Seal	18
9.4	Annual Statements	18
9.5	Notice	18
ARTICLE X	Amendments	19

BYLAWS

OF

IMMUCOR, INC.

          References in these Bylaws to “Articles of Incorporation” are to the Articles of Incorporation of Immucor, Inc., a Georgia corporation (the “Corporation”), as amended and restated from time to time.

          All of these Bylaws are subject to contrary provisions, if any, of the Articles of Incorporation (including provisions designating the preferences, limitations, and relative rights of any class or series of shares), the Georgia Business Corporation Code (the “Code”), and other applicable law, as in effect on and after the effective date of these Bylaws. References in these Bylaws to “Sections” shall refer to sections of the Bylaws, unless otherwise indicated.

ARTICLE I

Office

          1.1   Registered Office and Agent. The Corporation shall maintain a registered office and shall have a registered agent whose business office is the same as the registered office.

          1.2   Principal Office.   The principal office of the Corporation shall be at the place designated in the Corporation's annual registration with the Georgia Secretary of State.

          1.3   Other Offices.   In addition to its registered office and principal office, the Corporation may have offices at other locations either in or outside the State of Georgia.

ARTICLE II

Shareholders’ Meetings

          2.1  Place of Meetings. Meetings of the Corporation’s shareholders may be held at any location inside or outside the State of Georgia designated by the Board of Directors or any other person or persons who properly call the meeting, or if the Board of Directors or such other person or persons do not specify a location, at the Corporation’s principal office.

          2.2  Annual Meetings. The Corporation shall hold an annual meeting of shareholders, at a time determined by the Board of Directors, to elect directors and to transact any business that properly may come before the meeting. The annual meeting may be combined with any other meeting of shareholders, whether annual or special.

          2.3  Special Meetings. Special meetings of shareholders of one or more classes or series of the Corporation’s shares may be called at any time by the Board of Directors, the Chairman of the Board, or the Chief Executive Officer and shall be called by the Corporation upon the written request (in compliance with applicable requirements of the Code) of the holders of shares representing fifty percent (50%) or more of the votes entitled to be cast on each issue proposed to be considered at the special meeting. The business that may be transacted at any special meeting of shareholders shall be limited to that proposed in the notice of the special meeting given in accordance with Section 2.4 (including related or incidental matters that may be necessary or appropriate to effectuate the proposed business).

          2.4  Notice of Meetings. In accordance with Section 9.5 and subject to waiver by a shareholder pursuant to Section 2.5, the Corporation shall give written notice of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 days nor more than 60 days before the meeting date to each shareholder of record entitled to vote at the meeting. The notice of an annual meeting need not state the purpose of the meeting unless these Bylaws require otherwise. The notice of a special meeting shall state the purpose for which the meeting is called. If an annual or special shareholders’ meeting is adjourned to a different date, time, or location, the Corporation shall give shareholders notice of the new date, time, or location of the adjourned meeting, unless a quorum of shareholders was present at the meeting and information regarding the adjournment was announced before the meeting was adjourned; provided, however, that if a new record date is or must be fixed in accordance with Section 7.6, the Corporation must give notice of the adjourned meeting to all shareholders of record as of the new record date who are entitled to vote at the adjourned meeting.

          2.5  Waiver of Notice. A shareholder may waive any notice required by the Code, the Articles of Incorporation, or these Bylaws, before or after the date and time of the matter to which the notice relates, by delivering to the Corporation a written waiver of notice signed by the shareholder entitled to the notice. In addition, a shareholder’s attendance at a meeting shall be (a) a waiver of objection to lack of notice or defective notice of the meeting unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (b) a waiver of objection to consideration of a particular matter at the meeting that is not within the purpose stated in the meeting notice, unless the shareholder objects to considering the matter when it is presented. Except as otherwise required by the Code, neither the purpose of nor the business transacted at the meeting need be specified in any waiver.

          2.6   Voting Group; Quorum; Vote Required to Act.

a. Unless otherwise required by the Code or the Articles of Incorporation, all classes or series of the Corporation’s shares entitled to vote generally on a matter shall for that purpose be considered a single voting group (a “Voting Group”). If either the Articles of Incorporation or the Code requires separate voting by two or more Voting Groups on a matter, action on that matter is taken only when voted upon by each such Voting Group separately. At all meetings of shareholders, any Voting Group entitled to vote on a matter may take action on the matter only if a quorum of that Voting Group exists at the meeting, and if a quorum exists, the Voting Group may take action on the matter notwithstanding the absence of a quorum of any other Voting Group that may be entitled to vote separately on the matter. Unless the Articles of Incorporation, these Bylaws, or the Code provides otherwise, the presence (in person or by proxy) of shares representing a majority of votes entitled to be cast on a matter by a Voting Group shall constitute a quorum of that Voting Group with regard to that matter. Once a share is present at any meeting other than solely to object to holding the meeting or transacting business at the meeting, the share shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournments of that meeting, unless a new record date for the adjourned meeting is or must be set pursuant to Section 7.6 of these Bylaws.

b. Except as provided in Section 3.4, if a quorum exists, action on a matter by a Voting Group is approved by that Voting Group if the votes cast within the Voting Group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation, a provision of these Bylaws that has been adopted pursuant to Section 14-2-1021 of the Code (or any successor provision), or the Code requires a greater number of affirmative votes.

          2.7  Voting of Shares. Unless otherwise required by the Code or the Articles of Incorporation, each outstanding share of any class or series having voting rights shall be entitled to one vote on each matter that is submitted to a vote of shareholders.

          2.8  Proxies. A shareholder entitled to vote on a matter may vote in person or by proxy pursuant to an appointment executed in writing by the shareholder or by his attorney-in-fact. An appointment of a proxy shall be valid for 11 months from the date of its execution, unless a longer or shorter period is expressly stated in the proxy.

          2.9  Presiding Officer. Except as otherwise provided in this Section 2.9, the Chairman of the Board, and in his absence or disability the Chief Executive Officer, shall preside at every shareholders’ meeting (and any adjournment thereof) as its chairman, if either of them is present and willing to serve. If neither the Chairman of the Board nor the Chief Executive Officer is present and willing to serve as chairman of the meeting, and if the Chairman of the Board has not designated another person who is present and willing to serve, then a majority of the Corporation’s directors present at the meeting shall be entitled to designate a person to serve as chairman. If no director of the Corporation is present at the meeting or if a majority of the directors who are present cannot be established, then a chairman of the meeting shall be selected by a majority vote of (a) the shares present at the meeting that would be entitled to vote in an election of directors, or (b) if no such shares are present at the meeting, then the shares present at the meeting comprising the Voting Group with the largest number of shares present at the meeting and entitled to vote on a matter properly proposed to be considered at the meeting. The chairman of the meeting may designate other persons to assist with the meeting.

          2.10  Adjournments. At any meeting of shareholders (including an adjourned meeting), a majority of shares of any Voting Group present and entitled to vote at the meeting (whether or not those shares constitute a quorum) may adjourn the meeting, but only with respect to that Voting Group, to reconvene at a specific time and place. If more than one Voting Group is present and entitled to vote on a matter at the meeting, then the meeting may be continued with respect to any such Voting Group that does not vote to adjourn as provided above, and such Voting Group may proceed to vote on any matter to which it is otherwise entitled to do so; provided, however, that if (a) more than one Voting Group is required to take action on a matter at the meeting and (b) any one of those Voting Groups votes to adjourn the meeting (in accordance with the preceding sentence), then the action shall not be deemed to have been taken until the requisite vote of any adjourned Voting Group is obtained at its reconvened meeting. The only business that may be transacted at any reconvened meeting is business that could have been transacted at the meeting that was adjourned, unless further notice of the adjourned meeting has been given in compliance with the requirements for a special meeting that specifies the additional purpose or purposes for which the meeting is called. Nothing contained in this Section 2.10 shall be deemed or otherwise .construed to limit any lawful authority of the chairman of a meeting to adjourn the meeting.

          2.11  Conduct of the Meeting. At any meeting of shareholders, the chairman of the meeting shall be entitled to establish the rules of order governing the conduct of business at the meeting.

          2.12  Action of Shareholders Without a Meeting. Action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action or, if permitted by the Articles of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast the requisite number of votes (or numbers, in the case of voting by groups) that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by shareholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Where required by Section 14-2-704 or other applicable provision of the Code, the Corporation shall provide shareholders with written notice of actions taken without a meeting.

          2.13   Matters Considered at Annual Meetings.Notwithstanding anything to the contrary in these Bylaws, the only business that may be conducted at an annual meeting of shareholders shall be business brought before the meeting (a) by or at the direction of the Board of Directors prior to the meeting, (b) by or at the direction of the Chairman of the Board or the Chief Executive Officer, or (c) by a shareholder of the Corporation who is entitled to vote with respect to the business and who complies with the notice procedures set forth in this Section 2.13. For business to be brought properly before an annual meeting by a shareholder, the shareholder must have given timely notice of the business in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice must be delivered or mailed to and received at the principal offices of the Corporation not later than 60 days before the date that corresponds to the month and day of the prior year on which the Corporation first mailed its proxy materials for the prior year’s annual meeting of shareholders. A shareholder’s notice to the Secretary shall set forth a brief description of each matter of business the shareholder proposes to bring before the meeting and the reasons for conducting that business at the meeting; the name, as it appears on the Corporation’s books, and address of the shareholder proposing the business; the series or class and number of shares of the Corporation’s capital stock that are beneficially owned by the shareholder; and any material interest of the shareholder in the proposed business. The chairman of the meeting shall have the discretion. to declare to the meeting that any business proposed by a shareholder to be considered at the meeting is out of order and that such business shall not be transacted at the meeting if (i) the chairman concludes that the matter has been proposed in a manner inconsistent with this Section 2.13 or (ii) the chairman concludes that the subject matter of the proposed business is inappropriate for consideration by the shareholders at the meeting.

ARTICLE III

Board of Directors

          3.1  General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed by, the Board of Directors, subject to any limitation set forth in the Articles of Incorporation, in bylaws approved by the shareholders, or in agreements among all the shareholders that are otherwise lawful.

          3.2  Number, Election and Term of Office. The number of directors of the Corporation shall be fixed by resolution of the Board of Directors from time to time and, until otherwise so fixed, shall be seven (7), and in no event shall be more than thirteen (13); provided, however, that no decrease in the number of directors shall have the effect of shortening the term of an incumbent director. Except as provided elsewhere in this Section 3.2 and in Section 3.4, the directors whose terms expire in accordance with Article Ninth of the Articles of Incorporation shall be elected at each annual meeting of shareholders, or at a special meeting of shareholders called for purposes that include the election of directors, by a plurality of the votes cast by the shares entitled to vote and present at the meeting. Despite the expiration of a director’s term, he shall continue to serve until his successor, if there is to be any, has been elected and has qualified.

          3.3  Removal of Directors. Subject to the rights, if any, of the holders of Preferred Stock then outstanding, any or all of the directors of the Corporation may be removed from office at any time, but only for cause, provided that directors elected by a particular Voting Group may be removed only by the shareholders in that Voting Group. Removal action may be taken only at a shareholders’ meeting for which notice of the removal action has been given. A removed director’s successor, if any, may be elected at the same meeting to serve the unexpired term.

          3.4  Vacancies. A vacancy occurring in the Board of Directors may be filled for the unexpired term, unless the shareholders have elected a successor, by the affirmative vote of a majority of the remaining directors, whether or not the remaining directors constitute a quorum; provided, however, that if the vacant office was held by a director elected by a particular Voting Group, only the holders of shares of that Voting Group or the remaining directors elected by that Voting Group shall be entitled to fill the vacancy; provided further, however, that if the vacant office was held by a director elected by a particular Voting Group and there is no remaining director elected by that Voting Group, the other remaining directors or director (elected by another Voting Group or Groups) may fill the vacancy during an interim period before the shareholders of the vacated director’s Voting Group act to fill the vacancy. A vacancy or vacancies in the Board of Directors may result from the death, resignation, disqualification, or removal of any director, or from an increase in the number of directors.

          3.5  Compensation. Directors may receive such compensation for their services as directors as may be fixed by the Board of Directors from time to time. A director may also serve the Corporation in one or more capacities other than that of director and receive compensation for services rendered in those other capacities.

          3.6  Committees of the Board of Directors. The Board of Directors may designate from among its members an executive committee or one or more other standing or ad hoc committees, each consisting of one or more directors, who serve at the pleasure of the Board of Directors. Subject to the limitations imposed by the Code, each committee shall have the authority set forth in the resolution establishing the committee or in any other resolution of the Board of Directors specifying, enlarging, or limiting the authority of the committee.

          3.7  Qualification of Directors. No person elected to serve as a director of the Corporation shall assume office and begin serving unless and until duly qualified to serve, as determined by reference to the Code, the Articles of Incorporation, and any further eligibility requirements established in these Bylaws.

          3.8  Certain Nomination Requirements. No person may be nominated for election as a director at any annual or special meeting of shareholders unless (a) the nomination has been or is being made pursuant to a recommendation or approval of the Board of Directors of the Corporation or a properly constituted committee of the Board of Directors previously delegated authority to recommend or approve nominees for director; (b) the person is nominated by a shareholder of the Corporation who is entitled to vote for the election of the nominee at the subject meeting, and the nominating shareholder has furnished written notice to the Secretary of the Corporation, at the Corporation’s principal office, not later than 60 days before the date that corresponds to the month and day of the prior year on which the Corporation first mailed its proxy materials for the prior year’s annual meeting of shareholders, and the notice (i) sets forth with respect to the person to be nominated his or her name, age, business and residence addresses, principal business or occupation during the past five years, any affiliation with or material interest in the Corporation or any transaction involving the Corporation, and any affiliation with or material interest in any person or entity having an interest materially adverse to the Corporation, and (ii) is accompanied by the sworn or certified statement of the shareholder that the nominee has consented to being nominated and that the shareholder believes the nominee will stand for election and will serve if elected; or (c) (i) the person is nominated to replace a person previously identified as a proposed nominee (in accordance with the provisions of subpart (b) of this Section 3.8) who has since become unable or unwilling to be nominated or to serve if elected, (ii) the shareholder who furnished such previous identification makes the replacement nomination and delivers to the Secretary of the Corporation (at the time of or prior to making the replacement nomination) an affidavit or other sworn statement affirming that the shareholder had no reason to believe the original nominee would be so unable or unwilling, and (iii) such shareholder also furnishes in writing to the Secretary of the Corporation (at the time of or prior to making the replacement nomination) the same type of information about the replacement nominee as required by subpart (b) of this Section 3.8 to have been furnished about the original nominee. The chairman of any meeting of shareholders at which one or more directors are to be elected, for good cause shown and with proper regard for the orderly conduct of business at the meeting, may waive in whole or in part the operation of this Section 3.8.

ARTICLE IV

Meetings of the Board of Directors

          4.1  Regular Meetings. A regular meeting of the Board of Directors shall be held in conjunction with each annual meeting of shareholders. In addition, the Board of Directors may, by prior resolution, hold regular meetings at other times.

          4.2  Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Chief Executive Officer, or any two directors in office at that time.

          4.3  Place of Meetings. Directors may hold their meetings at any place in or outside the State of Georgia that the Board of Directors may establish from time to time.

          4.4  Notice of Meetings.Directors need not be provided with notice of any regular meeting of the Board of Directors. Unless waived in accordance with Section 4.10, the Corporation shall give at least two days’ notice to each director of the date, time, and place of each special meeting. Notice of a meeting shall be deemed to have been given to any director in attendance at any prior meeting at which the date, time, and place of the subsequent meeting was announced.

          4.5  Quorum. At meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business.

          4.6  Vote Required for Action. If a quorum is present when a vote is taken, the vote of a majority of the directors present at the time of the vote will be the act of the Board of Directors, unless the vote of a greater number is required by the Code, the Articles of Incorporation, or these Bylaws. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (a) he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at it; (b) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

          4.7  Participation by Conference Telephone. Members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment through which all persons participating may hear and speak to each other. Participation in a meeting pursuant to this Section 4.7 shall constitute presence in person at the meeting.

          4.8  Action by Directors Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent, describing the action taken, is signed by each director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. The consent may be executed in counterparts, and shall have the same force and effect as a unanimous vote of the Board of Directors at a duly convened meeting.

          4.9  Adjournments. A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the directors present to reconvene at a specific time and place. It shall not be necessary to give notice to the directors of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting that was adjourned, unless a quorum was not present at the meeting that was adjourned, in which case notice shall be given to directors in the same manner as for a special meeting. At any such reconvened meeting at which a quorum is present, any business may be transacted that could have been transacted at the meeting that was adjourned.

          4.10  Waiver of Notice.A director may waive any notice required by the Code, the Articles of Incorporation, or these Bylaws before or after the date and time of the matter to which the notice relates, by a written waiver signed by the director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Attendance by a director at a meeting shall constitute waiver of notice of the meeting except where a director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or to transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

ARTICLE V

Officers

          5.1  Officers.The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, and may include a Chief Executive Officer separate from the President, each of whom shall be elected or appointed by the Board of Directors. The Board of Directors may also elect a Chairman of the Board from among its members. The Board of Directors from time to time may, or may authorize the Chief Executive Officer to, create and establish the duties of other offices and may, or may authorize the Chief Executive Officer to, elect or appoint, or authorize specific senior officers to appoint, the persons who shall hold such other offices, including one or more Vice Presidents (including Executive Vice Presidents, Senior Vice Presidents, Assistant Vice Presidents, and the like), one or more Assistant Secretaries, and one or more Assistant Treasurers. Whether or not so provided by the Board of Directors, the Chairman of the Board or the Chief Executive Officer may appoint one or more Assistant Secretaries and one or more Assistant Treasurers. Any two or more offices may be held by the same person.

          5.2  Term.Each officer shall serve at the pleasure of the Board of Directors (or, if appointed by the Chief Executive Officer or a senior officer pursuant to this Article Five, at the pleasure of the Board of Directors, the Chief Executive Officer, or the senior officer authorized to have appointed the officer) until his death, resignation, or removal, or until his replacement is elected or appointed in accordance with this Article Five.

          5.3  Compensation.The compensation of all officers of the Corporation shall be fixed by the Board of Directors or by a committee or officer appointed by the Board of Directors. Officers may serve without compensation.

          5.4  Removal. All officers (regardless of how elected or appointed) may be removed, with or without cause, by the Board of Directors, and any officer appointed by the Chief Executive Officer or another senior officer may also be removed, with or without cause, by the Chief Executive Officer or by any senior officer authorized to have appointed the officer to be removed. Removal will be without prejudice to the contract rights, if any, of the person removed, but shall be effective notwithstanding any damage claim that may result from infringement of such contract rights.

          5.5  Chairman of the Board.The Chairman of the Board (if there be one) shall preside at and serve as chairman of meetings of the shareholders and of the Board of Directors (unless another person is selected under Section 2.9 to act as chairman). The Chairman of the Board shall perform other duties and have other authority as may from time to time be delegated by the Board of Directors.

          5.6  Chief Executive Officer. The Chief Executive Officer (if there be one) shall be charged with the general and active management of the Corporation, shall see that all orders and resolutions of the Board of Directors are carried into effect, shall have the authority to select and appoint employees and agents of the Corporation, and shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board. The Chief Executive Officer shall perform any other duties and have any other authority as may be delegated from time to time by the Board of Directors, and shall be subject to the limitations fixed from time to time by the Board of Directors.

          5.7  President. If there shall be no separate Chief Executive officer of the Corporation, then the President shall be the chief executive officer of the Corporation and shall have all the duties and authority given under these Bylaws to the Chief Executive Officer. The President shall otherwise be the chief operating officer of the Corporation and shall, subject to the authority of the Chief Executive Officer, have responsibility for the conduct and general supervision of the business operations of the Corporation. The President shall perform such other duties and have such other authority as may from time to time be delegated by the Board of Directors or the Chief Executive Officer. In the absence or disability of the Chief Executive Officer, the President shall perform the duties and exercise the powers of the Chief Executive Officer.

          5.8  Vice Presidents. The Vice President (if there be one) shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, whether the duties and powers are specified in these Bylaws or otherwise. If the Corporation has more than one Vice President, the one designated by the Board of Directors or the Chief Executive Officer (in that order of precedence) shall act in the event of the absence or disability of the President. Vice Presidents shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors, the Chief Executive Officer, or the President.

          5.9  Secretary. The Secretary shall be responsible for preparing minutes of the meetings of shareholders, directors, and committees of directors and for authenticating records of the Corporation. The Secretary or any Assistant Secretary shall have authority to give all notices required by law or these Bylaws. The Secretary shall be responsible for the custody of the corporate books, records, contracts, and other documents. The Secretary or any Assistant Secretary may affix the corporate seal to any lawfully executed documents requiring it, may attest to the signature of any officer of the Corporation, and shall sign any instrument that requires the Secretary’s signature. The Secretary or any Assistant Secretary shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors, the Chief Executive Officer, or the President.

          5.10  Treasurer.Unless otherwise provided by the Board of Directors, the Treasurer shall be responsible for the custody of all funds and securities belonging to the Corporation and for the receipt, deposit, or disbursement of these funds and securities under the direction of the Board of Directors. The Treasurer shall cause full and true accounts of all receipts and disbursements to be maintained and shall make reports of these receipts and disbursements to the Board of Directors, the Chief Executive Officer and President upon request. The Treasurer or Assistant Treasurer shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors, the Chief Executive Officer, or the President.

ARTICLE VI

Distributions and Dividends

          Unless the Articles of Incorporation provide otherwise, the Board of Directors, from time to time in its discretion, may authorize or declare distributions or share dividends in accordance with the Code.

ARTICLE VII

Shares

          7.1  Shares with or without Certificates.The Corporation may issue shares in the Corporation with or without certificates. All certificates representing shares of the Corporation shall be in such form as the Board of Directors from time to time may adopt in accordance with the Code. Share certificates shall be in registered form and shall indicate the date of issue, the name of the Corporation, that the Corporation is organized under the laws of the State of Georgia, the name of the shareholder, and the number and class of shares and designation of the series, if any, represented by the certificate. Each certificate shall be signed by the President or a Vice President (or in lieu thereof, by the Chairman of the Board or Chief Executive Officer, if there be one) and may be signed by the Secretary or an Assistant Secretary; provided, however, that where the certificate is signed (either manually or by facsimile) by a transfer agent, or registered by a registrar, the signatures of those officers may be facsimiles. Within a reasonable time after the issue or transfer of shares without certificates, the Corporation shall send the holder of such shares a written statement as prescribed by the Code.

          7.2  Rights of Corporation with Respect to Registered Owners.Prior to due presentation for transfer of registration of its shares, the Corporation may treat the registered owner of the shares (or the beneficial owner of the shares to the extent of any rights granted by a nominee certificate on file with the Corporation pursuant to any procedure that may be established by the Corporation in accordance with the Code) as the person exclusively entitled to vote the shares, to receive any dividend or other distribution with respect to the shares, and for all other purposes; and the Corporation shall not be bound to recognize any equitable or other claim to or interest in the shares on the part of any other person, whether or not it has express or other notice of such a claim or interest, except as otherwise provided by law.

