EMPLOYMENT AGREEMENT



AGREEMENT made this 29th day of April, 1999, between IMMUCELL CORPORATION, a

Delaware Corporation (the "Company"), and Stafford C. Walker, of Carmel, Indiana

("Walker").



                                   WITNESSETH:



In consideration of the mutual promises hereinafter contained, the parties

hereto agree as follows:



1. EMPLOYMENT AND TERM. The Company hereby employs Walker and Walker hereby

accepts employment by the Company subject to the provisions of this Agreement

for a term commencing on April 29, 1999 and ending upon the date of termination

of Walker's employment with the Company.



2. DUTIES OF WALKER. Walker shall be employed by the Company as Vice President

and Chief Marketing Officer to perform such duties consistent with such a

position as Vice President and Chief Marketing Officer as its Board of Directors

shall assign Walker from time to time. Walker shall serve the Company faithfully

and diligently, use his best efforts to promote the interests of the Company,

and shall devote his full time and efforts to the business and affairs of the

Company.



3. COMPENSATION.



(a) BASE SALARY. As compensation for his services hereunder, the Company shall

pay Walker $7,916.66 per month, beginning on February 1, 1999. During the entire

term of this agreement, Walker's salary shall be subject to periodic review and

adjustment by the Board of Directors of the Company, which Board of Directors

may in its sole discretion change the salary to an amount greater than that

provided for therein; provided, however, that in no event may the Company's

Board of Directors decrease Walker's salary below that which is provided for

herein.



(b) EMPLOYEE BENEFITS. During the term of this Agreement the Company shall

provide Walker with the standard health, life, and disability insurance coverage

that is provided to the Company's other non-officer employees. Walker shall also

be eligible to receive all other employee benefits of the Company in the same

manner and to the same extent as other employees of the Company in accordance

with the Company's policies, including, without limitation, any incentive pay

programs offered by the Company to all of its non-officer employees.



(c) NONQUALIFIED STOCK OPTIONS.

    --------------------------



(1)       Grant. By unanimous resolution of the full Board of Directors on March

          1, 1999 the Company granted to Walker an option (`Option') to purchase

          thirty-one thousand and one hundred (31,100) shares of ImmuCell common

          stock (`Shares') at a price equal to $1.3125 per share.



                                      -1-

{PAGE}



(2)       VESTING. Walker's right to purchase the Shares subject to this Option

          shall vest as follows:

          (i) As to 10,366 Shares on and after March 1, 2000;

          (ii) As to an additional 10,367 Shares on and after March 1, 2001; and

          (iii) As to the remaining 10,367 Shares on and after March 1, 2002.



(3)       EXERCISE. Except as hereinafter provided, the Option may be exercised

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