AMENDMENT NO. 2 TO DISTRIBUTION AND LICENSING AGREEMENT





         THIS AMENDMENT, made and entered into as of the 28th day of September,

2000, by and among KAMAR, INC., a Colorado corporation, together with any

subsidiaries or other affiliates (collectively, "Kamar"), IMMUCELL CORPORATION,

a Delaware corporation ("ImmuCell"), and KAMAR MARKETING GROUP, INC., a Colorado

corporation and a wholly-owned subsidiary of ImmuCell ("KMG"). ImmuCell and KMG

are sometimes hereinafter referred to collectively as "ImmuCell/KMG."



                                   WITNESSETH:





         WHEREAS, Kamar, ImmuCell and KMG are parties to a certain Distribution

and Licensing Agreement dated as of December 3, 1993, as amended by Amendment

No. 1 to Distribution and Licensing Agreement dated as of July 1, 1998 (the

"Agreement"); and



         WHEREAS, Kamar, ImmuCell and KMG desire to amend the Agreement in

certain respects to provide for, among other things, the rendering by Kamar of

marketing services in connection with the sale of the Detectors and a further

extension of the term of the Agreement;



         NOW, THEREFORE, in consideration of the mutual covenants set forth

herein and other good and valuable consideration, the receipt whereof is hereby

acknowledged, the parties hereto agrees as follows:



         1.       Paragraph 1.02 of the Agreement is amended by adding the

following new sentence at the end thereof:



                  "ImmuCell/KMG hereby appoints Kamar as a marketing and sales

                  representative to solicit orders for Detectors for sale by

                  ImmuCell/KMG. The parties understand and agree that Kamar may

                  provide the marketing and sales services to be provided to

                  ImmuCell/KMG under this Agreement through its subsidiary,

                  Kamar Products, LLC."



         2.       Paragraph 1.03 of the Agreement is hereby amended by adding

the following new Paragraph 1.03(c) thereto:



                  "Kamar shall use its best efforts to have Kamar Products exert

                  its best efforts to market and assist ImmuCell/KMG to sell the

                  maximum number of Detectors. Such efforts shall include,

                  without limitation, the hiring of a full-time person by Kamar

                  Products to direct the marketing campaign, which person shall

                  initially be Mr. Stafford C. Walker."



         3.       Paragraph 1.04(a) of the Agreement is amended by deleting the

works "market and" from such paragraph.



         4. Paragraph 1.04(b) of the Agreement is amended by adding the clause

"and continuing through 2000" following the clause "Beginning in 1994" in the

first line of such paragraph.



         5.       Paragraph 1.04(b) of the Agreement is further amended by

adding the following sentence at the end thereof:



                  "Beginning in 2001, ImmuCell/KMG shall expend a minimum amount

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