          7.3  Transfers of Shares. Transfers of shares shall be made upon the books of the Corporation kept by the Corporation or by the transfer agent designated to transfer the shares, only upon direction of the person named in the certificate (or, with respect to uncertificated shares, the registered owner of such shares) or by an attorney lawfully constituted in writing. Before any new certificate is issued or before any transfer of uncertificated shares is registered, any old certificate shall be surrendered for cancellation or, in the case of a certificate alleged to have been lost, stolen, or destroyed, the provisions of Section 7.5 of these Bylaws shall have been complied with.

          7.4  Duty of Corporation to Register Transfer.Notwithstanding any of the provisions of Section 7.3 of these Bylaws, the Corporation is under a duty to register the transfer of its shares only if: (a) the share certificate, if any, is endorsed by the appropriate person or persons; (b) reasonable assurance is given that each required endorsement or other instruction is genuine and authorized; (c) the Corporation has no duty to inquire into adverse claims or has discharged any such duty; (d) any applicable law relating to the collection of taxes has been complied with; (e) the transfer is in fact rightful or is to a bona fide purchaser; and (f) the transfer is in compliance with applicable provisions of any transfer restrictions of which the Corporation shall have notice.

          7.5  Lost, Stolen, or Destroyed Certificates. Any person claiming a share certificate to be lost, stolen, or destroyed shall make an affidavit or affirmation of this claim in such a manner as the Corporation may require and shall, if the Corporation requires, give the Corporation a bond of indemnity in form and amount, and with one or more sureties satisfactory to the Corporation, as the Corporation may require, whereupon an appropriate new certificate may be issued in lieu of the one alleged to have been lost, stolen or destroyed.

          7.6  Fixing of Record Date. For the purpose of determining shareholders (a) entitled to notice of or to vote at any meeting of shareholders or, if necessary, any adjournment thereof, (b) entitled to receive payment of any distribution or dividend, or (c) for any other proper purpose, the Board of Directors may fix in advance a date as the record date. The record date may not be more than 70 days (and, in the case of a notice to shareholders of a shareholders’ meeting, not less than 10 days) prior to the date on which the particular action, requiring the determination of shareholders, is to be taken. A separate record date may be established for each Voting Group entitled to vote separately on a matter at a meeting. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting, unless the Board of Directors shall fix a new record date for the reconvened meeting, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

          7.7  Record Date if None Fixed. If no record date is fixed as provided in Section 7.6, then the record date for any determination of shareholders that may be proper or required by law shall be, as appropriate, the date on which notice of a shareholders’ meeting is mailed, the date on which the Board of Directors adopts a resolution declaring a dividend or authorizing a distribution, or the date on which any other action is taken that requires a determination of shareholders.

ARTICLE VIII

Indemnification

          8.1   Indemnification of Directors. The Corporation shall indemnify and hold harmless any person (an “Indemnified Person”) who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including any action or suit by or in the right of the corporation) by reason of the fact that he is or was a director of the corporation, against expenses (including, but not limited to, attorney’s fees and disbursements, court costs and expert witness fees), and against any judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding; provided, that no indemnification shall be made in respect of (a) expenses, judgments, fines and amounts paid in settlement attributable to (i) any appropriation, in violation of such person’s duty to the corporation, of any business opportunity of the corporation, (ii) acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) liability under Section 14-2-832 of the Georgia Business Corporation Code, and (iv) any transaction from which such person derived an improper personal benefit, or (b) any other judgments, fines and amounts paid in settlement to the extent that such amounts do not exceed liability limits, if any, set forth in the corporation’s articles of incorporation.

          8.2  Indemnification of Officers and Others.

a. The Board of Directors shall have the power to cause the Corporation to provide to officers, employees, and agents of the Corporation all or any part of the right to indemnification and other rights of the type provided under Sections 8.1, 8.5, and 8.11 of this Article Eight (subject to the conditions, limitations, and obligations specified therein, but not subject however to the limitation imposed under clause (b) of Section 8.1 of this Article Eight), upon a resolution to that effect identifying officers, employees, or agents (by position or name) and specifying the particular rights provided, which may be different for each of the officers, employees and agents identified. Each officer, employee, or agent of the Corporation so identified shall be an “Indemnified Person” for purposes of the provisions of this Article Eight.

b. The Corporation shall indemnify and hold harmless each officer identified as an executive officers in the Corporation’s reports and filings with the United States Securities and Exchange Commission (an “Executive Officer”) who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including any action or suit by or in the right of the corporation) by reason of the fact that he is or was an officer or agent of the corporation, against expenses (including, but not limited to, attorney’s fees and disbursements, court costs and expert witness fees), and against any judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding; provided, that no indemnification shall be made in respect of expenses, judgments, fines and amounts paid in settlement attributable to (i) any appropriation, in violation of such person’s duty to the corporation, of any business opportunity of the corporation, (ii) acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) liability under Section 14-2-832 of the Georgia Business Corporation Code, and (iv) any transaction from which such person derived an improper personal benefit. Each Executive Officer shall be an “Indemnified Person” for purposes of the provisions of this Article Eight.

          8.3  Subsidiaries. The Board of Directors shall have the power to cause the Corporation to provide to any director, officer, employee, or agent of the Corporation who also is a director, officer, trustee, general partner, employee, or agent of a Subsidiary (as defined below), all or any part of the right to indemnification and other rights of the type provided under Sections 8.1, 8.2, 8.5, and 8.11 of this Article Eight (subject to the conditions, limitations, and obligations specified therein with regard to amounts actually and reasonably incurred by such person by reason of the fact that he is or was a director, officer, trustee, general partner, employee or agent of the Subsidiary. The Board of Directors shall exercise such power, if at all, through a resolution identifying the person or persons to be indemnified (by position or name) and the Subsidiary (by name or other classification), and specifying the particular rights provided, which may be different for each of the directors, officers, employees and agents identified. Each person so identified shall be an “Indemnified Person” for purposes of the provisions of this Article Nine. As used in this Article Nine, “Subsidiary” shall mean (i) another corporation, joint venture, trust, partnership or unincorporated business association more than twenty percent (20%) of the voting capital stock or other voting equity interest of which was, at or after the time the circumstances giving rise to such action, suit or proceeding arose, owned, directly or indirectly, by the corporation, or (ii) a nonprofit corporation which receives its principal financial support from the corporation or its subsidiaries.

          8.4  Determination. Notwithstanding any judgment, order, settlement, conviction, or plea in any action, suit or proceeding of the kind referred to in Section 8.1 of this Article Eight, an Indemnified Person shall be entitled to indemnification as provided in such Section 8.1 unless a determination that such Indemnified Person is not entitled to such indemnification (because of the applicability of clause (a) or (b) of such Section 8.1) shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who are not seeking the benefits of such indemnification; or (ii) if such quorum is not obtainable, or, even if obtainable if a quorum of such disinterested directors so directs, in a written opinion by independent legal counsel (which counsel may be the outside legal counsel regularly employed or retained by the corporation); or (iii) if a quorum cannot be obtained under (i) above and in the absence of a written opinion by independent legal counsel by majority vote or consent of a committee duly designated by the Board of Directors (in which designation interested directors may participate), consisting solely of one or more directors who are not seeking the benefit of such indemnification. Provided, however, that notwithstanding any determination pursuant to the preceding sentence, if such determination shall have been made at a time that the members of the Board of Directors, so serving when the events upon which such Indemnified Person’s liability has been based occurred, no longer constitute a majority of the members of the Board of Directors, then such Indemnified Person shall nonetheless be entitled to indemnification as set forth in such Section 8.1 unless the Company shall carry the burden of proving, in an action before any court of competent jurisdiction, that such Indemnified Person is not entitled to indemnification because of the applicability of clause (a) or (b) of such Section 8.1.

          8.5  Advances.Expenses (including, but not limited to, attorneys’fees and disbursements, court costs, and expert witness fees) incurred by the Indemnified Person in defending any action, suit or proceeding of the kind described in Section 8.1 or 8.2 hereof shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding only upon: (i) the Indemnified Person delivering the affirmation and the undertaking described in subparagraph (c) of Section 856 of the Code (whether or not such Indemnified Person is a director), and (ii) the Board of Directors shall not have made a determination, (any such determination to be made in the manner described in Section 8.4 of these Bylaws), that the person seeking indemnification is not entitled to indemnification because such person’s conduct constitutes behavior of the type described in either clauses (a) or (b) of Section 8.1 of these Bylaws or clauses (i), (ii), (iii) or (iv) of Section 8.2(b) of these Bylaws. The Corporation may make the advances contemplated by this Section 8.5 regardless of the Indemnified Person’s financial ability to make repayment. Advances and undertakings to repay pursuant to this Section 8.5 shall be on such terms and conditions as the Board of Directors shall determine from time to time, and may be unsecured and interest-free.

          8.6  Non-Exclusivity; Continuing Benefits. The indemnification and advancement of expenses provided by this Article Eight shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation, or any Bylaw, resolution, agreement, vote of shareholders or disinterested directors or otherwise, both as to actions in his official capacity and as to actions in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent of the corporation, as the case may be, and shall inure to the benefit of the heirs, executors and administrators of such a person.

          8.7  Insurance.The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, trustee, general partner, employee, or agent of another corporation, nonprofit corporation, joint venture, trust, partnership, unincorporated business association or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article Eight.

          8.8  Notice.If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the corporation, the corporation shall, not later than the next annual meeting of shareholders, unless such meeting is held within three (3) months from the date of such payment, and in any event, within fifteen (15) months from the date of such payment, send by first class mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the persons paid, the amount paid and the nature and status at the time of such payment of the litigation or threatened litigation.

          8.9  Security.The Corporation may designate certain of its assets as collateral, provide self-insurance or otherwise secure its obligations under this Article Eight, or under any indemnification agreement or plan of indemnification adopted and entered into in accordance with the provisions of this Article Eight, as the Board of Directors deems appropriate.

          8.10  Amendment.Any amendment to this Article Eight that limits or otherwise adversely affects the right of indemnification, advancement of expenses, or other rights of any Indemnified Person hereunder shall, as to such Indemnified Person, apply only to claims, actions, or proceedings based on actions, events, or omissions (collectively, “Post Amendment Events”) occurring after such amendment and after delivery of notice of such amendment to the Indemnified Person so affected. Any Indemnified Person shall, as to any claim, action, suit or proceeding based on actions, events, or omissions occurring prior to the date of receipt of such notice, be entitled to the right of indemnification, advancement of expenses, and other rights under this Article Eight to the same extent as had such provisions continued as part of the Bylaws of the Corporation without such amendment. This Section 8.10 cannot be altered, amended, or repealed in a manner effective as to any Indemnified Person (except as to Post Amendment Events) without the prior written consent of such Indemnified Person. The Board of Directors may not alter, amend or repeal any provision of this Article Eight in a manner that extends or enlarges the right of any person to indemnification or advancement of expenses hereunder, except with the approval of the holders of a majority of all the shares of capital stock of the corporation entitled to vote thereon at a meeting called for such purpose.

          8.11  Agreements. The provisions of this Article Eight shall be deemed to constitute an agreement between the Corporation and each Person entitled to indemnification hereunder. In addition to the rights provided in this Article Eight, the Corporation shall have the power, upon authorization by the Board of Directors, to enter into an agreement or agreements providing to any person who is or was a director, officer, employee or agent of the Corporation indemnification rights substantially similar to those provided in this Article Eight.

          8.12  Successors.For purposes of this Article Eight, the terms “Corporation” or “this Corporation” shall include any corporation, joint venture, trust, partnership, or unincorporated business association which is the successor to all or substantially all of the business or assets of this Corporation, as a result of merger, consolidation, sale, liquidation, or otherwise, and any such successor shall be liable to the persons indemnified under this Article Eight on the same terms and conditions and to the same extent as this Corporation.

          8.13  Additional Indemnification. In addition to the specific indemnification rights set forth herein, the Corporation shall indemnify each of its directors and officers to the full extent permitted by action of the Board of Directors without shareholder approval under the Code or other laws of the State of Georgia as in effect from time to time.

ARTICLE IX

Miscellaneous

          9.1  Inspection of Books and Records. The Board of Directors shall have the power to determine which accounts, books, and records of the Corporation shall be available for shareholders to inspect or copy, except for those books and records required by the Code to be made available upon compliance by a shareholder with applicable requirements, and shall have the power to fix reasonable rules and regulations (including confidentiality restrictions and procedures) not in conflict with applicable law for the inspection and copying of accounts, books, and records that by law or by determination of the Board of Directors are made available. Unless required by the Code or otherwise provided by the Board of Directors, a shareholder of the Corporation holding less than two percent (2%) of the total shares of the Corporation then outstanding shall have no right to inspect the books and records of the Corporation.

          9.2  Fiscal Year. The Board of Directors is authorized to fix the fiscal year of the Corporation and to change the fiscal year from time to time as it deems appropriate.

          9.3  Corporate Seal. The corporate seal will be in such form as the Board of Directors may from time to time determine. The Board of Directors may authorize the use of one or more facsimile forms of the corporate seal. The corporate seal need not be used unless its use is required by law, by these Bylaws, or by the Articles of Incorporation.

          9.4  Annual Statements. Not later than four months after the close of each fiscal year, and in any case prior to the next annual meeting of shareholders, the Corporation shall prepare (a) a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and (b) a profit and loss statement showing the results of its operations during its fiscal year. Upon receipt of written request, the Corporation promptly shall mail to any shareholder of record a copy of the most recent such balance sheet and profit and loss statement, in such form and with such information as the Code may require.

          9.5  Notice.

a. Whenever these Bylaws require notice to be given to any shareholder or to any director, the notice may be given by mail, in person, by courier delivery, by telephone, or by telecopier, telegraph, or similar electronic means. Whenever notice is given to a shareholder or director by mail, the notice shall be sent by depositing the notice in a post office or letter box in a postage-prepaid, sealed envelope addressed to the shareholder or director at his or her address as it appears on the books of the Corporation. Any such written notice given by mail shall be effective: (i) if given to shareholders, at the time the same is deposited in the United States mail; and (ii) in all other cases, at the earliest of (x) when received or when delivered, properly addressed, to the addressee’s last known principal place of business or residence, (y) five days after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed, or (z) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Whenever notice is given to a shareholder or director by any means other than mail, the notice shall be deemed given when received.

b. In calculating time periods for notice, when a period of time measured in days, weeks, months, years, or other, measurement of time is prescribed for the exercise of any privilege or the discharge of any duty, the first day shall not be counted but the last day shall be counted.

ARTICLE X

Amendments

          Except as otherwise provided under the Code or in Article 8 hereof, the Board of Directors shall have the power to alter, amend, or repeal these Bylaws or adopt new Bylaws. Any Bylaws adopted by the Board of Directors may be altered, amended, or repealed, and new Bylaws adopted, by the shareholders. The shareholders may prescribe in adopting any Bylaw or Bylaws that the Bylaw or Bylaws so adopted shall not be altered, amended, or repealed by the Board of Directors.

EX-10

EXHIBIT 10.8

IMMUCOR, INC.
2003 STOCK OPTION PLAN
As Amended

    1.        Purpose. This 2003 STOCK OPTION PLAN (the “Plan”) has been established by Immucor, Inc., a Georgia corporation (the “Company”), to secure for the Company and its shareholders the benefits arising from capital stock ownership by those who will contribute to its future growth and continued success. The Plan will provide a means whereby such persons may purchase shares of the common stock, $0.10 par value, of the Company (“Common Stock”) pursuant to options.

    2.       Administration.

             (a)        The authority to manage and control the operation and administration of the Plan shall be vested in a committee (the “Committee”) of at least three (3) members of the Board of Directors to be appointed at the pleasure of the Board of Directors of the Company.

             (b)        The Committee shall be subject in all respects to the supervisory prerogative of the Board of Directors of the Company. To the extent permitted by applicable law, the powers of the Committee may be exercised by the Board of Directors, in which case the references to the Committee shall be construed to apply equally to the Board of Directors.

             (c)        The Committee shall have the power to interpret and apply the Plan and to make regulations for carrying out its purpose. Any interpretation of the Plan by the Committee and any decision made by the Committee on any other matter relating to the Plan shall be final and binding on all persons.

             (d)        No member of the Committee shall be liable for any action or determination made in good faith and permitted by the terms of the Plan.

    3.        Participation. Subject to the terms of the Plan, the Committee shall determine and designate, from time to time, employees and directors of the Company or any of its subsidiaries to whom options are to be granted (the “Participants”), the number of shares of Common Stock that shall be subject to options granted to each Participant, the terms and conditions of each option, and the voting and transfer restrictions, if any, to which the shares of Common Stock obtainable upon exercise of each option shall be subject.

    4.        Shares Subject to the Plan. The shares of stock that may be subject to options under the Plan shall be shares of Common Stock, and may consist of either unissued shares or shares held in the treasury of the Company. The aggregate number of shares of Common Stock for which options may be granted under the Plan shall not exceed Four Hundred Thousand Shares (400,000) shares, subject to such adjustments as may take place in accordance with Section 12. If, as to any number of shares, any option granted pursuant to the Plan expires or terminates while the Plan remains in effect, such number of shares shall again be available for grant under the Plan.

    5.        Option Price. The price at which a share of Common Stock may be purchased pursuant to the exercise of an option under the Plan, shall be fixed by the Committee on the date the option is granted.

    6.        Option Expiration Date. The “Expiration Date” with respect to an option granted to a Participant under the Plan means the date established by the Committee as the date after which the option is not exercisable.

    7.        Exercise of Option.

             (a)        Each option shall be exercisable at such time or times as shall be established hereunder. The Committee may, in its discretion, accelerate the exercisability of any one or more options at any time and for any reason. A Participant may exercise an option by giving written notice (the “Exercise Notice”) thereof prior to the option’s Expiration Date to the Secretary of the Company at the Company’s corporate headquarters.

             (b)        The full purchase price of the shares purchased pursuant to the exercise of an option shall be paid in cash or check or by tender of stock certificates in proper form for transfer to the Company representing shares of Common Stock valued at the last sales price of the Common Stock on the preceding business day as reported on the National Association of Securities Dealers Automated Quotation System (NASDAQ) National Market System, or any successor system, or by any combination of the foregoing, contemporaneously with the giving of the Exercise Notice. The Committee also may accept in payment of all or part of the purchase price a promissory note of the Participant, except to the extent prohibited by law. In addition to payment of the full price, the Participant shall pay to the Company at the time of exercise, or shall otherwise make arrangements satisfactory to the Committee regarding payment of, any additional amount that the Committee deems necessary to satisfy the Company’s liability to withhold federal, state or local income or other taxes incurred by reason of exercise of the option.

    8.        Termination of Employment. The Committee may specify, with respect to the options granted to any particular Optionee who is an employee of the Company, the effect upon such Optionee’s right to exercise an option of the termination of such Optionee’s employment under various circumstances, which effect may include immediate or deferred termination of such Optionee’s rights under an option, or acceleration of the date at which an option may be exercised in full.

    9.        Compliance With Applicable Laws. Notwithstanding any other provision of the Plan, the Company shall not be obligated to issue any shares of Common Stock under the Plan unless such issuance is in compliance with all applicable laws and any applicable requirements of any securities exchange on which the Common Stock is traded. Prior to the issuance of any shares of Common Stock under the Plan, the Company may require a written statement from the recipient as evidence of such compliance, including, in some cases, an acknowledgment by the recipient that the recipient is acquiring the shares for investment and not for the purpose or with the intention of distributing the shares.

    10.        Transferability and Restrictions Upon Transfer and Voting. Other than as provided in an Option Agreement (as defined under Section 13 below) in a form approved by the Committee, options under the Plan are not transferable except by will or under the laws of descent and distribution, and options may be exercised during the lifetime of the Participant only by the Participant. Shares of Common Stock received upon exercise of options granted under the Plan may be subject to such voting and transfer restrictions as the Committee in its sole discretion shall establish at the time such options are granted. If the transfer or voting of shares obtained upon exercise of an option is restricted, certificates representing such shares may bear a legend referring to such restrictions.

    11.        Employment and Shareholder Status. This Plan, any document describing this Plan, the grant of any option hereunder, and any agreement evidencing the grant of such option shall not be construed to give any Participant or any other person a right to employment or continued employment by the Company or affect the right of the Company to terminate the employment of any such person with or without cause. The grant of an option under the Plan shall not confer upon the holder thereof any right as a shareholder of the Company. No person entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of record with respect to any shares of Common Stock issuable upon exercise of such option until such option is exercised and certificates representing such shares have been issued and delivered.

    12.        Adjustments and Ownership Changes.

             (a)        In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend, stock split, or similar corporate change involving the Common Stock, the aggregate number and kind of shares subject to options outstanding or to be granted under the Plan shall be proportionately adjusted or modified, and the terms of any outstanding option shall be adjusted or modified accordingly.

             (b)        Unless otherwise provided in the Option Agreement (as defined in Section 13 hereof), in the event of any merger, consolidation, reorganization, division or other corporate transaction in which the Common Stock is converted into another security or into the right to receive securities or property of the Company or of any other entity (an “Ownership Change”), the Company shall have the right, at its discretion, to provide for the assumption or substitution of comparable stock options in place of the options theretofore granted hereunder.

             (c)        Unless otherwise provided in the Option Agreement (as defined in Section 13 hereof), in the event such an Ownership Change takes place and provision is not made for such assumption or substitution, or in the event that the Company sells all or substantially all of its assets, or engages in a liquidation of all or substantially all of its assets (a “Termination Event”), the Committee may, in its discretion, accelerate the exercisability of any one or more options in accordance with Section 7. It is the policy of the Company that the decision whether to accelerate the exercisability of outstanding options take into account such factors as the profitability of the transaction giving rise to the Termination Event to the shareholders of the Company, the likelihood that the business of the Company will substantially continue under the same, different or changed ownership following such transaction, the tenure and performance of individual Participants, the possibility that some or all of the Participants receive or are invited to participate in benefits or benefit plans if they continue as employees of the successor to the Company’s business or other consideration in connection with such transaction, and any other factors that may be appropriate within the scope of their business judgment. Whether or not such acceleration occurs, all outstanding exercisable and non-exercisable options shall be canceled to the extent they remain unexercised at the time such transaction is consummated.

             (d)        In no event shall any fraction of a share of stock be issued upon the exercise of an option.

    13.        Agreement With Company. At the time of a grant of an option, the Committee shall require a Participant to enter into a written agreement with the Company in a form specified by the Committee (the “Option Agreement”). The Option Agreement shall reflect the Participant’s agreement to the terms and conditions of the Plan and to such additional terms and conditions, not inconsistent with the Plan, as the Committee may, in its sole discretion, prescribe. No option purported to be granted pursuant to the Plan shall be valid or binding on the Company unless evidenced by an Option Agreement approved by the Committee.

