<PAGE>

                                                                EXHIBIT 10.1.1
                                                      EXECUTION COPY








                     SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                              Dated as of October 16, 1997




                                     Between

                             Serologicals Corporation

                                       and

                                 NationsBank, N.A.



<PAGE>


                               TABLE OF CONTENTS

1.     Definitions and Accounting Matters                            1
1.1.   Certain Defined Terms                                         1
1.2.   Accounting Terms and Determinations                          17
2.     Loans                                                        18
2.1.   Revolving Loans and Swingline Loans                          18
2.2.   Borrowings                                                   18
2.3.   Interest                                                     18
2.4.   Voluntary Reductions of  Commitments                         20
2.5.   Reductions of Commitments Irrevocable                        20
2.6.   Continuation and Conversion of Revolving Loans               20
2.7.   Minimum Amounts                                              21
2.8.   Fees                                                         21
2.9.   Notes                                                        21
2.10.  Optional Prepayments                                         22
2.11.  Mandatory Prepayments of Loans and Reduction of Commitments  22
2.12.  Use of Proceeds                                              23
3.     Payments; Computations; Taxes; Etc.                          23
3.1.   Payments                                                     23
3.2.   Computations                                                 23
3.3.   Certain Notices                                              24
3.4.   Taxes                                                        24
3.5.   Additional Costs                                             25
3.6.   Limitation on Types of Loans                                 27
3.7.   Illegality                                                   27
3.8.   Treatment of Affected Loans                                  27
3.9.   Compensation                                                 28
4.     Conditions Precedent                                         28
4.1.   Initial Loans                                                28
4.2.   Initial and Subsequent Extensions of Credit                  30
4.3.   Conditions to Significant Acquisitions                       31
4.4.   Conditions to Non-Significant Acquisitions                   34
5.     Representations and Warranties                               35
5.1.   Corporate Existence                                          35
5.2.   Authorization; No Conflict                                   35
5.3.   Enforceability                                               36
5.4.   Approvals                                                    36
5.5.   Financial Condition                                          36
5.6.   Litigation                                                   37
5.7.   Federal Reserve Regulations                                  37
5.8.   ERISA                                                        37
5.9.   Taxes                                                        38
5.10.  Investment Company Act                                       38
5.11.  Public Utility Holding Company Act                           39
5.12.  Material Agreements                                          39
5.13.  Environmental and Safety Matters                             39
5.14.  Subsidiaries                                                 41
5.15.  Compliance with Law                                          41
5.16.  Capitalization                                               41
5.17.  Title to Properties                                          41
5.18.  Conduct of Business.                                         42
5.19.  Representations and Warranties in Acquisition Documents      42
5.20.  Performance of Contracts, Etc.                               42
5.21.  Disclosure                                                   42
5.22.  Representations Regarding Acquisitions                       42



<PAGE>


6.     Affirmative Covenants                                        42
6.1.   Financial Statements and Other Information                   43
6.2.   Litigation                                                   46
6.3.   Corporate Existence, Etc.                                    46
6.4.   Insurance                                                    47
6.5.   Obligations and Taxes                                        47
6.6.   Maintaining Records; Access to Properties and Inspections    47
6.7.   Environmental and Safety Matters                             48
6.8.   Additional Security                                          48
6.9.   Deposit Accounts/Cash Management Services                    48
7.     Negative Covenants                                           49
7.1.   Prohibition of Fundamental Changes                           49
7.2.   Limitation on Liens                                          49
7.3.   Indebtedness and Guarantees                                  49
7.4.   Investments                                                  49
7.5.   Restricted Payments                                          50
7.6.   Accounting                                                   50
7.7.   Amendment of Certain Documents                               50
7.8.   Sales of Assets                                              50
8.     Financial Covenants                                          51
8.1.   Ratio of Funded Debt to EBITDA                               51
8.2.   Ratio of Senior Funded Debt to EBITDA                        51
8.3.   Ratio of Cash Flow to Debt Service                           51
8.4.   Debt to Net Worth                                            51
9.     Events of Default                                            51
9.1.   Payments under Credit Documents                              51
9.2.   Other Indebtedness                                           52
9.3.   Representations and Warranties                               52
9.4.   Other Obligations                                            52
9.5.   Ability to Pay Debts                                         52
9.6.   Voluntary Proceedings                                        52
9.7.   Involuntary Proceedings                                      53
9.8.   Judgments                                                    53
9.9.   ERISA Event                                                  53
9.10.  Change in Control                                            54
9.11.  Failure of Security Interest                                 54
10.    Miscellaneous                                                55
10.1.  Waiver                                                       55
10.2.  Notices                                                      55
10.3.  Expenses, Etc.                                               56
10.4.  Amendments, Etc.                                             57
10.5.  Successors and Assigns                                       57
10.6.  Assignments and Participations                               57
10.7.  Survival                                                     58
10.8.  Table of Contents; Descriptive Headings                      58
10.9.  Counterparts                                                 58
10.10. Governing Law                                                58
10.11. Arbitration                                                  58
10.12. Acknowledgments                                              60
10.13. Confidentiality                                              60
10.14. Obligations with Respect to Loan Parties.                    60
10.15. Amount of Existing Indebtedness.                             60
10.16. NO NOVATION.                                                 60


<PAGE>


EXHIBITS:

Exhibit A  Form of Assignment of Rights Under Acquisition Documents
Exhibit B  Form of Guaranty
Exhibit C  Form of Accession Agreement to Credit Documents
Exhibit D  Form of Pledge Agreement
Exhibit E  Form of Security Agreement
Exhibit F  Form of Notice of Continuation
Exhibit G  Form of Notice of Conversion
Exhibit H  Form of Revolving Note
Exhibit I  Form of Swingline Note
Exhibit J  Form of Notice of Borrowing
Exhibit K  Form of Compliance Certificate

SCHEDULES:

Schedule 5.1.   Corporate Existence
Schedule 5.6.   Litigation
Schedule 5.8.   ERISA
Schedule 5.12.  Material Agreements
Schedule 5.13.  Environmental and Safety Matters
Schedule 5.16.  Capitalization
Schedule 5.17.  Title to Properties
Schedule 7.3.   Indebtedness
Schedule 7.4.   Investments




<PAGE>


     SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as 
of October 16, 1997 between SEROLOGICALS CORPORATION, formerly known as 
Serologicals Holdings, Inc. (the "Company") and NATIONSBANK, N.A., 
successor to NationsBank, N.A. (South) and prior to that known as 
NationsBank of Georgia, National Association (the "Lender").

     Pursuant to the terms of that certain Amended and Restated Credit 
Agreement dated as of July 20, 1995 (the "Existing Credit Agreement") by 
and between the Company and the Lender, the Lender made available to the 
Company a revolving credit facility in the amount of $20,000,000 and a 
swingline facility in the amount of $2,000,000.

     The Company and the Lender desire to amend and restate the terms of the 
Credit Agreement to increase the amount of such revolving credit 
facility, to change the financial covenants, and for other purposes.

     Accordingly, the parties hereto agree to amend and restate the terms of 
the Existing Credit Agreement as follows:

                   Definitions and Accounting Matters

1.1.  Certain Defined Terms

     As used herein, the following terms shall have the following 
meanings (all terms defined in this Section or in other provisions of 
this Agreement in the singular to have the same meanings when used in 
the plural and vice versa):

     "ABRA" shall mean the American Blood Resources Association.

     "Account Receivable" shall mean, as of any date of determination 
thereof, the unpaid portion of the obligation of a customer of an 
Subsidiary (other than Bioscot or the FSC) in respect of services 
actually rendered as stated on the invoice therefor, in each case net of 
any unpaid credits, rebates, offsets or commissions.

     "Accession Agreement" shall mean an Accession Agreement to Credit 
Documents substantially in the form of Exhibit C executed by any Loan 
Party in favor of the Lender.

     "Acquisition" shall mean, with respect to a Seller, the acquisition 
by the Company directly, or indirectly through its Subsidiaries, in one 
or a series of transactions, of (a) all or substantially all of the 
assets of such Seller or all or substantially all of a line or lines of 
business conducted by such Seller or a division of such Seller or (b) a 
controlling equity interest in such Seller, whether by purchase of such 
equity interest or upon the exercise of an option or warrant for, or 
conversion of securities into, such equity interest.

     "Acquisition Documents" shall mean, with respect to an Acquisition, 
collectively, the related Purchase Agreement for such Acquisition and 
all related agreements and conveyance instruments executed in connection 
therewith or pursuant thereto.

     "Adjusted LIBO Rate" shall mean, with respect to each Interest Period 
for any LIBOR Loan, the rate obtained by dividing (a) LIBOR for such 



<PAGE>


Interest Period by (b) a percentage equal to 1 minus the stated maximum 
rate (stated as a decimal) of all reserves, if any, required to be 
maintained against "Eurocurrency liabilities" as specified in 
Regulation D of the Board of Governors of the Federal Reserve System (or 
against any other category of liabilities which includes deposits by 
reference to which the interest rate on LIBOR Loans is determined or any 
category of extensions of credit or other assets which includes loans by 
an office of the Lender outside of the United States of America to 
residents of the United States of America).

     "Affiliate" shall mean, as to any Person, any other Person which 
directly or indirectly controls, or is under common control with, or is 
controlled by, such Person and, if such Person is an individual, any 
member of the immediate family (including parents, spouse and children) 
of such individual, any trust whose principal beneficiary is such 
individual or one or more members of such individual's immediate family 
and any Person who is controlled by any such member or trust.  As used 
in this definition, "control" (including, with its correlative meanings, 
"controlled by" and "under common control with") shall mean the 
possession, directly or indirectly, of the power to direct or cause the 
direction of management or policies of the subject Person (whether 
through ownership of securities or partnership or other ownership 
interests, by contract or otherwise); provided that, in any event, any 
Person which owns directly or indirectly 10% or more of the securities 
having ordinary voting power for the election of directors or other 
governing body of a corporation or 10% or more of the partnership or 
other ownership interests of any other Person (other than as a limited 
partner of such other Person) will be deemed an Affiliate of such 
corporation or other Person.

     "Applicable Law" shall mean all applicable provisions of 
constitutions, statutes, rules, regulations and orders of all 
governmental bodies and all orders, rulings and decrees of all courts 
and arbitrators.

     "Applicable Lending Office" shall mean, for the Lender, 600 
Peachtree Street, 19th Floor, Atlanta, Georgia 30308 or such other 
office of the Lender (or of an affiliate of the Lender) in the United 
States of America as the Lender may from time to time specify in writing 
to the Company as the office by which the Loans are to be made and 
maintained.

     "Applicable Margin" shall mean the percentage rate set forth below 
for a given Type of Loan corresponding to the ratio of Funded Debt to 
EBITDA of the Company and its Consolidated Subsidiaries in effect at 
such time:

<TABLE>
<CAPTION>

Ratio of Funded Debt     Applicable Margin     Applicable Margin 
To EBITA for            Base Rate Loans       LIBOR Loans
<S>                     <C>                   <C>

Less than or equal to         0.0%                    2.00%
3.0 to 1.0 but greater 
than 2.5 to 1.0

Less than or equal to         0.0%                    1.75%
2.5 to 1.0 but greater 
than 2.0 to 1.0

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

<S>                     <C>                   <C>
Less than or equal to         0.0%                    1.50%
2.0 to 1.0

</TABLE>

     The Applicable Margin shall be determined by the Lender on a 
quarterly basis at the end of each fiscal quarter of the Company, 
commencing with the fiscal quarter first ending after the Closing Date.  
The ratio of Funded Debt to EBITDA for the four fiscal quarter period 
ending at the end of each such fiscal quarter shall be determined by the 
Lender promptly after receipt of the financial statements required to be 
delivered by the Company pursuant to Section 6.1.(b) and any necessary 
adjustment to the Applicable Margin shall be effective as of the first 
day of the fiscal quarter immediately following the fiscal quarter in 
which the applicable financial statements are required to be delivered 
to the Lender.  If the Company fails to deliver any such financial 
statements at the time required under Section 6.1.(b) and has not 
delivered such statements with 10 days prior to the beginning of the 
immediately following fiscal quarter, (a) the Applicable Margin for the 
immediately following fiscal quarter shall equal 0.0% for Base Rate 
Loans and 2.00% for LIBOR Loans and (b) at the end of any Interest 
Period of each LIBOR Loan outstanding during the continuance of such 
failure, each such Loan shall automatically be converted into a Base 
Rate Loan.  Notwithstanding the foregoing, for the period from the 
Closing Date through and including September 30, 1997, the Applicable 
Margin for Base Rate Loans shall equal 0.00% and the Applicable Margin 
for LIBOR Loans shall equal 1.50%.  Thereafter, the Applicable Margin 
shall be adjusted from time to time as set forth above.

