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                                                                   EXHIBIT 10.22

                            SEROLOGICALS CORPORATION
                                COMPENSATION PLAN
                     FOR NON-EMPLOYEE DIRECTORS (the "Plan")
                              (as of May 18, 1998)

                  SECTION 1. ELIGIBILITY. Each member of the Board of Directors
(the "Board") of Serologicals Corporation (the "Company") who is not an employee
of the Company or any of its divisions or subsidiaries (an "Eligible Director")
is eligible to participate in the Plan.

                  SECTION 2. PURPOSE. The purpose of the Plan is to advance the
interests of the Company and its stockholders by compensating and providing
incentives, which are linked directly to increases in stockholder value, to
Eligible Directors for services rendered, time expended and for risks assumed
and value added, in order that they will be encouraged to serve on the Board and
exert their best efforts on behalf of the Company, thus enhancing the value of
the Company for the benefit of the Company's stockholders.

                  SECTION 3. SHARES SUBJECT TO PLAN. Except as otherwise set
forth herein, the Company shall not be required to reserve or otherwise set
aside funds or shares of common stock, par value $.01 per share, of the Company
("Common Stock") for the payment of its obligations hereunder. The aggregate
number of shares of Common Stock that may be issued pursuant to the Plan shall
not exceed 25,000[, subject to adjustment upon the occurrence of adjustments to
the outstanding Common Stock described in Section 8(e) hereof.] At all times
during the term of the Plan, the Company shall reserve and keep available for
issuance such number of shares of Common Stock[, adjusted in accordance with
Section 8(e) hereof,] as applicable (each a "Share"), as the Company is
obligated to issue pursuant to the Plan. Common Stock issued under the Plan may
consist, in whole or in part, of authorized and unissued Shares or treasury
Shares, as determined in the sole and absolute discretion of the Board. No
fractional Shares shall be issued under the Plan.

                  SECTION 4.  ADMINISTRATION.

                  (a) GENERALLY. The Plan shall be administered, construed and
interpreted by the Board. Pursuant to such authorization, the Board shall have
the responsibility for carrying out the terms of the Plan, including but not
limited to, the determination of the meeting based fees to be paid to all
Eligible Directors. To the extent permitted under the securities laws applicable
to compensation plans including, without limitation, the requirements of Section
16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or under the Internal Revenue Code of 1986, as amended (the "Code"), the
Compensation Committee of the Board, or a subcommittee of the Compensation



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Committee, may exercise the discretion granted to the Board under the Plan,
provided that the composition of such Committee or subcommittee shall satisfy
the requirements of Rule 16b-3 under the Exchange Act, or any successor rule or
regulation. The Board may also designate a plan administrator to manage the
record keeping and other routine administrative duties under the Plan.

                  (b) RELIANCE AND INDEMNIFICATION OF BOARD MEMBERS. The Board
may employ attorneys, consultants, accountants or other persons, and the Board,
the Company and its officers and directors shall be entitled to rely upon the
advice, opinions or valuations of any such persons. No member of the Board shall
be personally liable for any action, determination or interpretation taken or
made in good faith by the Board with respect to the Plan or compensation granted
hereunder, and all members of the Board shall be fully indemnified and protected
by the Company in respect of any such action, determination or interpretation.

                  SECTION 5. COMPENSATION. Each Eligible Director shall be
entitled to receive: (i) $2,000 for each meeting (each of which is a meeting for
which attendance in person was expected) of the Board of Directors actually
attended in person each year ("Regular Compensation"); (ii) $1,000 for each
meeting (each of which is a meeting for which attendance in person was expected)
of a Committee of the Board of Directors actually attended in person if held in
conjunction with a meeting of the Board of Directors ("Committee Compensation")
and (iii) $2,000 for each meeting (each of which is a meeting for which
attendance in person was expected) of a Committee of the Board of Directors
actually attended in person if not held in conjunction with a meeting of the
Board of Directors (collectively with Regular Compensation and Committee
Compensation, "Compensation"). All Compensation shall be payable in cash as
accrued unless otherwise provided herein. Compensation payable to Eligible
Directors for services rendered as a director during a calendar year, if not
deferred pursuant to Section 6 of the Plan, shall be paid (a) partly in Shares
of Common Stock and partly in cash (in whatever percentages as shall be elected
by the Eligible Director), (b) all in cash or (c) all in Shares of Common Stock,
at the election of the Eligible Director. Such election shall be made, in
writing, and delivered to the Secretary of the Company on or before December
31st each year (or, in the case of the first year of the Plan, on or before
September 25, 1998). Payment in Shares, if any, shall be made on the last day of
any month in which Compensation shall have been earned. Shares shall initially
be issued in uncertificated form and recorded in the accounting records of the
Company. Upon the request of an Eligible Director, but not more frequently than
once per quarter, the Company shall issue stock certificates with respect to the
uncertificated Shares accounted for as provided in the preceding sentence. The
amount of any cash payment to be made to an Eligible Director that elected
option (a) above shall equal the result obtained by multiplying (x) the
Compensation by (y) the decimal equivalent of the percentage of cash elected to
be received by the Eligible Director (i.e., 40% cash shall equal .40). The
number of Shares to be transferred to an Eligible Director pursuant to option
(a) or (c) above shall be determined by dividing (x) the amount


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of the Compensation balance by (y) the closing price of the Common Stock on the
NASDAQ National Market (or such other national securities exchange on which the
Common Stock shall be primarily traded) on the last trading day of the calendar
month in which the Compensation is earned.

