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Execution Copy                                                       EXHIBIT 2.6

                            DATED 11TH FEBRUARY 2003

                  FALCON INTERNATIONAL INVESTMENT HOLDINGS LLC

                                       and

                       SEROLOGICALS RESEARCH PRODUCTS, INC

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

                           EUROPEAN PURCHASE AGREEMENT
                    RELATING TO THE SALE OF THE WHOLE OF THE
                 ISSUED SHARE CAPITAL OF CHEMICON EUROPE LIMITED

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

                             [THEODORE GODDARD LOGO]

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Execution Copy                                                       EXHIBIT 2.6

                                    CONTENTS

<TABLE>
<CAPTION>
                                                                               PAGE
<S>                                                                            <C>
1.    DEFINITIONS AND INTERPRETATION......................................       1

2.    SALE AND PURCHASE...................................................       1

3.    CONSIDERATION.......................................................       2

4.    CONDITIONAL AGREEMENT...............................................       2

5.    WARRANTIES..........................................................       2

6.    COMPLETION..........................................................       4

7.    MATTERS PENDING COMPLETION..........................................       5

8.    CONFIDENTIALITY.....................................................       5

9.    GUARANTEE...........................................................       6

10.   SPECIFIC MATTERS....................................................       6

11.   TAX COVENANT........................................................       6

12.   COSTS...............................................................       7

13.   NOTICES.............................................................       7

14.   DEDUCTIONS FROM PAYMENTS............................................       8

15.   TERMINATION.........................................................       8

16.   GENERAL.............................................................       8

SCHEDULE 1 - Warranties...................................................      12

SCHEDULE 2 - Particulars of the Company...................................      31

SCHEDULE 3 - The Subsidiary...............................................      32

SCHEDULE 4 - The Properties...............................................      33

SCHEDULE 5 - Completion Requirements......................................      34

SCHEDULE 6 - Specific Matters.............................................      37

APPENDIX - Definitions and Interpretation.................................      38
</TABLE>

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Execution Copy                                                       EXHIBIT 2.6

DOCUMENTS IN THE AGREED FORM:

1.       Form of Director's/Secretary's Resignation

2.       Power of Attorney from the registered holder of the Shares

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Execution Copy                                                       EXHIBIT 2.6

AGREEMENT dated 11th February 2003

PARTIES:

(1)      FALCON INTERNATIONAL INVESTMENT HOLDINGS LLC, a Delaware limited
         liability company whose head office is c/o Michael Mead, sole manager,
         8600 W. Bryn Mawr Ave., Suite 700-N, Chicago, Illinois 60631-3505, USA
         (SHAREHOLDER); and

(2)      SEROLOGICALS RESEARCH PRODUCTS, INC, a company incorporated in
         Delaware, USA whose head office is at 5655 Spalding Drive, Norcross,
         Georgia 30092, USA (SEROLOGICALS).

INTRODUCTION:

(A)      The Shareholder is the registered holder and beneficial owner of all
         the issued shares in Chemicon Europe Limited (COMPANY).

(B)      The Shareholder is willing to sell such shares to Serologicals, and
         Serologicals is willing to purchase them, on the terms and subject to
         the conditions of this Agreement.

(C)      Details of the Company are set out in Schedule 2.

(D)      The Subsidiary is the only subsidiary of the Company at the date of
         this Agreement.

IT IS AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

         The definitions and interpretation provisions set out in the Appendix
         apply in this Agreement.

2.       SALE AND PURCHASE

2.1      The Shareholder shall sell and Serologicals shall purchase the Shares
         on the terms and subject to the conditions of this Agreement.

2.2      The Shareholder shall sell the Shares with full title guarantee and
         free from any Encumbrance.

2.3      The Shareholder shall not before Completion dispose of any interest in
         the Shares or any of them or grant any Encumbrance over the Shares or
         any of them.

2.4      The Shareholder shall sell the Shares with all rights now and in the
         future attaching to them.

2.5      Serologicals shall not be obliged to complete the purchase of any of
         the Shares unless the purchase of all the Shares is completed
         simultaneously in accordance with this Agreement.

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2.6      The Shareholder waives, and agrees to procure the waiver of, any
         restrictions on transfer (including pre-emption rights) which may exist
         in relation to the Shares under the existing articles of association of
         the Company or otherwise.

2.7      For so long after Completion as it remains the registered holder of any
         of the Shares the Shareholder shall hold them and any distributions,
         property and rights deriving from them in trust for Serologicals and
         shall deal with the Shares and any distributions, property and rights
         deriving from them as Serologicals directs.

3.       CONSIDERATION

3.1      The consideration for the Shares shall be the sum of US$14,025,000.

3.2      The consideration for the Shares shall be paid in full on Completion.

4.       CONDITIONAL AGREEMENT

4.1      This Agreement and the rights and obligations of the parties under it
         (except as provided in clause 4.3) are in all respects conditional
         upon:

4.1.1    the US Securities Purchase Agreement becoming unconditional in all
         respects other than the condition relating to Completion of this
         Agreement; and

4.1.2    by the date that the condition in Clause 4.1.1 is satisfied, the
         Secretary of State for Trade and Industry not having referred the
         proposed transactions contemplated in this Agreement or matters arising
         therefrom to the Competition Commission in exercise of his powers under
         the Fair Trading Act 1973.

4.2      If the conditions set out in clause 4.1 shall not have been fully
         satisfied by the date this Agreement is terminated in accordance with
         clause 15 (termination), then this Agreement shall immediately lapse
         and cease to have effect (other than clauses 12 (costs), 16.5
         (governing law), 16.13 (announcements) and 16.18 (appointment of agent
         for service) which shall remain in force) and neither party shall have
         any claim against any other in respect of this Agreement except in
         relation to any prior breach of this Agreement.

4.3      Despite clause 4.1, each of the parties shall perform and observe its
         obligations under this Agreement which, expressly or by implication,
         are required to be performed or observed at any time prior to the
         earlier of (i) the time when this Agreement is terminated in accordance
         with clause 15 (termination) and (ii) the fulfilment of all the
         conditions set out in clause 4.1.

5.       WARRANTIES

5.1      The Shareholder warrants, represents to and undertakes with
         Serologicals in the terms of Schedule 1.

5.2      The Shareholder acknowledges that Serologicals is entering into this
         Agreement in reliance on the Warranties.

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5.3      Any reference in Schedule 1 (Warranties) to the COMPANY means the
         Company and the Subsidiary separately so that the Warranties are given
         in respect of the Company and the Subsidiary separately.

5.4      The Warranties are given subject to and qualified by, and Serologicals
         is not entitled to claim that any fact, matter or circumstance causes
         any of the Warranties to be breached in and to the extent, but only to
         the extent, that the fact, matter or circumstance is fairly disclosed
         in the Disclosure Letter.

5.5      The Warranties are not subject to any qualification other than the
         Disclosure Letter and those qualifications referred to in the
         Disclosure Letter.

5.6      Serologicals acknowledges and agrees with the Shareholder that:

5.6.1    it has had the opportunity to, and has, conducted due diligence
         investigations in relation to the Company and the Subsidiary before the
         date of this Agreement;

5.6.2    the Warranties are the only warranties that Serologicals requires, and
         on which Serologicals has relied, in entering into this Agreement; and

5.6.3    to the extent permitted by law, all other warranties, representations
         and undertakings (whether express or implied and whether oral or in
         writing) made or given by the Shareholder, the Company or its employees
         or advisers are expressly excluded.

5.7      In the event of any conflict or inconsistency between the provisions of
         this Agreement (other than, and to the extent only that the Disclosure
         Letter qualifies, the Warranties) and the Disclosure Letter the
         provisions of this Agreement shall prevail.

5.8      The Shareholder undertakes to Serologicals that it will not seek to
         pursue any right, remedy or claim against the Company or the Subsidiary
         or any of their respective officers or employees which they or any of
         them may have in respect of any misrepresentation, inaccuracy or
         omission in or from any information or advice supplied or given to the
         Shareholder or any of its advisers or agents in connection with this
         Agreement, the Warranties, the Disclosure Letter or any other document
         referred to in this Agreement except to the extent that such right,
         remedy or claim arises against any of such officers or employees and as
         a result of fraud or wilful concealment. In any event, the Shareholder
         irrevocably undertakes to Serologicals (for itself and as trustee for
         each of such persons) to waive every such claim they may have against
         any of such persons.

5.9      Each of the Warranties shall be construed separately and none of the
         Warranties shall limit or govern the extent, application or
         construction of any other of the Warranties.

5.10     In the Warranties, the term "knowledge" in relation to the Shareholder
         shall mean (i) all facts known by any person named in Schedule 3.1(f)
         to the US Securities Purchase Agreement, D Beckman, K Beckman or
         Matthew Corbett after due inquiry and diligence with respect to the
         matters at hand and (ii) all facts that such persons should have known
         with respect to the matters at hand if they had made due enquiry and
         exercised diligence.

5.11     The provisions of the Indemnification Agreement shall apply in respect
         of any claims under this Agreement. In the event of any matter giving
         rise to a claim under this Agreement, the Shareholder and Serologicals
         must comply with the provisions of Clause

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         2.3 of the Indemnification Agreement (Indemnification Procedure) and
         2.4 (Claims Period) in respect of the notification and conduct of any
         such matter and the provisions of Clause 2.5 (Liability Limits) shall
         apply in respect of determining the liability of the Obligated Parties
         in respect of such matter.

5.12     The liability of the Shareholder in respect of any claim for breach of
         any Warranty or claim under clause 11 (Tax Covenant) (with the
         exception of clause 5.12.1 which shall not apply to reduce or
         extinguish claims under clause 11) is reduced or extinguished (as the
         case may be) to the extent that:

5.12.1   the subject matter of any claim is expressly provided for in the
         Warranted Accounts; or

5.12.2   the claim has arisen as a result of or in consequence of any voluntary
         act, omission, transaction or arrangement of or on behalf of
         Serologicals after the date of this Agreement otherwise than in the
         ordinary course of business as it is carried on at Completion or
         pursuant to a legally binding commitment created before Completion by
         or on behalf of the Company or the Subsidiary and in either case where
         Serologicals ought reasonably to have known that such voluntary act,
         omission or transaction would cause such claim to arise; or

5.12.3   the claim is as a result of or in respect of, or where the claim arises
         from, any increase in the rate of tax liable to be paid or any
         imposition of tax not in effect at the date of Completion; or

5.12.4   the claim occurs or is increased as a result of legislation not in
         force or in effect at the date of Completion; or

5.12.5   the claim occurs as a result of a change in any law after the date of
         Completion.

5.13     If, within two years of any payments being made to Serologicals by or
         on behalf of the Shareholder in respect of a claim under the Warranties
         or a breach of the tax covenant at clause 11 of this Agreement, the
         Company or any Subsidiary subsequently receives any sum referable to
         the claim from a third party (including payment under any insurance
         policy), then Serologicals:

5.13.1   must promptly notify the Shareholder of the receipt of such sum; and

5.13.2   pay to the Shareholder an amount equal to the amount (net of expenses
         and tax) of the sum received by Serologicals, the Company or the
         Subsidiary (as the case may be) or such lesser amount (net of expenses
         and tax) as shall have been so paid to Serologicals by or on behalf of
         the Shareholder.

5.14     Any amount paid by the Shareholder to Serologicals in respect of a
         claim under this Agreement shall be treated as a reduction pro-rata in
         the purchase consideration paid by Serologicals for the Shares.

6.       COMPLETION

6.1      Completion shall take place at the offices of Serologicals' Solicitors
         or at such other place as the parties may agree, as soon as is
         practicable following the satisfaction or

                                        4

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Execution Copy                                                       EXHIBIT 2.6

         waiver of the conditions referred to in clause 4.1 or at such later
         time or date as the parties may agree in writing.

6.2      On Completion the parties will comply with their respective obligations
         under Schedule 5.

6.3      If any of the requirements of Schedule 5 (to the extent not previously
         waived in terms of this Agreement) are not complied with on the date
         fixed for Completion the party not in default may (without prejudice to
         its or their other rights and remedies including the right to claim
         damages for the breach):

         6.3.1    proceed to Completion so far as practicable (without prejudice
                  to his or their rights under this Agreement); or

         6.3.2    rescind this Agreement without liability to any other party;
                  or

         6.3.3    waive all or any of the obligations in question of the party
                  in default.