     "Assignment of Acquisition Documents" shall mean the Amended and 
Restated Assignment of Acquisition Documents substantially in the form 
of Exhibit A executed by certain of the Loan Parties in favor of the 
Lender.

     "Bankruptcy Code" means the United States Bankruptcy Code of 1978, 
as amended from time to time, or any successor federal statute.

     "Base Rate" shall mean, for any day, the higher of (a) the Federal 
Funds Rate for such day plus 1/2 of 1% per annum and (b) the Prime Rate 
for such day.  Each change in any interest rate provided for herein 
resulting from a change in the Base Rate shall take effect at the time 
of such change in the Base Rate.  If for any reason the Lender shall 
have determined that it is unable to ascertain the Federal Funds Rate 
for such day, including, without limitation, the inability or failure of 
the Lender to obtain sufficient bids or publications as contemplated by 
the definition of the Federal Funds Rate, the Base Rate for such day 
shall be the Prime Rate.

     "Base Rate Loan" shall mean a Loan which bears interest at a rate 
based on the Base Rate.

      "Bioscot" shall mean Bioscot Limited, a corporation organized 
under the laws of Scotland.

     "Business Day" shall mean any day other than a Saturday, Sunday or 
other day on which commercial banks are authorized or required to close 
in Atlanta, Georgia and, if such day relates to a borrowing of, a 



<PAGE>


payment or prepayment of principal of or interest on, or a Conversion of 
or into, or a Continuation of, or an Interest Period for, a LIBOR Loan 
or a notice by the Company with respect to any such borrowing, payment, 
prepayment, Conversion, Continuation or Interest Period, which is also a 
day on which dealings in Dollar deposits are carried out in the London 
interbank market.

     "Capital Expenditures" shall mean, without duplication, for any 
period of computation thereof, the aggregate of all expenditures on a 
consolidated basis including deposits (whether paid in cash or property 
or accrued as liabilities and including the aggregate amount of all 
principal payments due for the entire term of all Capitalized Lease 
Obligations) made by the Company and its Consolidated Subsidiaries that, 
in conformity with GAAP, are required to be included in the property, 
plant, or equipment, or similar fixed asset account.

     "Capitalized Lease Obligations" shall mean, as to any Person, the 
obligations of such Person with respect to any lease of (or other 
agreement conveying the right to use) any property (whether real, 
personal or mixed) which is or should be classified and accounted for as 
a capital lease on a balance sheet of such Person under GAAP (including 
Statement of Financial Accounting Standards No. 13 of the Financial 
Accounting Standards Board) and, for purposes of this Agreement, the 
amount of such obligations shall be the capitalized amount thereof, 
determined in accordance with GAAP (including such Statement No. 13).

     "Cash Flow" shall mean, for any period of computation thereof, an 
amount equal to the following: (i) EBITDA for such period minus 
(ii) cash payments actually made during such period in respect of taxes 
on income of the Company and its Consolidated Subsidiaries.

     "CERCLA" shall mean the Comprehensive Environmental Response, 
Compensation and Liability Act of 1980, as amended from time to time, or 
any successor federal statute.

     "CERCLIS" shall mean the Comprehensive Environmental Response, 
Compensation and Liability Inventory System.

     "CLIA" shall mean the Clinical Laboratory Improvement Amendments of 
1988, as amended.

     "Closing Date" shall mean the date upon which the conditions 
precedent to the initial extension of credit hereunder set forth in 
Article 4. have been satisfied.

     "Code" shall mean the Internal Revenue Code of 1986, as amended 
from time to time, or any successor statute.

     "Collateral" shall mean any property in which any Loan Party or any 
other Person has granted the Lender a Lien as security for any of the 
Obligations and includes all "Collateral" as defined in the Security 
Agreement, the "Trademark Collateral" as defined in the Trademark 
Collateral Assignment and Security Agreement, and the "Pledged 
Collateral" as defined in the Pledge Agreement.

     "Consolidated Total Assets" shall mean, at the time of 
determination, the net book value of all assets of the Company and its 



<PAGE>


Consolidated Subsidiaries as determined in accordance with GAAP. 

     "Consolidated Subsidiary" shall mean, as to any Person, each 
Subsidiary of such Person (whether now existing or hereafter created or 
acquired) the financial statements of which shall be (or should be) 
consolidated with the financial statements of such Person in accordance 
with GAAP.

     "Continue", "Continuation" and "Continued" each refers to the 
continuation of a LIBOR Loan from one Interest Period to the next 
Interest Period pursuant to Section 2.6.(a).

     "Convert", "Conversion" and "Converted" each refers to the 
conversion of a Revolving Loan of one Type into a Loan of another Type 
pursuant to Section 2.6.(b).

     "Credit Documents" shall mean, collectively, this Agreement, the 
Note, the Guaranty, the Security Documents, and any other documents and 
instruments executed and delivered by any Loan Party in connection with 
this Agreement or any of the foregoing documents.

     "Credit Facility" shall mean the credit facility extended by the 
Lender to the Company under this Agreement for Revolving Loans and 
Swingline Loans.

     "Debt Service" shall mean, on the date of determination thereof, 
(a) current maturities of long term debt of the Company and its 
Consolidated Subsidiaries for the four fiscal quarter period then 
beginning, plus (b) current maturities of Capitalized Lease Obligations 
of the Company and its Consolidated Subsidiaries for such period.

     "Default" shall mean an Event of Default or an event which with 
notice or lapse of time or both would become an Event of Default.

"Disposition" shall mean any sale, lease, assignment, transfer or other 
disposition of any property (including any capital stock or other equity 
interest in a Subsidiary but excluding sales of Inventory in the 
ordinary course) of the Company or any other Loan Party.

"Dollars" and "$" shall mean lawful money of the United States of 
America.

"Donor Center" shall mean any location of the Company or any Subsidiary 
where such Loan Party collects, analyzes, processes and sells human 
blood, plasma and other human biological products or components or 
provides related healthcare services.

     "EBIT" shall mean, for any period of computation thereof, the sum 
of, without duplication, (i) Net Income for such period plus 
(ii) Interest Expense for such period plus (iii) taxes on income of the 
Company and its Consolidated Subsidiaries accrued during such period 
plus (iv) any extraordinary expense or loss, and any non-recurring non-
cash expense or loss, of the Company or any Consolidated Subsidiary for 
such period to the extent included in determining Net Income for such 
period.

     "EBITDA" shall mean, for any period of computation thereof, the sum of 



<PAGE>


(i) EBIT for such period plus (ii) amortization expense of the Company 
and its Consolidated Subsidiaries for such period plus (iii) without 
duplication, depreciation expense of the Company and its Consolidated 
Subsidiaries for such period.

     "Employee Benefit Plan" shall mean any employee benefit plan within the 
meaning of Section 3(3) of ERISA maintained or contributed to by any 
Loan Party or any of its ERISA Affiliates, other than a Multiemployer 
Plan.

     "Environmental Claim" shall mean, with respect to any Person, any 
notice, claim, demand or other communication (whether written or oral) 
alleging or asserting such Person's liability for investigatory costs, 
cleanup costs, governmental response costs, damages to natural resources 
or other property, personal injuries, fines or penalties arising out of, 
based on or resulting from (a) the presence, handling, generation, 
treatment, storage, disposal, Release or threatened Release into the 
environment of any Hazardous Material at any location, whether or not 
owned by such Person, or (b) circumstances forming the basis of any 
violation, or alleged violation, of any Environmental and Safety Law.

     "Environmental and Safety Laws" shall mean any and all federal, 
state, local and foreign statutes, laws, regulations, ordinances and 
similar provisions having the force or effect of law, all judicial and 
administrative orders and determinations, all contractual obligations 
and common law concerning public health or safety, worker health or 
safety or pollution or protection of the environment, including without 
limitation those relating to any emissions, discharges or Releases of 
Hazardous Materials to ambient air, surface water, ground water or land, 
or otherwise relating to the manufacture, processing, distribution, use, 
treatment, storage, disposal, transport, control, clean-up or handling 
of Hazardous Materials.

     "ERISA" shall mean the Employee Retirement Income Security Act of 
1974, as amended from time to time, or any successor statute.

     "ERISA Affiliate" of any Person shall mean any corporation or trade 
or business which is a member of the same controlled group of 
corporations (within the meaning of Section 414(b) of the Code) as such 
Person or which is under common control (within the meaning of 
Section 414(c) of the Code) with such Person.

     "ERISA Event" with respect to any Person shall mean (a) the 
occurrence of a reportable event, within the meaning of Section 4043 of 
ERISA, with respect to any Plan of such Person or any of its ERISA 
Affiliates, unless the 30-day notice requirement with respect to such 
event has been waived by the PBGC; (b) the provision by the 
administrator of any Plan of such Person or any of its ERISA Affiliates 
of a notice of intent to terminate such Plan pursuant to 
Section 4041(a)(2) of ERISA (including any such notice with respect to a 
plan amendment referred to in Section 4041(a)(2) of ERISA); (c) the 
cessation of operations at a facility of such Person or any of its ERISA 
Affiliates in the circumstances described in Section 4062(e) of ERISA 
with respect to a Plan; (d) the withdrawal by such Person or any of its 
ERISA Affiliates from a Plan during a plan year for which it was a 
substantial employer, as defined in Section 4001(a)(2) of ERISA; (e) the 
failure by such Person or any of its ERISA Affiliates to make a payment 



<PAGE>


to a Plan required under Section 302(f)(1) of ERISA; (f) the adoption of 
an amendment to a Plan of such Person or any of its ERISA Affiliates 
requiring the provision of security to such Plan pursuant to Section 307 
of ERISA; or (g) the institution by the PBGC of proceedings to terminate 
a Plan of such Person or any of its ERISA Affiliates pursuant to 
Section 4042 of ERISA, or the occurrence of any event or condition 
described in Section 4042 of ERISA that could constitute grounds for the 
termination of, or the appointment of a trustee to administer, such 
Plan.

     "Event of Default" means any of the events specified in 
Sections 9.1. through Section 9.11., provided that any requirement for 
notice or lapse of time or both has been satisfied.

     "FDA" shall mean the United States Food and Drug Administration or 
any entity succeeding to any or all of its functions under Applicable 
Law.

     "Federal Assignment of Claims Act" shall mean the Assignment of 
Claims Act of 1940, as amended from time to time, or any successor 
federal statute.

     "Federal Funds Rate" shall mean, for any day, the rate per annum 
(rounded upwards, if necessary, to the nearest 1/16 of 1%) equal to the 
weighted average of the rates on overnight federal funds transactions 
with members of the Federal Reserve System arranged by federal funds 
brokers on such day, as published by the Federal Reserve Bank of New 
York on the Business Day next succeeding such day, provided that (i) if 
the day for which such rate is to be determined is not a Business Day, 
the Federal Funds Rate for such day shall be the Federal Funds Rate for 
the immediately preceding Business Day, and (ii) if such rate is not so 
published for any Business Day, the Federal Funds Rate for such day 
shall be the average rate charged by three federal funds brokers of 
recognized standing selected by the Lender on such day for such 
transactions as determined by the Lender.

     "FSC" means Serologicals (Barbados), Inc., a Barbados corporation 
and a "foreign sales corporation" under the Code.

     "Funded Debt" shall mean, on the date of any computation thereof, 
without duplication (a) all Indebtedness for money borrowed of the 
Company and its Consolidated Subsidiaries, whether issued, assumed or 
Guaranteed, and whether secured or unsecured, which on the date such 
Indebtedness was initially incurred had a final maturity more than 12 
months after such date, notwithstanding the fact that payments in 
respect thereof (whether installment, serial maturity or sinking fund 
payments of otherwise) are required to be made by such Person less than 
12 months after the date of the computation thereof and (b) all 
regularly scheduled coupon or other payments under any preferred stock 
issued by the Company or its Consolidated Subsidiaries.

     "GAAP" shall mean generally accepted accounting principles applied 
on a basis consistent with those which, in accordance with 
Section 1.2.(a), are to be used in making the calculations for purposes 
of determining compliance with the terms of this Agreement.

"Governmental Authority" shall mean any federal, state, local or foreign 



<PAGE>


court or governmental agency, authority, instrumentality or regulatory 
body.

"Guarantee" shall mean a guarantee, an endorsement, a contingent 
agreement to purchase or to furnish funds for the payment or maintenance 
of, or otherwise to be or become contingently liable under or with 
respect to, any Indebtedness or other obligations, net worth, working 
capital or earnings of any Person, or a guarantee of the payment of 
dividends or other distributions upon the stock or equity interests of 
any Person, or an agreement to purchase, sell or lease (as lessee or 
lessor) property, products, materials, supplies or services primarily 
for the purpose of enabling a debtor to make payment of its obligations 
or an agreement to assure a creditor against loss, and including, 
without limitation, causing a bank to issue a letter of credit for the 
benefit of another Person, but excluding endorsements for collection or 
deposit in the ordinary course of business.