                  SECTION 6.  ELECTION TO DEFER.

                  (a) TIME OF ELECTION. On or before September 25, 1998, an
Eligible Director may elect to defer Compensation by directing that all of the
Compensation which otherwise would have been payable in accordance with Section
5 above thereafter during such calendar year and succeeding calendar years shall
be credited to a deferred compensation account (the "Director's Account"). Under
a valid election, such deferred Compensation shall be payable entirely in Shares
of Common Stock. Any person who shall become an Eligible Director during any
calendar year, and who was not an Eligible Director of the Company prior to the
beginning of such calendar year, may elect, within 30 days after his or her term
begins, to defer payment of all of his or her Compensation earned during the
remainder of such calendar year and for succeeding calendar years.

                  (b) FORM AND DURATION OF ELECTION. An election to defer
Compensation shall be made by written notice executed by the Eligible Director
and filed with the Secretary of the Company. Such election shall continue until
the Eligible Director terminates such election by subsequent written notice
filed with the Secretary of the Company; provided, however, that an Eligible
Director may not revoke, change or make an election, if such Eligible Director
has made an opposite-way election under any plan of the Company within the
previous six months. Any such election to terminate deferral shall become
effective for the calendar year following receipt of the election form by the
Company and shall only be effective with respect to Compensation payable for
services rendered as an Eligible Director thereafter. Amounts credited to the
Director's Account prior to the effective date of termination shall not be
affected by such termination and shall be distributed only in accordance with
the terms of the Plan.

                  (c) CHANGE OF ELECTION. An Eligible Director who has
terminated his or her election to defer Compensation hereunder may thereafter
make another election in accordance with Section 6(a) to defer such Compensation
for the calendar year subsequent to the filing of such election and succeeding
calendar years.

                  (d) THE DIRECTORS ACCOUNT. All Compensation that an Eligible
Director has elected to defer under the Plan shall be credited to the Director's
Account as follows:

                      (i) As of the date set forth in Section 5, there shall be
credited to the Director's Account the number of shares of Common Stock
determined as set forth in Section 5. If the amount of the Compensation is not
evenly divisible by such closing price of the Common Stock, the balance shall be
credited to the Director's Account in cash.

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                      (ii) At the end of each calendar year, there shall be
credited to the Director's Account an amount equal to the cash dividends that
would have been paid on the number of Shares of Common Stock credited to the
Director's Account as of the dividend record date, if any, occurring during such
calendar year as if such Shares had been shares of issued and outstanding Common
Stock on such record date, and such amount shall be treated as reinvested in
additional shares of Common Stock on the dividend payment date.

                      (iii) An Eligible Director shall not have any interest in
the cash or Common Stock in his or her Director's Account until such cash or
Common Stock is distributed in accordance with the Plan.

                  (e)  DISTRIBUTION FROM ACCOUNTS.

                      (i) At the time an Eligible Director makes an election to
defer receipt of Compensation pursuant to this Section 6, such Director shall
also file with the Secretary of the Company a written election with respect to
the distribution of the aggregate amount of cash and Shares credited to the
Director's Account pursuant to such election. An Eligible Director may elect to
receive such amount in one lump-sum payment or in a number of approximately
equal annual installments (provided the payout period does not exceed 15 years).
The lump-sum payment or the first installment shall be paid as of (i) the first
business day of any calendar year subsequent to the date the Compensation would
otherwise be payable, as specified by the Director, (ii) the first business day
of the calendar year immediately following the cessation of the Eligible
Director's service as a director of the Company or (iii) the earlier of (i) or
(ii), as the Eligible Director may elect. Subsequent installments shall be
distributed as of the first business day of each succeeding annual installment
period until the entire amount credited to the Director's Account shall have
been distributed. A cash payment will be made with the final installment for any
fraction of a share of Common Stock credited to the Director's Account.