    14.        Amendment and Termination of Plan. The Board of Directors of the Company may at any time amend, suspend or terminate the Plan. No amendment, suspension or termination of the Plan (other than in connection with such actions as are expressly authorized in the Plan) shall adversely affect or impair any option previously granted under the Plan without the consent of the holder thereof.

IMMUCOR, INC.
OPTION AGREEMENT –2003 PLAN
(Employees)

        THIS OPTION AGREEMENT (this “Agreement”), dated as of «GrantDate», is by and between IMMUCOR, INC., a Georgia corporation (the “Company”), and «Name» (the “Optionee”).

        WHEREAS, the Board of Directors of the Company has determined that the Optionee is to be granted under the Company’s 2003 Stock Option Plan (the “Plan”), on the terms and conditions set forth herein, an option (the “Option”) to purchase a specified number of shares of the common stock, par value $0.10 per share, of the Company (the “Common Stock”).

        NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

    1.        Grant of Option:   Number of Shares and Option Price. The Option is for up to «Total_Shares» shares of Common Stock (the “Option Shares”) at a price of $«Price» per share (the “Option Price”). The Option is granted pursuant to the Plan and is subject to the terms and conditions thereof, which are incorporated herein by this reference. To the extent any provision in this Agreement is inconsistent with the Plan, the provisions of the Plan shall govern. The Optionee hereby acknowledges receipt of, or access to, a copy of the Plan.

    2.        Period of Option and Conditions of Exercise.

    (a)        The Option was granted on the date of this Agreement (the “Option Date”). The Option shall expire on «ExpDate» (the “Expiration Date”). Upon the Expiration Date, the Optionee shall no longer be entitled to exercise the Option.

    (b)        The Option may be exercised with respect to the number of Option Shares, at the times and under the conditions, if any, set forth on Exhibit A hereto (subject to the provisions of Sections 4 and 5 of this Agreement). Once the Option is exercisable with respect to a number of Option Shares, the Optionee may exercise the Option at any time from time to time with respect to all or part of those Option Shares (except as provided in Section 4). If requested by the Company, the Optionee shall deliver this Agreement to the Secretary of the Company at the time of exercise of the Option so that a notation may be made in this Agreement as to such exercise. After such notation has been made, this Agreement shall then be returned to the Optionee.

    (c)        To exercise the Option, the Optionee must deliver to the Secretary of the Company at its corporate headquarters the Notice of Exercise attached as Exhibit B to this Agreement together with payment of the aggregate exercise price in the manner permitted by the Plan.

    (d)        The Optionee shall not be deemed to be a holder of any Option Shares following the exercise of the Option until the full exercise price for such shares has been paid and a stock certificate has been issued and delivered for such shares.

    3.        Adjustment in Number of Shares. The number of Option Shares shall be subject to adjustment for stock dividends, stock splits, or similar corporate change involving the Common Stock to the extent set forth in Section 12 of the Plan.

    4.        Termination of Employment. In the event the Optionee’s employment with the Company or any of its subsidiaries terminates for any reason, all of Optionee’s rights and privileges shall terminate immediately with respect to the unvested portion of the Option (that portion of this Option that immediately prior to such termination was not exercisable), and such portion of the Option shall not thereafter become exercisable. In addition, the Optionee’s right to exercise the vested portion of the Option (that portion of the option that was exercisable immediately prior to the termination of the Optionee’s employment with the Company or any of its subsidiaries) shall be adjusted as follows:

    (a)        In the event of the termination of the Optionee’s employment with the Company or any of its subsidiaries, other than a termination that is either (i) for Cause, (ii) voluntary on the part of the Optionee and without written consent of the Company, or (iii) for reasons of death or disability, the Optionee may exercise this Option at any time before the earlier of the expiration date of this Option or within three months after such termination to the extent the Option had vested (the number of shares as to which the Option was exercisable hereunder at the date of such termination).

    (b)        In the event of a termination of the Optionee’s employment with the Company or any of its subsidiaries that is either (i) for Cause or (ii) voluntary on the part of the Optionee and without written consent of the Company, this Option (both the vested and unvested portions), to the extent not previously exercised, shall terminate immediately and shall not thereafter be or become exercisable. For purposes of the Agreement, “Cause” shall mean destruction of property of the Company or a subsidiary, refusal or continuing inability to perform reasonably assigned duties, disregard of Company rules or policies, conduct evidencing willful or reckless disregard of the interests of the Company, or the breach of a material provision of this Agreement. Such determination shall be made by the Committee and shall be final and binding on all parties hereto.

    (c)        In the event of termination of employment with the Company or any of its subsidiaries because of the Optionee’s mental or physical disability determined by a medical doctor satisfactory to the Company, the Optionee (or his or her personal representative) may exercise this Option, within a period ending on the earlier of (a) the last day of the one year period following the Optionee’s termination or (b) the expiration date of this Option, to the extent the Option had vested (the number of shares as to which the Option was exercisable hereunder at the date of such termination).

    (d)        In the event of a termination of employment with the Company or any of its subsidiaries because of the Optionee’s death, the Optionee’s administrators, executors or personal representatives, may exercise this Option at any time within a period ending on the earlier of (a) the last day of the one year period following the Optionee’s death or (b) the expiration date of this Option, to the extent the Option had vested (the number of shares as to which the Option was exercisable hereunder at the date of such termination).

    5.        Ownership Change. In the event of any merger, consolidation, reorganization, division or other corporate transaction in which the common stock of the Company is converted into another security or into the right to receive securities or property of the Company or of any other entity (an “Ownership Change”), the Company shall provide for the assumption or substitution of comparable stock options in place of the Option.

    6.        Option Not Transferable. Except as provided below, the Option is not transferable other than by will or under the laws of descent and distribution, and during the lifetime of the Optionee the Option may be exercised only by the Optionee. In the case of non-Incentive Stock Options, options may be transferred pursuant to a Qualified Domestic Relations Order. In addition, in connection with the Participant’s estate plan, a Non-Incentive Stock Option may be assigned in whole or in part during the Optionee’s lifetime to one or more members of the Optionee’s immediate family or to a partnership, trust, limited liability company, or other entity established for the exclusive benefit of one or more such family members. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the Option pursuant to such assignment. The terms applicable to the assigned portion shall be the same as those in effect for this Option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Committee may deem appropriate. For purposes of this Agreement, “Qualified Domestic Relations Order” has the meaning set forth in the United States Internal Revenue Code of 1986 or in the Employee Retirement Income Security Act of 1974, or the rules and regulations promulgated under such Code or such Act.

    7.        Investment Representations.

    (a)        The Optionee acknowledges that, unless and until the Company notifies the Optionee otherwise, the Option and the Option Shares obtainable upon exercise of the Option have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under applicable state securities laws.

    (b)        The Optionee acknowledges that, prior to the issuance of the Option Shares, the Company may delay the delivery of certificates for the Option Shares for such time as the Company deems necessary or desirable to enable the Company to comply with (i) the requirements of the Securities Act or the Securities Exchange Act or 1934, as amended, or any rules or regulations of the Securities and Exchange Commission or any stock exchange promulgated thereunder; or (ii) the requirements of applicable state laws relating to authorization, issuance or sale of such securities. The Optionee shall provide such information as the Company deems necessary or desirable to secure such compliance.

    8.        Legends. The share certificates evidencing the Option Shares may contain such legends as may be required in keeping with applicable state corporation and securities laws.

    9.        Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been given when delivered by personal delivery, by facsimile transmission or by mail, to the following address:

To Optionee:	At the address shown under the Optionee's signature below.
To the Company:	Immucor, Inc.
	3130 Gateway Drive
	PO Box 5625
	Norcross, Georgia 30091-5625
	FAX: (404) 242-8930
	Attention: Chief Financial Officer

or at such other address or facsimile number as the parties hereto shall have last designated by notice to the other party. Any notice given by personal delivery or mail shall be deemed to have been delivered on the date of receipt of such delivery at such address; and any notice given by facsimile transmission shall be deemed to have been delivered on the date of transmission if received during business hours on a business day, or the next business day after transmission if received after business hours on a business day or at any time on a on-business day.

    10.        Failure to Enforce Not a Waiver. The failure of the Company or the Optionee to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provisions or of any other provision hereof.

    11.        Amendments. This Agreement may be amended or modified only by an instrument in writing signed by the Optionee and an authorized representative of the Company. Except as provided in Section 14, no third party shall be entitled to claim the benefit of or enforce this Agreement.

    12.        Governing Law. This Agreement has been entered into, and shall be governed by and construed according to the laws of the State of Georgia, without regard to the conflicts of law rules thereof.

    13.        Regulatory Approvals. The exercise of this Option shall be subject to the condition that if at any time the Company shall determine in its discretion that the satisfaction of withholding tax or other tax liabilities, or the listing, registration, or qualification of any shares of Common Stock upon any securities exchange or quotation system or under any federal or state law, or the consent or approval of any regulatory body, is necessary or desirable as a condition of, or in connection with, such exercise, then in any such event such exercise shall not be effective unless such liabilities have been satisfied or such listing, registration, qualification, consent, or approval shall have been effected or obtained.

    14.        Successors and Assigns. This Agreement shall inure to the benefit of, and be binding on, the successors and assigns of the Company, and such persons as may be permitted to succeed to the rights of the Optionee hereunder with respect to the Option and the Option Shares. The parties shall take such steps as reasonably may be necessary, including but not limited to the execution and delivery of an agreement or replace this Agreement, to give effect to the provisions of this Section 14 in a way that the relative benefits and obligations of the parties (and their successors and assigns) under this Agreement are preserved as closely as possible.

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

IMMUCOR, INC.

By:   __________________________________________

          Gioacchino De Chirico, President & CEO

______________________________________________

(Optionee Signature)

Name:          _____________________________________

Address:      _____________________________________

                      _____________________________________

                      _____________________________________

EXHIBIT A

To Option Agreement Dated As of «GrantDate»

Number of Option Shares and
Terms and Conditions of Exercise:

«Total_Shares» shares may be purchased pursuant to an exercise of the Option, with a percentage of that total purchasable on the following vesting schedule, provided the Optionee is still employed by Immucor, Inc. or a subsidiary on a full-time basis on such date:

50% of the total granted exercisable after «DateYr2».

25% of the total granted exercisable after «DateYr3».

25% of the total granted exercisable after «DateYr4».

Notwithstanding the foregoing schedule, all options shall be immediately exercisable on an accelerated basis in the event of a Termination Event as defined in Section 12 of the 2003 Plan, or a Change of Control. For purposes of this Agreement, “Change of Control” shall mean: (1) the consummation of the acquisition of 51% or more of the voting power or value of the outstanding stock of the Company pursuant to a tender offer validly made under any federal or state law (other than a tender offer by the Company or one approved in advance by the Board of Directors); (2) the consummation of a merger, consolidation or other reorganization of the Company (other than a re-incorporation of the Company or any merger, consolidation or other reorganization approved in advance by the Board of Directors), if after giving effect to such merger, consolidation or other reorganization of the Company, the stockholders of the Company immediately prior to such merger, consolidation or other reorganization do not represent a majority in interest of the holders of voting securities (on a fully diluted basis) with the ordinary voting power to elect directors of the surviving or resulting entity after such merger, consolidation or other reorganization; or (3) a change in the composition of a majority of the Company’s Board of Directors, other than such a change attributable to the election of any director recommended to the shareholders by a majority of the Board of Directors and other than changes attributable from the resignation of any director.

EXHIBIT B
NOTICE OF EXERCISE OF STOCK OPTIONS – 2003 PLAN

To Immucor, Inc.

        I hereby elect to purchase _________________________ shares of common stock, par value $0.10 per share (“Common Stock”), of Immucor, Inc. (the “Company”) in accordance with the option (“Option”) granted to me on «GrantDate», under the Option Agreement between the Company and me, dated as of that date (the “Option Agreement”). Enclosed is payment in full of the exercise price for such shares, calculated in accordance with the terms of the Company’s 2003 Stock Option Plan, consisting of a check in the amount of $___________.

        I hereby represent and warrant that my exercise of the Option is in compliance with the terms and conditions set forth in the Option Agreement. I further acknowledge and agree that the shares so purchased shall remain subject to the applicable terms and conditions set forth in the Option Agreement.

Date:_________________________________________      ____________________________________________

EX-10

EXHIBIT 10.9

IMMUCOR, INC.
1998 STOCK OPTION PLAN
As Amended

    1.        Purpose. This 1998 STOCK OPTION PLAN (the “Plan”) has been established by Immucor, Inc., a Georgia corporation (the “Company”), to secure for the Company and its shareholders the benefits arising from capital stock ownership by those who will contribute to its future growth and continued success. The Plan will provide a means whereby such persons may purchase shares of the common stock, $0.10 par value, of the Company (“Common Stock”) pursuant to options.

    2.       Administration.

             (a)        The authority to manage and control the operation and administration of the Plan shall be vested in a committee (the “Committee”) of at least three (3) members of the Board of Directors to be appointed at the pleasure of the Board of Directors of the Company.

             (b)        The Committee shall be subject in all respects to the supervisory prerogative of the Board of Directors of the Company. To the extent permitted by applicable law, the powers of the Committee may be exercised by the Board of Directors, in which case the references to the Committee shall be construed to apply equally to the Board of Directors.

             (c)        The Committee shall have the power to interpret and apply the Plan and to make regulations for carrying out its purpose. Any interpretation of the Plan by the Committee and any decision made by the Committee on any other matter relating to the Plan shall be final and binding on all persons.

             (d)        No member of the Committee shall be liable for any action or determination made in good faith and permitted by the terms of the Plan.

    3.        Participation. Subject to the terms of the Plan, the Committee shall determine and designate, from time to time, employees and directors of the Company or any of its subsidiaries to whom options are to be granted (the “Participants”), the number of shares of Common Stock that shall be subject to options granted to each Participant, the terms and conditions of each option, and the voting and transfer restrictions, if any, to which the shares of Common Stock obtainable upon exercise of each option shall be subject.

    4.        Shares Subject to the Plan. The shares of stock that may be subject to options under the Plan shall be shares of Common Stock, and may consist of either unissued shares or shares held in the treasury of the Company. The aggregate number of shares of Common Stock for which options may be granted under the Plan shall not exceed One Million Shares (1,000,000) shares, subject to such adjustments as may take place in accordance with Section 12. If, as to any number of shares, any option granted pursuant to the Plan expires or terminates while the Plan remains in effect, such number of shares shall again be available for grant under the Plan.

    5.        Option Price. The price at which a share of Common Stock may be purchased pursuant to the exercise of an option under the Plan, shall be fixed by the Committee on the date the option is granted.

    6.        Option Expiration Date. The “Expiration Date” with respect to an option granted to a Participant under the Plan means the date established by the Committee as the date after which the option is not exercisable.

    7.        Exercise of Option.

             (a)        Each option shall be exercisable at such time or times as shall be established hereunder. The Committee may, in its discretion, accelerate the exercisability of any one or more options at any time and for any reason. A Participant may exercise an option by giving written notice (the “Exercise Notice”) thereof prior to the option’s Expiration Date to the Secretary of the Company at the Company’s corporate headquarters.

             (b)        The full purchase price of the shares purchased pursuant to the exercise of an option shall be paid in cash or check or by tender of stock certificates in proper form for transfer to the Company representing shares of Common Stock valued at the last sales price of the Common Stock on the preceding business day as reported on the National Association of Securities Dealers Automated Quotation System (NASDAQ) National Market System, or any successor system, or by any combination of the foregoing, contemporaneously with the giving of the Exercise Notice. The Committee also may accept in payment of all or part of the purchase price a promissory note of the Participant, except to the extent prohibited by law. In addition to payment of the full price, the Participant shall pay to the Company at the time of exercise, or shall otherwise make arrangements satisfactory to the Committee regarding payment of, any additional amount that the Committee deems necessary to satisfy the Company’s liability to withhold federal, state or local income or other taxes incurred by reason of exercise of the option.

    8.        Termination of Employment. The Committee may specify, with respect to the options granted to any particular Optionee who is an employee of the Company, the effect upon such Optionee’s right to exercise an option of the termination of such Optionee’s employment under various circumstances, which effect may include immediate or deferred termination of such Optionee’s rights under an option, or acceleration of the date at which an option may be exercised in full.

    9.        Compliance With Applicable Laws. Notwithstanding any other provision of the Plan, the Company shall not be obligated to issue any shares of Common Stock under the Plan unless such issuance is in compliance with all applicable laws and any applicable requirements of any securities exchange on which the Common Stock is traded. Prior to the issuance of any shares of Common Stock under the Plan, the Company may require a written statement from the recipient as evidence of such compliance, including, in some cases, an acknowledgment by the recipient that the recipient is acquiring the shares for investment and not for the purpose or with the intention of distributing the shares.

    10.        Transferability and Restrictions Upon Transfer and Voting. Other than as provided in an Option Agreement (as defined under Section 13 below) in a form approved by the Committee, options under the Plan are not transferable except by will or under the laws of descent and distribution, and options may be exercised during the lifetime of the Participant only by the Participant. Shares of Common Stock received upon exercise of options granted under the Plan may be subject to such voting and transfer restrictions as the Committee in its sole discretion shall establish at the time such options are granted. If the transfer or voting of shares obtained upon exercise of an option is restricted, certificates representing such shares may bear a legend referring to such restrictions.

    11.        Employment and Shareholder Status. This Plan, any document describing this Plan, the grant of any option hereunder, and any agreement evidencing the grant of such option shall not be construed to give any Participant or any other person a right to employment or continued employment by the Company or affect the right of the Company to terminate the employment of any such person with or without cause. The grant of an option under the Plan shall not confer upon the holder thereof any right as a shareholder of the Company. No person entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of record with respect to any shares of Common Stock issuable upon exercise of such option until such option is exercised and certificates representing such shares have been issued and delivered.

    12.        Adjustments and Ownership Changes.

             (a)        In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend, stock split, or similar corporate change involving the Common Stock, the aggregate number and kind of shares subject to options outstanding or to be granted under the Plan shall be proportionately adjusted or modified, and the terms of any outstanding option shall be adjusted or modified accordingly.

             (b)        Unless otherwise provided in the Option Agreement (as defined in Section 13 hereof), in the event of any merger, consolidation, reorganization, division or other corporate transaction in which the Common Stock is converted into another security or into the right to receive securities or property of the Company or of any other entity (an “Ownership Change”), the Company shall have the right, at its discretion, to provide for the assumption or substitution of comparable stock options in place of the options theretofore granted hereunder.

             (c)        Unless otherwise provided in the Option Agreement (as defined in Section 13 hereof), in the event such an Ownership Change takes place and provision is not made for such assumption or substitution, or in the event that the Company sells all or substantially all of its assets, or engages in a liquidation of all or substantially all of its assets (a “Termination Event”), the Committee may, in its discretion, accelerate the exercisability of any one or more options in accordance with Section 7. It is the policy of the Company that the decision whether to accelerate the exercisability of outstanding options take into account such factors as the profitability of the transaction giving rise to the Termination Event to the shareholders of the Company, the likelihood that the business of the Company will substantially continue under the same, different or changed ownership following such transaction, the tenure and performance of individual Participants, the possibility that some or all of the Participants receive or are invited to participate in benefits or benefit plans if they continue as employees of the successor to the Company’s business or other consideration in connection with such transaction, and any other factors that may be appropriate within the scope of their business judgment. Whether or not such acceleration occurs, all outstanding exercisable and non-exercisable options shall be canceled to the extent they remain unexercised at the time such transaction is consummated.

             (d)        In no event shall any fraction of a share of stock be issued upon the exercise of an option.

    13.        Agreement With Company. At the time of a grant of an option, the Committee shall require a Participant to enter into a written agreement with the Company in a form specified by the Committee (the “Option Agreement”). The Option Agreement shall reflect the Participant’s agreement to the terms and conditions of the Plan and to such additional terms and conditions, not inconsistent with the Plan, as the Committee may, in its sole discretion, prescribe. No option purported to be granted pursuant to the Plan shall be valid or binding on the Company unless evidenced by an Option Agreement approved by the Committee.

    14.        Amendment and Termination of Plan. The Board of Directors of the Company may at any time amend, suspend or terminate the Plan. No amendment, suspension or termination of the Plan (other than in connection with such actions as are expressly authorized in the Plan) shall adversely affect or impair any option previously granted under the Plan without the consent of the holder thereof.

IMMUCOR, INC.
OPTION AGREEMENT –1998 PLAN

        THIS OPTION AGREEMENT (this “Agreement”), dated as of Month, Day, 199X, is by and between IMMUCOR, INC., a Georgia corporation (the “Company”), and (the “Optionee”).

        WHEREAS, the Board of Directors of the Company has determined that the Optionee is to be granted under the Company’s 1998 Stock Option Plan (the “Plan”), on the terms and conditions set forth herein, an option (the “Option”) to purchase a specified number of shares of the common stock, par value $0.10 per share, of the Company (the “Common Stock”).

        NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

    1.        Grant of Option:   Number of Shares and Option Price. The Option is for up to ______ shares of Common Stock (the “Option Shares”) at a price of $x.xx per share (the “Option Price”). The Option is granted pursuant to the Plan and is subject to the terms and conditions thereof, which are incorporated herein by this reference. To the extent any provision in this Agreement is inconsistent with the Plan, the provisions of the Plan shall govern. The Optionee hereby acknowledges receipt of, or access to, a copy of the Plan.

    2.        Period of Option and Conditions of Exercise.

    (a)        The Option shall be considered granted as of the date hereof (the “Option Date”). The Option shall expire on Month, Day, 200X (the “Expiration Date”). Upon the Expiration Date, the Optionee shall no longer be entitled to exercise the Option.

    (b)        The Option may be exercised with respect to the number of Option Shares, at the times and under the conditions, if any, set forth on Exhibit A hereto. Once the Option is exercisable with respect to a number of Option Shares, the Optionee may exercise the Option at any time from time to time with respect to all or part of those Option Shares. If requested by the Company, the Optionee shall deliver this Agreement to the Secretary of the Company at the time of exercise of the Option so that a notation may be made in this Agreement as to such exercise. After such notation has been made, this Agreement shall then be returned to the Optionee.

    (c)        To exercise the Option, the Participant must deliver to the Secretary of the Company at its corporate headquarters the Notice of Exercise attached as Exhibit B to this Agreement together with payment of the aggregate exercise price in the manner permitted by the Plan.

    (d)        The Optionee shall not be deemed to be a holder of any Option Shares following the exercise of the Option until the full exercise price for such shares has been paid and a stock certificate has been issued and delivered for such shares.

    3.        Adjustment in Number of Shares. The number of Option Shares shall be subject to adjustment for stock dividends, stock splits, or similar corporate change involving the Common Stock to the extent set forth in Section 12 of the Plan.