7.       MATTERS PENDING COMPLETION

         Pending Completion, the Shareholder shall, in respect of the Group,
         comply with its obligations under clauses 5.1 to 5.4 of the US
         Securities Purchase Agreement. References to any US legal or accounting
         term or concept in clauses 5.1 to 5.4 of the US Securities Purchase
         Agreement shall, in respect of this clause 7, be deemed to include what
         most approximates in England to the US legal or accounting term or
         concept concerned.

8.       CONFIDENTIALITY

8.1      The Shareholder undertakes to Serologicals that it will not and will
         procure that none of Chemicon Inc, the Group, D Beckman or K Beckman
         will at any time after the date of this Agreement disclose to anyone or
         use for their own purposes or for any purposes except those of any
         company in the Group or through any failure to exercise all due care
         and diligence cause any unauthorised disclosure of any Confidential
         Information which they or any of them now possess or come into
         possession of prior to Completion.

8.2      Despite clause 8.1, the Shareholder may disclose Confidential
         Information:

         8.2.1    to its professional advisers solely for the purpose of taking
                  advice on matters concerning this Agreement in which case the
                  Shareholder shall ensure that such professional advisers are
                  aware of the confidential nature of the information and shall
                  use its best endeavours to procure that such advisers keep
                  such information confidential on terms equivalent to this
                  clause;

         8.2.2    to the extent required by law, or by any regulatory authority
                  to which the Shareholder may be subject.

8.3      The Shareholder will on demand made by Serologicals at any time after
         Completion deliver up or cause to be delivered up to Serologicals, or
         destroy or erase or cause to be destroyed or erased at Serologicals'
         direction, all notes and records on whatever media

                                        5

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         (including copies) containing Confidential Information, in each case
         being in the custody, control or possession of the Shareholder, D
         Beckman or K Beckman.

9.       GUARANTEE

         The provisions of the Parent Guaranty shall apply in respect of the
         obligations of Serologicals under this Agreement.

10.      SPECIFIC MATTERS

10.1     Notwithstanding disclosure made by the Shareholder in respect of any
         matter giving rise to a claim in respect of the matters set out in
         Schedule 6 the Shareholder agrees to indemnify Serologicals in
         accordance with the provisions of the Indemnification Agreement. In the
         event of any matter giving rise to a claim in respect of the matters
         set out in Schedule 6, the Shareholder and Serologicals must comply
         with the provisions of Clause 2.3 of the Indemnification Agreement
         (Indemnification Procedure) and 2.4 (Claims Period) in respect of the
         notification and conduct of any such matters and the provisions of
         Clause 2.5 (Liability Limits) shall apply in respect of determining the
         liability of the Obligated Parties in respect of such matters.

10.2     No claim for payment shall be made in respect of the matters set out at
         clause 10.1 to the extent that an express provision for the liabilities
         in question was made in the Warranted Accounts.

10.3     Any payments made by the Shareholder in respect of the matters set out
         at clause 10.1 shall be treated as a reduction in the consideration for
         its Shares.

11.      TAX COVENANT

11.1     The Shareholder covenants to pay to Serologicals in accordance with the
         terms and conditions of the Indemnification Agreement an amount equal
         to:

         11.1.1   any liability to Tax of a Group Member which arises:

                  (i)      in consequence of an Event which occurred, or was
                           deemed to occur, on or before Completion; or

                  (ii)     in respect of, or with reference to, any Income,
                           Profits or Gains which were earned, accrued or
                           received on or before Completion; and

         11.1.2   any liability to Tax which is primarily the liability of
                  another person (the PRIMARY PERSON) for which a Group Member
                  is liable in consequence of:

                  (i)      the Primary Person failing to discharge such
                           liability to Tax; and

                  (ii)     a Group Member at any time before Completion being a
                           member of the same group of companies as the Primary
                           Person or having control of, being controlled by, or
                           being otherwise connected with, the Primary Person or
                           being controlled by the same person as the Primary
                           Person for any Tax purpose; and

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         11.1.3   any reasonable costs and expenses suffered or incurred by
                  Serologicals and/or a Group Member in connection with any
                  liability to Tax as is mentioned in this clause 11 (or any
                  claim for such liability to Tax).

11.2     The covenant contained in clause 11.1 does not apply in respect of a
         liability to Tax of a Group Member to the extent that specific
         provision or reserve in respect of that liability to Tax was made in
         the last audited accounts of the relevant Group Member (excluding the
         notes to those accounts and excluding any provision or reserve in
         respect of deferred Tax).

11.3     The provisions of the Indemnification Agreement shall apply in respect
         of any claims under this Clause 11. In the event of any matter giving
         rise to a claim under this Clause 11, the Shareholder and Serologicals
         must comply with the provisions of Clause 2.3 of the Indemnification
         Agreement (Indemnification Procedure) and 2.4 (Claims Period) in
         respect of the notification and conduct of any such matter and the
         provisions of Clause 2.5 (Liability Limits) shall apply in respect of
         determining the liability of the Obligated Parties in respect of such
         matter.

12.      COSTS

12.1     Subject to clauses 8.2(b) and 9.13 of the US Securities Purchase
         Agreement, each party shall pay the costs and expenses incurred by that
         party in connection with the preparation, negotiation and
         implementation of this Agreement and the documents referred to in this
         Agreement. However, Serologicals shall bear any stamp duty payable on
         the transfer of the Shares pursuant to this Agreement.

13.      NOTICES

13.1     Every notice given or required to be given under this Agreement
         (NOTICE) shall be in writing. A Notice shall, in the case of
         Serologicals, be sent to its head office from time to time (marked for
         the attention of Jeffrey Linton), with a copy to King & Spalding LLP,
         191 Peachtree Street, Atlanta, Georgia 30303-1763 USA (marked for the
         attention of Philip A Theodore) and a copy to Theodore Goddard, 150
         Aldersgate Street, London EC1A 4EJ UK (marked for the attention of Mike
         Duggan) and, in the case of the Shareholder, be sent to Michael Mead,
         8600 W. Bryn Mawr Ave., Suite 700-N, Chicago, Illinois 60631-3505, USA,
         with a copy to Kurt Kicklighter, Luce Forward, 600 W. Broadway, Suite
         2600, San Diego, CA 92101 USA and Nigel Clark, Minter Ellison, 10
         Dominion Street, London EC2M 2EE or at such other address as that party
         shall have notified to the other party in accordance with this clause.

13.2     Every Notice shall be delivered personally or sent by registered or
         certified mail or by any prepaid express mail or overnight courier
         service courier. To be valid a Notice must be despatched on a Business
         Day.

13.3     A Notice that is delivered personally in the manner provided in this
         clause 13 shall be deemed to have been served on the party to whom it
         is directed on actual receipt by such party or its agent. Any Notice
         that is addressed and mailed or sent by courier in the manner provided
         in this clause 13 shall be deemed to be served on the party to whom it
         is directed at the close of business (local time at the place of
         destination) on the fourth Business Day after the day it is despatched
         or, if earlier, the time of actual receipt.

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13.4     In proving service of a Notice it shall be sufficient to prove that
         delivery was made or that the envelope containing the Notice was
         properly addressed and posted (by registered or certified mail or by
         any prepaid express mail or overnight courier service courier).

14.      DEDUCTIONS FROM PAYMENTS

14.1     All sums payable by the Shareholder to Serologicals and by Serologicals
         to the Shareholder pursuant to this Agreement shall be paid free and
         clear of all deductions or withholdings of any kind, save only as may
         be required by law.

14.2     If the Shareholder or Serologicals, as the case may be, is required by
         law to make a deduction or withholding from any payment referred to in
         clause 14.1, the Shareholder or Serologicals, as the case may be, shall
         pay to Serologicals or the Shareholder, as the case may be, such sum as
         will, after the making of any deduction or withholding, leave
         Serologicals or the Shareholder, as the case may be, with the same
         amount as it would have received had no deduction or withholding been
         made.

14.3     If any sum payable by the Shareholder to Serologicals or by
         Serologicals to the Shareholder pursuant to this Agreement, other than
         the payment by Serologicals of the consideration for the Shares as set
         out in clause 3.1, is subject to Tax in the hands of Serologicals or
         the Shareholder, as the case may be, the same obligation to make an
         increased payment as is referred to in clause 14.2 shall apply in
         relation to such Tax liability as if it were a deduction or withholding
         required by law.

15.      TERMINATION

         This Agreement may be terminated at any time prior to Completion in
         accordance with the provisions set out in clause 8 of the US Securities
         Purchase Agreement (which for the avoidance of doubt shall apply to
         this Agreement).

16.      GENERAL

16.1     None of the rights or obligations of either party under this Agreement
         may be assigned or transferred without the prior written consent of the
         other party. However, Serologicals may at any time freely assign all or
         any part of its rights and benefits under this Agreement, and any cause
         of action arising under or in respect of any of them, to any Associate
         of Serologicals who may enforce the assigned rights, benefits and/or
         causes of action pursuant to the Contracts (Rights of Third Parties)
         Act 1999 as if the Transferee had also been named in this Agreement as
         Serologicals but in relation to the Transferee's own loss and/or
         interests as beneficial owner of the whole or any part of the share
         capital of the Company or of the Subsidiary.

16.2     This Agreement is binding on and shall apply for the benefit of the
         parties' personal representatives, successors in title and permitted
         assignees.

16.3     This Agreement, the US Securities Purchase Agreement, the
         Indemnification Agreement and the documents referred to in each of them
         constitute the entire agreement between the parties relating to their
         subject matter, and supersede all previous agreements between the
         parties relating to that subject matter. There shall be deemed to be

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         comprised in this Agreement all letters and acknowledgements exchanged
         between the parties contemporaneously with and expressed to be
         ancillary to this Agreement.

16.4     Any variation or waiver of any of the terms of this Agreement shall not
         be binding unless set out in writing, expressed to amend this Agreement
         and signed by or on behalf of each of the parties. Pursuant to section
         2(3)(a) of the Contract (Rights of Third Parties) Act 1999 the parties,
         in accordance with this sub-clause, may without limit or restriction
         vary this Agreement or any provision of it which may be enforced by a
         third party or otherwise amend this Agreement in such a way as to
         extinguish or alter the third party's entitlement under any such
         provision without the consent of that third party.

16.5     This Agreement shall be governed by the laws of England and each of the
         parties hereby irrevocably consents and agrees that, except as provided
         in the next sentence, any action, suit or proceeding arising in
         connection with any disagreement, dispute, controversy or claim arising
         out of or relating to this Agreement or any related document (for
         purposes of this clause 16.5, a LEGAL DISPUTE) shall be brought only to
         the exclusive jurisdiction of the courts of the State of California,
         USA or the federal courts located in the State of California, County of
         San Diego. Notwithstanding the preceding sentence, the parties hereby
         irrevocably consent and agree that any Legal Dispute with respect to
         any claim for indemnification pursuant to the Indemnification Agreement
         shall be brought only in such federal or state court to which any third
         party claims giving rise to such indemnification has been brought;
         provided, however, that no party shall be prevented from raising an
         objection to subject matter jurisdiction in such forum. The parties
         agree that, after a Legal Dispute is before a court as specified in
         this clause 16.5 and during the pendency of such Legal Dispute before
         such court, all actions, suits or proceedings with respect to such
         Legal Dispute or any other Legal Dispute, including, any counterclaim,
         cross-claim or interpleader, shall be subject to the exclusive
         jurisdiction of such court. Each of the parties hereby waives, and
         agrees not to assert, as a defence in any Legal Dispute, that it is not
         subject thereto or that such action, suit or proceeding may not be
         brought or is not maintainable in such court (other than as set forth
         above with respect to subject-matter jurisdiction) or that its property
         is exempt or immune from execution, that the action, suit or proceeding
         is brought in an inconvenient forum or that the venue of the action,
         suit or proceeding is improper (other than as set forth above with
         respect to subject-matter jurisdiction). Each party hereto agrees that
         a final judgment in any action, suit or proceeding described in this
         clause 16.5 after the expiration of any period permitted for appeal and
         subject to any stay during appeal shall be conclusive and may be
         enforced in other jurisdictions by suit on the judgment or in any other
         manner provided by applicable Laws (as defined in the US Securities
         Purchase Agreement). The provisions of this clause 16.5 are without
         prejudice to the rights of the parties to apply to the English Courts
         for interim relief (to include, but not limited to, injunctions) and to
         obtain the same in aid of actual or contemplated proceedings before the
         courts of the State of California, USA or the federal courts located in
         the State of California, San Diego County in connection with the
         matters arising from or contemplated in this Agreement, and for the
         purpose of an application pursuant to this sentence, the parties hereby
         submit to the non-exclusive jurisdiction of the English Courts and
         waive all rights to challenge such application on grounds of
         jurisdiction and/or forum non conveniens.

