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




<PAGE>




                                TABLE OF CONTENTS



1.       DEFINITIONS, TERMS AND REFERENCES...................................1
         1.1.     Certain Definitions........................................1
         1.2      Use of Defined Terms......................................16
         1.3      Accounting Terms..........................................16
         1.4      UCC Terms.................................................16
         1.5      Terminology...............................................16

2.       FINANCING..........................................................17
         2.1      Extensions of Credit......................................17
                  2.1.1      U.S. Line of Credit............................17
                  2.1.2      Temporary Line of Credit.......................17
                  2.1.3      Canadian Line of Credit........................18
                  2.1.4      German Line of Credit..........................18
                  2.1.5      Aggregate Limitation on Advances Under
                             Lines of Credit................................19
                  2.1.6      Term Loan A....................................19
                  2.1.7      Term Loan B....................................19
                  2.1.8      CAD Term Loan..................................19
         2.2      Interest and Other Charges................................20
                  2.2.1      Interest at Applicable Rate....................20
                  2.2.2      Fees...........................................22
                  2.2.3      Capital Adequacy...............................24
                  2.2.4      Usury Savings Provisions.......................24
                  2.2.5      Margin Stock Savings Provisions................24
                  2.2.6      Increased Cost.................................24
         2.3      General Provisions as to Payments.........................25
                  2.3.1      Method of Payment..............................25
                  2.3.2      Application of Payment.........................25
         2.4      Mandatory Term Loan Prepayments...........................25
         2.5      Payments to be Made Free of Taxes.........................25
         2.6      Failure to Pay in Foreign Currency........................26
         2.7      Funding Indemnification...................................26
         2.8      U.S. Borrower Guaranty....................................26

3.       REPRESENTATIONS AND WARRANTIES.....................................28
         3.1      Existence and Qualification...............................28
         3.2      Authority; Validity and Binding Effect....................28
         3.3      Incumbency and Authority of Signing Officer...............28
         3.4      No Material Litigation....................................28
         3.5      Taxes.....................................................28
         3.6      Capital Stock.............................................28
         3.7      Corporate Organization....................................29
         3.8      Insolvency................................................29
         3.9      Title.....................................................29
         3.10     Margin Stock..............................................29
         3.11     No Violations.............................................29
         3.12     Financial Statements......................................29
         3.13     Pollution and Environmental Control.......................29
         3.14     Possession of Permits.....................................29
         3.15     Subsidiaries..............................................30
         3.16     Employee Benefit Plans....................................30
         3.18     Reaffirmation.............................................30
<PAGE>

4.       AFFIRMATIVE COVENANTS..............................................30
         4.1      Right to Inspect..........................................30
         4.2      Financial and Other Reporting.............................30
                  4.2.1      U.S. Borrower's Monthly Statement..............30
                  4.2.2      U.S. Borrower's Quarterly Statement............30
                  4.2.3      Borrower's Annual Statement....................30
                  4.2.4      Management Letters, Etc........................31
                  4.2.5      SEC Filings and Press Releases.................31
                  4.2.6      Default Notices................................31
                  4.2.7      Certificate of No Default......................31
                  4.2.8      Budget.........................................31
                  4.2.9      Certain Required Notices.......................31
                  4.2.10     Borrowing Base Certificate and Other Collateral
                             Reports........................................31
                  4.2.11     Other Documents or Information.................32
         4.3      Payment of Taxes..........................................32
         4.4      Maintenance of Insurance..................................32
         4.5      Maintenance of Property...................................32
         4.6      Preservation of Corporate Existence.......................32
         4.7      Compliance With Laws......................................32
         4.8      Certain Post-Closing Matters..............................32

5.       NEGATIVE COVENANTS.................................................33
         5.1      Liens.....................................................33
         5.2      Debt......................................................33
         5.3      Contingent Liabilities....................................34
         5.4      Dividends.................................................34
         5.5      Redemptions...............................................34
         5.6      Restricted Investments....................................34
         5.7      Mergers...................................................34
         5.8      Affiliate Transactions....................................34
         5.9      Subsidiaries..............................................34
         5.10     Fiscal Year...............................................34
         5.11     Disposition of Assets.....................................35
         5.12     Employee Benefit Plans....................................35
         5.13     Excluded Subsidiaries.....................................35
         5.14     Certain Capital Expenditures..............................35

6.       FINANCIAL COVENANTS................................................35
         6.1      Fixed Charge Coverage Ratio...............................35
         6.2      Funded Debt/EBITDA Ratio..................................35
         6.3      Leverage Ratio............................................36
         6.4      Interest Coverage Ratio...................................36

7.       EVENTS OF DEFAULT..................................................36
         7.1      Obligations...............................................36
         7.2      Misrepresentations........................................37
         7.3      Certain Covenants.........................................37
         7.4      Other Covenants...........................................37
         7.5      Other Debts...............................................37
         7.6      Voluntary Bankruptcy......................................37
         7.7      Involuntary Bankruptcy....................................37
         7.8      Judgments.................................................37
         7.9      Material Adverse Effect...................................37
         7.10     Change of Control.........................................37
         7.11     Change in Management......................................38
         7.11     Change in Management......................................38
<PAGE>

8.       REMEDIES 37
         8.1      Acceleration of the Obligations...........................38
         8.2      Default Rate..............................................38
         8.3      Other Remedies............................................38
         8.4      Set Off...................................................38

9.       MISCELLANEOUS......................................................39
         9.1      Waiver....................................................39
         9.2      Governing Law.............................................39
         9.3      Survival..................................................39
         9.4      No Assignment by Borrower.................................39
         9.5      Counterparts..............................................39
         9.6      Reimbursement.............................................39
         9.7      Successors and Assigns....................................40
         9.8      Severability..............................................40
         9.9      Notices...................................................40
         9.10     Entire Agreement; Amendments..............................40
         9.11     Time of Essence...........................................40
         9.12     Interpretation............................................40
         9.13     Lender Not a Joint Venturer...............................40
         9.14     Jurisdiction..............................................40
         9.15     Acceptance................................................41
         9.16     Payment on Non-Business Days..............................41
         9.17     Cure of Defaults by Lender................................41
         9.18     Recitals..................................................41
         9.19     Sole Benefit..............................................41
         9.20     Indemnification...........................................41
         9.21     Jury Trial Waiver.........................................41
         9.22     Judgment Currency.........................................41

10.      CONDITIONS PRECEDENT...............................................42
         10.1     Conditions to Initial Loans...............................42
                  10.1.1     Loan Documents.................................42
                  10.1.2     Reserved.......................................42
                  10.1.3     No Default.....................................42
                  10.1.4     Secretary's Certificate........................42
                  10.1.5     Good Standing Certificates.....................42
                  10.1.6     Articles/By-Laws...............................43
                  10.1.7     Solvency Certificate...........................43
                  10.1.8     Opinion of Counsel.............................43
                  10.1.9     Telephone Instruction Letter...................43
         10.2     Conditions to all Loans...................................43
                  10.2.1     Representations and Warranties.................43
                  10.2.2     Material Adverse Effect........................43
                  10.2.3     Default Condition or Event of Default..........43
                  10.2.4     Actions or Proceedings.........................43
                  10.2.5     No Violation of Law............................43



<PAGE>



EXHIBIT A      ....-        Form of Master Note
EXHIBIT B      ....-        Form of CAD Term Note
EXHIBIT C-1    ....-        Form of Term Note A
EXHIBIT C-2    ....-        Form of Term Note B
EXHIBIT D-1    ... -        Form of Guaranty
EXHIBIT D-2    ... -        Form of Stock Pledge Agreement
EXHIBIT E      ....-        Not Used
EXHIBIT F      ....-        Form of Certificate of No Default
EXHIBIT G      ....-        Form of Secretary's Certificate (Borrower)
EXHIBIT H      ....-        Form of Secretary's Certificate (Guarantor)
EXHIBIT I      ....-        Form of Solvency Certificate
EXHIBIT J      ....-        Form of Opinion of Counsel
EXHIBIT K      ....-        Form of Telephone Instruction Letter
EXHIBIT L      ....-        Form of Borrowing Base Certificate

Schedule 1.1A  ....         Existing Credit Facilities and Foreign Credit
                            Facility Liens
Schedule 1.1B .....         Existing Capital Leases
Schedule 3.4  .....-        Material Litigation
Schedule 3.15 .....-        Subsidiaries
Schedule 3.16 .....-        Employee Benefit Plans




<PAGE>


                                 LOAN AGREEMENT

PREAMBLE.  THIS AGREEMENT,  made,  entered into and effective as of February 23,
2001 by and between  IMMUCOR,  INC., a Georgia  corporation  ("U.S.  Borrower"),
DOMINION  BIOLOGICALS  LIMITED,  the successor by  amalgamation  to 3000524 Nova
Scotia  Limited and itself a corporation  incorporated  under the laws of Canada
("Canadian Borrower"),  and IMMUCOR MEDIZINISCHE  DIAGNOSTIK GMBH, a corporation
incorporated  under  the  laws  of the  Federal  Republic  of  Germany  ("German
Borrower";  U.S. Borrower,  Canadian Borrower and German Borrower,  individually
and  collectively,  "Borrower"),  as  borrowers,  and  WACHOVIA  BANK,  NATIONAL
ASSOCIATION, a national banking association, as lender ("Lender").

                              W I T N E S S E T H :

     WHEREAS,  the U.S.  Borrower  and  Lender  are  parties  to a certain  Loan
Agreement,  dated as of October 27,  1998 (as  amended or modified to date,  the
"U.S. Loan Agreement"),  pursuant to which Lender has made available to the U.S.
Borrower the "Line of Credit",  the  "Acquisition  Term Loans",  the "Additional
Term Loans",  the "Second Additional Term Loan" the "Third Additional Term Loan"
and the "Fourth Additional Term Loans" (as such terms are defined therein); and

     WHEREAS,  the Canadian  Borrower and Lender are parties to a certain Credit
Agreement,  dated as of December  10, 1996 (as amended or modified to date,  the
"Canadian Loan  Agreement"),  pursuant to which Lender has made available to the
Canadian Borrower a certain line of credit described therein; and

     WHEREAS,  the German  Borrower  and Lender are parties to a certain  Credit
Agreement,  dated as of March 27,  1995 (as  amended or  modified  to date,  the
"German Loan  Agreement";  the U.S. Loan Agreement,  the Canadian Loan Agreement
and the German Loan Agreement,  collectively,  the "Existing Loan  Agreements"),
pursuant to which  Lender has made  available  to the German  Borrower a certain
line of credit described therein; and

     WHEREAS,  the U.S.  Borrower  has  guaranteed  to Lender  the  payment  and
performance by the Canadian Borrower and the German Borrower, each of which is a
wholly-owned  subsidiary of the U.S. Borrower,  of their respective  obligations
under the Canadian Loan Agreement and the German Loan Agreement; and

     WHEREAS,  Borrower and Lender have agreed to amend in certain  respects the
provisions of the Existing Loan Agreements; and

     WHEREAS,  Borrower and Lender wish to enter into this Agreement in order to
effect  such  amendments  and to restate the  Existing  Loan  Agreements,  as so
amended, in their entireties, as a single combined agreement; and

     WHEREAS, in accordance with the foregoing,  this Agreement shall constitute
an  amendment  and  restatement,  in  their  entireties,  of the  Existing  Loan
Agreements;

     NOW,  THEREFORE,  to induce  Lender to enter into this  Agreement,  and for
other good and valuable  consideration,  the  sufficiency  and receipt of all of
which are acknowledged by Borrower, Lender and Borrower agree as follows:

          1. DEFINITIONS, TERMS AND REFERENCES

     1.1 Certain  Definitions.  In  addition  to such other  terms as  elsewhere
defined  herein,  as used in  this  Agreement  or in any  Exhibits  hereto,  the
following terms shall have the following meanings:

     "Accounts  Receivable"  shall mean and include all  accounts,  instruments,
investment  property and chattel  paper of each  Borrower and its  Subsidiaries,
including,  without limitation, all rights of each Borrower and its Subsidiaries
to  payment  for goods sold or  leased,  or to be sold or to be  leased,  or for
services  rendered or to be  rendered,  howsoever  evidenced  or  incurred,  and
together with all returned or repossessed goods and all books, records, computer
tapes,  programs and ledger books  arising  therefrom or relating  thereto,  all
whether now owned or hereafter acquired or arising.

     "Adjusted Canadian Interbank Offered Rate" shall mean, with respect to each
Interest  Period,  the sum of (i) the rate obtained by dividing (A) the Canadian
Interbank  Offered Rate for such Interest Period by (B) a percentage  equal to 1
minus  the then  stated  maximum  rate  (stated  as a  decimal)  of all  reserve
requirements   (including,   without   limitation,   any  marginal,   emergency,
supplemental,  special or other  reserves)  applicable to any member bank of the
Federal  Reserve  System as defined in  Regulation  D (or against any  successor
category of  liabilities  as defined in  Regulation  D), plus (ii) a  percentage
sufficient  to  compensate  Lender for the cost of complying  with any reserves,
liquidity and/or special deposit  requirements of any other foreign governmental
or regulatory  authority  directly or indirectly  affecting the  maintenance  or
funding of any Advance under the Canadian Line of Credit or the CAD Term Loan.

     "Adjusted German  Interbank  Offered Rate" shall mean, with respect to each
Interest  Period,  the sum of (i) the rate  obtained by dividing  (A) the German
Interbank  Offered Rate for such Interest Period by (B) a percentage  equal to 1
minus  the then  stated  maximum  rate  (stated  as a  decimal)  of all  reserve
requirements   (including,   without   limitation,   any  marginal,   emergency,
supplemental,  special or other  reserves)  applicable to any member bank of the
Federal  Reserve  System as defined in  Regulation  D (or against any  successor
category of  liabilities  as defined in  Regulation  D), plus (ii) a  percentage
sufficient  to  compensate  Lender for the cost of complying  with any reserves,
liquidity and/or special deposit  requirements of any other foreign governmental
or regulatory  authority  directly or indirectly  affecting the  maintenance  or
funding of any Advance under the German Line of Credit.

     "Advance"  shall mean an advance of borrowed  funds made by Lender to or on
behalf of a Borrower under a Line of Credit.

     "Affiliate" shall mean, with respect to any Person, any Person Controlling,
Controlled by or under common Control with such Person or any director,  officer
or employee of such Person.

     "Agreement"  shall  mean  this  Loan  Agreement,  as it may be  amended  or
supplemented from time to time.

     "Applicable  Margin"  shall  have the  meaning  given  such term in Section
2.2.1(b).

     "Applicable  Rate" shall mean the  interest  rate per annum  payable on the
Obligations, as is defined and more particularly described in Section 2.2.1.

     "Bank  Products"  shall  mean  any one or more of the  following  types  of
services  offered at any time or from time to time to any Credit Party by Lender
(or any Affiliate of Lender in reliance on Lender's  agreement to indemnify such
Affiliate): (a) credit cards; (b) cash management or related services, including
the automated  clearinghouse  transfer of funds;  (c) Interest  Rate  Protection
Agreements;  (d)  letters of  credit;  (e)  bankers'  acceptances;  (f)  foreign
exchange; and (g) other derivative products.

     "Bankruptcy  Code" shall mean Title 11 of the United States Code, as it may
be amended from time to time.

     "Barbados  Subsidiary"  shall  mean  Immucor  Trading  Company,  a  company
organized under the laws of Barbados.

     "BCA" shall mean BCA Acquisition Corporation, a corporation organized under
the laws of the State of Georgia.

     "Belgian Subsidiary" shall mean Immucor Acquisitions, Inc., S.A., a company
organized under the laws of Belgium.

     "Borrower"  shall have the  meaning  given to such term in the  preamble to
this Agreement.

     "Borrowing Base" shall mean the aggregate of the following amounts:  (i) an
amount equal to eighty-five percent(85%)of the Dollar value of Eligible Domestic
Entity  Accounts  plus (ii) an amount equal to  forty-five  percent (45%) of the
Dollar value of Eligible  Foreign Entity  Accounts plus (iii) an amount equal to
the lesser of (A) fifty percent (50%) of the Dollar value of Eligible  Inventory
or (B) fifty percent (50%) of the amount of Advances outstanding pursuant to the
preceding clauses (i) and (ii) minus (iii) Borrowing Base Reserves.
<PAGE>

     "Borrowing Base Reserves" shall mean reserves:  (i) for costs, expenses and
liabilities  incurred  by Lender  which  Lender is  authorized  to charge to any
Borrower  pursuant to this Agreement or any of the other Loan Documents,  to the
extent  not paid in full when due;  (ii) with  respect  to any  Borrower's  debt
service to Lender and other creditors  holding Funded Debt from time to time, to
the extent  not paid when due;  (iii) for  sales,  excise or  similar  taxes and
returns,  discounts,  claims,  credits and  allowances of any nature at any time
issued,  owing, granted,  outstanding,  available or claimed with respect to any
accounts;  (iv)  for  landlord  rents  past due or owing  for any  locations  of
Collateral  where no landlord's lien waiver agreement  exists;  and (v) for such
other or additional  matters as Lender in the good faith  exercise of its credit
judgment may elect to impose reserves from time to time.

     "Borrowings"  shall mean advances of borrowed funds made hereunder to or on
behalf of Borrower.

     "Business  Day" shall mean a day on which Lender is open for the conduct of
banking business at its principal office in Atlanta, Georgia; provided, however,
that for purposes of  determining  the timing of requests for, and  establishing
the  Applicable   Rate,  on  LIBOR   Borrowings,   "Business  Day"  shall  mean,
additionally, (i) in the case of LIBOR Borrowings under the U.S. Line of Credit,
the  Temporary  Line of  Credit,  the Term Loan A or the Term Loan B, any day on
which dealings with Dollar  deposits are also being carried out by Lender in the
London interbank  Eurodollar market,  (ii) in the case of LIBOR Borrowings under
the Canadian Line of Credit or the CAD Term Loan, any day on which dealings with
CAD  deposits  are also being  carried  out by Lender in the  Toronto  interbank
market,  and  (iii) in the case of LIBOR  Borrowings  under the  German  Line of
Credit, any day on which dealings with DM deposits are also being carried out by
Lender in the Frankfurt interbank market.

     "CAD" "Cn.  Dollars" and "Cn$" shall mean dollars in the lawful currency of
Canada.

     "CAD Term Loan" shall mean the term loan  heretofore  made by Lender to the
U.S. Borrower pursuant to the U.S. Loan Agreement and identified  therein as the
"Third Additional Term Loan", the outstanding  principal balance of which on the
date hereof is the Dollar Equivalent of 3,827,333.34 Cn$.

     "CAD Term Note" shall mean the term promissory  note, dated as of even date
herewith,  made  by the  U.S.  Borrower  in  favor  of  Lender,  as  amended  or
supplemented  from time to time,  in the stated  principal  amount  equal to the
outstanding principal balance of the CAD Term Loan on the date hereof,  together
with any  renewals  or  extensions  thereof.  The CAD  Term  Note  executed  and
delivered by the U.S.  Borrower on the date hereof shall constitute an extension
and renewal of that  certain term note,  dated as of December 20, 1999,  made by
the U.S.  Borrower in favor of Lender.  The CAD Term Note shall be substantially
in the form of Exhibit B.

     "Canadian  Borrower"  shall  have the  meaning  given  to such  term in the
preamble to this Agreement.

     "Canadian  Interbank  Offered  Rate" means,  for any Interest  Period,  the
offered rate for deposits in CAD for a term  comparable to such Interest  Period
and in an amount  comparable  to the Loan (or  portion  thereof)  to which  such
Interest Period  relates,  as such offered rate appears on Telerate page 3750 as
of 11:00 A.M.  (London,  England time) on the Interest Rate  Determination  Date
applicable to such Interest  Period.  If the foregoing rate is unavailable  from
Telerate for any reason,  then such rate shall be  determined by the Lender from
any other interest rate reporting service of recognized  standing  designated in
writing by the Lender to the Borrower.

     "Canadian  Line of Credit" shall refer to the line of credit made available
by Lender to the Canadian Borrower pursuant to the provisions of Section 2.1.3.

     "Canadian  Line of Credit  Limit"  shall  mean  6,200,000  Cn$,  subject to
reduction by the Canadian Borrower pursuant to Section 2.1.3.

     "Canadian Line of Credit Termination Date" shall mean the earliest to occur
of the  following  dates:  (i) the date on which  pursuant  to Section 8, Lender
terminates the Canadian Line of Credit (or the Canadian Line of Credit is deemed
automatically  terminated  subsequent to the occurrence of an Event of Default),
(ii) the effective date of the Canadian  Borrower's  irrevocable  termination of
the Canadian Line of Credit  pursuant to Section  2.1.3;  or (iii)  February 28,
2003.
<PAGE>

     "Canadian Loan Agreement"  shall have the meaning given to such term in the
recitals to this Agreement.

     "Canadian  Master Note" shall mean the master  promissory note of even date
herewith,  made by the  Canadian  Borrower  in favor of  Lender,  as  amended or
supplemented  from  time to time,  in a  stated  principal  amount  equal to the
Canadian  Line of Credit,  evidencing  Advances to be  obtained by the  Canadian
Borrower  under the  Canadian  Line of Credit,  together  with any  renewals  or
extensions  thereof,  in whole or in part.  The  Canadian  Master  Note shall be
substantially in the form of Exhibit A, with appropriate insertions.

     "Capital  Expenditures"  shall mean all expenditures made in respect of the
cost of any  fixed  asset  or  improvement,  or  replacement,  substitution,  or
addition  thereto,  having a useful  life of more than one (1) year,  including,
without  limitation,  those  arising in  connection  with the direct or indirect
acquisition  of such assets by way of  increased  product or service  charges or
offset items or in connection with Capital Leases.

     "Capital  Lease" shall mean any lease of property that, in accordance  with
GAAP, should be reflected as a liability on the balance sheet of a Person.

     "Closing Date" shall mean the date on which all of the conditions precedent
specified  in Section  10.1 are  fulfilled  (or waived in writing by Lender) and
this Agreement becomes effective.

     "Collateral"  shall mean any property of any Credit  Party which  hereafter
may secure any or all of the  Obligations.  Without  limitation,  the Collateral
shall include all of the  "Collateral",  as that term is defined in the Security
Agreement.

     "Consolidated  Subsidiaries"  shall  mean  those  Subsidiaries  of the U.S.
Borrower existing from time to time which, for purposes of GAAP, are required to
be consolidated for financial reporting purposes.

     "Control",  "Controlled" or  "Controlling"  shall mean, with respect to any
Person, the power to direct the management and policies of such Person, directly
or indirectly,  whether through the ownership of voting securities or otherwise;
provided,  however,  that,  in any event,  any Person  which  owns  directly  or
indirectly ten percent (10%) or more of the securities  having  ordinary  voting
power for the election of directors or other  governing body of a corporation or
other entity shall be deemed to "Control"  such  corporation or other entity for
purposes of this Agreement.

     "Credit Parties" shall mean, collectively,  the U.S. Borrower, the Canadian
Borrower, the German Borrower and each other Subsidiary of the U.S. Borrower.

     "Debt"  shall  mean all  liabilities,  obligations  and  indebtedness  of a
Person, of any kind or nature,  whether now or hereafter owing,  arising, due or
payable, howsoever evidenced,  created, incurred, acquired or owing, and whether
primary, secondary, direct, contingent,  fixed or otherwise,  including, without
in any way  limiting  the  generality  of the  foregoing:  (i) all  obligations,
liabilities and indebtedness secured by any Lien on such Person's property, even
though  such  Person  shall not have  assumed or become  liable for the  payment
thereof;  (ii) all  obligations  or  liabilities  created or  arising  under any
Capital Lease,  conditional sale or other title retention  agreement;  (iii) all
accrued   pension  fund  and  other  employee   benefit  plan   obligations  and
liabilities;  (iv) all Guaranteed  Obligations;  (v) any  liabilities  under, or
associated with, interest rate protection  agreements;  (vi) all deferred taxes;
and (v) all reimbursement obligations with respect to letters of credit.

     "Default  Condition"  shall mean the  occurrence of any event which,  after
satisfaction  of any  requirement for the giving of notice or the lapse of time,
or both, would become an Event of Default.

     "Default Rate" shall mean that interest rate per annum equal to two percent
(2%) per  annum in  excess  of the  Applicable  Rate  otherwise  payable  on any
Obligation.
<PAGE>

     "Distributions"  shall mean,  with respect to any Person and for any fiscal
period, all dividends or other  distributions paid or made by such Person during
such  period  with  respect to any class of its  capital  stock or other  equity
interests (other than any such dividends or distributions payable solely in such
stock or interests) together with any and all other payments made by such Person
during such period to purchase, redeem or otherwise acquire for value any shares
of any class of its capital stock or other equity interests.

     "DM" shall mean German Deutsche Marks.

     "Dollar  Equivalent" shall mean, with respect to any monetary amount in CAD
or DM, at any time for the determination thereof, the amount of Dollars obtained
by converting such amount of CAD or DM, as applicable,  into Dollars at the spot
rate for the purchase of Dollars with CAD or DM, as applicable, as quoted by the
Lender at  approximately  11:00 a.m.  London time, on the date of  determination
thereof  specified  herein  or,  if the  date of  determination  thereof  is not
otherwise  specified herein, on the date which is two (2) Business Days prior to
such determination.

     "Dollars" or "$" shall mean dollars in lawful currency of the United States
of America.

     "Domestic  Subsidiary" shall mean any Subsidiary of the U.S. Borrower which
is not a Foreign Subsidiary.  On the Closing Date, the Domestic Subsidiaries are
Gamma, Gamma International and BCA.

     "Dutch  Subsidiary"  shall mean Gamma Biologicals B.V., a company organized
under the laws of the Netherlands.

     "EBIT" shall mean,  with  respect to any Person and for any fiscal  period,
such Person's net income (or loss) before interest and taxes,  all as determined
on a consolidated basis.

     "EBITDA" shall mean,  with respect to any Person and for any fiscal period,
the sum (without  duplication)  of such Person's (i) net income (or loss) before
interest and taxes,  plus (ii) to the extent  deducted in  determining  such net
income (or loss), depreciation,  amortization or other similar non-cash charges,
minus (iii) to the extent  recognized in determining  such net income (or loss),
extraordinary gains, minus (iv) to the extent recognized in determining such net
income (or loss),  non-operating  gains (including without  limitation  currency
gains), all as determined on a consolidated basis.

     "EBITDAR" shall mean, with respect to any Person and for any fiscal period,
the sum of such Person's EBITDA plus, to the extent deducted in determining such
EBITDA, such Person's rental expense, all as determined on a consolidated basis.

     "Eligible Accounts" shall mean, collectively,  the Eligible Domestic Entity
Accounts and the Eligible Foreign Entity Accounts.

     "Eligible Domestic Entity Accounts" shall mean that portion of the Accounts
Receivable  of the U.S.  Borrower,  the  Domestic  Subsidiaries  existing on the
Closing  Date  and,  subject  to  the  proviso  hereto,  the  Canadian  Borrower
consisting of trade accounts  receivable actually owing to such Borrower or such
Subsidiary by its account debtors subject to no counterclaim, defense, setoff or
deduction, provided, however, that, except in the case of Accounts Receivable of
the Canadian  Borrower prior to April 30, 2001, such Accounts  Receivable are at
all times subject to a duly perfected, first priority security interest in favor
of Lender, subject only to any Permitted Encumbrances (other than Foreign Credit
Facility Liens), excluding, however, in any event, any such account:

     (i) which is outstanding  more than ninety (90) days after the invoice date
or sixty (60) days after the due date;

     (ii) which is owing by any Subsidiary or other Affiliate of Borrower;
<PAGE>

     (iii) which is owing by any account  debtor  having fifty  percent (50%) or
more in face value of its then existing  accounts  with Borrower and  Borrower's
Subsidiaries, collectively, ineligible under this Agreement;

     (iv) the  assignment of which is subject to any  requirements  set forth in
the  Assignment  of Claims  Act or any  other  similar  law of any  Governmental
Authority  unless all rights with respect to such account have been  assigned to
Lender on terms acceptable to Lender pursuant to such Act;

     (v) which is owing by any account  debtor whose  accounts,  in face amount,
with Borrower and Borrower's Subsidiaries,  exceed ten percent (10%) of all then
Eligible Accounts (as determined by Lender in its sole discretion),  but only to
the extent of such excess;

     (vi) unless otherwise determined by Lender in its sole discretion, which is
owed by,  billed to, or will be paid by an  account  debtor  with its  principal
office,  assets  or place of  business  outside  the  United  States  or  Canada
(excluding  Quebec) unless such account is secured by an  irrevocable  letter of
credit which is payable in Dollars, issued and confirmed by a bank acceptable to
Lender in a form and  substance  satisfactory  to Lender  and, if  requested  by
Lender, such letter of credit and the amounts payable thereunder is collaterally
assigned to Lender;

     (vii) which is subject to a "bill and hold"  arrangement;  i.e.,  where the
account debtor has been invoiced but the goods have not yet been shipped;

     (viii)  which is owing  by any  account  debtor  which is the  subject  (as
debtor) of any voluntary or involuntary case or proceeding under any bankruptcy,
insolvency or other similar law of any Governmental Authority,  whether domestic
or foreign, or as to which a trustee, receiver,  liquidator,  custodian or other
similar  official has been appointed for it or for any  substantial  part of its
property;

     (ix)  which  arises  from the sale of any  Inventory  that is not  Eligible
Inventory pursuant to clause (iii) of the proviso contained in the definition of
"Eligible Inventory";

     (x) with respect to which the account debtor's  executive office is located
in the State of New Jersey, Minnesota, West Virginia or any other State imposing
similar  conditions to the right of a creditor to collect  accounts,  unless (A)
the  applicable  Borrower  or the  applicable  Subsidiary  has filed a notice of
business activities report, or such other similar report required by such State,
with the  appropriate  officials of such State for the then current year, or (B)
such account debtor has substantial assets located, respectively, outside of the
States of New Jersey,  Minnesota, West Virginia or such other State, as the case
may be;

     (xi)  which is owed by,  billed  to, or will be paid by an  account  debtor
located  in the  State of  Alabama  or any other  State  the laws of which  deny
creditors access to its courts in the absence of qualification to do business as
a foreign  corporation  in such  state or in the  absence  of the  filing of any
required  reports  with  such  state,  unless  the  applicable  Borrower  or the
applicable  Subsidiary has qualified as a foreign  corporation  authorized to do
business in Alabama or such State or has filed such required reports;

     (xii) which arises from (A) the sale of goods which have not been delivered
and  accepted  by the  account  debtor,  or (B)  services  which  have  not been
performed by a Borrower or a Subsidiary and accepted by the Account Debtor;

     (xiii)  which is owing by any  Account  Debtor  with  respect  to which any
Borrower or Subsidiary  has  determined  for any reason not to continue  selling
goods to or performing services for on open account;

     (xiv) which is evidenced by chattel  paper or an instrument of any kind, or
has been reduced to judgment;
<PAGE>

     (xv) with respect to which a Borrower or  Subsidiary  has made an agreement
with the account debtor (A) for any deduction therefrom, except for discounts or
allowances  which are made in the ordinary course of business for prompt payment
and which  discounts or allowances are reflected in the  calculation of the face
amount of each invoice  related to such Account,  but only to the extent of such
deduction,  or (B) to extend the time of payment  thereof  beyond the applicable
period set forth in clause (i) in this definition;

     (xvi) in which any Borrower or  Subsidiary is indebted in any manner to the
account debtor (as creditor, lessor, supplier or otherwise),  with the exception
of customary credits, adjustments and/or discounts given to an account debtor by
a Borrower or  Subsidiary  in the  ordinary  course of its  business;  provided;
however, that,  notwithstanding the foregoing,  if a Borrower or a Subsidiary is
indebted in any manner to an account debtor, such account debtor's account shall
be  ineligible  under  this  clause  only to the  extent  of the  amount of such
indebtedness;

     (xvii) which constitutes retainage or arises under a bonded contract;

     (xviii) which is being  financed by or is subject to a Lien in favor of any
other lender; or

     (xix)  which  has  otherwise  been  determined  by  Lender,   in  its  sole
discretion, not to be eligible for purposes hereof;

provided,  however,  that  notwithstanding  anything  contained  herein  to  the
contrary,  no Account  Receivable of the Canadian  Borrower shall be an Eligible
Domestic Entity Account  hereunder on or after April 30, 2001 unless on or prior
to such date,  the  Canadian  Borrower  has complied  with the  requirements  of
Section 4.8(c) hereof.