     "Guaranty" shall mean the Amended and Restated Guaranty 
substantially in the form of Exhibit B executed by certain of the Loan 
Parties in favor of the Lender.

     "Hazardous Materials" shall mean, collectively, any polychlorinated 
biphenyls, petroleum or petroleum derived substance, friable asbestos, 
human blood, plasma and other blood products, medical wastes, biological 
wastes, laboratory wastes and any toxic or otherwise hazardous waste, 
material or substance, including, without limitation, all substances 
with respect to which liability or standards of conduct may be imposed 
pursuant to RCRA, CERCLA or any other Environmental and Safety Law.

     "Indebtedness" shall mean, without duplication, as to any Person 
(a) indebtedness created, issued or incurred by such Person for borrowed 
money (whether by loan or the issuance or sale of debt securities) 
whether or not recourse is limited to specific assets of such Person; 
(b) obligations of such Person to pay the deferred purchase or 
acquisition price of property or services, other than trade accounts 
payable and accrued expenses arising in the ordinary course of business 
so long as such trade accounts payable and accrued expenses are not for 
borrowed money; (c) Indebtedness of others secured by a Lien on the 
property of such Person, whether or not the Indebtedness so secured has 
been assumed by such Person; (d) reimbursement obligations of such 
Person in respect of letters of credit or similar instruments issued or 
accepted by banks and other financial institutions for the account of 
such Person; (e) Capitalized Lease Obligations of such Person; and 
(f) Indebtedness of others Guaranteed by such Person.

     "Insufficiency" shall mean, with respect to any Plan, the amount, 
if any, of its unfunded benefit liabilities, as defined in Section 
4001(a)(18) of ERISA.

     "Interest Expense" shall mean for any period of computation 
thereof, cash interest expense attributable to Indebtedness for money 
borrowed (including without limitation, Capitalized Lease Obligations) 
of the Company and its Consolidated Subsidiaries actually paid during 
such period.

     "Interest Period" shall mean with respect to any LIBOR Loan, the 
period commencing on the date of the borrowing, Conversion or 



<PAGE>


Continuation of such Loan and ending on the last day of the period 
selected by the Company pursuant to the provisions below.  The duration 
of each Interest Period shall be one, two, three or six months, in each 
case as the Company may, in an appropriate Notice of Borrowing, Notice 
of Continuation or Notice of Conversion, select.  In no event shall an 
Interest Period of a Loan extend beyond the Termination Date.  Whenever 
the last day of any Interest Period would otherwise occur on a day other 
than a Business Day, the last day of such Interest Period shall be 
extended to occur on the next succeeding Business Day; provided, 
however, that if such extension would cause the last day of such 
Interest Period to occur in the next following calendar month, the last 
day of such Interest Period shall occur on the next preceding Business 
Day.

     "Inventory" shall mean (a) all inventory of each of the 
Subsidiaries (other than Bioscot or the FSC) and all goods intended for 
sale or lease by such Subsidiaries, (b) all work-in-process, (c) all raw 
materials and other materials and supplies of every nature and 
description used or which might be used in connection with the 
manufacture, packing, shipping, selling or furnishing of such goods or 
otherwise used or consumed in the business of such Subsidiaries, and (d) 
all documents (as such term is defined in the UCC) relating to any of the
foregoing.

     "Investment" in any Person shall mean (a) the acquisition (whether 
for cash, property, services or securities or otherwise) of capital 
stock, bonds, notes, debentures, partnership or other ownership 
interests or other securities of, or any contribution to the capital of, 
such Person; (b) any deposit with, or advance, loan or other extension 
of credit to, such Person and (without duplication) any amount committed 
to be advanced, lent or extended to such Person (other than any such 
advance, loan, extension of credit or commitment representing the 
purchase price of inventory or supplies sold in the ordinary course of 
business); or (c) any Guarantee of, or other contingent obligation with 
respect to, Indebtedness or other liability of such Person.

     "LIBOR" shall mean, with respect to any Interest Period and a LIBOR 
Loan, the offered rate per annum in the London interbank market for 
deposits in Dollars of amounts equal or comparable to the principal 
amount of such LIBOR Loan offered for a term comparable to such Interest 
Period, as currently shown on the Reuters Screen LIBOR page as of 
11:00 a.m., Greenwich Mean Time, two Business Days prior to the first 
day of such Interest Period; provided, however, that (a) if more than 
one offered rate as described above appears on the Reuters Screen LIBOR 
page, the rate used to determine LIBOR will be the arithmetic average 
(rounded upward, if necessary, to the next higher 1/16 of 1%) of such 
offered rates, or (b) if no such offered rates appear, the rate used for 
such Interest Period will be the arithmetic average (rounded upward, if 
necessary, to the next higher 1/16 of 1%) of rates quoted by the Lender 
at approximately 10:00 a.m., New York time, two Business Days prior to 
the first day of such Interest Period for deposits in Dollars offered to 
leading European banks for a period comparable to such Interest Period 
in an amount comparable to the principal amount of such LIBOR Loan.  If 
the Lender ceases to use the Reuters Screen LIBOR page for determining 
interest rates based on eurodollar deposit rates, a comparable 
internationally recognized interest rate reporting service shall be used 
to determine such offered rates.



<PAGE>


     "LIBOR Loan" shall mean a Loan bearing interest at a rate based on 
LIBOR.

     "Lien" shall mean, with respect to any asset, any mortgage, lien, 
pledge, charge, security interest or encumbrance of any kind whatsoever 
in respect of such asset.  For purposes of this Agreement, a Loan Party 
or any of its Subsidiaries shall be deemed to own subject to a Lien any 
asset which it has acquired or holds subject to the interest of a vendor 
or lessor under any conditional sale agreement, capital lease or other 
title retention agreement relating to such asset.

     "Loan Party" means each of the Company, its Subsidiaries and each 
Person who guarantees all or a portion of the Obligations and/or who 
pledges any collateral security to secure all or a portion of the 
Obligations; as of the date hereof, the Loan Parties are the Company and 
each of its Subsidiaries set forth on Schedule 5.16.

     "Loans" shall mean the Revolving Loans and Swingline Loans.

     "Material Adverse Effect" shall mean any event, circumstance or 
condition that, individually or when aggregated with all other similar 
events, circumstances or conditions, could reasonably be expected to 
have a material adverse effect on (a) the business, property, assets, 
liabilities, condition (financial or otherwise), operations, results of 
operations or prospects of the Company and its Subsidiaries taken as a 
whole; (b) the ability of the Company or any Material Loan Party to 
perform its obligations under any of the Credit Documents to which it is 
a party; (c) the validity or enforceability of any of the Credit 
Documents; or (d) the rights and remedies of the Lender under any of the 
Credit Documents.  As used in this definition, the term "Material Loan 
Party" means, as of the date of any determination thereof, any Loan 
Party (other than the Company) which either (a) owns assets having a 
book value greater than or equal to 10% of Consolidated Total Assets or 
(b) had net income (as determined in a manner consistent with 
determining Net Income of the Company and its Consolidated Subsidiaries) 
for any prior period of four consecutive fiscal-quarters greater than or 
equal to 10% of Net Income for the four fiscal-quarter period most 
recently ending prior to the date of determination.

     "Material Contract" shall mean, with respect to the Company and the 
other Loan Parties, any contract, agreement or binding understanding or 
arrangement (whether or not in written form) (i) the performance or 
termination of which could reasonably be expected to have a net effect 
on the Cash Flow of the Company or any other Loan Party of $2,500,000 
during any fiscal year, or (ii) the loss of which could reasonably be 
expected to have a Material Adverse Effect.  

     "Multiemployer Plan" of any Person shall mean a multiemployer plan 
defined as such in Section 3(37) of ERISA to which contributions have 
been made by such Person or any ERISA Affiliate of such Person and which 
is covered by Title IV of ERISA.

     "Net Income" means, for any applicable period, the aggregate of all 
amounts which, in accordance with GAAP, would be included as net income 
(or net loss) on a consolidated statement of income of the Company and 
its Consolidated Subsidiaries for such period; provided, however, that 


<PAGE>


     "Net Income" shall exclude (i) the effect of any extraordinary or 
other non-recurring gain or loss outside the ordinary course of business 
and (ii) any write-up in the value of any asset (but only to the extent 
such write-up exceeds any write-down taken in connection with such 
asset).

     "Net Proceeds" shall mean, with respect to a Disposition, the 
aggregate amount of all cash received (including without limitation, all 
cash payments received by way of deferred payment of principal or 
interest pursuant to a note or installment receivable or otherwise, but 
only as and when received), directly or indirectly, by the Company or 
any other Loan Party in connection with such Disposition net of (i) the 
amount of any out-of-pocket legal fees, title and recording tax 
expenses, commissions and other customary fees and expenses actually 
incurred by the Company or such other Loan Party in connection with such 
Disposition, (ii) any income taxes reasonably estimated in good faith to 
be payable by the Company or such other Loan Party in connection with 
such Disposition and other taxes thereon to the extent such other taxes 
are actually paid by the Company or such other Loan Party, and (iii) any 
repayments by the Company or such other Loan Party of Indebtedness 
(other than Indebtedness under any of the Credit Documents) to the 
extent that such Indebtedness is secured by a Lien on the property that 
is the subject of such Disposition.

     "Net Worth" shall mean, as at any date, the total shareholder's 
equity (including capital stock, additional paid-in capital and retained 
earnings, after deducting treasury stock) of the Company and its 
Consolidated Subsidiaries which would appear as such on a consolidated 
balance sheet of the Company and its Consolidated Subsidiaries prepared 
in accordance with GAAP.

     "New Subsidiary" means, with respect to an Acquisition, any 
Subsidiary of the Company formed in connection with, and for the purpose 
of effecting, such Acquisition.  If all of the outstanding capital stock 
of a Seller is being acquired by the Company or any of its Subsidiaries 
in connection with an Acquisition, then such Seller shall also 
constitute a New Subsidiary.

     "Notes" shall mean the Revolving Note and the Swingline Note.

     "Obligations" shall mean, individually and collectively:
     (a)  the Revolving Loans and Swingline Loans;
     (b)  all other obligations and indebtedness of the Company owing to the 
Lender of every kind, nature and description, under or with respect to this 
Agreement, the Note or any of the other Credit Documents, whether direct or 
indirect, absolute or contingent, due or not due, contractual or tortious, 
liquidated or unliquidated, and whether or not evidenced by any note;

     (c)  all other obligations and indebtedness owing by the Company to the 
Lender and all future advances made to the Company by the Lender, however and 
whenever created, arising or evidenced, whether direct or indirect, through 
assignment from third parties, whether absolute or contingent, or otherwise, 
now or hereafter existing, or due or to become due, including, without 
limitation, obligations under all guaranties, letters of credit and 
overdrafts;

     (d)  any and all renewals, modifications, extensions and 



<PAGE>


supplements to any of the foregoing.

Without limitation of the foregoing, the term "Obligations" shall 
include any Indebtedness of the Company to any other Loan Party which 
now or hereafter becomes owing to the Lender as assignee of such other 
Loan Party pursuant to any of the Security Documents or otherwise.

     "Operating Account" shall mean account number 026-39-292 maintained 
by the Company with the Lender, or such other account as the Company and 
the Lender may designate as the "Operating Account."

     "PBGC" shall mean the Pension Benefit Guaranty Corporation or any 
entity succeeding to any or all of its functions under ERISA.

     "Permitted Investments" of any Person shall mean: (a) direct 
obligations of the United States of America or of any agency thereof, or 
obligations guaranteed as to principal and interest by the United States 
of America or of any agency thereof, in either case maturing not more 
than 90 days from the date of acquisition thereof by such Person; (b) 
time deposits or certificates of deposit issued by any bank or trust 
company organized under the laws of the United States of America or any 
state thereof and having capital, surplus and undivided profits of at 
least $200,000,000, maturing not more than 90 days from the date of 
acquisition thereof by such Person; (c) commercial paper having the 
highest rating from Standard & Poor's Corporation or Moody's Investors 
Services, Inc. maturing not more than 90 days from the date of 
acquisition thereof by such Person; and (d) the deferment of the payment 
of accrued but unpaid royalties due from Bioscot to the Company in 
connection with the licensing of intellectual property of the Company to 
Bioscot.