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16.6     If any provision of this Agreement, or any part of a provision of this
         Agreement, is found to be illegal, invalid or unenforceable the
         remaining provisions, or the remainder of the provision concerned,
         shall continue in effect.

16.7     A failure or delay in enforcing compliance with any term of this
         Agreement shall not be a waiver of that or any other term of this
         Agreement.

16.8     Each party confirms that, in agreeing to enter into this Agreement,
         that party has not relied on any representation, warranty, collateral
         contract or other assurance except those set out in this Agreement. To
         the extent any previous representation, warranty, collateral contract
         or assurance was made to or with a party that party waives all rights
         and remedies in respect of it. However, nothing in this clause shall
         limit or exclude liability for fraud.

16.9     Any date or period mentioned in this Agreement may be extended by
         agreement between the parties. However, as regards any date or period
         (whether or not extended by agreement) time shall be of the essence of
         this Agreement.

16.10    All obligations of the parties shall continue in full force and effect
         after Completion, except for any obligations then already fully
         performed.

16.11    The express rights and remedies provided in this Agreement do not
         exclude any other rights or remedies provided by law, except to the
         extent that the rights and remedies of a party are expressly excluded
         or restricted by the terms of this Agreement.

16.12    Where it is agreed that any payments by the Shareholder to Serologicals
         under this Agreement shall be treated as a reduction in the
         consideration for the Shares, such payments shall, to the extent that
         in aggregate they are less than or equal to such consideration,
         constitute a repayment of and a reduction in (or, as the case may be, a
         full return of) such consideration.

16.13    Neither party shall at any time make any announcement of this
         transaction or disclose any term of this Agreement, or of any document
         referred to in this Agreement, without the prior written approval of
         the other party except to the extent that such information is already
         lawfully in the public domain. The parties shall each use their best
         endeavours to keep the terms of this Agreement and the documents
         referred to in it which are not already lawfully in the public domain
         from time to time strictly confidential. Despite the above, a party
         shall be entitled to make any announcement or disclosure which is
         imposed on that party by law or by the rules of any regulatory body to
         which that party is subject but the parties shall, as far as
         practicable, consult with one another on the form of such announcement
         or disclosure.

16.14    Completion shall not constitute a waiver of any breach of this
         Agreement even if the breach was known about at the time of Completion.

16.15    This Agreement may be executed in any number of counterparts and all
         the counterparts when taken together will constitute one agreement.
         Each party may enter into this Agreement by executing a counterpart.

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16.16    Each party shall execute such further documents and perform and do such
         further acts and things following Completion as the other party may
         reasonably request in writing in order to carry the provisions of this
         Agreement into full effect. The costs and expenses incurred in carrying
         out any such request will be paid by the party making the request.

16.17    At any time after Completion the Shareholder shall provide or procure
         to be provided to Serologicals and its agents and advisers all
         information in their possession or under their control concerning the
         business, accounts, finance or contractual arrangements or other
         dealings, transactions or affairs of the Group as Serologicals shall
         from time to time reasonably require and the Shareholder will give or
         procure to be given to Serologicals and its agents and advisers such
         access (including the right to take copies) to such documents
         containing such information as Serologicals shall from time to time
         reasonably require.

16.18    Each of Serologicals and the Shareholder irrevocably appoints
         Serologicals' Solicitors in respect of Serologicals and Minter Ellison
         of 10 Dominion Street, London, EC2M 2EE in respect of the Shareholder,
         and their respective successors in business, and each of their
         respective partners from time to time as their agent to accept service
         of any UK proceedings pursuant to clause 16.5 arising out of or
         connected with this Agreement or any document entered into pursuant to
         this Agreement. Each of Serologicals and the Shareholder may change the
         details of the person irrevocably authorised to accept service to
         another name and address provided the address is within England and
         that he gives not less than 30 days prior notice in writing to the
         other party. Until the end of the notice period, service on the former
         address shall remain effective.

16.19    Each individual signing this Agreement on behalf of a party represents
         that he has been fully empowered by that party to execute this
         Agreement, that all necessary action to authorise execution of this
         Agreement by him has been taken by such party, that the party on whose
         behalf he executes this Agreement has full authority, power and
         capacity to enter into this Agreement and that all necessary actions
         have been taken to enable that party lawfully to enter into this
         Agreement.

16.20    Unless expressly provided in this Agreement, no provision of this
         Agreement is enforceable pursuant to the Contracts (Rights of Third
         Parties) Act 1999 by any person who is not a party to it.

EXECUTED by the parties on the date specified at the beginning of this
Agreement.

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                             SCHEDULE 1 - WARRANTIES

1.       CAPACITY

1.1      The Shareholder has all requisite corporate power and authority to
         enter into and perform its obligations under this Agreement and the
         agreements and deeds to be entered into pursuant to this Agreement
         which will, when executed, constitute binding obligations on the
         Shareholder in accordance with their terms.

1.2      The Shareholder is the beneficial owner of or is otherwise entitled to
         sell and transfer to Serologicals the full legal and beneficial
         ownership of the entire issued share capital of the Company on the
         terms of this Agreement.

2.       INFORMATION

2.1      The facts set out in the Introduction to this Agreement and Schedules 2
         and 3 are true, accurate and complete in all respects and there are no
         other facts or matters which would render any such facts or information
         misleading.

2.2      The information contained in the Disclosure Documents is (or in the
         case of historic information was at the date of such information) true
         and accurate in all material respects (provided that this Warranty
         shall not apply to the extent that the subject matter of any such
         information is the subject matter of any other Warranty).

3.       SHARE CAPITAL AND CONSTITUTION

3.1      The Shares will at Completion constitute the whole of the issued and
         allotted share capital of the Company and all the Shares are fully paid
         up.

3.2      Apart from this Agreement, there is no Encumbrance on, over or
         affecting the issued or unissued share or loan capital of the Company
         and there is no agreement or commitment to give or create any such
         Encumbrance and no claim has been made by any person to be entitled to
         any such Encumbrance.

3.3      The register of members and, to the knowledge of the Shareholder, the
         other statutory books of the Company have been properly kept and
         contain an accurate and complete record of the matters with which they
         should deal and no notice or allegation that any of them is incorrect
         or should be rectified has been received.

3.4      All material returns, particulars, resolutions and documents required
         by the Act or any other legislation to be filed with the Registrar of
         Companies in respect of the Company have been duly filed on time and
         were correct in all material respects.

3.5      The copy of the memorandum and articles of association of the Company
         supplied to Serologicals is true and complete and the Company has at
         all times carried on its business and affairs within the powers and in
         accordance with the provisions of its memorandum and articles of
         association and they set out fully the rights and restrictions
         attaching to each class of authorised share capital of the Company.

3.6      The Shareholder has delivered or made available to Serologicals copies
         of the minutes of the meetings of each of the board of directors and
         shareholders of the Company that are

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         the complete, true and correct records of the meetings of the board of
         directors and shareholders of the Company.

3.7      Since the Accounting Date, neither the Company nor any class of its
         members has passed any resolution (other than resolutions relating to
         business at an annual general meeting which was not special business).

3.8      The Company's share capital has not been listed on any stock exchange
         or subject to any kind of dealing or marketing arrangement which makes
         the Company subject to the City Code on Takeovers and Mergers.

4.       ACCOUNTS AND ACCOUNTING RECORDS

4.1      The Warranted Accounts show a true and fair view, in all material
         respects, of the state of affairs of the Company at the Accounting Date
         and its profits for the accounting reference period ended on that date,
         fully provide for or disclose all liabilities (whether actual,
         contingent or disputed) in existence at the Accounting Date, comply
         with all current Financial Reporting Standards and other accounting
         standards applicable to a United Kingdom company and with the
         requirements of the Act and all other applicable legislation, were not
         affected by any extraordinary, exceptional or non-recurring item,
         properly reflect the financial position of the Company as at the
         Accounting Date and were prepared in accordance with the historical
         cost convention.

4.2      The bases and policies of accounting adopted for the purpose of
         preparing the Warranted Accounts are the same as those adopted in
         preparing the audited accounts of the Company in respect of the three
         last preceding accounting reference periods and no changes in the basis
         of accounting were made during the accounting reference period ended on
         the Accounting Date or have been made since that date.

4.3      In relation to the Company's accounts for the accounting reference
         periods immediately preceding the periods to which the Warranted
         Accounts relate, the statements contained in paragraph 4.1 above, with
         the substitution of the relevant accounting dates for the Accounting
         Date and of the relevant accounting periods for the period ended on the
         Accounting Date, are true and accurate in all material respects and
         those accounts, taken with the Warranted Accounts, correctly show the
         trend of the Company's profits for the entire period covered by them.

5.       POSITION SINCE THE ACCOUNTING DATE

         Since 31 October 2002 and except as contemplated by this Agreement the
         Company has conducted its business only in the Ordinary Course of
         Business and has not:

         5.1      received any notice of termination of any material contract,
                  lease or other agreement or suffered any damage, destruction
                  or loss (whether or not covered by insurance) which, in any
                  case or in the aggregate, has had, or could reasonably be
                  expected to have, a Material Adverse Effect;

         5.2      made any declaration, setting aside or payment of any dividend
                  or other distribution of assets (whether in cash or property)
                  with respect to the Shares or any equity interest in the
                  Company or purchased or redeemed, or obligated

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                  itself to purchase or redeem, any shares or any equity
                  interest in the Company or other securities;

         5.3      except for customary increases based on term of service or
                  regular promotion of non-officer employees, (i) increased the
                  compensation payable or to become payable to any employee,
                  officer, shareholder, director, manager, member, distributor
                  or agent of the Company or (ii) increased any bonus,
                  insurance, pension, vacation or other employee benefits,
                  payments or arrangements for such persons;

         5.4      entered into or amended any employment (other than "at-will"
                  employment agreements), consulting, severance, change in
                  control, or similar agreement;

         5.5      paid, discharged or satisfied any Encumbrance other than those
                  then required to be discharged or satisfied, or paid any
                  indebtedness, obligation or liability, absolute, accrued,
                  contingent or otherwise, whether due or to become due, other
                  than current liabilities shown in the Warranted Accounts and
                  current liabilities incurred since 31 October 2002 in the
                  Ordinary Course of Business;

         5.6      permitted any of their property, business or assets to be
                  subjected to any Encumbrance;

         5.7      waived or released any claims or rights;

         5.8      sold, transferred, leased or otherwise disposed of any of its
                  assets or properties in excess of L10,000 per transaction or
                  L20,000 in the aggregate;

         5.9      made any single capital expenditure or investment in excess
                  of L10,000 or capital expenditures in the aggregate in
                  excess of L20,000;

         5.10     made any change in any method of accounting or any practice or
                  principle of accounting;

         5.11     paid, loaned or advanced any amount or sold, transferred,
                  loaned or leased any asset to any employee, except for normal
                  compensation involving salary and benefits;

         5.12     written off as irrecoverable any debt or increased or
                  decreased its allowance for doubtful debts by a total of more
                  than L10,000;

         5.13     hired any employee with annual compensation greater
                  than L20,000;

         5.14     entered into any material commitment or transaction, other
                  than in the Ordinary Course of Business, affecting their
                  operations or suffered any event or occurrence that has had,
                  or could reasonably be expected to have, a Material Adverse
                  Effect;

         5.15     issued or sold shares or other equity interest or other
                  securities, or promised, issued, granted or sold any options,
                  rights or warrants with respect thereto, or acquired any
                  shares or other securities of any company or any interest in
                  any

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                  business enterprise, or otherwise made any loan or advance to
                  or investment in any person, firm or company;

         5.16     incurred any indebtedness for borrowed money in excess
                  of L10,000 that has not been repaid;

         5.17     materially changed any material business practice other than
                  in the Ordinary Course of Business;

         5.18     conducted their cash management customs and practices other
                  than in the Ordinary Course of Business (including, with
                  respect to collection of debts, purchases of supplies, repairs
                  and maintenance, payment of creditors, accrued expenses and
                  payroll, levels of capital expenditures and operation of cash
                  management practices generally);

         5.19     amended or terminated any material contract (except as
                  otherwise contemplated by this Agreement or required by law)
                  or any insurance policy, in force on 31 December 2002;

         5.20     written off, or increased the reserve for, any inventory
                  (including, raw materials, supplies, manufactured and
                  purchased parts, goods or work in process and finished goods)
                  by a total of more than L10,000; or

         5.21     agreed in writing, or otherwise, to take any action described
                  in this paragraph 5.