     "Eligible  Foreign  Entity  Accounts"  shall  mean,  subject to the proviso
hereto,  that portion of the Accounts  Receivable of the German Borrower and the
other Foreign Subsidiaries existing on the Closing Date (other than the Canadian
Borrower)  consisting of trade accounts  receivable  actually owing to each such
Foreign  Subsidiary by its account debtors subject to no counterclaim,  defense,
setoff or deduction, excluding, however, in any event, any such account:

     (i) which is owing by any Subsidiary or other Affiliate of Borrower;

     (ii) which is owing by any account  debtor  having fifty  percent  (50%) or
more in face value of its then existing  accounts  with Borrower and  Borrower's
Subsidiaries, collectively, ineligible under this Agreement;

     (iii) the assignment of which is subject to any  requirements  set forth in
the  Assignment  of Claims  Act or any  other  similar  law of any  Governmental
Authority  unless all rights with respect to such account have been  assigned to
Lender on terms acceptable to Lender pursuant to such Act;

     (iv) which is owing by any account debtor whose  accounts,  in face amount,
with Borrower and Borrower's Subsidiaries,  exceed ten percent (10%) of all then
Eligible Accounts (as determined by Lender in its sole discretion),  but only to
the extent of such excess;

     (v) which is  subject  to a "bill and hold"  arrangement;  i.e.,  where the
account debtor has  been invoiced but the goods have not yet been shipped;

     (vi) which is owing by any account  debtor which is the subject (as debtor)
of any  voluntary  or  involuntary  case or  proceeding  under  any  bankruptcy,
insolvency or other similar law of any Governmental Authority,  whether domestic
or foreign, or as to which a trustee, receiver,  liquidator,  custodian or other
similar  official has been appointed for it or for any  substantial  part of its
property;

     (vii) which  arises  from the sale of any  Inventory  that is not  Eligible
Inventory pursuant to clause (iii) of the proviso contained in the definition of
"Eligible Inventory";
<PAGE>

     (viii)  with  respect to which the  account  debtor's  executive  office is
located in the State of New Jersey,  Minnesota, West Virginia or any other State
imposing  similar  conditions  to the right of a creditor  to collect  accounts,
unless (A) the  applicable  Borrower or the  applicable  Subsidiary  has filed a
notice of business  activities  report, or such other similar report required by
such State,  with the  appropriate  officials of such State for the then current
year, or (B) such account debtor has substantial  assets located,  respectively,
outside  of the State of New  Jersey,  Minnesota,  West  Virginia  or such other
State, as the case may be;

     (ix)  which is owed by,  billed  to, or will be paid by an  account  debtor
located  in the  State of  Alabama  or any other  State  the laws of which  deny
creditors access to its courts in the absence of qualification to do business as
a foreign  corporation  in such  state or in the  absence  of the  filing of any
required  reports  with  such  state,  unless  the  applicable  Borrower  or the
applicable  Subsidiary has qualified as a foreign  corporation  authorized to do
business in Alabama or such State or has filed such required reports;

     (x) which  arises from (A) the sale of goods which have not been  delivered
and  accepted  by the  account  debtor,  or (B)  services  which  have  not been
performed by a Borrower or a Subsidiary and accepted by the Account Debtor;

     (xi)  which  is owing by any  Account  Debtor  with  respect  to which  any
Borrower or Subsidiary  has  determined  for any reason not to continue  selling
goods to or performing services for on open account;

     (xii) which is evidenced by chattel  paper or an instrument of any kind, or
has been reduced to judgment;

     (xiii) with respect to which a Borrower or Subsidiary has made an agreement
with the account debtor (A) for any deduction therefrom, except for discounts or
allowances  which are made in the ordinary course of business for prompt payment
and which  discounts or allowances are reflected in the  calculation of the face
amount of each invoice  related to such Account,  but only to the extent of such
deduction,  or (B) to extend the time of payment  thereof  beyond the applicable
period set forth in clause (i) in this definition;

     (xiv) in which any Borrower or  Subsidiary is indebted in any manner to the
account debtor (as creditor, lessor, supplier or otherwise),  with the exception
of customary credits, adjustments and/or discounts given to an account debtor by
a Borrower or  Subsidiary  in the  ordinary  course of its  business;  provided,
however, that,  notwithstanding the foregoing,  if a Borrower or a Subsidiary is
indebted in any manner to an account debtor, such account debtor's account shall
be  ineligible  under  this  clause  only to the  extent  of the  amount of such
indebtedness;

     (xv) which constitutes retainage or arises under a bonded contract;

     (xvi)  which is being  financed  by or is subject to a Lien in favor of any
other lender (including,  without limitation,  any Foreign Credit Facility Lien)
or is subject to any other Lien other than a Permitted  Encumbrance which is not
a Foreign Credit Facility Lien; or

     (xvii)  which  has  otherwise  been  determined  by  Lender,  in  its  sole
discretion,  not  to  be  eligible  for  purposes  hereof  (including,   without
limitation, by reason of its age);

provided,  however,  that  notwithstanding  anything  contained  herein  to  the
contrary,  no Account  Receivable  of the German  Borrower or any other  Foreign
Subsidiary  shall be an Eligible  Foreign Entity  Account  hereunder on or after
April 30, 2001 unless on or prior to such date,  Borrower has complied  with the
requirements of Section 4.8(b) hereof with respect to such Foreign Subsidiary.

     "Eligible  Inventory" shall mean the lower of FIFO cost or market value, in
Dollars, of Inventory of the U.S. Borrower,  the Domestic  Subsidiaries existing
on the Closing Date and the Canadian Borrower  consisting of: (a) raw materials;
and (b) finished  goods,  subject to no further  processing and held for sale in
the ordinary  course of business to customers and not  Affiliates of Borrower or
any Subsidiary;  provided,  however,  in each of the foregoing cases,  that such
Inventory:
<PAGE>

     (i) is at all times subject to a duly  perfected,  first priority  security
interest in favor of Lender, subject only to any Permitted Encumbrances;

     (ii) is in good and saleable condition;

     (iii)  is not on  consignment  from  or  subject  to any  guaranteed  sale,
sale-or-return, sale-on-approval, or repurchase agreement with any supplier;

     (iv) does not constitute work-in-process,  supplies, displays,  promotional
materials or goods held for lease to customers;

     (v) does not constitute returned goods in transit to customers,

     (vi)  does not  constitute  obsolete,  discontinued  product,  repossessed,
damaged or slow-moving goods;

     (vii) conforms in all respects to the warranties and  representations  with
respect  to  Inventory  set  forth  in the  Security  Agreement  and  any  other
applicable security document;

     (viii) is not subject to a document of title  (unless  issued or  endorsed,
and delivered to Lender);

     (ix) is not  subject  to any  license  or other  agreement  that  limits or
restricts a Borrower or  Subsidiary  or the Lender's  right to sell or otherwise
dispose of such inventory;

     (x) is located in the United States or Canada on premises owned by the U.S.
Borrower,  the  Canadian  Borrower or a Domestic  Subsidiary  or with respect to
which  Lender  holds a  landlord  lien  waiver  agreement,  and is a  collateral
location  reported  pursuant  to the  Security  Agreement  or  other  applicable
security document;

     (xi) meets all standards  imposed by any  Governmental  Authority over such
Inventory Collateral or its production, storage or use; or

     (xii)  which has not  otherwise  been  determined  by  Lender,  in its sole
discretion, to be ineligible for purposes hereof.

     "Employee  Benefit  Plan" shall mean any employee  welfare  benefit plan as
that term is defined in Section  3(1) of ERISA,  any  employee  pension  benefit
plan,  as that term is defined in Section  3(2) of ERISA or any other plan which
is subject to the provisions of Title IV of ERISA or which is for the benefit of
any employees of Borrower and any employees of any Subsidiary of Borrower or any
other  entity which is a member of a  controlled  group or under common  control
with Borrower, as such terms are defined in Section 4001(a)(14) of ERISA.

     "Environmental  Laws" shall mean all federal,  state and local laws, rules,
regulations,  ordinances,  programs,  permits,  guidances,  orders  and  consent
decrees relating to health,  safety and  environmental  matters,  whether now or
hereafter  existing,  including,  but not limited to state and federal superlien
and environmental cleanup laws and U.S. Department of Transportation regulations
and  any  other  state  or  local  law  or  regulation  relating  to  pollution,
reclamation,  or  protection  of the  environment,  including  laws  relating to
emissions,   discharges,   releases  or  threatened   releases  of   pollutants,
contaminants,  or hazardous or toxic  materials  or wastes into air,  water,  or
land, or otherwise relating to the manufacture,  processing,  distribution, use,
treatment, storage, disposal, transport, or handling of pollutants, contaminants
or hazardous or toxic materials or wastes.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
amended from time to time.
<PAGE>
     "Event of Default" shall mean any of the events or conditions  described in
Article 7, provided  that any  requirement  specified  therein for the giving of
notice or the lapse of time, or both, has been satisfied.

     "Excess Cash Flow" for each applicable Fiscal Year of the U.S. Borrower and
its  Consolidated  Subsidiaries  shall mean an amount equal to consolidated  net
income  for such  Fiscal  Year  plus  depreciation  and other  non-cash  charges
deducted in determining  consolidated net income, less all payments of principal
and  interest on long term Debt  scheduled  to be due and payable in such Fiscal
Year,  excluding,  however, any Excess Cash Flow prepayments made in such Fiscal
Year;  less any increases in working capital (but, plus any decreases in working
capital) in such Fiscal Year; less any unfinanced  Capital  Expenditures made in
such Fiscal Year; all as determined on a consolidated  basis in accordance  with
GAAP.

     "Existing Loan Agreements" shall have the meaning given to such term in the
recitals to this Agreement.

     "Fiscal Year",  in respect of a Person,  shall mean the fiscal year of such
Person employed by such Person as of the Closing Date, and ending on May 31st of
each year in the case of the U.S.  Borrower and its  Consolidated  Subsidiaries.
The terms  "Fiscal  Quarter"  and "Fiscal  Month" shall  correspond  accordingly
thereto.

     "Fixed Charge  Coverage  Ratio" shall mean,  with respect to any Person and
for  any  fiscal  period,  the  ratio  of (i)  such  Person's  EBITDAR  for  the
consecutive  12-month period ending with such period to (ii) such Person's Fixed
Charges for the  consecutive  12-month  period  ending with such period,  all as
determined on a consolidated basis.

     "Fixed  Charges" shall mean,  with respect to any Person and for any fiscal
period, the sum (without  duplication) of such Person's (i) interest expense for
such  period,  plus (ii) rental  expense for such period,  plus (iii)  scheduled
payments of principal  with  respect to its Debt during such  period,  plus (iv)
non-financed   Capital   Expenditures   made  during  such   period,   excluding
non-financed  Capital Expenditures made during such period to purchase equipment
for lease to customers of such Person,  if and to the extent permitted  pursuant
to Section 5.14 hereof, plus (v) Distributions made during such period.

     "Foreign Credit  Facilities" shall mean,  collectively,  (a) those lines of
credit  and other  credit  facilities  of the  Foreign  Subsidiaries  which are,
described on Schedule  1.1A,  as extended or renewed from time to time,  and (b)
increases  in  the  amounts  of  such  existing  Foreign  Credit  Facilities  or
additional credit facilities of the Foreign Subsidiaries  established hereafter,
in each case if and to the extent permitted pursuant to Section 5.2 hereof.

     "Foreign Credit Facility  Liens" shall mean,  collectively,  those Liens in
the Accounts Receivable and certain bonds of the Foreign  Subsidiaries which are
described  on  Schedule  1.1A  hereto and which  secure the  obligations  of the
Foreign  Subsidiaries  under the Foreign Credit Facilities  existing on the date
hereof  and  additional  Liens  in  the  Accounts   Receivable  of  the  Foreign
Subsidiaries  securing  increases in the Foreign Credit Facilities or additional
Foreign Credit Facilities permitted pursuant to Section 5.2 hereof.

     "Foreign  Subsidiary"  shall mean any Subsidiary of the U.S. Borrower which
is organized or incorporated  under the laws of any jurisdiction  other than the
United States of America or any state,  territory or possession  thereof. On the
Closing Date, the Foreign  Subsidiaries  are the Canadian  Borrower,  the German
Borrower,  the  Italian  Subsidiary,  the  Portuguese  Subsidiary,  the  Spanish
Subsidiary,   the  Dutch  Subsidiary,   the  Barbados  Subsidiary,  the  Belgian
Subsidiary, the Second Belgian Subsidiary and the French Subsidiary.

     "French  Subsidiary" shall mean Immunochim,  s.a.r.l.,  a company organized
under the laws of France.

     "Funded  Debt" shall  mean,  with  respect to any Person,  all Debt of such
Person  evidenced  by  bonds,  debentures,  notes or other  similar  instruments
(including without limitation Capital Leases, banker's acceptances,  obligations
to reimburse,  but excluding  trade  accounts  payable  incurred in the ordinary
course of such Person's business).
<PAGE>

     "Funded  Debt/EBITDA  Ratio" shall mean, with respect to any Person and for
any fiscal period,  the ratio of (i) such Person's  Funded Debt as at the end of
such period to (ii) such Person's  EBITDA for the  consecutive  12-month  period
ending with such period, all as determined on a consolidated basis.

     "GAAP" shall mean generally  accepted  accounting  principles  consistently
applied for the period or periods in question.

     "Gamma" shall mean Gamma Biologicals, Inc., a Texas corporation.

     "Gamma International" shall mean Gamma Biologicals  International,  Inc., a
corporation organized under the laws of the U.S. Virgin Islands.

     "German Borrower" shall have the meaning given to such term in the preamble
to this Agreement.

     "German  Interbank  Offered Rate" shall mean, for any Interest Period,  the
offered rate for deposits in DM for a term  comparable to such  Interest  Period
and in an amount  comparable  to the Loan (or  portion  thereof)  to which  such
Interest Period  relates,  as such offered rate appears on Telerate Page 3750 as
of 11:00 A.M.  (London,  England time) on the Interest Rate  Determination  Date
applicable to such Interest  Period.  If the foregoing rate is unavailable  from
Telerate for any reason,  then such rate shall be  determined by the Lender from
any other interest rate reporting service of recognized  standing  designated in
writing by the Lender to the Borrower.

     "German Line of Credit" shall refer to the line of credit made available by
Lender to the German Borrower pursuant to the provisions of Section 2.1.4.

     "German Line of Credit Limit" shall mean 5,400,000 DM, subject to reduction
by the German Borrower pursuant to Section 2.1.4.

     "German Line of Credit  Termination  Date" shall mean the earliest to occur
of the  following  dates:  (i) the date on which  pursuant  to Section 8, Lender
terminates  the German  Line of Credit  (or the German  Line of Credit is deemed
automatically  terminated  subsequent to the occurrence of an Event of Default),
(ii) the effective date of the German Borrower's irrevocable  termination of the
German Line of Credit pursuant to Section 2.1.4; or (iii) February 28, 2003.

     "German Loan  Agreement"  shall have the meaning  given to such term in the
recitals to this Agreement.

     "German  Master  Note" shall mean the master  promissory  note of even date
herewith,  made by the  German  Borrower  in  favor of  Lender,  as  amended  or
supplemented from time to time, in a stated principal amount equal to the German
Line of Credit,  evidencing Advances to be obtained by the German Borrower under
the German Line of Credit,  together with any renewals or extensions thereof, in
whole or in part. The German Master Note shall be  substantially  in the form of
Exhibit A, with appropriate insertions.

     "Governmental Authority" shall mean any nation or government,  any state or
other  political  subdivision  thereof  and  any  entity  exercising  executive,
legislative,  judicial,  regulatory or administrative functions of or pertaining
to government and any department,  agency or instrumentality  thereof.  The term
includes, without limitation, any central bank or comparable agency.

     "Guaranteed  Obligations"  shall  mean,  with  respect to any  Person,  all
obligations of such Person which in any manner directly or indirectly  guarantee
or assure,  or in effect guarantee or assure,  the payment or performance of any
Debt of any other  Person or assure or in effect  assure  the holder of any such
Debt against loss in respect thereof.

     "Guarantor" shall mean BCA, Gamma and Gamma  International,  as well as any
other Subsidiary (if any) which executes a Guaranty.
<PAGE>

     "Guaranty" shall mean the Guaranty Agreement or Guaranty Agreements,  dated
as of even date herewith made by BCA, Gamma and Gamma  International in favor of
Lender,  which Guaranty Agreement or Guaranty Agreements shall amend and restate
the Guaranty Agreement,  dated as of October 27, 1998, made by Gamma in favor of
Lender,  the Guaranty  Agreement,  dated as of October 27,  1998,  made by Gamma
International in favor of Lender, and the Guaranty Agreement,  dated as of April
30,  1999,  made by BCA in favor of  Lender,  together  with any other  guaranty
agreement  hereafter executed and delivered by any guarantor in favor of Lender,
in each case, as amended or supplemented  from time to time. Each Guaranty is or
shall be in substantially the form of Exhibit D-1.

     "Interest  Coverage  Ratio" shall mean,  with respect to any Person and for
any  fiscal  period,  the ratio of (i) such  Person's  EBIT for the  consecutive
12-month period ending with such period to (ii) such Person's  interest  expense
for the consecutive 12-month period,  ending with such period, all as determined
on a consolidated basis.

     "Interest  Period" shall mean, in respect of LIBOR  Borrowings,  other than
LIBOR  Borrowings  under the German Line of Credit,  a period  commencing on the
date of such borrowing and ending on the numerically  corresponding  date in the
first  (lst),  second (2nd) or third (3rd) month  thereafter,  as a Borrower may
elect in the applicable notice of such borrowing to be given pursuant to Section
2.2.1 and, in respect of LIBOR  Borrowings  under the German  Line of Credit,  a
period  commencing on the date of such  borrowing and ending on the  numerically
corresponding date in the third (3rd) month thereafter;  provided, however, that
any Interest  Period which would  otherwise end on a day which is not a Business
Day shall be extended to the next  succeeding  Business Day unless such Business
Day falls in another  calendar  month,  in which case such Interest Period shall
end on the next preceding  Business Day, and any Interest Period which begins on
the last  Business  Day of a calendar  month (or on a day for which  there is no
numerically  corresponding  day in the  appropriate  subsequent  calendar month)
shall end on the last Business Day of the appropriate subsequent calendar month.

     "Interest  Rate  Determination   Date"  shall  mean  in  respect  of  LIBOR
Borrowings,  two (2)  Business  Days  prior to the  first  day of each  Interest
Period.

     "Interest  Rate  Protection  Agreement"  means an  interest  rate  "hedge",
"swap," "collar" or other interest rate protection agreement entered into by and
between  any  Credit  Party  and a  financial  institution,  together  with  all
exhibits,  schedules,  extensions,   renewals,  amendments,   substitutions  and
replacements thereto and thereof.

     "Italian  Subsidiary" shall mean Immucor Italia S.r.l., a company organized
under the laws of Italy.

     "Lender"  shall have the meaning given to such term in the preamble to this
Agreement.

     "Leverage  Ratio" shall mean, with respect to any Person and for any fiscal
period,  the ratio of(i) such Person's  Funded Debt as at the end of such fiscal
period to (ii) the sum of such Person's Funded Debt plus its Net Worth as at the
end of such fiscal period, all as determined on a consolidated basis.

     "LIBOR  Borrowings"  shall mean those  Borrowings  which  Borrower  elects,
pursuant to Section  2.2.1,  to bear interest at a rate per annum  determined by
reference to the LIBOR Rate.

     "LIBOR Rate" shall mean,  except as provided below with respect to Advances
under the  Canadian  Line of Credit,  the CAD Term Loan and  Advances  under the
German Line of Credit, with respect to any Interest Period, an interest rate per
annum  computed by dividing:  (x) the rate per annum  determined  by Lender from
time to time on the basis of the  offered  rate for  deposits  in Dollars in the
London  interbank  borrowing  market of amounts  equal to or  comparable  to the
amount of the Loan (or portion  thereof) to which such Interest  Period  relates
offered for a term comparable to such Interest Period, which rate appears on the
display designated as page "3750" of the Telerate Service (or such other page as
may replace page "3750" of that service or such other service or services as may
be nominated by the British  Bankers'  Association for the purpose of displaying
London  interbank  offered rates for Dollar  deposits) as of 11:00 a.m.,  London
time,  on the Interest  Rate  Determination  Date  applicable  to such  Interest
Period,  which rate shall be rounded upward,  to the next higher 1/10,000 of 1%;
provided, however, that if more than one such offered rate appears on such page,
the offered rate shall be deemed to be the arithmetic  average  (rounded upward,
if necessary,  to the next higher of 1/100 of 1%) of such offered rates;  by (y)
the number 1 minus any then applicable percentage (expressed as a decimal) which
<PAGE>

is in effect on such day, as prescribed by the Board of Governors of the Federal
Reserve  System  (or  its  successor)  for   determining   the  maximum  reserve
requirement   for  a  member  of  the  Federal  Reserve  System  in  respect  of
"Eurocurrency  liabilities" (or any other category of liabilities which includes
deposits  by  reference  to  which  the  interest  rate  on such  Borrowings  is
determined  or any  category  of  extensions  of  credit or other  assets  which
includes  loans by a  non-United  States  office  of  Lender  to  United  States
residents);  provided,  however,  (i)  with  respect  to the CAD  Term  Loan and
Advances  under the  Canadian  Line of Credit,  "LIBOR  Rate" shall  mean,  with
respect to any Interest Period, the Adjusted Canadian Interbank Offered Rate and
(ii) with  respect to  Advances  under the German Line of Credit,  "LIBOR  Rate"
shall mean, with respect to any Interest  Period,  the Adjusted German Interbank
Offered Rate.  The LIBOR Rate shall be adjusted  automatically  on and as of the
effective date of any change in the percentage described in the foregoing clause
(y).

     "Lien"  shall  mean any deed to secure  debt,  deed of trust,  mortgage  or
similar  instrument,  and any lien,  security  interest,  or other  preferential
arrangement which has the practical effect of constituting a security  interest,
security title, pledge, charge, encumbrance or servitude of any kind, whether by
consensual  agreement  or by  operation  of statute or other  law,  and  whether
voluntary or involuntary, including, without limitation, any conditional sale or
other title retention agreement or lease in the nature thereof.

     "Lines of Credit" shall mean,  collectively,  the U.S. Line of Credit,  the
Temporary  Line of Credit,  the  Canadian  Line of Credit and the German Line of
Credit.

     "Loan  Documents"  shall  mean this  Agreement,  the  Notes,  the  Security
Agreement, the Stock Pledge Agreement,  any and all Guaranties,  and any and all
other  documents,  instruments,  certificates  and  agreements  executed  and/or
delivered by any Borrower or any Guarantor in connection  herewith,  or any one,
more, or all of the foregoing, as the context shall require.

     "Loans" shall mean the Advances under the Lines of Credit together with the
Term Loans.

     "Master  Notes"  shall  mean,  collectively,  the  U.S.  Master  Note,  the
Temporary Master Note, the German Master Note and the Canadian Master Note.

     "Material  Adverse  Effect"  shall mean with  respect  to any  event,  act,
condition or occurrence of whatever nature (including any adverse  determination
in any  litigation,  arbitration or governmental  investigation  or proceeding),
whether  singly or in conjunction  with any other event or events,  act or acts,
condition or conditions,  occurrence or occurrences,  whether or not related,  a
material  adverse  change in, or a material  adverse  effect upon any of (a) the
financial condition,  operations,  business, properties or prospects of the U.S.
Borrower and its  Subsidiaries  taken as a whole, (b) the rights and remedies of
the Lender under any of the Loan Documents or the ability of any Credit Party to
perform its  obligations  under any of the Loan  Documents or (c) the  legality,
validity or enforceability of any of the Loan Documents.

     "Net Worth"  shall mean,  with  respect to any Person and as of any date of
determination thereof, the book value of the assets of such Person minus (i) any
reserves  applicable  thereto,  and minus (ii) all of such Person's  liabilities
(including   accrued  and  deferred  income  taxes),  all  as  determined  on  a
consolidated basis.

     "Notes" shall mean, collectively, the Master Notes and the Term Notes.

     "Obligations" means all Debts of each Credit Party,  whether existing on or
after the  Closing  Date,  whether  joint or several,  absolute  or  contingent,
primary or secondary,  as maker, endorser,  surety,  guarantor or otherwise,  to
Lender,  including,  without  limitation,  (i) all Debts evidenced,  incurred or
arising  from to time under this  Agreement,  the Notes or any of the other Loan
Documents,  including principal,  interest,  fees, costs, guarantees (including,
without limitation,  the guaranty by the U.S. Borrower of the Obligations of the
Canadian Borrower and the German Borrower  hereunder),  indemnification  amounts
and any amounts for which any Credit Party is required to reimburse  the Lender,
whether under Section 9.6 or otherwise;  and any and all  extensions or renewals
thereof in whole or in part;  and (ii) all Debts in  respect  of Bank  Products,
including,  without limitation,  in respect of any early termination or breakage
fees, costs or expenses associated with the termination of any Bank Products.
<PAGE>

     "Override Borrowing  Limitation" shall mean the lesser of (a) the Borrowing
Base or (b) the sum of (i) the U.S. Line of Credit Limit plus (ii) the Temporary
Line of Credit Limit,  plus (iii) the Dollar  Equivalent of the Canadian Line of
Credit Limit plus (iv) the Dollar Equivalent of the German Line of Credit Limit,
each as in effect from time to time.

     "Payment  Dates"  shall  mean the first  (1st) day of each of the months of
March, June, September and December in each calendar year, commencing with March
1, 2001.

     "Permitted  Encumbrances"  shall  mean (i)  Liens for taxes not yet due and
payable  or being  actively  contested  as  permitted  by this  Agreement;  (ii)
carriers', warehousemen's mechanics',  materialmen's,  repairmen's or other like
Liens arising in the ordinary  course of business,  payment for which is not yet
due or which are being  actively  contested  in good  faith and by  appropriate,
lawful  proceedings,  but only if such  Liens  are and  remain  junior  to Liens
granted in favor of  Lender;  (iii)  pledges  or  deposits  in  connection  with
worker's   compensation,   unemployment  insurance  and  other  social  security
legislation;  (iv)  deposits to secure the  performance  of  utilities,  leases,
statutory  obligations  and surety and appeal bonds and other  obligations  of a
like nature arising by statute or under  customary  terms  regarding  depository
relationships  on  deposits  held  by  financial   institutions  with  whom  the
applicable  Credit  Party  has  a  banker-customer  relationship;   (v)  typical
restrictions  imposed by licenses and leases of software (including location and
transfer  restrictions);  (vi) Liens pursuant to Capital Leases  existing on the
date hereof and disclosed on Schedule 1.1B;  (vii)  additional Liens pursuant to
Capital  Leases and Purchase  Money Liens if and to the extent that  pursuant to
Section 5.2  Borrower  is  permitted  to incur the Debt  arising  thereunder  or
secured  thereby;  (viii) Foreign Credit Facility Liens; and (ix) Liens in favor
of Lender.

     "Person"  shall  mean any  individual,  partnership,  corporation,  limited
liability company, joint venture, joint stock company, trust,  governmental unit
or other entity.

     "Portuguese  Subsidiary"  shall  mean  Immucor  Portugal,  Lda,  a  company
organized under the laws of Portugal.

     "Prime  Borrowings"  shall mean those  Borrowings  which  Borrower  elects,
pursuant to Section  2.2.1,  to bear interest at a rate per annum  determined by
reference to the Prime Rate.

     "Prime Rate" refers to that interest rate so denominated  and set by Lender
from time to time as an interest  rate basis for  borrowings.  The Prime Rate is
but one of several interest rate bases used by Lender.  Lender extends credit at
interest rates above and below the Prime Rate.

     "Principal  Officers" shall mean Edward L. Gallup, Ralph A. Eatz and Steven
C. Ramsey.

     "Purchase  Money  Lien"  shall  mean any Lien  granted by  Borrower  or any
Subsidiary from time to time to vendors or financiers of equipment to secure the
payment of the purchase  price  thereof so long as (i) such Liens extend only to
the specific  equipment so  purchased,  (ii) secure only such  deferred  payment
obligation and related  interest,  fees and charges and no other Debt, and (iii)
are  promptly  released  upon the  payment  in full of such  purchase  price and
related interest, fees and charges.

     "Restricted Investment" shall mean any investment in cash or by delivery of
property to any Person,  whether by acquisition of stock,  indebtedness or other
obligation  or  security,  or by  loan,  advance  or  capital  contribution,  or
otherwise, or in any property, or the acquisition of all or substantially all of
the assets of any Person, except that investments  consisting of or acquisitions
of the following  shall not constitute  "Restricted  Investments":  (i) property
used or to be used in the  ordinary  course of  business;  (ii)  current  assets
arising  from the sale of goods or the  provision  of services  in the  ordinary
course of  business;  and (iii)  loans or  advances  to  employees  for  salary,
commissions, travel or the like, made in the ordinary course of business.

     "Second  Belgian   Subsidiary"  shall  mean  Immucor  Belgium  S.A.,  f/k/a
Medichim, S.A., a company organized under the laws of Belgium.
<PAGE>

     "Security  Agreement" shall mean that certain Security Agreement,  dated as
of the Closing Date, made by the U.S. Borrower,  Gamma, Gamma  International and
BCA in favor of Lender (which  constitutes an amendment and  restatement of that
certain  Security  Agreement,  dated as of  December  5, 2000,  made by the U.S.
Borrower,  Gamma and Gamma  International  in favor of  Lender),  as  amended or
supplemented from time to time.

     "Stock  Pledge  Agreement"  shall mean,  collectively,  that certain  Stock
Pledge  Agreement,  dated as of October 27, 1998,  made by the U.S.  Borrower in
favor of Lender,  relative to stock of the Canadian  Borrower,  the Share Pledge
Agreement,  dated as of December 17, 1998, made by the U.S. Borrower in favor of
Lender, relative to stock of the German Borrower, that certain Deed of Pledge of
Registered Shares in a Private Company with Limited  Liability,  dated as of May
12,  1999,  made by Gamma in favor of  Lender,  relative  to stock of the  Dutch
Subsidiary, that certain Stock Pledge Agreement, dated as of even date herewith,
made by  Gamma  in favor of  Lender,  relative  to stock of Gamma  International
(which  constitutes  an amendment and  restatement  of that certain Stock Pledge
Agreement, dated as of May 7, 1999, made by Gamma in favor of Lender relative to
such  stock),  that  certain  Stock  Pledge  Agreement,  dated  as of even  date
herewith, made by the U.S. Borrower in favor of Lender, relative to stock of BCA
(which  constitutes  an amendment and  restatement  of that certain Stock Pledge
Agreement,  dated as of April 30,  1999,  made by the U.S.  Borrower in favor of
Lender relative to such stock), that certain Stock Pledge Agreement, dated as of
April 30, 1999, made by the U.S. Borrower in favor of Lender,  relative to stock
of the Barbados Subsidiary, that certain Share Pledge Agreement, dated as of May
7, 1999, made by the U.S. Borrower in favor of Lender,  relative to stock of the
Belgian Subsidiary,  that certain Stock Pledge Agreement,  dated as of even date
herewith, made by the U.S. Borrower in favor of Lender, relative to the stock of
Gamma,  and any other stock  pledge  agreement  executed by any Credit  Party in
favor of Lender,  in each case,  as amended or  supplemented  from time to time.
Each Stock Pledge Agreement is or shall be in substantially  the form of Exhibit
D-2; unless otherwise approved by Lender.

     "Spanish  Subsidiary"  shall mean Immucor,  S.L., a company organized under
the laws of Spain.

     "Subsidiary"  shall mean any corporation,  partnership,  limited  liability
company,  business  association or other entity (including any Subsidiary of any
of the foregoing) of which the U.S. Borrower owns, directly or indirectly, fifty
percent  (50%) or more of the capital  stock or other  equity  interests  having
ordinary  power for the  election  of  directors  or others  performing  similar
functions.

     "Temporary Line of Credit" shall refer to the line of credit made available
by Lender to the U.S. Borrower pursuant to the provisions of Section 2.1.2.

     "Temporary  Line  of  Credit  Limit"  shall  mean  $2,000,000,  subject  to
reduction by the U.S. Borrower pursuant to Section 2.1.2.

     "Temporary  Line of Credit  Termination  Date"  shall mean the  earliest to
occur of the  following  dates:  (i) the date on which  pursuant  to  Section 8,
Lender  terminates the Temporary Line of Credit (or the Temporary Line of Credit
is deemed automatically  terminated  subsequent to the occurrence of an Event of
Default), (ii) the effective date of the U.S. Borrower's irrevocable termination
of the U.S. Line of Credit pursuant to Section 2.1.2; or (iii) October 31, 2001.

     "Temporary  Master Note" shall mean the master promissory note of even date
herewith,  made  by the  U.S.  Borrower  in  favor  of  Lender,  as  amended  or
supplemented  from  time to time,  in a  stated  principal  amount  equal to the
Temporary  Line of  Credit,  evidencing  Advances  to be  obtained  by the  U.S.
Borrower  under the  Temporary  Line of Credit,  together  with any  renewals or
extensions  thereof,  in whole or in part.  The  Temporary  Master Note shall be
substantially in the form of Exhibit A, with appropriate insertions.

     "Term  Loan A"  shall  mean  the  term  loan  in the  principal  amount  of
$20,000,000 to be made by Lender to the U.S. Borrower pursuant to the provisions
of Section 2.1.6.

     "Term  Loan B"  shall  mean  the  term  loan  in the  principal  amount  of
$6,000,000 to be made by Lender to the U.S.  Borrower pursuant to the provisions
of Section 2.1.7.
<PAGE>

     "Term  Loans" shall mean,  collectively,  the Term Loan A, the Term Loan B,
and the CAD Term Loan.

     "Term  Note A" shall  mean the term  promissory  note,  dated of even  date
herewith,  made  by the  U.S.  Borrower  in  favor  of  Lender,  as  amended  or
supplemented  from  time to time,  in a  stated  principal  amount  equal to the
principal  amount of Term  Loan A,  together  with any  renewals  or  extensions
thereof,  in whole or in part. Term Note A shall be substantially in the form of
Exhibit C-1.

     "Term  Note B" shall  mean the term  promissory  note,  dated of even  date
herewith,  made  by the  U.S.  Borrower  in  favor  of  Lender,  as  amended  or
supplemented  from  time to time,  in a  stated  principal  amount  equal to the
principal  amount of Term  Loan B,  together  with any  renewals  or  extensions
thereof,  in whole or in part. Term Note B shall be substantially in the form of
Exhibit C-2.

     "Term Notes" shall mean, collectively, the Term Note A, the Term Note B and
the CAD Term Note.

     "UCC" shall mean the Uniform  Commercial  Code as in effect in the State of
Georgia from time to time.

     "U.S.  Borrower"  shall mean the meaning given to such term in the preamble
to this Agreement.

     "U.S.  Line of Credit" shall refer to the line of credit made  available by
Lender to the U.S. Borrower pursuant to the provisions of Section 2.1.2.

     "U.S. Line of Credit Limit" shall mean $7,000,000,  subject to reduction by
the U.S. Borrower pursuant to Section 2.1.1.

     "U.S. Line of Credit  Termination Date" shall mean the earliest to occur of
the  following  dates:  (i) the date on which  pursuant  to  Section  8,  Lender
terminates  the U.S.  Line of  Credit  (or the U.S.  Line of  Credit  is  deemed
automatically  terminated  subsequent to the occurrence of an Event of Default),
(ii) the effective date of the U.S.  Borrower's  irrevocable  termination of the
U.S. Line of Credit pursuant to Section 2.1.1; or (iii) February 28, 2003.

     "U.S.  Loan  Agreement"  shall have the  meaning  given to such term in the
recitals to this Agreement.

     "U.S.  Master Note" shall mean the master  promissory  note,  dated of even
date  herewith,  made by the U.S.  Borrower  in favor of  Lender,  as amended or
supplemented  from time to time, in a stated  principal amount equal to the U.S.
Line of Credit Limit,  evidencing  Advances to be obtained by the U.S.  Borrower
under the U.S. Line of Credit, together with any renewals or extensions thereof,
in whole or in part. The U.S. Master Note shall be  substantially in the form of
Exhibit A, with appropriate insertions.

     1.2 Use of  Defined  Terms.  All terms  defined in this  Agreement  and the
Exhibits  thereto  shall have the same defined  meanings  when used in any other
Loan Documents,  unless  otherwise  defined therein or the context shall require
otherwise.

     1.3 Accounting Terms. All accounting terms not specifically  defined herein
shall have the meanings generally attributed to such terms under GAAP.

     1.4 UCC  Terms.  All  other  undefined  terms  shall,  unless  the  context
indicates otherwise, have the meanings provided for by the UCC to the extent the
same are used or defined therein.

