EARNOUT AGREEMENT



         This Earnout Agreement (this "Earnout Agreement"), dated as of

December 13, 2001 (the "Effective Date"), by and among Serologicals

Corporation, a Delaware corporation ("Serologicals"), and Intergen Investors,

L.P., STJ Bio Corp., Spencer Paige Corp., Ronald Dilling, Donald Gutekunst,

President and Fellows of Harvard College, and University of Illinois Foundation

(the "Partners") represented herein by Intergen Investors L.P. (the "Partner

Representative"), their agent and attorney-in-fact pursuant to that certain

letter agreement among the Partners and Intergen dated November 13, 2001, by

and among the Partners.



                                   WITNESSETH



         WHEREAS, Serologicals, Serocor Incorporated, a Delaware corporation

("Surviving Corporation"), Intergen Company, L.P., a Delaware limited

partnership ("Intergen") and the Partner Representative have agreed pursuant to

that Plan and Agreement of Merger, dated November 5, 2001 (the "Merger

Agreement") that a portion of the consideration to be paid by Serologicals for

Intergen shall be based on the future earnings of the Intergen Business;



         NOW, THEREFORE, in consideration of the premises and the mutual

promises and agreements contained herein, the parties hereto, intending to be

legally bound, hereby agree as follows:



         1.       Definitions. Capitalized terms used in this Earnout Agreement

and not otherwise defined in this Earnout Agreement shall have the meanings

ascribed to them in the Merger Agreement. When used herein the following terms

have the meanings set forth below:



         "Actual Sales Revenues" shall mean, for the period in question, all

sales revenues recognized by Serologicals, the Surviving Corporation or their

Affiliates during the relevant period with respect to sales of products

shipped, or services provided, by the Business during the relevant period

determined in accordance with GAAP, net of the addition to the reserve for bad

debts allocable to the revenue in question. Notwithstanding the foregoing,

returns shall be allocated to the period the relevant revenue was recognized,

and Gross License Fees and Technology Products Revenues shall be excluded from

Actual Sales Revenues, except for the periods preceding January 1, 2002.



         "Allowable Costs" shall mean, for the period in question and as

determined in accordance with GAAP, the sum of (i) any royalties based on sales

incurred by Serologicals, the Surviving Corporation or their Affiliates to any

third party with respect to the Earnout Technologies during the relevant period

(including without limitation, any royalties payable to Dan P. Hartmann, Ph.D.,

if any, (ii) the direct costs to market, sell and deliver the Earnout

Technologies, including, without limitation, the compensation, commissions and

benefits of marketing personnel to the extent directly related to the Earnout

Technologies incurred by Serologicals, the Surviving Corporation or their

Affiliates during the relevant period; provided





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that, for purposes of calculating the Technology Earnout Payments under this

Agreement, Allowable Costs of the type set forth in clause (ii) of this

sentence shall not exceed $200,000 during any calendar year (pro rated for

partial calendar years), (iii) cost of goods sold with respect to Technology

Product Revenues, and (iv) license and similar fees to third parties, and

expenses relating to the amortization of acquisition costs paid to third

parties, in each case solely applicable to the Minor Modifications.



         "Earnout Base" shall mean, for the period in question, the amount by

which Actual Sales Revenues for such period exceed the applicable Sales Target.



         "Earnout Payments" shall mean, collectively, the Sales Earnout Payment

and the Technology Earnout Payment, calculated and payable pursuant to this

Agreement and each may be referred to as an "Earnout Payment."



         "Earnout Technologies" shall mean the processes and technologies

currently owned by or licensed to Intergen, as of the Effective Date, for

Ampliflour,(R) chemiluminescence and methylation, which processes and

technologies are covered by claims in patents (including pending patents) or

subject to licenses listed or described on Exhibit A attached hereto, as such

patents or licensed technologies and processes exist as of the date of this

Earnout Agreement, together with any Minor Modifications.

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