     "Permitted Liens" shall mean:

     (a)  Liens created pursuant to the Security Documents;

     (b)  Liens imposed by any Governmental Authority for taxes, 
assessments or charges not yet due or which are being contested in accordance 
with Section 6.5.;

     (c)  carriers', warehousemen's, mechanics', materialmen's, 
repairmen's or other like Liens arising in the ordinary course of 
business not yet delinquent or which are being contested in accordance 
with Section 6.5.;

     (d)  pledges or deposits under worker's compensation, unemployment 
insurance and other social security legislation;

     (e)  deposits to secure the performance of bids, trade contracts 
(other than a trade contract which constitutes Indebtedness), leases 
(other than Capitalized Lease Obligations), statutory obligations, 
surety and appeal bonds, performance bonds and other obligations of a 
like nature incurred in the ordinary course of business;

     (f)  easements, rights-of-way, zoning restrictions and other 
similar encumbrances of record on real property incurred in the ordinary 
course of business which, in the aggregate, are not material in dollar 
amount, and which do not in any case materially detract from the value 



<PAGE>


of the property subject thereto or interfere with the ordinary conduct 
of the business of the Company or any of the other Loan Parties;

     (g)  Liens existing on the date hereof and disclosed on Schedule 
5.17. hereto; and

     (h)  Purchase Money Liens securing Indebtedness of the Company and 
its Subsidiaries permitted under Section 7.3.(c).

For purposes of this definition, the term "Purchase Money Lien" shall 
mean any Lien (including any Lien arising under a lease which is or 
should be classified and accounted for as a capital lease under GAAP) on 
fixed assets, plant or equipment (and any intangible assets associated 
therewith) acquired by the Company or any of the other Loan Parties 
(including any New Subsidiary after giving effect to the Acquisition 
thereof) securing the payment of all or a portion of the purchase price 
therefor or Liens to which such purchased assets are subject at the time 
of such acquisition and not created in anticipation thereof; provided, 
however, that (i) the transaction in which any Purchase Money Lien is 
proposed to be created or assumed is permitted by this Agreement; 
(ii) any Purchase Money Lien attaches or shall attach only to the assets 
acquired (and any applicable insurance thereon) in such transaction and 
shall not extend to or cover any other assets of the Company or any of 
the other Loan Parties; (iii) the Indebtedness secured or covered by any 
Purchase Money Lien did not or shall not exceed the cost (including 
reasonable costs directly incurred in connection with such acquisition) 
to the Company or any of the other Loan Parties of the assets acquired; 
and (iv) such Indebtedness was or is either (x) incurred within 30 days 
following the date of the acquisition of the assets so acquired or 
(y) incurred for the purpose of refinancing or refunding any 
Indebtedness secured by a Purchase Money Lien provided the unpaid 
balance is not thereby increased.

     "Person" shall mean any individual, corporation, company, voluntary 
association, partnership, joint venture, trust, unincorporated 
organization or government (or any agency, instrumentality or political 
subdivision thereof).

     "Plan" of the Company or any of the other Loan Parties shall mean 
an employee benefit or other plan established or maintained by such 
Person or any ERISA Affiliate of such Person and which is covered by 
Title IV of ERISA, other than a Multiemployer Plan of such Person.

     "Pledge Agreement" shall mean the Amended and Restated Pledge 
Agreement substantially in the form of Exhibit D entered into among 
certain of the Loan Parties and the Lender.

     "Prime Rate" shall mean the rate of interest from time to time 
announced by the Lender in Atlanta, Georgia as its prime commercial 
lending rate.  The Prime Rate is not necessarily intended to be the 
lowest rate of interest determined by the Lender in connection with 
extensions of credit.

     "Purchase Agreement" shall mean, with respect to an Acquisition, 
the asset purchase agreement, stock purchase agreement or other primary 
agreement to which the Company and/or one or more of its Subsidiaries is 
a party and which evidences the terms of such Acquisition.



<PAGE>


     "QPP" shall mean the Quality Plasma Program of ABRA.

     "RCRA" shall mean the Resource Conservation and Recovery Act of 
1976, as amended.

     "R&D Expenses" shall mean, without duplication, for any period of 
computation thereof, the aggregate of all expenses on a consolidated 
basis made by the Company and its Consolidated Subsidiaries in respect 
of research and development.

     "Regulations D, G, T, U and X" shall mean, respectively, 
Regulations D, G, T, U and X of the Board of Governors of the Federal 
Reserve System (or any successor), as the same may be amended or 
supplemented from time to time.

     "Regulatory Change" shall mean, with respect to the Lender, any 
change enacted or adopted after the date of this Agreement in United 
States Federal, state or foreign law or regulations (including, without 
limitation, Regulation D) or the adoption or publication after the date 
of this Agreement of any interpretations, directives or requests 
(whether or not having the force of law) applying to a class of banks 
including the Lender of or under any United States Federal, state or 
foreign law or regulations by any court or governmental or monetary 
authority charged with the interpretation or administration thereof.

     "Regulatory Permits" shall mean (i) FDA establishment licenses, 
(ii) FDA product licenses, (iii) CLIA registrations, (iv) QPP 
certifications, and (v) state licenses or permits relating to the 
operation of Donor Centers, including those applicable to medical waste, 
clinical laboratory testing, and drug testing.

     "Release" shall mean any "release" as such term is defined in 42 
U.S.C. Section 9601(22), or any successor federal statute or analogous state 
law.

     "Restricted Payment" shall mean dividends by or on behalf of a Loan 
Party on, or other payments or distributions on account of or with 
respect to, or the setting apart of money for a sinking or other 
analogous fund for, or the purchase, redemption, retirement or other 
acquisition of, any shares of any class of capital stock of such Loan 
Party.

     "Revolving Commitment" shall mean the obligation of the Lender to 
make Revolving Loans in an aggregate principal amount at any one time 
outstanding up to but not exceeding $35,000,000, as the same may be 
reduced from time to time pursuant to the terms hereof.

     "Security Agreement" shall mean the Amended and Restated Security 
Agreement substantially in the form of Exhibit E entered into among 
certain of the Loan Parties and the Lender.

     "Security Documents" shall mean, collectively, the Security 
Agreement, the Pledge Agreement, the Assignment of Acquisition 
Documents, the Trademark Collateral Assignment and Security Agreement, 
each of the UCC financing statements naming a Loan Party as debtor and 
the Lender as secured party and covering the Collateral, and any other 



<PAGE>


security documents executed and delivered to the Lender by a Loan Party.

     "Seller" shall mean the Person being acquired (or whose assets are 
being acquired) in an Acquisition.

     "Senior Funded Debt" shall mean, on the date of any computation 
thereof, all Funded Debt that is not Subordinated Debt.

     "Seramed" shall mean Seramed, Inc., formerly known as Seramune, 
Inc., a corporation organized under the laws of the State of Delaware.

     "Serologicals" shall mean Serologicals, Inc., a corporation 
organized under the laws of the State of Georgia.

     "Significant Acquisition" shall mean any Acquisition in which the 
aggregate amount of consideration payable by the Company and its 
Subsidiaries in connection therewith equals or exceeds (a) at any time 
during 1997 or 1998, the greater of (i) EBITDA for the four fiscal 
quarter period most recently ending and (ii) $20,000,000 and (b) at any 
time thereafter, 75% of EBITDA for the four fiscal quarter period most 
recently ending.  For purposes of this definition, such consideration 
shall include, but shall not be limited to, the following:  (a) the 
amount of cash paid, together with the fair market value of all other 
assets (excluding assets of the type described in the following clause 
(b)) conveyed, by the Company and its Subsidiaries in consideration for 
such Acquisition; (b) the market value of all capital stock, warrants 
and options to acquire capital stock, of the Company conveyed by the 
Company in consideration for such Acquisition; (c) the aggregate amount 
of Indebtedness acquired, incurred or assumed by the Company and its 
Subsidiaries in connection with such Acquisition; (d) all amounts paid 
or to be paid by the Company and its Subsidiaries in respect of any 
covenant not to compete granted in connection with such Acquisition and 
accruing to the benefit of any New Subsidiary or other Loan Party; (e) 
the aggregate capitalized amount of consulting or other similar fees or 
payments to be paid by such New Subsidiary or other Loan Party to a 
Seller or any Affiliate of such Seller in connection with, or as a 
result of, such Acquisition; (f) the aggregate amount of  earn-out 
payments, similar payments or other contingent obligations required to 
be made by the Company and its Subsidiaries in connection with such 
Acquisition and which payments or other obligations are to be 
capitalized by the Company and its Subsidiaries and (g) the amount of 
all transaction fees and expenses (including, without limitation, legal, 
accounting and brokers' fees and expenses) incurred by the Company and 
its Subsidiaries in connection with such Acquisition.

     "Subordinated Debt" shall mean, all Funded Debt, the payment of 
principal and interest of which is subordinate in right of payment to 
the Obligations on terms approved of in writing by the Lender in its 
sole discretion.

     "Subsidiary" shall mean, as to any Person, any corporation, 
partnership or joint venture, whether now existing or hereafter 
organized or acquired: (i) in the case of a corporation, of which at 
least a majority of the outstanding shares of stock having by the terms 
thereof ordinary voting power to elect a majority of the board of 
directors of such corporation (other than stock having such voting power 
by reason of the happening of any contingency) is at the time directly 



<PAGE>


or indirectly owned or controlled by such Person and/or one or more of 
its Subsidiaries or (ii) in the case of a partnership or joint venture, 
in which such Person or a Subsidiary of such Person is a general partner 
or joint venturer or of which a majority of the partnership or other 
ownership interests are at the time owned by such Person and/or one or 
more of its Subsidiaries.

     "Swingline Commitment" shall mean the obligation of the Lender to 
make Swingline Loans in an aggregate principal amount at any one time 
outstanding up to but not exceeding $2,000,000, as the same may be 
reduced from time to time pursuant to the terms hereof.

     "Termination Date" shall mean October 16, 2000.

     "Trademark Collateral Assignment and Security Agreement" shall mean 
that certain Trademark Collateral Assignment and Security Agreement 
dated as of June 29, 1994, between Serologicals and the Lender.

     "Transactions" shall mean (a) any Acquisition, (b) the execution 
and delivery of each of the Credit Documents, and the Acquisition 
Documents, (c) the making of the Loans hereunder and (d) the 
consummation of all of the other transactions contemplated by the 
Acquisition Documents and the Credit Documents.

     "Type"  with respect to a Loan, refers to whether such Loan is a 
LIBOR Loan or a Base Rate Loan.

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

     "Wholly-Owned Subsidiary" of a Person shall mean any corporation, 
association or other business entity of which 100% of the outstanding 
shares of all classes of capital stock or other ownership interests is 
at the time owned directly or indirectly by, such Person or one or more 
of the other Wholly-Owned Subsidiaries of such Person or a combination 
thereof.

     In addition to the above definitions, the following terms are 
defined in this Agreement on the indicated pages:

<TABLE>
<CAPTION>

<S>                                                                   <C>
Acquisition Date . . . . . . . . . . . . . . . . . . . . . . . . . . .31
Acquisition Historical Financial Statements. . . . . . . . . . . . . .31
Acquisition Pro Forma Financial Statements . . . . . . . . . . . . . .31
Additional Costs . . . . . . . . . . . . . . . . . . . . . . . . . . .25
Change in Control. . . . . . . . . . . . . . . . . . . . . . . . . . .54
Default Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Historical Financial Statements. . . . . . . . . . . . . . . . . . . .29
Margin Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
Notice of Borrowing. . . . . . . . . . . . . . . . . . . . . . . . . .24
Notice of Continuation . . . . . . . . . . . . . . . . . . . . . . . .20
Notice of Conversion . . . . . . . . . . . . . . . . . . . . . . . . .20
Other Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58
Permits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .39
Revolving Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Revolving Note . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Swingline Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . .18

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

<S>                                                                   <C>
Swingline Note . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24

</TABLE>

1.2.  Accounting Terms and Determinations

     (a)  Except as otherwise expressly provided herein, all accounting 
terms used herein shall be interpreted, all calculations for purposes of 
determining compliance with the terms of this Agreement shall be made, 
and all financial statements and certificates and reports as to 
financial matters required to be delivered to the Lender hereunder shall 
be prepared in accordance with generally accepted accounting principles 
applied in the United States and practices which are recognized as such 
by the American Institute of Certified Public Accountants ("GAAP") 
applied for all periods to the extent practicable on a basis consistent 
with that used in the preparation of the Historical Financial 
Statements, so as to present fairly the financial condition and the 
results of operations of the applicable Person.  In the event of a 
change in GAAP that is applicable to the Company, compliance with the 
financial covenants contained herein shall continue to be determined in 
accordance with GAAP as in effect prior to such change; provided, 
however, that the Company and the Lender will thereafter negotiate in 
good faith to revise such covenants to the extent necessary to conform 
such covenants to GAAP as then in effect.

     (b)  To enable the ready and consistent determination of compliance 
with the covenants set forth in Article 7. and Article 8., the Company 
will not, without the prior written consent of the Lender, which consent 
shall not be unreasonably withheld, change its fiscal year.