     1.5 Terminology. All personal pronouns used in this Agreement, whether used
in the masculine,  feminine or neuter  gender,  shall include all other genders;
the  singular  shall  include  the  plural,  and the plural  shall  include  the
singular.  Titles of Articles and Sections in this Agreement are for convenience
only,  and neither limit nor amplify the provisions of this  Agreement,  and all
references in this  Agreement to Articles,  Sections,  Subsections,  paragraphs,
clauses,  subclauses,  Exhibits or Supplements  shall refer to the corresponding
Article,  Section,  Subsection,  paragraph,  clause, subclause of, or Exhibit or
Supplement attached to, this Agreement, unless specific reference is made to the
articles,  sections  or other  subdivisions  of, or  Exhibit or  Supplement  to,
<PAGE>

another document or instrument.  Wherever in this Agreement reference is made to
any instrument,  agreement or other document, including, without limitation, any
of the Loan  Documents,  such reference  shall be understood to mean and include
any and all amendments or supplements  thereto or  modifications,  restatements,
replacements,  renewals  or  extensions  thereof.  Wherever  in  this  Agreement
reference is made to any statute, such reference shall be understood to mean and
include any and all amendments thereof and all regulations  promulgated pursuant
thereto.  Whenever any matter set forth herein or in any Loan  Document is to be
consented to or  satisfactory to Lender,  or is to be determined,  calculated or
approved by Lender,  then, unless otherwise expressly set forth herein or in any
such Loan Document, such consent,  satisfaction,  determination,  calculation or
approval  shall be in Lender's  sole  discretion,  exercised  in good faith and,
where  required  by law,  in a  commercially  reasonable  manner,  and  shall be
conclusive absent manifest error.

     1.6  Exhibits.  All  Exhibits  attached  hereto  are  by  reference  made a
parthereof.


     2. FINANCING

     2.1 Extensions of Credit.

     2.1.1 U.S.  Line of Credit.  Subject  to the terms and  conditions  of this
Agreement,  Lender  agrees to open the U.S.  Line of Credit in favor of the U.S.
Borrower so that, during the period from the Closing Date to, but not including,
the U.S. Line of Credit  Termination Date, the U.S.  Borrower may borrow,  repay
and reborrow  Advances  under the U.S. Line of Credit up to a maximum  aggregate
principal  amount  outstanding  at any one time equal to the U.S. Line of Credit
Limit as then in effect; subject,  however, to the further limitations set forth
in Section 2.1.5.  All proceeds so obtained under the U.S. Line of Credit may be
used by the  U.S.  Borrower  for  working  capital  in such  manner  as the U.S.
Borrower may elect in the ordinary course of its business operations.  The Debts
arising from Advances made to or on behalf of the U.S.  Borrower  under the U.S.
Line of Credit  shall be  evidenced  by the U.S.  Master  Note,  which  shall be
executed by the U.S.  Borrower and delivered to Lender on the Closing Date.  The
outstanding  principal amount of the U.S. Master Note may fluctuate from time to
time,  but  shall  be due  and  payable  in  full on the  U.S.  Line  of  Credit
Termination Date, and each Advance  thereunder shall bear interest from the date
of such  Advance  until  paid in full at the  Applicable  Rate,  calculated  and
payable  in the  manner  described  in Section  2.2.1.  Subject to any  contrary
provisions of Section 2.2.1 in respect of LIBOR  Borrowings,  the U.S.  Borrower
shall  have the  option to  request  Advances  under the U.S.  Line of Credit by
telephone  or in a  writing  delivered  to  Lender  not later  than  11:00  a.m.
(Atlanta, Georgia time) on the date of the requested Advance; provided, however,
that any  telephone  request  shall be confirmed in a writing not later than the
Business Day  following the  disbursement  of the  requested  Advance.  The U.S.
Borrower may, on not less than five (5) Business  Days prior  written  notice to
Lender,  irrevocably terminate the U.S. Line of Credit or irrevocably reduce the
amount of the U.S. Line of Credit Limit,  but in the case of any such  reduction
the U.S. Borrower shall prepay the Advances under the U.S. Line of Credit to the
extent the aggregate outstanding principal balance thereof exceeds the amount of
the U.S.  Line of Credit  Limit as so  reduced.  The U.S.  Line of Credit  shall
constitute  an  extension  and  renewal of the "Line of Credit" (as that term is
defined in the U.S. Loan Agreement).

     2.1.2 Temporary Line of Credit. Subject to the terms and conditions of this
Agreement,  Lender agrees to open the  Temporary  Line of Credit in favor of the
U.S.  Borrower  so that,  during the period  from the  Closing  Date to, but not
including,  the Temporary Line of Credit Termination Date, the U.S. Borrower may
borrow,  repay and reborrow  Advances under the Temporary Line of Credit up to a
maximum  aggregate  principal  amount  outstanding  at any one time equal to the
Temporary  Line of Credit  Limit as then in  effect;  subject,  however,  to the
further  limitations set forth in Section 2.1.5.  All proceeds so obtained under
the  Temporary  Line of  Credit  may be used by the U.S.  Borrower  for  working
capital in such manner as the U.S.  Borrower may elect in the ordinary course of
its business operations. The Debts arising from Advances made to or on behalf of
the U.S.  Borrower  under the Temporary Line of Credit shall be evidenced by the
Temporary  Master  Note,  which  shall  be  executed  by the U.S.  Borrower  and
delivered to Lender on the Closing Date. The outstanding principal amount of the
Temporary  Master  Note may  fluctuate  from time to time,  but shall be due and
payable  in full on the  Temporary  Line of Credit  Termination  Date,  and each
Advance  thereunder shall bear interest from the date of such Advance until paid
in full at the Applicable  Rate,  calculated and payable in the manner described
in Section 2.2.1. Subject to any contrary provisions of Section 2.2.1 in respect
of LIBOR Borrowings, the U.S. Borrower shall have the option to request Advances
under the  Temporary  Line of Credit by telephone  or in a writing  delivered to
Lender  not later than 11:00  a.m.  (Atlanta,  Georgia  time) on the date of the
<PAGE>

requested  Advance;  provided,  however,  that any  telephone  request  shall be
confirmed  in  a  writing  not  later  than  the  Business  Day   following  the
disbursement of the requested  Advance.  The U.S. Borrower may, on not less than
five (5) Business Days prior written notice to Lender, irrevocably terminate the
Temporary Line of Credit or irrevocably  reduce the amount of the Temporary Line
of Credit Limit,  but in the case of any such reduction the U.S.  Borrower shall
prepay  the  Advances  under the  Temporary  Line of Credit  to the  extent  the
aggregate  outstanding  principal  balance  thereof  exceeds  the  amount of the
Temporary Line of Credit Limit as so reduced. Notwithstanding anything contained
herein  to the  contrary,  the U.S.  Borrower  shall  have no  rights  to obtain
Advances  under the Temporary  Line of Credit  unless it has first  obtained all
Advances available under the U.S. Line of Credit.

     2.1.3 Canadian Line of Credit.  Subject to the terms and conditions of this
Agreement,  Lender  agrees to open the  Canadian  Line of Credit in favor of the
Canadian  Borrower so that,  during the period from the Closing Date to, but not
including,  Canadian Line of Credit  Termination Date, the Canadian Borrower may
borrow,  repay and reborrow  Advances  under the Canadian Line of Credit up to a
maximum  aggregate  principal  amount  outstanding  at any one time equal to the
Canadian  Line of  Credit  Limit as then in  effect;  subject,  however,  to the
further  limitations set forth in Section 2.1.5.  All proceeds so obtained under
the  Canadian  Line of Credit may be used by the  Canadian  Borrower for working
capital in such manner as the Canadian Borrower may elect in the ordinary course
of its business operations. The Debts arising from Advances made to or on behalf
of the Canadian Borrower under the Canadian Line of Credit shall be evidenced by
the Canadian Master Note,  which shall be executed by the Canadian  Borrower and
delivered to Lender on the Closing Date. The outstanding principal amount of the
Canadian  Master  Note may  fluctuate  from  time to time,  but shall be due and
payable  in full on the  Canadian  Line of  Credit  Termination  Date,  and each
Advance  thereunder shall bear interest from the date of such Advance until paid
in full at the Applicable  Rate,  calculated and payable in the manner described
in Section 2.2.1. Subject to any contrary provisions of Section 2.2.1 in respect
of LIBOR  Borrowings,  the  Canadian  Borrower  shall have the option to request
Advances  under  the  Canadian  Line of  Credit  by  telephone  or in a  writing
delivered  to Lender not later than 11:00 a.m.  (Atlanta,  Georgia  time) on the
date of the requested  Advance;  provided,  however,  that any telephone request
shall be confirmed in a writing not later than the  Business Day  following  the
disbursement of the requested  Advance.  The Canadian  Borrower may, on not less
than  five (5)  Business  Days  prior  written  notice  to  Lender,  irrevocably
terminate  the Canadian Line of Credit or  irrevocably  reduce the amount of the
Canadian  Line of  Credit  Limit,  but in the  case of any  such  reduction  the
Canadian Borrower shall prepay the Advances under the Canadian Line of Credit to
the extent the  aggregate  outstanding  principal  balance  thereof  exceeds the
amount of the Canadian Line of Credit Limit as so reduced.  The Canadian Line of
Credit  shall  constitute  an  extension  and renewal of the line of credit made
available  by Lender to the  Canadian  Borrower  pursuant to the  Canadian  Loan
Agreement.

     2.1.4 German Line of Credit.  Subject to the terms and  conditions  of this
Agreement,  Lender  agrees  to open the  German  Line of  Credit in favor of the
German  Borrower so that,  during the period  from the Closing  Date to, but not
including,  the German Line of Credit  Termination Date, the German Borrower may
borrow,  repay and reborrow Advances up to a maximum aggregate  principal amount
outstanding  at any one time equal to the German Line of Credit Limit as then in
effect; subject, however, to the further limitations set forth in Section 2.1.5.
All  proceeds  so  obtained  under the German  Line of Credit may be used by the
German  Borrower for working  capital in such manner as the German  Borrower may
elect in the ordinary course of its business operations.  The Debts arising from
Advances  made to or on behalf of the German  Borrower  under the German Line of
Credit shall be evidenced by the German Master Note,  which shall be executed by
the German Borrower and delivered to Lender on the Closing Date. The outstanding
principal  amount of the German Master Note may fluctuate from time to time, but
shall be due and payable in full on the German Line of Credit  Termination Date,
and each Advance  thereunder  shall bear  interest from the date of such Advance
until paid in full at the Applicable Rate,  calculated and payable in the manner
described in Section 2.2.1.  Subject to any contrary provisions of Section 2.2.1
in respect of LIBOR  Borrowings,  the German  Borrower  shall have the option to
request  Advances  under the German Line of Credit by  telephone or in a writing
delivered  to Lender not later than 11:00 a.m.  (Atlanta,  Georgia  time) on the
date of the requested  Advance;  provided,  however,  that any telephone request
shall be confirmed in a writing not later than the  Business Day  following  the
disbursement of the requested Advance. The German Borrower may, on not less than
five (5) Business Days prior written notice to Lender, irrevocably terminate the
German  Line of Credit or  irrevocably  reduce the amount of the German  Line of
Credit Limit,  but in the case of any such  reduction the German  Borrower shall
prepay the Advances  under the German Line of Credit to the extent the aggregate
outstanding  principal  balance thereof exceeds the amount of the German Line of
Credit  Limit as so  reduced.  The German  Line of Credit  shall  constitute  an
extension  and  renewal of the line of credit  made  available  by Lender to the
German Borrower pursuant to the German Loan Agreement.

     2.1.5   Aggregate   Limitation   on   Advances   Under   Lines  of  Credit.
Notwithstanding anything contained herein to the contrary, the Dollar Equivalent
of the aggregate  amount of Advances  outstanding to Borrower under the Lines of
Credit,  shall  not at any time  exceed  the  amount of the  Override  Borrowing
Limitation.  If at any time the Dollar Equivalent of the aggregate amount of the
Advances  outstanding to Borrower under the Lines of Credit exceeds the Override
Borrowing Limitation,  Borrower shall immediately repay or prepay such principal
amount of Advances as may be  necessary so that after such  payment,  the Dollar
Equivalent of the  aggregate  unpaid  principal  amount of the Advances does not
exceed the Override Borrowing Limitation.

     2.1.6 Term Loan A. Subject to the terms and  conditions of this  Agreement,
on the Closing Date, Lender shall make the Term Loan A to the U.S. Borrower. The
debt  arising from the making of Term Note A shall be evidenced by the Term Note
A, which shall be executed by the U.S.  Borrower and  delivered to Lender on the
date  hereof.  The  principal  amount of Term Loan A shall be repaid by the U.S.
Borrower in twenty (20) quarterly  installments on each Payment Date, commencing
on March 1, 2001, the first four (4) of which shall be in the amount of $375,000
each, the next four (4) of which shall be in the amount of $875,000 each and the
next twelve (12) of which shall be in the amount of $1,250,000  each;  provided,
however,  that the final such installment,  due and payable on December 1, 2005,
shall be in such  amount  as is  required  to pay in full the  unpaid  principal
balance of Term Loan A, together with all accrued and unpaid  interest  thereon.
Term Loan A shall bear interest at the Applicable  Rate,  calculated and payable
in the manner  described  in Section  2.2.1,  from the date hereof on the unpaid
principal  amount  thereof  from  time to time  outstanding.  Term Loan A may be
prepaid, in whole or in part, by the U.S. Borrower,  at any time or from time to
time hereafter following  prepayment in full of Term Loan B; provided,  however,
that any  partial  payment  of Term  Loan A shall be  applied  by  Lender in the
inverse order of the maturities of the principal installments of the Term Loan A
then remaining to be paid.

     2.1.7 Term Loan B. Subject to the terms and  conditions of this  Agreement,
on the Closing Date, Lender shall make the Term Loan B to the U.S. Borrower. The
debt  arising  from  the  making  of Term  Loan B shall be  evidenced  by a term
promissory  note,  dated  as of  even  date  herewith,  in  form  and  substance
satisfactory to Lender,  in the stated principal amount equal to the Term Loan B
(as amended or supplemented from time to time and together with any renewals and
extensions  thereof,  the "Term Note B"),  which  shall be  executed by the U.S.
Borrower and  delivered to Lender on the date hereof.  The  principal  amount of
Term Loan B, together with all accrued and unpaid interest thereon, shall be due
and payable in full on December 1, 2005.  Term Loan B shall bear interest at the
Applicable  Rate,  calculated and payable in the manner described in Section 2.2
of the U.S. Loan Agreement,  from the date hereof on the unpaid principal amount
thereof from time to time outstanding.  Term Loan B may be prepaid,  in whole or
in part, by the U.S.  Borrower at any time or from time to time  hereafter.  The
proceeds of the Term Loan A and the Term Loan B shall be used to  refinance  the
outstanding  principal balances of the "Acquisition Term Loans," the "Additional
Term Loans",  the "Second  Additional Term Loan" and the "Fourth Additional Term
Loans" (as those terms are  defined in the U.S.  Loan  Agreement),  and the Term
Loan A and the Term Loan B shall  constitute  restructurings  of, and extensions
and renewals of, the Acquisition  Term Loans,  the Additional Term Loans and the
Second Additional Term Loans and the Fourth Additional Term Loans.

     2.1.8 CAD Term Loan. The outstanding principal balance of the CAD Term Loan
shall continue to be repaid by the U.S.  Borrower in quarterly  installments  in
accordance  with the  amortization  schedule  set  forth  in the CAD Term  Note;
provided, however, that the final such installment,  due and payable on December
1,  2002,  shall be in such  amount  as is  required  to pay in full the  unpaid
principal  balance of the CAD Term Loan,  together  with all  accrued and unpaid
interest thereon.  The CAD Term Loan shall bear interest at the Applicable Rate,
calculated and payable in the manner  described in Section 2.2.1,  from the date
hereof on the unpaid principal amount thereof from time to time outstanding. The
CAD Term Loan may be prepaid,  in whole or in part, by the U.S.  Borrower at any
time or from time to time  hereafter  following  prepayment  in full of the Term
Loan A and the Term Loan B; provided,  however,  that any partial  prepayment of
the CAD Term  Loan  shall be  applied  by  Lender  in the  inverse  order of the
maturities of the  principal  installments  of the CAD Term Loan then  remaining
unpaid.  On the Closing  Date,  the U.S.  Borrower  shall execute and deliver to
Lender the CAD Term Note to evidence its  continuing  obligations  in respect of
the CAD Term Loan.
<PAGE>

     2.2 Interest and Other Charges.

     2.2.1  Interest at  Applicable  Rate.  Lender and  Borrower  agree that the
interest rate payable on each Loan (herein called the  "Applicable  Rate") shall
be determined as follows:

     (a) Applicable Rate. The outstanding  principal balance of each Loan (other
than Advances under the Canadian Line of Credit,  Advances under the German Line
of Credit and the CAD Term Loan), or each  outstanding  portion  thereof,  shall
bear interest  initially at a rate per annum equal to either: (i) the Prime Rate
in the  case of that  portion  of such  Loan at any  time  constituting  a Prime
Borrowing  or (ii)  subject  to the  conditions  and  limitations  set  forth in
subsection (c) below,  the LIBOR Rate plus the Applicable  Margin in the case of
that portion of such Loan at any time  constituting a LIBOR Borrowing;  subject,
however,  in each case, to adjustment as provided in subsection  (b) below.  The
outstanding  principal  balance of Advances  under the Canadian  Line of Credit,
Advances  under  the  German  Line of  Credit  and the CAD  Term  Loan,  or each
outstanding portion thereof, subject to the conditions and limitations set forth
in subsection  (c) below,  shall bear interest at a rate per annum rate equal to
the LIBOR Rate plus the Applicable Margin,  subject to adjustment as provided in
subsection (b) below.

     (b) Applicable  Margin.  The "Applicable  Margin" shall mean as of February
23, 2001 a rate per annum equal to, with respect to Advances  under the Lines of
Credit,  the Term Loan A and the CAD Term Loan,  325 basis  points  (3.25%) and,
with respect to the Term Loan B, 375 basis points  (3.75%),  and the  Applicable
Margin shall be subject to subsequent adjustment,  up or down, based on the U.S.
Borrower's  financial  performance,   determined  by  reference  to  the  Funded
Debt/EBITDA Ratio, measured quarterly; that is, if the Funded Debt/EBITDA Ratio,
measured for each Fiscal Quarter of the U.S. Borrower, commencing with the first
Fiscal  Quarter  ending  after the Closing  Date,  is as  described  below,  the
Applicable Margin shall be the margin appearing opposite said Funded Debt/EBITDA
Ratio:

<TABLE>
                                                                           Applicable Margin
<CAPTION>
                                                                Lines of
                                                                 Credit,
                                                             Term Loan A and
                              Funded Debt/                    CAD Term Loan
    LEVEL                     EBITDA Ratio                                                   Term Loan B
    -----                     ------------                   ----------------                -----------
     <S>                     <C>                                  <C>                           <C>
      I                        <=2.50:1.00                        2.00%                         2.50%

      II                     >2.50:1.00, but                      2.25%                         2.75%
                               <= 2.75:1.00

     III                       >2.75:1.00                         2.50%                         3.00%
                             but <=3.00:1.00

      IV                       >3.00:1.00                         3.00%                         3.50%
                             but <=3.50:1.00
                                 -
      V                        >3.50:1.00                         3.25%                         3.75%

</TABLE>

     Lender shall determine  whether any adjustment to the Applicable  Margin is
to be made quarterly, based on the U.S. Borrower's financial statements for each
Fiscal  Quarter  delivered to Lender  pursuant to Section 4.2;  provided that if
such financial statements are not timely delivered to Lender, then an adjustment
to the  Applicable  Margin  shall be made based on an assumed  delivery  of said
financial  statements  reflecting  a Funded  Debt/EBITDA  Ratio of greater  than
3.5:1.0;  provided  further  if  any  Default  Condition  shall  then  exist  no
adjustment  downward shall occur to the Applicable Margin  hereunder.  Each such
adjustment to the Applicable  Margin shall become  effective as of the first day
of the calendar month following the date on which such financial  statements are
delivered (or deemed delivered) to Lender, and shall remain effective unless and
until any subsequent  adjustment  becomes effective in accordance with the terms
of this  Section  2.2.1(b).  Each  such  adjustment  shall  apply  only to LIBOR
Borrowings made (including  conversions  and  continuations)  within such period
(but not to any then existing).  In the event that the annual audited  financial
statements of the U.S. Borrower for any Fiscal Year shall require restatement of
financial  statements of the U.S. Borrower and such restatement shall effect the
Funded  Debt/EBITDA Ratio and would have required a different  Applicable Margin
to be in effect for prior  periods,  then  Lender,  at its  option,  may require
Borrower to make additional payments of interest for such prior periods.
<PAGE>


     (c) Conditions and  Limitations  on LIBOR  Borrowings.  Each Borrower shall
have the continuing right to elect that Loans to it under this Agreement be made
as,  continued  as, or  converted  into LIBOR  Borrowings  or Prime  Borrowings;
subject,  however,  to the following  conditions and  limitations:  (i) the U.S.
Borrower  shall have no right,  with respect to Advances  under the U.S. Line of
Credit,  the  Temporary  Line of Credit,  the Term Loan A or the Term Loan B, to
obtain a LIBOR Borrowing or to convert Prime  Borrowings to LIBOR  Borrowings if
an Event of Default or Default  Condition  exists;  (ii) Borrower must request a
LIBOR  Borrowing,  specifying  the amount  thereof and the  applicable  Interest
Period,  at least three (3) Business  Days in advance of the intended  borrowing
date;  (iii) no more than three (3) LIBOR  Borrowings under each Line of Credit,
the Term Loan A, the Term Loan B and the CAD Term  Loan may be  obtained  at any
time; (iv) LIBOR Borrowings must be in minimum amounts of $500,000,  in the case
of LIBOR Borrowings under the U.S. Line of Credit, the Temporary Line of Credit,
the  Term  Loan A and the  Term  Loan  B,  500,000  CAD,  in the  case of  LIBOR
Borrowings  under the Canadian Line of Credit and the CAD Term Loan, and 500,000
DM, in the case of LIBOR Borrowings under the German Line of Credit, or integral
multiples  thereof,  in each case, (iv) the Interest Period for LIBOR Borrowings
in respect of the U.S.  Line of Credit shall not exceed the U.S.  Line of Credit
Termination Date; (v) the Interest Period for LIBOR Borrowings in respect of the
Canadian Line of Credit shall not exceed the Canadian Line of Credit Termination
Date;  (vi) the Interest  Period for LIBOR  Borrowings  in respect of the German
Line of Credit  shall not  exceed the German  Line of Credit  Termination  Date;
(vii) the Interest Period for LIBOR  Borrowings in respect of the Temporary Line
of Credit shall not exceed the Temporary Line of Credit Termination Date; (viii)
the Interest  Periods for, and aggregate  amount of, LIBOR Borrowings in respect
of the Term  Loans  must be  consistent  with,  and not  exceed,  the  scheduled
principal  amortization  thereof;  (ix) if on or prior to the  first  day of any
Interest Period,  Lender determines that deposits in Dollars,  CAD or DM (in the
applicable amounts), as applicable, are not being offered in the relevant market
for such Interest  Period or that any LIBOR Rate will not  adequately and fairly
reflect the cost to Lender of funding any relevant  borrowings for such Interest
Period, then, Lender shall forthwith give notice thereof to Borrower, whereupon,
until  Lender  notifies  Borrower  that the  circumstances  giving  rise to such
suspension no longer  exist,  the  obligation  of Lender to make the  applicable
LIBOR  Borrowings  available to Borrower shall be suspended,  all relevant Loans
thereafter (other than Advances under the German Line of Credit,  Advances under
the  Canadian  Line of  Credit  and the CAD  Term  Loan)  shall be made as Prime
Borrowings  and,  with  respect to  Advances  under the  German  Line of Credit,
Advances  under the Canadian Line of Credit and the CAD Term Loan,  Lender shall
designate  a  substitute  index  for  calculation  of the  interest  rate  which
adequately  and  fairly  reflects  the cost to Lender of funding  such  Advances
and/or  the CAD Term Loan,  and Loans  made  thereunder  shall  thereafter  bear
interest at a per annum rate equal to such index plus the Applicable Margin; (x)
if, at any time,  a change of law, or  compliance  by Lender with any request or
directive (whether or not having the force of law) of any governmental authority
shall make it unlawful or impracticable  for Lender to make available,  maintain
or fund any LIBOR Borrowings,  Lender shall forthwith give notice to such effect
to Borrower,  whereupon,  until Lender notifies  Borrower that the circumstances
giving rise to such suspension no longer exist, the obligation of Lender to make
such  Borrowings  available to Borrower  shall be suspended  and if Lender shall
determine  that it may not  lawfully  continue  to  maintain  and  fund any then
outstanding  Borrowings  to maturity and shall so specify in such  notice,  each
Borrowing, other than Advances under the Canadian Line of Credit, Advances under
the German Line of Credit and the CAD Term Loan, so affected  shall be converted
to a Prime Borrowing effective  immediately and Advances under the Canadian Line
of Credit,  Advances under the German Line of Credit and the CAD Term Loan shall
from the date of such notice bear interest at a per annum rate equal to an index
determined  by  Lender as set forth in clause  (ix)  above  plus the  Applicable
Margin;  (xi) unless the applicable Borrower has timely given Lender a notice of
LIBOR Borrowing required  hereinabove,  a LIBOR Borrowing (other than an Advance
under the Canadian Line of Credit, an Advance under the German Line of Credit or
the CAD Term  Loan)  shall  automatically  convert to a Prime  Borrowing  at the
expiration  of the  Interest  Period  corresponding  thereto;  (xii)  unless the
applicable  Borrower  has  timely  given  Lender  a notice  of  LIBOR  Borrowing
hereinabove,  a LIBOR  Borrowing  which is an Advance under the Canadian Line of
Credit, an Advance under the German Line of Credit or the CAD Term Loan shall be
continued as a LIBOR  Borrowing  having the same Interest  Period as the expired
Interest Period;  (xiii) no voluntary prepayment of any LIBOR Borrowing shall be
permitted  unless Lender has given its written consent  thereto;  and (xiv) upon
the request of Lender,  delivered  to a  Borrower,  such  Borrower  shall pay to
Lender such  amount or amounts as shall be  determined  by Lender in  connection
with the relevant  Interest Period as a result of: (A) any payment or prepayment
<PAGE>

of any LIBOR  Borrowing by such Borrower on a date other than the last day of an
Interest Period for such Borrowing, whether as a result of voluntary prepayment,
mandatory prepayment,  involuntary acceleration or otherwise; or (B) any failure
by the  Borrower to  undertake  any such LIBOR  Borrowing  on the date for which
notice of such Borrowing is specified by Borrower.  In the case of clause (xiv),
such sum shall include,  without  limitation,  an amount equal to the excess, if
any, of the amount of interest which would have accrued on the amount so paid or
prepaid or not prepaid or borrowed for the period from the date of such payment,
prepayment  or failure  to prepay or borrow to the last day of the then  current
Interest  Period for such  Borrowing  (or, in the case of a failure to prepay or
borrow, the Interest Period for such Borrowing which would have commenced on the
date of such failure to prepay or borrow) at the applicable rate of interest for
such Borrowing provided for herein over the amount of interest (as determined by
Lender in the reasonable  exercise of its discretion)  Lender would have paid on
deposits in Dollars of comparable amounts having terms comparable to such period
placed with it by leading banks in the London interbank market.

     (d) Payment of Interest.  Accrued  interest on each Prime  Borrowing at the
Applicable Rate shall be due and payable  quarterly in arrears,  on each Payment
Date.  Accrued  interest on each LIBOR Borrowing shall be due and payable at the
Applicable  Rate on the same dates as are  prescribed for the payment of accrued
interest on Prime  Borrowings,  and,  additionally,  at the  expiration  of each
Interest Period corresponding to such Borrowing.

     (e)  Calculation  of Interest and Fees.  Interest on each  Borrowing at the
Applicable Rate (and any fees described in Section 2.2.2 computed on a per annum
basis)  shall be  calculated  on the basis of a  360-day  year and  actual  days
elapsed.  The  Applicable  Rate on each Prime  Borrowing  shall change with each
change in the  Prime  Rate,  effective  as of the  opening  of  business  on the
Business Day of such change.

     (f)  Charging  Interest  and  Fees.  Accrued  and  unpaid  interest  on any
Borrowings (and any  outstanding  fees described in Section 2.2.2) may, when due
and payable,  be paid, at Lender's  option (without any obligation to do so), by
Lender's charging of the U.S. Line of Credit or the Temporary Line of Credit, in
the case of any  Borrowings,  the  Canadian  Line of Credit,  in the case of any
Borrowings  thereunder,  or the  German  Line  of  Credit,  in the  case  of any
Borrowings thereunder, for an Advance in the amount thereof.

     (g) Rate on Other  Obligations.  To the extent that, at any time, there are
other  Obligations  besides the Loans  which are  outstanding  and unpaid,  such
Obligations  shall,  unless  any  Note  evidencing  such  Obligations   provides
otherwise,  bear  interest at the same rate per annum as is then and  thereafter
payable on Prime Borrowings under the U.S. Line of Credit.

     2.2.2 Fees. In addition to the payment of interest at the Applicable  Rate,
Borrower shall also be obligated to pay Lender the following fees:

     (a) Loan Origination Fee. On the Closing Date, Borrower shall pay to Lender
a fully earned,  non-refundable  loan  origination fee in an amount equal to the
sum of (i) one-half of one percent  (.50%) of the sum of the U.S. Line of Credit
Limit plus the Dollar  Equivalent  of the Canadian Line of Credit Limit plus the
Dollar  Equivalent  of the German  Line of Credit  Limit plus the amount of Term
Loan A plus the Dollar Equivalent of the CAD Term Loan, plus (ii)  three-fourths
of one percent  (.75%) of the sum of the Temporary Line of Credit Limit plus the
amount of Term Loan B.

     (b)  Non-Usage  Fee. (i) As  additional  compensation  for Lender's  making
available to the U.S. Borrower the U.S. Line of Credit,  the U.S. Borrower shall
pay to Lender, in arrears, on each Payment Date prior to the U.S. Line of Credit
Termination  Date,  as well as on the U.S.  Line of Credit  Termination  Date, a
fully earned,  non-refundable  fee for the U.S.  Borrower's non-use of available
funds  under the U.S.  Line of  Credit,  in an amount  equal to the  "Applicable
Percentage"  (as defined below) per annum  (calculated on the basis of a 360-day
year for actual days  elapsed) of the  difference  between (x) the U.S.  Line of
Credit  Limit then in effect and (y) the  average  for the  consecutive  3-month
period ending on the day immediately preceding such Payment Date (or in the case
of such  payment due on the U.S.  Line of Credit  Termination  Date,  the period
commencing on the immediately preceding Payment Date and ending on the U.S. Line
of  Credit  Termination  Date) of the daily  closing  balance  of the  aggregate
Advances outstanding under the U.S. Line of Credit during such period.
<PAGE>

   (ii)  As   additional  compensation  for  Lender's  making available  to  the
U.S.  Borrower the  Temporary  Line of Credit,  the U.S.  Borrower  shall pay to
Lender,  in arrears,  on each Payment Date prior to the Temporary Line of Credit
Termination Date, as well as on the Temporary Line of Credit Termination Date, a
fully earned,  non-refundable  fee for the U.S.  Borrower's non-use of available
funds under the  Temporary  Line of Credit in an amount equal to the  Applicable
Percentage per annum  (calculated on the basis of a 360-day year for actual days
elapsed) of the  difference  between (x) the Temporary Line of Credit Limit then
in effect and (y) the average for the  consecutive  3-month period ending on the
day immediately  preceding such Payment Date (or in the case of such payment due
on the Temporary Line of Credit  Termination  Date, the period commencing on the
immediately  preceding  Payment Date and ending on the Temporary  Line of Credit
Termination  Date) of the  daily  closing  balance  of the  aggregate  Temporary
Advances outstanding under the Temporary Line of Credit during such period.

  (iii)  As   additional  compensation  for  Lender's  making available  to  the
Canadian  Borrower the Canadian Line of Credit,  the Canadian Borrower shall pay
to Lender, in arrears, on each Payment Date prior to the Canadian Line of Credit
Termination Date, as well as on the Canadian Line of Credit  Termination Date, a
fully  earned,  non-refundable  fee  for  the  Canadian  Borrower's  non-use  of
available  funds  under the  Canadian  Line of Credit in an amount  equal to the
Applicable  Percentage per annum  (calculated on the basis of a 360-day year for
actual days elapsed) of the difference  between (x) the Dollar Equivalent of the
Canadian  Line of  Credit  Limit  then in  effect  and (y) the  average  for the
consecutive 3-month period ending on the day immediately  preceding such Payment
Date  (or,  in the  case of such  payment  due on the  Canadian  Line of  Credit
Termination  Date, the period  commencing on the immediately  preceding  Payment
Date and ending on the Canadian Line of Credit  Termination  Date) of the Dollar
Equivalent of the daily closing balance of the aggregate Advances (as defined in
the Canadian  Loan  Agreement)  outstanding  under the  Canadian  Line of Credit
during such period.

  (iv)  As additional  compensation  for Lender's making available to the German
Borrower the German Line of Credit,  the German Borrower shall pay to Lender, in
arrears,  on each  Payment  Date prior to the German Line of Credit  Termination
Date, as well as on the German Line of Credit  Termination Date, a fully earned,
non-refundable  fee for the German  Borrower's  non-use of available funds under
the German Line of Credit in an amount equal to the  Applicable  Percentage  per
annum (calculated on the basis of a 360-day year for actual days elapsed) of the
difference  between (x) the Dollar Equivalent of the German Line of Credit Limit
then in effect and (y) the average for the consecutive  3-month period ending on
the day immediately preceding such Payment Date (or, in the case of such payment
due on the German Line of Credit  Termination Date, the period commencing on the
immediately  preceding  Payment  Date and  ending on the  German  Line of Credit
Termination  Date)  of the  daily  closing  balance  of the  aggregate  Advances
outstanding under the German Line of Credit during such period.