    4.        Termination of Employment.

    (a)        Except as provided in this Section 4, the Option may not be exercised after the Optionee has ceased to be employed by the Company. If the Optionee ceases to be employed by the Company by reason of

(1) Optionee’s death;

(2) Optionee’s disability; or

(3) Termination of employment by the Company other than “for cause”; or

(4) Termination of employment by the Optionee for any reason;

the Option may be exercised at any time during the remaining term of the Option.

    (b)        For purposes of this Section 4:

(1) Retirement of the Optionee at the normal retirement date prescribed from time to time by the Company shall be deemed to be a termination of employment other than “for cause”; and

(2) If the Optionee is employed by a subsidiary of the Company, these provisions shall be applicable to a termination of employment by such subsidiary.

    (c)        For purposes of this Section 4 “ Cause” shall mean theft or destruction of property of the Company or a subsidiary, refusal or continuing inability to perform reasonably assigned duties, disregard of Company rules or policies, conduct evidencing willful or reckless disregard of the interests of the Company, or the breach of a material provision of this Agreement. Such determination shall be made by the Committee and shall be final and binding on all parties hereto.

    5.        Ownership Change. In the event of any merger, consolidation, reorganization, division or other corporate transaction in which the common stock of the Company is converted into another security or into the right to receive securities or property of the Company or of any other entity (an “Ownership Change”), the Company shall provide for the assumption or substitution of comparable stock options in place of the Option.

    6.        Option Not Transferable. Except as provided below, the Option is not transferable other than by will or under the laws of descent and distribution, and during the lifetime of the Optionee, the Option may be exercised only by the Optionee. In the case of Non-Incentive Stock Options, options may be transferred pursuant to a Qualified Domestic Relations Order. In addition, in connection with the Participant’s estate plan, a Non-Incentive Stock Option may be assigned in whole or in part during the Optionee’s lifetime to one or more members of the Optionee’s immediate family or to a partnership, trust, limited liability company, or other entity established for the exclusive benefit of one or more such family members. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the Option pursuant to such assignment. The terms applicable to the assigned portion shall be the same as those in effect for this Option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Committee may deem appropriate.

    7.        Investment Representations.

    (a)        The Optionee acknowledges that, unless and until the Company notifies the Optionee otherwise, the Option and the Option Shares obtainable upon exercise of the Option have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under applicable state securities laws.

    (b)        The Optionee acknowledges that, prior to the issuance of the Option Shares, the Company may delay the delivery of certificates for the Option Shares for such time as the Company deems necessary or desirable to enable the Company to comply with (i) the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, or any rules or regulations of the Securities and Exchange Commission or any stock exchange promulgated thereunder; or (ii) the requirements of applicable state laws relating to authorization, issuance or sale of such securities. The Optionee shall provide such information as the Company deems necessary or desirable to secure such compliance.

    8.        Legends. The share certificates evidencing the Option Shares may contain such legends as may be required in keeping with applicable state corporation and securities laws.

    9.        Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been given when delivered by personal delivery, by facsimile transmission or by mail, to the following address:

To Optionee:	At the address shown under the Optionee's signature below.
To the Company:	Immucor, Inc.
	3130 Gateway Drive
	PO Box 5625
	Norcross, Georgia 30091-5625
	FAX: (404) 242-8930
	Attention: Chief Financial Officer

or at such other address or facsimile number as the parties hereto shall have last designated by notice to the other party. Any notice given by personal delivery or mail shall be deemed to have been delivered on the date of receipt of such delivery at such address; and any notice given by facsimile transmission shall be deemed to have been delivered on the date of transmission if received during business hours on a business day, or the next business day after transmission if received after business hours on a business day or at any time on a on-business day.

    10.        Failure to Enforce Not a Waiver. The failure of the Company or the Optionee to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provisions or of any other provision hereof.

    11.        Amendments. This Agreement may be amended or modified only by an instrument in writing signed by the Optionee and an authorized representative of the Company. Except as provided in Section 13, no third party shall be entitled to claim the benefit of or enforce this Agreement.

    12.        Governing Law. This Agreement has been entered into, and shall be governed by and construed according to the laws of the State of Georgia, without regard to the conflicts of law rules thereof.

    13.        Successors and Assigns. This Agreement shall inure to the benefit of, and be binding on, the successors and assigns of the Company, and such persons as may be permitted to succeed to the rights of the Optionee hereunder with respect to the Option and the Option Shares. The parties shall take such steps as reasonably may be necessary, including but not limited to the execution and delivery of an agreement or replace this Agreement, to give effect to the provisions of this Section 13 in a way that the relative benefits and obligations of the parties (and their successors and assigns) under this Agreement are preserved as closely as possible.

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

IMMUCOR, INC.

By:   __________________________________________

          Steven C. Ramsey
          Chief Financial Officer

Name:          _____________________________________

Address:      _____________________________________

                      _____________________________________

                      _____________________________________

EXHIBIT A

To Option Agreement Dated As of Month, Day, 199X

Number of Option Shares and
Terms and Conditions of Exercise:

_____________ shares exercisable after Month, Day, 199X, provided employee is still employed by Immucor, Inc. on a full-time basis on this date.

50% of the total granted exercisable after

25% of the total granted exercisable after

25% of the total granted exercisable after

Notwithstanding the foregoing schedule, all options shall be immediately exercisable on an accelerated basis in the event of an Ownership Change as defined in Section 5 of this Option Agreement, a Termination Event as defined in Section 12 of the 1998 Plan or a Termination of Employment under Sections 4(a)(1), 4(a)(2), 4(a)(3) or 4(a)(4) of this Option Agreement.

EXHIBIT B
NOTICE OF EXERCISE OF STOCK OPTIONS – 1998 PLAN

To Immucor, Inc.

        I hereby elect to purchase _________________________ shares of common stock, par value $0.10 per share (“Common Stock”), of Immucor, Inc. (the “Company”) in accordance with the option (“Option”) granted to me on Month, Day, 199X, under the Option Agreement between the Company and me, dated as of that date (the “Option Agreement”). Enclosed is payment in full of the exercise price for such shares, calculated in accordance with the terms of the Company’s 1998 Stock Option Plan, consisting of a check in the amount of $___________.

        I hereby represent and warrant that my exercise of the Option is in compliance with the terms and conditions set forth in the Option Agreement. I further acknowledge and agree that the shares so purchased shall remain subject to the applicable terms and conditions set forth in the Option Agreement.

Date:_________________________________________      ____________________________________________

EX-10

EXHIBIT 10.10

IMMUCOR, INC.
1995 STOCK OPTION PLAN
As Amended

    1.        Purpose. This 1995 STOCK OPTION PLAN (the “Plan”) has been established by Immucor, Inc., a Georgia corporation (the “Company”), to secure for the Company and its shareholders the benefits arising from capital stock ownership by those who will contribute to its future growth and continued success. The Plan will provide a means whereby such persons may purchase shares of the common stock, $0.10 par value, of the Company (“Common Stock”) pursuant to options.

    2.       Administration.

             (a)        The authority to manage and control the operation and administration of the Plan shall be vested in a committee (the “Committee”) of at least three (3) members of the Board of Directors to be appointed at the pleasure of the Board of Directors of the Company.

             (b)        The Committee shall be subject in all respects to the supervisory prerogative of the Board of Directors of the Company. To the extent permitted by applicable law, the powers of the Committee may be exercised by the Board of Directors, in which case the references to the Committee shall be construed to apply equally to the Board of Directors.

             (c)        The Committee shall have the power to interpret and apply the Plan and to make regulations for carrying out its purpose. Any interpretation of the Plan by the Committee and any decision made by the Committee on any other matter relating to the Plan shall be final and binding on all persons.

             (d)        No member of the Committee shall be liable for any action or determination made in good faith and permitted by the terms of the Plan.

    3.        Participation. Subject to the terms of the Plan, the Committee shall determine and designate, from time to time, employees and directors of the Company or any of its subsidiaries to whom options are to be granted (the “Participants”), the number of shares of Common Stock that shall be subject to options granted to each Participant, the terms and conditions of each option, and the voting and transfer restrictions, if any, to which the shares of Common Stock obtainable upon exercise of each option shall be subject.

    4.        Shares Subject to the Plan. The shares of stock that may be subject to options under the Plan shall be shares of Common Stock, and may consist of either unissued shares or shares held in the treasury of the Company. The aggregate number of shares of Common Stock for which options may be granted under the Plan shall not exceed One Million Shares (1,000,000) shares, subject to such adjustments as may take place in accordance with Section 12. If, as to any number of shares, any option granted pursuant to the Plan expires or terminates while the Plan remains in effect, such number of shares shall again be available for grant under the Plan.

    5.        Option Price. The price at which a share of Common Stock may be purchased pursuant to the exercise of an option under the Plan, shall be fixed by the Committee on the date the option is granted.

    6.        Option Expiration Date. The “Expiration Date” with respect to an option granted to a Participant under the Plan means the date established by the Committee as the date after which the option is not exercisable.

    7.        Exercise of Option.

             (a)        Each option shall be exercisable at such time or times as shall be established hereunder. The Committee may, in its discretion, accelerate the exercisability of any one or more options at any time and for any reason. A Participant may exercise an option by giving written notice (the “Exercise Notice”) thereof prior to the option’s Expiration Date to the Secretary of the Company at the Company’s corporate headquarters.

             (b)        The full purchase price of the shares purchased pursuant to the exercise of an option shall be paid in cash or check or by tender of stock certificates in proper form for transfer to the Company representing shares of Common Stock valued at the last sales price of the Common Stock on the preceding business day as reported on the National Association of Securities Dealers Automated Quotation System (NASDAQ) National Market System, or any successor system, or by any combination of the foregoing, contemporaneously with the giving of the Exercise Notice. The Committee also may accept in payment of all or part of the purchase price a promissory note of the Participant, except to the extent prohibited by law. In addition to payment of the full price, the Participant shall pay to the Company at the time of exercise, or shall otherwise make arrangements satisfactory to the Committee regarding payment of, any additional amount that the Committee deems necessary to satisfy the Company’s liability to withhold federal, state or local income or other taxes incurred by reason of exercise of the option.

    8.        Termination of Employment. The Committee may specify, with respect to the options granted to any particular Optionee who is an employee of the Company, the effect upon such Optionee’s right to exercise an option of the termination of such Optionee’s employment under various circumstances, which effect may include immediate or deferred termination of such Optionee’s rights under an option, or acceleration of the date at which an option may be exercised in full.

    9.        Compliance With Applicable Laws. Notwithstanding any other provision of the Plan, the Company shall not be obligated to issue any shares of Common Stock under the Plan unless such issuance is in compliance with all applicable laws and any applicable requirements of any securities exchange on which the Common Stock is traded. Prior to the issuance of any shares of Common Stock under the Plan, the Company may require a written statement from the recipient as evidence of such compliance, including, in some cases, an acknowledgment by the recipient that the recipient is acquiring the shares for investment and not for the purpose or with the intention of distributing the shares.

    10.        Transferability and Restrictions Upon Transfer and Voting. Other than as provided in an Option Agreement (as defined under Section 13 below) in a form approved by the Committee, options under the Plan are not transferable except by will or under the laws of descent and distribution, and options may be exercised during the lifetime of the Participant only by the Participant. Shares of Common Stock received upon exercise of options granted under the Plan may be subject to such voting and transfer restrictions as the Committee in its sole discretion shall establish at the time such options are granted. If the transfer or voting of shares obtained upon exercise of an option is restricted, certificates representing such shares may bear a legend referring to such restrictions.

    11.        Employment and Shareholder Status. This Plan, any document describing this Plan, the grant of any option hereunder, and any agreement evidencing the grant of such option shall not be construed to give any Participant or any other person a right to employment or continued employment by the Company or affect the right of the Company to terminate the employment of any such person with or without cause. The grant of an option under the Plan shall not confer upon the holder thereof any right as a shareholder of the Company. No person entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of record with respect to any shares of Common Stock issuable upon exercise of such option until such option is exercised and certificates representing such shares have been issued and delivered.

    12.        Adjustments and Ownership Changes.

             (a)        In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend, stock split, or similar corporate change involving the Common Stock, the aggregate number and kind of shares subject to options outstanding or to be granted under the Plan shall be proportionately adjusted or modified, and the terms of any outstanding option shall be adjusted or modified accordingly.

             (b)        In the event of any merger, consolidation, reorganization, division or other corporate transaction in which the Common Stock is converted into another security or into the right to receive securities or property of the Company or of any other entity (an “Ownership Change”), the Company shall have the right, at its discretion, to provide for the assumption or substitution of comparable stock options in place of the options theretofore granted hereunder.

             (c)        In the event such an Ownership Change takes place and provision is not made for such assumption or substitution, or in the event that the Company sells all or substantially all of its assets, or engages in a liquidation of all or substantially all of its assets (a “Termination Event”), the Committee may, in its discretion, accelerate the exercisability of any one or more options in accordance with Section 7. It is the policy of the Company that the decision whether to accelerate the exercisability of outstanding options take into account such factors as the profitability of the transaction giving rise to the Termination Event to the shareholders of the Company, the likelihood that the business of the Company will substantially continue under the same, different or changed ownership following such transaction, the tenure and performance of individual Participants, the possibility that some or all of the Participants receive or are invited to participate in benefits or benefit plans if they continue as employees of the successor to the Company’s business or other consideration in connection with such transaction, and any other factors that may be appropriate within the scope of their business judgment. Whether or not such acceleration occurs, all outstanding exercisable and non-exercisable options shall be canceled to the extent they remain unexercised at the time such transaction is consummated.

             (d)        In no event shall any fraction of a share of stock be issued upon the exercise of an option.

    13.        Agreement With Company. At the time of a grant of an option, the Committee shall require a Participant to enter into a written agreement with the Company in a form specified by the Committee. Such agreement shall reflect the Participant’s agreement to the terms and conditions of the Plan and to such additional terms and conditions, not inconsistent with the Plan, as the Committee may, in its sole discretion, prescribe. No option purported to be granted pursuant to the Plan shall be valid or binding on the Company unless evidenced by a written agreement approved by the Committee.

    14.        Amendment and Termination of Plan. The Board of Directors of the Company may at any time amend, suspend or terminate the Plan. No amendment, suspension or termination of the Plan (other than in connection with such actions as are expressly authorized in the Plan) shall adversely affect or impair any option previously granted under the Plan without the consent of the holder thereof.

IMMUCOR, INC.
OPTION AGREEMENT – 1995 PLAN

        THIS OPTION AGREEMENT (this “Agreement”), dated as of ______________, 200__, is by and between IMMUCOR, INC., a Georgia corporation (the “Company”), and (the “Optionee”).

        WHEREAS, the Board of Directors of the Company has determined that the Optionee is to be granted under the Company’s 1995 Stock Option Plan (the “Plan”), on the terms and conditions set forth herein, an option (the “Option”) to purchase a specified number of shares of the common stock, par value $0.10 per share, of the Company (the “Common Stock”).

        NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

    1.        Grant of Option:   Number of Shares and Option Price. The Option is for up to ______ shares of Common Stock (the “Option Shares”) at a price of $______ per share (the “Option Price”). The Option is granted pursuant to the Plan and is subject to the terms and conditions thereof, which are incorporated herein by this reference. To the extent any provision in this Agreement is inconsistent with the Plan, the provisions of the Plan shall govern. The Participant hereby acknowledges receipt of, or access to, a copy of the Plan.

    2.        Period of Option and Conditions of Exercise.

    (a)        The Option shall be considered granted as of the date hereof (the “Option Date”). The Option shall expire on __________________, 200__ (the “Expiration Date”). Upon the Expiration Date, the Optionee shall no longer be entitled to exercise the Option.

    (b)        The Option may be exercised with respect to the number of Option Shares, at the times and under the conditions, if any, set forth on Exhibit A hereto. Once the Option is exercisable with respect to a number of Option Shares, the Optionee may exercise the Option at any time from time to time with respect to all or part of those Option Shares. If requested by the Company, the Optionee shall deliver this Agreement to the Secretary of the Company at the time of exercise of the Option so that a notation may be made in this Agreement as to such exercise. After such notation has been made, this Agreement shall then be returned to the Optionee.

    (c)        To exercise the Option, the Participant must deliver to the Secretary of the Company at its corporate headquarters the Notice of Exercise attached as Exhibit B to this Agreement together with payment of the aggregate exercise price in the manner permitted by the Plan.

    (d)        The Optionee shall not be deemed to be a holder of any Option Shares following the exercise of the Option until the full exercise price for such shares has been paid and a stock certificate has been issued and delivered for such shares.

    3.        Adjustment in Number of Shares. The number of Option Shares shall be subject to adjustment for stock dividends, stock splits, or similar corporate change involving the Common Stock to the extent set forth in Section 12 of the Plan.

    4.        Termination of Employment.

    (a)        Except as provided in this Section 4, the Option may not be exercised after the Optionee has ceased to be employed by the Company. If the Optionee ceases to be employed by the Company by reason of

(1) Optionee’s death ir disability, or

(2) Termination of employment by the Company without cause, then the Option may be exercised at any time during the remaining term of the Option.

    (b)         If the Optionee ceases to be employed by the Company by reason of his death or disability, then the Option may be exercised (by the person or persons to whom such right passes pursuant to Section 5 or otherwise provided by law) at any time during the remaining term of the Option.

    (c)         If the Optionee ceases to be employed by the Company by reason of Optionee’s voluntary termination of his employment with the Company’s consent, or the Company’s termination of Optionee’s employment for “good cause,” then immediately upon such termination the Option shall cease to be exercisable.

    (d)        For purposes of this Section 4:

(1) Retirement of the Optionee at the normal retirement date prescribed from time to time by the Company shall be deemed to be a termination of employment with the Company’s consent; and

(2) If the Optionee is employed by a subsidiary of the Company, these provisions shall be applicable to a termination of employment by such subsidiary.

    5.        Option Not Transferable. Except as provided below, the Option is not transferable other than by will or under the laws of descent and distribution, and during the lifetime of the Optionee, the Option may be exercised only by the Optionee. In the case of Non-Incentive Stock Options, options may be transferred pursuant to a Qualified Domestic Relations Order. In addition, in connection with the Participant’s estate plan, a Non-Incentive Stock Option may be assigned in whole or in part during the Optionee’s lifetime to one or more members of the Optionee’s immediate family or to a partnership, trust, limited liability company, or other entity established for the exclusive benefit of one or more such family members. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the Option pursuant to such assignment. The terms applicable to the assigned portion shall be the same as those in effect for this Option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Committee may deem appropriate.

    6.        Investment Representations.

    (a)        The Optionee acknowledges that, unless and until the Company notifies the Optionee otherwise, the Option and the Option Shares obtainable upon exercise of the Option have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under applicable state securities laws.

    (b)        The Optionee acknowledges that, prior to the issuance of the Option Shares, the Company may delay the delivery of certificates for the Option Shares for such time as the Company deems necessary or desirable to enable the Company to comply with (i) the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, or any rules or regulations of the Securities and Exchange Commission or any stock exchange promulgated thereunder; or (ii) the requirements of applicable state laws relating to authorization, issuance or sale of such securities. The Optionee shall provide such information as the Company deems necessary or desirable to secure such compliance.

    7.        Legends. The share certificates evidencing the Option Shares may contain such legends as may be required in keeping with applicable state corporation and securities laws.

    8.        Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been given when delivered by personal delivery, by facsimile transmission or by mail, to the following address:

To Optionee:	At the address shown under the Optionee's signature below.
To the Company:	Immucor, Inc.
	3130 Gateway Drive
	PO Box 5625
	Norcross, Georgia 30091-5625
	FAX: (404) 242-8930
	Attention: Senior Vice President – Finance

or at such other address or facsimile number as the parties hereto shall have last designated by notice to the other party. Any notice given by personal delivery or mail shall be deemed to have been delivered on the date of receipt of such delivery at such address; and any notice given by facsimile transmission shall be deemed to have been delivered on the date of transmission if received during business hours on a business day, or the next business day after transmission if received after business hours on a business day or at any time on a non-business day.

    9.        Failure to Enforce Not a Waiver. The failure of the Company or the Optionee to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provisions or of any other provision hereof.

    10.        Amendments. This Agreement may be amended or modified only by an instrument in writing signed by the Optionee and an authorized representative of the Company. Except as provided in Section 12, no third party shall be entitled to claim the benefit of or enforce this Agreement.

    11.        Governing Law. This Agreement has been entered into, and shall be governed by and construed according to the laws of the State of Georgia, without regard to the conflicts of law rules thereof.

    12.        Successors and Assigns. This Agreement shall inure to the benefit of, and be binding on, the successors and assigns of the Company, and such persons as may be permitted to succeed to the rights of the Optionee hereunder with respect to the Option and the Option Shares. The parties shall take such steps as reasonably may be necessary, including but not limited to the execution and delivery of an agreement or replace this Agreement, to give effect to the provisions of this Section 12 in a way that the relative benefits and obligations of the parties (and their successors and assigns) under this Agreement are preserved as closely as possible.

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

IMMUCOR, INC.

By:   __________________________________________

          Richard J. Still
          Senior Vice President  – Finance

Name:          _____________________________________

Address:      _____________________________________

                      _____________________________________

                      _____________________________________

EXHIBIT A

To Option Agreement Dated As of ________________________, 200__

Number of Option Shares and
Terms and Conditions of Exercise:

_____________ shares exercisable after ____________________, 200__, provided employee is still employed by Immucor, Inc. on a full-time basis on this date.

50% of the total granted exercisable after

25% of the total granted exercisable after

25% of the total granted exercisable after

EXHIBIT B
NOTICE OF EXERCISE OF STOCK OPTIONS – 1995 PLAN

To Immucor, Inc.

        I hereby elect to purchase _________________________ shares of common stock, par value $0.10 per share (“Common Stock”), of Immucor, Inc. (the “Company”) in accordance with the option (“Option”) granted to me on ___________________________, 200__, under the Option Agreement between the Company and me, dated as of that date (the “Option Agreement”). Enclosed is payment in full of the exercise price for such shares, calculated in accordance with the terms of the Company’s 1995 Stock Option Plan, consisting of a check in the amount of $___________.

        I hereby represent and warrant that my exercise of the Option is in compliance with the terms and conditions set forth in the Option Agreement. I further acknowledge and agree that the shares so purchased shall remain subject to the applicable terms and conditions set forth in the Option Agreement.

Date:_________________________________________      ____________________________________________

EX-10

Exhibit 10.18

HUMAN EXTRACELLULAR MATRIX MESH SUPPLY AGREEMENT

          This HUMAN EXTRACELLULAR MATRIX MESH SUPPLY AGREEMENT (this “Agreement”) effective as of June 30, 2003 (the “Effective Date”), is made by and between IMMUCOR, INC. (“Immucor”), a Georgia corporation and INAMED CORPORATION (“IMDC”), a Delaware corporation.