     (c)  All terms defined in the UCC and not otherwise defined herein 
are used herein as defined in the UCC.  References in this Agreement to 
"Sections", "Articles", "Exhibits" and "Schedules" are to sections, 
articles, exhibits and schedules herein and hereto unless otherwise 
indicated.  References in this Agreement to any document, instrument or 
agreement (i) shall include all exhibits, schedules and other 
attachments thereto, (ii) shall include all documents, instruments or 
agreements issued or executed in replacement thereof, and (iii) shall 
mean such document, instrument or agreement, or replacement or 
predecessor thereto, as amended, modified or supplemented from time to 
time and in effect at any given time.  Wherever from the context it 
appears appropriate, each term stated in either the singular or plural 
shall include the singular and plural, and pronouns stated in the 
masculine, feminine or neuter gender shall include the masculine, the 
feminine and the neuter.  

     (d)  If, during any four fiscal quarter period for which the 
Borrower's compliance with the financial covenants in Sections 8.1. 
through 8.3. is to be determined, any Loan Party shall have acquired all 
or substantially all of the assets of another Person, all or 
substantially all of a line or lines of business conducted by another 
Person, a division of another Person or a controlling equity interest in 
another Person (such assets, lines of business, division or, in the case 
of an equity interest, such Person, being a "Target"), then the 
financial performance of the Target after its acquisition by such Loan 
Party shall be annualized during such four fiscal quarter period when 
determining compliance with such Sections.



<PAGE>


                          Loans

2.1  Revolving Loans and Swingline Loans

     (a)  The Lender agrees, on the terms and subject to the conditions 
contained herein, to make loans to the Company during the period from 
and including the Closing Date to but not including the Termination Date 
in an aggregate principal amount at any one time outstanding of up to 
but not exceeding the amount of the Revolving Commitment of the Lender 
as in effect from time to time (such Loans being herein called 
"Revolving Loans").  During the period from and including the Closing 
Date to but not including the Termination Date and subject to the terms 
contained herein, the Company may borrow, repay and reborrow the 
Revolving Loans.

     (b)  The Lender agrees, on the terms and subject to the conditions 
contained herein, to make loans to the Company during the period from 
and including the Closing Date to but not including the Termination Date 
in an aggregate principal amount at any one time outstanding of up to 
but not exceeding the amount of the Swingline Commitment as in effect 
from time to time (such Loans being herein called "Swingline Loans").  
During the period from and including the Closing Date to but not 
including the Termination Date and subject to the terms contained 
herein, the Company may borrow, repay and reborrow the Swingline Loans.

     (c)  On the Termination Date, the aggregate principal amount of all 
Loans then outstanding shall be due and payable in full.

2.2.  Borrowings

     (a)  The Company shall give the Lender notice of each borrowing of 
a Revolving Loan hereunder as provided in Section 3.3., which notice 
when given shall be irrevocable.  Not later than 2:00 p.m. (Atlanta, 
Georgia time) on the date specified for each borrowing hereunder, the 
Lender shall make the amount of the Loan available to the Company by 
depositing the same, in immediately available funds, in an account of 
the Company maintained at the Applicable Lending Office.

     (b)  At 5:00 p.m. on each Business Day the Company shall be deemed 
to have requested that the Lender make to the Company a Swingline Loan 
in an amount equal to the amount by which drafts against the Operating 
Account exceed the available balance contained therein at such time.  
The Lender shall make the proceeds of each such Swingline Loan available 
to the Company by depositing such proceeds into the Operating Account.

2.3. Interest

     (a)  The Company agrees to pay to the Lender in accordance with Section 
3.2. interest on the unpaid principal amount of each Loan for the period from 
and including the date of such Loan to but excluding the date such Loan shall 
be paid in full, at the following rates per annum:

          (i)  during the periods that such Loan is a Base Rate Loan, 
     the Base Rate (as in effect from time to time) plus the Applicable 
     Margin; and

          (ii)  during the periods that such Loan is a LIBOR Loan, for 



<PAGE>


     each Interest Period relating thereto, the Adjusted LIBO Rate for 
     such Loan for such Interest Period plus the Applicable Margin.

     Accrued interest on each Loan shall be payable (i) in the case of a 
Base Rate Loan, monthly in arrears on the last Business Day of each 
calendar month and on the Termination Date, (ii) in the case of a LIBOR 
Loan, on the last day of each Interest Period thereof (except that 
interest shall be payable at the end of each three-month period in the 
case of an Interest Period of greater than three months); and (iii) in 
the case of each Loan, upon the payment or prepayment thereof or the 
Conversion of such Loan to a Loan of another Type (but only on the 
principal amount so paid, prepaid or Converted).  Swingline Loans may 
only be Base Rate Loans.

     (b)  If an Event of Default shall have occurred and be continuing, 
the Company agrees to pay to the Lender interest, for the period such 
Event of Default is continuing, on the unpaid principal amount of each 
Loan (and, to the extent permitted by law, on the unpaid amount of all 
interest, fees and other amounts payable hereunder or under the Credit 
Documents that is not paid when due) at a rate per annum (the "Default 
Rate") equal at all times to 2% per annum above the rate per annum 
required to be paid on such Loans pursuant to Section 2.3.(a).

     (c)  In no event shall the amount of interest due or payable on the 
Loans exceed the maximum rate of interest allowed by Applicable Law and, 
in the event any such payment is paid by the Company or received by the 
Lender, then such excess sum shall be credited as a payment of 
principal, unless the Company shall notify the Lender in writing that 
the Company elects to have such excess sum returned to it forthwith.  It 
is the express intent of the parties hereto that the Company not pay and 
the Lender not receive, directly or indirectly, in any manner 
whatsoever, interest in excess of that which may be lawfully paid by the 
Company under Applicable Law.

     (d)  THE PARTIES HERETO HEREBY AGREE AND STIPULATE THAT THE ONLY 
CHARGE IMPOSED UPON THE COMPANY FOR THE USE OF MONEY IN CONNECTION WITH 
THIS AGREEMENT IS AND SHALL BE THE INTEREST DESCRIBED IN SECTION 2.3.  
THE PARTIES HERETO FURTHER AGREE AND STIPULATE THAT ALL OTHER CHARGES 
IMPOSED BY THE LENDER ON THE COMPANY IN CONNECTION WITH THIS AGREEMENT, 
INCLUDING ALL COMMITMENT FEES, FACILITY FEES, UNDERWRITING FEES, DEFAULT 
CHARGES, LATE CHARGES, ATTORNEYS' FEES AND REIMBURSEMENT FOR COSTS AND 
EXPENSES PAID BY THE LENDER TO THIRD PARTIES OR FOR DAMAGES INCURRED BY 
THE LENDER, ARE CHARGES MADE TO COMPENSATE THE LENDER FOR UNDERWRITING 
OR ADMINISTRATIVE SERVICES AND COSTS OR LOSSES PERFORMED OR INCURRED, 
AND TO BE PERFORMED OR INCURRED, BY THE LENDER IN CONNECTION WITH THIS 
AGREEMENT AND SHALL UNDER NO CIRCUMSTANCES BE DEEMED TO BE CHARGES FOR 
THE USE OF MONEY PURSUANT TO OFFICIAL CODE OF GEORGIA ANNOTATED SECTION 
7-4-2 AND 7-4-18.  ALL CHARGES OTHER THAN CHARGES FOR THE USE OF MONEY 
SHALL BE FULLY EARNED AND NONREFUNDABLE WHEN DUE.

2.4.  Voluntary Reductions of  Commitments

     The Company shall have the right to terminate or reduce the amount 
of the Revolving Commitment or the Swingline Commitment at any time or 
from time to time; provided that: (i) the Company shall give notice of 
each such termination or reduction as provided in Section 3.3., which 
notice when given shall be irrevocable; (ii) each partial reduction 



<PAGE>


shall be in an aggregate amount at least equal to $1,000,000 or an 
integral multiple of $1,000,000 in excess thereof; and (iii) in no event 
shall any reduction reduce the amount of (x) the Revolving Commitment 
below an amount equal to the aggregate principal amount of all Loans 
then outstanding or (y) the Swingline Commitment below an amount equal 
to the aggregate principal amount of Swingline Loans then outstanding.  

2.5.        Reductions of Commitments Irrevocable

     Each of the Revolving Commitment and Swingline Commitment once 
terminated or reduced may not be reinstated or increased.

2.6.        Continuation and Conversion of Revolving Loans

     (a)    So long as no Default or Event of Default shall have 
occurred and be continuing, the Company may on any Business Day, with 
respect to any LIBOR Loan, elect to maintain such LIBOR Loan or any 
portion thereof as a LIBOR Loan by selecting a new Interest Period for 
such LIBOR Loan or portion.  Each new Interest Period selected under 
this Section shall commence on the last day of the immediately preceding 
Interest Period.  Each selection of a new Interest Period shall be made 
by the Company's giving of a notice in the form of Exhibit F (a "Notice 
of Continuation") within the time prescribed by Section 3.3.  Such 
notice by the Company of a Continuation shall specify (a) the effective 
date of such Continuation, (b) the LIBOR Loan and portion thereof 
subject to such Continuation and (c) the duration of the selected 
Interest Period, all of which shall be specified in such manner as is 
necessary to comply with all limitations on Loans outstanding hereunder.  
If the Company shall fail to select in a timely manner a new 
Interest Period for any LIBOR Loan in accordance with this Section, such 
Loan will automatically, on the last day of the current Interest Period 
therefor, Convert into a Base Rate Loan notwithstanding failure of the 
Company to comply with the immediately following subsection (b).

     (b)  So long as no Default or Event of Default shall have occurred 
and be continuing, the Company may on any Business Day, upon the 
Company's giving of a notice in the form of Exhibit G (a "Notice of 
Conversion"), Convert all or a portion of a Revolving Loan of one Type 
into a Loan of another Type.  In connection with any Conversion of a 
LIBOR Loan into a Base Rate Loan on a day other than the last day of an 
Interest Period for such LIBOR Loan the Company as a condition to such 
Conversion shall pay all amounts contemplated by Section 3.9.  Each such 
Notice of Conversion shall be given within the time prescribed by 
Section 3.3.  Subject to the restrictions specified above, each Notice 
of Conversion shall specify (a) the requested date of such Conversion, 
(b) the Type of Loan to be Converted, (c) the portion of such Type of 
Loan to be Converted, (d) the Type of Loan such Loan is to be Converted 
into and (e) if such Conversion is into a LIBOR Loan, the requested 
duration of the initial Interest Period of such Loan.  

     (c)  No more than four separate Interest Periods in respect of LIBOR Loans 
may be outstanding at any one time.

2.7.  Minimum Amounts

     Except for Conversions or prepayments made pursuant to Section 3.8., (a) 
each borrowing of LIBOR Loans (including a Continuation of, or 



<PAGE>


Conversion into, LIBOR Loans) shall be in an amount at least equal to 
$1,000,000 and integral multiples of $500,000 in excess thereof, 
(b) each borrowing of Base Rate Loans (including a Continuation of, or 
Conversion into, Base Rate Loans) that are not Swingline Loans shall be 
in an amount at least equal to $100,000 and integral multiples of 
$50,000 in excess thereof, and (c) each voluntary prepayment of 
Revolving Loans shall be in an amount at least equal to $100,000 and 
integral multiples of $50,000 in excess thereof (borrowings, prepayments 
or Conversions of Loans into Loans of different Types or, in the case of 
LIBOR Loans, having different Interest Periods, to be deemed separate 
borrowings, prepayments or Conversions for purposes of the foregoing, 
one for each Type or Interest Period).  Borrowings, prepayments and 
repayments of Swingline Loans shall be in the amounts required under 
Section 2.2.(b) and Section 2.11.(c).

2.8.  Fees

     (a)  The Company shall pay to the Lender on or before the Closing 
Date a facility fee in the amount of $71,250.

     (b)  The Company shall pay to the Lender a commitment fee on the 
daily average unused amount of the Revolving Commitment, for the period 
from and including the Closing Date to but not including the Termination 
Date at a per annum rate, computed in accordance with Section 3.2., 
equal to three-eighths of one percent (0.375%).  Accrued commitment fees 
shall be payable on March 31, June 30, September 30 and December 31 of 
each year and on the earlier of the date the Revolving Commitment is 
terminated in full and the Termination Date.  For purposes of this 
Section, borrowings of Swingline Loans shall be deemed to be a use of 
the Revolving Commitment.

     (c)    All fees shall be fully earned and non-refundable upon 
receipt.

2.9.  Notes

     (a)  The Revolving Loans made by the Lender shall be evidenced by a 
single promissory note to be executed by the Company in substantially 
the form of Exhibit H, dated the date hereof, payable to the Lender in a 
principal amount equal to the amount of the Revolving Commitment as 
originally in effect and otherwise duly completed.  As used herein, the 
term "Revolving Note" shall mean the promissory note provided for by 
this subsection.