   (v)  For purposes hereof, the  term "Applicable  Percentage" shall mean as of
the Closing Date, one-half of one percent (.50%), and the Applicable  Percentage
shall  be  subject  to  subsequent  adjustment,  up or  down,  based on the U.S.
Borrower's  financial  performance,  on a quarterly  basis,  commencing with the
first Fiscal  Quarter  ending after the Closing  Date, as set forth in the table
below (with  references  to Levels I through V below  corresponding  to the same
Levels I through V in Section 2.2.1):

                LEVEL                        APPLICABLE PERCENTAGE

                  I                                  .250%
                  II                                 .375%
                 III                                 .375%
                  IV                                 .500%
                  V                                  .500%

Lender shall determine whether any adjustment to the Applicable Percentage is to
be made quarterly,  based on the U.S. Borrower's  financial  statements for each
Fiscal  Quarter  delivered to Lender  pursuant to Section 4.2;  provided that if
such financial statements are not timely delivered to Lender, then an adjustment
to the Applicable  Percentage shall be made based on an assumed delivery of such
financial  statements  reflecting  a Funded  Debt/EBITDA  Ratio of greater  than
3.50:1.00;  provided further if any Default  Condition shall exist no adjustment
downward shall occur.  Each such adjustment to the Applicable  Percentage  shall
become effective as of the first day of the calendar month following the date on
which such financial  statements are delivered (or deemed  delivered) to Lender,
and shall remain  effective unless and until any subsequent  adjustment  becomes
effective in accordance  with the terms of this Section  2.2.2(b).  In the event
that the annual audited financial statements of the U.S. Borrower for any Fiscal
Year shall require restatement of financial  statements of the U.S. Borrower and
such  restatements  shall  effect  the Funded  Debt/EBITDA  Ratio and would have
required a different  Applicable  Percentage to be in effect for prior  periods,
then Lender, at its option, may require Borrower to make additional  payments of
interest for such prior periods.
<PAGE>

        2.2.3  Capital Adequacy. If, after the Closing Date, the adoption of any
applicable law, rule or regulation  regarding  capital  adequacy,  or any change
therein,  or any change in the  interpretation or administration  thereof by any
governmental  authority,  central  bank or  comparable  agency  charged with the
administration  thereof,  or  compliance by Lender with any request or directive
regarding  capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, affects or might affect the amount
of capital required or expected to be maintained by Lender or any corporation in
control  of Lender  and Lender  determines  that the  amount of such  capital is
increased by or based upon  Lender's  obligations  hereunder,  then from time to
time,  within  thirty (30) days after  demand by Lender,  Borrower  shall pay to
Lender such additional  amount or amounts as will compensate  Lender in light of
such  circumstances,  to the  extent  that  Lender  reasonably  determines  such
increase in capital is allocable  to Lender's  obligations  hereunder,  and such
payment,  as and when received,  shall be applied by Lender in  reimbursement of
Lender's increased costs in regard to such obligations.

        2.2.4 Usury Savings Provisions. Lender and Borrower hereby further agree
that the only charge imposed by  ender  upon  Borrower  for the use of  money in
connection  herewith  is and shall be the  interest  expressed  herein or in the
Notes at the rate set  forth  herein or in  Notes,  and that all  other  charges
imposed by Lender upon Borrower in connection herewith,  are and shall be deemed
to be charges made to  compensate  Lender for  underwriting  and  administrative
services and costs, and other services and costs performed and incurred,  and to
be performed and  incurred,  by Lender in connection  with the  Borrowings,  and
shall under no circumstances be deemed to be charges for the use of money. In no
contingency  or event  whatsoever  shall the  aggregate  of all  amounts  deemed
interest  hereunder or under the Notes and charged or collected  pursuant to the
terms of this  Agreement  or  pursuant  to the Notes  exceed  the  highest  rate
permissible  under any law which a court of competent  jurisdiction  shall, in a
final  determination,  deem  applicable  hereto.  In the event that such a court
determines that Lender has charged or received  interest  hereunder in excess of
the highest applicable rate, the rate in effect hereunder shall automatically be
reduced to the  maximum  rate  permitted  by  applicable  law and  Lender  shall
promptly  refund to Borrower  any  interest  received by Lender in excess of the
maximum lawful rate or, if so requested by Borrower,  shall apply such excess to
the principal balance of the Obligations.  It is the intent hereof that Borrower
not pay or contract to pay,  and that Lender not receive or contract to receive,
directly or indirectly  in any  manner whatsoever,  interest  in  excess of that
which may be paid by Borrower under applicable law.

        2.2.5  Margin Stock  Savings  Provisions.  It is  the express intent and
agreement of Borrower and Lender that none of the transactions  contemplated  by
this  Agreement (including without  limitation  the use  of the  proceeds of the
Loans) violate  any applicable provisions  of Regulation U  or X of the  Federal
Reserve Board. Lender, in good faith,  has not relied  on any "margin stock" (as
such term is defined in the aforesaid Regulation U)of any Credit Party as direct
or indirect collateral for the Loans.

        2.2.6  Increased  Cost. (a) If the adoption of any law, order, ruling or
regulation  or any  change  therein  or any  change  in  the  interpretation  or
administration thereof including, without limitation, impositions, or changes in
reserve requirements,  excise taxes,  non-United States income taxes or monetary
restraints  (but excluding  taxes imposed on the overall net income of Lender by
the United  States or the State of  Georgia) by the United  States,  any foreign
government,  any central bank,  governmental  authority or comparable  agency or
compliance  by Lender with any request or  directive  (whether or not having the
force of law) of any such  authority or agency shall increase the cost to Lender
of making or  maintaining  any Loan, or reduce the amount of any sum received or
receivable by Lender under this Agreement,  in any amount deemed by Lender to be
material (which  determination  shall be final,  conclusive and binding upon all
parties in the absence of manifest  error)  (any such change  being  hereinafter
called a "Law  Change" and any loss to Lender by reason of any Law Change  being
hereinafter called a "Law Change Loss"), Lender may give Borrower written notice
thereof  (hereinafter  called  "Notice"),  which  Notice  shall state that a Law
Change  Loss has  occurred  and shall set  forth a  general  description  of the
reasons  for such Law Change  Loss.  The failure of Lender to provide any notice
shall not reduce,  limit or condition  Borrower's  obligation  in the  following
paragraph.
<PAGE>

        (b) Borrower  shall  pay  to Lender  upon demand, as  an indemnity, such
amount  or amounts  as shall cause  Lender's net return  in  connection with any
Loans to equal the net return  that would have been  realized  by Lender  if the
Law Change Loss had not occurred. If the Borrower, in the event of a Law Change,
shall not elect promptly after notice thereof has been given  to it by Lender to
agree in writing satisfactory to Lender to revisions to this  Agreement  and any
other  documents evidencing  the Loans  which shall place  Lender  in a position
as favorable  as Lender's  position prior to such Law Change (if  such revisions
can be made), the Borrower  will,  upon  thirty (30) days notice in writing from
Lender,  repay all  unpaid principal of, and all  unpaid  interest accrued  with
respect to, such Loans to the date of such  repayment.   Such  repayment   shall
not release the Borrower from its  obligations as aforesaid to indemnify  Lender
in connection with a Law Change Loss incurred by Lender prior to or  on the date
of such repayment.

     2.3 General Provisions as to Payments.

     2.3.1 Method of Payment.  Unless paid in accordance with Section  2.2.1(f),
all payments of interest,  fees and principal pursuant to this Agreement must be
received by Lender no later than 2:00 p.m.  (Atlanta,  Georgia time) on the date
when due. All payments of principal and interest with respect to Advances  under
the  Canadian  Line of Credit  and the CAD Term Loan  shall be made in CAD;  all
payments of  principal  and interest  with respect to Advances  under the German
Line of Credit shall be made in DM; and all other  payments  hereunder  shall be
made in  Dollars;  in each  case in funds  immediately  available  to  Lender in
Atlanta, Georgia.

     2.3.2  Application  of  Payment.  Except as may be  otherwise  agreed to by
Borrower and Lender, all payments received by Lender hereunder shall be applied,
in accordance with the then current billing  statement  applicable to the Loans,
first to accrued interest, then to fees, and then to principal.  Notwithstanding
the foregoing,  upon the occurrence of a Default  Condition or Event of Default,
payments shall be applied as determined by Lender in its sole discretion.

     2.4 Mandatory Term Loan  Prepayments.  So long as any of the Term Loans are
outstanding  and unpaid,  on the earlier of the date which is fifteen  (15) days
after  (a) the  date on which  the  U.S.  Borrower's  annual  audited  financial
statements for the immediately  preceding Fiscal Year are delivered  pursuant to
Section  4.2  hereof,  or (b) the date on which such  annual  audited  financial
statements  were  required to be delivered  pursuant to Section 4.2 hereof,  the
U.S.  Borrower  shall prepay the Term Loans in an amount  equal to  seventy-five
percent (75%) of Excess Cash Flow for such  immediately  preceding  Fiscal Year.
Each such  prepayment  shall be accompanied by a certificate  signed by the U.S.
Borrower's  chief financial  officer  certifying the manner in which such Excess
Cash Flow and the resulting prepayment of the Term Loans were calculated,  which
certificate  shall  be  in  form  and  substance  satisfactory  to  Lender.  Any
prepayment  made by the U.S.  Borrower  under this Section 2.4 shall be applied,
first,  to  prepay  Term  Loan B until  fully  paid,  then to pay the  scheduled
installments  of Term Loan A in inverse order of maturity  until such Loan shall
have been prepaid in full, and then to prepay the scheduled  installments of the
CAD Term Loan in inverse  order of maturity  until such Loan has been prepaid in
full.

     2.5  Payments  to be Made Free of Taxes.  (a) All  payments  of  principal,
interest and fees and all other amounts to be paid by Borrower  pursuant to this
Agreement with respect to any Loan shall be paid without deduction for, and free
from, any tax, imposts, levies, duties, deductions or withholdings of any nature
now or at any time  hereafter  imposed by any  Governmental  Authority or by any
taxing authority  thereof or therein,  excluding taxes imposed on or measured by
Lender's net income,  and  franchise  taxes  imposed on it, by the  jurisdiction
under  the laws of  which  Lender  is  organized  or  located  or any  political
subdivision  thereof (all such  non-excluded  taxes,  imposts,  levies,  duties,
deductions  or  withholding  of any  nature  being  "Taxes").  In the event that
Borrower is required by applicable law to make any such withholding or deduction
of Taxes with respect to any Loan, interest, fee or other amount, Borrower shall
pay such  deduction or withholding to the  applicable  taxing  authority,  shall
promptly  furnish to Lender all receipts  and other  documents  evidencing  such
payment and shall pay to Lender additional  amounts as may be necessary in order
that the amount  received  by Lender  after the  required  withholding  or other
payment  shall  equal  the  amount  Lender  would  have  received  had  no  such
withholding or other payment been made. If no withholding or deductions of Taxes
are  payable  with  respect  to any Loan,  interest  or fees  relating  thereto,
Borrower shall furnish  Lender,  at Lender's  request,  a certificate  from each
applicable  authority or an opinion of counsel  acceptable to Lender,  in either
case stating that such payments are exempt from or not subject to withholding or
deduction of Taxes.  If Borrower fails to provide the original or certified copy
of a receipt evidencing payment of Taxes, or a certificate or opinion of counsel
of  exemption,  the  Borrower  hereby  agrees to  compensate  the Bank for,  and
indemnify it with respect to, the tax consequences of the Borrower's  failure to
provide evidence of tax payments.
<PAGE>

     (b) In the event Lender receives a refund of any Taxes paid by the Borrower
pursuant to this  Section 2.5, it will pay to Borrower the amount of such refund
promptly upon receipt  thereof;  provided,  however,  if at any time  thereafter
Lender is required to return such refund,  the Borrower  shall promptly repay to
Lender the amount of such refund.

     (c) The Borrower shall reimburse  Lender for, and hold Lender harmless from
any taxes in  connection  with the  execution,  holding or  enforcement  of this
Agreement, the Notes or the other Loan Documents.

     (d) Without  prejudice to the  survival of any other  agreement of Borrower
hereunder,  the  agreements and  obligations  of the Borrower  contained in this
Section  2.5 shall  constitute  a  continuing  agreement  and shall  survive the
termination  of this  Agreement and the payment in full or  cancellation  of the
Notes.

     2.6  Failure to Pay in Foreign  Currency.  (a) If the  German  Borrower  is
unable for any reason to effect payment of principal or interest on the Advances
under the German Line of Credit in DM as required  by this  Agreement  or if the
German  Borrower  shall  default  in the  payment  when  due of any  payment  of
principal or interest in DM, Lender may, at its option,  require such payment to
be made in the Dollar Equivalent. In any case in which the German Borrower shall
make such  payment of  principal  or interest in  Dollars,  the German  Borrower
agrees to hold Lender harmless from any loss incurred by Lender arising from any
change in the value of Dollars in relation  to DM between the date such  payment
became due and the date of payment thereof.

     (b) If the Canadian  Borrower is unable for any reason to effect payment of
principal or interest on Advances under the Canadian Line of Credit in CAD or to
effect  payment of principal or interest on the CAD Term Loan in CAD as required
by this Agreement or if the Canadian  Borrower shall default in the payment when
due of  principal  or interest in CAD,  Lender may, at its option,  require such
payment to be made in the Dollar  Equivalent.  In any case in which the Canadian
Borrower  shall make such  payment of  principal  or interest  in  Dollars,  the
Canadian  Borrower  agrees to hold  Lender  harmless  from any loss  incurred by
Lender  arising  from any  change in the value of  dollars  in  relation  to CAD
between the date such payment became due and the date of payment thereof.

     2.7  Funding  Indemnification.  If any payment of any Loan occurs on a date
which is not the last day of the applicable Interest Period,  whether because of
acceleration,  prepayment,  failure  to  pay in DM or  CAD,  as  applicable,  or
otherwise,  or a Loan is not  made on the date  specified  by  Borrower  for any
reason,  Borrower  will  indemnify  Lender for any loss or cost  incurred  by it
resulting  therefrom,  including,  without  limitation,  any  loss  or  cost  in
liquidating or employing deposits acquired to fund or maintain such Loan, or any
loss or cost in  liquidating  or  closing  out  any  foreign  currency  contract
undertaken by Lender in funding or maintaining a Loan.

     2.8 U.S. Borrower Guaranty.

     (a) The Guaranty.  The U.S. Borrower hereby guarantees to Lender the prompt
payment  in full  when due  (whether  at stated  maturity,  by  acceleration  or
otherwise) of the Obligations of the German  Borrower and the Canadian  Borrower
(such Obligations herein called, collectively, the "Subsidiary Obligations"), in
each case  strictly in  accordance  with the terms  thereof.  The U.S.  Borrower
hereby further agrees that if the Canadian  Borrower or the German Borrower,  as
applicable,  shall fail to pay in full when due (whether at stated maturity,  by
acceleration or otherwise) any of the Subsidiary Obligations,  the U.S. Borrower
will promptly pay the same, without demand or notice whatsoever, and that in the
case of any  extension  of time of payment  or renewal of any of the  Subsidiary
Obligations,  the  same  will be  promptly  paid in full  when due  (whether  at
extended maturity, by acceleration or otherwise) in accordance with the terms of
such extension or renewal.
<PAGE>

     (b)  Obligations  Unconditional.  The  obligations  of  the  U.S.  Borrower
hereunder are absolute and unconditional, joint and several, irrespective of the
value,  genuineness,  validity,  regularity or  enforceability of the Subsidiary
Obligations or any  substitution,  release or exchange of any other guarantee of
or security for any of the  Subsidiary  Obligations,  and, to the fullest extent
permitted by applicable law,  irrespective of any other circumstance  whatsoever
that might otherwise  constitute a legal or equitable  discharge or defense of a
surety or guarantor, it being the intent of this Section that the obligations of
the U.S.  Borrower  hereunder  shall be absolute  and  unconditional,  joint and
several, under any and all circumstances. Without limiting the generality of the
foregoing,  it is agreed that the occurrence of any one or more of the following
shall not alter or impair the  liability of the U.S.  Borrower  hereunder  which
shall remain absolute and unconditional as described above.

               (i) at any time or from time to time,  without notice to the U.S.
          Borrower,  the time for any  performance of or compliance  with any of
          the Subsidiary  Obligations shall be extended,  or such performance or
          compliance shall be waived;

               (ii) any of the acts  mentioned in any of the  provisions of this
          Agreement or the Notes or any other  agreement or instrument  referred
          to herein or therein shall be done or omitted;

               (iii) the maturity of any of the Subsidiary  Obligations shall be
          accelerated,  or any of the Subsidiary  Obligations shall be modified,
          supplemented  or  amended  in any  respect,  or any right  under  this
          Agreement or the Notes or any other Loan  Document  shall be waived or
          any  other  guarantee  of  any of the  Subsidiary  Obligations  or any
          security  therefor  shall be released or exchanged in whole or in part
          or otherwise dealt with; or

               (iv) any lien or  security  interest  granted to, or in favor of,
          the Agent as security for any of the Subsidiary Obligations shall fail
          to be perfected.

The U.S. Borrower hereby  expressly  waives  diligence,  presentment,  demand of
payment, protest and all notices whatsoever; any requirement that Lender exhaust
any right,  power  or  remedy  or proceed  against  the   German Borrower or the
Canadian Borrower under this Agreement or  the Notes or any other Loan Document,
or against any other Person under any other guaranty of, or security for, any of
the Subsidiary Obligations; any  right  arising pursuant  to  Official  Code  of
Georgia Section 10-7-24 or any other similar or subsequent law; and any right to
assert any of  the  benefits  under  any  statute  providing appraisal or other,
similar rights which may reduce or prohibit any deficiency judgments or claims.

     (c) Reinstatement.  The obligations of the U.S. Borrower hereunder shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of the German  Borrower or the Canadian  Borrower in respect to the
Subsidiary  Obligations is rescinded or must be otherwise restored by any holder
of any of the Subsidiary Obligations,  whether as a result of any proceedings in
bankruptcy or  reorganization  or otherwise and the U.S. Borrower agrees that it
will  indemnify   Lender  on  demand  for  all  reasonable  costs  and  expenses
(including,   without  limitation,  fees  of  counsel)  incurred  by  Lender  in
connection  with such  rescission or  restoration,  including any such costs and
expenses  incurred in  defending  against any claim  alleging  that such payment
constituted  a  preference,  fraudulent  transfer or similar  payment  under any
bankruptcy, insolvency or similar law.

     (d) Subrogation.  The U.S. Borrower hereby waives all rights of subrogation
or  contribution,  whether  arising by contract or operation of law  (including,
without  limitation,  any such  right  arising  under  the  Bankruptcy  Code) or
otherwise by reason of any payment by it pursuant to the  provisions  hereof and
further  agrees with each of the German  Borrower and the Canadian  Borrower for
the benefit of each of its creditors  (including,  without  limitation,  Lender)
that any such payment by it shall  constitute a  contribution  of capital by the
U.S. Borrower to the German Borrower or the Canadian Borrower, as applicable (or
an investment in the equity capital of German Borrower or the Canadian Borrower,
as applicable, by the U.S. Borrower).

     (e) Remedies.  The U.S.  Borrower agrees that, as between the U.S. Borrower
and Lender,  the Subsidiary  Obligations may be declared to be forthwith due and
payable as provided herein (and shall be deemed to have become automatically due
and  payable  in  the  circumstances   provided  herein)  for  purposes  hereof,
notwithstanding  any  stay,  injunction  or other  prohibition  preventing  such
declaration (or such obligations from becoming automatically due and payable) as
against the German  Borrower or the Canadian  Borrower and that, in the event of
such  declaration  (whether or not due and payable by the German Borrower or the
Canadian  Borrower) shall forthwith become due and payable by the U.S.  Borrower
for purposes hereof.
 <PAGE>

     (f)Continuing  Guaranty.  The  guaranty  set forth  herein  is a  ontinuing
guaranty, and shall apply to all Subsidiary Obligations,  whenever and howsoever
arising.

     3. REPRESENTATIONS AND WARRANTIES.  In order to induce Lender to enter into
this  Agreement,  Borrower  hereby  represents  and  warrants  to Lender  (which
representations  and  warranties,  together with any other  representations  and
warranties of Borrower contained elsewhere in this Agreement, shall be deemed to
be renewed as of the date of each Loan hereunder) as set forth below:

     3.1  Existence  and  Qualification.  Each Credit  Party is duly  organized,
validly  existing and in good standing under the laws of the jurisdiction of its
organization  or  incorporation  and is duly  qualified to do business and is in
good standing in each other jurisdiction  wherein the conduct of its business or
the  ownership of its property  requires  such  qualification,  except where the
failure to be so qualified has not had and could  reasonably be expected to have
a Material Adverse Effect.

     3.2 Authority; Validity and Binding Effect. Each Credit Party has the power
to make,  deliver and perform  under the Loan  Documents  executed by it and has
taken all necessary and appropriate corporate action to authorize the execution,
delivery and performance of such Loan Documents. This Agreement constitutes, and
the  remainder of such Loan  Documents,  when  executed and  delivered for value
received, will constitute, the valid obligations of each Credit Party which is a
party thereto,  legally binding upon it and enforceable against it in accordance
with their respective terms.

     3.3 Incumbency and Authority of Signing Officer. The undersigned officer of
each Borrower holds the office specified  hereinbelow and, in such capacity,  is
duly authorized and empowered to execute,  attest and deliver this Agreement and
the remainder of the Loan Documents for and on behalf of each  Borrower,  and to
bind each Borrower accordingly thereby.

     3.4 No Material  Litigation.  Except as may be set forth on  Schedule  3.4,
there  are  no  legal  proceedings  pending  (or,  so  far  as  Borrower  knows,
threatened),  before any court or  administrative  agency  which,  if  adversely
determined, could reasonably be expected to have a Material Adverse Effect.

     3.5  Taxes.  Each  Credit  Party  has  filed or  caused to be filed all tax
returns  required  to be filed by it and has paid all taxes  shown to be due and
payable by it on said returns or on any assessments made against it.

     3.6 Capital Stock.  All capital  stock,  debentures,  bonds,  notes and all
other  securities  of each Credit Party  presently  issued and  outstanding  are
validly and properly issued in accordance with all applicable  laws,  including,
but not limited to, the "blue sky" laws of all applicable states and the federal
securities laws.

     3.7  Corporate   Organization.   The  charter  and  bylaws  (or  equivalent
organizational  documents)  of each  Credit  Party are in full  force and effect
under the law of the  jurisdiction  of its  incorporation  and all amendments to
said charter and bylaws (or equivalent  organizational documents) have been duly
and properly made under and in accordance with all applicable laws.

     3.8  Insolvency.  After giving  effect to the execution and delivery of the
Loan Documents and the making of each Loan, no Credit Party will be "insolvent",
within the meaning of such term as used in O.C.G.A. ss. 18-2-22 or as defined in
Section 101(32) of the Bankruptcy  Code, or be unable to pay its debts generally
as such debts become due, or have an unreasonably small capital.

     3.9 Title.  Each Credit Party has good and  marketable  title to all of its
properties subject to no Lien of any kind except for the Permitted Encumbrances.

     3.10 Margin Stock. No Credit Party is engaged principally, or as one of its
important  activities,  in the  business of  purchasing  or carrying any "margin
stock", as that term is defined in Regulation U of the Board of Governors of the
Federal  Reserve  System,  and no part of the proceeds of any Loan made pursuant
hereto  will be used to  purchase  or carry any such  margin  stock or to extend
credit to others for the  purpose of  purchasing  or  carrying  any such  margin
stock, or be used for any purpose which violates, or which is inconsistent with,
the  provisions of  Regulation U or X of said Board of Governors.  In connection
herewith, if requested by Lender, Borrower will furnish to Lender a statement in
conformity with the requirements of Federal Reserve Form U-1 referred to in said
Regulation U to the foregoing effect.
<PAGE>

     3.11 No Violations. The execution,  delivery and performance by each Credit
Party of the Loan  Documents  executed  by it have been duly  authorized  by all
necessary  corporate or other action on its part and do not and will not require
any consent or approval of the shareholder(s) of such Credit Party,  violate any
provision  of  any  law,  rule,  regulation   (including,   without  limitation,
Regulation  U or X of the Board of  Governors  of the Federal  Reserve  System),
order, writ, judgment,  injunction,  decree, determination or award presently in
effect having  applicability to any Credit Party or of the charter or bylaws (or
equivalent  organizational documents) of any Credit Party, or result in a breach
of or constitute a default  under any  indenture or loan or credit  agreement or
any other agreement, lease or instrument to which any Credit Party is a party or
by which it or its properties  may be bound or affected;  and no Credit Party is
in  default  under  any such  law,  rule,  regulation,  order,  writ,  judgment,
injunction,  decree,  determination  or award or any such indenture,  agreement,
lease or instrument  except to the extent such default has not had and could not
reasonably be expected to have a Material Adverse Effect.

     3.12 Financial  Statements.  The audited  financial  statements of the U.S.
Borrower  and its  Consolidated  Subsidiaries  for its most  recent  Fiscal Year
ending prior to the date of this Agreement together with the unaudited financial
statements of the U.S.  Borrower and its Consolidated  Subsidiaries for its most
recent  Fiscal  Quarter  ending  prior to the date of this  Agreement  for which
statements have been prepared, copies of which heretofore have been furnished to
Lender, are complete and accurately and fairly represent the financial condition
of the U.S.  Borrower  and its  Consolidated  Subsidiaries,  the  results of its
operations and the  transactions  in its equity accounts as of the dates and for
the periods referred to therein, and have been prepared in accordance with GAAP.
There are no material liabilities,  direct or indirect, fixed or contingent,  of
the U.S. Borrower or any such  Consolidated  Subsidiaries as of the date of such
financial statements which are not reflected therein or in the notes thereto. No
Material  Adverse  Effect  has  occurred  since  the date of the  balance  sheet
contained in the U.S. Borrower's annual audited financial  statements  described
hereinabove.

     3.13 Pollution and  Environmental  Control.  Each Credit Party has obtained
all permits,  licenses and other authorizations which are required under, and is
in material compliance with, all Environmental Laws.

     3.14  Possession  of Permits.  Each Credit  Party  possesses  all  material
franchises,  certificates,  licenses,  permits  and  other  authorizations  from
governmental political subdivisions or regulatory authorities,  and all material
patents, trademarks, service marks, trade names, copyrights,  licenses and other
rights, free from burdensome restrictions, that are necessary for the ownership,
maintenance  and operation of any of its  properties  and assets,  and no Credit
Party is violation in any material respect of any of the foregoing.

     3.15  Subsidiaries.  As of the  Closing  Date,  no  Credit  Party  has  any
Subsidiaries except as described on Schedule 3.15.


     3.16 Employee  Benefit  Plans.  As of the Closing Date, no Credit Party has
any Employee Benefit Plans exceptas described on Schedule 3.16.

     3.17  Reaffirmation.  Each  request  for a  Loan  made  by  Borrower  shall
constitute an automatic  representation  and warranty by Borrower to Lender that
as of the date of such Loan and after giving effect thereto there does not exist
any Default Condition or Event of Default and all representations and warranties
of the Credit Parties in the Loan Documents (other than those representations or
warranties  which are, by their terms,  limited to a specific date) are true and
correct in all material respects.

     4. AFFIRMATIVE COVENANTS.  Borrower covenants to Lender that from and after
the date hereof,  and so long as any amount  remain  unpaid on account of any of
the Obligations or this Agreement  remains  effective  (whichever is the last to
occur),  Borrower will comply (and cause each  Subsidiary of Borrower to comply)
with the affirmative covenants set forth below:
<PAGE>

     4.1 Right to Inspect.  Lender (or any person or persons  designated  by it)
shall, in its sole  discretion,  have the right to call at any place of business
of any Credit  Party at any  reasonable  time and  without  prior  notice,  and,
without hindrance or delay,  inspect,  audit,  check and make extracts from such
Credit Party's books, records, journals, orders, receipts and any correspondence
and  other  data  relating  to such  Credit  Party's  business  or to any  other
transactions between the parties hereto.

     4.2 Financial and Other Reporting.

     4.2.1 U.S.  Borrower's Monthly Statement.  The U.S. Borrower shall, as soon
as  practicable,  and in any event within thirty (30) days after the end of each
Fiscal  Month,  furnish to Lender  unaudited  financial  statements  of the U.S.
Borrower and its Consolidated  Subsidiaries,  including  balance sheets,  income
statements and statements of cash flow, for the Fiscal Month ended,  and for the
Fiscal  Year  to  date,  on  a   consolidated   and,  if  requested  by  Lender,
consolidating  basis,  all prepared in accordance with GAAP (subject to year-end
adjustments)  and  certified  as to truth and  accuracy  by the chief  financial
officer of the U.S. Borrower.

     4.2.2  U.S.Borrower's  Quarterly   Statement.Borrower  shall,  as  soon  as
practicable,  and in any event within forty-five (45) days after the end of each
Fiscal Quarter,  furnish to Lender  unaudited  financial  statements of the U.S.
Borrower and its Consolidated  Subsidiaries,  including  balance sheets,  income
statements and  statements of cash flow,  for the Fiscal Quarter ended,  and for
the  Fiscal  Year to date,  on a  consolidated  and,  if  requested  by  Lender,
consolidating  basis,  all prepared in accordance with GAAP (subject to year-end
adjustments)  and  certified  as to truth and  accuracy  by the chief  financial
officer of the U.S. Borrower.

     4.2.3 Borrower's Annual Statement.  Borrower shall, as soon as practicable,
and in any event  within  ninety  (90) days after the end of each  Fiscal  Year,
furnish  to Lender  the  annual  audit  report of the U.S.  Borrower,  certified
without  qualification by independent certified accountants selected by the U.S.
Borrower  and  acceptable  to Lender,  and  prepared  in  accordance  with GAAP,
together with relevant financial  statements of the U.S. Borrower for the Fiscal
Year then ended, on a consolidating and a consolidated basis, if available.  The
U.S.  Borrower  shall cause said  accountants to furnish Lender with a statement
that in making their examination of such financial statements,  they obtained no
knowledge  of any Event of  Default  or  Default  Condition  which  pertains  to
accounting matters relating to this Agreement or the Notes, or, in lieu thereof,
a statement  specifying  the nature and period of existence of any such Event of
Default or Default Condition disclosed by their examination.

     4.2.4 Management  Letters,  Etc.  Borrower shall,  within five (5) Business
Days after its receipt  thereof,  provide  Lender with copies of all  management
letters,  exception  reports or other  similar  letters or reports  received  by
Borrower from its independent certified public accountants.

     4.2.5 SEC Filings and Press Releases.  Borrower shall,  promptly upon their
becoming available,  provide Lender with copies of (i) all financial statements,
reports, notices and proxy statements made publicly available by Borrower to its
security  holders,  (ii) all regular and periodic  reports and all  registration
statements  and  prospectuses  (if any) filed by  Borrower  with any  securities
exchange or with the Securities and Exchange  Commission or any  governmental or
private regulatory authority,  and (iii) all press releases and other statements
made  available  by  Borrower  to the  public  concerning  material  changes  or
developments in the business of Borrower or any of its Subsidiaries.

     4.2.6  Default  Notices.  Borrower  shall,  as soon as practical and in any
event within five (5) Business  Days after  Borrower  acquires  knowledge of the
existence of any Default  Condition or Event of Default or any other event which
has had or could  reasonably  be  expected  to have a Material  Adverse  Effect,
provide  Lender with  telephonic or telecopy  notice of such Default  Condition,
Event of Default or any other event,  including the anticipated  effect thereof,
which notice, if given telephonically, shall be promptly confirmed in writing on
the next Business Day.

     4.2.7 Certificate of No Default.  Borrower shall, on a quarterly basis, not
later than forty-five (45) days after the close of each of its Fiscal  Quarters,
and, on an annual basis,  not later than one hundred twenty (120) days after the
close of its Fiscal  Year,  certify to Lender,  in a  statement  executed by the
chief financial  officer of the U.S.  Borrower in the form of Exhibit F attached
hereto,  that no  Event  of  Default  and no  Default  Condition  exists  or has
occurred,  or,  if an  Event of  Default  or  Default  Condition  exists  or has
occurred,  specifying the nature and period of existence thereof. Each quarterly
and annual  certificate shall also set forth, in reasonable  detail,  compliance
with  all  financial  covenants  set  forth  in  Article  6 for the  immediately
preceding Fiscal Quarter, as applicable.
<PAGE>

     4.2.8 Budget. Borrower shall, at least ten (10) days prior to the beginning
of each Fiscal Year,  deliver to Lender an annual  budget for the U.S.  Borrower
and its Consolidated Subsidiaries for such Fiscal Year, as approved by the Board
of Directors of the U.S. Borrower.

     4.2.9 Certain  Required  Notices.  Promptly,  upon its receipt of notice or
knowledge thereof, Borrower will report to Lender: any lawsuit or administrative
proceeding  in which any  Credit  Party is a  defendant  in which the  amount or
amounts in controversy exceed $250,000.

     4.2.10 Borrowing Base Certificate and Other Collateral  Reports. As soon as
practicable,  but in any event,  on or before fifteen (15) days after the end of
each Fiscal Month (or more  frequently  as requested by Lender from time to time
in its sole  discretion),  Borrower  shall  deliver  to  Lender a duly  executed
certificate,  with respect to satisfaction of the requirement that the aggregate
amount  of  Advances   outstanding  shall  not  exceed  the  Override  Borrowing
Limitation,  as of the last day of the preceding  Fiscal  Month,  in the form of
Exhibit L (a "Borrowing  Base  Certificate"),  the statements in which,  in each
instance,  shall be certified  as to truth and  accuracy by the chief  financial
officer of the U.S.  Borrower,  together with a status report,  certified by the
chief financial officer of the U.S. Borrower, which shall accompany each monthly
Borrowing Base Certificate, showing: (A) the aggregate Dollar value of the items
comprising the Accounts  Receivable and the age of each  individual item thereof
as of the last day of the preceding Fiscal Month (segregating such items in such
manner and to such degree as Lender may request, including,  without limitation,
by account debtor name, address, invoice date, invoice number and due date); (B)
the aggregate Dollar value of the items of Accounts  Receivable subject to "bill
and hold" arrangements (segregating such items in such manner and to such degree
as Lender may request);  (C) the aggregate  Dollar value of the items comprising
the accounts  payable of the U.S.  Borrower and its  Subsidiaries and the age of
each  individual  item  thereof  as of  the  last  day of  the  preceding  month
(segregating  such  items  in such  manner  and to such  degree  as  Lender  may
request);  (D) the type,  age,  Dollar value and location of the Inventory as at
the end of the preceding  month,  valued at the lower of its FIFO cost or market
value;  and (E) the  aggregate  Dollar  value of all returns,  repossessions  or
discounts  with respect to Inventory.  Additionally,  Lender may, at any time in
its sole  discretion,  require  Borrower and each Subsidiary to permit Lender in
its own name or any designee of Lender in its own name to verify the  individual
account  balances  of or any other  matter  relating to the  individual  account
debtors immediately upon its request therefor by mail,  telephone,  telegraph or
otherwise.  Borrower and its Subsidiaries  shall cooperate fully with the Lender
in an effort to facilitate and promptly conclude any such verification  process.
In any event,  with the above described  status report for the month of December
of each  year and upon  request  from the  Lender,  made at any time  hereafter,
Borrower  shall furnish  Lender with a then current  customer and account debtor
name and address list. In addition thereto,  at such time or times as Lender may
request  or at any time if a  Default  Condition  or Event  of  Default  exists,
Borrower  shall provide Lender with copies of proof of delivery and the original
copy of all documents,  including,  without limitation,  repayment histories and
present  status  reports  relating to all accounts  listed on any Borrowing Base
Certificate and such other matters and information relating to the status of the
Accounts of the Borrower  and its  Subsidiaries  as the Lender shall  reasonably
request;

     4.2.11 Other Documents or  Information.  Borrower shall provide Lender with
such other  financial and other  information  respecting  Borrower or any of its
Subsidiaries as the Lender may from time to time reasonably request.