RECITALS

          Immucor and IMDC are parties to the Development Agreement, defined below, whereby Immucor and IMDC have agreed to work together to produce Human Extracellular Matrix, defined below, from neonatal foreskin fibroblast cell culture, through bioreactor processes, roller bottle processes or similar technologies. The parties now desire to set forth the terms and conditions upon which Immucor shall supply to IMDC, and IMDC shall buy from Immucor, Human Extracellular Matrix produced by roller bottle processes. In addition, because IMDC does not have sufficient storage space for all of the products to be produced under this Agreement, IMDC has requested that Immucor make arrangements to hold some of IMDC’s inventory at Immucor’s facility, and Immucor has agreed to do so, all under the terms hereof.

ARTICLE I.
DEFINITIONS

          Capitalized terms used in this Agreement shall have the meanings as defined herein. In addition, for the purposes of this Agreement, the capitalized terms set forth below shall have the meanings set forth in this Article 1.

1.1 "Act" means the United States Food and Drug and Cosmetic Act, 29 United States Code, section 301 et seq., as amended.

1.2  “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Person.

1.3  “Bioreactor” means an automatic or semi-automatic system, which cultures fibroblast cells to produce Human Extracellular Matrix.

1.4  “Development Agreement”means the Human Collagen Development Agreement between Immucor and IMDC dated as of January 10, 2003, as it may be amended from time to time.

1.5 “FDA Approval Date”means the date on which Immucor receives FDA approval to be an alternate supplier of Product to IMDC.

1.6 “Governmental Body”means any court, government department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority or instrumentality, whether federal, state, local or foreign.

1.7 “Human Extracellular Matrix” means the complex matrix produced by human dermal fibroblasts in the formation of tissue, composed of collagen, proteoglycans, carbohydrates, and other proteins in a highly structured matrix.

1.8 “Intellectual Property Rights” means trade secrets, patents, copyrights, trademarks, know-how, moral rights and similar rights of any type under the laws of any Governmental Body, including all applications and registrations relating to any of the foregoing.

1.9 “Mesh” means one mesh removed from a roller bottle on which the Human Extracellular Matrix has been deposited.

1.10 “Minimate Roller Bottle Process” means a roller bottle process developed by Advanced Tissue Sciences, Inc. to produce Human Extracellular Matrix using semi-automated processes to add and remove tissue culture media.

1.11 “Net Revenue” means (a) gross payments from Skin Medica to Immucor from the sale of STCM by Immucor to Skin Medica pursuant to the Development Agreement and/or a separate STCM supply agreement between Immucor and Skin Medica, reduced by (b) any discounts granted for prompt payment, credits issued for non-performing product or products lost or damaged in transit.

1.12 “Person” means and includes a natural person, a corporation, an association, a partnership, a limited liability company, a trust, a joint venture, an unincorporated organization, a business, any other legal entity and a Governmental Body.

1.13 “Product” means the labeled and packaged Human Extracellular Matrix prepared by the Minimate Roller Bottle Process.

1.14 “Product Specifications” means the specifications for the Product set forth in Schedule A attached hereto, which have been jointly approved by IMDC and Immucor, as they may be revised from time to time in accordance with the terms of this Agreement.

1.15 "Skin Medica" means Skin Medica, Inc., a California corporation.

1.16 "Sole Source Start Date" is defined in Section 3.1.2

1.17 “STCM” means the spent tissue culture media created as a byproduct of the Minimate Roller Bottle Process.

1.18 “S&N” means Smith & Nephew Wound Management (LaJolla).

1.19 “Term” is defined in Section 6.1.

ARTICLE II.
PROPERTY & EQUIPMENT

2.1 FACILITIES IMPROVMENTS. With the prior written approval of IMDC, Immucor will provide and pay for any improvements to its building at 3700 Mangum Road, Houston, Texas, the building in which the Product will be manufactured and stored, which are required for Immucor to perform its obligations under this Agreement, which may include but are not limited to facility expansion and renovation, back-up power generators, heating, ventilation and air conditioning units, and other fixtures. Notwithstanding anything herein to the contrary, Immucor shall at all times own all right, title and interest in and to any such improvements. Nothing herein shall be deemed to grant or imply any lease or license to the building or any such capital improvements. Immucor will maintain commercially reasonable levels of property and casualty insurance to minimize the impact of a loss of or damage to such improvements on the production of Product.

2.2 EQUIPMENT. Upon written request by Immucor, IMDC shall purchase, and Immucor shall have the right to use during the Term for purposes of fulfilling its obligations under this Agreement, any equipment necessary for the manufacture and storage of Product in accordance with the terms of this Agreement (the “Equipment”), including but not limited to hoods, roller bottle racks, automated roller bottle handling equipment, QC equipment and packaging equipment. IMDC will have the right to identify the Equipment with IMDC asset tags, file appropriate UCC financing statements and similar forms on the Equipment, and to insure the Equipment against loss or damage. Immucor shall provide routine service, calibration and maintenance of the Equipment at no additional cost to IMDC, and major repairs and/or replacements shall be handled as agreed to by the parties. IMDC shall have the right, at its expense and upon reasonable notice to Immucor, to count and conduct an inspection of the Equipment for purposes of reviewing the quantity, condition and utility of such Equipment. Immucor will keep the Equipment free and clear of all liens other than liens arising as a result of third-party arrangements entered into by IMDC.

2.3 CELL LINE. IMDC grants to Immucor access and use of cell line C-FS0012F (referred to herein as the “Cell Line”) for the exclusive use for the manufacture of the Product. Immucor may not under any circumstances use, evaluate, or test the Cell Line for any other use, except as described in the Development Agreement or for the manufacture of the Product. Immucor warrants that no lien or other encumbrances will be placed on the Cell Line for any reason. Immucor will store the Cell Line per industry practices and have a proper back-up storage facility to reduce the risk to the Cell Line from disasters. IMDC will have right, at its expense and upon reasonable notice to Immucor, to audit the Cell Line and related documentation to insure that proper storage and accountability exists. Immucor will participate with IMDC in future cell line development, as reasonably requested by IMDC and at IMDC’s expense.

2.4 MANUFACTURING INFORMATION. IMDC shall transfer or otherwise make available to Immucor the information and documents about the manufacturing process necessary for Immucor to begin manufacturing Product under the terms of this Agreement (collectively, the “Manufacturing Information”), including but not limited to one copy of the product master record file for the Product, and a videotape of the current manufacturing process for the Product. The product master record file shall consist of: a description of the process used for the manufacture of the Product; the formulation of the Product; work method; and a description of the environment for the manufacture of the Product (including gowning, temperature control and gas control).

ARTICLE III.
SUPPLY AND PURCHASE

3.1 SUPPLY AND PURCHASE OBLIGATIONS.

3.1.1 During the Term Immucor shall supply Product to IMDC and IMDC shall purchase Product from Immucor, on the terms and conditions and at the times and in the manner set forth herein.

3.1.2 For the five-year period beginning on the first day of the month immediately following the later of the FDA Approval Date or validation of the Product by Immucor (such beginning date being referred to as the “Sole Source Start Date,” and each such year being referred to herein as a “Sole Source Year”), Immucor shall be IMDC’s sole source of Product until IMDC shall have issued firm purchase orders for 30,000 Mesh from Immucor during that Sole Source Year. After IMDC has issued firm purchase orders for 30,000 Mesh from Immucor during that Sole Source Year, IMDC shall have the right to purchase from other sources the excess quantity over 30,000 Mesh (that excess quantity being referred to as the “Excess Annual Demand”); provided, however, Immucor shall have a right of first refusal to supply the Excess Annual Demand. If IMDC receives a formal quotation from a bona fide third party source for the supply of the Excess Annual Demand, IMDC will so notify Immucor in writing, enclose a copy of that quotation, and allow Immucor 60 days to respond. If during that time Immucor does not agree to supply the Excess Annual Demand for the same price offered in that quotation, IMDC may purchase the Excess Annual Demand for that Sole Source Year from that third-party source. This Section 3.1.2 shall cease to apply after the fifth anniversary of the Sole Source Start Date.

3.1.3 The parties acknowledge that: IMDC is currently purchasing Product from S&N; prior to the Sole Source Start Date IMDC will continue to purchase Product from S&N; and after the Sole Source Start Date, notwithstanding the first sentence of Section 3.1.2, IMDC may complete the purchase of Product ordered from S&N before the Sole Source Start Date.

3.2 PURCHASE FORECASTS. IMDC shall provide Immucor with a 12-month rolling forecast of monthly purchase orders, with the first such rolling forecast to be provided on July 1, 2003. IMDC will update the rolling forecast on a quarterly basis not later than the first day of each calendar quarter. Such forecasted amounts are for informational purposes only and shall not be binding purchase obligations of IMDC or supply obligations of Immucor.

3.3 ORDERS.

3.3.1 IMDC will issue to Immucor a monthly purchase order not later than the fifth day of each calendar month (in accordance with Section 10.5) for Product. All such orders shall specify the quantities of Product ordered and an IMDC purchase order number and shall designate the type of delivery under Section 3.6 (i.e., either to an IMDC shipper or into storage at Immucor’s facility).

3.3.2 Unless Immucor shall agree otherwise, each purchase order shall order (a) not more than 2500 Mesh per month, and (b) at least 75% and not more than 125% of the amount ordered the previous month.

3.4 PRODUCT SPECIFICATIONS. All Product supplied by Immucor shall be produced in accordance with the Product Specifications. IMDC will have the right to audit the Quality System of Immucor related to the manufacture of the Product at reasonable times and upon reasonable notice to Immucor. IMDC shall give Immucor 60 days prior written notice of any proposed changes to the Minimate Roller Bottle Process or the Product Specifications. During that 60-day period IMDC and Immucor will hold good faith discussions to determine the impact of any such changes on Product pricing, and if appropriate will adjust prices accordingly, such adjusted prices to become effective as to Product delivered under Section 3.6 after the adjustment is made. Immucor will not make any change to the Minimate Roller Bottle Process without IMDC’s written approval.

3.5 PACKAGING AND LABELING. Immucor shall package and label the Product in accordance with the Product Specifications.

3.6 DELIVERY. Immucor will deliver all Product ordered by IMDC by (i) tendering Product from an Immucor facility to a shipper designated by IMDC in its purchase order, or (ii) storing Product in an Immucor storage facility until such time as Immucor receives further delivery instructions from IMDC. Immucor will ship Product no later than 180 days following Immucor’s receipt of a purchase order, unless otherwise stated on the purchase order. Immucor will ship Product with no less than three months self-life. All deliveries shall be made consistent with the purchase order and shall be accompanied by a packing slip identifying the quantities shipped and the IMDC purchase order number.

3.7 ACCEPTANCE. Immucor will test each order of Product for conformance with the Product Specifications in accordance with the equivalency testing specifications set forth in Schedule A attached hereto. Upon completing such testing, Immucor will issue a Certificate of Analysis in form substantially as attached hereto as Schedule B. Each delivery of Product will be deemed to have been accepted by IMDC upon issuance of such Certificate of Analysis unless IMDC provides notice to Immucor (pursuant to Section 10.5) of rejection of such delivery within ten days following receipt by IMDC of the Certificate of Analysis for such delivery. Title and risk of loss shall transfer to IMDC at the time of issuance by Immucor of the Certificate of Analysis, free and clear of all encumbrances, security interests, and other liens, and IMDC will be responsible for properly insuring the Product so delivered against hazards, spoilage and other loss.

3.8 STORAGE. Immucor will store, in accordance with storage specifications set forth in the purchase order, Product delivered to an Immucor storage facility pursuant to Section 3.6 above until such time as Immucor receives further shipping instructions from IMDC.

3.9 PRICING; INVOICING.

3.9.1 For all Product supplied by Immucor in accordance with this Article III, IMDC shall pay to Immucor the purchase price specified in Schedule C attached hereto. The purchase price is subject to adjustment as provided elsewhere in this Agreement.

3.9.2 The purchase price for Product will be adjusted upward as to each month after June 30, 2004 for which IMDC orders less than 1,250 Mesh, by a percentage based on the quantity ordered, as follows (expressed as a percentage of the highest unit price on Schedule C, which initially is $278.20 per Mesh):

Quantity Ordered	% Increase in Price Per Mesh
0 - 300	12,256%
301 - 600	54%
601 - 900	27%
901 - 1,250	23%

3.9.3 As an incentive for continued process improvements, IMDC agrees to a cost improvement-sharing plan. This plan will be initiated after Immucor makes a change to the Minimate Roller Bottle Process, which has been approved by IMDC under Section 3.4 if required to be so approved. IMDC agrees to accept upward adjustments to the purchase price based on the improvements in the final yield of IMDC’s commercial products, including CosmoDerm and CosmoPlast. Immucor will receive a purchase price increase equal to 50% of the improvement, based on the quarterly average yield improvement over the quarterly average yield before the change. The following table illustrates how the price increase will be determined and applied. As shown in the example below, the change occurs in the beginning of the second quarter. The average yield of IMDC’s commercial products, based on at least three production lots, in the quarter preceding the change is called the “baseline.” The baseline will be based on the average yield of IMDC’s commercial products for the first full calendar quarter in which IMDC is producing its commercial products using Product delivered by Immucor. After the change, the Product affected will be traced and the final yield of IMDC’s commercial products will be determined. If the average yield is more than the baseline, then Immucor will receive an adjustment equal to 50% of the yield improvement as shown in the example. If average yields drop below the baseline and are not the cause of manufacturing issues at IMDC, then the price will be adjusted back to the baseline, and not below the baseline. If Immucor makes successive process changes, this adjustment procedure will be applied each time if the change results in average yield improvements. Adjusted prices calculated under this Section 3.9.3 will become effective as to Product delivered under Section 3.6 after the adjustment is made.

3.9.4 Immucor shall invoice IMDC for Product upon delivery in accordance with Section 3.6 above. Invoices shall be paid upon sixty (60) days of receipt of invoice. All overdue payments shall generate a one percent late payment penalty (or the highest rate permitted by law if less than one and one-half percent) for each month such payment is overdue. A 0.5% prompt-payment discount will apply to all invoices paid within 30 days of receipt of invoice.

3.10 PAYMENTS FROM SKIN MEDICA. Any Net Revenue collected by Immucor from Skin Medica will be allocated between Immucor and IMDC by the following ratio:

                                  Immucor        66.7%    (2/3)
                                  IMDC            33.3%    (1/3)

Immucor shall make quarterly payments to IMDC during the first 10 days of each quarter for any Net Revenue collected by Immucor during the prior quarter. For purposes of this Section 3.10, "quarter" means Immucor's fiscal quarters ending February 28/29, May 31, August 31 and November 30.

3.11 HUMAN COLLAGEN SPECIFICATIONS. The parties acknowledge that the Product is intended to be used by IMDC to produce human collagen meeting the specifications attached as Schedule D (the "Human Collagen Specifications"). If IMDC is not able to produce human collagen meeting the Human Collagen Specifications from the Product, IMDC and Immucor will hold good faith discussions to determine what changes should be made to the Product Specifications and/or the Minimate Roller Bottle Process in order for IMDC to produce human collagen meeting the Human Collagen Specifications from the Product. The parties will also discuss the impact of any such changes on Product pricing, and if appropriate will adjust prices accordingly, such adjusted prices to become effective as to Product delivered under Section 3.6 after the adjustment is made.

ARTICLE IV.
INTELLECTUAL PROPERTY AND REGULATORY COMPLIANCE

4.1 INTELLECTUAL PROPERTY. IMDC and Immucor acknowledge that pursuant to a Three Party Technology Transfer Agreement (the “Three Party Agreement”) among the parties hereto and S&N, S&N has granted or intends to grant to Immucor the non-exclusive, nontransferable, royalty free license to use the S&N Intellectual Propery (as defined therein) solely for the manufacture of Product (as defined therein) using the Roller Bottle Process (as defined therein) for the Authorized Use (as defined therein). In addition, to the extent IMDC has the right to do so, IMDC hereby grants to Immucor a non-exclusive, royalty-free license to Immucor to use the Minimate Roller Bottle Process, including but not limited to the Manufacturing Information, to manufacture Product. Any patents or other Intellectual Property Rights originating or derived from the transactions contemplated in this Agreement concerning the manufacture of human fibroblast related products will be owned jointly by IMDC and Immucor.

4.2 REGULATORY APPROVALS/COMPLIANCE.

4.2.1 IMDC will file all regulatory submission and updates pertaining to the distribution and use of Product, and will otherwise be responsible for all other regulatory requirements for the distribution and use of Product.

4.2.2 Immucor will (a) at no further cost to Immucor, provide data in Immucor's control when reasonably requested by IMDC, (b) manufacture Human Extracellular Matrix in accordance with GMP prescribed by the FDA, and (c) otherwise comply with all applicable rules and regulations of the FDA and other applicable regulatory bodies governing the manufacture of Product by Immucor.

4.3 PRODUCT RECALLS, DEFECTS OR WARNINGS.

4.3.1 IMDC and Immucor shall promptly notify the other throughout the Term of this Agreement regarding product defects, warnings or recalls and communications from any government or regulatory agency. Such notice shall be communicated in accordance with Section 10.5 immediately upon receiving notice of or becoming aware of such issue, problem or concern. Each party will cooperate with the other in discussing corrective action plans and preventative measures to be implemented for the future in response to such issue, problem or concern.

4.3.2 If any such plans or measures are required due to IMDC's failure to comply with any applicable laws, rules or regulations governing the manufacture, labeling or distribution of Product (an "IMDC-Caused Change"), and an IMDC-Caused Change results in either the loss of any Immucor inventory or requires any modifications to Immucor's facilities, IMDC will promptly credit Immucor for such lost inventory, and pay for any such modifications, as the case may be. In addition, if any IMDC-Caused Change results in an increase in the cost of manufacturing Product, IMDC and Immucor will hold good faith discussions to determine the impact on Product pricing, and if appropriate will adjust prices accordingly, such adjusted prices to become effective as to Product delivered under Section 3.6 after the adjustment is made.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

5.1 BY EACH PARTY. IMDC and Immucor each represents and warrants to the other that:

(i) It has full power and authority to execute, deliver and perform this Agreement; and

(ii) The execution, delivery and performance by such party of this Agreement does not contravene any law, regulation, rules or order binding on such party and do not contravene the provisions of or constitute a default under any contract or other agreement binding on such party.

5.2 BY IMMUCOR. Immucor warrants to IMDC that all delivered Product will meet the Product Specifications. Immucor shall indemnify IMDC under Article IX against losses or damages based on a breach of this warranty.

5.3 BY IMDC. IMDC warrants to Immucor that to the best of IMDC's knowledge as of the date hereof, neither the Minimate Roller Bottle Process nor the Product Specifications will infringe any patent of the United States; that neither the manufacture of Product by either the Minimate Roller Bottle Process using the Product Specifications, nor the sale and distribution of such Product, will violate any law, rule or regulation; that IMDC has the right to transfer or otherwise make available to Immucor all the Manufacturing Information; and that the Manufacturing Information is all the information Immucor will need to begin manufacturing Product under the terms of this Agreement. IMDC also warrants to Immucor that to the best of IMDC's knowledge as of the date hereof the license granted to Immucor by S&N under the Three Party Agreement, together with the license granted by IMDC to Immucor under Section 4.1 hereof, are all the third-party Intellectual Property Rights licenses Immucor will need to perform its obligations under this Agreement. IMDC shall indemnify Immucor under Article IX against losses or damages based on a breach of these warranties.

ARTICLE VI.
TERM; TERMINATION; SURVIVAL

6.1 TERM. This Agreement shall be in full force and effect from the Effective Date through June 30, 2013 (the "Term") unless otherwise terminated pursuant to Section 6.2 below. At the end of the Term, the Term will be automatically renewed for ten (10) years unless one of the party notifies the other party at least six (6) months before the end of the Term that the Term will not renew. Before and after the Term is renewed, the termination provisions of Section 6.2 shall continue to apply.

6.2 TERMINATION. This Agreement may be terminated as follows:

6.2.1 Either party may terminate this Agreement at any time for a material breach by the other party of any of its representations, warranties, or obligations hereunder, which breach has not been cured within 60 days after notice thereof from the party seeking to terminate to the other party;

6.2.2 Immucor may terminate this Agreement upon two (2) years prior written notice to IMDC for any reason; and Immucor agrees to support the transition to a new supplier, provided that IMDC reimburses Immucor for any reasonable and customary out of pocket expenses related to the transfer activities. All expense reimbursement to Immucor will require approval from IMDC prior to the activity.

6.2.3 IMDC may terminate this Agreement upon one year prior written notice to Immucor due to adverse market conditions if at the time IMDC gives such notice IMDC is unable to sell human collagen at a rate that would allow it to purchase at least 15,000 Mesh per year from Immucor.

6.2.4. IMDC may terminate this Agreement upon two (2) years prior written notice to Immucor for any reason.

6.2.5 Upon any termination under subsection 6.2.3 or 6.2.4: IMDC shall reimburse Immucor for (a) the remaining book value of facilities improvements implemented by Immucor and related to its manufacture and storage of Product, using a 10-year straight-line depreciation method and not to exceed the aggregate cost to Immucor of all facilities improvements approved by IMDC, (b) any work in process and other unusable inventory, and (c) employee severance expenses and other termination expenses incurred by Immucor in terminating or reassigning employees dedicated to the manufacture of Products; and IMDC shall instruct Immucor as to the disposition of the Product held in storage by Immucor.

6.3 SURVIVAL OF CERTAIN TERMS. Upon a termination of this Agreement by a party, all the obligations of the other party shall survive except to the extent the performance of those obligations is dependent on or in response to the performance of the terminating party which has ceased. Without limiting the foregoing, the provisions of Sections 3.7, 3.9, 3.10, 4.1, 4.3, 5.2 and 5.3 and Articles VI (Term; Termination; Survival), VII (Confidentiality), VIII (Arbitration), IX (Indemnity), and X (Miscellaneous) shall survive the expiration or termination of this Agreement for any reason.

ARTICLE VII.
CONFIDENTIALITY

7.1 CONFIDENTIALITY. The parties agree to use diligent and reasonable efforts to maintain the confidentiality of any information received from the other party.

7.2 PRESS RELEASES. The parties agree to confer with each other and seek approval from the other party before issuing any press release concerning this Agreement.

ARTICLE VIII.
ARBITRATION

8.1 INFORMAL RESOLUTION &MEDIATION. The parties shall first try to resolve any dispute arising out of, relating to, or concerning this Agreement informally among themselves. If they are unable to do so after a 90-day period, the parties with the dispute shall seek the assistance of a mutually agreed upon qualified mediator who will try to mediate the dispute.

8.2 BINDING ARBITRATION. If the parties are unable to resolve any dispute through mediation, then any such dispute shall be submitted, at the request of either party, to binding arbitration. That arbitration shall be heard under the Commercial Arbitration Rules of the American Arbitration Association before a single arbitrator selected by the American Arbitration Association from its panel of arbitrators, or an arbitrator agreed upon by the parties.