     (b)  The Swingline Loans made by the Lender shall be evidenced by a 
single promissory note to be executed by the Company in substantially 
the form of Exhibit I, dated the date hereof, payable to the Lender in a 
principal amount equal to the amount of the Swingline Commitment as 
originally in effect and otherwise duly completed.  As used herein, the 
term "Swingline Note" shall mean the promissory note provided for by 
this subsection.

     (c)  The date and amount of each Loan made by the Lender to the 
Company, and each payment made on account of the principal thereof, 
shall be recorded by the Lender on its books and, prior to any transfer 
of the Note evidencing such Loans held by it, endorsed by the Lender on 
the schedule attached to such Note or any continuation thereof; provided 



<PAGE>


that the failure of the Lender to make any such recordation or 
endorsement shall not affect the obligations of the Company to make a 
payment when due of any amount owing under such Note.  Any such 
recordations or endorsements made by the Lender on its books or the 
Notes shall be conclusive and binding on the Company absent manifest 
error.

2.10.  Optional Prepayments
     The Company shall have the right to prepay Loans in whole or in 
part at any time or from time to time, without premium or penalty, 
except that in connection with any prepayment of LIBOR Loans on a day 
other than the last day of the Interest Period applicable thereto (other 
than in the case of a prepayment of all outstanding Loans and the 
termination of the Revolving Commitment and the Swingline Commitment), 
the Company as a condition to such prepayment shall pay all amounts 
contemplated by Section 3.9. in connection with such prepayment.

2.11.  Mandatory Prepayments of Loans and Reduction of Commitments

     (a)  Loans in Excess of Commitments.  If at any time the aggregate 
amount of Revolving Loans outstanding shall exceed the Revolving 
Commitment in effect at such time, the Company shall, within one 
Business Day, prepay the Revolving Loans in such amounts as shall be 
necessary so that the aggregate principal amount of the Revolving Loans 
outstanding shall not exceed the Revolving Commitment.  If at any time 
the aggregate amount of Swingline Loans outstanding shall exceed the 
Swingline Commitment in effect at such time, the Company shall, within 
one Business Day, prepay the Swingline Loans in such amounts as shall be 
necessary so that the aggregate principal amount of the Swingline Loans 
outstanding shall not exceed the Swingline Commitment.  If at any time 
the aggregate amount of all Loans outstanding shall exceed the Revolving 
Commitment in effect at such time, the Company shall, within one 
Business Day, prepay the Loans in such amounts as shall be necessary so 
that the aggregate principal amount of all Loans outstanding shall not 
exceed the Revolving Commitment.  

     (b)  Dispositions.  At the written request of the Lender, upon the 
receipt by the Company and the other Loan Parties of Net Proceeds in 
respect of all Dispositions after the date of this Agreement in an 
aggregate amount in excess of $10,000,000, the Revolving Commitment 
shall be automatically and permanently reduced by the amount by which 
such Net Proceeds exceeds $10,000,000 and the Company shall prepay the 
Loans in the amount, if any, required under the immediately preceding 
Subsection (a).

     (c)  Sweep of Operating Account.  At 5:00 p.m. of each Business 
Day, the Company shall repay a principal amount of Swingline Loans by an 
amount equal to the positive balance, if any, of available funds on 
deposit in the Operating Account as determined by the Lender at such 
time.  The Company hereby authorizes the Lender to deduct such amount 
from the Operating Account without notice to the Company, and to apply 
such amount in repayment of the then outstanding principal balance of 
Swingline Loans.  Neither the provisions of Section 2.7. nor 3.3. shall 
apply to repayments made pursuant to this subsection.

2.12.       Use of Proceeds



<PAGE>


The Company may use the proceeds of Revolving Loans solely (a) for its 
own general corporate purposes; (b) to fund loans by the Company to its 
Subsidiaries; (c) to provide financing for Acquisitions and (d) for 
general corporate purposes of such Subsidiaries; provided, however, no 
more than $30,000,000 in the aggregate of Revolving Loans at any one 
time outstanding may be used to finance Acquisitions, refinancing of 
Indebtedness for money borrowed and repurchasing capital stock of the 
Company.  The Company may only use the proceeds of Swingline Loans to 
cover payment of drafts drawn against the Operating Account as 
contemplated by Section 2.2.(b).

                  3.  PAYMENTS; COMPUTATIONS; TAXES; ETC.

3.1. Payments

     (a)  Except to the extent otherwise provided herein, all payments 
of principal, interest and other amounts to be made by the Company under 
this Agreement and the Notes and, except to the extent otherwise 
provided therein, all payments to be made by the Company under any other 
Credit Document, shall be made in Dollars, in immediately available 
funds, without deduction, set-off or counterclaim, to the Lender at its 
Applicable Lending Office, not later than 12:00 noon Atlanta, Georgia 
time on the date on which such payment shall become due (each such 
payment made after such time on such due date to be deemed to have been 
made on the next succeeding Business Day).

     (b)  The Company shall, at the time of making each payment under 
this Agreement or any Note, specify to the Lender the Loans or other 
Obligations to which such payment is to be applied (and in the event 
that it fails to so specify, or if an Event of Default has occurred and 
is continuing, the Lender may apply such payment to the Loans in such 
manner as it  may determine to be appropriate).

     (c)  If the due date of any payment under this Agreement or a Note 
would otherwise fall on a day which is not a Business Day, such date 
shall be extended to the next succeeding Business Day and interest shall 
be payable for any principal so extended for the period of such 
extension.

3.2.  Computations

     Interest on Loans and commitment fees shall be computed on the 
basis of a year of 360 days comprised of twelve thirty-day months for 
the actual days elapsed (including the first day but excluding the last 
day) occurring in the period for which such amounts are payable.

3.3.  Certain Notices

     Notwithstanding anything contained in Section 10.2. to the 
contrary, notices by the Company to the Lender of borrowings of 
Revolving Loans (which shall be in the form of Exhibit J, each a "Notice 
of Borrowing"), of optional terminations or reductions of the Revolving 
Commitment or the Swingline Commitment, optional prepayments of Loans, 
Notices of Conversion and Notices of Continuations shall be irrevocable 
and shall be effective only if received by the Lender in writing not 
later than 12:00 noon Atlanta, Georgia time on the number of Business 
Days prior to the date of the relevant optional termination, reduction, 



<PAGE>


borrowing, Continuation, Conversion or prepayment specified below:

<TABLE>
<CAPTION>

                                          Number of
                                         Business Days
         Notice                             Prior
         ------                          -------------
<S>                                      <C>
Borrowing of Base Rate Loans               Same Day
Borrowing of LIBOR Loans                       3
Notice of Conversion to a LIBOR Loan           3
Notice of Conversion to a Base Rate Loan       1
Notice of Continuation                         3
Termination or reduction of Revolving          2
Commitment or Swingline Commitment

</TABLE>

Subject to Section 2.4., each such notice of optional termination or 
reduction of the Revolving Commitment or the Swingline Commitment shall 
specify the amount of the Revolving Commitment or the Swingline 
Commitment, as applicable, to be terminated or reduced.  Each Notice of 
Borrowing or Conversion shall specify the Type of Loans to be borrowed 
or Converted and the amount of each Loan to be borrowed or Converted and 
the date thereof (which shall be a Business Day).

3.4.  Taxes

     (a)  Any and all payments by the Company hereunder shall be paid 
(except to the extent required by law) free and clear of and without 
deduction for any and all present or future taxes, levies, imposts, 
deductions, charges or withholdings, and all liabilities with respect 
thereto, excluding franchise taxes and taxes based on net income imposed 
on the Lender by the United States (or any political subdivision 
thereof) in which the Lender has its Applicable Lending Office (all such 
nonexcluded taxes, levies, imposts, deductions, charges, withholdings 
and liabilities being hereinafter referred to as "Taxes").  If the 
Company shall be required by law to deduct any Taxes from or in 
respect of any sum payable hereunder to the Lender (i) the sum payable 
by the Company shall be increased by the amount necessary so that after 
making all required deductions (including deductions applicable to 
additional sums payable under this Section 3.4.) the Lender shall 
receive an amount equal to the sum it would have received had no such 
deductions been made, (ii) the Company shall make such deductions, and 
(iii) the Company shall pay the full amount deducted to the relevant 
taxing authority or other Governmental Authority in accordance with 
Applicable Law.

     (b)  In addition, the Company agrees to pay any present or future 
stamp or documentary taxes or any other excise or property taxes, 
charges or similar levies which arise from any payment made hereunder or 
from the execution, delivery or registration of, or otherwise with 
respect to, this Agreement or any other Credit Document (hereinafter 
referred to as "Other Taxes").

     (c)  The Company will indemnify the Lender for the full amount of 
Taxes and Other Taxes (including any Taxes or Other Taxes imposed by any 
jurisdiction on amounts payable under this Section 3.4.) paid by the 
Lender and any liability (including penalties, interest and expenses) 
arising therefrom or with respect thereto, whether or not such Taxes or 
Other Taxes were correctly or legally asserted.  Such indemnification 



<PAGE>


shall be made within five Business Days after the date of receipt of a 
written demand therefor from the Lender.

     (d)  Within 30 days after the date of any payment of Taxes or Other 
Taxes withheld by the Company in respect of any payment to the Lender, 
the Company will furnish to the Lender, at its address referred to in 
Section 10.2., the original or a certified copy of a receipt evidencing 
payment thereof.

     (e)  If the Lender claims any additional amounts payable pursuant 
to this Section, the Lender shall use reasonable efforts (consistent 
with legal and regulatory restrictions) to file any certificate or 
document reasonably requested by the Company if the making of such a 
filing would avoid the need for or reduce the amount of any such 
additional amounts which may thereafter accrue and would not, in the 
sole determination of  the Lender, be otherwise disadvantageous to the 
Lender.

3.5.  Additional Costs

     (a)  Events Entitling the Lender to Receive Compensation.  The 
Company shall pay directly to the Lender from time to time such amounts 
as the Lender may determine in good faith to be necessary to compensate 
it for any costs which it determines are attributable to its making or 
maintaining any Loans or its obligation to make any Loans hereunder, or 
any reduction in any amount receivable by the Lender hereunder in 
respect of any of such Loans or such obligation (such increases in costs 
and reductions in amounts receivable being herein called "Additional 
Costs") resulting from any Regulatory Change which:

     (i)  changes the basis of taxation of any amounts payable to the 
Lender under this Agreement or any Note or any of such Loans (other than 
taxes imposed on or measured by the overall net income of the Lender or 
of its Applicable Lending Office for any of such Loans by the 
jurisdiction in which the Lender has its Applicable Lending Office);

     (ii)  imposes or modifies any reserve, special deposit or similar 
requirements relating to any extensions of credit or other assets of, or 
any deposits with or other liabilities of, the Lender, or any commitment 
of the Lender (including the Revolving Commitment or the Swingline 
Commitment), but only to the extent the Lender determines in good faith 
that such Additional Cost is not reflected in the Base Rate; or

     (iii)  imposes any other condition affecting the interests of  the 
Lender under this Agreement or any Note (or any of such extensions of 
credit or liabilities), the Revolving Commitment or the Swingline 
Commitment.

     (b)  Determination of Amount of Compensation.  Without limiting the 
effect of the foregoing provisions of this Section 3.5. (but without 
duplication), the Company shall pay directly to the Lender from time to 
time on request such amounts as the Lender may determine to be necessary 
to compensate the Lender (or, without duplication, the bank holding 
company of which  the Lender is a subsidiary) for any increased costs 
which it determines in good faith are attributable to the maintenance by 
the Lender (or any Applicable Lending Office or such bank holding 
company) of capital in respect of the Revolving Commitment or the 



<PAGE>


Swingline Commitment or Loans pursuant to any law or regulation or any 
interpretation, directive or request (whether or not having the force of law) 
of any court or governmental or monetary authority (i) following any 
Regulatory Change or (ii) implementing any risk-based capital guideline or 
requirement (whether or not having the force of law and whether or not the 
failure to comply therewith would be unlawful) hereafter issued by any 
government or governmental or supervisory authority implementing at the 
national level the Basle Accord (including, without limitation, the Final 
Risk-Based Capital Guidelines of the Board of Governors of the Federal 
Reserve System (12 CFR Part 208, Appendix A; 12 CFR Part 225, Appendix A) and 
the Final Risk-Based Capital Guidelines of the Office of the Comptroller of 
the Currency (12 CFR Part 3, Appendix A)), such compensation to include, 
without limitation, an amount equal to any reduction of the rate of return on 
assets or equity of  the Lender (or any Applicable Lending Office or such 
bank holding company) to a level below that which  the Lender (or any 
Applicable Lending Office or such bank holding company) could have achieved 
but for such law, regulation, interpretation, directive or request.  For 
purposes of this Section 3.5.(b), "Basle Accord" shall mean the proposals for 
risk-based capital framework described by the Basle Committee on Banking 
Regulations and Supervisory Practices in its paper entitled "International 
Convergence of Capital Measurement and Capital Standards" dated July 1988, as 
amended, modified and supplemented and in effect from time to time or any 
replacement thereof.