6.       TAXATION

6.1      For the purposes of paragraph 23 (Repetition of Warranties) of this
         Schedule 1, references in this paragraph 6 to "the date of this
         Agreement" will be construed at the date of Completion to state "at the
         Date of Completion".

6.2      COMPLIANCE AND LIABILITIES

         TAXATION LIABILITIES

(a)      All liabilities of the Company for Tax as at the Accounting Date
         whether as principal, agent or trustee are fully provided for in the
         Warranted Accounts and all Tax for which the Company is liable or for
         which the Company is liable to account has been duly paid (insofar as
         it ought to have been paid) and without limitation the Company has made
         all such deductions and retentions that it was obliged or entitled to
         make and has accounted in full to the appropriate authority for all
         amounts so deducted and retained.

         DEDUCTIONS AND WITHHOLDINGS

(b)      The Company has not prior to the date of this Agreement received any
         notice from any Tax Authority which has required the Company to
         withhold Tax from any payment made since the Accounting Date up to the
         date of this Agreement or specifically requires it to withhold Tax for
         payments to be made after the date of this Agreement .

(c)      The Company has not made any payment in respect of which it has not
         deducted or withheld Tax in accordance with section 349A(1) of the
         Taxes Act on the basis of a

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         reasonable belief, at the time the payment was made, that one of the
         conditions specified in section 349B of the Taxes Act was satisfied and
         the Company has not received any direction pursuant to section 349C of
         the Taxes Act directing that section 349A(1) of the Taxes Act should
         not apply in relation to any payment.

         TAX RETURNS

(d)      The Company has punctually effected and submitted to any Tax Authority
         all returns required to be submitted, and has supplied all information
         required to be supplied, kept all relevant records required to be kept,
         and made all relevant notices and payments required to be made, in each
         case for the purposes of Taxation.

(e)      The Shareholder is not aware of any circumstance which will , prior to
         the date of this Agreement, whether by lapse of time or the issue of
         any notice of assessment or otherwise, give rise to any dispute with
         any relevant Taxation Authority in relation to the Company's liability
         or accountability for Taxation.

         INVESTIGATION

(f)      The Company has not within six years of the date of this Agreement been
         the subject of an investigation, audit or visit by or involving any Tax
         Authority and so far as the Shareholder is aware there are no
         circumstances existing which make it likely that such an investigation,
         audit or visit will be made.

6.3      VALUE ADDED TAX

         REGISTRATION

(a)      The Company is a registered and taxable person for the purposes of VAT
         and such registration is not subject to any conditions imposed by or
         agreed with HM Customs & Excise.

         OPTION TO CHARGE VAT ON SUPPLIES BY THE COMPANY

(b)      The Company (or any person in relation to which the Company is or has
         been a relevant associate as defined in paragraph 3(7) Schedule 10 VATA
         ) has not made any election to waive exemption from VAT under Schedule
         10 VATA in respect of any property in which the Company has any
         interest.

         CAPITAL GOODS SCHEME

(c)      The Company does not at the date of this Agreement have any interest in
         any assets which are capital items for the purposes of Part XV Value
         Added Tax Regulations 1995 (the capital goods scheme).

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6.4      COMPANIES LEAVING A GROUP

(a)      The execution or completion of this Agreement will not result in any
         profit, credit or gain being deemed to accrue to the Company for
         Taxation purposes whether pursuant to section 179 TCGA or otherwise.

6.5      DISTRIBUTIONS AND OTHER PAYMENTS

         INTEREST TREATED AS DISTRIBUTION

(a)      The Company has no liability to Taxation at the date of this Agreement
         which has arisen from interest payable on securities (within the
         meaning of section 254(1) Taxes Act) which has fallen to be treated as
         a distribution under section 209 Taxes Act (meaning of "distribution").

         LOAN RELATIONSHIPS

(b)      All interest, discounts and premiums payable by the Company in respect
         of its loan relationships within the meaning of Chapter II of Part IV
         Finance Act 1996 are capable at the date of this Agreement of being
         brought into account by the Company as a debit for the purposes of that
         Chapter as and to the extent that they are from time to time recognised
         in the Company's accounts (assuming that the accounting policies and
         methods adopted for the purpose of the Warranted Accounts continue to
         be so adopted).

6.6      FOREIGN COMPANIES AND OVERSEAS TRADE ETC

         UK RESIDENCE

(a)      The Company is resident in the United Kingdom for the purposes of
         United Kingdom Taxation and is not, and has never been, liable for Tax
         in any other jurisdiction.

         NON-ARM'S LENGTH TRANSACTIONS

(b)      The Company is not a party to any transaction or arrangement under
         which there is a liability to Taxation prior to the date of this
         Agreement which has arisen under Schedule 28AA Taxes Act.

6.7      STAMP DUTY

         DOCUMENTS DULY STAMPED

(a)      All documents in the possession or under the control of the Company to
         which the Company is a party and which attract stamp duty have been
         properly stamped.

         STAMP DUTY RESERVE TAX

(b)      The Company has not entered into any transactions in respect of which
         it is continuing to be liable for stamp duty reserve tax.

(c)      The Company has not made any claims for group relief for stamp duty
         purposes under section 42 of the Finance Act 1930 or section 151 of the
         Finance Act 1995 in relation to instruments executed after 23 April
         2002.

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7.       INTERESTS OF SHAREHOLDER, FOUNDERS, DIRECTORS AND EMPLOYEES

7.1      There are:

         (a)      no loans made by the Company to the Shareholder, the Beckman
                  Trust, the Beckmans and/or any of the directors of the Company
                  and/or any Associate of any of them;

         (b)      no debts owing to the Company by the Shareholder, the Beckman
                  Trust, the Beckmans and/or any of the directors of the Company
                  and/or any Associate of any of them; and

         (c)      no securities for any such loans or debts as mentioned above.

7.2      There are no existing contracts, engagements, guarantees or indemnities
         to which the Company is a party and in which the Shareholder, the
         Beckman Trust, the Beckmans and/or any of the directors of the Company
         and/or any Associate of any of them is directly or indirectly
         interested and the Company does not depend upon or derive any benefit
         from any assets, facilities or services owned or supplied by the
         Shareholder, the Beckman Trust, the Beckmans or any of their Associates
         or any contract to which the Shareholder, the Beckman Trust, the
         Beckmans or any of their Associates is a party.

7.3      Neither the Shareholder, the Beckman Trust, the Beckmans nor any of
         their Associates nor any of the officers or employees (or former
         officers or employees) of the Company have any claim, demand or right
         of action against the Company (whether actual, contingent or
         prospective) otherwise than for remuneration accrued (but not yet due
         for payment) in respect of the calendar month in which this Agreement
         is executed or for reimbursement of business expenses incurred during
         such month in each case in accordance with their contracts of
         employment and none of them is entitled to accrued holiday pay other
         than in respect of the Company's current holiday year.

8.       TITLE, ENCUMBRANCES AND ASSETS

8.1      The Company has possession and control of and a good and marketable
         title to all the assets used in the operation of its business and no
         distress, execution or other process has been levied on any of such
         assets nor do any circumstances exist under which any person may claim
         entitlement to possession of any of such assets in competition with or
         in priority to the Company.

8.2      There is set out in the Disclosure Letter a complete and accurate list
         of all assets used by the Company in or in connection with its business
         as such list is maintained in the Company's fixed assets list as at the
         date of this Agreement.

8.3      All of the assets used by the Company in or in connection with its
         business are in reasonably good condition and repair, normal wear and
         tear excepted (other than machinery and equipment under repair or out
         of service in the ordinary course of business).

8.4      No Encumbrance (or agreement or commitment to grant any Encumbrance) is
         outstanding against any part of the undertaking of the Company or
         against any of the

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         assets used in or in connection with its business (except for retention
         of title agreements (as defined in section 251 of the Insolvency Act
         1986) arising in the ordinary course of business) and no claim has been
         made by any person to be entitled to any such Encumbrance.

8.5      No asset of the Company is shared with any other person.

8.6      Any assets of the Company which will not be situated at the Properties
         on Completion are specified in the Disclosure Letter and are clearly
         identified as assets of the Company.

9.       FINANCIAL MATTERS

9.1      Full and accurate details of all overdrafts, loans or other financial
         facilities and any foreign currency facilities and dealings outstanding
         or available to the Company (FACILITIES) are contained in the
         Disclosure Letter and true and complete copies of all documents
         relating to the Facilities are included in the Disclosure Documents.

9.2      All debts owed to the Company are reflected properly in the Interim
         Financial Statements and none of such debts is subject to any dispute,
         right of set-off or counter-claim of any kind.

9.3      The allowance for doubtful debts owed to the Company as set out in the
         Interim Balance Sheet was calculated in accordance with past practice
         and is adequate in light of all known facts and circumstances having a
         bearing on the collectibility of the debts owed to the Company.

9.4      Neither the Company nor the Shareholder is insolvent or unable to pay
         its debts as and when they fall due and is not the subject of any
         liquidation or insolvency proceedings, petitions or resolutions or any
         statutory demand nor has any administrator, receiver and/or manager,
         administrative receiver, trustee in bankruptcy or other insolvency
         officer been appointed of the Company or the Shareholder or over any of
         its or their assets. No voluntary arrangement, compromise or scheme of
         arrangement has been approved or sanctioned in respect of the Company
         or the Shareholder nor has any floating charge created by the Company
         or the Shareholder crystallised and there are no facts known to the
         Shareholder which could give rise to any of the events or circumstances
         referred to in this paragraph 9.4.

10.      THE PROPERTIES

         TITLE

10.1     The Properties comprise all the properties owned, occupied or otherwise
         used by the companies in the Group in connection with their businesses.

10.2     Those of the Properties which are occupied or otherwise used by the
         companies in the Group in connection with their businesses are so
         occupied or used by right of ownership or under lease or licence, and
         the terms of any such lease or licence permit such occupation or use.

10.3     One of the companies in the Group is the legal and beneficial owner of
         a leasehold interest in each of the Properties.

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10.4     The information contained in Schedule 4 as to the tenure of each of the
         Properties, the principal terms of the leases or licences held by the
         Group, and the principal terms of the tenancies and licences subject to
         and with the benefit of which the Properties are held is true and
         accurate in all material respects.

10.5     No member of the Group owns or to the knowledge of the Shareholder has
         ever owned a freehold interest in property.

10.6     The Properties have been duly registered at H.M. Land Registry where
         required.

         ENCUMBRANCES

10.7     The Properties are free from any Encumbrance for the repayment of
         moneys or other obligation or liability of any of the companies in the
         Group or any other party.

10.8     Save as disclosed in the leasehold documentation provided as part of
         the Disclosure Documents, the Properties are not subject to any
         outgoings, other than general rates, water charges, insurance premiums
         and rent and service charges.

10.9     Save as disclosed in the leasehold documentation provided as part of
         the Disclosure Documents, the Properties are not subject to any
         restrictive covenants, stipulations, easements, profits a prendre,
         wayleaves, licences, grants, restrictions, overriding interests or
         other such rights vested in third parties.

10.10    Save as disclosed in the leasehold documentation provided as part of
         the Disclosure Documents, the Properties are free from any local land
         charge, land charge, caution, inhibition or notice, and no matter
         exists which is capable of registration against any of the Properties.

         PLANNING

10.11    The use of each of the Properties is the permitted use for the purposes
         of the Town and Country Planning Acts 1971-1990 and the Planning and
         Compensation Act 1991 (PLANNING ACTS).