                      (ii) An Eligible Director participating in the Plan may,
on or prior to December 31st each year, file another written election with the
Secretary of the Company electing to change the date and/or method of
distribution of the aggregate amount of cash and Shares of Common Stock credited
to the Director's Account for services rendered as a director commencing with
such calendar year; provided, however, that an Eligible Director may not revoke,
change or make an election, if such Eligible Director has made an opposite-way
election under any plan of the Company within the previous six months. Amounts
credited to the Director's Account prior to the effective date of such change
(the "Prior Amounts") shall not be affected by such change and shall be
distributed only in accordance with the election in effect at the time the Prior
Amounts were credited to the Director's Account; PROVIDED, HOWEVER, that an
Eligible Director may elect to change the


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time at which Prior Amounts are to be paid, if (i) a written election to effect
such change is filed with the Secretary of the Company at least one year before
the earliest scheduled payment of the Prior Amounts and (ii) such change would
not accelerate the Eligible Director's receipt of the Prior Amounts.
Notwithstanding the foregoing, in the event an Eligible Director suffers a
severe financial hardship outside the control of such Director, as determined by
the Company, the Company may, in its sole discretion, at the request of such
Eligible Director, elect to advance or defer the date of distribution of the
Director's Account or change the method of distribution thereof.

                      (iii) Notwithstanding anything to the contrary contained
herein, upon a "Change of Control" (as defined below) and except to the extent
such actions shall make "pooling of interests" accounting unavailable to a
"Change of Control" transaction approved by the Company's Board of Directors,
the full number of Shares of Common Stock and cash in each Director's Account
shall be immediately funded and be distributable on the earlier of the date
which is six months and one day from the "Change of Control" or the distribution
date(s) previously elected by an Eligible Director. For purposes of this Plan, a
"Change of Control" shall mean the occurrence of any of the events described
below: (i) a change, within a period of 24 months or less, in the composition of
the Board of Directors of the Company, such that at any time the majority of
directors who are then serving were not serving at the beginning of such period,
unless at such date of determination, such directors were nominated upon the
recommendation of a majority of the Board of Directors who were directors at the
beginning of such period; (ii) any "person" (as such term is defined in Section
3(a)(9) and 13(d)(3) of the Exchange Act), other than the Eligible Director, or
any group of which the Eligible Director is a member (within the meaning of Rule
13d-1(f) of the Rules and Regulations promulgated under the Exchange Act), or an
"Affiliate" or "Associate" (as such terms are defined in Rule 405 of the Rules
and Regulations promulgated under the Securities Act of 1933, as amended (the
"Securities Act")) thereof, becomes a beneficial owner (as defined in Section
13(d)(3) of the Exchange Act), directly or indirectly, of (x) securities of the
Company representing thirty percent (30%) or more of the Company's then
outstanding securities having the right to vote for the election of directors or
(y) all or substantially all of the assets of the Company; PROVIDED, that the
acquisition by the Company of another company or the assets thereof or a similar
transaction in which the Company issues securities representing 30% or more of
the total number of votes that may be cast for the election of directors of the
Company shall not constitute a "Change in Control" if (1) the Company is the
surviving corporation, (2) the President and Chief Executive Officer of the
Company and the Chief Financial Officer immediately preceding the signing of the
acquisition (or similar) agreement relating to such transaction shall serve as
such for a 24 month period after the closing of such transaction and (3) the
Board of Directors of the Company shall not change over a 24 month period, in
connection with or as a consequence of such transaction, by more than 30%.;
(iii) commencement (within the meaning of Rule 14d-2 of the Rules and
Regulations promulgated under the Exchange Act) of a "tender offer" for capital
stock of the Company subject to Section 14(d)(2) of the Exchange Act by any
"person" (as defined


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above) other than the Company or any group of which the Eligible Director is a
member; or (iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.]

                  (f) DISTRIBUTION ON DEATH. If an Eligible Director should die
before all amounts credited to the Director's Account shall have been paid in
accordance with the election referred to in Section 6(d), the balance in such
Director's Account as of the date of such Director's death shall be paid
promptly following such Director's death to the beneficiary designated in
writing by such Director. Such balance shall be paid to the estate of the
Eligible Director if (a) no such designation has been made or (b) the designated
beneficiary shall have predeceased the Director and no further beneficiary
designation has been made.

                  SECTION 7. AMENDMENT AND TERMINATION.

                  (a) MODIFICATIONS TO THE PLAN. The Plan shall continue in
effect until terminated by the Board. The Board may at any time amend or
terminate the Plan; provided, however, that (i) no amendment or termination
shall impair the rights of an Eligible Director with respect to amounts then
credited to the Director's Account; and (ii) no amendment shall become effective
without approval of the stockholders of the Company if such stockholder approval
is required to enable the Plan to satisfy applicable state or Federal statutory
or regulatory requirements.

                  (b) RIGHTS OF ELIGIBLE DIRECTOR. No amendment, suspension or
termination of the Plan that would adversely affect the right of any Eligible
Director with respect to a Director's Account will be effective without the
written consent of the affected Eligible Director.