     4.3 Payment of Taxes.  Each Credit Party shall pay and discharge all taxes,
assessments  and  governmental  charges  upon it, its income and its  properties
prior to the date on which penalties  attach  thereto,  unless and to the extent
only  that (x) such  taxes,  assessments  and  governmental  charges  are  being
contested in good faith and by appropriate proceedings by such Credit Party, (y)
such Credit Party  maintains  reasonable  reserves on its books therefor and (z)
the  non-payment  of such taxes does not result in a Lien other than a Permitted
Encumbrance.
<PAGE>

     4.4  Maintenance of Insurance.  In addition to any  requirements  regarding
insurance  set  forth  in the  Security  Agreement  or any  of  the  other  Loan
Documents, each Credit Party shall maintain insurance with responsible insurance
companies on such of its  properties,  in such amounts and against such risks as
is customarily  maintained by similar businesses operating in the same vicinity,
but in any event to include business interruption, freight, loss, damage, flood,
windstorm,  fire, theft,  extended  coverage and product liability  insurance in
amounts satisfactory to Lender. Borrower shall file with Lender upon its request
a  detailed  list of such  insurance  then in  effect  stating  the names of the
insurance companies,  the amounts and rate of insurance,  the date of expiration
thereof,  the properties and risks covered  thereby and the insured with respect
thereto and a copy of each such insurance policy.

     4.5 Maintenance of Property.  Each Credit Party shall maintain its property
in good working condition.

     4.6  Preservation  of  Existence.  Each  Credit  Party shall  preserve  and
maintain its existence, rights, franchises and privileges in the jurisdiction of
its organization,  and qualify and remain qualified as a foreign  corporation or
company  in each  jurisdiction  in which  such  qualification  is  necessary  or
desirable  in  view of its  business  and  operations  or the  ownership  of its
properties,  except where the failure to be so  qualified  has not had and could
not reasonably be expected to have a Material Adverse Effect.

     4.7  Compliance  With  Laws.  Each  Credit  Party  shall  comply  with  the
requirements  of all  applicable  laws,  rules,  regulations  and  orders of any
Governmental  Authority,  noncompliance  with which would or could reasonably be
expected to have a Material Adverse Effect. Without limiting the foregoing, each
Credit  Party  shall  obtain  and  maintain  all  permits,  licenses  and  other
authorizations which are required under, and otherwise comply with, all federal,
state,  and local laws and  regulations,  except  where the failure to obtain or
maintain  the same has not had and could not  reasonably  be  expected to have a
Material Adverse Effect.

     4.8 Certain Post-Closing Matters

     (a) On or prior to March 15, 2001,  Borrower shall deliver,  or cause to be
delivered to Lender,  (i) an opinion of German  counsel,  in form and  substance
satisfactory  to Lender,  as to the  existence of the German  Borrower,  the due
execution and delivery of this Agreement and all related Loan Documents to which
it is party and such other  matters as Lender shall  request and (ii) an opinion
of U.S. Virgin Islands counsel, in form and substance satisfactory to Lender, as
to the existence of Gamma International, the due execution and delivery by it of
its Guaranty and all related Loan  Documents to which it is party and such other
matters as Lender shall  request and certified  authorizing  resolution of Gamma
International.

     (b) On or prior to April 30, 2001: (i) Borrower shall deliver,  or cause to
be delivered to Lender,  a (A) Stock Pledge  Agreement  relative to the stock of
each Foreign  Subsidiary as to which a Stock Pledge Agreement has not previously
been delivered and (B) such amendments to,  restatements of or  ratifications of
any  Stock  Pledge  Agreements  relative  to the stock of  Foreign  Subsidiaries
delivered to Lender prior to the Closing  Date as Lender  shall  require  (after
consultation  with local  counsel as it shall deem  appropriate);  (ii) Borrower
shall take all actions, or cause to be taken, all actions under the laws of each
applicable  jurisdiction  necessary to perfect Lender's security interest in the
stock pledged thereby (including,  without  limitation,  effecting all necessary
registrations and re-registrations),  and (iii) Borrower shall deliver, or cause
to be delivered,  to Lender certified  authorizing  resolutions relative to each
such Stock Pledge  Agreement or amendment,  restatement or ratification and such
legal opinions in regard thereto as Lender shall request.

     (c) On or prior to April 30, 2001: (i) the Canadian Borrower shall deliver,
or cause to be delivered to Lender,  security  documents,  in form and substance
satisfactory to Lender, relative to all, or substantially all, of its assets and
shall take all actions, or cause to be taken all actions, under the laws of each
applicable  jurisdiction necessary to perfect Lender's security interest in such
assets and (ii) the Canadian  Borrower shall deliver,  or cause to be delivered,
to Lender certified authorizing  resolutions relative to such security documents
and such legal opinions in regard thereto as Lender shall request.

     (d) On or prior to April 30, 2001, the Borrower shall deliver,  or cause to
be delivered to Lender, a landlord lien waiver agreement,  in form and substance
satisfactory to Lender, signed by the landlords of each of its Norcross, Georgia
locations.
<PAGE>


     5. NEGATIVE COVENANTS. Borrower covenants to Lender that from and after the
date  hereof and so long as any amount  remains  unpaid on account of any of the
Obligations  or this  Agreement  remains  effective  (whichever  is the  last to
occur),  Borrower will not do (and will not permit any Subsidiary of Borrower to
do), without the prior written consent of Lender,  any of the things or acts set
forth below:

     5.1 Liens.  No Credit Party shall  create,  assume,  or suffer to exist any
Lien on its property,  except for (i) Permitted  Encumbrances and (ii) any Liens
on any shares of the U.S.  Borrower's  common  stock  repurchased,  redeemed  or
otherwise acquired by it prior to the date hereof if and to the extent permitted
pursuant  to  Section  5.5 of the U.S.  Loan  Agreement.  Without  limiting  the
generality  of the  foregoing,  no Borrower  shall,  or shall  permit any of its
Subsidiaries to, create,  assume or suffer to exist any Lien on any certificated
or uncertificated  shares,  general or limited  partnership  interests,  limited
liability  company  interests,  quotas or other  equivalents  (regardless of how
designated) of or in any Foreign Subsidiary, other than in favor of Lender.

     5.2 Debt. No Credit Party shall incur, assume, or suffer to exist any Debt,
except for: (i) Debt to Lender or any Affiliate of Lender;  (ii) trade  payables
and contractual  obligations to suppliers and customers incurred in the ordinary
course of business of such Credit Party;  (iii)  accrued  pension fund and other
employee benefit plan obligations and liabilities (provided,  however, that such
Debt  does not  result  in the  existence  of any Event of  Default  or  Default
Condition under any other provision of this Agreement); (iv) deferred taxes; (v)
Debt  resulting  from  endorsements  of negotiable  instruments  received in the
ordinary  course of its business;  (vi) Debt under Capital Leases  (inclusive of
those  described on Schedule  1.1B) and Debt secured by Purchase Money Liens not
to exceed  $3,700,000  in aggregate  principal  amount at any time  outstanding;
(vii) the Foreign Credit  Facilities and increases  thereof or additions thereto
in an amount not to exceed $750,000 in aggregate  maximum amount during the term
of this Agreement; and (viii) all other Debt not to exceed $100,000 in aggregate
outstanding principal amount at any one time.  Notwithstanding the foregoing,  a
Credit Party shall be permitted to cause  letters of credit to be issued for the
benefit of any  creditor of any Foreign  Subsidiary  to the extent  permitted by
Section 5.13 of this Agreement.

     5.3  Contingent  Liabilities.  No Credit  Party shall  guarantee,  endorse,
become  surety with  respect to or  otherwise  become  directly or  contingently
liable for or in connection with the obligations of any other Person, except for
(i) endorsements of negotiable instruments for collection in the ordinary course
of business and (ii)  Guaranteed  Obligations  incurred by any Credit Party with
respect to the Debt of another  Credit  Party so long as such Debt is  otherwise
permitted hereunder.

     5.4  Dividends.  No Credit Party shall  declare or pay any dividends on, or
make any distribution with respect to, its shares of any class of capital stock,
except that each  Subsidiary of the U.S.  Borrower may pay dividends to the U.S.
Borrower.

     5.5  Redemptions.  No Credit  Party shall  purchase,  redeem,  or otherwise
acquire  for value any of its shares of any class of its capital  stock,  except
for purchases, redemptions or acquisitions from the U.S. Borrower.

     5.6  Restricted  Investments.  No Credit  Party  shall make any  Restricted
Investment  except the following:  (i) investments in direct  obligations of the
United States of America, or any agency thereof or obligations guaranteed by the
United States of America,  provided that such obligations mature within one year
from the date of acquisition thereof; (ii) investments in time deposits,  demand
deposits and  certificates of deposit  maturing within one year from the date of
acquisition  issued by a bank or trust company  organized  under the laws of the
United States or any state thereof having capital surplus and undivided  profits
aggregating at least  $500,000,000;  (iii) investments in commercial paper given
the highest rating by a national credit rating agency and maturing not more than
two  hundred  seventy  (270)  days  from  the  date of  creation  thereof;  (iv)
repurchases of stock of the Subsidiaries of the U.S. Borrower permitted pursuant
to Section 5.5; and (v) any capital  contribution,  loan or advance, or transfer
of any asset, to any Foreign  Subsidiary to the extent permitted by Section 5.13
of this Agreement.

     5.7 Mergers.  No Credit Party shall  dissolve or  otherwise  terminate  its
corporate  or  company  status  or enter  into  any  merger,  reorganization  or
consolidation  or make any  substantial  change  in the basic  type of  business
conducted  by such Credit  Party,  as of the Closing  Date,  except that (i) any
Subsidiary of the U.S. Borrower may be merged with and into the U.S. Borrower so
long as the U.S.  Borrower is the surviving  corporation  therefrom and (ii) any
wholly-owned Subsidiary of the U.S. Borrower may merge with another wholly-owned
<PAGE>

Subsidiary  of the U.S.  Borrower  (other  than (A) in the case of any  Domestic
Subsidiary,  any Foreign Subsidiary and (B) in any event, any Foreign Subsidiary
as to which a Stock Pledge Agreement has not been delivered to Lender), provided
that (A) if any such Subsidiary is a Guarantor,  the surviving  entity from such
merger  shall also be a Guarantor  and (B) neither the German  Borrower  nor the
Canadian  Borrower  may be party to any such merger  unless it is the  surviving
entity thereof.

     5.8 Affiliate Transactions. No Credit Party shall enter into, or be a party
to, any  transaction  with any Affiliate,  except in the ordinary  course of and
pursuant to the reasonable requirements of such Credit Party's business and upon
fair and reasonable  terms which are no less favorable to such Credit Party than
would  obtain in a  comparable  arm's  length  transaction  with a Person not an
Affiliate.

     5.9  Subsidiaries.  No Credit Party shall create any  Subsidiary  or divest
itself of any material  assets by transferring  them to any  Subsidiary,  except
that (i) any Subsidiary may transfer any of its assets to the U.S. Borrower or a
Subsidiary  of the U.S.  Borrower  which is a Guarantor or a Borrower,  and (ii)
subject  to the  limitations  set forth in  Section  5.13  hereof,  any  Foreign
Subsidiary may transfer any of its assets to any other Foreign Subsidiary.

     5.10 Fiscal Year.  No Credit Party shall change its Fiscal Year,  or permit
any  Subsidiary to have a fiscal year different from the Fiscal Year of the U.S.
Borrower.

     5.11 Disposition of Assets.  No Credit Party shall sell, lease or otherwise
dispose of any of its properties,  including any disposition of property as part
of a sale and leaseback  transaction,  to or in favor of any Person,  except (i)
sales of inventory or obsolete or unnecessary  equipment in the ordinary  course
of such  Credit  Party's  business  or  (ii)  dispositions  otherwise  expressly
permitted by this Agreement.

     5.12  Employee  Benefit  Plans.  No Credit  Party shall  permit an Employee
Benefit Plan to become  materially  underfunded  or create any Employee  Benefit
Plan without prior  written  notice to Lender and upon such  notification,  this
Agreement  shall be amended as determined  necessary by Lender in its discretion
as a result of the creation of such Plan.

     5.13  Foreign  Subsidiaries.   No  Credit  Party  shall  make  any  capital
contribution,  loan or advance to any Foreign  Subsidiary or transfer any assets
to any  Foreign  Subsidiary  or cause to be issued  any letter of credit for the
benefit of any creditor of any Foreign  Subsidiary;  provided,  however,  that a
Credit Party shall be permitted to make capital contributions, loans or advances
to any Foreign  Subsidiary,  or transfer any assets to any Foreign Subsidiary or
cause to be issued  letters of credit for the  benefit  of any  creditor  of any
Foreign  Subsidiary,  so long as the aggregate amount of such  transactions does
not exceed  $1,500,000 in any Fiscal Year and so long as no Default Condition or
Event of Default exists or would be caused thereby.

     5.14 Certain Capital  Expenditures.  The U.S. Borrower and its Subsidiaries
shall not make  Capital  Expenditures  to acquire  equipment  for lease to their
customers in an aggregate amount in excess of $2,500,000 during any Fiscal Year.

     6. FINANCIAL  COVENANTS.  Borrower covenants to Lender that, from and after
the date  hereof and so long as any amount  remains  unpaid on account of any of
the Obligations or this Agreement  remains  effective  (whichever is the last to
occur), the U.S. Borrower and its Consolidated  Subsidiaries shall not breach or
fail to comply with any of the following financial covenants with respect to any
Fiscal  Quarter,  each of which shall be calculated on a  consolidated  basis in
accordance with GAAP consistently applied:

     6.1 Fixed Charge Coverage  Ratio.  The U.S.  Borrower and its  Consolidated
Subsidiaries  shall have for each Fiscal Quarter ending closest to each date set
forth below, a Fixed Charge Coverage Ratio of not less than that set forth below
for such period:
<PAGE>
<TABLE>
<CAPTION>
                                                             Minimum Fixed
                     Fiscal Quarter Ending:              Charge Coverage Ratio:
                     ---------------------               ---------------------
<S>           <C>                                              <C>
                          May 31, 2001                         1.00:1.00
                         August 31, 2001                       1.00:1.00
                        November 30, 2001                      1.10:1.00
                        February 28, 2002                      1.20:1.00
              May 31, 2002 and each Fiscal Quarter             1.25:1.00
                        ending thereafter
</TABLE>



     6.2  Funded  Debt/EBITDA  Ratio.  The U.S.  Borrower  and its  Consolidated
Subsidiaries  shall have for each Fiscal Quarter ending closest to each date set
forth below a Funded Debt/EBITDA Ratio of not more than that set forth below for
such period:
<TABLE>
<CAPTION>
                                                             Maximum Funded
                     Fiscal Quarter Ending:                Debt/EBITDA Ratio:
                     ---------------------                 -----------------
<S>           <C>                                            <C>
                       February 28, 2001                     6.20 to 1.00
                         May 31, 2001                        4.85 to 1.00
                        August 31, 2001                      4.00 to 1.00
                       November 30, 2001                     3.25 to 1.00
                       February 28, 2002                     2.75 to 1.00
              May 31, 2002 and each Fiscal Quarter           2.50 to 1.00
                       ending thereafter
</TABLE>

Solely  for  purposes  of this  Section  6.2,  so long as any  Debt of the  U.S.
Borrower or any of its  Consolidated  Subsidiaries  is, by its terms,  expressly
subordinated  to the  obligations  of such  Credit  Party to Lender,  including,
without  limitation,  all Obligations,  on terms and conditions  satisfactory to
Lender in its sole  discretion,  and so long as Lender  determines,  in its sole
discretion, that such subordination is and continues to be in all respects valid
and enforceable against the holders of such obligations,  such subordinated Debt
shall not be included as Funded  Debt;  provided,  however,  that the  foregoing
shall not be deemed to be a consent  by Lender to the  incurrence  by any Credit
Party of any Debt not  otherwise  permitted  to be incurred  pursuant to Section
5.2.

     6.3 Leverage Ratio.  The U.S.  Borrower and its  Consolidated  Subsidiaries
shall have at the end of each Fiscal  Quarter  ending on February 28, 2001,  May
31, 2001,  August 31,  2001,  November 30, 2001 or February 28, 2002, a Leverage
Ratio  (expressed as a percentage)  of not more than 55%, and the U.S.  Borrower
and its  Consolidated  Subsidiaries  shall have for each Fiscal  Quarter  ending
thereafter a Leverage Ratio (expressed as a percentage) of not more than 50%:

     6.4  Interest  Coverage  Ratio.  The  U.S.  Borrower  and its  Consolidated
Subsidiaries  shall have for each Fiscal Quarter ending closest to each date set
forth below an Interest Coverage Ratio of not less than that set forth below for
such period:
<PAGE>

<TABLE>
<CAPTION>

                                                  Minimum Interest Coverage
                Fiscal Quarter Ending:                      Ratio
                ----------------------            -------------------------
         <S>       <C>                                    <C>
                     May 31, 2001                         1.00:1.00
                    August 31, 2001                       1.00:1.00
                   November 30, 2001                      1.20:1.00
                   February 28, 2002                      1.50:1.00
         May 31, 2002 and each Fiscal Quarter             1.80:1.00
                   ending thereafter
</TABLE>

     7. EVENTS OF DEFAULT.  The occurrence of any events or conditions set forth
below  shall  constitute  an  Event  of  Default  hereunder,  provided  that any
requirement  for the  giving of notice or the lapse of time,  or both,  has been
satisfied:

     7.1  Obligations.  Borrower  shall fail to make any  payments on any of its
Obligations when due.

     7.2 Misrepresentations.  Any Credit Party shall make any representations or
warranties  in any of the Loan  Documents  or in any  certificate  or  statement
furnished to Lender at any time hereunder or in connection  with any of the Loan
Documents which proves to have been untrue or misleading in any material respect
when made or furnished.

     7.3 Certain Covenants.  Any Credit Party shall default in the observance or
performance  of any covenant or agreement  contained in Section 4.1, 4.2, 4.6 or
4.9 or in Article 5 or 6 hereof.

     7.4 Other  Covenants.  Any Credit Party shall default in the  observance or
performance of any covenant or agreement  contained  herein, in any of the other
Loan Documents  (other than a default the  performance or observance of which is
dealt with specifically  elsewhere in this Article 7) unless (i) with respect to
this  Agreement,  such default is cured to Lender's  satisfaction  within thirty
(30) days after the sooner to occur of  receipt of notice of such  default  from
Lender or the date on which such  default  first  becomes  known to Borrower and
(ii) with respect to any other Loan  Document,  such default is cured within any
applicable grace, cure or notice and cure period contained therein.

     7.5 Other Debts.  Any Credit  Party shall  default in  connection  with any
agreement  for Debt with any  creditor  other than  Lender in excess of $100,000
which entitles said creditor to accelerate the maturity thereof.

     7.6 Voluntary Bankruptcy.  Any Credit Party shall file a voluntary petition
in  bankruptcy  or  a  voluntary   petition  or  answer   seeking   liquidation,
reorganization,  arrangement, readjustment of its debts, or for any other relief
under  the  Bankruptcy  Code,  or  under  any  other  act or law  pertaining  to
insolvency  or  debtor  relief,  whether  state,  Federal,  or  foreign,  now or
hereafter existing;  any Credit Party shall enter into any agreement  indicating
its  consent  to,  approval  of,  or  acquiescence  in,  any  such  petition  or
proceeding;  any  Credit  Party  shall  apply for or permit the  appointment  by
consent or acquiescence of a receiver, custodian or trustee of such Credit Party
or for a  substantial  part of its  property;  any  Credit  Party  shall make an
assignment for the benefit of creditors;  or any Credit Party shall be unable or
shall fail to pay its debts  generally  as such debts  become due, or any Credit
Party  shall  admit,  in  writing,  its  inability  or  failure to pay its debts
generally as such debts become due.

     7.7 Involuntary Bankruptcy.  There shall have been filed against any Credit
Party  an   involuntary   petition  in   bankruptcy   or  seeking   liquidation,
reorganization,  arrangement,  readjustment of its debts or for any other relief
under  the  Bankruptcy  Code,  or  under  any  other  act or law  pertaining  to
insolvency or debtor relief, whether state, federal or foreign, now or hereafter
existing and such petition  shall remain  undismissed or unstayed for 60 days or
more or an order for the relief sought by such petition shall have been entered;
any  Credit  Party  shall  suffer or permit  the  involuntary  appointment  of a
receiver,  custodian or trustee of such Credit Party or for all or a substantial
part of its property; or any Credit Party shall suffer or permit the issuance of
a writ or warrant of attachment, execution or similar process against all or any
substantial part of the property of such Credit Party.
<PAGE>

     7.8  Judgments.  A final  judgment  or order  for the  payment  of money is
rendered  against any Credit Party in the amount of $250,000 or more  (exclusive
of amounts  covered by insurance) and either (x) enforcement  proceedings  shall
have been  commenced by any creditor upon such judgment or order,  or (y) a stay
of  enforcement  of such  judgment  or order,  by reason  of  pending  appeal or
otherwise,  shall not be in effect  for any  period of thirty  (30)  consecutive
days.

     7.9 Material Adverse Effect.  There shall be any event,  act,  condition or
occurrence having a Material Adverse Effect.

     7.10 Change of Control.  Either (a) any person or group of persons  (within
the meaning of the  Securities  Exchange  Act of 1934,  as  amended)  shall have
acquired after the date hereof beneficial  ownership (within the meaning of Rule
13d-3 promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended) of twenty  percent (20%) or more of the issued
and outstanding shares of capital stock of the U.S. Borrower having the right to
vote  for  the  election  of  directors  of the  U.S.  Borrower  under  ordinary
circumstances,  (b) during any period of 12 consecutive  calendar  months ending
after  the  date  hereof,  individuals  who  at the  beginning  of  such  period
constituted the board of directors of the U.S.  Borrower  (together with any new
directors whose election to the board of directors of the U.S. Borrower or whose
nomination  for such  election  by the  stockholders  of the U.S.  Borrower  was
approved by a vote of at least 2/3rd of the  directors  then still in office who
either were  directors  at the  beginning  of such  period or whose  election or
nomination for election was  previously so approved)  cease for any reason other
than death or  disability  to constitute a majority of the directors of the U.S.
Borrower then in office;  or (c) the U.S. Borrower shall fail to own one hundred
percent  (100%)  of the  issued  and  outstanding  capital  stock of the  German
Borrower,  the  Canadian  Borrower or any other Credit Party having the right to
vote  for  the  election  of  directors  of such  Credit  Party  under  ordinary
circumstances.

     7.11 Change in Management. Two or more of the Principal Officers shall die,
become  incapacitated  or  otherwise  cease  to  be  actively  involved  in  the
day-to-day executive management of the U.S. Borrower.

     7.12 Interest Rate Protection Agreements.  Any default, event of default or
similar event shall occur under any Interest Rate Protection  Agreement  between
any  Borrower  and  Lender  or  any  Affiliate  of  Lender,  including,  without
limitation,  any "Event of Default" or  "Termination  Event"  under that certain
Master  Agreement,  dated as of March 17, 1995,  between the German Borrower and
Lender,  together with the Schedules and  Confirmations  thereto,  as amended or
modified  from time to time,  or any "Event of Default" or  "Termination  Event"
under that certain Master Agreement,  dated as of December 10, 1996, between the
Canadian  Borrower and Lender,  together with the  Schedules  and  Confirmations
thereto, as amended or modified from time to time.

     8.  REMEDIES.  Upon the  occurrence  of any Default  Condition  or Event of
Default, Lender's obligation to extend financing under the Lines of Credit shall
immediately cease; provided,  however, that if such obligation has ceased due to
the  occurrence  of a Default  Condition,  and such Default  Condition  does not
become an Event of Default due to its having been cured or waived  before it has
matured into an Event of Default, then such obligation shall be reinstated as of
the date such Default  Condition is so cured or waived.  Upon the  occurrence or
existence of any Event of Default, or any time thereafter,  without prejudice to
the rights of Lender to enforce  its claims  against  Borrower  for  damages for
failure by Borrower to fulfill any of its obligations hereunder, subject only to
prior receipt by Lender of payment in full of all Obligations  then  outstanding
in a form acceptable to Lender, Lender shall have all of the rights and remedies
set forth in Sections 8.1, 8.2, 8.3 and 8.4 below,  and it may exercise any one,
more, or all of such remedies, in its sole discretion, without thereby waiving
any of the others.

     8.1 Acceleration of the Obligations. Lender, at its option, may declare all
of the Obligations  (including but not limited to that portion thereof evidenced
by any one or more of the Notes) to be  immediately  due and payable,  whereupon
the same shall become immediately due and payable without  presentment,  demand,
protest,  notice of  nonpayment  or any other  notice  required by law  relative
thereto,  all of  which  are  hereby  expressly  waived  by  Borrower,  anything
contained herein to the contrary notwithstanding.
<PAGE>

     8.2  Default  Rate.  If Lender so  elects,  by  further  written  notice to
Borrower,  Lender may increase the rate of interest charged on any or all of the
Obligations  then  outstanding  for so long  thereafter as Lender  further shall
elect to a rate not to exceed the Default Rate.

     8.3 Other Remedies.  Unless and except to the extent expressly provided for
to the  contrary  herein,  the  rights of Lender  specified  herein  shall be in
addition to, and not in limitation of, Lender's rights under the UCC, as amended
from time to time, or any other  statute or rule of law or equity,  or under any
other  provision of any of the Loan  Documents,  or under the  provisions of any
other  document,  instrument or other writing  executed by Borrower or any third
party  in  favor  of  Lender,  all of which  may be  exercised  successively  or
concurrently.

     8.4 Set Off. To the extent not prohibited by law, Borrower hereby grants to
Lender a security interest in and security title to and hereby assigns, pledges,
transfers and conveys to Lender any balance or deposit  accounts of the Borrower
with the Lender,  whether such accounts be general or special,  or individual or
multiple  party,  and  upon all  drafts,  notes or  other  items  deposited  for
collection or presented  for payment by Borrower  with Lender,  exclusive of any
such property in the  possession or control of Lender as a fiduciary  other than
as agent,  and  Lender  may at any time  during  the  existence  of any Event of
Default,  without  demand or  notice,  appropriate  and apply any of such to the
payment to any of the Obligations, whether or not then due.

     9. MISCELLANEOUS

     9.1 Waiver. Each and every right granted to Lender under this Agreement, or
any of the other Loan Documents, or any other document delivered hereunder or in
connection  herewith or allowed it by law or in equity,  shall be cumulative and
may be  exercised  from  time to  time.  No  failure  on the part of  Lender  to
exercise,  and no delay in  exercising,  any  right  shall  operate  as a waiver
thereof,  nor  shall  any  single  or  partial  exercise  by Lender of any right
preclude  any other or further  exercise  thereof or the  exercise  of any other
right.  No waiver by Lender of any Default  Condition or Event of Default  shall
constitute a waiver of any subsequent Default Condition or Event of Default.

     9.2 Governing Law. THIS AGREEMENT,  THE NOTES AND THE OTHER LOAN DOCUMENTS,
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER, SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS
(AND NOT THE LAWS OF CONFLICTS) OF THE STATE OF GEORGIA.

     9.3 Survival. All representations, warranties and covenants made herein and
in the Loan  Documents  shall  survive the  execution  and  delivery  hereof and
thereof. The terms and provisions of this Agreement shall continue in full force
and  effect,  notwithstanding  the  payment  of one or more of the  Notes or the
termination of the Lines of Credit,  until all of the Obligations have been paid
in full and  Lender is no longer  obligated  to make any  Loans  hereunder,  but
Borrower's  obligations  under Sections 2.2.3, 9.6 and 9.20 hereof shall survive
any termination of this Agreement.

     9.4 No Assignment by Borrower. No assignment hereof or of any Loan Document
shall be made by Borrower  without the prior written  consent of Lender.  Lender
may assign, or sell  participants in, its rights,  title and interest herein and
in the Loan  Documents  at any time  hereafter  without  notice to or consent of
Borrower.

     9.5   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts, each of which when fully executed shall be an original, and all of
said counterparts  taken together shall be deemed to constitute one and the same
agreement.

     9.6 Reimbursement. Borrower shall pay to Lender on demand all out-of-pocket
costs, taxes (other than taxes based on income) and expenses that Lender pays or
actually incurs in connection with the negotiation,  preparation,  consummation,
modification, administration,  restructuring, enforcement or termination of this
Agreement  and the other Loan  Documents,  including,  without  limitation:  (a)
attorneys' fees and paralegals' fees and  disbursements of outside counsel;  (b)
costs and  expenses  (including  outside  attorneys'  and  paralegals'  fees and
disbursements) for the initial preparation and closing of the Loan Documents, or
any amendment,  supplement,  waiver, consent or subsequent closing in connection
with the Loan Documents and the transactions contemplated thereby; (c) sums paid
<PAGE>

or  incurred  to pay for any amount or to take any action  required  of Borrower
under  the  Loan  Documents  that  Borrower  fails to pay or  take;  (d)  stamp,
documentary,  recording,  property, ad valorem or other similar taxes payable in
respect to any of the Loan Documents, the Obligations or the Collateral, and (e)
after an  Event  of  Default,  costs  and  expenses  (including  attorneys'  and
paralegals'  fees and  disbursements)  paid or incurred to obtain payment of the
Obligations,  enforce any Lien in the Collateral, sell or otherwise realize upon
any Collateral, and otherwise enforce the provisions of the Loan Documents or to
defend  any  claim  made  or  threatened  against  Lender  arising  out  of  the
transactions  contemplated hereby (including,  without limitation,  preparations
for and consultations  concerning any such matters).  The foregoing shall not be
construed to limit any other  provisions of the Loan Documents  regarding  costs
and expenses to be paid to  Borrower.  All of the  foregoing  costs and expenses
may,  in the  discretion  of Lender,  be  charged  to any of the  Master  Notes.
Borrower will pay all expenses  incurred by it in the transaction.  In the event
Borrower becomes a debtor under the Bankruptcy  Code,  Lender's secured claim in
such case shall  include  interest on the  Obligations  and all fees,  costs and
charges  provided for herein  (including,  without  limitation,  attorneys' fees
actually  incurred),  all to the extent allowed by the Bankruptcy Code.  Without
limitation of the foregoing,  Borrower shall pay Lender's  standard audit fee in
connection with any field audits conducted pursuant to Section 4.1 (which on the
date hereof is $2500) and shall further pay all Lender's  out-of-pocket expenses
(including, without limitation, expenses for travel, lodging and meals) incurred
in connection with any such audit.

     9.7  Successors and Assigns.  This  Agreement and Loan  Documents  shall be
binding upon and inure to the benefit of the successors and permitted assigns of
the parties hereto and thereto.

     9.8  Severability.  If any provision  this  Agreement or of any of the Loan
Documents or the application thereof to any party thereto or circumstances shall
be invalid or unenforceable to any extent,  the remainder of such Loan Documents
and  the   application  of  such  provisions  to  any  other  party  thereto  or
circumstance shall not be affected thereby and shall be enforced to the greatest
extent permitted by law.

     9.9 Notices. All notices,  requests and demands to or upon any party hereto
shall be deemed to have been  given or made  when  personally  delivered  or the
third day after being  deposited  in the mail,  registered  or  certified  mail,
postage prepaid,  addressed to it at its address set forth beneath its signature
below (or to such other address as may be designated by it hereafter in writing)
except in cases where it is expressly  provided herein or by applicable law that
such notice,  demand or request is not effective  until received by the party to
whom it is addressed.

     9.10  Entire  Agreement;  Amendments.  This  Agreement,  together  with the
remaining Loan Documents,  constitute the entire  agreement  between the parties
hereto with respect to the subject matter hereof. Neither this Agreement nor any
Loan Document may be changed, waived, discharged, modified or terminated orally,
but  only  by an  instrument  in  writing  signed  by  the  party  against  whom
enforcement is sought.  This Agreement  constitutes an amendment and restatement
of the U.S.  Loan  Agreement,  the Canadian  Loan  Agreement and the German Loan
Agreement.  The execution and delivery of this Agreement  shall not constitute a
novation,  waiver,  release or modification of any rights, claims or remedies of
Lender under the U.S. Loan Agreement,  the Canadian Loan Agreement or the German
Loan Agreement or otherwise,  based on any facts or events occurring or existing
prior to the execution and delivery of this Agreement.

     9.11 Time of  Essence.  Time is of the  essence in this  Agreement  and the
other Loan Documents.

     9.12  Interpretation.  No provision of this  Agreement or any Loan Document
shall be  construed  against or  interpreted  to the  disadvantage  of any party
hereto by any court or other  governmental  or judicial  authority  by reason of
such party having or being deemed to have structured or dictated such provision.

     9.13  Lender Not a Joint  Venturer.  Neither  this  Agreement  nor any Loan
Document  shall in any respect be  interpreted,  deemed or  construed  as making
Lender a partner or joint  venturer  with any Credit  Party or as  creating  any
similar  relationship  or entity,  and Borrower agrees that it will not make any
contrary  assertion,  contention,  claim or counterclaim in any action,  suit or
other legal proceeding involving Lender and any Credit Party.
<PAGE>

     9.14 Jurisdiction. BORROWER AGREES THAT ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THIS  AGREEMENT OR ANY LOAN  DOCUMENT MAY BE BROUGHT IN THE COURTS OF
THE STATE OF GEORGIA OR THE UNITED  STATES OF AMERICA FOR THE NORTHERN  DISTRICT
OF GEORGIA,  ATLANTA  DIVISION,  ALL AS LENDER MAY ELECT.  BY  EXECUTION OF THIS
AGREEMENT,  BORROWER HEREBY SUBMITS TO EACH SUCH JURISDICTION,  HEREBY EXPRESSLY
WAIVING  WHATEVER RIGHTS MAY CORRESPOND TO IT BY REASON OF ITS PRESENT OR FUTURE
DOMICILE.  NOTHING  HEREIN  SHALL  AFFECT THE RIGHT OF LENDER TO COMMENCE  LEGAL
PROCEEDINGS OR OTHERWISE  PROCEED AGAINST BORROWER IN ANY OTHER  JURISDICTION OR
TO SERVE PROCESS IN ANY MANNER PERMITTED OR REQUIRED BY LAW.

     9.15  Acceptance.  This Agreement,  together with the other Loan Documents,
shall not become effective unless and until delivered to Lender at its principal
office in Atlanta,  Fulton County,  Georgia and accepted in writing by Lender at
such office as evidenced by its execution  hereof  (notice of which delivery and
acceptance are hereby waived by Borrower).