8.3 ARBITRATOR'S POWERS. The arbitrator shall be thoroughly familiar with the laws regarding contracts, intellectual property, the Act, licensing, business, and related subjects. The arbitrator also shall be thoroughly familiar with substantive and evidentiary law of Texas and shall apply those laws. The arbitrator can grant all legal and equitable remedies and award compensatory and punitive damages as provided by Texas law. The arbitrator shall issue a written decision setting forth the findings of fact, conclusions of law, order, and award. The arbitrator shall not have the power to commit errors of law or legal reasoning and therefore such award may be vacated or corrected for such error to the extent allowed by Texas law.

8.4 SPECIFICALLY ENFORCEABLE. Any award or order rendered in any arbitration proceeding shall be final and specifically enforceable by any court of competent jurisdiction. The parties understand and agree that by agreeing to the terms of this section, they waive, forfeit and give up any rights they may have to bring a lawsuit in a court and to a jury trial.

8.5 VENUE. The venue for the arbitration proceeding will be Houston, Texas, unless the parties mutually agree on an alternate venue.

8.6 COSTS AND FEES. Each party shall bear its own costs and expenses in any arbitration proceedings; however, the arbitrator can award costs and reasonable attorneys' fees to the prevailing party to be paid by the losing party or parties. (Prevailing party includes, without limitation, a party who agrees to dismiss an action on another party's payment of the sums allegedly due or performance of the covenants allegedly breached or a party who obtains substantially the relief sought by that party.)

ARTICLE IX.
INDEMNITY

9.1 INDEMNITY OBLIGATIONS OF IMMUCOR. Immucor shall indemnify, hold harmless and defend IMDC and its officers, directors, employees, agents and Affiliates (collectively, the "IMDC Indemnitees") from and against any and all claims or demands made against and any and all costs, liabilities, losses, damages and expenses (including reasonable attorneys' fees) incurred by (collectively, "Claims") an IMDC Indemnitee arising out of the breach by Immucor of any warranty given by Immucor under this Agreement, or out of a material breach by Immucor of any other provision of this Agreement.

9.2 INDEMNITY OBLIGATIONS OF IMDC. IMDC shall indemnify, hold harmless and defend Immucor and its officers, directors, employees, agents and Affiliates (collectively, the "Immucor Indemnitees") against any Claims made against or incurred by an Immucor Indemnitee arising out of the breach by IMDC of any warranty given by IMDC under this Agreement, or out of a material breach by IMDC of any other provision of this Agreement.

9.3 NOTIFICATION AND DEFENSE OF CLAIM. If any IMDC Indemnitee or Immucor Indemnitee (an "Indemnified Party") believes that it has suffered or incurred or will suffer or incur any Claims for which it is entitled to indemnification under this Article IX, such Indemnified Party shall so notify the party or parties from whom indemnification is being claimed (the "Indemnifying Party") in writing promptly, but not later than ten (10) days after receipt of a notice of the assertion or commencement of any Claims; provided, however, the failure to give such notice within such time period will not relieve the Indemnifying Party from any of its obligations hereunder, except to the extent that the failure to receive timely notice materially prejudiced the Indemnifying Party. With respect to any Claim as to which an Indemnified Party notifies an Indemnifying Party of the commencement thereof:

9.3.1 The Indemnifying Party will be entitled to assume the defense of the Claim, at its own expense, with counsel chosen by it in its sole discretion. After the Indemnifying Party notifies the Indemnified Party of its election to assume the defense, the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense of the Claim, unless (i) the Indemnified Party participates in its own defense because the Indemnified Party reasonably believes that there exists or could arise a conflict of interest or separate defenses that, under applicable principles of legal ethics, could prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in such Claim, or (ii) the Indemnified Party assumes control of its own defense because the Indemnifying Party has failed or is failing to defend vigorously such Claim.

9.3.2 The Indemnifying Party has the right to settle or resolve Claims as it deems expedient or appropriate except that (a) the Indemnified Party's express prior written consent must be obtained for any settlement or resolution that imposes nonmonetary restrictions or obligations on the Indemnified Party, and (b) any settlement or resolution not expressly approved in writing by the Indemnified Party must fully release the Indemnified Party for all continuing liabilities and obligations.

9.3.3 The Indemnifying Party shall not be liable to indemnify the Indemnified Party for any amounts paid in settlement of any Claim effected by the Indemnified Party without the Indemnifying Party's express prior written consent.

9.3.4 The Indemnified Party agrees to cooperate, at the Indemnifying Party's expense, to the extent necessary in the handling of such Claim, including, when reasonably requested by the Indemnifying Party, participating in any investigation, obtaining and producing evidence, assisting in obtaining necessary and proper witnesses and attending hearings and other appropriate proceedings.

ARTICLE X.
MISCELLANEOUS

10.1 COUNTERPARTS; ENTIRE AGREEMENT. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. This Agreement (including any Schedules and Exhibits hereof) contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter.

10.2 GOVERNING LAW. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Texas as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies.

10.3 ASSIGNABILITY. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that no party hereto may assign its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other party hereto. Notwithstanding the foregoing, each party may assign its rights and delegate its obligations under this Agreement without the prior written consent of the other party to an Affiliate, provided that such party shall continue to remain liable under this Agreement.

10.4 THIRD PARTY BENEFICIARIES. Except for the indemnification rights under this Agreement, the provisions of this Agreement are solely for the benefit of the parties hereto and are not intended to confer upon any person except the parties any rights or remedies hereunder; and there are no third party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

10.5 COMMUNICATIONS. Unless otherwise provided herein, all notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given: when delivered in person, on the date of delivery; when deposited in the United States mail or private express mail, postage prepaid, addressed as follows, the earlier of when it is received or the third business day after deposit; or when sent by fax to the other party at the following number, when the fax is received by the other party:

If to IMDC, to:	Inamed Corporation
	5540 Ekwill Street
	Santa Barbara, CA 93111
	Fax: 805-692-5409
	Attn: Chief Executive Officer
	With a copy to the Chief Operations Officer at the same address

If to Immucor, to:	Immucor, Inc.
	3130 Gateway Drive
	PO Box 5625
	Norcross, GA 30091
	Fax: 770-242-8930
	Attn: Chief Executive Officer

Any party may, by notice to the other party, change the address to which such notices are to be given.

10.6 SEVERABILITY. If any provision or part thereof of this Agreement is held to be invalid, void or unenforceable, the remaining provisions or parts thereof of this Agreement shall continue in full force without being impaired or invalidated in any way, to the maximum extent possible consistent with the intent of the parties in entering into this Agreement.

10.7 FORCE MAJEURE. No party shall be deemed in breach of this Agreement to the extent that any delay or failure in the performance of its obligations under this Agreement results from any cause beyond its reasonable control and without its fault or negligence, such as acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of materials, or, in the case of computer systems, any failure in electrical or air conditioning equipment. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay.

10.8 HEADINGS. The Article, Section and Paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

10.9 WAIVERS OF DEFAULT. Waiver by any party of any default by another party of any provision of this Agreement shall not be deemed a waiver by any other party or a waiver by the waiving party of any subsequent or other default, nor shall it prejudice the rights of the defaulting party.

10.10 AMENDMENTS. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the party against whom it is sought to enforce such waiver, amendment, supplement or modification.

10.11 INTERPRETATION. Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other genders as the context requires. The terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the Exhibits hereto) and not to any particular provision of this Agreement. The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. The word “or” shall not be exclusive.

[Signatures commence on following page.]

IN WITNESS HEREOF, the parties hereto have caused this Human Extracellular Matrix Mesh Supply Agreement to be executed by their duly authorized representatives as of the date first written above.

INAMED CORPORATION

By: __________________________

Name: _______________________

Title: ________________________

IMMUCOR, INC.

By: __________________________

Name: _______________________

Title: ________________________

Schedule A
Product Specifications

Schedule B
Form of Certificate of Analysis

Schedule C
Product Purchase Price

Annual Mesh Purchases*	15K - 22.5K	22.5K - 25K	25K - 30K
Price per Mesh	$ 278.20	$ 249.58	$ 236.22

*     July 1 - June 30

Schedule D
Human Collagen Specifications

Test Procedure	Purpose	Criteria for Acceptance
HPLC amino acid composition	HPLC Analysis of Acid Digest	- Similar to published
		- gly = ~33%
		pro = ~12%
		hypro = ~10%
		tyr = ~0.2%
		cys = ~0.1%
SDS-PAGE after collagenase digestion using silver stain	Purity	No detectable non collagenase bands
Trypsin Digestion	SDS-PAGE after trypsin digestion	No significant decrease in intensity of collagen bands
DSC	Stability (thermal melting of fibers)	Melting temperature: CosmoDerm >=52°C CosmoPlast >=67 °C
SDS-PAGE - interrupted reduction	- purity (type I: type III ratio)	Type III <= 20%
Type I western blot	Identity (type I component)	Type I bands react with anti-type I Ab
Type III western blot	Identity (type III component)	Type III bands react with anti-type III Ab
Type IV western blot	Purity (Goodpastures epitope)	Not detectable
Lipid Determination	Purity	<= 0.1%
Pepsin ELISA	Purity (non human protein)	Not detectable
BSA ELISA	Purity (non human protein)	Not detectable
VEGF ELISA	Purity (human protein)	Not detectable
Salt Extracted Protein	Yield (recoverable protein)	Per ATS method and specification

SDS-PAGE	Release Test	Current Specification*
Carbohydrate Determination	Release Test	< 10ug/mg collagen
Protein Concentration	Release Test	Current Specification
pH	Release Test	Current Specification
Lidocaine Concentration	Release Test	Current Specification
Opacity	Release Test	Current Specification*
Percent total denatured	Release Test	Current Specification
Residue on Ignition	Release Test	Current Specification
Extrusion	Release Test	Current Specification
Appearance	Release Test	Current Specification
Extractable Aldehyde**	Release Test	Current Specification
Appearance	Release Test	Pass

  *  -  CosmoDerm ONLY
** -  Crosslinked implant ONLY

EX-10

EXHIBIT 10.19

EMPLOYMENT AGREEMENT

            THIS AGREEMENT, made and entered into as of May 1, 2004, by and between Immucor, Inc., a Georgia corporation with its executive offices at 3130 Gateway Drive, Norcross, Georgia 30071 (herein referred to as “Employer” or the “Company”), and Edward L. Gallup, residing at 6190 Daffodil Lane, Norcross, Georgia 30092 (herein referred to as “Employee”).

WITNESSETH

            WHEREAS, the parties hereto desire to enter into an agreement for Employer’s employment of Employee on the terms and conditions hereinafter states.

            NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereby agree as follows:

1.      Relationship Established

Employer hereby employs Employee as Chairman of the Board of Employer to perform the services and duties normally and customarily associated with Employee’s position, such duties as specified in the Employer’s bylaws, and such other duties as may from time to time be agreed upon between Employee and Employer’s Board of Directors the (“Board”). In particular, Employee shall serve as Employer’s principal contact with and spokesman to investors, the media and other members of the public, and shall assist Employer’s Chief Executive Officer, as reasonably requested, with strategic planning, sales and marketing. Employee shall report directly to the Board.

2.      Extent of Services

Employee will perform the services and duties specified in Section 1 above. It is expected that Employee’s performance of those services and duties will require Employee to work at least halftime. While performing those services and duties, Employee shall devote all his attention, skill and efforts to that performance and shall use his best efforts to promote the success of the Employer’s business. Employer recognizes that Employee has agreed to employment at Employer’s offices located in Norcross, Georgia. Should Employer’s executive offices be relocated to, or if Employer otherwise shall require that Employee work at, a place greater than thirty (30) miles from Employee’s principal residence noted in Section 13(b) hereof, then Employee shall have the right to terminate his employment hereunder and such termination shall be deemed to be a termination under Section 3(c) hereof for all purposes hereunder.

3.     Term of Employment

(a) Employee’s employment hereunder shall commence on May 1, 2004 (hereinafter called the “Effective Date,” and shall continue for a period of two (2) years, unless sooner terminated by the first to occur of the following:

(i) The death or complete disability of Employee. “Complete disability”, as used herein, shall mean the inability of Employee, due to illness, accident or any other physical or mental incapacity, to perform the services provided for hereunder for an aggregate of 12 months during the term hereof.

(ii) The discharge of Employee by Employer for Cause. Employee’s discharge shall be “for Cause” if due to any of the following:

(A)   Employee’s dishonesty,  

(B)   An act of defalcation committed by Employee,

(C)   Employee’s continuing inability or refusal to perform reasonable duties assigned to him hereunder (unless such refusal occurs following the occurrence of a Change of Control, as defined herein) or

(D)   Employee’s moral turpitude.

Disability because of illness or accident or any other physical or mental disability shall not constitute a basis for discharge for Cause.

(iii) The discharge of Employee by Employer without Cause (which shall be deemed to have occurred if Employee’s employment hereunder terminates under Section 7 hereof).

(iv) At Employee’s request and with the express prior written consent of Employer.

(v) At Employee’s election upon 120 days notice (or such lesser notice as Employer may accept), without the express prior written consent of Employer.

(b)   Beginning February 1, 2006, either party may initiate discussions with the other party concerning a possible extension of this Agreement, under the same or revised terms. If either party initiates such discussions, both parties will enter into such discussions and continue them in good faith until April 30, 2006 (if either party wants to continue) or the extension of this Agreement, whichever comes first.

(c)   If Employee’s employment hereunder terminates for any reason, other than a termination for Cause under Section 3(a)(ii) above, Employee’s existing options under any Company option plan, including the Company’s 1990 Stock Option Plan, 1995 Stock Option Plan, 1998 Stock Option Plan and 2003 Stock Option Plan, if any, shall immediately vest and become exercisable in full and shall remain exercisable for the full term stated in such option plan or in any stock option agreement between the Company and the Employee.

4.     Compensation

(a) Subject to the provisions of Section 4(e), Employer will pay to Employee as base compensation for the services to be performed by him hereunder the base compensation specified on Schedule A attached hereto. Schedule A may be amended from time to time upon the parties’ revision and re-execution thereof, whereupon the amended Schedule A shall be attached hereto; provided, however, the amended Schedule A shall be effective upon such re-execution, whether or not it is attached hereto.

(b) The Employee may be entitled to additional bonus compensation as may be determined by the Board of Directors of Employer from time to time, any such determination to be final, binding, conclusive on Employee and all other persons.

(c) In the event Employee’s employment shall terminate under Section 3(a)(iii) hereof, the Employee shall be paid an amount equal to the Average Annual Compensation payable to Employee under Schedule A for the remainder of the term of this Agreement in accordance with the payment schedule set forth on Schedule A, to be paid over the remainder of the term of this Agreement following termination. For purposes of this Section, “Average Annual Compensation” shall mean the Employee’s annual base compensation payable to Employee under Schedule A in accordance with the payment schedule set forth on Schedule A together with his Average Bonus. “Average Bonus” shall mean the average bonus paid to employee over the last two years in which the Employee was eligible to receive a bonus or such lesser number of years in which Employee was eligible to receive a bonus.

(d)   As long as Employee is employed hereunder, Employer, at its election, will either (a) supply to Employee an automobile of a type consistent with his duties and salary, and will pay the reasonable expenses of operating, maintaining the automobile and insuring the automobile and its driver, or (b) provide Employee an automobile allowance as specified on Schedule A attached hereto, and will pay the reasonable expenses of operating, maintaining the automobile and insuring the automobile and its driver. Schedule A may be amended from time to time upon the parties’ revision and re-execution thereof whereupon the amended Schedule A shall be attached hereto; provided, however, the amended Schedule A shall be effective upon re-execution, whether or not it is attached hereto.

(e)   In the event Employee’s employment shall terminate under Section 3(a)(i), 3(a)(ii), 3(a)(iv) or 3(a)(v) hereof, all of Employer’s obligations to Employee hereunder will cease automatically and Employee shall only be entitled to compensation accrued through the date of termination.

5.     Expenses

Employee shall be entitled to receive reimbursement for, or payment directly by the Employer of, all reasonable expenses incurred by Employee at the request of the Employer in the performance of his duties under this Agreement, provided that Employee accounts therefor in writing and that such expenses are ordinary and necessary business expenses of the Employer within the meaning of Section 162 of the Internal Revenue Code of 1986 as amended.

6.     Insurance and Other Fringe Benefits

Employer will provide Employee with (a) health insurance, dental insurance, long-term disability insurance, paid vacations and other fringe benefits in the form and in dollar amounts substantially equivalent to the benefits provided to the Employer’s other employees in a similar position and with similar responsibilities, and (b) life insurance for the benefit of the Employee and/or the Employer, as provided on Schedule B attached hereto. Schedule B may be amended from time to time upon the parties’ revision and re-execution thereof, whereupon the amended Schedule B shall be attached hereto; provided, however, the amended Schedule B shall be effective upon such re-execution, whether or not it is attached hereto.

7.      Termination of Employment Upon Sale or Change of Control of Employer’s Business; Severance

(a) Notwithstanding anything to the contrary contained in this Agreement, either Employer or Employee may terminate Employee’s employment hereunder if any of the following events occur:

(i)  Sale of Employer’s Assets. The sale of all or substantially all of Employer’s assets to a single purchaser or group of associated purchasers, whether in a single transaction or a series of related transactions.

(ii)  Sale of Employer’s Shares. The sale, exchange, or other disposition, in one transaction, or in a series of related transactions, of twenty percent (20%) or more of Employer’s outstanding shares of capital stock.

(iii)  Merger or Consolidation. The merger or consolidation of Employer in a transaction or series of transactions in which Employer’s shareholders receive or retain less than fifty percent (50%) of the outstanding voting shares of the new or surviving corporation.

(iv)  Other Changes in Control. The occurrence of any change in control of the Employer within the meaning of federal securities law.

(b) If, within 60 days after an event described in Sections 7(a)(i), (a)(ii), (a)(iii) or (a)(iv) (a “Change of Control”), the Employee voluntarily terminates his employment with the Employer, or if during the term of this Agreement after a Change of Control Employer terminates Employee’s employment (whether for Cause or without Cause), then Employer shall pay Employee (instead of the amount specified in Section 4(c), if any,) an amount equal to five times the Employee’s Average Annual Compensation (as defined below), to be paid in a single payment at the time of termination. In consideration of such payment and his employment hereunder through the date of such termination, Employee agrees to remain bound by the provisions of this Agreement which specifically relate to periods, activities or obligations upon or subsequent to the termination of Employee’s employment.

(c) Upon a Change of Control, Employee’s existing options under any Company option plan, including the Company’s 1990 Stock Option Plan, 1995 Stock Option Plan, 1998 Stock Option Plan, and 2003 Stock Option Plan, if any, shall immediately vest and become exercisable in full and shall remain exercisable for the full term stated in such option plan or in any stock option agreement between the Company and the Employee.

(d) For purposes of this Section, “Average Annual Compensation” shall mean the Employee’s annual base compensation payable to Employee under Schedule A in accordance with the payment schedule set forth on Schedule A together with his Average Bonus. “Average Bonus” shall mean the average of the bonuses paid to Employee over the last two years (or such lesser number of years in which Employee was eligible to receive a bonus) in which the Employee was eligible to receive a bonus.

(e) Certain Additional Payments by Employer. In the event that Employee becomes entitled to severance benefits or any other benefits or payments in connection with this Agreement, whether pursuant to the terms of this Agreement or otherwise (collectively, the “Total Benefits”) and (ii) any of the Total Benefits will be subject to the excise tax imposes pursuant to Section 4999 of the Internal Revenue Code (“Excise Tax”), which tax may be imposed if the payments made to Employee are deemed to be “excess parachute payments” within the meaning of Section 280G of the Code, then Employer shall pay to employee an additional amount (the “Gross-Up Payment”) such that the net amount retained by Employee, after deduction of any Excise Tax on the Total Benefits and any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes upon the payment provided for by this Section, will be equal to the Total Benefits so that Employee shall be, after payment of all taxes, in the same financial position as if no taxes under Section 4999 had been imposed upon him. For purposes of this Section, Employee will be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Excise tax is (or would be) payable and state and local income taxes at the highest marginal rate of taxation in the state and locality of Employee’s residence on the Date of Termination, net of the reduction in federal income taxes that could be obtained from the deduction of such state and local taxes (calculated by assuming that any reduction under Section 68 of the Internal revenue Code in the amount of itemized deductions allowable to Employee applies first to reduce the amount of such state and local income taxes that would otherwise be deductible by Employee).

8.      Reimbursement of Legal Fees and Expenses

Employer shall promptly reimburse Employee for any and all legal fees and expenses incurred by him as a result of a termination of employment described in Section 7(b), including without limitation all fees and expenses incurred to enforce the provisions of this Agreement.

9.      Prohibited Practices

During the term of Employee’s employment hereunder, for a period of two years after such employment is terminated for any reason, in consideration of the compensation being paid to Employee hereunder, Employee shall:

(a) not solicit business from anyone who is or becomes an active or actively-sought prospective customer of Employer or its affiliates and with whom the Employee had dealt with or had material contact during his term of employment under this Agreement, with a view to selling or providing to such customer or prospective customer any product or service of a type sold or provided by Employer to such customer or prospective Customer.

(b) not solicit for employment or hire any employee of Employer or its affiliates that the Employee had contact with during his term of employment under this Agreement.

10.      Non-Disclosure

a. Protection of Trade Secrets. Employee acknowledges that during the course of his or her employment, Employee will have significant access to, and involvement with, the Company’s Trade Secrets and Confidential Information. Employee agrees to maintain in strict confidence and, except as necessary to perform his or her duties for the Company, Employee agrees not to use or disclose any Trade Secrets of the Company during or after his or her employment. Employee agrees that the provisions of this subsection shall be deemed sufficient to protect Trade Secrets of third parties provided to the Company under an obligation of secrecy. As provided by Georgia statutes, “Trade Secret” shall mean any information (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) that: (i) 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 (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

b. Protection of Other Confidential Information. In addition, Employee agrees to maintain in strict confidence and, except as necessary to perform his or her duties for the Company, not to use or disclose any Confidential Information of the Company during his or her employment and for a period of 12 months following termination of Employee’s employment. “Confidential Information” shall mean any internal, non-public information (other than Trade Secrets already addressed above) concerning (without limitation) the Company’s financial position and results of operations (including revenues, assets, net income, etc.); annual and long-range business plans; product or service plans; marketing plans and methods; training, educational and administrative manuals; supplier information and purchase histories; customers or clients; personnel and salary information; and employee lists. Employee agrees that the provisions of this subsection shall be deemed sufficient to protect Confidential Information of third parties provided to the Company under an obligation of secrecy.

c. Rights to Work Product. Except as expressly provided in this Agreement, the Company alone shall be entitled to all benefits, profits and results arising from or incidental to Employee’s performance of his or her job duties to the Company. To the greatest extent possible, any work product, property, data, invention, “know-how”, documentation or information or materials prepared, conceived, discovered, developed or created by Employee in connection with performing his or her employment responsibilities during Employee’s employment with the Company shall be deemed to be “work made for hire” as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended, and owned exclusively and perpetually by the Company. Employee hereby unconditionally and irrevocably transfers and assigns to the Company all intellectual property or other rights, title and interest Employee may currently have (or in the future may have) by operation of law or otherwise in or to any work product. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate to vest complete and perpetual title and ownership of any work product and all associated rights exclusively in the Company. The Company shall have the right to adapt, change, revise, delete from, add to and/or rearrange the work product or any part thereof written or created by Employee, and to combine the same with other works to any extent, and to change or substitute the title thereof, and in this connection Employee hereby waives the “moral rights” of authors as that term is commonly understood throughout the world including, without limitation, any similar rights or principles of law which Employee may now or later have by virtue of the law of any locality, state, nation, treaty, convention or other source. Unless otherwise specifically agreed, Employee shall not be entitled to any additional compensation, beyond his or her salary, for any exercise by the Company of its rights set forth in the preceding sentence.

d. Return of Materials. Employee shall surrender to the Company, promptly upon its request and in any event upon termination of Employee’s employment, all media, documents, notebooks, computer programs, handbooks, data files, models, samples, price lists, drawings, customer lists, prospect data, or other material of any nature whatsoever (in tangible or electronic form) in the Employee’s possession or control, including all copies thereof, relating to the Company, its business, or its customers. Upon the request of the Company, employee shall certify in writing compliance with the foregoing requirement.