         ADVERSE ORDERS

10.12    There are no compulsory notices, orders or resolutions affecting any of
         the Properties, nor to the knowledge of the Shareholder are there any
         circumstances likely to lead to any being made.

10.13    There are no closing, demolition or clearance orders, enforcement
         notices or stop notices affecting the Properties, nor to the knowledge
         of the Shareholder are there any circumstances likely to lead to any
         being made.

         CONDITION OF THE PROPERTIES

10.14    The buildings and other structures on the Properties are in reasonably
         good condition and repair.

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10.15    To the knowledge of the Shareholder there are no disputes with any
         adjoining or neighbouring owner with respect to boundary walls and
         fences, or with respect to any easement, right or means of access to
         the Properties.

10.16    The principal means of access to the Properties is over roads which the
         Company has a right to use pursuant to its leasehold interest in the
         Properties or which have been taken over by the Local or other Highway
         Authority and which are maintainable at the public expense, and no
         means of access to the Properties is shared with any other party nor
         subject to rights of determination by any other party.

10.17    To the knowledge of the Shareholder none of the Properties is located
         in an area or subject to circumstances particularly susceptible to
         flooding.

10.18    The Properties are not subject to any rights of common save as excepted
         and reserved under the leases of the Properties.

         LEASEHOLD PROPERTIES

10.19    The relevant company in the Group has paid the rent and observed and
         performed the covenants on the part of the tenant and the conditions
         contained in any leases (which expression includes underleases) under
         which the Properties are held and the last demands for rent (or
         receipts if issued) were unqualified, and all such leases are valid and
         in full force.

10.20    The Disclosure Letter contains copies of all leases, subleases and
         licences in respect of each of the Properties to which the Company is a
         party.

10.21    All licences, consents and approvals required from any landlords (which
         expression, in this paragraph 10, includes any superior landlords)
         under any leases of the Properties have been obtained, and the
         covenants on the part of the tenant and, to the knowledge of the
         Shareholder, on the part of the landlords, contained in such licences,
         consents and approvals have been duly performed and observed.

10.22    There are no rent reviews under the leases of the Properties currently
         in progress.

10.23    There is not outstanding any unobserved or unperformed obligation
         necessary to comply with any notice or other requirement given by any
         landlords under any leases of the Properties.

10.24    There is no obligation to reinstate any of the Properties by removing
         or dismantling any alteration made to it by any company in the Group or
         any predecessor in title.

         RESIDUAL LIABILITIES

10.25    Except in relation to the Properties, the Company has no liabilities
         (actual or contingent) arising out of the conveyance, lease, tenancy,
         licence, agreement or other document relating to land or premises or an
         interest in land or premises, including, without limitation, leasehold
         premises assigned or otherwise disposed of.

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11.      THE COMPANY'S BUSINESS

11.1     The Company's inventory consists of raw materials and supplies,
         manufactured and purchased parts and materials, goods in process, and
         finished goods. The book value of any such inventory that is
         slow-moving, obsolete, damaged, or defective does not exceed the
         reserve for the Company's inventory set forth on the face of the
         Interim Balance Sheet (rather than in the notes) and the book value of
         any such inventory that is slow-moving, obsolete, damaged, or defective
         as of the Closing Date will not exceed the reserve for inventory used
         to determine Actual Working Capital in accordance with Section 2.4 of
         the US Securities Purchase Agreement. Except as set forth in Schedule
         3.14(a) of the US Securities Purchase Agreement the amount at which the
         inventory of the Company is carried on the Interim Balance Sheet fairly
         represents, in all material respects, the cost (or market value, if
         lower) of such inventory as determined in accordance with GAAP.

11.2     The Company has no liability or obligation (and, to the knowledge of
         the Shareholder, there is no basis for any present or future action,
         suit, proceeding, hearing, investigation, charge, complaint, claim, or
         demand against any of them giving rise to any liability or obligations)
         for replacement of any product manufactured, sold, leased or delivered
         by the Company or damages in connection therewith, subject only to the
         reserve for product warranty claims set forth on the face of the
         Interim Balance Sheet (rather than in the notes).

11.3     No product manufactured, sold, leased or delivered by the Company is
         subject to any guaranty, warranty or other indemnity beyond the
         standard terms and conditions thereof, which are fully and accurately
         set out in the Disclosure Letter.

11.4     The Company has no liability or obligations (and, to the knowledge of
         the Shareholder, there is no basis for any present or future action,
         suit, proceeding, hearing, investigation, charge, complaint, claim, or
         demand against it giving rise to any liability or obligation) arising
         out of any injury to individuals or property as a result of the
         ownership, possession, or use of any product manufactured, sold,
         leased, or delivered by the Company.

12.      INFORMATION SYSTEMS AND INFORMATION TECHNOLOGY

12.1     The Company does not use any proprietary software or information
         technology.

13.      CONTRACTS AND OTHER OBLIGATIONS

13.1     Except for contracts for the purchase of services, goods or raw
         materials by the Company entered into in the Ordinary Course of
         Business that do not individually involve an amount in excess of
         L10,000 (treating each purchase order as a separate agreement)
         and that are reasonably expected to be fully performed within six (6)
         months of their respective dates, the Disclosure Documents include
         correct and complete copies of all material subsisting contracts to
         which the Company is a party.

13.2     The Company has not given any guarantee, indemnity or security for or
         otherwise agreed to become directly or contingently liable for any
         present or future obligation of any other

                                       22

<PAGE>

Execution Copy                                                       EXHIBIT 2.6

         person and no person has given any guarantee of or indemnity or
         security for any obligation of the Company.

13.3     No event has occurred regarding the Company which would entitle any
         third party to terminate any contract or benefit enjoyed by the Company
         or to call in any money before the due date for it to be repaid and, to
         the knowledge of the Shareholder, no third party is in default of any
         such contract.

13.4     The Company has no knowledge of the invalidity of or grounds for
         rescission, avoidance or repudiation of any agreement or other
         transaction to which it is or has been a party and has received no
         notice of any intention to terminate any such agreement or to repudiate
         or disclaim any other transaction.

13.5     The Company has not been party to any transaction with any third party
         which, in the event of any such third party going into liquidation or
         an administration order or a bankruptcy order being made in relation to
         it or him, would constitute (in whole or in part) a transaction at an
         undervalue, a preference, an invalid floating charge or an extortionate
         credit transaction or part of a general assignment of debts, under
         sections 238 to 245 inclusive and sections 339 to 344 inclusive of the
         Insolvency Act 1986.

14.      INTELLECTUAL PROPERTY

14.1     There is no registered Company Intellectual Property or applications
         for registration thereof and details of any material unregistered
         Company Intellectual Property are set out in the Disclosure Letter.

14.2     The Company Intellectual Property and all the material Intellectual
         Property the subject of the licences granted to the Company and
         disclosed at paragraph 14.7 below comprise all the Intellectual
         Property which is necessary to enable the Group to carry on its
         businesses in the same manner and to the same extent as they have been
         carried on at or in the two years prior to Completion and will not be
         adversely affected by the transactions effected by this agreement.

14.3     There have not been, and there are not pending or, to the knowledge of
         the Shareholder, anticipated any actions, claims, counterclaims,
         applications or allegations (CLAIMS) impugning the validity or
         enforceability of any Company Intellectual Property or the Company
         ownership thereof and there are no facts, matters or circumstances
         which could give rise to any such Claims.

14.4     To the knowledge of the Shareholder the activities of the Company do
         not and are not likely to infringe the Intellectual Property rights of
         any third party, the Company is not a party to any legal proceedings in
         respect of infringement of third party Intellectual Property rights and
         the Company has not agreed to indemnify any third party for or against
         any interference, infringement, misappropriation or other conflict with
         respect to the Company Intellectual Property.

14.5     There have been no Claims against any third party alleging infringement
         of any of the Company Intellectual Property and there are no and there
         have been no facts, matters or circumstances which could give or which
         might have given rise to any such Claim.

                                       23

<PAGE>

Execution Copy                                                       EXHIBIT 2.6

14.6     Save where indicated in the Disclosure Letter the Company is the sole
         legal and beneficial owner of all the Company Intellectual Property and
         the Company Intellectual Property is not subject to any Encumbrances,
         agreements, licences or registered user rights affecting such
         Intellectual Property or subject to any claims from employees or others
         and is valid and subsisting.

14.7     Details of all written and material unwritten agreements and licences
         granted to or by the Company for the use of any Intellectual Property
         are disclosed in the Disclosure Letter and are valid and subsisting and
         none of the parties to such agreements and licences are in breach of
         any of the provisions of such agreements or licences and nothing has
         been done or omitted to be done which would enable a party to terminate
         such an agreement or licence.

14.8     The Company has not entered into any agreement or arrangement for the
         provision or acquisition of any know-how or technical information or
         assistance nor is it a party to an agreement which may prohibits or
         restricts the use or disclosure of any know-how or technical
         information.

14.9     The Company has in its possession all necessary documentation and other
         things necessary to establish the Company's ownership of that part of
         the Company Intellectual Property which is not capable of registration
         and to prove that such Company Intellectual Property is original and/or
         novel.

14.10    All persons engaged or employed by the Company who, in the course of
         their work for the Company will or might reasonably be expected to
         bring into existence Intellectual Property are, so far as is reasonably
         practicable, individually bound by agreements with the Company under
         which all Intellectual Property which such persons may bring into
         existence during their work for the Company vests in the Company.

14.11    The Company has no liability to pay compensation under sections 40 to
         41 of the Patents Act 1977 nor are there any claims from employees
         relating thereto.

14.12    None of the Intellectual Property owned or used by the Company is
         subject to compulsory licensing or the granting of any licences of
         right nor, to the knowledge of the Shareholder, will it become so by
         operation of law.

15.      DISPUTES AND LITIGATION

15.1     There are no court orders, injunctions or unsatisfied judgments
         outstanding against the Company and the Company is not party to any
         undertaking or assurance given to a court, tribunal, regulatory
         authority, governmental agency or any other person in connection with
         the determination or settlement of any claim or proceedings which if
         adversely determined would have, or could reasonably be expected to
         have, individually or in the aggregate, a material adverse effect on
         the Company in any way.

15.2     Apart from normal trade debt collection involving debts not exceeding
         L10,000 in the aggregate, neither the Company nor any of its officers
         nor any person for whose acts or defaults the Company may be liable is
         involved in any material civil, criminal or arbitration proceedings and
         to the knowledge of the Shareholder no such proceedings and no claims
         of any nature are pending or threatened by or against the Company or
         any

                                       24

<PAGE>

Execution Copy                                                       EXHIBIT 2.6

         such person which if adversely determined would have, or could
         reasonably be expected to have, individually or in the aggregate, a
         material adverse effect on the Company in any way or in respect of
         which the Company is liable to indemnify any party concerned and to the
         knowledge of the Shareholder there are no facts likely to give rise to
         any such proceedings.

15.3     The Company is not the subject of or engaged in any proceedings,
         investigations or enquiries, and to the knowledge of the Shareholder no
         proceedings, investigations or enquiries are pending or threatened, by
         or before any governmental or municipal department, commission, board,
         tribunal or other administrative, judicial or quasi-judicial agency
         (whether in the United Kingdom or elsewhere) in which any unfavourable
         judgment, decision, ruling or finding could have a material adverse
         effect the Company in any way.

16.      INSURANCE

16.1     A complete and accurate list of the Company's policies of insurance are
         contained in the Disclosure Letter and such policies are in full force
         and effect and all premiums in relation to them have been paid on time.

16.2     The Company has not done or omitted to do or suffered anything to be
         done anything which has rendered or might render any policy of
         insurance taken out by it void or voidable or not renewable on normal
         terms and at generally applicable premium rates. No such policy is
         subject to any special or unusual terms, restrictions or rates of
         premium.

16.3     No claim is outstanding under any of the insurance policies maintained
         by the Company and no circumstances exist which are likely to give rise
         to any such claim. There have been no material claims against insurers
         by the Company in the period of three years prior to the date of this
         Agreement.

16.4     In the last three years no application or proposal made by the Company
         for a policy of insurance of any kind has been refused or rejected by
         any insurance company in whole or in part nor has the level of
         insurance cover provided by any policy of insurance in favour of the
         Company been reduced or in any way altered at the instance of the
         insurance company issuing such policy of insurance.