     9.16  Payment  on  Non-Business  Days.  Whenever  any  payment  to be  made
hereunder or under the Notes shall be stated to be due on a Saturday,  Sunday or
a public  holiday  under the laws of the State of Georgia,  such  payment may be
made on the next  succeeding  Business Day, and such  extension of time shall in
such case be included in the  computation  of payment of interest  hereunder  or
under the Notes.

     9.17 Cure of Defaults by Lender.  If, hereafter,  any Credit Party defaults
in the  performance  of any duty or obligation to Lender  hereunder or under any
Loan  Document,  Lender may, at its option,  but without  obligation,  cure such
default  and any  costs,  fees and  expenses  incurred  by Lender in  connection
therewith shall be deemed to be advances against the Master Note, whether or not
this creates an overadvance thereunder,  and shall be payable in accordance with
its terms.

     9.18 Recitals.  All recitals  contained  herein are hereby  incorporated by
reference into this Agreement and made part thereof.

     9.19 Sole Benefit.  The rights and benefits set forth in this Agreement and
the other Loan  Documents are for the sole and exclusive  benefit of the parties
hereto and thereto and may be relied upon only by them.

     9.20 Indemnification.  Borrower will hold Lender, its respective directors,
officers,  employees,  agents, Affiliates,  successors and assigns harmless from
and indemnify Lender, its respective  directors,  officers,  employees,  agents,
Affiliates,  successors  and  assigns  against,  all  loss,  damages,  costs and
expenses  (including,  without limitation,  attorney's fees, costs and expenses)
actually  incurred  by  any  of  the  foregoing,  whether  direct,  indirect  or
consequential,  as a result of or arising from or relating to any  "Proceedings"
(as defined below) by any Person,  whether threatened or initiated,  asserting a
claim for any legal or  equitable  remedy  against any Person under any statute,
case  or  regulation,  including,  without  limitation,  any  federal  or  state
securities laws or under any common law or equitable case or otherwise,  arising
from or in connection  with this  Agreement,  and any other of the  transactions
contemplated by this Agreement, except to the extent such losses, damages, costs
or expenses are due to the willful  misconduct or gross negligence of Lender. As
used herein,  "Proceedings" shall mean actions,  suits or proceedings before any
court, governmental or regulatory authority and shall include, particularly, but
without limitation, any actions concerning Environmental Laws. At the request of
Lender, Borrower will indemnify any Person to whom Lender transfers or sells all
or any portion of its interest in the Obligations or  participations  therein on
terms  substantially  similar to the terms set forth above.  Lender shall not be
responsible  or liable to any  Person  for  consequential  damages  which may be
alleged as a result of this  Agreement or any of the  transactions  contemplated
hereby.  The  obligations  of  Borrower  under this  Section  shall  survive the
termination of this Agreement and payment of the Obligations.

     9.21 Jury Trial Waiver.  EACH OF BORROWER AND LENDER HEREBY WAIVES,  TO THE
EXTENT  PERMITTED BY  APPLICABLE  LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF
THE LOAN DOCUMENTS OR THE OBLIGATIONS OR ANY COLLATERAL THEREFOR.
<PAGE>

     9.22 Judgment  Currency.  (a) If any Obligation due from the Borrower under
this  Agreement,  any  Note,  any  other  Loan  Document  or any  Interest  Rate
Protection  Agreement  or under any order or judgment  given or made in relation
hereto or thereto has to be converted  from the currency (the "first  currency")
in which the same is  payable  hereunder  or  thereunder  or under such order or
judgment into another  currency (the "second  currency")  for the purpose of (i)
making or filing a claim or proof  against the  Borrower  with any  Governmental
Authority  or in any court or tribunal or (ii)  enforcing  any order or judgment
given or made in relation hereto or thereto, such Obligation shall be discharged
only to the extent that on the date when received by Lender, the sum so adjudged
to be due in the second  currency,  after  conversion  to the first  currency is
equal to the amount of the Obligation  when  denominated in the first  currency,
and the Borrower shall  indemnify and hold harmless  Lender from and against any
loss actually  suffered as a result of any  discrepancy  between (A) the rate of
exchange used to convert the amount in question from the first currency into the
second currency,  and (B) the rate or rates of exchange at which Lender,  acting
in good faith,  purchased  the first  currency  with the second  currency  after
receipt of a sum paid to it in the second currency in satisfaction,  in whole or
in part, of any such order,  judgment,  claim or proof. The foregoing  indemnity
shall  constitute  a  separate  obligation  of the  Borrower  distinct  from its
obligations hereunder and under the other Loan Documents.

     (a) Except where otherwise expressly provided in this Agreement in any case
where the first currency is to be converted into the second  currency,  the rate
of exchange used shall be Lender's spot rate of exchange for the purchase of the
first currency with the second currency at the close of business on the Business
Day  preceding  the date on which  judgment is given or any order for payment is
made.

     10. CONDITIONS PRECEDENT

     10.1 Conditions to Initial Loans.  Unless waived in writing by Lender at or
prior to the execution and delivery of this Agreement,  the conditions set forth
below shall constitute express conditions precedent to the effectiveness of this
Agreement  and any  obligation  of Lender  hereunder to make the initial Loan or
Loans on the Closing Date:

     10.1.1 Loan Documents. Receipt by Lender of this Agreement and the Notes as
well as the Security  Agreement,  the Stock Pledge Agreements to be executed and
delivered on the date hereof and the other Loan  Documents  and such  additional
Loan Documents as Lender shall deem to be necessary or  appropriate  (including,
without limitation, patent and trademark collateral assignments).

     10.1.2  Guaranties.  Receipt  by  Lender  of  a  Guaranty  signed  by  each
Guarantor.

     10.1.3 No Default.  No Default Condition or Event of Default shall exist at
the time of and after  giving  effect to such Loan,  and  Borrower  shall in all
respects  be in  compliance  with all of the  terms of the  Loan  Documents,  as
evidenced by its delivery of a duly  completed  and executed  certificate  of no
default to such effect,  which shall be  substantially  in the form of Exhibit F
attached hereto.

     10.1.4 Secretary's Certificate. Receipt by Lender of a certificate dated as
of the Closing  Date from the  Secretary  (or  Assistant  Secretary)  of each of
Borrower and Guarantor  certifying to Lender that  appropriate  resolutions have
been adopted by the Board of Directors of such Credit Party incident  hereto and
that the officers of such Credit Party whose signatures appear hereinbelow or on
the other Loan Documents,  and on any and all other  documents,  instruments and
agreements executed on behalf of such Credit Party in connection  herewith,  are
duly authorized by the Board of Directors of such Credit Party for and on behalf
of such Credit Party to execute and deliver such Loan  Documents  and such other
documents, instruments and agreements, and to bind such Credit Party accordingly
thereby,  all in  form  and  substance  substantially  similar  to  those  board
resolutions  set forth and  described  on Exhibit G in the case of Borrower  and
Exhibit H in the case of each Guarantor.
<PAGE>

     10.1.5 Good Standing  Certificates.  Receipt by Lender of a certificate  of
good standing with respect to each Borrower and Guarantor  from the  appropriate
officer of the jurisdiction of organization of such Borrower or Guarantor, dated
within 30 days of the date hereof.

     10.1.6  Articles/By-Laws.  Receipt by Lender of copies of the  articles  of
incorporation  and bylaws (or  equivalent  documents)  of each of  Borrower  and
Guarantor as in effect on the Closing  Date,  certified as to truth and accuracy
by the Secretary or an Assistant Secretary of such Borrower or Guarantor.

     10.1.7  Solvency  Certificate.   Lender  shall  have  received  a  Solvency
Certificate,  in the form of Exhibit I attached hereto,  dated as of the Closing
Date and duly executed and completed by the chief financial  officer of the U.S.
Borrower.

     10.1.8  Opinion of Counsel.  Receipt by Lender of an opinion of counsel for
each Borrower and Guarantor in substantially the form of Exhibit J.

     10.1.9  Telephone  Instruction  Letter.  Receipt  by Lender of a  telephone
instruction  letter,  concerning requests for advances under the Line of Credit,
and in the form of Exhibit K attached  hereto,  duly  completed  and executed by
Borrower.

     10.1.10  Other.  Receipt by Lender of such other  documents,  certificates,
instruments and agreements as shall be required hereunder or provided for herein
or as Lender or Lender's counsel may require in connection herewith.

     10.2  Conditions to all Loans.  Unless waived in writing by Lender,  Lender
shall not be obligated to make any Loan  (whether on or after the Closing  Date)
if as of the date of such  Loan or after  giving  effect  to the  making of such
Loan:

     10.2.1  Representations  and Warranties.  Any representation or warranty by
any Credit Party contained herein or in any of the other Loan Documents shall be
untrue or  incorrect  in any  material  respect as of such  date,  except to the
extent  that such  representation  or warranty  expressly  relates to an earlier
date; or

     10.2.2 Material Adverse Effect. Any event or circumstance having a Material
Adverse  Effect  shall  have  occurred  since  the  date  of this  Agreement  as
determined by the Lender; or

     10.2.3  Default  Condition  or Event of  Default.  Any Event of  Default or
Default  Condition  shall have  occurred and be continuing or would result after
giving effect to such Loan; or

     10.2.4  Actions or  Proceedings.  Any action or proceeding  shall have been
instituted or pending  before any court or other  governmental  authority or, to
the knowledge of the Borrower or the Lender, threatened which seeks to prohibit,
enjoin or restrict the  consummation  of the  Acquisition or any part thereof or
which, if adversely determined,  could reasonably be expected to have a Material
Adverse Effect; or

     10.2.5 No Violation of Law. The Loan to be made and the use of the proceeds
thereof shall contravene,  violate or conflict with, or involve any Credit Party
or the Lender in a violation of, any law, rule, injunction, regulation, or order
of any court of law or other governmental authority.

Each request for a Loan by Borrower  hereunder shall constitute a representation
and  warranty  by  Borrower  to Lender,  as of the date of such  Loan,  that all
applicable conditions specified in this Article 10 have been satisfied.

     11.  COLLATERAL.  Each Borrower hereby  acknowledges and agrees, for itself
and its Subsidiaries, that all Collateral in which it or any such Subsidiary has
granted  a  security  interest  to  Lender,  whether  pursuant  to the  Security
Agreement,  any Stock Pledge Agreement or any other Loan Document,  shall secure
all  Obligations  of such Borrower and such  Subsidiary and of each other Credit
Party to  Lender,  whether  for  principal,  interest,  fees, expenses  or other
amounts.
<PAGE>


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

                                WACHOVIA BANK,
                                NATIONAL ASSOCIATION


                                By:
                                   -----------------------------------------
                                Name:
                                     ---------------------------------------
                                Title:
                                      --------------------------------------

                                Address:

                                191 Peachtree Street, N.W.
                                Atlanta, Georgia 30303
                                Attn: Specialized Finance Group

























                    [SIGNATURES CONTINUED ON FOLLOWING PAGE)


<PAGE>





                                IMMUCOR, INC.


                                 By:
                                 -----------------------------------------
                                 Name:  Steven C. Ramsey
                                 Title:    Chief Financial Officer
                                 Address:

                                 3130 Gateway Drive
                                 Norcross, Georgia 30091-5625
                                 Attn: Chief Financial Officer




























                    [SIGNATURES CONTINUED ON FOLLOWING PAGE)


<PAGE>



                                DOMINION BIOLOGICALS LIMITED


                                By:
                                -----------------------------------------
                                Name:  Steven C. Ramsey
                                Title:    Vice President

                                Address:

                                3130 Gateway Drive
                                Norcross, Georgia 30091-5625
                                Attn: Chief Financial Officer






























                    [SIGNATURES CONTINUED ON FOLLOWING PAGE)


<PAGE>




                                IMMUCOR MEDIZINISCHE DIAGNOSTIK GMBH


                                By:
                                -----------------------------------------
                                Name:  Edward L. Gallup
                                Title:    Managing Director

                                Address:

                                3130 Gateway Drive
                                Norcross, Georgia 30091-5625
                                Attn: Chief Financial Officer


<PAGE>


<TABLE>

                                  EXHIBIT 1.1A

                            Foreign Credit Facilities and Foreign Credit Facility Liens

Immucor, Inc.
Debt by Affiliate as of 11/30/2000

<CAPTION>
                                  USD                           USD
                              ------------                   -----------
                                Credit         Type of       Collateral                       Interest    Maturity
 Description     Affiliate      Lines        Collateral        Amount           Guarantor        Rate       Date
<S>               <C>          <C>        <C>               <C>                  <C>          <C>         <C>
Line of Credit    Existing     1,571,000     A/R, gov't     602,000/160,000      Immucor      5.65% to       until
                   Italy                   bonds, parent                                       8.625%      revocated
                                              guarantee

Line of Credit    New Italy      766,000    A/R, parent          586,000         Immucor                     until
                                              guarantee                                                     revocated

Line of Credit      Spain      1,500,000  parent guarantee                       Immucor       6.25%      12/20/2001,
                                                                                                             annual
                                                                                                             renewal

Notes Payable      Belgium       222,222  parent guarantee                       Immucor      5.03% to       Nov-07
                                                                                               10.09%

Line of Credit     Belgium       666,667  parent guarantee                       Immucor      5.5% to 6%     Nov-07

                                4,725,889                      AR=$1,888,000
                                                               gov't bonds =
                                                                  $160,000
</TABLE>


<PAGE>

<TABLE>

                                  EXHIBIT 1.1B

                                 Capital Leases

Immucor, Inc.
Capital Lease detail as of 1/31/01

<CAPTION>
                                                                                                       Totals
Vendor                                                    Current              Long Term            as of 1/31/01
-------------------------------------------         -------------------- ---------------------- ----------------------

<S>                                                          <C>                  <C>                    <C>
Banker's Direct Leasing                                      635,743.31           1,639,510.46           2,275,244.77
EAB                                                           84,757.24             199,703.89             284,461.13
IBM                                                            9,609.96                      -               9,609.96
Steelcase                                                     23,047.17              78,159.32             101,206.49
Volvo                                                          5,737.53              12,858.74              18,596.27
                                                    -------------------- ---------------------- ----------------------

                                                             758,886.21           1,930.232.41           2,689,118.62


</TABLE>

<PAGE>

                                    EXHIBIT A

COUNTY OF FULTON

STATE OF GEORGIA                                             February ___, 2001

                                   MASTER NOTE

     1. FOR  VALUE  RECEIVED,  the  undersigned,  ___________________________  a
_____________________  ("Borrower"),  promises  to pay to the order of  WACHOVIA
BANK,  NATIONAL  ASSOCIATION  ("Lender"),  at the principal  office of Lender in
Atlanta,  Georgia,  or at such  other  place as Lender  hereafter  may direct in
writing, in _______________________,  the principal sum of _____________________
($__________),  or so much  thereof as may be disbursed  and remain  outstanding
from time to time  hereafter  under  that  certain  "__________________  Line of
Credit"  opened  by Lender in favor of  Borrower  pursuant  to the terms of that
certain Loan Agreement,  dated as of February 23, 2001,  among Lender,  Borrower
and  certain  affiliates  of  Borrower  (hereinafter,  as it may be  amended  or
supplemented  from time to time,  called the "Loan  Agreement";  all capitalized
terms used herein and not otherwise defined herein shall have the meanings given
such terms in the Loan Agreement),  the terms and provisions of which are hereby
incorporated   herein   by   reference   and   made  a  part   hereof,   on  the
___________________  Termination  Date, with interest  thereon  (computed on the
daily outstanding  principal balance, for the actual number of days outstanding,
on the  basis of a 360 day year) on each  advance  made  hereunder  from date of
advance until paid in full at the rate per annum equal to the  Applicable  Rate.
Accrued  interest  on the  unpaid  principal  balance  hereof  from time to time
outstanding  shall be due and payable at such times as are  provided in the Loan
Agreement and on the _______________ Termination Date.

     2.  Borrower  agrees,  in the event that this  Master  Note or any  portion
hereof is  collected  by law or through an  attorney at law, to pay all costs of
collection  incurred  by  Lender,  including,  without  limitation,   reasonable
attorneys' fees.

     3. This Master Note evidences  borrowing  under,  is subject to and secured
by, and shall be paid and  enforced in  accordance  with,  the terms of the Loan
Agreement, and is the "___________ Master Note" defined in Section 1.1 thereof.

     4.  Nothing  herein  shall  limit any right  granted to Lender by any other
instrument or by law or equity.

     5. Borrower hereby waives presentment,  demand,  protest, notice of demand,
protest and  nonpayment  and any other notice  required by law relative  hereto,
except to the extent as otherwise may be provided for in the Loan Agreement.


<PAGE>


     IN WITNESS WHEREOF,  Borrower has caused this ______________ Master Note to
be signed and delivered as of the day and year first above written.



                                By:
                                   -----------------------------------------
                                Name:
                                     ---------------------------------------
                                Title:
                                      --------------------------------------



<PAGE>



                                    EXHIBIT B

COUNTY OF FULTON

STATE OF GEORGIA                                            February ___, 2001

                                  CAD TERM NOTE

     1.  FOR  VALUE  RECEIVED,   the  undersigned,   IMMUCOR,  INC.,  a  Georgia
corporation  ("Borrower"),  promises  to pay  to the  order  of  WACHOVIA  BANK,
NATIONAL ASSOCIATION  ("Lender"),  at the principal office of Lender in Atlanta,
Georgia,  or at such other place as Lender  hereafter may direct in writing,  in
legal  tender of  Canada,  the  principal  sum of THREE  MILLION  EIGHT  HUNDRED
TWENTY-SEVEN  THOUSAND THREE HUNDRED  THIRTY-THREE  AND 34/100 CANADIAN  DOLLARS
(3,827,333.34 Cn$),  constituting the outstanding  principal balance of the "CAD
Term Loan", as that term is defined in that certain Loan Agreement,  dated as of
even date herewith,  among Lender,  Borrower and certain  affiliates of Borrower
(hereinafter,  as it may be amended or supplemented from time to time, the "Loan
Agreement";  all capitalized  terms used herein and not otherwise defined herein
shall have the meanings given such terms in the Loan  Agreement),  the terms and
provisions of which are hereby  incorporated herein by reference and made a part
hereof,  with  interest  thereon  (computed on the daily  outstanding  principal
balance,  for the actual number of days  outstanding,  on the basis of a 360 day
year)  from  date  hereof at the rate per annum  equal to the  Applicable  Rate.
Accrued  interest  on the  unpaid  principal  balance  hereof  from time to time
outstanding shall be due and at such times as are provided in the Loan Agreement
and at maturity.  Commencing on March 1, 2001,  and continuing to be due on each
succeeding Payment Date, the principal amount hereof shall be due and payable in
the following  installments  which shall be due on the  following  Payment Dates
(except that the entire remaining unpaid principal  balance hereof together with
all accrued  but unpaid  interest  thereon  shall be due and payable on the last
Payment Date specified below):

         Payment Date                        Principal Installment Due
         ------------                        -------------------------
         March 1, 2001                             Cn$478,416.66
         June 1, 2001                              Cn$478,416.66
         September 1, 2001                         Cn$478,416.66
         December 1, 2001                          Cn$478,416.66
         March 1, 2002                             Cn$478,416.66
         June 1, 2002                              Cn$478,416.66
         September 1, 2002                         Cn$478,416.66
         December 1, 2002                          Cn$478,416.72


     2.  Borrower  agrees,  in the event that this CAD Term Note or any  portion
hereof is  collected  by law or through an  attorney at law, to pay all costs of
collection  incurred  by  Lender,  including,  without  limitation,   reasonable
attorneys' fees.

     3. This CAD Term Note evidences  borrowing under, is subject to and secured
by, and shall be paid and  enforced in  accordance  with,  the terms of the Loan
Agreement, and is the "CAD Term Note" defined in Section 1.1 thereof.

     4.  Nothing  herein  shall  limit  any  right  granted  Lender by any other
instrument or by law.

     5. Borrower hereby waives presentment,  demand,  protest, notice of demand,
protest and  nonpayment  and any other notice  required by law relative  hereto,
except to the extent as otherwise may be provided for in the Loan Agreement.


<PAGE>




     IN WITNESS WHEREOF, Borrower has caused this CAD Term Note to be signed and
delivered as of the day and year first above written.

                                IMMUCOR, INC.


                                By:
                                   -----------------------------------------
                                Name:
                                     ---------------------------------------
                                Title:
                                      --------------------------------------



<PAGE>


                                   EXHIBIT C-1

COUNTY OF FULTON

STATE OF GEORGIA                                           February ___, 2001

                                   TERM NOTE A

     1.  FOR  VALUE  RECEIVED,   the  undersigned,   IMMUCOR,  INC.,  a  Georgia
corporation  ("Borrower"),  promises  to pay  to the  order  of  WACHOVIA  BANK,
NATIONAL ASSOCIATION  ("Lender"),  at the principal office of Lender in Atlanta,
Georgia,  or at such other place as Lender  hereafter may direct in writing,  in
legal tender of the of the United States of America, the principal sum of TWENTY
MILLION DOLLARS ($20,000,000), constituting the proceeds of the Term Loan A made
to Borrower by Lender pursuant to that certain Loan Agreement,  dated as of even
date  herewith,  among  Lender,  Borrower and certain  Subsidiaries  of Borrower
(hereinafter,  as it may be amended or supplemented from time to time, the "Loan
Agreement";  all capitalized  terms used herein and not otherwise defined herein
shall have the meanings given such terms in the Loan  Agreement),  the terms and
provisions of which are hereby  incorporated herein by reference and made a part
hereof,  with  interest  thereon  (computed on the daily  outstanding  principal
balance,  for the actual number of days  outstanding,  on the basis of a 360 day
year)  from  date  hereof at the rate per annum  equal to the  Applicable  Rate.
Accrued  interest  on the  unpaid  principal  balance  hereof  from time to time
outstanding  shall be due and payable at such times as are  provided in the Loan
Agreement and at maturity. Commencing on March 1, 2001, and continuing to be due
on each  succeeding  Payment Date, the principal  amount hereof shall be due and
payable  in the  following  installments  which  shall  be due on the  following
Payment Dates (except that the entire remaining unpaid principal  balance hereof
together with all accrued but unpaid  interest  thereon shall be due and payable
on the last Payment Date specified below):

       Payment Date                            Principal Installment Due
       ------------                            -------------------------
       March 1,2001                                     $375,000
       June 1, 2001                                     $375,000
       September 1, 2001                                $375,000
       December 1, 2001                                 $375,000
       March 1, 2002                                    $875,000
       June 1, 2002                                     $875,000
       September 1, 2002                                $875,000
       December 1, 2002                                 $875,000
       March 1, 2003                                   $1,250,000
       June 1, 2003                                    $1,250,000
       September 1, 2003                               $1,250,000
       December 1, 2003                                $1,250,000
       March 1, 2004                                   $1,250,000
       June 1, 2004                                    $1,250,000
       September 1, 2004                               $1,250,000
       December 1, 2004                                $1,250,000
       March 1, 2005                                   $1,250,000
       June 1, 2005                                    $1,250,000
       September 1, 2005                               $1,250,000
       December 1, 2005                                $1,250,000

     2.  Borrower  agrees,  in the event that this  Additional  Term Note or any
portion  hereof is  collected  by law or through an  attorney at law, to pay all
costs  of  collection  incurred  by  Lender,   including,   without  limitation,
reasonable attorneys' fees.

     3. This Term Note A evidences  borrowing  under,  is subject to and secured
by, and shall be paid and  enforced in  accordance  with,  the terms of the Loan
Agreement, and is the "Term Note A" defined in Section 1.1 thereof.

     4.  Nothing  herein  shall  limit  any  right  granted  Lender by any other
instrument or by law.

     5. Borrower hereby waives presentment,  demand,  protest, notice of demand,
protest and  nonpayment  and any other notice  required by law relative  hereto,
except to the extent as otherwise may be provided for in the Loan Agreement.


<PAGE>


     IN WITNESS  WHEREOF,  Borrower has caused this Term Note A to be signed and
delivered as of the day and year first above written. IMMUCOR, INC.


                                By:
                                   -----------------------------------------
                                Name:
                                     ---------------------------------------
                                Title:
                                      --------------------------------------



<PAGE>


                                   EXHIBIT C-2

COUNTY OF FULTON

STATE OF GEORGIA                                           February ___, 2001

                                   TERM NOTE B

     1.  FOR  VALUE  RECEIVED,   the  undersigned,   IMMUCOR,  INC.,  a  Georgia
corporation  ("Borrower"),  promises  to pay  to the  order  of  WACHOVIA  BANK,
NATIONAL ASSOCIATION  ("Lender"),  at the principal office of Lender in Atlanta,
Georgia,  or at such other place as Lender  hereafter may direct in writing,  in
legal tender of the of the United  States of America,  the  principal sum of SIX
MILLION DOLLARS ($6,000,000),  constituting the proceeds of the Term Loan B made
to Borrower by Lender pursuant to that certain Loan Agreement,  dated as of even
date  herewith,  among  Lender,  Borrower  and  certain  affiliates  of Borrower
(hereinafter,  as it may be amended or supplemented from time to time, the "Loan
Agreement";  all capitalized  terms used herein and not otherwise defined herein
shall have the meanings given such terms in the Loan  Agreement),  the terms and
provisions of which are hereby  incorporated herein by reference and made a part
hereof,  with  interest  thereon  (computed on the daily  outstanding  principal
balance,  for the actual number of days  outstanding,  on the basis of a 360 day
year)  from  date  hereof at the rate per annum  equal to the  Applicable  Rate.
Accrued  interest  on the  unpaid  principal  balance  hereof  from time to time
outstanding  shall be due and payable at such times as are  provided in the Loan
Agreement and at maturity. The outstanding principal balance of this Term Note B
shall be due and payable in full on December 1, 2005.

     2.  Borrower  agrees,  in the event  that  this Term Note B or any  portion
hereof is  collected  by law or through an  attorney at law, to pay all costs of
collection  incurred  by  Lender,  including,  without  limitation,   reasonable
attorneys' fees.

     3. This Term Note B evidences  borrowing  under, is subject to and shall be
paid and enforced in accordance  with, the terms of the Loan  Agreement,  and is
the "Term Note B" defined in Section 1.1 thereof.

     4.  Nothing  herein  shall  limit  any  right  granted  Lender by any other
instrument or by law.

     5. Borrower hereby waives presentment,  demand,  protest, notice of demand,
protest and  nonpayment  and any other notice  required by law relative  hereto,
except to the extent as otherwise may be provided for in the Loan Agreement.


<PAGE>


         IN WITNESS WHEREOF, Borrower has caused this Term Note B to be signed
and delivered as of the day and year first above written.

                                IMMUCOR, INC.


                                By:
                                   -----------------------------------------
                                Name:
                                     ---------------------------------------
                                Title:
                                      --------------------------------------





<PAGE>


                                   EXHIBIT D-1

                               GUARANTY AGREEMENT

     THIS GUARANTY AGREEMENT (this "Guaranty"), dated as of _____________, ____,
made  by  [_______________________________________________________________],   a
______________  corporation  ("Guarantor"),  in favor of WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association (the "Guaranteed Party").

                              W I T N E S S E T H:

     WHEREAS,  Immucor,  Inc.,  a Georgia  corporation  (the  "U.S.  Borrower"),
Dominion  Biologicals  Limited,  the  successor by  amalgamation  to 300524 Nova
Scotia  Limited and itself a corporation  incorporated  under the laws of Canada
("Canadian Borrower"),  and Immucor Medizinische  Diagnostik GmbH, a corporation
incorporated  under  the  laws  of the  Federal  Republic  of  Germany  ("German
Borrower";  U.S. Borrower,  Canadian Borrower and German Borrower,  individually
and  collectively,  "Borrower")  the  Guaranteed  Party  are  parties  to a Loan
Agreement,  dated as of February ___, 2001,  which  constitutes an amendment and
restatement of that certain Loan Agreement dated as of October 27, 1998, between
the U.S.  Borrower  and the  Guaranteed  Party,  as amended  (as the same may be
amended,  restated,  supplemented  or otherwise  modified from time to time, the
"Loan  Agreement";  the terms defined  therein and not otherwise  defined herein
being used herein as therein defined),  pursuant to which,  subject to the terms
and  conditions set forth  therein,  the Guaranteed  Party has committed to make
certain Loans available to or at the request of the Borrower; and

     WHEREAS,  Borrower and Guarantor  share an identity of interests as members
of a consolidated  group of companies  engaged in similar or related  businesses
and the making of the Loans  available  to or at the  request of  Borrower  will
facilitate expansion and enhance the overall financial strength and stability of
the corporate group of which Guarantor is a part; and

     WHEREAS,  it is a condition precedent to the Guaranteed Party's obligations
to make or continue to make the Loans  available  under the Loan  Agreement that
Guarantor  execute and deliver this Guaranty,  and Guarantor  desires to execute
and deliver this Guaranty to satisfy such condition precedent.

     NOW, THEREFORE, in consideration of the premises and in order to induce the
Guaranteed  Party to make or continue to make the Loans available under the Loan
Agreement, Guarantor hereby agrees as follows:

     1.   Guaranty   of   Obligations.    (a)   Guarantor   hereby   absolutely,
unconditionally  and irrevocably  guarantees to the Guaranteed  Party the prompt
payment when due, whether at stated maturity,  by acceleration or otherwise,  of
the Loans made to Borrower and all of Borrower's  other  Obligations (as defined
in the Loan Agreement,  and including all renewals,  extensions,  modifications,
and  refinancings  thereof) now or hereafter  existing,  whether for  principal,
interest,  fees, expenses or otherwise,  and all expenses (including  reasonable
attorneys' fees and expenses)  incurred by the Guaranteed Party in enforcing any
of its rights under the Loan  Agreement and the other Loan Documents (all of the
foregoing,  collectively,  the "Guaranteed  Obligations").  Any and all payments
made by  Guarantor  hereunder  shall  be made  free  and  clear  of and  without
deduction for any set-off,  counterclaim, or withholdings so that, in each case,
the  Guaranteed  Party shall receive the full amount that it would  otherwise be
entitled to receive with respect to the Guaranteed Obligations.

     (b) Guarantor  acknowledges  and agrees that this Guaranty is a guaranty of
payment and not of  collection  and that the  liability of Guarantor  under this
Guaranty  shall be immediate  and primary and shall not be  contingent  upon the
exercise or enforcement  by the Guaranteed  Party of any remedies the Guaranteed
Party may have  against the  Borrower,  any other  guarantor  of the  Guaranteed
Obligations or any other person,  or the  enforcement of any lien or realization
upon any collateral the Guaranteed  Party may at any time possess for any of the
Guaranteed Obligations.
<PAGE>

     2. Maximum  Liability.  It is the intention of Guarantor and the Guaranteed
Party that Guarantor's  obligations hereunder shall be in, but not in excess of,
the maximum amount permitted by applicable federal bankruptcy, state insolvency,
fraudulent  conveyance or transfer or similar laws  ("Applicable  Law"). To that
end,  but only to the extent  such  obligations  would  otherwise  be subject to
avoidance  under  Applicable  Law if  Guarantor  is not deemed to have  received
valuable  consideration,  fair  value or  reasonably  equivalent  value  for its
obligations  hereunder,  Guarantor's  obligations  hereunder shall be reduced to
that amount  which,  after giving  effect  thereto,  would not render  Guarantor
insolvent,  or leave  Guarantor with  unreasonably  small capital to conduct its
business,  or cause  Guarantor  to have  incurred  debts  (or  intended  to have
incurred debts) beyond its ability to pay such debts as they mature, at the time
such  obligations are deemed to have been incurred under Applicable Law. As used
herein, the terms "insolvent" and "unreasonably small capital" shall likewise be
determined in accordance with Applicable Law. This Section is intended solely to
preserve the rights of the  Guaranteed  Party  hereunder  to the maximum  extent
permitted by Applicable  Law, and neither  Guarantor nor any other Persons shall
have any right or claim under this Section that would not otherwise be available
under Applicable Law.

     3. Guaranty  Absolute.  This Guaranty shall in all respects be an absolute,
unconditional and irrevocable guaranty of payment of the Guaranteed  Obligations
and Guarantor  guarantees that the Guaranteed  Obligations will be paid strictly
in  accordance  with the terms of the Loan  Documents  under  which they  arise,
regardless  of any law,  regulation  or order now or  hereafter in effect in any
jurisdiction  affecting any of such terms or the rights of the Guaranteed  Party
with respect  thereto.  The  liability of Guarantor  under this  Guaranty  shall
remain in full force and effect  without  regard to, and shall not be  released,
suspended,  discharged,  terminated,  modified  or  otherwise  affected  by  any
circumstance or occurrence  whatsoever,  including without limitation any of the
following (whether or not Guarantor consents thereto or has notice thereof): (i)
any change in or waiver of the time,  place or manner of  payment,  or any other
term, of any of the Guaranteed  Obligations or Loan Documents,  any waiver of or
any renewal,  extension,  increase,  amendment or  modification  of or addition,
consent or supplement to or deletion from, or any other action or inaction under
or in respect of, any of the  Guaranteed  Obligations  or Loan  Documents or any
other document, instrument or agreement referred to therein or any assignment or
transfer of any of the Guaranteed  Obligations or Loan Documents;  (ii) any lack
of validity,  legality or enforceability of any of the Guaranteed Obligations or
Loan  Documents or any other  document,  instrument,  or  agreement  referred to
therein or of any  assignment  or  transfer of any of the  foregoing;  (iii) any
furnishing to the Guaranteed  Party of any additional  collateral for any of the
Guaranteed  Obligations  or any sale,  exchange,  release  or  surrender  of, or
realization on, any collateral for any of the Guaranteed  Obligations;  (iv) any
settlement,  release or compromise of any of the Guaranteed  Obligations or Loan
Documents,  any  collateral  therefor,  or  any  liability  of any  other  party
(including  without  limitation any other  guarantor) with respect to any of the
Guaranteed Obligations or Loan Documents, or any subordination of payment of any
of  the  Guaranteed  Obligations  to the  payment  of  any  other  indebtedness,
liability  or  obligation  of the  Borrower;  (v)  any  bankruptcy,  insolvency,
reorganization,  composition,  adjustment,  merger, consolidation,  dissolution,
liquidation or other like  proceeding or occurrence  relating to the Borrower or
any other change in the ownership,  composition or nature of the Borrower;  (vi)
any non-perfection,  subordination,  release, avoidability or voidability of any
security interest,  security title, pledge,  collateral assignment or other lien
of the Guaranteed Party on any collateral for any of the Guaranteed  Obligations
or this  Guaranty;  (vii) any  application  of sums paid by the  Borrower or any
other person with respect to any of the  Guaranteed  Obligations,  except to the
extent actually applied against the Guaranteed  Obligations,  regardless of what
other  liabilities  of the  Borrower  remain  unpaid;  (viii) the failure of the
Guaranteed Party to assert any claim or demand or to enforce any right or remedy
against the Borrower or any other person  (including any other  guarantor of any
of the Guaranteed Obligations) under the provisions of any of the Loan Documents
or otherwise,  or any failure of the  Guaranteed  Party to exercise any right or
remedy  against  any  other  guarantor  of or  any  collateral  for  any  of the
Guaranteed  Obligations;  (ix) any other act or failure to act by the Guaranteed
Party which may adversely affect any guarantor of the Guaranteed Obligations; or
(x) any other circumstance  which might otherwise  constitute a defense against,
or a legal or equitable  discharge  of, the  liability  of any  guarantor of the
Guaranteed Obligations.