     (c)  Notice of the Occurrence of an Event Entitling Lender to 
Compensation. The Lender shall notify the Company of any event occurring 
after the date of this Agreement that will entitle the Lender to compensation 
under Section 3.5.(a) or (b) as promptly as practicable and shall furnish to 
the Company a certificate setting forth the basis and amount of each request 
by  the Lender for compensation, together with calculations in reasonable 
detail of such amount.  Determinations and allocations by the Lender for 
purposes of this Section 3.5. of the effect of any Regulatory Change pursuant 
to Section 3.5.(a), of the effect of capital maintained pursuant to Section 
3.5.(b) on its costs or rate of return of maintaining Loans or to make Loans 
or on amounts receivable by it in respect of Loans and of the amounts 
required to compensate the Lender under this Section, shall be made in a 
manner consistent with that applied by the Lender in similar contexts and 
shall be conclusive in the absence of manifest error.

3.6.  Limitation on Types of Loans

     Anything herein to the contrary notwithstanding, if on or prior to the 
determination of LIBOR for any Interest Period the Lender determines (which 
determination shall be conclusive) that:

          (a)  quotations of interest rates for the relevant deposits 
     referred to in the definition of "LIBOR" are not being provided in  
     the relevant amounts or for the relevant maturities for purposes of 
     determining rates of interest for LIBOR Loans as provided herein; 
     or
          (b)  the relevant rates of interest referred to in the 
     definition of LIBOR in this Agreement upon the basis of which the 
     rate of interest for LIBOR Loans for such Interest Period is to be 
     determined are not likely to adequately cover the cost to the 
     Lender of making or maintaining LIBOR Loans for such Interest 
     Period;



<PAGE>


then the Lender shall give the Company notice thereof, and so long as 
such condition remains in effect, the Lender shall be under no 
obligation to make additional LIBOR Loans, to Continue LIBOR Loans or to 
Convert Base Rate Loans into LIBOR Loans, and the Company shall, on the 
last day(s) of the then-current Interest Period(s) for the outstanding 
LIBOR Loans, either prepay such Loans or Convert such Loans into Base 
Rate Loans in accordance with Section 2.6.

3.7.  Illegality

     Notwithstanding any other provision of this Agreement, if it 
becomes unlawful for the Lender to honor its obligation to make or 
maintain LIBOR Loans hereunder, then the Lender shall promptly notify 
the Company thereof and the Lender's obligation to make or Continue, or 
to Convert Base Rate Loans into, LIBOR Loans shall be suspended until 
such time as the Lender may again make and maintain LIBOR Loans.

3.8.  Treatment of Affected Loans

     If the obligation of the Lender to make, Continue or Convert Base 
Rate Loans into LIBOR Loans shall be suspended pursuant to either of the 
immediately preceding Sections, all outstanding LIBOR Loans shall be 
automatically Converted into Base Rate Loans on the last day(s) of the 
current Interest Period(s) for such LIBOR Loans (or, in the case of a 
Conversion required by Sections 3.6. or 3.7., on such earlier date as 
the Lender may specify to the Company) and, unless and until the Lender 
gives notice as provided below that the circumstances specified in 
Sections 3.6. or 3.7. which gave rise to such Conversion no longer 
exist:

(a)  to the extent that any LIBOR Loans have been so Converted, all 
payments and prepayments of principal which would otherwise be applied 
to such LIBOR Loans shall be applied instead to the Base Rate Loans; and

(b)  all Loans which would otherwise be made or Continued as LIBOR Loans 
shall be made or Continued instead as Base Rate Loans and all Base Rate 
Loans which would otherwise be Converted into LIBOR Loans shall remain 
as Base Rate Loans.

     If the Lender gives notice to the Company that the circumstances 
specified in Sections 3.6. or 3.7. which gave rise to the Conversion of 
LIBOR Loans pursuant to this Section no longer exist at a time when 
LIBOR Loans are outstanding, the Lender's Base Rate Loans shall be 
automatically Converted, at the option of the Company.

3.9.  Compensation

     The Company shall pay the Lender such amount or amounts as shall be 
sufficient to compensate the Lender for any loss, cost, or expense which 
the Lender determines in good faith is attributable to: (a) any payment, 
prepayment or Conversion of a LIBOR Loan for any reason (including, 
without limitation, the acceleration of the Loans pursuant to 
Article 9.) on a date other than the last day of the Interest Period for 
such Loan; or (b) any failure by the Company for any reason, including 
without limitation, the failure of any of the conditions precedent 
specified in Article 4. to be satisfied, to borrow a LIBOR Loan from the 



<PAGE>


Lender on the date for such borrowing specified in the relevant Notice 
of Borrowing given pursuant to Section 2.2.  Without limiting the effect 
of the preceding sentence, such compensation shall include an amount 
equal to the excess, if any, of (i) the amount of interest which 
otherwise would have accrued on the principal amount so paid, prepaid or 
Converted or not borrowed for the period (the "Remaining Period") from 
the date of such payment, prepayment, Conversion or failure to borrow to 
the last day of the then-current Interest Period for such Loan (or, in 
the case of a failure to borrow, the Interest Period for such Loan which 
would have commenced on the date specified for such borrowing) at the 
applicable rate of interest for such Loan provided for herein over 
(ii) the amount of interest which would otherwise have accrued on such 
principal amount during the Remaining Period at a rate per annum equal 
to the sum of (x) the Adjusted LIBO Rate determined as of the first day 
of the Remaining Period which would apply to a LIBOR Loan having a 
principal amount equal to or comparable to such principal amount and a 
term comparable to the Remaining Period (as determined in good faith by 
the Lender) plus (y) the Applicable Margin.

                              4.  CONDITIONS PRECEDENT

4.1  Initial Loans

The effectiveness of this Agreement and obligation of the Lender to make the
initial Loans hereunder are subject to the following conditions:

      (a)  Corporate Documents.  The Lender shall have received the 
following documents, each certified as indicated below:

          (i)  a copy of the charter, as amended, of the Company, 
     certified as of a recent date by the Secretary of State of the 
     jurisdiction of its formation, and a certificate as of a recent 
     date from such Secretary of State as to the good standing of and 
     charter documents filed by such Loan Party, listing each amendment 
     thereto and showing that all franchise taxes have been paid; and

          (ii)  a certificate of the secretary of each Loan Party, dated 
     the Closing Date and certifying (A) that such Loan Party's by-laws 
     have not been amended since the date of certification thereof under 
     the Existing Credit Agreement, or if they have been amended, that 
     attached thereto is a true and complete copy of such amendment,  
     (B) that attached thereto is a true and complete copy of 
     resolutions duly adopted by such Loan Party's board of directors 
     authorizing the execution, delivery and performance of each of the 
     Credit Documents to which such Loan Party is a party, and that such 
     resolutions have not been modified, rescinded or amended and are in 
     full force and effect, and (C) that such Loan Party's charter has 
     not been amended since, in the case of the Company, the date of the 
     certification thereto furnished pursuant to subsection (i) above 
     and in the case of each other Loan Party, as of the date of 
     certification thereof under the Existing Credit Agreement or if 
     such charter has been amended, that attached thereto is a true and 
     complete copy of such amendment.

     (b)  Notes.  The Lender shall have received the Revolving Note and 
the Swingline Note, duly completed and executed by the Company.



<PAGE>

     (c)  Insurance.  The Lender shall have received certificates of 
insurance evidencing the existence of all insurance required to be 
maintained by each Loan Party pursuant to the Credit Documents to which 
it is a party and Section 6.4. hereof, together with loss payable 
clauses as required by such Credit Documents.  In addition, the Company 
shall have delivered a certificate of the chief financial officer of the 
Company stating that such insurance is in full force and effect and that 
all premiums then due and payable thereon have been paid.

     (d)  Historical Financial Statements.  The Lender shall have 
received the following in form and substance satisfactory to the Lender: 
(i) audited consolidated balance sheets and statements of operations and 
cash flows of the Company and its Consolidated Subsidiaries for the 
fiscal year ended December 29, 1996, and (ii) unaudited consolidated 
balance sheets and statements of operations and cash flows of the 
Company and its Consolidated Subsidiaries for the fiscal quarter ending 
March 30, 1997 (collectively, the "Historical Financial Statements").

     (e)  Fees, Expenses and Other Consideration.  The Lender shall have 
received all amounts payable by the Company in respect of fees and 
expenses, including the fees required by Section 2.8.(a), and accrued 
and unpaid fees due under Section 2.8.(b) of the Existing Credit 
Agreement, and attorneys' fees, to the extent due and payable on or 
prior to the making of the initial Loans hereunder, and the Lender shall 
have received all other consideration due from the Company in connection 
therewith.

      (f)  Guaranty.  The Lender shall have received the Guaranty, duly 
executed and delivered by the Loan Parties (other than the Company, 
Bioscot and the FSC).

     (g)  Security Agreement.  The Lender shall have received the 
Security Agreement, duly executed and delivered by the Loan Parties 
(other than Bioscot and the FSC).  In addition, each of such Loan 
Parties shall have delivered to the Lender duly executed copies of UCC 
financing statements and UCC amendment statements, and taken such other 
action, as the Lender shall have reasonably requested in order to 
perfect the security interests created pursuant to the Security 
Agreement.

     (h)  Pledge Agreement.  The Lender shall have received the Pledge 
Agreement duly executed by each Loan Party owning capital stock in any 
other Loan Party.  In addition, the Lender shall have received each of 
the following: (i) all stock certificates representing all (or in the 
case of Bioscot and the FSC, 65%) of the issued and outstanding capital 
stock of each of such other Loan Parties and (ii) stock powers duly 
endorsed in blank relating to all such stock certificates.

     (i)  Assignment of Acquisition Documents.  The Lender shall have 
received the Assignment of Acquisition Documents duly executed by the 
Loan Parties.  

     (j)  Trademark Collateral Assignment and Security Agreement.  The 
Lender shall have received an Amended and Restated Trademark Collateral 
Assignment and Security Agreement, duly executed and delivered by 
Serologicals Royalty Company in form acceptable to the Lender and the 
Company.


<PAGE>

     (k)  Opinions of Counsel.  The Lender shall have received the 
opinion of (i) Shereff, Friedman, Hoffman & Goodman, LLP, counsel to 
Loan Parties, in form acceptable to the Lender and (ii) Glass, 
McCullough, Sherrill & Harrold, local counsel to Loan Parties, in form 
acceptable to the Lender.

     (l)  Other Documents.  The Lender shall have received such other 
documents as the Lender or counsel to the Lender may reasonably request 
in connection with this Agreement.

4.2  Initial and Subsequent Extensions of Credit

     The obligation of the Lender to make any Loan hereunder (including 
the initial Loans) is subject to the further condition precedent that, 
both immediately prior to the making of such Loan and also after giving 
effect thereto:

     (a)  no Default or Event of Default shall have occurred and be 
continuing;

     (b)  the representations and warranties made or deemed made by the 
Company in Article 5. and by the Company and the other Loan Parties in 
each of the other Credit Documents shall be true, complete and correct 
in all material respects on and as of the date of the making of such 
extension of credit with the same force and effect as if made on and as 
of such date (or, in the case of any such representation and warranty 
made only as of a particular date, as of such particular date);

     (c)  no change that is material and adverse shall have occurred in 
the business, property, assets, liabilities, condition (financial or 
otherwise), operations, results of operations or prospects of the 
Company and its Subsidiaries taken as a whole since the date of the 
audited financial statements of the Company most recently delivered to 
the Lender under Section 4.1.(d) or 6.1.(a), as applicable; and

     (d)  in the case of a Revolving Loan, the Lender shall have timely 
received a duly executed Notice of Borrowing.

     Each Notice of Borrowing hereunder (and the making of any Swingline 
Loan) shall constitute a certification by the Company to the effect set 
forth in subsections (a) and (c) above (both as of the date of such 
notice and as of the date of such extension of credit).

4.3.  Conditions to Significant Acquisitions

     The right of the Company to consummate a Significant Acquisition of 
a Seller without violating Section 7.1., and the obligation of the 
Lender to make any Revolving Loan hereunder, the proceeds of which will 
be used to finance such Acquisition, are subject to the satisfaction of the
following conditions:

     (a)  Historical Financial Statements.  The Lender shall have 
received not less than 10 Business Days prior to the date (the 
"Acquisition Date"01/21/98) such Revolving Loan is to be made or such 
Acquisition is to be consummated, the following in form and substance 
satisfactory to the Lender: (i) an audited (or unaudited if audited 

<PAGE>

statements are not available) balance sheet, statement of operations and 
statement of cash flows for such Seller for the two fiscal years most 
recently ended and (ii) if then available, an unaudited balance sheet, 
statement of operations and statement of cash flows for such Seller for 
the fiscal quarter most recently ending prior to the Acquisition Date 
(collectively, the "Acquisition Historical Financial Statements").