11.      Severability

It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time or to apply to business activities which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and any other provisions (not greater than those contained herein) as shall be valid and as shall be valid and enforceable under such applicable law.

If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

12.      Waiver of Provisions

Failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted hereunder or of the future performance of any such term or condition or of any other term of condition of this Agreement, unless such waiver’s contained in a writing signed by the party against whom the waiver or relinquishment is sought to be enforced.

13.      Notices

Any notice or other communication to a party required or permitted hereunder shall be in a writing and shall be deemed sufficiently given when received by the party (regardless of the method of delivery), or if sent by registered or certified mail, postage and fees prepaid, addressed to the party as follows, on the third business day after mailing:

(a)	If to Employer:          3130 Gateway Drive
	Norcross, GA 30071

(b)	If to Employee:          6190 Daffodil Lane
	Norcross, Georgia 30092

            or in each case to such other address as the party may time to time designate in writing to the other party.

14.      Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia.

15.      Enforcement

In the event of any breach or threatened breach by Employee of any covenant contained in Sections 9 or 10 hereof, the resulting injuries to the Company would be difficult or impossible to estimate accurately, even though irreparable injury or damages would certainly result. Accordingly, an award of legal damages, if without other relief, would be inadequate to protect the Company. Employee, therefore, agrees that in the event of any such breach, the Company shall be entitled to obtain from a court of competent jurisdiction an injunction to restrain the breach or anticipated breach of any such covenant, and to obtain any other available legal, equitable, statutory, or contractual relief. Should the Company have cause to seek such relief, no bond shall be required from the Company, and Employee shall pay all attorney’s fees and court costs which the Company may incur to the extent the Company prevails in its enforcement action.

16.      Entire Agreement; Modification and Amendment

This Agreement contains the sole and entire agreement between the parties and supersedes all prior discussions and agreements between the parties with respect to the matters addressed herein, and any such prior agreement shall, from and after the date hereof, be null and void. This Agreement and the attached Schedules shall not be modified or amended except by an instrument in writing signed by the parties hereto.

17.      Parties Benefited

This Agreement shall insure to the benefit of, and be binding upon, Employee, his heirs, executors and administrators, and Employer, its subsidiaries, affiliates, and successors.

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

IMMUCOR, INC.	EMPLOYEE
By:     _______________________________________	By:     _______________________________________
Gioacchino De Chirico, President	Edward L. Gallup

SCHEDULE A

EMPLOYMENT AGREEMENT DATED MAY 1, 2004 BY AND BETWEEN IMMUCOR, INC. AND EDWARD L. GALLUP

Base compensation: $334,750 a year payable in 26 installments every two weeks.

Automobile Allowance: $9,600.00 a year payable in 12 monthly installments.

IMMUCOR, INC.	EMPLOYEE
By:     _______________________________________	By:     _______________________________________
Gioacchino De Chirico, President	Edward L. Gallup
Date:     _______________________________________	Date:     _______________________________________

(This Schedule A supersedes and replaces any Schedule A previously executed by the parties hereto.)

SCHEDULE B

EMPLOYMENT AGREEMENT DATED MAY 1, 2004 BY AND BETWEEN IMMUCOR, INC. AND EDWARD L. GALLUP

Life Insurance for the Benefit of Employer: N/A

Insured:

Face Amount: $

Owner of Policy: Employer

Policy Number:

Insurance Company:

Life Insurance for the Benefit of Employee:

Insured:   Edward L. Gallup

Face Amount:   $1,000,000.00

Owner of Policy:   Edward L. Gallup

Policy Number:   15547360

Insurance Company:  Mass Mutual

IMMUCOR, INC.	EMPLOYEE
By:     _______________________________________	By:     _______________________________________
Gioacchino DeChirico, President	Edward L. Gallup
Date:     _______________________________________	Date:     _______________________________________

(This Schedule B supersedes and replaces any Schedule B previously executed by the parties hereto.)

EX-10

EXHIBIT 10.20

EMPLOYMENT AGREEMENT

            THIS AGREEMENT, made and entered into as of May 1, 2004, by and between Immucor, Inc., a Georgia corporation with its executive offices at 3130 Gateway Drive, Norcross, Georgia 30071 (herein referred to as “Employer” or the “Company”), and Ralph A. Eatz, residing at 1350 Treebrook Court, Roswell, Georgia 30075 (herein referred to as “Employee”).

WITNESSETH

            WHEREAS, the parties hereto desire to enter into an agreement for Employer’s employment of Employee on the terms and conditions hereinafter states.

            NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereby agree as follows:

1.      Relationship Established

Employer hereby employs Employee as Senior Vice President and Chief Scientific Officer of Employer to perform the services and duties normally and customarily associated with Employee’s position, such duties as specified in the Employer’s bylaws (if any), and such other duties as may from time to time be agreed upon between Employee and Employer’s Board of Directors the (“Board”). In particular, Employee shall be the officer of Employee responsible for supervising Employer’s R&D and new product development, and shall assist Employer’s Chief Executive Officer, as reasonably requested, with special technical projects involving existing products. Employee shall report directly to Employer’s Chief Executive Officer.

2.      Extent of Services

Employee will perform the services and duties specified in Section 1 above. It is expected that Employee’s performance of those services and duties will require Employee to work at least halftime. While performing those services and duties, Employee shall devote all his attention, skill and efforts to that performance and shall use his best efforts to promote the success of the Employer’s business. Employer recognizes that Employee has agreed to employment at Employer’s offices located in Norcross, Georgia. Should Employer’s executive offices be relocated to, or if Employer otherwise shall require that Employee work at, a place greater than thirty (30) miles from Employee’s principal residence noted in Section 13(b) hereof, then Employee shall have the right to terminate his employment hereunder and such termination shall be deemed to be a termination under Section 3(c) hereof for all purposes hereunder.

3.     Term of Employment

(a) Employee’s employment hereunder shall commence on May 1, 2004 (hereinafter called the “Effective Date,” and shall continue for a period of two (2) years, unless sooner terminated by the first to occur of the following:

(i) The death or complete disability of Employee. “Complete disability”, as used herein, shall mean the inability of Employee, due to illness, accident or any other physical or mental incapacity, to perform the services provided for hereunder for an aggregate of 12 months during the term hereof.

(ii) The discharge of Employee by Employer for Cause. Employee’s discharge shall be “for Cause” if due to any of the following:

(A)   Employee’s dishonesty,  

(B)   An act of defalcation committed by Employee,

(C)   Employee’s continuing inability or refusal to perform reasonable duties assigned to him hereunder (unless such refusal occurs following the occurrence of a Change of Control, as defined herein) or

(D)   Employee’s moral turpitude.

Disability because of illness or accident or any other physical or mental disability shall not constitute a basis for discharge for Cause.

(iii) The discharge of Employee by Employer without Cause (which shall be deemed to have occurred if Employee’s employment hereunder terminates under Section 7 hereof).

(iv) At Employee’s request and with the express prior written consent of Employer.

(v) At Employee’s election upon 120 days notice (or such lesser notice as Employer may accept), without the express prior written consent of Employer.

(b)   Beginning February 1, 2006, either party may initiate discussions with the other party concerning a possible extension of this Agreement, under the same or revised terms. If either party initiates such discussions, both parties will enter into such discussions and continue them in good faith until April 30, 2006 (if either party wants to continue) or the extension of this Agreement, whichever comes first.

(c)   If Employee’s employment hereunder terminates for any reason, other than a termination for Cause under Section 3(a)(ii) above, Employee’s existing options under any Company option plan, including the Company’s 1990 Stock Option Plan, 1995 Stock Option Plan, 1998 Stock Option Plan and 2003 Stock Option Plan, if any, shall immediately vest and become exercisable in full and shall remain exercisable for the full term stated in such option plan or in any stock option agreement between the Company and the Employee.

4.     Compensation

(a) Subject to the provisions of Section 4(e), Employer will pay to Employee as base compensation for the services to be performed by him hereunder the base compensation specified on Schedule A attached hereto. Schedule A may be amended from time to time upon the parties’ revision and re-execution thereof, whereupon the amended Schedule A shall be attached hereto; provided, however, the amended Schedule A shall be effective upon such re-execution, whether or not it is attached hereto.

(b) The Employee may be entitled to additional bonus compensation as may be determined by the Board of Directors of Employer from time to time, any such determination to be final, binding, conclusive on Employee and all other persons.

(c) In the event Employee’s employment shall terminate under Section 3(a)(iii) hereof, the Employee shall be paid an amount equal to the Average Annual Compensation payable to Employee under Schedule A for the remainder of the term of this Agreement in accordance with the payment schedule set forth on Schedule A, to be paid over the remainder of the term of this Agreement following termination. For purposes of this Section, “Average Annual Compensation” shall mean the Employee’s annual base compensation payable to Employee under Schedule A in accordance with the payment schedule set forth on Schedule A together with his Average Bonus. “Average Bonus” shall mean the average bonus paid to employee over the last two years in which the Employee was eligible to receive a bonus or such lesser number of years in which Employee was eligible to receive a bonus.

(d)   As long as Employee is employed hereunder, Employer, at its election, will either (a) supply to Employee an automobile of a type consistent with his duties and salary, and will pay the reasonable expenses of operating, maintaining the automobile and insuring the automobile and its driver, or (b) provide Employee an automobile allowance as specified on Schedule A attached hereto, and will pay the reasonable expenses of operating, maintaining the automobile and insuring the automobile and its driver. Schedule A may be amended from time to time upon the parties’ revision and re-execution thereof whereupon the amended Schedule A shall be attached hereto; provided, however, the amended Schedule A shall be effective upon re-execution, whether or not it is attached hereto.

(e)   In the event Employee’s employment shall terminate under Section 3(a)(i), 3(a)(ii), 3(a)(iv) or 3(a)(v) hereof, all of Employer’s obligations to Employee hereunder will cease automatically and Employee shall only be entitled to compensation accrued through the date of termination.

5.     Expenses

Employee shall be entitled to receive reimbursement for, or payment directly by the Employer of, all reasonable expenses incurred by Employee at the request of the Employer in the performance of his duties under this Agreement, provided that Employee accounts therefor in writing and that such expenses are ordinary and necessary business expenses of the Employer within the meaning of Section 162 of the Internal Revenue Code of 1986 as amended.

6.     Insurance and Other Fringe Benefits

Employer will provide Employee with (a) health insurance, dental insurance, long-term disability insurance, paid vacations and other fringe benefits in the form and in dollar amounts substantially equivalent to the benefits provided to the Employer’s other employees in a similar position and with similar responsibilities, and (b) life insurance for the benefit of the Employee and/or the Employer, as provided on Schedule B attached hereto. Schedule B may be amended from time to time upon the parties’ revision and re-execution thereof, whereupon the amended Schedule B shall be attached hereto; provided, however, the amended Schedule B shall be effective upon such re-execution, whether or not it is attached hereto.

7.      Termination of Employment Upon Sale or Change of Control of Employer’s Business; Severance

(a) Notwithstanding anything to the contrary contained in this Agreement, either Employer or Employee may terminate Employee’s employment hereunder if any of the following events occur:

(i)  Sale of Employer’s Assets. The sale of all or substantially all of Employer’s assets to a single purchaser or group of associated purchasers, whether in a single transaction or a series of related transactions.

(ii)  Sale of Employer’s Shares. The sale, exchange, or other disposition, in one transaction, or in a series of related transactions, of twenty percent (20%) or more of Employer’s outstanding shares of capital stock.

(iii)  Merger or Consolidation. The merger or consolidation of Employer in a transaction or series of transactions in which Employer’s shareholders receive or retain less than fifty percent (50%) of the outstanding voting shares of the new or surviving corporation.

(iv)  Other Changes in Control. The occurrence of any change in control of the Employer within the meaning of federal securities law.

(b) If, within 60 days after an event described in Sections 7(a)(i), (a)(ii), (a)(iii) or (a)(iv) (a “Change of Control”), the Employee voluntarily terminates his employment with the Employer, or if during the term of this Agreement after a Change of Control Employer terminates Employee’s employment (whether for Cause or without Cause), then Employer shall pay Employee (instead of the amount specified in Section 4(c), if any,) an amount equal to five times the Employee’s Average Annual Compensation (as defined below), to be paid in a single payment at the time of termination. In consideration of such payment and his employment hereunder through the date of such termination, Employee agrees to remain bound by the provisions of this Agreement which specifically relate to periods, activities or obligations upon or subsequent to the termination of Employee’s employment.

(c) Upon a Change of Control, Employee’s existing options under any Company option plan, including the Company’s 1990 Stock Option Plan, 1995 Stock Option Plan, 1998 Stock Option Plan, and 2003 Stock Option Plan, if any, shall immediately vest and become exercisable in full and shall remain exercisable for the full term stated in such option plan or in any stock option agreement between the Company and the Employee.

(d) For purposes of this Section, “Average Annual Compensation” shall mean the Employee’s annual base compensation payable to Employee under Schedule A in accordance with the payment schedule set forth on Schedule A together with his Average Bonus. “Average Bonus” shall mean the average of the bonuses paid to Employee over the last two years (or such lesser number of years in which Employee was eligible to receive a bonus) in which the Employee was eligible to receive a bonus.

(e) Certain Additional Payments by Employer. In the event that Employee becomes entitled to severance benefits or any other benefits or payments in connection with this Agreement, whether pursuant to the terms of this Agreement or otherwise (collectively, the “Total Benefits”) and (ii) any of the Total Benefits will be subject to the excise tax imposes pursuant to Section 4999 of the Internal Revenue Code (“Excise Tax”), which tax may be imposed if the payments made to Employee are deemed to be “excess parachute payments” within the meaning of Section 280G of the Code, then Employer shall pay to employee an additional amount (the “Gross-Up Payment”) such that the net amount retained by Employee, after deduction of any Excise Tax on the Total Benefits and any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes upon the payment provided for by this Section, will be equal to the Total Benefits so that Employee shall be, after payment of all taxes, in the same financial position as if no taxes under Section 4999 had been imposed upon him. For purposes of this Section, Employee will be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Excise tax is (or would be) payable and state and local income taxes at the highest marginal rate of taxation in the state and locality of Employee’s residence on the Date of Termination, net of the reduction in federal income taxes that could be obtained from the deduction of such state and local taxes (calculated by assuming that any reduction under Section 68 of the Internal revenue Code in the amount of itemized deductions allowable to Employee applies first to reduce the amount of such state and local income taxes that would otherwise be deductible by Employee).

8.      Reimbursement of Legal Fees and Expenses

Employer shall promptly reimburse Employee for any and all legal fees and expenses incurred by him as a result of a termination of employment described in Section 7(b), including without limitation all fees and expenses incurred to enforce the provisions of this Agreement.

9.      Prohibited Practices

During the term of Employee’s employment hereunder, for a period of two years after such employment is terminated for any reason, in consideration of the compensation being paid to Employee hereunder, Employee shall:

(a) not solicit business from anyone who is or becomes an active or actively-sought prospective customer of Employer or its affiliates and with whom the Employee had dealt with or had material contact during his term of employment under this Agreement, with a view to selling or providing to such customer or prospective customer any product or service of a type sold or provided by Employer to such customer or prospective Customer.

(b) not solicit for employment or hire any employee of Employer or its affiliates that the Employee had contact with during his term of employment under this Agreement.

10.      Non-Disclosure

a. Protection of Trade Secrets. Employee acknowledges that during the course of his or her employment, Employee will have significant access to, and involvement with, the Company’s Trade Secrets and Confidential Information. Employee agrees to maintain in strict confidence and, except as necessary to perform his or her duties for the Company, Employee agrees not to use or disclose any Trade Secrets of the Company during or after his or her employment. Employee agrees that the provisions of this subsection shall be deemed sufficient to protect Trade Secrets of third parties provided to the Company under an obligation of secrecy. As provided by Georgia statutes, “Trade Secret” shall mean any information (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) that: (i) 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 (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

b. Protection of Other Confidential Information. In addition, Employee agrees to maintain in strict confidence and, except as necessary to perform his or her duties for the Company, not to use or disclose any Confidential Information of the Company during his or her employment and for a period of 12 months following termination of Employee’s employment. “Confidential Information” shall mean any internal, non-public information (other than Trade Secrets already addressed above) concerning (without limitation) the Company’s financial position and results of operations (including revenues, assets, net income, etc.); annual and long-range business plans; product or service plans; marketing plans and methods; training, educational and administrative manuals; supplier information and purchase histories; customers or clients; personnel and salary information; and employee lists. Employee agrees that the provisions of this subsection shall be deemed sufficient to protect Confidential Information of third parties provided to the Company under an obligation of secrecy.

c. Rights to Work Product. Except as expressly provided in this Agreement, the Company alone shall be entitled to all benefits, profits and results arising from or incidental to Employee’s performance of his or her job duties to the Company. To the greatest extent possible, any work product, property, data, invention, “know-how”, documentation or information or materials prepared, conceived, discovered, developed or created by Employee in connection with performing his or her employment responsibilities during Employee’s employment with the Company shall be deemed to be “work made for hire” as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended, and owned exclusively and perpetually by the Company. Employee hereby unconditionally and irrevocably transfers and assigns to the Company all intellectual property or other rights, title and interest Employee may currently have (or in the future may have) by operation of law or otherwise in or to any work product. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate to vest complete and perpetual title and ownership of any work product and all associated rights exclusively in the Company. The Company shall have the right to adapt, change, revise, delete from, add to and/or rearrange the work product or any part thereof written or created by Employee, and to combine the same with other works to any extent, and to change or substitute the title thereof, and in this connection Employee hereby waives the “moral rights” of authors as that term is commonly understood throughout the world including, without limitation, any similar rights or principles of law which Employee may now or later have by virtue of the law of any locality, state, nation, treaty, convention or other source. Unless otherwise specifically agreed, Employee shall not be entitled to any additional compensation, beyond his or her salary, for any exercise by the Company of its rights set forth in the preceding sentence.

d. Return of Materials. Employee shall surrender to the Company, promptly upon its request and in any event upon termination of Employee’s employment, all media, documents, notebooks, computer programs, handbooks, data files, models, samples, price lists, drawings, customer lists, prospect data, or other material of any nature whatsoever (in tangible or electronic form) in the Employee’s possession or control, including all copies thereof, relating to the Company, its business, or its customers. Upon the request of the Company, employee shall certify in writing compliance with the foregoing requirement.

11.      Severability

It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time or to apply to business activities which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and any other provisions (not greater than those contained herein) as shall be valid and as shall be valid and enforceable under such applicable law.

If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

12.      Waiver of Provisions

Failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted hereunder or of the future performance of any such term or condition or of any other term of condition of this Agreement, unless such waiver’s contained in a writing signed by the party against whom the waiver or relinquishment is sought to be enforced.

13.      Notices

Any notice or other communication to a party required or permitted hereunder shall be in a writing and shall be deemed sufficiently given when received by the party (regardless of the method of delivery), or if sent by registered or certified mail, postage and fees prepaid, addressed to the party as follows, on the third business day after mailing:

(a)	If to Employer:          3130 Gateway Drive
	Norcross, GA 30071

(b)	If to Employee:          1350 Treebrook Court
	Roswell, Georgia 30075

            or in each case to such other address as the party may time to time designate in writing to the other party.

14.      Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia.

15.      Enforcement

In the event of any breach or threatened breach by Employee of any covenant contained in Sections 9 or 10 hereof, the resulting injuries to the Company would be difficult or impossible to estimate accurately, even though irreparable injury or damages would certainly result. Accordingly, an award of legal damages, if without other relief, would be inadequate to protect the Company. Employee, therefore, agrees that in the event of any such breach, the Company shall be entitled to obtain from a court of competent jurisdiction an injunction to restrain the breach or anticipated breach of any such covenant, and to obtain any other available legal, equitable, statutory, or contractual relief. Should the Company have cause to seek such relief, no bond shall be required from the Company, and Employee shall pay all attorney’s fees and court costs which the Company may incur to the extent the Company prevails in its enforcement action.

16.      Entire Agreement; Modification and Amendment

This Agreement contains the sole and entire agreement between the parties and supersedes all prior discussions and agreements between the parties with respect to the matters addressed herein, and any such prior agreement shall, from and after the date hereof, be null and void. This Agreement and the attached Schedules shall not be modified or amended except by an instrument in writing signed by the parties hereto.

17.      Parties Benefited

This Agreement shall insure to the benefit of, and be binding upon, Employee, his heirs, executors and administrators, and Employer, its subsidiaries, affiliates, and successors.

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

IMMUCOR, INC.	EMPLOYEE
By:     _______________________________________	By:     _______________________________________
Gioacchino De Chirico, President	Ralph A. Eatz

SCHEDULE A

EMPLOYMENT AGREEMENT DATED MAY 1, 2004 BY AND BETWEEN IMMUCOR, INC. AND RALPH A. EATZ

Base compensation: $324,449.84 a year payable in 26 installments every two weeks.

Automobile Allowance: $9,600.00 a year payable in 12 monthly installments.

IMMUCOR, INC.	EMPLOYEE
By:     _______________________________________	By:     _______________________________________
Gioacchino De Chirico, President	Ralph A. Eatz
Date:     _______________________________________	Date:     _______________________________________

(This Schedule A supersedes and replaces any Schedule A previously executed by the parties hereto.)

SCHEDULE B

EMPLOYMENT AGREEMENT DATED MAY 1, 2004 BY AND BETWEEN IMMUCOR, INC. AND RALPH A. EATZ

Life Insurance for the Benefit of Employer: N/A

Insured:

Face Amount: $

Owner of Policy: Employer

Policy Number:

Insurance Company:

Life Insurance for the Benefit of Employee:

Insured:   Ralph A. Eatz

Face Amount:   $750,000.00

Owner of Policy:   Employee

Policy Number:   2,356,487

Insurance Company:  Phoenix Companies, Inc.