     4. Guaranty Continuing;  Reinstatement. This Guaranty shall in all respects
be a  continuing  and  irrevocable  guaranty of payment and shall remain in full
force and effect until the Guaranteed Party is no longer under any obligation to
extend any further credit to Borrower under the Loan Agreement and no Guaranteed
Obligations are outstanding. If claim is ever made upon the Guaranteed Party for
repayment or recovery of any amount received by the Guaranteed  Party in payment
or on account of any of the Guaranteed Obligations,  and if the Guaranteed Party
repays all or part of said amount by reason of (i) any judgment, decree or order
of any court or  administrative  body having  jurisdiction  over the  Guaranteed
Party or any of its property or (ii) any  settlement  or  compromise of any such
claim effected by the Guaranteed Party with any such claimant (including without
limitation the Borrower or a trustee, conservator or receiver for the Borrower),
then and in such event Guarantor agrees that any such judgment,  decree,  order,
<PAGE>

settlement or compromise  shall be binding upon Guarantor,  notwithstanding  any
revocation or cancellation of this Guaranty or of any of the Loan Documents, and
Guarantor  shall be and remain liable to the Guaranteed  Party hereunder for the
amount so repaid or  recovered  to the same  extent as if such  amount had never
originally  been paid to the Guaranteed  Party and  Guarantor's  obligations and
liabilities to the  Guaranteed  Party under this Guaranty shall be reinstated to
such extent and this Guaranty and any  collateral for this Guaranty shall remain
in full force and  effect (or shall be  reinstated)  to such  extent.  Guarantor
hereby expressly waives the benefit of any applicable statute of limitations and
agrees that it shall be liable under this Guaranty whenever the Guaranteed Party
seeks to enforce such liability against Guarantor or its property.

     5. Waivers and Consents.  Guarantor hereby waives: (i) notice of acceptance
of  this  Guaranty  by the  Guaranteed  Party;  (ii)  notice  of  the  creation,
existence,  acquisition,   extension,  or  renewal  of  any  of  the  Guaranteed
Obligations;   (iii)  notice  of  the  amount  of  the  Guaranteed   Obligations
outstanding from time to time,  subject,  however,  to Guarantor's right to make
inquiry of the Guaranteed Party at reasonable  intervals to ascertain the amount
of Guaranteed Obligations then outstanding;  (iv) notice of any default or event
of  default  under  any of the  Loan  Documents  or with  respect  to any of the
Guaranteed  Obligations  or notice of any other adverse change in the Borrower's
financial condition or means or ability to pay any of the Guaranteed Obligations
or perform  its  obligations  under any of the Loan  Documents  or notice of any
other fact which might  increase  the risk of any  guarantor  of the  Guaranteed
Obligations; (v) notice of presentment,  demand, protest, and notice of dishonor
or nonpayment as to any  instrument;  (vi) notice of any  acceleration  or other
demand for  payment of any of the  Guaranteed  Obligations;  and (vii) all other
notices and demands to which  Guarantor might otherwise be entitled with respect
to any of the  Guaranteed  Obligations  or the Loan Documents or with respect to
the  Guaranteed  Party's  enforcement  of its  rights and  remedies  thereunder.
Guarantor  further waives any right Guarantor may have, by statute or otherwise,
to require the  Guaranteed  Party to seek recourse first against the Borrower or
any other person,  or to realize upon any  collateral  for any of the Guaranteed
Obligations, as a condition precedent to enforcing Guarantor's joint and several
liability and obligations under this Guaranty,  and Guarantor further waives any
defense arising by reason of any incapacity or other  disability of the Borrower
or by reason  of any other  defense  which the  Borrower  may have on any of the
Guaranteed  Obligations or under any of the Loan Documents.  Guarantor  consents
and agrees  that,  without  notice to or consent by any other  guarantor  of the
Guaranteed  Obligations and without  affecting or impairing the liability of any
guarantor of the Guaranteed Obligations,  the Guaranteed Party may compromise or
settle, extend the period of duration or the time for the payment,  discharge or
performance  of any of the  Guaranteed  Obligations  or Loan  Documents,  or may
refuse  to  enforce  or may  release  all or  any  parties  to any or all of the
Guaranteed   Obligations  (including  without  limitation  any  other  guarantor
thereof) or any collateral  therefor,  or may grant other  indulgences to any of
the Borrower or such other parties in respect  thereof,  or may waive,  amend or
supplement  in any manner the  provisions  of any of the Loan  Documents  or any
other  document,  instrument  or  agreement  relating to or securing  any of the
Guaranteed  Obligations (other than this Guaranty),  or may release,  surrender,
exchange,  modify,  or  compromise  any and all  collateral  securing any of the
Guaranteed  Obligations or in which the Guaranteed  Party may at any time have a
lien,  or may  refuse  to  enforce  its  rights  or may make any  compromise  or
settlement or agreement therefor,  in respect of any and all of such collateral,
or with any party to any of the  Guaranteed  Obligations or Loan  Documents,  or
with any other person, or may release or substitute any one or more of the other
endorsers or guarantors of the Guaranteed  Obligations  whether  parties to this
Guaranty or not, or may exchange,  enforce,  waive or release any collateral for
any guaranty of any of the Guaranteed  Obligations.  Guarantor  further consents
and  agrees  that the  Guaranteed  Party  shall not be under any  obligation  to
marshal any assets in favor of any guarantor of the  Guaranteed  Obligations  or
against or in payment of any of the Guaranteed Obligations.

     6. Waiver of Certain Rights.  Guarantor expressly waives any and all rights
of  subrogation,  reimbursement,  indemnity,  exoneration or contribution or any
other claim which  Guarantor  may now or hereafter  have against the Borrower or
against any  property  of the  Borrower  arising  from the  existence,  payment,
performance or enforcement of Guarantor's obligations and liabilities under this
Guaranty  unless and until the Guaranteed  Obligations  are paid in full and the
Guaranteed Party is under no obligation to extend any further credit to Borrower
under the Loan Agreement.

     7.  Guarantor Due  Diligence  and Benefit.  Guarantor is fully aware of the
financial  condition,  assets and  prospects of the  Borrower,  and Guarantor is
executing  and  delivering  this  Guaranty  based  solely upon  Guarantor's  own
independent  investigation  thereof  and in no  part  upon  any  representation,
warranty or statement  of the  Guaranteed  Party with respect to the  Borrower's
financial  condition,  assets or  prospects.  Guarantor  is in a position to and
<PAGE>

hereby  assumes  full  responsibility  for  obtaining  any and  all  information
concerning the Borrower's financial condition, assets and prospects as Guarantor
may now or hereafter  deem  material to  Guarantor's  decision to enter into and
become liable under this  Guaranty and  Guarantor is not relying upon,  nor does
Guarantor expect the Guaranteed Party to furnish  Guarantor with any information
which may be now or hereafter in the Guaranteed  Party's  possession  concerning
the  Borrower's  financial  condition,  assets or  prospects.  Guarantor  hereby
knowingly  accepts  the full range of risks  encompassed  within a  contract  of
guaranty, which risks Guarantor understands may include, without limitation, the
possibility  that  the  Borrower  may  incur  additional   indebtedness  to  the
Guaranteed  Party  for  which  Guarantor  may  be  liable  hereunder  after  the
Borrower's  financial condition or means or ability to pay its lawful debts when
they fall due has deteriorated.  Guarantor further  acknowledges and agrees that
any credit or other financial  accommodations  now or hereafter  extended by the
Guaranteed  Party to the Borrower and any and all  forbearances  with respect to
the Borrower or its assets which the Guaranteed Party may now or hereafter grant
are and will be of direct interest, benefit and advantage to Guarantor.

     8. Application of Payment. Guarantor irrevocably waives the right to direct
the  application  of any and all payments and  collections at any time hereafter
received  by the  Guaranteed  Party  from  or on  behalf  of the  Borrower,  any
guarantor of the Guaranteed  Obligations or otherwise with respect to any of the
Guaranteed  Obligations  and Guarantor  does hereby  irrevocably  agree that the
Guaranteed Party shall have the continuing exclusive right to apply and re-apply
any and all such payments and collections  received at any time hereafter by the
Guaranteed Party against the Guaranteed  Obligations in such manner and order as
the Guaranteed Party may deem advisable,  notwithstanding  any contrary entry by
the Guaranteed Party upon any of its books and records.

     9. Automatic Acceleration of Guaranty.  Upon the occurrence of any Event of
Default  described  in  Section  7.6 or 7.7 of the  Loan  Agreement,  all of the
Guaranteed  Obligations  shall be deemed  immediately  due and payable,  without
notice or demand  of any kind by the  Guaranteed  Party,  and  Guarantor  agrees
immediately to pay the Guaranteed  Obligations in full,  irrespective of whether
any or all of the Guaranteed  Obligations  can then be  accelerated  against the
Borrower and  irrespective  of any right which the Borrower  then may have under
any bankruptcy, receivership or insolvency laws.

     10.  Notices to Guarantor.  All notices,  demands and other  communications
hereunder or under any of the other Loan  Documents by the  Guaranteed  Party to
Guarantor  shall be effective  (i) if given by mail within the United  States of
America,  three (3) days after such  communication  is  deposited  in the United
States  mail  with  first  class  postage  prepaid,  return  receipt  requested,
addressed  to  Guarantor  at the  Guarantor's  address  set  forth  beneath  its
signature  hereon,  or (ii) if given by any other means,  when  delivered at the
address  of the party to whom  such  notice is being  delivered.  Guarantor  may
designate a different  address for Guarantor's  receipt of such notices or other
communications  but no such  change  shall be  effective  unless  and  until the
Guaranteed Party actually receives written notice thereof from Guarantor.

     11.  Collection  Costs.  Guarantor shall be liable to the Guaranteed  Party
for,  and shall pay to the  Guaranteed  Party on  demand,  all costs  (including
without  limitation  attorneys'  fees and expenses)  incurred by the  Guaranteed
Party in  enforcing  performance  of or  collecting  any payments due under this
Guaranty.

     12. Assignment and Transfer.  This Guaranty shall be binding upon Guarantor
and Guarantor's  successors and permitted assigns and shall inure to the benefit
of and be enforceable  by the  Guaranteed  Party and its successors and assigns.
Without limiting the generality of the preceding sentence,  the Guaranteed Party
may  assign  or  grant  participations  in  all or any  part  of the  Guaranteed
Obligations, whereupon such assignee or participant shall become entitled to all
of the rights in respect thereof granted to the Guaranteed Party herein.

     13.  Governing Law. This guaranty shall be governed by the internal laws of
the State of Georgia (without giving effect to its conflicts of law rules).

     14.  Subordination  of  the  Borrower's  Obligations  to  Guarantor.  As an
independent  covenant,  and  subject  to the  terms and  conditions  of the Loan
Agreement,  Guarantor hereby  expressly  covenants and agrees for the benefit of
the Guaranteed  Party that all present or future  indebtedness,  obligations and
liabilities   of  the   Borrower  to   Guarantor   of   whatsoever   description
(collectively,  the "Junior Claims") shall be subordinate and junior in right of
payment  to  all   Obligations   of  the  Borrower  to  the   Guaranteed   Party
(collectively,  the "Senior Claims"),  effective upon the occurrence of an Event
of  Default  under the Loan  Agreement.  If an Event of  Default  under the Loan
<PAGE>

Agreement shall occur or be caused thereby, then, unless and until such Event of
Default  shall  have been  cured or shall  have  ceased  to exist,  no direct or
indirect payment (in cash,  property,  securities by set-off or otherwise) shall
be made by the  Borrower to  Guarantor on account of or in any manner in respect
of any Junior Claim except such payments and distributions the proceeds of which
shall  be  applied  to the  Senior  Claims.  In the  event of a  Proceeding  (as
hereinafter  defined),  all Senior Claims shall first be paid in full before any
direct or indirect  payment or distribution  (in cash,  property,  securities by
set-off or otherwise)  shall be made to Guarantor on account of or in any manner
in respect of any Junior  Claim  except  such  payments  and  distributions  the
proceeds of which shall be applied to the Senior Claims. For the purposes of the
previous  sentence,  a  "Proceeding"  shall occur if the Borrower  shall make an
assignment  for the benefit of creditors,  file a petition in  bankruptcy,  have
entered  against or in favor of it an order for relief under the Bankruptcy Code
or similar  law of any other  jurisdiction,  generally  fail to pay its debts as
they come due (either as to number or amount), admit in writing its inability to
pay its debts  generally as they  mature,  make a voluntary  assignment  for the
benefit  of  creditors,  commence  any  proceeding  relating  to  it  under  any
reorganization,  arrangement,  readjustment of debt,  dissolution or liquidation
law or statute of any  jurisdiction,  whether now or hereafter in effect,  or by
any act,  indicate  its consent  to,  approval  of or  acquiescence  in any such
proceeding or in the appointment of any receiver of, or trustee or custodian (as
defined in the  Bankruptcy  Code) for  itself,  or any  substantial  part of its
property,  or a trustee or a receiver shall be appointed for the Borrower or for
a  substantial  part of the property of the  Borrower,  or a petition  under any
bankruptcy,  reorganization,  arrangement,  readjustment of debt, dissolution or
liquidation  law or statute of any  jurisdiction  (whether  now or  hereafter in
effect) shall be filed against the Borrower. In the event any direct or indirect
payment or distribution is made to Guarantor in  contravention  of this Section,
such payment or  distribution  shall be deemed received in trust for the benefit
of the  Guaranteed  Party and shall be  immediately  paid over to the Guaranteed
Party for application  against the Guaranteed  Obligations.  Guarantor agrees to
execute such additional documents as the Guaranteed Party may reasonably request
to evidence the subordination provided for in this Section.

     15.  Set-off.  To the extent not  prohibited by law, the  Guarantor  hereby
grants to the Guaranteed Party a security  interest in and security title to and
hereby  assigns,  pledges,  transfers  and conveys to the  Guaranteed  Party any
balance or deposit accounts of the Guarantor with the Guaranteed Party,  whether
such accounts be general or special,  or individual or multiple party,  and upon
all drafts,  notes or other items  deposited  for  collection  or presented  for
payment  by the  Guarantor  with  the  Guaranteed  Party  exclusive  of any such
property in the  possession  or control of the  Guaranteed  Party as a fiduciary
other  than as  agent,  and the  Guaranteed  Party  may at any time  during  the
existence  of any Event of Default (as defined in the Loan  Agreement),  without
demand or notice, apply and appropriate any of such to the payment of any of the
Guaranteed Obligations, whether or not then due.

     16.  Miscellaneous.  (a) This  Guaranty  constitutes  the  sole and  entire
agreement between Guarantor and the Guaranteed Party with respect to the subject
matter  hereof  and  supersedes  and  replaces  any  and all  prior  agreements,
understandings,   negotiations  or  correspondence  between  them  with  respect
thereto,  including  without  limitation any and all prior  guaranty  agreements
executed by  Guarantor in favor of the  Guaranteed  Party with respect to any or
all of the Guaranteed Obligations.

     (b) Time is of the essence of this Guaranty.

     (c) Words importing the singular number  hereunder shall include the plural
number and vice versa and any pronouns  used herein shall be deemed to cover all
genders.  The term  "person" as used herein means any  individual,  corporation,
partnership,   joint   venture,   association,   joint-stock   company,   trust,
unincorporated   association,   or  government   (or  any  agency  or  political
subdivision thereof).

     (d) Wherever  possible,  any provision in this Guaranty which is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective only to the extent of such prohibition or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability  in  any  one  jurisdiction  shall  not  invalidate  or  render
unenforceable such provision in any other jurisdiction.

     (e) No amendment or waiver of any provision of this  Guaranty,  nor consent
to any departure by Guarantor therefrom,  shall be effective or binding upon the
Guaranteed  Party  unless the  Guaranteed  Party shall first have given  written
consent  thereto.  Any such amendment,  waiver or consent which is so granted by
the  Guaranteed  Party shall apply only to the  specific  occasion  which is the
subject  of such  amendment,  waiver  or  consent  and  shall  not  apply to the
occurrence of the same or any similar event on any future  occasion.  No failure
<PAGE>

on the part of the Guaranteed Party to exercise,  and no delay by the Guaranteed
Party in exercising,  any right hereunder shall operate as a waiver thereof, nor
shall any single or partial  exercise of any right hereunder  preclude any other
or further exercise thereof or the exercise of any other right by the Guaranteed
Party.  No notice to or demand on any  Guarantor  in any case by the  Guaranteed
Party hereunder  shall entitle  Guarantor to any further notice or demand in any
similar  or other  circumstances  or  constitute  a waiver of the  rights of the
Guaranteed Party to take any other or future action in any circumstances without
notice or demand. The remedies provided to the Guaranteed Party in this Guaranty
are cumulative and not exclusive of any other remedies provided by law.

     (f) This Guaranty may be executed in one or more counterparts and each such
counterpart  shall  constitute  an original and all such  counterparts  together
shall constitute one and the same instrument.

     (g) All Section  headings  herein are for convenience of reference only and
shall not  limit or  otherwise  affect  the  meaning  or  interpretation  of the
provisions of this Guaranty.

     17. Jury Trial Waiver;  Consent to Jurisdiction and Venue. GUARANTOR HEREBY
WAIVES ANY RIGHT GUARANTOR MAY HAVE UNDER ANY  APPLICABLE LAW TO A TRIAL BY JURY
WITH  RESPECT TO ANY SUIT OR LEGAL  ACTION  WHICH MAY BE COMMENCED BY OR AGAINST
GUARANTOR,  THE GUARANTEED PARTY OR THE BORROWER  CONCERNING THE INTERPRETATION,
CONSTRUCTION,  VALIDITY,  ENFORCEMENT  OR PERFORMANCE OF THIS GUARANTY OR ANY OF
THE  OTHER  LOAN  DOCUMENTS.  IN THE  EVENT  ANY SUCH  SUIT OR LEGAL  ACTION  IS
COMMENCED BY THE GUARANTEED PARTY,  GUARANTOR HEREBY EXPRESSLY AGREES,  CONSENTS
AND SUBMITS TO THE PERSONAL  JURISDICTION  OF THE COURTS OF THE STATE OF GEORGIA
OR THE UNITED  STATES OF AMERICA FOR THE NORTHERN  DISTRICT OF GEORGIA,  ATLANTA
DIVISION,  WITH  RESPECT  TO SUCH  SUIT OR  LEGAL  ACTION,  AND  GUARANTOR  ALSO
EXPRESSLY  CONSENTS  AND  SUBMITS TO AND  AGREES  THAT VENUE IN ANY SUCH SUIT OR
LEGAL ACTION IS PROPER IN SAID COURTS AND GUARANTOR  HEREBY EXPRESSLY WAIVES ANY
AND ALL  PERSONAL  RIGHTS  UNDER  APPLICABLE  LAW OR IN  EQUITY TO OBJECT TO THE
JURISDICTION AND VENUE OF SAID COURTS.  THE JURISDICTION AND VENUE OF THE COURTS
CONSENTED AND SUBMITTED TO AND AGREED UPON IN THIS SECTION ARE NOT EXCLUSIVE BUT
ARE CUMULATIVE AND IN ADDITION TO THE  JURISDICTION AND VENUE OF ANY OTHER COURT
UNDER ANY APPLICABLE LAW OR IN EQUITY.


<PAGE>


     IN WITNESS  WHEREOF,  Guarantor has executed and delivered this Guaranty as
of the date first above written.

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

                          By:
                             ----------------------------------------------

                          Name:
                               --------------------------------------------

                          Title:
                                -------------------------------------------

                          Address:
                                  -----------------------------------------

                          Attn:
                               --------------------------------------------



SECTION 14 OF THE FOREGOING
GUARANTY ACKNOWLEDGED AND
AGREED TO:

IMMUCOR, INC.


By:
   -------------------------------------------------------------
Name:
     -----------------------------------------------------------
Title:
      ----------------------------------------------------------



<PAGE>


                                   EXHIBIT D-2

                             STOCK PLEDGE AGREEMENT

     THIS AGREEMENT,  dated as of  __________________  made by IMMUCOR,  INC., a
Georgia corporation (the "Pledgor"),  to WACHOVIA BANK, NATIONAL ASSOCIATION,  a
national banking association (the "Lender").

                              W I T N E S S E T H :

     WHEREAS,  pursuant to and subject to the terms and conditions set forth in,
that certain Loan Agreement dated as of February __,2001 among Pledgor, Dominion
Biologicals Limited, the successor by amalgamation to 300524 Nova Scotia Limited
and  itself a  corporation  incorporated  under  the laws of  Canada  ("Canadian
Borrower"), and Immucor Medizinische Diagnostik GmbH, a corporation incorporated
under the laws of the Federal Republic of Germany ("German  Borrower";  Pledgor,
Canadian   Borrower  and  German  Borrower,   individually   and   collectively,
"Borrower") and Lender,  which  constitutes an amendment and restatement of that
certain Loan Agreement dated as of October 27, 1998, between Pledgor and Lender,
as amended (as the same may be  hereafter  amended,  restated,  supplemented  or
otherwise  modified from time to time, the "Loan  Agreement;"  capitalized terms
used herein and not otherwise defined are used herein with the meanings ascribed
to such terms in the Loan  Agreement),  the Lender has committed to make certain
Loans available to the Borrower, as described therein; and

     WHEREAS, it is a condition precedent to the Lender's obligation to make, or
continue to make,  Loans available to the Borrower under the Loan Agreement that
the Pledgor execute and deliver this Agreement to the Lender; and

     WHEREAS,  the Pledgor desires to execute this Agreement in order to satisfy
the condition described in the preceding paragraph;:

     NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  and in order to induce the Lender to make or continue to make the
Loans  available to the Borrower  under the Loan  Agreement,  the Pledgor hereby
makes the  following  representations  and  warranties  to the Lender and hereby
covenants and agrees with the Lender as follows:

     1. SECURITY FOR OBLIGATIONS,  ETC. This Agreement is for the benefit of the
Lender  to secure  the  prompt  payment  in full  when  due,  whether  at stated
maturity,  by acceleration  or otherwise,  of (i) all of the Loans and the other
Obligations  of the  Borrower to the Lender  (whether  now existing or hereafter
arising,  whether for  principal,  interest,  fees,  expenses or otherwise,  and
including  without  limitation  interest which, but for the filing by or against
the Borrower of a petition in bankruptcy, would accrue on the Obligations of the
Borrower now or hereafter  existing  under the Loan  Agreement,  any Note,  this
Agreement or any of the other Loan  Documents),  and (ii) all costs and expenses
incurred  by the  Lender in  connection  with the  exercise  of its  rights  and
remedies   hereunder   (including   attorneys'   fees)  (all  such   obligations
collectively being herein called the "Secured Obligations").

     2. PLEDGED STOCK.

     2.1 Pledged  Stock.  As used herein,  the term  "Pledged  Stock" shall mean
________  percent (__%) of all shares of the outstanding  capital stock or other
equity  interests of each of the  Subsidiaries  of Pledgor  listed on Schedule 1
attached hereto (each, a "Company" and collectively,  the  "Companies"),  of any
class that the Pledgor may now or hereafter own, control or hold, which stock as
of this date is described on Schedule I attached hereto.

     2.2 Pledgor's  Representations  and Warranties.  The Pledgor represents and
warrants to the Lender  that on the date  hereof (a) the Pledged  Stock owned by
Pledgor consists of the capital stock of each of the Companies shown on Schedule
I attached  hereto,  (b) Pledgor is the holder of record and beneficial owner of
such Pledged Stock, and (c) such Pledged Stock constitutes all of the issued and
outstanding capital stock of each Company owned as of such date by Pledgor.
<PAGE>

     3. PLEDGE OF SECURITIES; ETC.

     3.1 Pledge.  Subject to the terms and  conditions  hereof,  and in order to
secure the Secured Obligations,  the Pledgor hereby pledges to the Lender all of
its rights,  titles and interests in and to the Pledged Stock, together with (i)
subject to the  rights of the  Pledgor  set forth in  Section  5, all  dividends
(whether  in  cash,  stock,  warrants,  options,  or  other  securities),  cash,
instruments  or  other  property  from  time to  time  received,  receivable  or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Stock, and (ii) all cash and non-cash proceeds of the foregoing, and the Pledgor
hereby grants to the Lender a present and continuing  security  interest in, and
hereby  assigns,  transfers,  hypothecates  and sets over to the Lender,  all of
Pledgor's  rights,  titles and interests in and to the Pledged Stock (and in and
to the certificates or instruments evidencing the items described in clauses (i)
and (ii)  above) to be held by the  Lender,  upon the terms and  conditions  set
forth in this Agreement. The Pledgor agrees to deliver to the Lender on the date
hereof the certificates  representing  the Pledged Stock  accompanied by undated
stock  powers duly  executed in blank by the  Pledgor and all  certificates  and
instruments  evidencing  the  items  described  in  clauses  (i) and (ii)  above
promptly upon Pledgor's receipt thereof.

     3.2 Definition of Pledged Securities and Collateral.  The Pledged Stock and
all items  described in clause (i) of Section 3.1 are  hereinafter  collectively
called the "Pledged Securities",  and the Pledged Securities,  together with all
other  securities  and  moneys  received  and at the  time  held  by the  Lender
hereunder  and any  cash  or  non-cash  proceeds  of any of the  foregoing,  are
hereinafter collectively called the "Collateral".

     4. VOTING;  ETC.  Unless an Event of Default (such term to mean an Event of
Default as defined  herein) shall have occurred and be continuing and the Lender
has elected to exercise  its rights and  remedies  under  Section 6, the Pledgor
shall be  entitled  to vote any and all of the  Pledged  Securities  and to give
consents,  waivers or ratifications  in respect  thereof;  provided that no vote
shall be cast or any consent,  waiver or ratification  given or any action taken
which would violate or be inconsistent  with any of the terms of this Agreement,
the Loan  Agreement,  or any other Loan Document.  All such rights of Pledgor to
vote and to give  consents,  waivers and  ratifications  shall cease  during the
continuation  of an Event of Default upon  Pledgor's  receipt of written  notice
from the  Lender  that an Event of  Default  has  occurred  and that  Lender has
elected to exercise its rights and remedies under Section 6 below,

     5. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless an Event of Default shall have
occurred and be continuing or be caused thereby,  all cash dividends  payable in
respect of the Pledged  Securities shall be paid to the Pledgor as its interests
may appear.  The Lender shall be entitled to receive directly,  and to retain as
part of the Collateral:

     (a) all other or additional  stock or securities paid or distributed by way
of dividend in respect of any of the Pledged Securities;

     (b) all other or additional  stock or other  securities paid or distributed
in respect of any of the Pledged  Securities  by way of  stock-split,  spin-off,
split-up, reclassification, combination of shares or similar rearrangement; and

     (c) all other or additional  stock or other securities which may be paid in
respect of any of the Pledged Securities by reason of any consolidation, merger,
exchange  of stock,  conveyance  of assets,  liquidation  or  similar  corporate
reorganization.

     6. EVENTS OF DEFAULT.

     6.1 Definition of Events of Default.  Any of the following specified events
shall constitute Events of Default under this Agreement:
<PAGE>

     (a) the  occurrence  of any Event of Default  under (and as defined in) the
Loan Agreement;

     (b) any representation,  warranty or statement made or deemed to be made by
Pledgor  under or in  connection  with this  Agreement  shall have been false or
misleading in any material respect when made or deemed to be made; or

     (c) Pledgor  shall fail to observe or perform any covenant or agreement set
forth in this Agreement.

     6.2  Remedies.  In case an Event of  Default  shall  have  occurred  and be
continuing,  the Lender shall be entitled to exercise all of the rights,  powers
and remedies (whether vested in it by this Agreement, any other Loan Document or
by law and including,  without limitation,  all rights and remedies of a secured
party of a debtor in default under the Uniform  Commercial  Code as in effect on
such date in any  applicable  jurisdiction  at that time for the  protection and
enforcement of its rights in respect of the Collateral), and the Lender shall be
entitled, without limitation, to exercise the following rights:

     (a) to receive all amounts  payable in respect of the Collateral  otherwise
payable under Section 5 to the Pledgor and to enforce the payment of the Pledged
Securities  and to exercise any and all of the rights,  powers,  and remedies of
the Pledgor thereunder;

     (b) to transfer all or any part of the Collateral into the Lender's name or
the name of its nominee or nominees;

     (c) to vote all or any part of the Collateral  (whether or not  transferred
into the name of the Lender) and give all consents, waivers and ratifications in
respect of the  Collateral  and otherwise act with respect  thereto as though it
were the outright owner thereof;

     (d) at any time or from time to time to sell, assign and deliver,  or grant
options to purchase,  all or any part of the  Collateral in one or more parcels,
or any interest therein, at any public or private sale at any exchange, broker's
board  or at any  of the  Lender's  offices  or  elsewhere,  without  demand  of
performance,  advertisement  or  notice of  intention  to sell or of the time or
place of sale or  adjournment  thereof or option to redeem or otherwise  (all of
which are hereby expressly and irrevocably waived by the Pledgor),  for cash, on
credit or for other  property,  for  immediate  or future  delivery  without any
assumption of credit risk, and for such price or prices and on such terms as the
Lender in its reasonable  discretion  may determine.  The Pledgor agrees that to
the extent that notice of sale shall be required by any  applicable law that ten
(10) days'  notice to  Pledgor  of the time and place of any public  sale or the
time after  which any  private  sale is to be made shall  constitute  reasonable
notification.  The Lender shall not be obligated to make any sale of  Collateral
regardless  of notice of sale  having  been  given.  The Lender may  adjourn any
public or private sale from time to time by  announcement  at the time and place
fixed therefor,  and any such sale may,  without further notice,  be made at the
time and place to which it was so  adjourned.  The  Pledgor  hereby  waives  and
releases  to the  fullest  extent  permitted  by law  any  right  or  equity  of
redemption  with  respect  to the  Collateral,  whether  before  or  after  sale
hereunder. At any such sale, unless prohibited by applicable law, Lender may bid
for and  purchase all or any part of the  Collateral  so sold free from any such
right or equity of  redemption.  The Lender  shall not be liable for  failure to
collect  or  realize  upon any or all of the  Collateral  or for any delay in so
doing nor shall it be under any  obligation to take any action  whatsoever  with
regard thereto;

     (e) to settle, adjust, compromise and arrange all accounts,  controversies,
questions,  claims and demands  whatsoever in relation to all or any part of the
Collateral;

     (f) to execute all  contracts,  agreements,  documents and  instruments  to
bring,  defend and abandon all such actions,  suits and  proceedings and to take
all other actions in relation to all or any part of the Collateral as the Lender
in its reasonable discretion may determine;
<PAGE>

     (g) to appoint  managers,  agents,  officers  and  servants  for any of the
purposes  mentioned  in the  foregoing  provisions  of this  Section  6.2 and to
dismiss the same, all as the Lender in its reasonable  discretion may determine;
and

     (h) generally,  to take all such other action as the Lender  reasonably may
determine as incidental  or conducive to any of the matters or powers  mentioned
in the foregoing  provisions of this Section 6.2 and which the Lender may or can
do lawfully and to use the name of the Pledgor for the purposes aforesaid and in
any proceedings arising therefrom.

     7. REMEDIES,  ETC., CUMULATIVE.  Each right, power and remedy of the Lender
provided for in this  Agreement  or  any  other Loan  Document  now or hereafter
existing at law or in equity or by statute  shall be cumulative  and  concurrent
and shall be in  addition  to every  other  such  right,  power or  remedy.  The
exercise or  beginning  of the  exercise by the Lender of any one or more of the
rights,  powers or remedies  provided  for in this  Agreement  or any other Loan
Document  or now or  hereafter  existing  at law or in equity or by  statute  or
otherwise shall not preclude the simultaneous or later exercise by the Lender of
all such other rights,  powers or remedies,  and no failure or delay on the part
of the Lender to exercise  any such right,  power or remedy  shall  operate as a
waiver thereof.

     8.  APPLICATION  OF PROCEEDS.  All moneys  collected by the Lender upon any
sale,  collection or other  disposition of any of the Collateral,  together with
all other moneys received by the Lender hereunder, shall be applied as follows:

          First,  to the payment of the  reasonable  costs and  expenses of such
     sale,  collection  or other  realization,  including,  without  limitation,
     reasonable  attorneys' fees and all other reasonable expenses,  liabilities
     and  advances  made or  incurred  by the  Lender in  connection  therewith;

          Second, to the payment of the Secured Obligations then due; and

          Third,  after payment in full of all Secured  Obligations then due, to
     the Pledgor or its successors or assigns,  or to whomsoever may be lawfully
     entitled to receive the same or as a court of  competent  jurisdiction  may
     direct any surplus then  remaining  from such  proceeds.

     9.  PURCHASERS  OF  COLLATERAL.  Upon  any  sale  of any of the  Collateral
hereunder  (whether by virtue of the power of sale herein  granted,  pursuant to
judicial process or otherwise),  the receipt of the Lender or the officer making
the sale shall be a sufficient  discharge to the  purchaser or purchasers of the
Collateral so sold, and such  purchaser or purchasers  shall not be obligated to
see to the application of any part of the purchase money paid over to the Lender
or  such  officer  or be  answerable  in  any  way  for  the  misapplication  or
nonapplication thereof.