                  (c) CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. The
Board may correct any defect, supply any omission or reconcile any inconsistency
in the Plan in the manner and to the extent it shall deem desirable to carry the
Plan into effect.

                  SECTION 8.  MISCELLANEOUS.

                  (a) NON-TRANSFERABLE. The right of an Eligible Director to
receive any amount in the Director's Account shall not be transferable or
assignable by such Director, except by will or by the laws of descent and
distribution, and no part of such amount shall be subject to attachment or other
legal process.

                  (b) NO RIGHT TO CONTINUE AS DIRECTOR. Nothing contained herein
or in any instrument executed pursuant to the Plan will confer upon any Eligible
Director any right to continue as a member of the Board or affect the right of
the Company, the Board or the

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stockholders of the Company to terminate the directorship of any Eligible
Director at any time with or without cause.

                  (c) NO RIGHT TO ASSETS OR VOTING RIGHTS. The establishment and
maintenance of, or allocation and credits to, the Director's Account shall not
vest in the Eligible Director or his beneficiary any right, title or interest in
and to any specific assets of the Company. With respect to Compensation deferred
pursuant to Section 6, an Eligible Director shall not have any dividend or
voting rights or any other rights of a stockholder (except as expressly set
forth in Section 6(d)(ii) with respect to dividends and as provided in
subparagraph (e) below) until the shares of Common Stock issues in respect of
such Compensation and credited to a Director's Account are distributed. The
rights of an Eligible Director to receive payments under the Plan shall be no
greater than the right of an unsecured general creditor of the Company.

                  (d) ANNUAL STATEMENT. Each Eligible Director participating in
the Plan will receive an annual statement indicating the amount of cash and
number of Shares of Common Stock credited to the Director's Account as of the
end of the preceding calendar year.

                  (e) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. If adjustments
are made to outstanding Shares of Common Stock as a result of stock dividends,
stock splits, recapitalizations, mergers, consolidations and similar
transactions, an appropriate adjustment shall be made in the number of Shares of
Common Stock credited to the Director's Account and to the number of Shares of
Common Stock subject to the Plan.

                  (f) GOVERNING LAW. The validity, construction, interpretation,
administration and effect of the Plan and of its rules and regulations, and
rights relating to the Plan, shall be determined solely in accordance with the
laws of the State of Delaware, without regard to the choice-of-law principles
thereof, and applicable federal law.

                  (g) SEVERABILITY. If any term or provision of this Plan or the
application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, then the remainder of the Plan, or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision hereof shall be valid and be enforced to the fullest extent
permitted by applicable law.

                  (h) OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the
Plan shall prevent the Board from adopting other compensation arrangements for
Eligible Directors, subject to stockholder approval if such approval is
required. Such other arrangements may be either generally applicable or
applicable only in specific cases.

                  (i) REPRESENTATIONS. The Board may require, as a condition to
the right

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to receive payment of the Compensation hereunder (whether directly or from the
Director's Account), that the Company receive from the Eligible Director,
representations, warranties and agreements to the effect that the Shares are
being accepted by the Eligible Director only for investment and without any
present intention to sell or otherwise distribute such Shares and that the
Eligible Director will not dispose of such Shares in transactions which, in the
opinion of counsel to the Company, would violate the registration provisions of
the Securities Act of 1933, as then amended, and the rules and regulations
thereunder. The certificate issued to evidence such Shares shall bear
appropriate legends summarizing such restrictions on the disposition thereof.

                  (j) WITHHOLDING. The Company shall be authorized to withhold
from any Director's Account, or any payment due under the Plan, the amount of
withholding taxes due, if any, in respect thereof, and to take such other action
as may be necessary in the opinion of the Company to satisfy all obligations for
the payment of such taxes. Upon receiving distributions from the Director's
Account, the Eligible Director receiving Shares pursuant thereto may be required
to pay the Company the amount of any such withholding taxes which is required to
be withheld with respect to such Shares.

                  (k) COST OF THE PLAN. The costs and expenses of administering
the Plan shall be borne by the Company.

                  (l) NO WAIVER OF BREACH. No waiver by any person at any time
or any breach by another person of, or compliance with, any condition or
provision of the Plan to be performed by such other person shall be deemed a
waiver of the same, any similar or any dissimilar provisions or conditions at
the same, or at any prior or subsequent, time.

                  (m) NO TRUST OR FUND CREATED. The Plan shall not create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company and an Eligible Director or any other
individual, corporation, partnership, association, joint-stock company, trust,
unincorporated organization, or government or political subdivision thereof
("Person"). To the extent that any Person acquires a right to receive payments
from the Company pursuant to a Directors' Account or otherwise, such right shall
be no greater than the right of any unsecured general creditor of the Company.

                  (n) HEADINGS. The headings contained herein are for reference
purposes only and shall not affect in any way the meaning or interpretation of
the Plan.


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