17.      EMPLOYEES AND CONSULTANTS

17.1     The Disclosure Letter fully and accurately sets out particulars of the
         identities, dates of commencement of employment or engagement, dates of
         birth, notice periods and holiday entitlements of all the employees and
         officers of the Company (and of any persons whom the Company has agreed
         to employ or engage as an employee or an officer) and all remuneration
         payable and other benefits provided or which the Company is bound to
         provide (whether now or in the future) to each such person.

17.2     The Disclosure Letter contains material particulars of all contracts
         for services which the Company has with any individual.

                                       25

<PAGE>

Execution Copy                                                       EXHIBIT 2.6

17.3     The Disclosure Letter contains material particulars of all bonus or
         incentive schemes which the Company has with any individual.

17.4     No employee of the Company whose gross remuneration exceeded or exceeds
         L20,000 per annum has been dismissed in the last three months or
         has given or been given notice of termination of his employment or has
         indicated that he wishes to leave the Company's employ.

17.5     The copy contracts in the Disclosure Documents are the specimen forms
         of contract under which all the officers, employees and consultants of
         the Company are currently employed or engaged.

17.6     The Company is not bound or accustomed to pay any moneys other than
         remuneration or emoluments of employment to or for the benefit of any
         officer or employee of the Company.

17.7     There is not in existence any contract of service with any employee or
         officer of the Company (or any contract for services with any
         individual) which cannot be terminated by three months' notice or less
         without giving rise to any claim for damages or compensation (other
         than a statutory redundancy payment or statutory compensation for
         unfair dismissal).

17.8     The Company is not in dispute with any of its employees or former
         employees or any trade union or other body representing its employees
         or former employees and its labour relations are considered to be good.

17.9     There is no agreement or arrangement in existence between the Company
         and any trade union or any other body representing its employees.

17.10    The Company does not have in existence nor is it proposing to introduce
         any share option scheme, share incentive scheme or profit sharing
         scheme for any of its officers or employees.

17.11    No person has a right to return to work or a right to be reinstated or
         re-engaged by the Company under the provisions of the Employment Rights
         Act 1996 and no payments are due by the Company under any such right.

17.12    No person is absent from work on maternity leave or parental leave (or
         given notice of their intention to take such leave) under the
         provisions of the Employment Rights Act 1996 or the Employment
         Relations Act 1999 or Maternity and Parental Leave etc Regulations
         1999.

17.13    The Company has not given notice of any redundancies to any employee or
         government department or started consultations about any redundancies
         pursuant to any statute or regulation.

17.14    There are no early retirement or enhanced redundancy schemes operated
         by the Company.

17.15    The Disclosure Letter contains full and accurate particulars of all
         employees of the Company whose continuous period of employment for any
         purpose would include any

                                       26

<PAGE>

Execution Copy                                                       EXHIBIT 2.6

         employment by any other person prior to the commencement of their
         employment with the Company.

18.      PENSIONS

         The Company is not a party to nor participates in nor contributes to
         any scheme, arrangement or agreement (whether legally enforceable or
         not) for the provision of any pension, retirement, death, incapacity,
         sickness, disability, accident or other like benefits (including the
         payment of medical expenses) for any past or present employee or
         officer of the Company or of any predecessor to all or part of its
         business (each a RELEVANT EMPLOYEE) or for the widow, widower, child or
         dependant of any Relevant Employee.

19.      CONSENTS AND COMPLIANCE WITH LAWS

19.1     The Company has and there are now in force all permits, authorities,
         licences and consents necessary for the Company to carry on its
         business effectively in the manner and in the places in which its
         business is now carried on and to the knowledge of the Shareholder
         there are no circumstances which might lead to the suspension,
         alteration or cancellation of any such permits, authorities, licences
         or consents and none is limited in duration or subject to onerous
         conditions.

19.2     The Company has performed all obligations required to be performed by
         it with respect to or affecting its business, employees and assets and
         has complied in all material respects (and has been at all times during
         the past 5 years in compliance in all material respects) with all laws,
         regulations, orders, decrees, judgments, contracts, agreements,
         licences, obligations or restrictions of whatever nature binding upon
         it or which affect its assets or employees or the operations of its
         business.

19.3     To the knowledge of the Shareholder, no officer or employee of the
         Company is or has been subject to any bankruptcy or criminal
         proceedings or is or has been the officer of any company which has been
         the subject of liquidation or insolvency proceedings.

19.4     To the knowledge of the Shareholder, no officer, employee or agent of
         the Company has paid any bribe or used any of the Company's assets
         unlawfully to obtain an advantage for any person.

19.5     The Company has not been nor is it concerned in any agreements or
         arrangements which infringed or infringe or which have or should have
         been registered under or which have or may become the subject of any
         reference, enquiry, proceeding, report, assurance or undertaking under
         or in respect of the Restrictive Trade Practices Acts 1976 and 1977,
         the Fair Trading Act 1973, Article 81 or Article 82 of the Treaty of
         Rome, the Competition Act 1998 or any other anti-trust,
         anti-restrictive practice or similar legislation in any jurisdiction
         and the Company has not made or threatened to make any complaint
         against any other person to any relevant authority under any law or
         legislation referred to in this paragraph 19.5.

20.      ENVIRONMENTAL MATTERS

20.1     The Company has at all times complied and is complying in all material
         respects with all Environmental and Health Laws and Environmental and
         Health Permits.

                                       27

<PAGE>

Execution Copy                                                       EXHIBIT 2.6

20.2     The Company has not received any indication, notice, complaint or other
         communication from any person (including any Competent Authority) since
         1 January 1997 alleging that there is a breach of or liability under
         (including any liability to take or pay for Remedial Action) any
         Environmental and Health Laws or Environmental and Health Permits or
         that future action will be necessary to ensure compliance or discharge
         any liability. To the knowledge of the Shareholder there are no
         circumstances which might give rise to such an indication, notice,
         complaint or communication being received.

20.3     The Company has obtained all Environmental and Health Permits required
         for the operation of its business as now carried on. All such
         Environmental and Health Permits are valid and subsisting.

20.4     The Company is not and has not been engaged in, and to the knowledge of
         the Shareholder, no facility or property owned or occupied by the
         Company has ever been subject to, any regulatory inquiry or
         investigation, action, litigation, arbitration or dispute resolution
         proceedings relating to or concerning any actual or potential breach of
         or liability (including a liability to take or pay for Remedial Action)
         under Environmental and Health Laws and/or Environmental and Health
         Permits (DISPUTE) and no such Dispute is pending or threatened and
         there are no circumstances likely to give rise to any such Dispute.

20.5     There are no facts or circumstances which may give rise to any actual
         or potential obligation or liability on the part of the Company under
         or pursuant to Environmental and Health Laws or any Environmental and
         Health Permit (including any liability to undertake or pay for any
         Remedial Action).

20.6     To the knowledge of the Shareholder, there are no landfill sites or
         underground storage tanks in or at or, to the knowledge of the
         Shareholder (but in this instance without having made any enquiry)
         within 250 metres of the Properties.

20.7     No property formerly owned, occupied or used by the Company has been or
         is contaminated with any Hazardous Substances in circumstances where
         the Company may incur or suffer an obligation or liability under
         Environmental and Health Laws or any Environmental and Health Permit
         (including any liability to undertake or pay for any Remedial Action).

20.8     The Properties are not contaminated with and to the knowledge of the
         Shareholder are not likely to be contaminated with any Hazardous
         Substance. No Hazardous Substances are migrating or are likely to
         migrate off the Properties and to the knowledge of the Shareholder no
         Hazardous Substances are migrating or are likely to migrate onto the
         Properties. The operations of the Company have not contaminated the
         Environment or any other properties (whether by migration or otherwise)
         with any Hazardous Substance. No Remedial Action has been undertaken at
         the Properties or in respect of any contamination arising from or
         connected with the operations of the Company.

20.9     All environmental audits and other assessments, reviews and reports in
         the possession or control of the Shareholder, the Beckmans or the
         Beckman Trust (whether conducted internally or externally) relating to
         the Company and/or the Properties have been disclosed to Serologicals.

                                       28

<PAGE>

Execution Copy                                                       EXHIBIT 2.6

20.10    The Company is and has been in compliance with its obligations pursuant
         to the Producer Responsibility Obligations (Packaging Waste)
         Regulations 1997.

20.11    The Company has at all times complied and is complying in all respects
         with the Environmental Protection Act 1990 and the Control of Pollution
         Act 1974 and all related subordinate legislation (in each case as
         amended from time to time) in relation to Waste.

20.12    Details of any Asbestos present at the Properties are set out in the
         Disclosure Letter. All such Asbestos is in a good condition such that
         it does not pose any risk to human health.

20.13    All information provided to Serologicals or its advisers, agents or
         consultants by or on behalf of the Shareholder, the Beckmans or the
         Beckman Trust relating to the Environment or human health and the
         Company and/or the Properties was when given and is now true and
         accurate in all material respects and not misleading in any respect.

21.      SUBSIDIARIES

         The particulars of the Subsidiary set out in Schedule 3 are true and
         complete and the shares of the Subsidiary are held and owned as shown
         in Schedule 3 free from any Encumbrance and with all rights now and in
         the future attaching to them.

22.      EFFECT OF AGREEMENT

22.1     Compliance with the terms of this Agreement:

         (a)      does not require the consent or agreement of any person who is
                  not a party to this Agreement;

         (b)      will not cause the Company to lose any interest in or the
                  benefit of any asset, right, licence or privilege it presently
                  owns or enjoys;

         (c)      will not relieve any person of any obligation to the Company;

         (d)      will not result in any of the employees of the Company
                  becoming entitled by virtue of their contract of service to
                  any enhancement in or improvement to their remuneration,
                  benefits or terms and conditions of service;

         (e)      will not cause the Company or the Shareholder to be in breach
                  of any of their respective obligations;

         (f)      will not result in any present or future indebtedness of the
                  Company becoming due prior to its stated maturity;

         (g)      will not give rise to or cause to become exercisable any
                  option or right of pre-emption; and

         (h)      will not result in the creation or imposition of any
                  Encumbrance on or over any of the assets of the Company or the
                  Shares.

22.2     There are no agreements or arrangements concerning the Company which
         can be terminated or are terminable or the terms of which can be varied
         or are in any way

                                       29

<PAGE>

Execution Copy                                                       EXHIBIT 2.6

         variable as a result of any change in the control of the Company or
         change in the composition of the board of directors of the Company.

22.3     Neither this Agreement nor the acquisition for which it provides has
         been procured by any agent or broker on behalf of the Company and no
         agency or brokerage fees or charges are payable by the Company in
         respect of this Agreement or the acquisition for which it provides.

23.      REPETITION OF WARRANTIES

         Each of the Warranties will remain true and accurate at Completion and
         at all times between the execution of this Agreement and Completion.