     10.  INDEMNITY.  The Pledgor  shall:  (i)  whether or not the  transactions
hereby contemplated are consummated, pay all out-of-pocket costs and expenses of
the Lender incurred after the date hereof in connection with the  administration
of this  Agreement  (including  advice of counsel as to the rights and duties of
the Lender with respect thereto) and all out-of-pocket costs and expenses of the
Lender  incurred  in  connection  with the  preservation  of rights  under,  and
enforcement of, and the renegotiation or restructuring of this Agreement and any
amendment,  waiver or consent relating thereto  (including,  without limitation,
the fees and  disbursements  of counsel for the  Lender),  (ii) pay and hold the
Lender  harmless  from and  against  any and all  present  and  future  stamp or
documentary  taxes or any other  excise or  property  taxes,  charges or similar
levies  which  arise from any  payment  made  hereunder  or from the  execution,
delivery or  registration  of, or otherwise  with respect to this  Agreement and
save the Lender harmless from and against any and all  liabilities  with respect
to or  resulting  from any delay or omission  to pay any such taxes,  charges or
levies,  and (iii)  indemnify the Lender,  its officers,  directors,  employees,
representatives  and agents from and hold each of them harmless  against any and
all costs, losses, liabilities, claims, damages or expenses actually incurred by
any of them (whether or not any of them is designated a party  thereto)  arising
out of or by reason of any investigation, litigation or other proceeding arising
out of this Agreement,  the Lender's holding or administration of the Collateral
or any transaction contemplated hereby, including,  without limitation, the fees
and disbursements of counsel incurred in connection with any such investigation,
litigation or other  proceeding.  Notwithstanding  anything in this Agreement to
the contrary, the Pledgor shall not be responsible to the Lender or any officer,
director,  employee,  representative  or agent of the foregoing (an "Indemnified
Party") for any costs, losses,  claims,  damages,  liabilities or expenses which
result from such Indemnified Party's gross negligence or willful misconduct. The
Pledgor's  obligations  under this Section 10 shall survive any  termination  of
this Agreement.
<PAGE>

     11.  FURTHER  ASSURANCES.  The Pledgor agrees that the Pledgor will do such
acts and things and promptly  execute and deliver to the Lender such  additional
conveyances,   assignments,   agreements  and  instruments  as  the  Lender  may
reasonably  require or deem  advisable to carry into effect the purposes of this
Agreement or to further  assure and confirm  unto the Lender its fights,  powers
and remedies hereunder.

     12.  STANDARD  OF CARE.  The  Lender  shall  be  deemed  to have  exercised
reasonable  care  in the  custody  and  preservation  of the  Collateral  in its
possession if the Collateral is accorded treatment  substantially  equal to that
which the Lender accords its own property,  it being  understood that the Lender
shall not have responsibility for (i) ascertaining or taking action with respect
to calls, conversions,  exchanges, maturities, tenders or other matters relative
to any Collateral,  whether or not the Lender has or is deemed to have knowledge
of such matters,  or (ii) taking any necessary  steps to preserve rights against
any parties with respect to any Collateral.

     13.  REPRESENTATIONS  AND  WARRANTIES.  The Pledgor  hereby  represents and
warrants that (i) it is the legal record and  beneficial  owner of, and has good
and  marketable  title to,  the  Pledged  Stock  described  in Section 2 hereof,
subject to no Lien whatsoever,  except Permitted Encumbrances,  (ii) the Pledgor
has full power,  authority and legal right to pledge all the Pledged  Securities
and the other  Collateral  pursuant to this  Agreement,  (iii) no consent of any
other party (including,  without limitation,  any other creditor of the Pledgor)
and no order, consent,  license, permit,  approval,  validation or authorization
of,  exemption by, notice to or registration,  recording,  filing or declaration
with, any governmental or public body or authority is required to be obtained by
the Pledgor in connection  with the  execution,  delivery or performance of this
Agreement or consummation of the transactions  contemplated  hereby,  including,
without  limitation,  the  exercise by the Lender of the voting or other  rights
provided  for in this  Agreement  or the  remedies in respect of the  Collateral
pursuant to this  Agreement  (except as may be required in  connection  with the
disposition of the Pledged Securities by laws affecting the offering and sale of
securities  generally),  (iv) all  shares of  Pledged  Stock  have been duly and
validly  issued,  are  fully  paid and  nonassessable,  and (v) the  pledge  and
delivery of the Pledged  Securities  pursuant to this Agreement  creates a valid
and perfected first priority security interest in the Pledged Securities subject
only  to  Permitted  Encumbrances,  and the  proceeds  thereof,  which  security
interest is not subject to any prior Lien or any  agreement  purporting to grant
to any third party a Lien on the  property or assets of the Pledgor  which would
include the Pledged Securities.

     14. COVENANTS OF THE PLEDGOR. The Pledgor covenants and agrees that (i) the
Pledgor  will assist each Company in defending  the  Lender's  right,  title and
security  interest in and to the Pledged  Securities  and the  proceeds  thereof
against the claims and demands of all persons whomsoever,  (ii) the Pledgor will
have like title to and right to pledge any other  property at any time hereafter
pledged to the Lender as Collateral hereunder and will likewise defend the right
thereto and security interest therein of the Lender,  and (iii) the Pledgor will
not, with respect to any  Collateral,  without the prior written  consent of the
Lender enter into any shareholder agreements,  voting agreements, voting trusts,
trust deeds, irrevocable proxies or any other similar agreements or instruments.

     15. NOTICES, ETC. All notices and other communications  hereunder to Lender
or Pledgor  shall be given in the manner  specified  in Section  9.9 of the Loan
Agreement.

     16.  POWER OF  ATTORNEY.  The Pledgor  hereby  absolutely  and  irrevocably
constitutes  and appoints  the Lender to be Pledgor's  true and lawful agent and
attorney-in-fact,  effective upon the occurrence and during the  continuation of
an Event of Default,  with full power of  substitution,  in the name of Pledgor:
(a) to execute and do all such  assurances,  acts and things which Pledgor ought
to do but has failed to do under the covenants and provisions  contained in this
Agreement;  (b) to take  any and all  such  action  as the  Lender  may,  in its
reasonable  discretion,  determine as necessary or advisable  for the purpose of
maintaining, preserving or protecting the security constituted by this Agreement
or any of the rights,  remedies,  powers or  privileges of the Lender under this
Agreement;  and (c) generally, in the name of Pledgor exercise all or any of the
powers,  authorities,  and discretions conferred on or reserved to the Lender by
or pursuant to this Agreement,  and (without  prejudice to the generality of any
of the  foregoing)  to seal and deliver or otherwise  perfect any  instrument or
document of  conveyance,  agreement,  or act as the Lender  reasonably  may deem
<PAGE>

proper in or for the  purpose of  exercising  any such  powers,  authorities  or
discretions.  The Pledgor  hereby  ratifies and  confirms,  and hereby agrees to
ratify and confirm, whatever lawful acts the Lender shall do or purport to do in
the exercise of the power of attorney  granted to the Lender by Pledgor pursuant
to this  Section,  which  power  of  attorney,  being  given  for  security,  is
irrevocable.

     17. TERMINATION.  This Agreement shall terminate upon the date on which all
Obligations  are paid in full and Lender is no longer  under any  obligation  to
extend  any  further  credit to  Borrower  under the Loan  Agreement  and all of
Lender's rights,  titles and interests in and to the Collateral  hereunder shall
automatically be terminated and released on such date.

     18.  MISCELLANEOUS.  This  Agreement  shall  create a  continuing  security
interest in the Collateral and shall be binding upon the respective heirs, legal
representatives,  successors  and  assigns of the Pledgor and shall inure to the
benefit of and be enforceable by the Lender and its successors and assigns.  The
headings in this  Agreement  are for  purposes of  reference  only and shall not
limit or define the meaning hereof. This Agreement may be executed in any number
of  counterparts,  each of which  shall be an  original,  but all of which shall
constitute  one  instrument.  In the event that any provision of this  Agreement
shall prove to be invalid or unenforceable, such provision shall be deemed to be
severable from the other provisions of this Agreement which shall remain binding
on all parties  hereto.  Pledgor  waives  acceptance and notice of acceptance of
this Agreement by Lender.

     19.  GOVERNING  LAW. This  agreement and the rights and  obligations of the
parties  hereunder  shall be construed in accordance with and be governed by the
law of the State of Georgia applicable to contracts made in such state.

     20.  ENTIRE  AGREEMENT.  This  Agreement,  together  with all  instruments,
certificates  and  documents  executed or delivered by the parties in connection
herewith  or with  reference  hereto,  embodies  the  entire  understanding  and
agreement  between  the  parties  hereto  with  respect  to the  Collateral  and
supersedes all prior agreements, understandings and inducements, whether express
or implied, or oral or written.

                  [Remainder of page intentionally left blank]



<PAGE>


     IN WITNESS WHEREOF, the Pledgor has  executed this Agreement as of the date
first above written.

                                IMMUCOR, INC.


                                By:
                                   -----------------------------------------
                                Name:
                                     ---------------------------------------
                                Title:
                                      --------------------------------------



<PAGE>



<TABLE>

                                   SCHEDULE I
                                       to
                             STOCK PLEDGE AGREEMENT
                          Dated as of February __, 2001

                                  Pledged Stock

<CAPTION>
 <S>           <C>                 <C>                   <C>
                                                             Percentage of
   Issuer      Class of Stock      Number of Shares      Shares of Such Class



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

 ------------  -----------------   -------------------    --------------------
</TABLE>


<PAGE>


                                    EXHIBIT F

                            CERTIFICATE OF NO DEFAULT

     The  undersigned,  being the Chief  Financial  Officer of IMMUCOR,  INC., a
Georgia corporation  ("Borrower"),  and in such capacity being familiar with the
matters  set forth  herein  and duly  authorized  and  empowered  to issue  this
Certificate for and on behalf of Borrower, does hereby certify to WACHOVIA BANK,
NATIONAL ASSOCIATION ("Lender"), in connection with and pursuant to that certain
Loan  Agreement,  dated as of February  __,  2001,  among  Borrower,  certain of
Borrower's Subsidiaries and Lender (herein, as it may be amended to date, called
the "Loan Agreement";  capitalized terms used herein, without definition, having
the meaning given to such terms in the Loan  Agreement)  that, as of the date of
this Certificate, (i) there exists no Event of Default or Default Condition, and
(ii) without limiting the generality of the foregoing, Borrower is in compliance
with all financial  covenants set forth in Article 6 of the Loan  Agreement,  as
demonstrated by the computations set forth on Schedule 1 attached hereto.

         WITNESS my hand as of ____ __, ____.


                                ______________________________________________

                                ____________, Chief Financial Officer of
                                                Immucor, Inc.





<PAGE>


                                    EXHIBIT G

                             SECRETARY'S CERTIFICATE

                                   (Borrower)

     I  hereby  certify  that I am  the  duly  elected,  qualified  and  serving
Secretary  or  Assistant   Secretary  of   _______________,   a  _______________
("Borrower");  that Borrower is a corporation  organized and existing  under the
laws of such jurisdiction,  having its registered office and registered agent in
such  jurisdiction,  that  the  following  copy is a true  and  correct  copy of
resolutions  duly  adopted  at a  meeting  of the  Board of  Directors  or other
governing  body of Borrower,  or by written  consent in lieu of a meeting of the
Board of Directors or other  governing party of Borrower on or prior to the date
of this Certificate,  at which a quorum was present and acting throughout;  that
said meeting or action by written consent was duly authorized by the articles or
certificate of incorporation and the bylaws, or other organizational  documents,
of said corporation;  that true,  correct and complete copies of the articles or
certificate of incorporation and the by-laws or other  organizational  documents
of said  corporation as in effect on this date are attached  hereto as Exhibit 1
and Exhibit 2, respectively;  that the actions taken at such meeting or pursuant
to such written consent and reflected in said  resolutions are authorized by the
articles or certificate of incorporation and the by-laws or other organizational
documents of Borrower;  that said  resolutions  are now in full force and effect
and have not been modified or amended; that on the date hereof the persons named
below hold the offices of the Borrower  indicated  below; and that the following
are the genuine signatures of said officers:

Name                                 Title            Signature

___________________________      President        _____________________________

___________________________    Vice President     _____________________________

___________________________      Secretary        _____________________________

___________________________  Assistant Secretary  _____________________________


     "RESOLVED that this corporation  enter into,  deliver and perform a certain
loan agreement with Wachovia Bank, National  Association  ("Lender"),  providing
generally for the [extensions of certain lines of credit to this  corporation in
the maximum aggregate principal amount of $9,000,000, certain term loans to this
corporation in the aggregate  principal amount of $26,000,000 and a certain term
loan to this corporation in the amount of 2,499,075 Cn$] [extension of a line of
credit to this  corporation in the maximum  principal  amount of 6,2000,000 Cn$]
[extension  of a line of credit to this  corporation  in the  maximum  principal
amount of 5,400,000 DM];

     RESOLVED  FURTHER,  that  pursuant  to such loan  agreement  or a  separate
guaranty this corporation  guaranty all of the obligations of its  subsidiaries,
Immucor  Medizinische  Diagnostik  GmbH and  Dominion  Biologicals  Limited,  to
Lender, whether presently existing or hereafter arising;

     RESOLVED FURTHER,  that this corporation  secure its obligations in respect
of such loan agreement and guaranties by granting to Lender  security  interests
in all, or substantially all, of its assets, including,  without limitation, the
stock of all subsidiaries owned by it;

     RESOLVED  FURTHER,  that  the  President  or any  Vice  President  of  this
corporation be and each such officer is hereby authorized to execute and deliver
said agreement,  any notes,  security  agreements,  pledge  agreements and other
agreements or documents which said Lender may require,  and to consent and agree
to any and all terms to each and every one thereof;
<PAGE>

     RESOLVED  FURTHER,  that the  execution and delivery of any writings or the
taking of any other actions in connection with the foregoing by the President or
any Vice President of this corporation be and the same is hereby ratified as the
act and deed of this corporation; and

     RESOLVED,  FURTHER,  that the Secretary or any Assistant  Secretary of this
corporation be and such officer is hereby  authorized to affix the seal (if any)
of said  corporation  to any  writings  executed  by the  President  or any Vice
President of this  corporation in connection  with the foregoing,  and to attest
the same,  but such  affixing and  attestation  are not required to evidence the
same as the act and deed of this corporation."

     So certified to as of February __, 2001.

CORPORATE SEAL)
                        --------------------------------------------------------
                        Name:
                             ---------------------------------------------------
                        Title:
                              --------------------------------------------------

     I,  _____________________,  ___________________  of ________,  a __________
_____________  do certify  that  ______________________  is the duly elected and
qualified  Secretary  or  Assistant  Secretary  (as  indicated  above)  of  said
corporation  as of the date  hereof and the keeper of the records and minutes of
the meetings of the Board of Directors of said corporation.

So certified to as of February __ 2001.


                        Name:
                             ---------------------------------------------------
                        Title:
                              --------------------------------------------------




<PAGE>

                                    EXHIBIT H

                             SECRETARY'S CERTIFICATE

                                   (Guarantor)

     I  hereby  certify  that I am  the  duly  elected,  qualified  and  serving
Secretary or Assistant Secretary of _______________________,  a ________________
corporation  ("Company");  that Company is a corporation  organized and existing
under the laws of the State of its  incorporation,  having its registered office
and  registered  agent  in such  state;  that the  following  copy is a true and
correct copy of resolutions  duly adopted at a meeting of the Board of Directors
of the  Company,  or by  written  consent  in lieu of a meeting  of the Board of
Directors of the Company on or prior to the date of this Certificate, at which a
quorum was present and acting throughout; that said meeting or action by written
consent was duly authorized by the articles or certificate of incorporation  and
by-laws of the Company;  that true,  correct and complete copies of the articles
or certificate of incorporation and the by-laws of said corporation as in effect
on this date are attached hereto as Exhibit 1 and Exhibit 2; respectively;  that
the  actions  taken at such  meeting or  pursuant  to such  written  consent and
reflected in said  resolutions  are authorized by the articles or certificate of
incorporation and the by-laws of Company;  that said resolutions are now in full
force and effect and have not been modified or amended;  that on the date hereof
the persons  named below hold the offices of the Company  indicated  below;  and
that the following are the genuine signatures of said officers:

Name                                 Title            Signature

___________________________      President        _____________________________

___________________________    Vice President     _____________________________

___________________________      Secretary        _____________________________

___________________________  Assistant Secretary  _____________________________


     "RESOLVED,  that this  Company  enter  into,  deliver and perform a certain
guaranty  agreement,  or  reaffirmation  of any existing  guaranty,  in favor of
Wachovia Bank, National Association (the "Lender"),  providing generally for the
guaranty of all liabilities and obligations of Immucor, Inc. ("U.S.  Borrower"),
Dominion  Biologicals,  Ltd.  ("Canadian  Borrower")  and  Immucor  Medizinische
Diagnostik GmbH ("German Borrower"; U.S. Borrower,  Canadian Borrower and German
Borrower,  collectively,  "Borrower")  to Lender now in  existence  or hereafter
created,  including  without  limitation,  under  extensions of certain lines of
credit  to the U.S.  Borrower  in the  maximum  aggregate  principal  amount  of
$9,000,000,  certain term loans to the U.S. Borrower in the aggregate  principal
amount of $26,000,000,  a certain term loan to the U.S.  Borrower in the amounts
of  2,499,075  Cn$, a line of credit to the  Canadian  Borrower  in the  maximum
principal  amount of $6,200,000 Cn$ and a line of credit to the German  Borrower
in     the     maximum      principal      amount     of      5,400,000      DM;

     RESOLVED FURTHER,  that this corporation  secure its obligations in respect
of  such  guaranty  by  granting  to  Lender  security   interests  in  all,  or
substantially all, of its assets,  including,  without limitation,  the stock of
all subsidiaries owned by it;

     RESOLVED FURTHER,  that the President or any Vice President of this Company
be and each  such  person is hereby  authorized  to  execute  and  deliver  said
guaranty  agreement and any other  agreements or documents which said Lender may
require,  and to  consent  and  agree to any and all terms to each and every one
thereof;

     RESOLVED  FURTHER,  that the  execution and delivery of any writings or the
taking of any other actions in connection with the foregoing by the President or
any Vice President of this Company be and the same is hereby ratified as the act
and deed of this Company, and

     RESOLVED FURTHER, that the Secretary or Assistant Secretary of this Company
be and such  officer  is  hereby  authorized  to affix the seal (if any) of said
Company to any writings  executed by the President or any Vice  President of the
Company in  connection  with the  foregoing,  and to attest  the same,  but such
affixing  and  attestation  are not required to evidence the same as the act and
deed of this Company."
<PAGE>

     So certified to as of February __,2001.

(CORPORATE SEAL)
                         -------------------------------------------------------
                         Name:
                             ---------------------------------------------------
                         Title:
                              --------------------------------------------------

     I,  _____________________,  ___________________  of  a  [_________________]
_____________  corporation,  do certify that  ______________________ is the duly
elected and qualified  Secretary or Assistant  Secretary (as indicated above) of
said Company as of the date hereof, and the keeper of the records and minutes of
the meetings of the Board of Directors of said Company.

     So certified to as of February __ 2001.

                         Name:
                             ---------------------------------------------------
                         Title:
                              --------------------------------------------------






<PAGE>

                                   EXHIBIT I

                              SOLVENCY CERTIFICATE

     This  Certificate  is delivered in connection  with the Loan Agreement (the
"Loan Agreement"),  dated as of February 23, 2001, among WACHOVIA BANK, NATIONAL
ASSOCIATION ("Lender"), a national banking association, IMMUCOR, INC., a Georgia
corporation ("U.S.  Borrower"),  DOMINION  BIOLOGICALS LIMITED, the successor by
amalgamation   to  3000524  Nova  Scotia   Limited  and  itself  a   corporation
incorporated  under  the  laws of  Canada  ("Canadian  Borrower"),  and  IMMUCOR
MEDIZINISCHE  DIAGNOSTIK GMBH, a corporation  incorporated under the laws of the
Federal Republic of Germany ("German Borrower"; U.S. Borrower, Canadian Borrower
and German Borrower, individually and collectively, "Borrower"). All capitalized
terms used in this Certificate  which are defined in the Loan Agreement are used
in this Certificate with the same meanings as provided in the Loan Agreement.

     I  hereby  certify,  to the  best  of my  knowledge  and  belief  and in my
representative  capacity  on  behalf  of the U.S.  Borrower,  to the  Lender  as
follows:

          1. I am the duly qualified and acting Chief  Financial  Officer of the
     U.S.  Borrower,  and in such  capacity  I am  familiar  with the  financial
     affairs of Borrower.  I was responsible for and acted on behalf of Borrower
     in connection  with the  negotiation  and signing of the Loan Agreement and
     the other Loan  Documents and in furnishing  information  to the Lender and
     its  representatives  in  connection  therewith.  I  understand  that  such
     information will be used by the Lender in determining whether to enter into
     the Loan  Agreement  on this date. I also  understand  that the delivery of
     such  information  will  also  be a  condition  precedent  to the  Lender's
     obligation to make Loans under the Loan  Agreement and that the Lender will
     rely on the truth and  accuracy  of such  information  in  connection  with
     extensions  of credit  from time to time to  Borrower  pursuant to the Loan
     Agreement.

          2. I have  reviewed  the  contents  of  this  Certificate,  and I have
     conferred  with  counsel  and  accountants  for the U.S.  Borrower  for the
     purpose of  discussing  the meaning of its contents,  and I have  consulted
     with other  officers,  employees,  representatives,  advisers and agents of
     Borrower and its Subsidiaries with respect to providing this certification.
     I have  made such  other  investigations  and  inquiries  as I have  deemed
     necessary or prudent.

          3. Borrower is not now insolvent nor will Borrower's incurrence of all
     debt under the Loan Agreement render Borrower  "insolvent."  "Insolvent" as
     used  herein  means  that  the sum of  Borrower's  assets,  at  their  fair
     valuation and based on their present fair saleable  value, is less than its
     debts,  including contingent  liabilities.  As used herein, the term "debt"
     means any  liability  on a claim,  and "claim" as used herein means (i) the
     right to  payment,  whether or not such right is reduced to  judgment or is
     liquidated,  unliquidated, fixed, contingent, matured, unmatured, disputed,
     undisputed, legal, equitable, secured or unsecured, or (ii) the right to an
     equitable  remedy for breach of  performance if such breach gives rise to a
     right to  payment,  whether  or not such  right to an  equitable  remedy is
     reduced to judgment or is fixed, contingent,  matured, unmatured, disputed,
     undisputed,  secured or unsecured. In reaching the foregoing conclusion,  I
     have also taken into consideration the probable liabilities,  contingent or
     otherwise,  of  Borrower  to  its  creditors  after  giving  effect  to the
     transactions contemplated by the Acquisition and the Loan Agreement.

          4. After the incurrence of its  obligations  under the Loan Agreement,
     Borrower will not have incurred  debts beyond its ability to pay such debts
     as they mature  (taking  into  account the timing and amounts of cash to be
     received by Borrower) and the cash available to Borrower, after taking into
     account all other anticipated uses of the cash of Borrower,  is anticipated
     to be  sufficient  to pay all such amounts on or in respect of the debts of
     Borrower when such amounts are required to be paid.

          5. After the incurrence of its  obligations  under the Loan Agreement,
     Borrower will have sufficient  capital with which to conduct its present or
     proposed  business,  and the  property  of  Borrower  does  not  constitute
     unreasonably  small  capital  with which to conduct its present or proposed
     business.
<PAGE>

          6. Borrower is not entering into the arrangements  contemplated by the
     Loan  Agreement  or intending to make any transfer of property or incur any
     obligations  thereunder with the actual intent to hinder,  delay or defraud
     either present or future creditors of Borrower.

          I represent  the  foregoing  information  to be true and correct to my
     best   knowledge   and  belief  and  execute   this   Certificate,   in  my
     representative  capacity  on  behalf of  Borrower,  as of this ___ day of ,
     __________, ______.


                                _____________________________________________

                                ______________, Chief Financial Officer of
                                Immucor, Inc.




<PAGE>

                                    EXHIBIT J

                           FORM OF OPINION OF COUNSEL



                                February __, 2001



Wachovia Bank, National Association
191 Peachtree Street
Atlanta, Georgia 30303

Ladies and Gentlemen:

     We have acted as special  counsel to Immucor,  Inc., a Georgia  corporation
("U.S. Borrower"),  Dominion Biologicals, Ltd., the successor by amalgamation to
300524 Nova Scotia Limited and itself a corporation  incorporated under the laws
of Canada ("Canadian Borrower"),  and Immucor Medizinische  Diagnostik,  GmbH, a
corporation  incorporated  under the laws of the  Federal  Republic  of  Germany
("German  Borrower";  U.S.  Borrower,  Canadian  Borrower  and German  Borrower,
individually and collectively,  "Borrower") in connection with that certain Loan
Agreement dated as of even date herewith (the "Loan Agreement") between Borrower
and Wachovia Bank, National Association ("Lender"). In that regard, we have also
acted as counsel to BCA  Acquisition  Corporation  ("BCA"),  Gamma  Biologicals,
Inc., a Texas corporation ("Gamma") and Gamma Biologicals International, Inc., a
U.S. Virgin Islands  corporation  ("Gamma  International";  BCA, Gamma and Gamma
International,  collectively, "Guarantor"; Borrower and Guarantor, collectively,
the "Credit Parties").  Capitalized terms used herein, but not otherwise defined
herein,  shall have the meanings  ascribed to such terms in the Loan  Agreement.
This  opinion is  delivered to you at  Borrower's  request  pursuant to the Loan
Agreement.  In rendering  the opinions set forth  herein,  we have  examined the
following  documents  (items (iii) through  (vii) below are herein  collectively
called the "Transaction Documents"):

               (i) the Credit  Parties'  respective  articles or certificates of
          incorporation and bylaws or equivalent  organizational documents;

               (ii)  resolutions  of the  respective  boards of directors of the
          Credit  Parties with respect to the  transactions  referred to herein;

               (iii) the Loan Agreement;

               (iv)  the  Guaranty   Agreement   executed  by   Guarantor   (the
          "Guaranty");

               (v) the Notes;

               (vi) the Stock Pledge Agreement; and

               (vii) the Security Agreement;

               (viii) such other  agreements,  instruments  and  documents as we
          have  deemed  necessary  or  appropriate  to enable  us to render  the
          opinions expressed below.

     Additionally,  we have  examined  originals  or  copies,  certified  to our
satisfaction,  of  such  certificates  of  public  officials  and  officers  and
representatives  of the  Credit  Parties  and we have  made  such  inquiries  of
officers and representatives of the Credit Parties as we have deemed relevant or
necessary,  as the basis for the opinions  set forth  herein.
<PAGE>

     In rendering  the opinions  expressed  below,  we have,  with your consent,
assumed that the signatures of Persons  signing all documents in connection with
which this opinion is rendered are genuine (other than Persons signing on behalf
of the Credit Parties),  all documents submitted to us as originals or duplicate
originals are authentic  and all  documents  submitted to us as copies,  whether
certified or not,  conform to authentic  original  documents.  Additionally,  we
have,  with your  consent,  assumed  and relied  upon,  the  following:  (a) the
accuracy and completeness of all certificates  and other  statements,  documents
and  records   reviewed  by  us,  and  the  accuracy  and  completeness  of  all
representations, warranties, schedules and exhibits contained in the Transaction
Documents, with respect to the factual matters set forth therein;

     (b) all  parties to the  documents  reviewed  by us (other  than the Credit
Parties) are duly  organized,  validly  existing and in good standing  under the
laws  of all  jurisdictions  where  they  are  conducting  their  businesses  or
otherwise  required to be so  qualified,  and have full power and  authority  to
execute,  deliver and perform  their  duties under such  documents  and all such
documents have been duly authorized, executed and delivered by such parties; and

     (c) the  proceeds of the initial  Loans have been  disbursed in whole or in
part and each  Transaction  Document  constitutes  the legal,  valid and binding
obligation of each party  thereto  (other than the Credit  Parties)  enforceable
against such party in accordance with its terms.

     Whenever our opinion  with respect to the  existence or absence of facts is
indicated to be based on our  knowledge or  awareness,  we are  referring to the
actual  present  knowledge  of the  particular  attorneys  in the  firm who have
represented  the Credit Parties during the course of our  representation  of the
Credit Parties in connection with the Transaction Documents. Except as expressly
set  forth  herein,  we  have  not  undertaken  any  independent  investigation,
examination  or inquiry to determine  the existence or absence of any facts (and
have not caused the review of any court file or indices)  and no inference as to
our  knowledge  concerning  any facts should be drawn as a result of the limited
representation undertaken by us.

     Based upon the foregoing and subject to the  qualifications  stated herein,
we are of the opinion that:

     1. Each of the Credit Parties is a corporation duly  incorporated,  validly
existing  and  in  good  standing  under  the  laws  of  its   jurisdiction   of
incorporation  as set forth above.  Each of the Credit Parties has the requisite
corporate  power and authority to own and operate its  properties,  to lease any
properties  it  operates  under  lease,  to conduct its  business  as  presently
conducted and to execute and deliver each of the Transaction  Documents to which
it is a party.

     2. The  execution,  delivery  and  performance  of each of the  Transaction
Documents  to  which  each of the  Credit  Parties  is a party  have  been  duly
authorized by such Credit Party, and each such Transaction  Document constitutes
the legal,  valid and  binding  obligation  of such  Credit  Party,  enforceable
against such Credit Party in accordance with its terms.

     3. Assuming the proceeds of the Loans are used in accordance  with the Loan
Agreement,  neither the execution and delivery by each of the Credit  Parties of
the Transaction  Documents to which it is a party,  nor the consummation by each
of the Credit Parties of the transactions contemplated thereby: (i) violates any
provision  of  the  Credit  Parties'  respective  articles  or  certificates  of
incorporation  or bylaws;  (ii)  violates any law or regulation  (including  any
applicable order or decree of any court or governmental instrumentality known to
us)  applicable  to any Credit  Party;  (iii) to our  knowledge,  results in the
breach of, or  constitutes a default under,  or requires any consent under,  any
indenture,  mortgage or other  agreement to which any Credit Party is a party or
by which  any  Credit  Party or any of its  properties  are  bound;  (iv) to our
knowledge,  results in the  creation or  imposition  of any lien upon any of the
property of any Credit Party under any  indenture,  mortgage or other  agreement
described in clause (iii) above;  or (v) requires the consent or approval of, or
any filing or registration with, any governmental authority other than (a) those
which have been obtained, and (b) any consents, approvals or filings required in
connection  with the  exercise  by the  Lender  of  certain  remedies  under the
Transaction Documents to the extent required pursuant to the terms thereof.
<PAGE>

     4. To our knowledge,  except as disclosed in the  Transaction  Documents or
the disclosure schedules thereto, there are no judgments outstanding against any
Credit  Party  which  seek  to  enjoin  or  restrict  the  consummation  of  the
Acquisition  or any part  thereof  or  which,  if  adversely  determined,  could
reasonably be expected to have a material  adverse effect on the Credit Parties'
consolidated  financial  condition  or  business.  We have not been  retained to
represent any Credit Party with respect to any pending or threatened litigation,
other than matters  disclosed  in the  Transaction  Documents or the  disclosure
schedules attached thereto.

     5. None of the Credit  Parties is an  "investment  company"  registered  or
required to be registered under the Investment  Company Act of 1940, as amended,
or, to our knowledge,  controlled by such a company.  None of the Credit Parties
is a "holding  company" or a "subsidiary  company" of a "holding  company" or an
"affiliate"  of a "holding  company"  within the  meaning of the Public  Utility
Holding Company Act of 1935, as amended.

     6. Assuming that the proceeds of the Loans are used in accordance  with the
Loan  Agreement,  the  making  of the  Loans  will not  violate  or  result in a
violation of Regulation U or X of the Board of Governors of the Federal  Reserve
System.

     7. The interest rates  applicable to the  obligations of Borrower under the
Loan  Agreement  and the Notes do not violate  any  interest or usury law of the
State of Georgia.

     8. Pursuant to the Stock Pledge Agreement,  Lender has been granted a valid
security  interest  in the  shares  of  stock  of [each  Credit  Party]  pledged
thereunder which security  interest has been perfected by the delivery to Lender
of the certificates evidencing such pledged shares.

     9.  Pursuant to the  Security  Agreement,  Lender has been  granted a valid
security  interest in the  "Collateral"  (as  defined  therein)  which  security
interest,  as to that portion of the Collateral  consisting of property in which
under the Uniform Commercial Code, as in effect in the States of Georgia,  Texas
and the U.S. Virgin Islands,  a security interest may be perfected by the filing
of a financing  statement,  such  security  interest  has been  perfected by the
filing of financing statements in the offices identified on Annex I hereto.

     The opinions expressed herein are based upon and are limited to the laws of
the State of Georgia,  the Texas Business  Corporation Act, the laws of the U.S.
Virgin Islands (as to which with your permission,  we have relied on the opinion
of _______________________, a copy of which is attached hereto), the laws of the
Republic of Germany (as to which,  with your  permission,  we have relied on the
opinion of _________________,  a copy of which is attached hereto), and the laws
of Canada (as to which, with your permission,  we have relied on the opinion, of
_______________________),  and any applicable  federal laws of the United States
of America and we express no opinion with respect to the laws of any other state
or jurisdiction.

     Our opinions set forth in this letter are based upon the facts in existence
and laws in effect on the date hereof and we expressly  disclaim any  obligation
to update our opinions  herein,  regardless of whether  changes in such facts or
laws come to our attention after the delivery hereof.

     This opinion is solely for the benefit of the Lender in connection with the
execution  and  delivery of the Loan  Agreement.  This opinion may not be relied
upon in any manner by any other person and may not be disclosed,  quoted,  filed
with a  governmental  agency or otherwise  referred to without our prior written
consent.

                                   Very truly yours,





<PAGE>




                                     ANNEX I

                       FINANCING STATEMENTS FILING OFFICES

1.       Clerk of Superior Court of Gwinnett County, Georgia

2.       Secretary of State of Texas

3.       Office of the Lieutenant Governor of U.S. Virgin Islands



<PAGE>

                                    EXHIBIT K

                          TELEPHONE INSTRUCTION LETTER



                                February __, 2001

Wachovia Bank, National Association
191 Peachtree Street, N.E.
Atlanta, Georgia 30303

Ladies and Gentlemen:

     Please refer to that certain Loan Agreement, dated as of _________________,
__________ between you and us ("Loan Agreement").

     From any Advances under the  ____________  Line of Credit which you make to
us under  the  Loan  Agreement,  we  hereby  authorize  and  direct  you to make
disbursement  from  time to time  for our  account  to our bank  account  number
_______________________ maintained with __________ __________________________ of
______________________________,   _________________,   _________________________
upon  receipt of telephone  instructions  from any of the  following  persons or
their respective designees:

                      Name                         Title

            ___________________________ _____________________________

            ___________________________ _____________________________

            ___________________________ _____________________________


     You shall have no  liability  to us  whatsoever  for  acting  upon any such
telephone  instruction which you, in good faith, believe was given by any of the
above  designated  persons or their  respective  designees and you shall have no
duty    to    inquire    as   to   the    propriety    of   any    disbursement.

     You shall have the right to accept the telephone instructions of any of the
above designated  persons or their respective  designees unless and until actual
receipt by you from us of written  notice of termination of the authority of any
such designated  persons. We may change persons designated to give you telephone
instructions only by delivering to you written notice of such change.


<PAGE>


                                   EXHIBIT L

                       Form of Borrowing Base Certificate



                                 [See attached]