IMMUCOR, INC.	EMPLOYEE
By:     _______________________________________	By:     _______________________________________
Gioacchino DeChirico, President	Ralph A. Eatz
Date:     _______________________________________	Date:     _______________________________________

(This Schedule B supersedes and replaces any Schedule B previously executed by the parties hereto.)

EX-10

EXHIBIT 10.21

EMPLOYMENT AGREEMENT

            THIS AGREEMENT, made and entered into as of this 1st day of December, 2003, by and between Immucor, Inc., a Georgia corporation with its executive offices at 3130 Gateway Drive, Norcross, Georgia 30071 (herein referred to as “Employer” or the “Company”), and Gioacchino De Chirico, residing at 1992 Winchelsea Court, Dunwoody, Georgia 30338 (herein referred to as “Employee”).

WITNESSETH

            WHEREAS, the parties hereto desire to enter into an agreement for Employer’s employment of Employee on the terms and conditions hereinafter states.

            NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereby agree as follows:

1.      Relationship Established

Employer hereby employs Employee as President and COO of Employer to perform the services and duties normally and customarily associated with Employee’s position, such duties as specified in the Employer’s bylaws, and such other duties as may from time to time be specified by the Employer’s Board of Directors. Employee will be retained in this position during the term of his employment under this Employment Agreement, and hereby agrees to perform such services and duties in this capacity.

2.      Extent of Services

Employee shall devote substantially all his business time, attention skill and efforts to the performance of his duties hereunder, and shall use his best efforts to promote the success of the Employer’s business.

3.     Term of Employment

Employee’s employment hereunder shall commence on December 1, 2003 (hereinafter called the “Effective Date,” and shall continue for a period of five (5) years, unless sooner terminated by the first to occur of the following:

(a) The death or complete disability of Employee. “Complete disability”, as used herein, shall mean the inability of Employee, due to illness, accident or any other physical or mental incapacity, to perform the services provided for hereunder for an aggregate of 12 months during the term hereof.

(b) The discharge of Employee by Employer for Cause. Employee’s discharge shall be “for Cause” if due to any of the following:

(i) Employee’s dishonesty,  

(ii) An act of defalcation committed by Employee,

(iii) Employee’s continuing inability or refusal to perform reasonable duties assigned to him hereunder (unless such refusal occurs following the occurrence of a Change of Control, as defined herein) or

(iv) Employee’s moral turpitude.

Disability because of illness or accident or any other physical or mental disability shall not constitute a basis for discharge for Cause.

(c) The discharge of Employee by Employer without Cause (which shall be deemed to have occurred if Employee’s employment hereunder terminates under Section 7 hereof).

(d) At Employee’s request and with the express prior written consent of Employer.

(e) At Employee’s election upon 120 days notice (or such lesser notice as Employer may accept), without the express prior written consent of Employer.

(f) At the end of the term of the Agreement, or any extension thereof, if either the Employer or Employee gives 60 days notice to the other of non-renewal of the Agreement.

If not sooner terminated under the provisions of Sections 3(a) through 3(f) above, the term of Employee’s employment hereunder shall automatically renew for an additional period of five (5) years.

4.     Compensation

(a) Subject to the provisions of Section 4(d), Employer will pay to Employee as base compensation for the services to be performed by him hereunder the base compensation specified on Schedule A attached hereto. Schedule A may be amended from time to time upon the parties’ revision and re-execution thereof, whereupon the amended Schedule A shall be attached hereto; provided, however, the amended Schedule A shall be effective upon such re-execution, whether or not it is attached hereto.

(b) The Employee may be entitled to additional bonus compensation as may be determined by the Board of Directors of Employer from time to time, any such determination to be final, binding, conclusive on Employee and all other persons.

(c) In the event Employee’s employment shall terminate under Section 3(c) hereof, the Employee shall be paid an amount equal to the Average Annual Compensation payable to Employee under Schedule A for the remainder of the term of this Agreement in accordance with the payment schedule set forth on Schedule A, to be paid over the remainder of the term of this Agreement following termination. For purposes of this Section, “Average Annual Compensation” shall mean the Employee’s annual base compensation payable to Employee under Schedule A in accordance with the payment schedule set forth on Schedule A together with his Average Bonus. “Average Bonus” shall mean the average bonus paid to employee over the last two years in which the Employee was eligible to receive a bonus or such lesser number of years in which Employee was eligible to receive a bonus.

(d) In the event Employee’s employment shall terminate under Section 3(a), 3(b), 3(d), 3(e) or 3(f) hereof, all of Employer’s obligations to Employee hereunder will cease automatically and Employee shall only be entitled to compensation accrued through the date of termination.

5.     Expenses

Employee shall be entitled to receive reimbursement for, or payment directly by the Employer of, all reasonable expenses incurred by Employee at the request of the Employer in the performance of his duties under this Agreement, provided that Employee accounts therefor in writing and that such expenses are ordinary and necessary business expenses of the Employer within the meaning of Section 162 of the Internal Revenue Code of 1986 as amended.

6.     Insurance and Other Fringe Benefits

Employer will provide Employee with (a) health insurance, dental insurance, long-term disability insurance, paid vacations and other fringe benefits in the form and in dollar amounts substantially equivalent to the benefits provided to the Employer’s other employees in a similar position and with similar responsibilities, and (b) life insurance for the benefit of the Employee and/or the Employer, as provided on Schedule B attached hereto. Schedule B may be amended from time to time upon the parties’ revision and re-execution thereof, whereupon the amended Schedule B shall be attached hereto; provided, however, the amended Schedule B shall be effective upon such re-execution, whether or not it is attached hereto.

7.      Termination of Employment Upon Sale or Change of Control of Employer’s Business; Severance

(a) Notwithstanding anything to the contrary contained in this Agreement, either Employer or Employee may terminate Employee’s employment hereunder if any of the following events occur:

(i)  Sale of Employer’s Assets. The sale of all or substantially all of Employer’s assets to a single purchaser or group of associated purchasers, whether in a single transaction or a series of related transactions.

(ii)  Sale of Employer’s Shares. The sale, exchange, or other disposition, in one transaction, or in a series of related transactions, of twenty percent (20%) or more of Employer’s outstanding shares of capital stock.

(iii)  Merger or Consolidation. The merger or consolidation of Employer in a transaction or series of transactions in which Employer’s shareholders receive or retain less than fifty percent (50%) of the outstanding voting shares of the new or surviving corporation.

(iv)  Other Changes in Control. The occurrence of any change in control of the Employer within the meaning of federal securities law.

(b) If, within 60 days after an event described in Sections 7(a)(i), (a)(ii), (a)(iii) or (a)(iv) (a “Change of Control”), the Employee voluntarily terminates his employment with the Employer, or if within two years after a Change of Control Employer terminates Employee’s employment (whether for Cause or without Cause) the Employer terminates Employee’s employment, then Employer shall pay Employee (instead of the amount specified in Section 4(c), if any, but together with the amount specified in Section 7(d), if any) an amount equal to two times the Employee’s Average Annual Compensation (as defined below), to be paid in a single payment at the time of termination. In consideration of such payment and his employment hereunder through the date of such termination, Employee agrees to remain bound by the provisions of this agreement which specifically relate to periods, activities or obligations upon or subsequent to the termination of Employee’s employment.

(c) Upon a Change of Control, Employee’s existing options under any Immucor Inc. (the “Company”) option plan, including the Company’s 1990 Stock Option Plan, the Company’s 1995 Stock Option Plan, the Company’s 1998 Stock Option Plan, and the Company’s 2003 Stock Option Plan, if any, shall immediately vest and become exercisable in full and shall remain exercisable for the full term stated in such option plan or in any stock option agreement between the Company and the Employee.

(d) If, within 60 days after a Change of Control, either the Employee voluntarily terminates his employment with the Employer or the Employer terminates Employee’s employment other than for Cause, then Employer shall pay to Employee an outplacement assistance benefit for the purpose of assisting Employee with counseling, travel and other expenses related to finding new employment. Such amount shall be paid in cash in the amount specified on Schedule A attached hereto. Schedule A may be amended from time to time upon the parties’ revision and re-execution thereof, whereupon the amended Schedule A shall be attached hereto; provided, however, the amended Schedule A shall be effective upon such re-execution, whether or not it is attached hereto.

(e) For purposes of this Section, “Average Annual Compensation” shall mean the Employee’s annual base compensation payable to Employee under Schedule A in accordance with the payment schedule set forth on Schedule A together with his Average Bonus. “Average Bonus” shall mean the average of the bonuses paid to Employee over the last two years (or such lesser number of years in which Employee was eligible to receive a bonus) in which the Employee was eligible to receive a bonus.

(f) Certain Additional Payments by Employer. In the event that Employee becomes entitled to severance benefits or any other benefits or payments in connection with this Agreement, whether pursuant to the terms of this Agreement or otherwise (collectively, the “Total Benefits”) and (ii) any of the Total Benefits will be subject to the excise tax imposes pursuant to Section 4999 of the Internal Revenue Code (“Excise Tax”), which tax may be imposed if the payments made to Employee are deemed to be “excess parachute payments” within the meaning of Section 280G of the Code, then Employer shall pay to employee an additional amount (the “Gross-Up Payment”) such that the net amount retained by Employee, after deduction of any Excise Tax on the Total Benefits and any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes upon the payment provided for by this Section, will be equal to the Total Benefits so that Employee shall be, after payment of all taxes, in the same financial position as if no taxes under Section 4999 had been imposed upon him. For purposes of this Section, Employee will be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Excise tax is (or would be) payable and state and local income taxes at the highest marginal rate of taxation in the state and locality of Employee’s residence on the Date of Termination, net of the reduction in federal income taxes that could be obtained from the deduction of such state and local taxes (calculated by assuming that any reduction under Section 68 of the Internal revenue Code in the amount of itemized deductions allowable to Employee applies first to reduce the amount of such state and local income taxes that would otherwise be deductible by Employee).

8. Employer shall promptly reimburse Employee for any and all legal fees and expenses incurred by him as a result of a termination of employment described in Section 7(b), including without limitation all fees and expenses incurred to enforce the provisions of this Agreement.

9.      Prohibited Practices.

During the term of Employee’s employment hereunder, for a period of two years after such employment is terminated for any reason, in consideration of the compensation being paid to Employee hereunder, Employee shall:

(a) not solicit business from anyone who is or becomes an active or prospective customer of Employer or its affiliates and with whom the Employee had dealt with or had material contact during his term of employment under this Agreement.

(b) not solicit for employment or hire any employee of Employer or its affiliates that the Employee had contact with during his term of employment under this Agreement.

10.      Non-Disclosure.

a. Protection of Trade Secrets. Employee acknowledges that during the course of his or her employment, Employee will have significant access to, and involvement with, the Company’s Trade Secrets and Confidential Information. Employee agrees to maintain in strict confidence and, except as necessary to perform his or her duties for the Company, Employee agrees not to use or disclose any Trade Secrets of the Company during or after his or her employment. Employee agrees that the provisions of this subsection shall be deemed sufficient to protect Trade Secrets of third parties provided to the Company under an obligation of secrecy. As provided by Georgia statutes, “Trade Secret” shall mean any information (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) that: (i) 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 (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

b. Protection of Other Confidential Information. In addition, Employee agrees to maintain in strict confidence and, except as necessary to perform his or her duties for the Company, not to use or disclose any Confidential Information of the Company during his or her employment and for a period of 12 months following termination of Employee’s employment. “Confidential Information” shall mean any internal, non-public information (other than Trade Secrets already addressed above) concerning (without limitation) the Company’s financial position and results of operations (including revenues, assets, net income, etc.); annual and long-range business plans; product or service plans; marketing plans and methods; training, educational and administrative manuals; supplier information and purchase histories; customers or clients; personnel and salary information; and employee lists. Employee agrees that the provisions of this subsection shall be deemed sufficient to protect Confidential Information of third parties provided to the Company under an obligation of secrecy.

c. Rights to Work Product. Except as expressly provided in this Agreement, the Company alone shall be entitled to all benefits, profits and results arising from or incidental to Employee’s performance of his or her job duties to the Company. To the greatest extent possible, any work product, property, data, invention, “know-how”, documentation or information or materials prepared, conceived, discovered, developed or created by Employee in connection with performing his or her employment responsibilities during Employee’s employment with the Company shall be deemed to be “work made for hire” as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended, and owned exclusively and perpetually by the Company. Employee hereby unconditionally and irrevocably transfers and assigns to the Company all intellectual property or other rights, title and interest Employee may currently have (or in the future may have) by operation of law or otherwise in or to any work product. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate to vest complete and perpetual title and ownership of any work product and all associated rights exclusively in the Company. The Company shall have the right to adapt, change, revise, delete from, add to and/or rearrange the work product or any part thereof written or created by Employee, and to combine the same with other works to any extent, and to change or substitute the title thereof, and in this connection Employee hereby waives the “moral rights” of authors as that term is commonly understood throughout the world including, without limitation, any similar rights or principles of law which Employee may now or later have by virtue of the law of any locality, state, nation, treaty, convention or other source. Unless otherwise specifically agreed, Employee shall not be entitled to any additional compensation, beyond his or her salary, for any exercise by the Company of its rights set forth in the preceding sentence.

d. Return of Materials. Employee shall surrender to the Company, promptly upon its request and in any event upon termination of Employee’s employment, all media, documents, notebooks, computer programs, handbooks, data files, models, samples, price lists, drawings, customer lists, prospect data, or other material of any nature whatsoever (in tangible or electronic form) in the Employee’s possession or control, including all copies thereof, relating to the Company, its business, or its customers. Upon the request of the Company, employee shall certify in writing compliance with the foregoing requirement.

11.      Severability.

It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time or to apply to business activities which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and any other provisions (not greater than those contained herein) as shall be valid and as shall be valid and enforceable under such applicable law.

If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

This agreement supercedes any prior agreement between Employer and Employee.

12.      Waiver of Provisions

Failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted hereunder or of the future performance of any such term or condition or of any other term of condition of this Agreement, unless such waiver’s contained in a writing signed by the party against whom the waiver or relinquishment is sought to be enforced.

13.      Notices

Any notice or other communication to a party required or permitted hereunder shall be in a writing and shall be deemed sufficiently given when received by the party (regardless of the method of delivery), or if sent by registered or certified mail, postage and fees prepaid, addressed to the party as follows, on the third business day after mailing:

(a)	If to Employer:          3130 Gateway Drive
	Norcross, GA 30071

(b)	If to Employee:          1992 Winchelsea Court
	Dunwoody, Georgia 30338

            or in each case to such other address as the party may time to time designate in writing to the other party.

14.      Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia.

15.      Enforcement.

In the event of any breach or threatened breach by Employee of any covenant contained in Sections 9 or 10 hereof, the resulting injuries to the Company would be difficult or impossible to estimate accurately, even though irreparable injury or damages would certainly result. Accordingly, an award of legal damages, if without other relief, would be inadequate to protect the Company. Employee, therefore, agrees that in the event of any such breach, the Company shall be entitled to obtain from a court of competent jurisdiction an injunction to restrain the breach or anticipated breach of any such covenant, and to obtain any other available legal, equitable, statutory, or contractual relief. Should the Company have cause to seek such relief, no bond shall be required from the Company, and Employee shall pay all attorney’s fees and court costs which the Company may incur to the extent the Company prevails in its enforcement action.

16.      Entire Agreement; Modification and Amendment

This Agreement contains the sole and entire agreement between the parties and supersedes all prior discussions and agreements between the parties with respect to the matters addressed herein, and any such prior agreement shall, from and after the date hereof, be null and void. This Agreement and the attached Schedules shall not be modified or amended except by an instrument in writing signed by the parties hereto.

17.      Parties Benefited

This Agreement shall insure to the benefit of, and be binding upon, Employee, his heirs, executors and administrators, and Employer, its subsidiaries, affiliates, and successors.

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

IMMUCOR, INC.	EMPLOYEE
By:     _______________________________________	By:     _______________________________________
Edward L. Gallup, CEO	Gioacchino De Chirico

SCHEDULE A

EMPLOYMENT AGREEMENT DATED DECEMBER 1, 2003 BY AND BETWEEN IMMUCOR, INC. AND GIOACCHINO DE CHIRICO

Base compensation: $315,000.00 a year payable in 26 installments every two weeks.

Outplacement Assistance Benefit: $30,000.00.

Automobile Allowance: $9,600.00 a year payable in 12 monthly installments.

IMMUCOR, INC.	EMPLOYEE
By:     _______________________________________	By:     _______________________________________
Edward L. Gallup, CEO	Gioacchino De Chirico
Date:     _______________________________________	Date:     _______________________________________

(This Schedule A supersedes and replaces any Schedule A previously executed by the parties hereto.)

SCHEDULE B

EMPLOYMENT AGREEMENT DATED DECEMDER 1, 2003 BY AND BETWEEN IMMUCOR, INC. AND GIOACCHINO DE CHIRICO

Life Insurance for the Benefit of Employer: N/A

Insured:

Face Amount: $

Owner of Policy: Employer

Policy Number:

Insurance Company:

Life Insurance for the Benefit of Employee:

Insured: Gioacchino De Chirico.

Face Amount: $1,000,000.00

Owner of Policy: Employee

Policy Number:

Insurance Company:

IMMUCOR, INC.	EMPLOYEE
By:     _______________________________________	By:     _______________________________________
Edward L. Gallup, CEO	Gioacchino De Chirico
Date:     _______________________________________	Date:     _______________________________________

(This Schedule B supersedes and replaces any Schedule B previously executed by the parties hereto.)

EX-10

Exhbit 10.22

AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT

          THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is made and entered into as of May 1, 2004, by and between Immucor, Inc., a Georgia corporation with its executive offices at 3130 Gateway Drive, Norcross, Georgia 30071 (herein referred to as “Employer” or the “Company”), and Gioacchino De Chirico, residing at 1992 Winchelsea Court, Dunwoody, Georgia 30338 (herein referred to as “Employee”), and amends the Employment Agreement between the Company and Employee dated December 1, 2003 (the “Original Agreement”).

          The purpose of this Amendment is to reflect that as of April 30, 2004, Employee was promoted to Chief Executive Officer of the Company while continuing to serve as the President of the Company, and Employee’s base compensation was increased in connection with that promotion. The parties therefore agree as follows.

1. Section 1 of the Original Agreement is hereby amended in its entirety to read as follows:

Employer hereby employs Employee as Chief Executive Officer and President of Employer to perform the services and duties normally and customarily associated with Employee’s position, such duties as specified in the Employer’s bylaws, and such other duties as may from time to time be specified by the Employer’s Board of Directors. Employee will be retained in this position during the term of his employment under this Employment Agreement, and hereby agrees to perform such services and duties in this capacity.”

2. Schedule A is hereby amended to read as attached hereto, to reflect Employee’s increased base compensation.

The parties have executed and delivered this Amendment as of the date first mentioned above.

IMMUCOR, INC.	EMPLOYEE
By:     _______________________________________	By:     _______________________________________
Edward L. Gallup, Chairman	Gioacchino De Chirico

SCHEDULE A

EMPLOYMENT AGREEMENT DATED DECEMDER 1, 2003 BY AND BETWEEN IMMUCOR, INC. AND GIOACCHINO DE CHIRICO, AS AMENDED EFFECTIVE MAY 1, 2004.

The following compensation and benefits are effective as of May 1, 2004:

          Base compensation: $375,000.00 a year payable in 26 installments every two weeks.

          Outplacement Assistance Benefit: $30,000.00.

          Automobile Allowance: $9,600.00 a year payable in 12 monthly installments.

IMMUCOR, INC.	EMPLOYEE
By:     _______________________________________	By:     _______________________________________
Edward L. Gallup, Chairman	Gioacchino De Chirico

(This Schedule A supersedes and replaces any Schedule A previously executed by the parties hereto.)

EX-21

EXHIBIT 21

Subsidiaries of Registrant

Subsidiary	Jurisdiction of Organization
Immucor Medizinische Diagnostik GmbH	Germany
Immucor Italia S.r.l	Italy
Immucor Diagnosticos Medicos Lda	Portugal
Gamma Biologicals, Inc.	United States (Texas)
Dominion Biologicals Limited	Canada
Immucor, S.L	Spain
Immucor Gamma Benelux SPRL	Belgium
Immucor France EURL	France
BCA Acquisition Corporation	United States (Georgia)
Immucor Sales, Inc.	United States (Georgia)
Immucor Intellectual Properties, Inc.	United States (Georgia)
Immucor/Gamma, L.P.	United States (Georgia)
Immucor Investments, Inc.	United States (Delaware)
Immucor Investments, LLC	United States (Georgia)
Gamma Operations, LLC	United States (Texas)

The Company owns, directly or indirectly, 100% of each of the above entities.

EX-23

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement Nos. 333-41406, 333-49882, 333-62097, 333-90552 and 333-109210 on Form S-8 pertaining to the 1990 Stock Option Plan; Immucor, Inc. 1990 Stock Option Plan; 1995 Stock Option Plan; Immucor, Inc. 1998 Stock Option Plan; and Immucor, Inc. 1995 Stock Option Plan, respectively, of Immucor, Inc., of our report dated July 30, 2004 with respect to the consolidated financial statements and schedule of Immucor, Inc. included in the Annual Report (Form 10-K) for the year ended May 31, 2004.

/s/ Ernst &Young LLP

Atlanta, Georgia
August 12, 2004

EX-31

Exhibit 31.1

I, Dr. Gioacchino De Chirico, certify that:

1. I have reviewed this annual report on Form 10-K of Immucor, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d—15(e)) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 16, 2004

/s/ Dr. Gioacchino De Chirico
Dr. Gioacchino De Chirico,
Chief Executive Officer and President
(Principal Executive Officer)

EX-31

Exhibit 31.2

I, Steven C. Ramsey, certify that:

1. I have reviewed this annual report on Form 10-K of Immucor, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d—15(e)) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 16, 2004

/s/ Steven C. Ramsey
Steven C. Ramsey,
Senior Vice President — Finance (Principal Financial Officer)

EX-32

Exhibit 32.2

Certification Pursuant to 18 U.S.C. 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

        In connection with the Annual Report on Form 10-K for the period ended May 31, 2004 (the “Report”) of Immucor, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I certify, to the best of my knowledge, that:

    (1)        The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

    (2)        The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

August 16, 2004

/s/ Steven C. Ramsey

Steven C. Ramsey
Chief Financial Officer

EX-32

Exhibit 32.1

Certification Pursuant to 18 U.S.C. 1350,As
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

        In connection with the Annual Report on Form 10-K for the period ended May 31, 2004 (the “Report”) of Immucor, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I certify, to the best of my knowledge, that:

    (1)        The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

    (2)        The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

August 16, 2004

/s/ Dr. Gioacchino De Chirico

Dr. Gioacchino De Chirico
Chief Executive Officer