                                       30

<PAGE>

Execution Copy                                                       Exhibit 2.6

                     SCHEDULE 2 - PARTICULARS OF THE COMPANY

1.       Registered Number:              2524801

2.       Place of Incorporation:         England and Wales

3.       Date of Incorporation:          23 July 1990

4.       Type of company:                Private Limited Company

5.       Authorised share capital:       L1,000 divided into 1,000
                                         ordinary shares of L1 each

6.       Issued share capital:           2 ordinary shares of L1 each

7.       Registered holder of the        Falcon International Investment
         issued share capital:           Holdings, LLC

8.       Beneficial owner of the         Falcon International Investment
         issued share capital:           Holdings, LLC

9.       Loan capital:                   None

10.      Registered office:              The Science Centre
                                         Eagle Close
                                         Chandlers Ford
                                         Hampshire SO53 4NF

11.      Directors:                      Mr David Alan Beckman
                                         Ms Pascale Edith Marie-Anne Wood-Atkins

12.      Secretary:                      Ms Pascale Edith Marie-Anne Wood-Atkins

13.      Accounting Reference Date:      31 December

14.      Auditors:                       None

15.      Date of latest accounts filed:  31 December 2000

16.      Date of latest annual return    23 July 2002
         filed:

17.      Bankers:                        Barclays Bank PLC
                                         Harrow Branch
                                         355 Station Road
                                         Harrow
                                         Middlesex HA1 2AN

18.      Tax residence:                  United Kingdom

                                       31

<PAGE>

Execution Copy                                                       EXHIBIT 2.6

                           SCHEDULE 3 - THE SUBSIDIARY

CYMBUS BIOTECHNOLOGY LIMITED

1.       Registered Number:              3144138

2.       Place of Incorporation:         England and Wales

3.       Date of Incorporation:          8 January 1996

4.       Type of company:                Private Limited Company

5.       Authorised share capital:       L1,000 divided into 1,000
                                         ordinary shares of L1 each
6.       Issued share capital:           237 ordinary shares of L1 each

7.       Registered holder of the        Chemicon Europe Limited
         issued share capital:

8.       Beneficial owner of the         Chemicon Europe Limited
         issued share capital:

9.       Loan capital:                   None

10.      Registered office:              Unit J
                                         Eagle Close
                                         Chandlers Ford
                                         Hampshire
                                         SO53 4NF

11.      Directors:                      Mr David Alan Beckman
                                         Ms Pascale Edith Marie-Anne Wood-Atkins

12.      Secretary:                      Ms Pascale Edith Marie-Anne Wood-Atkins

13.      Accounting Reference Date:      31 December

14.      Auditors:                       None

15.      Date of latest accounts filed:  31 May 2001

16.      Date of latest annual return    8 January 2002
         filed:

17.      Bankers:                        Barclays Bank Plc
                                         Harrow Branch
                                         355 Station Road
                                         Harrow
                                         Middlesex
                                         HA1 2AN

18.      Tax residence:                  United Kingdom

                                       32

<PAGE>

Execution Copy                                                       Exhibit 2.6

                           SCHEDULE 4 - THE PROPERTIES

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                                RENT REVIEW              LENGTH OF TERM
PROPERTY                           CURRENT RENT               DUE/OUTSTANDING
----------------------------------------------------------------------------------------------------------------
<S>                            <C>                             <C>                        <C>
Unit J                         L17,000 p.a.                    1. 24.06.1999              Commencing
Eagle Close                                                                               29.02.1996 and
Chandlers Ford                                                 2. 24.06.2004              expiring
Hampshire                                                                                 21.06.2009
SO53 4NF
----------------------------------------------------------------------------------------------------------------
Unit K                         L22,000 p.a.                    1. 25.12.2001              Commencing
Eagle Close                                                                               02.07.1997 and
Chandlers Ford                                                                            expiring
Hampshire                                                      2. 25.12.2006              24.12.2011
SO53 4NF
----------------------------------------------------------------------------------------------------------------
Unit L                         L25,000 p.a.                    25.03.2006                 Commencing on date
Eagle Close                                                                               of grant and
Chandlers Ford                                                                            expiring
Hampshire                                                                                 25.03.2011
SO53 4NF
----------------------------------------------------------------------------------------------------------------
2 Admiral House                L15,000 p.a.                    25.12.2004 and every       Commencing
Cardinal Way                                                   4th anniversary thereof    01.07.2000 and
Harrow                                                                                    expiring
Middlesex                                                                                 01.12.2012
HA3 5UT
----------------------------------------------------------------------------------------------------------------
Fischbacher Weg 3A             (euro)1,919.92 per month        31.05.03                   Commencing
D-65719                        plus VAT                                                   01.06.1998 and
Hofheim                                                                                   expiring on
Germany                                                                                   31.05.03
----------------------------------------------------------------------------------------------------------------
</TABLE>

                                       33

<PAGE>

Execution Copy                                                       EXHIBIT 2.6

                      SCHEDULE 5 - COMPLETION REQUIREMENTS

On Completion the parties will comply with the following requirements:

SHAREHOLDER'S OBLIGATIONS:

1.       The Shareholder shall deliver to Serologicals' Solicitors (or shall
         procure the delivery to Serologicals in such other manner as is agreed
         by the parties):

         1.1      transfers of the Shares duly executed by the Shareholder in
                  favour of Serologicals or its nominees together with the
                  relative share certificates (or an indemnity in such form as
                  Serologicals shall require in relation to any missing
                  certificates);

         1.2      duly signed letters of resignation in the Agreed Form from D
                  Beckman as Director and Pascale Woods-Atkins as Director and
                  Company Secretary in respect of each of the Company and the
                  Subsidiary;

         1.3      the certificate of incorporation, (and, if applicable any
                  certificates of incorporation on change of name) any common
                  seal, any securities seal, statutory minute books and
                  registers (duly made up to the date of Completion), share
                  certificate book and all available copies of the memorandum
                  and articles of association of the Company and the Subsidiary;

         1.4      all title deeds and other deeds and documents (including plans
                  and consents) relating to the Properties including expired
                  leases and insurance policies (except to the extent that they
                  are in the possession of or are required to be returned to
                  mortgagees as mentioned in the Disclosure Letter);

         1.5      a certified copy of any power of attorney under which any
                  document delivered on Completion has been executed on behalf
                  of the Shareholder;

         1.6      written confirmations from the relevant banks as to the
                  respective bank balances of the Company and the Subsidiary as
                  at the close of business on the second Business Day preceding
                  Completion or at such other time as may be agreed by the
                  parties together with a list of all unpresented cheques and
                  uncleared lodgements which upon presentation or clearance
                  would be debited or credited to the respective accounts;

         1.7      copies of all bank mandates of the Company and of the
                  Subsidiary together with a blank mandate in respect of each
                  bank account maintained by the Company and the Subsidiary;

         1.8      all papers, books, records, keys, credit cards and other
                  property (if any) of the Company and the Subsidiary which are
                  in the possession or under the control of the Shareholder;

         1.9      (if not received prior to the date of this Agreement) receipt
                  of a Form 403(a) duly sworn and completed in respect of the
                  fixed and floating charges pursuant to the debenture granted
                  by the Subsidiary in favour of Barclays Bank plc on 28
                  February 1996;

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         1.10     duly executed releases of the Company and the Subsidiary from
                  any guarantee, suretyship, indemnity, collateral security or
                  letter of comfort given in support of any of the liabilities
                  of any Shareholder Group Company or any Associate of any
                  Shareholder Group Company or any director or employee (or
                  former director or employee) of the Company or the Subsidiary
                  or any Associate of any such director or employee; and

         1.11     an irrevocable power of attorney in the Agreed Form executed
                  by the Shareholder in favour of Serologicals and its directors
                  to enable Serologicals (pending registration of the transfers
                  of such shares) to exercise all voting and other rights
                  attaching to the Shares and to appoint proxies for this
                  purpose.

2.       The Shareholder shall repay and shall procure each of the other
         Shareholder Group Companies and the directors and employees of the
         Company and the Subsidiary and the Associates of such directors and
         employees to repay all moneys then owing by any of them to the Company
         or the Subsidiary whether due for payment or not.

3.       The Shareholder shall procure that there shall be held a meeting of the
         directors of each of the Company and the Subsidiary attended by a
         quorum of the directors, at which:

         3.1      such persons as Serologicals may nominate shall be appointed
                  additional directors (but not so as to exceed any maximum
                  number permitted by its articles of association);

         3.2      the above-mentioned resignations of D Beckman and Pascale
                  Wood-Atkins shall be accepted with immediate effect and such
                  persons and firm as Serologicals may nominate shall be
                  appointed as Directors and Company Secretary respectively in
                  their places and such firm as Serologicals may nominate shall
                  be appointed as auditors;

         3.3      its registered office shall be changed to such address as
                  Serologicals may direct;

         3.4      subject to the Act and if required by Serologicals, its
                  accounting reference date shall be changed to such date as
                  Serologicals may instruct;

         3.5      the transfer referred to in paragraph 1.1 of this Schedule 5
                  shall be approved for registration (subject to stamping with
                  any required stamp duty);

         3.6      such resolutions and actions regarding bankers as Serologicals
                  may require shall be passed and taken;

         3.7      such other business as Serologicals may reasonably require
                  shall be transacted; and

         3.8      the above-mentioned resignations of the present directors
                  shall be accepted with effect from the end of the meeting

         and the Shareholder shall deliver to Serologicals certified copies of
         the minutes of such board meeting.

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         PURCHASER'S OBLIGATIONS:

4.       Against compliance with the above provisions of this Schedule
         Serologicals shall remit the sum of $14,025,000 by bank electronic
         transfer to such nominated account in accordance with the Closing
         arrangements set out in the US Securities Purchase Agreement and the
         documents entered into pursuant to the same.

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                          SCHEDULE 6 - SPECIFIC MATTERS

1.       Any liability of the Company, the Subsidiary or Serologicals up to, but
         not in excess of, L175,000 as a result of or with respect to the case
         styled as Biogenesis Limited v Cymbus Biotechnology Limited, Claim No.
         HC02C02120 filed in the London High Court of Justice.

2.       Any liability of the Company, the Subsidiary or Serologicals for
         payment of rents (together with any interest on the same) in respect of
         Units J and K, Eagle Close, Chandlers Ford, Hampshire SO53 4NF in
         respect of periods prior to 31 May 2002.

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                    APPENDIX - DEFINITIONS AND INTERPRETATION

1.       DEFINITIONS

         The following definitions apply in this Agreement:

         ACCOUNTING DATE means, in relation to the Company, 31 December 2000
         and, in relation to the Subsidiary, 31 May 2001, being the dates to
         which the last audited accounts of the Company and the Subsidiary,
         respectively, were made up;

         ACT means the Companies Act 1985 (as amended);

         AGREED FORM means, in relation to any document, the form of that
         document initialled for the purpose of identification by or on behalf
         of the Shareholder's Solicitors and Serologicals' Solicitors;

         AGREEMENT means this agreement including its schedules, appendices and
         attachments (if any);

         ASSOCIATE means:

         (a)      (in relation to an individual):

                  (i)      any Close Relative;

                  (ii)     any trust (other than a public trust as defined
                           below) in which the individual or any Close Relative
                           has an interest (whether contingent discretionary or
                           otherwise) or any trustee of such a trust;

                  (iii)    any company which is or may be controlled by any of
                           the above or by any two or more of them; or

                  (iv)     any Related Company of any such company;

         (b)      (in relation to a corporation) any Related Company or
                  associated company or any director or any person who alone or
                  with others controls the corporation, and any Associate of
                  such person; and

         (c)      (in relation to the Shareholder) in addition to any person
                  described in (a) or (b) above any person who has any interest
                  (whether contingent, discretionary or otherwise) in any trust
                  (other than a public trust) to which any shares in the Company
                  held by the Shareholder are subject and any Associate of such
                  person

         and for the purpose of this definition CONTROL and ASSOCIATED COMPANY
         shall bear the meanings given in section 416 of the Taxes Act 1988 and
         a PUBLIC TRUST is a trust having not less than twenty beneficiaries and
         which is associated with a pension or loan stock or the like or a unit
         trust in which interests have been offered to the public;

         AUDITORS mean the auditors of the Company from time to time;

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         BECKMANS means David Alan Beckman (D BECKMAN) and Keiko Koga Beckman (K
         BECKMAN), both of 39193 Calle Companero, Murrieta Temecula, California
         92562, USA and references in this Agreement to the Beckmans shall
         include each of David Alan Beckman and Keiko Koga Beckman severally;

         BECKMAN TRUST means a trust created pursuant to the laws of California,
         the trustees of which are David Alan Beckman and Keiko Koga Beckman;

         BUSINESS DAY means a day (not being a Saturday or Sunday) when banks
         are open for general business in London, UK and Atlanta, Georgia, USA;

         CHEMICON INC means Chemicon International, Inc, a company incorporated
         in California whose head office is at 28820 Single Oak Drive, Temecula,
         California 92590 USA;

         CLOSE RELATIVE means any spouse, child, step-child, adopted child,
         grandchild, parent or spouse's parent; or any child, step-child,
         adopted child or grandchild of any such person; or any spouse of any of
         the above, and for the purposes of this definition SPOUSE includes de
         facto spouse or co-habitee;

         COMPANY INTELLECTUAL PROPERTY means all Intellectual Property owned by
         the Company or the Subsidiary and used in the businesses of the Company
         and/or the Subsidiary at Completion;

         COMPETENT AUTHORITY means any person (including any Government
         Department or Government Agency, the Environment Agency, local
         authorities or the Health and Safety Executive) having regulatory
         powers and/or authority at law and/or any court of law or tribunal.

         COMPLETION means the performance by the parties of the obligations (to
         the extent not previously waived in terms of this Agreement) assumed by
         them respectively under clause 6.2 and Schedule 5;

         CONFIDENTIAL INFORMATION means (i) any information concerning the
         business, accounts, finances, contractual arrangements or Intellectual
         Property (whether owned or licensed) or other dealings, transactions,
         affairs or property of the Company or the Subsidiary but does not
         include information which is trivial or obvious or otherwise clearly of
         a non-confidential nature or information which has become a matter of
         public knowledge (other than by reason of a breach of clause 8 or its
         unlawful disclosure by any person) and (ii) any information in respect
         of which an obligation of confidence is owed to any third party by the
         Company or the Subsidiary;

         DIRECTORS means the directors of the Company whose names are specified
         in Schedule 2;

         DISCLOSURE DOCUMENTS means the copy documents disclosed to Serologicals
         which are listed in the index at Attachment 1 to the Disclosure Letter;

         DISCLOSURE LETTER means the letter (including the Disclosure Documents)
         of the same date as this Agreement from the Shareholder to Serologicals
         containing qualifications to the Warranties;

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         ENCUMBRANCE means and includes any interest or equity of any person
         (including, without limitation, any right to acquire, option, right of
         pre-emption or right of conversion) or any mortgage, charge, pledge,
         lien, assignment or any other encumbrance, priority or security
         interest or arrangement of whatever nature over or in the relevant
         property;

         ENVIRONMENT means any or all of the following: living organisms
         (including humans) including the ecological systems of which they form
         part and the following media (alone or in combination): air (including
         the air within the buildings and the air within other natural or man
         made structures whether above or below ground); water (including
         without limitation water under or within land or in drains or sewers
         and surface, ground, coastal and inland waters); and land (including
         surface land, sub-surface strata, land under water and natural and
         manmade structures); and in the case of man includes his senses and his
         property;

         ENVIRONMENTAL AND HEALTH LAWS means all and any of the following to the
         extent that they are enforceable from time to time:

         (i)      all supranational, national, European Union, federal, state or
                  local statutes, directives or other laws or legislation or
                  subordinate legislation;

         (ii)     all rules, regulations, orders, notices, guidelines, guidance
                  notes, codes of practice or circulars) made or issued under
                  (a) above;

         (iii)    all common laws, civil codes and equity;

         (iv)     all judgements, decisions, notices, orders, directions,
                  consent, agreements, instructions or awards by or with any
                  Competent Authority; and

         (v)      all legally binding deeds, contracts, leases, licences or
                  other agreements,

         to the extent that they relate to or concern pollution or contamination
         of the Environment or have as a purpose or effect the protection of the
         Environment or the provision of remedies or compensation for pollution
         or contamination of the Environment or any loss arising therefrom, or
         they relate to or concern human health or safety or its protection or
         have as a purpose or effect the provision of remedies or compensation
         for Personal Injury or any loss arising therefrom; and/or they relate
         to or concern the generation, use, handling, storage, release, emission
         or disposal of Hazardous Substances;

         ENVIRONMENTAL AND HEALTH PERMIT means any licence, authorisation,
         consent, permit or any other approval (and any conditions or
         requirements thereof) required under or pursuant to any Environmental
         and Health Law;

         EVENT means an event, transaction (including Completion of this
         Agreement), action or omission whether alone or in conjunction with any
         other transaction, action or omission occurring on or before Completion
         and includes further (without limitation) the death of any person; a
         company becoming, being or ceasing to be a member of a group of
         companies (however defined) for the purposes of any Tax;

         GROUP means the Company and the Subsidiary and GROUP MEMBER means
         either of them;

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         HAZARDOUS SUBSTANCE means any substance, matter or thing whether in
         solid, liquid, vaporous or gaseous form (and whether alone or in
         combination with any other substance, matter or thing) capable of
         causing harm or damage to the Environment or pollution or contamination
         and shall include any Waste, any radiation and any antibodies, tissues,
         sera, cells or parts of cells;

         INCOME, PROFITS OR GAINS means revenue profits, chargeable gains and
         any other similar measure by reference to which Tax is chargeable or
         assessed and references to INCOME, PROFITS OR GAINS earned, accrued or
         received on or before a particular date or in respect of a particular
         period include Income, Profits or Gains which are deemed for the
         purposes of any Tax to have been earned, accrued or received at or
         before that date or in respect of that period;

         INDEMNIFICATION AGREEMENT means the agreement dated the same day as
         this Agreement between the Shareholder, the Beckman Trust, the Beckmans
         and Serologicals pursuant to which the Shareholder, the Beckman Trust
         and the Beckmans have agreed to indemnify Serologicals from and against
         the matters set out in such agreement;

         INTELLECTUAL PROPERTY means patents, trade marks, service marks,
         registered designs, applications for any of the above, copyright,
         know-how, design rights, database rights, trade secrets, confidential
         information, trade and business names and brands, Internet domain names
         and any other similar protected rights in any country;

         INTEREST means interest (as well after as before judgment) at the rate
         in question accruing daily and compounded with rests on the last day of
         each calendar month;

         PERSONAL INJURY means any death, personal injury, disease, medical
         condition, illness, effect on or insult to bodily tissue or other
         actual or alleged adverse impact on health or wellbeing or
         psychological or emotional condition, anguish, anxiety or fear;

         PROPERTIES means the leasehold properties described in Schedule 4;

         RELATED COMPANY means, in relation to a company, any company which is a
         holding company of that company or a subsidiary of that company or of
         such holding company (and the expression RELATED COMPANIES shall be
         construed accordingly);

         REMEDIAL ACTION means:

         (a)      any works, steps, operations or measures to inspect,
                  investigate, sample, assess or monitor any Personal Injury,
                  any contamination or any pollution of the Environment, or the
                  effect or potential effect of any Hazardous Substances on the
                  Environment or human health, or the condition of the
                  Environment or human health after any works etc described in
                  sub-paragraphs (b) or (c) have been carried out;

         (b)      any works, steps, operations or measures to avoid, prevent,
                  minimise, treat, abate, remove, remedy, contain, control,
                  manage or ameliorate any Personal Injury, any contamination or
                  any pollution of the Environment, or the effect or potential
                  effect of any Hazardous Substances on the Environment or human
                  health; and/or

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         (c)      any works, steps, operations or measures to restore the
                  Environment or human health to its former state;

         SEROLOGICALS' GROUP means Serologicals or any Related Company of
         Serologicals other than a company in the Group;

         SEROLOGICALS' SOLICITORS means Theodore Goddard of 150 Aldersgate
         Street London EC1A 4EJ, UK or their successors in business or any other
         firm of solicitors appointed by Serologicals for the purposes of this
         Agreement;

         SHAREHOLDER GROUP COMPANY means the Shareholder or any Related Company
         of the Shareholder other than a company in the Group and Chemicon Inc;

         SHAREHOLDER'S SOLICITORS means Minter Ellison of 10 Dominion Street,
         London EC2M 2EE, UK or their successors in business or any other firm
         of solicitors appointed by the Shareholder for the purposes of this
         Agreement;

         SHARES means the two ordinary shares of L1 each in the capital of the
         Company comprising the entire issued share capital of the Company;

         SUBSIDIARY means the subsidiary of the Company at the date of this
         Agreement details of which are set out in Schedule 3;

         TAX or TAXATION means any form of tax, levy, impost, duty, contribution
         or withholding of any kind (excluding uniform business rates, water
         rates, community charge or council tax) imposed, collected or assessed
         by, or payable to, a Tax Authority and all penalties, charges and
         interest included in or relating to any of the above or to any
         obligation in respect of any of the above (in all cases, regardless of
         whether such taxes, penalties, charges and interest are directly or
         primarily chargeable against or attributable to the Company or the
         Subsidiary or any other person and regardless of whether the Company or
         the Subsidiary has, or may have, any right of reimbursement against any
         other person);

         TAXATION AUTHORITY means any government, state or municipality or any
         local, state, federal or other fiscal, revenue, customs or excise
         authority, body or official competent to impose, collect or assess tax
         in the United Kingdom or elsewhere;

         TAXES ACT means the Income and Corporation Taxes Act 1988;

         TCGA means the Taxation of Chargeable Gains Act 1992;

         US$ or US DOLLARS means United States dollars, the lawful currency of
         the United States of America;

         US SECURITIES PURCHASE AGREEMENT means the agreement dated the same
         date as this Agreement between the Shareholder and Serologicals for the
         acquisition by Serologicals of the entire issued share capital of
         Chemicon Inc;

         VAT means value added tax or other similar sales tax whether of the
         United Kingdom or elsewhere;

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         VATA means the Value Added Tax Act 1994;

         WARRANTED ACCOUNTS means (i) the audited balance sheet as at 31
         December 2000 of the Company and the directors' reports and other
         documents annexed to it; and (ii) the audited balance sheet as at 31
         May 2001 of the Subsidiary and the directors' reports and other
         documents annexed to it;

         WARRANTIES means the warranties, representations and undertakings
         contained or referred to in clause 5.1 and Schedule 1;

         WASTE means waste as defined in Environmental and Health Law including
         any substance, material, effluent or article constituting controlled
         waste, directive waste, special waste, hazardous waste or refuse.

2.       INTERPRETATION

         In this Agreement:

2.1      references to statutes or statutory provisions include those statutes
         or statutory provisions as amended, extended, consolidated, re-enacted
         or replaced from time to time and any orders, regulations, instruments
         or other subordinate legislation made under them;

2.2      words and phrases defined in the Act and in the relevant legislation
         relating to Taxation bear the same meanings, unless given a different
         meaning in this Agreement;

2.3      words and phrases defined in the US Securities Purchase Agreement and
         Indemnification Agreement shall bear the same meanings in this
         Agreement, unless given a different meaning in this Agreement;

2.4      references in this Agreement to any English statute, regulation or
         other legislation or English legal or accounting term for any action,
         remedy, method of judicial proceeding, legal or accounting document,
         legal or accounting status, insolvency proceeding, event of incapacity,
         legal or accounting status, court, governmental or administrative
         authority or agency, accounting body, official or any legal or
         accounting concept, practice or principle or thing shall in respect of
         the Company's business in Germany be deemed to include what most
         approximates in German law to the English statute, regulation or other
         legislation or English legal or accounting term concerned;

2.5      unless specified to the contrary, use of the singular is deemed to
         include the plural, use of any gender is deemed to include every gender
         and any reference to a person is deemed to include a corporation, a
         partnership and other body or entity; and (in each case) vice versa;

2.6      references to this Agreement or any other document shall, where
         appropriate, be construed as references to this Agreement or such other
         document as varied, supplemented, novated and/or replaced in any manner
         from time to time;

2.7      any reference to a document in the Agreed Form includes a reference to
         that document in its final executed form;

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2.8      any reference to an AGREEMENT or CONTRACT includes an agreement,
         contract, deed, franchise, concession, licence or undertaking and any
         waiver or release (in each case whether written, oral, implied or
         arising by operation of law);

2.9      any undertaking by either party not to do any act or thing shall be
         deemed to include an undertaking not to permit or suffer or assist the
         doing of that act or thing;

2.10     any reference to a time is to United States Pacific Time;

2.11     any reference to books, records or other information means books,
         records or other information in any form including paper,
         electronically stored data, magnetic media, film and microfilm; and

2.12     the headings shall not affect interpretation.

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Execution Copy                                                       EXHIBIT 2.6

SIGNED by FALCON INTERNATIONAL           )
INVESTMENT HOLDINGS LLC                  ) /s/ Michael Mead
in the presence of:                      )

Signature of Witness:                    /s/ Nina E. Angelo

Name of Witness:                         Nina E. Angelo

Address of Witness:                      8600 W. Bryn Mawr
                                         Suite 700N
                                         Chicago, Il 60631
Occupation of Witness:                   Manager of Administrative Services

SIGNED by SEROLOGICALS                   )
RESEARCH PRODUCTS, INC                   ) /s/ David A. Dodd
in the presence of:                      )

Signature of Witness:                    /s/ Jeffrey D. Linton

Name of Witness:                         Jeffrey D. Linton

Address of Witness:                      5655 Spalding Dr.
                                         Norcross, GA 30188

Occupation of Witness:                   Vice President

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