     (b)  Pro Forma Financial Statements.  The Lender shall have 
received not less than 10 Business Days prior to the Acquisition Date, 
the following in form and substance satisfactory to the Lender: (i) a 
pro forma balance sheet, statement of operations and statement of cash 
flows for such Seller, the Company and its Consolidated Subsidiaries 
prepared on a combined basis for the two fiscal years most recently 
ended and (ii) if then available, a pro forma balance sheet, statement 
of operations and statement of cash flows for such Seller, the Company 
and its Consolidated Subsidiaries prepared on a combined basis for the 
fiscal quarter most recently ending prior to the Acquisition Date 
(collectively, the "Acquisition Pro Forma Financial Statements").

     (c)  Confirmation of Covenant Compliance.  The Lender shall have 
received not less than 10 Business Days prior to the Acquisition Date, a 
certificate from the Company in form and substance satisfactory to the 
Lender, setting forth the calculations of the Company establishing 
compliance with the covenants contained in this Agreement, including 
without limitation, those contained in Article 8., (i) immediately after 
giving effect to such Acquisition and (ii) on a combined basis with the 
Seller as of the end of the fiscal year most recently ended.

     (d)  Description of Transaction.  The Lender shall have received 
not less than 10 Business Days prior to the Acquisition Date, (x) a 
written description of the Acquisition in detail reasonably satisfactory 
to the Lender, such description to include a description of (i) the 
purchase price of such Acquisition, (ii) the method and structure of 
payment thereof and (iii) the Seller and (y) the current draft of the 
Purchase Agreement.

     (e)  Corporate Documents.  If such Acquisition involves any New 
Subsidiaries, the Lender shall have received the following documents, 
each certified as indicated below:

          (i)  a copy of the charter of each such New Subsidiary, 
     certified as of a recent date by the Secretary of State of the 
     jurisdiction of its formation, and a certificate as of a recent 
     date from such Secretary of State as to the good standing of and 
     charter documents filed by such New Subsidiary, listing each 
     amendment thereto and showing that all franchise taxes have been 
     paid, or other evidence satisfactory to the Lender that such New 
     Subsidiary is in good standing in such jurisdiction;

          (ii)  a certificate as of a recent date from the Secretary of State 
     of each state in which each such New Subsidiary is required to qualify 
     to do business as a foreign corporation to the effect that such New 
     Subsidiary is so qualified, or, if unavailable, evidence satisfactory to 
     the Lender that each such New Subsidiary has taken appropriate steps to 
     so qualify; and

          (iii)  a certificate of the secretary or assistant of each 

<PAGE>

     such New Subsidiary, dated the Acquisition Date and certifying (A) 
     that attached thereto is a true and complete copy of such New 
     Subsidiary's by-laws as in effect on the date of such certificate, 
     (B) that attached thereto is a true and complete copy of 
     resolutions duly adopted by such New Subsidiary's board of 
     directors authorizing the execution, delivery and performance of 
     each of the Credit Documents to which such New Subsidiary is or is 
     to be a party, and that such resolutions have not been modified, 
     rescinded or amended and are in full force and effect, (C) that 
     such New Subsidiary's charter has not been amended since the date 
     of the certification thereto furnished pursuant to subsection (i) 
     above, and (D) as to the incumbency and specimen signature of each 
     of such New Subsidiary's officers executing each of such Credit 
     Documents (and the Lender may conclusively rely on such certificate 
     until the Lender receives notice in writing from such New 
     Subsidiary, to the contrary).

     (f)  Acquisition.  On the Acquisition Date: (i) the applicable 
Purchase Agreement shall be in full force and effect; (ii) none of the 
parties to such Purchase Agreement shall have failed to perform any 
material obligation or covenant required by such Purchase Agreement to 
be performed or complied with by it on or before the Acquisition Date; 
and (iii) if proceeds of a Loan are being used to finance in whole or in 
part such Acquisition, the Lender shall have received a certificate from 
the Company's chief executive or chief financial officer to the effect 
set forth in the immediately preceding clauses (i) and (ii).

     (g)  Acquisition Documents.  The Lender shall have received fully 
executed copies of all of the Acquisition Documents and all amendments, 
waivers and consents relating thereto.

     (h)  Lien Searches.  The Lender shall have received favorable UCC, 
tax, judgment and lien search reports in form and substance satisfactory 
to the Lender with respect to the Seller and each New Subsidiary in all 
necessary or appropriate jurisdictions and under all legal and 
appropriate trade names indicating that there are no prior liens on any 
of the Collateral other than Permitted Liens or Liens to be released 
prior to or at the time of the consummation of such Significant 
Acquisition.

     (i)  Accession Agreement.  If such Acquisition involves any New 
Subsidiary, the Lender shall have received an Accession Agreement duly 
executed by such New Subsidiary, which Accession Agreement shall, in 
addition to making such New Subsidiary a party to the Guaranty and the 
Security Agreement, make such New Subsidiary a party to (A) the Pledge 
Agreement, if such New Subsidiary owns any issued and outstanding 
capital stock of any other Loan Party and (B) the Assignment of 
Acquisition Documents, if such New Subsidiary has any rights under the 
Purchase Agreement or other Acquisition Documents being executed in 
connection with such Acquisition.

     (j)  Acknowledgment to Assignment of Acquisition Documents.  The 
Borrower shall use its best efforts to deliver to the Lender an 
acknowledgment with respect to the Assignment of Acquisition Documents 
from the Sellers under the applicable Acquisition Documents, in the form 
attached thereto.


<PAGE>

     (k)  Financing Statements.  Each such New Subsidiary shall have 
delivered to the Lender duly executed UCC financing statements, and 
taken such other action, as the Lender shall have reasonably requested 
in order to perfect the security interest granted by each such New 
Subsidiary pursuant to the Security Agreement.

     (l)  Pledge of Stock.  The Lender shall have received from each 
Loan Party owning any issued and outstanding capital stock of each such 
New Subsidiary, either an amendment (in form and substance satisfactory 
to the Lender) to the Pledge Agreement subjecting to the Lien thereof 
such capital stock or if any such Loan Party is not yet a party to the 
Pledge Agreement, an Accession Agreement executed by such Loan Party 
making such Loan Party a party to the Pledge Agreement.  In addition, 
the Lender shall have received each of the following: (i) all stock 
certificates representing all of such capital stock, and (ii) stock 
powers duly endorsed in blank by the applicable Loan Parties relating to 
all such stock certificates.

     (m)  Opinions of Counsel.  The Lender shall have received an 
opinion counsel to the Loan Parties regarding (i) the due organization 
of each such New Subsidiary; (ii) the corporate authority of any New 
Subsidiary or other Loan Party delivering a Credit Document pursuant to 
this Section; (iii) the execution, delivery and enforceability of such 
Credit Documents; (iv) noncontravention of Applicable Law (other than 
applicable health care laws, regulations and rules) by such Acquisition 
or by the execution, delivery and performance by such New Subsidiary and 
such Loan Parties of such Credit Documents; (v) validity and perfection 
of any security interests granted under any Security Document delivered 
under this Section and (vi) such other matters as the Lender or its 
counsel may reasonably request.

     (n)    Other Documents.  The Lender shall have received such other 
documents as the Lender or its counsel may reasonably request. The conditions 
contained in the immediately preceding subsections (e) and (g) through (n) 
must be satisfied  no later than 60 days following the Acquisition Date.

4.4.  Conditions to Non-Significant Acquisitions

     Within 60 days (or such earlier date as may be provided below) after the 
date of consummation of an Acquisition that is not a Significant Acquisition, 
the Company shall deliver to the Lender, each of the following in form and 
substance satisfactory to the Lender:

     (a)  Historical Financial Statements.  The Lender shall have 
received not less than 3 Business Days prior to the Acquisition Date, 
the following Acquisition Historical Financial Statements in form and 
substance satisfactory to the Lender: (i) an audited (or unaudited if 
audited statements are not available) balance sheet, statement of 
operations and statement of cash flows for such Seller for the fiscal 
year most recently ended and (ii) if then available, an unaudited 
balance sheet, statement of operations and statement of cash flows for 
such Seller for the fiscal quarter most recently ending prior to the 
Acquisition Date.

     (b)  Pro Forma Financial Statements.  The Lender shall have 
received not less than 3 Business Days prior to the Acquisition Date, 


<PAGE>

the following Acquisition Pro Forma Financial Statements in form and 
substance satisfactory to the Lender: (i) a pro forma balance sheet, 
statement of operations and statement of cash flows for such Seller, the 
Company and its Consolidated Subsidiaries prepared on a combined basis 
for the fiscal year most recently ended and (ii) if then available, a 
pro forma balance sheet, statement of operations and statement of cash 
flows for such Seller, the Company and its Consolidated Subsidiaries 
prepared on a combined basis for the fiscal quarter most recently ending 
prior to the Acquisition Date.

     (c)  Confirmation of Covenant Compliance.  The Lender shall have 
received not less than 3 Business Days prior to the Acquisition Date, a 
certificate from the Company in form and substance satisfactory to the 
Lender, setting forth the calculations of the Company establishing 
compliance with the covenants contained in this Agreement, including 
without limitation, those contained in Article 8., (i) immediately after 
giving effect to such Acquisition and (ii) on a combined basis with the 
Seller as of the end of the fiscal year most recently ended.

     (d)  Corporate Documents.  If such Acquisition involved any New 
Subsidiaries, a copy of the charter of each such New Subsidiary, 
certified as of a recent date by the Secretary of State of the 
jurisdiction of its formation, and a certificate as of a recent date 
from such Secretary of State as to the good standing of and charter 
documents filed by such New Subsidiary, listing each amendment thereto 
and showing that all franchise taxes have been paid;

     (e)  Lien Searches.  The Lender shall have received from the 
Borrower copies of all UCC, tax, judgment and lien search reports, if 
any, undertaken by the Borrower with respect to the Seller and each New 
Subsidiary.

     (f)  Accession Agreement.  If such Acquisition involves any New 
Subsidiary, the Lender shall have received an Accession Agreement duly 
executed by such New Subsidiary, which Accession Agreement shall, in 
addition to making such New Subsidiary a party to the Guaranty and the 
Security Agreement, make such New Subsidiary a party to the Pledge 
Agreement, if such New Subsidiary owns any issued and outstanding 
capital stock of any other Loan Party.

     (g)  Financing Statements.  Each such New Subsidiary shall have 
delivered to the Lender duly executed copies of UCC financing 
statements, and taken such other action, as the Lender shall have 
reasonably requested in order to perfect the security interest granted 
by each such New Subsidiary pursuant to the Security Agreement.

     (h)  Pledge of Stock.  The Lender shall have received from each 
Loan Party owning any issued and outstanding capital stock of each such 
New Subsidiary, either an amendment (in form and substance satisfactory 
to the Lender) to the Pledge Agreement subjecting to the Lien thereof 
such capital stock or if any such Loan Party is not yet a party to the 
Pledge Agreement, an Accession Agreement executed by such Loan Party 
making such Loan Party a party to the Pledge Agreement.  In addition, 
the Lender shall have received each of the following: (i) all stock 
certificates representing all of such capital stock, and (ii) stock 
powers duly endorsed in blank by the applicable Loan Parties relating to 
all such stock certificates.

<PAGE>

                    5.  REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Lender that the following 
statements are, and after giving effect to the Transactions, will be, 
true and correct:

5.1.  Corporate Existence

     Each of the Company and the other Loan Parties (a) is a corporation 
duly organized and validly existing and in good standing under the laws 
of the jurisdiction of its organization; (b) has all requisite corporate 
power, and has all governmental licenses, authorizations, consents and 
approvals, necessary to own its assets and carry on its business as now 
being or as proposed to be conducted and to consummate the Transactions; 
and (c) is qualified to do business in all jurisdictions in which the 
nature of the business conducted by it makes such qualification 
necessary, except where failure so to qualify would not have a Material 
Adverse Effect, all of which such jurisdictions are set forth on 
Schedule 5.1.

5.2.  Authorization; No Conflict

     The execution, delivery and performance by the Company and the 
other Loan Parties of each of the Credit Documents and the Acquisition 
Documents to which any is a party and the consummation of the 
Transactions (a) have been duly authorized by all requisite corporate 
and, if required, stockholder action on the part of the Company and each 
such Loan Party and (b) will not (i) to the Company's actual knowledge, 
violate any provision of Applicable Law, or any order of any 
Governmental Authority, (ii) violate any provision of the certificate of 
incorporation or by-laws of the Company or any other Loan Party, (iii) 
violate, conflict with, result in a breach of or constitute (alone or 
with notice or lapse of time or both) a default or an event of default 
under any Material Contract to which the Company or any other Loan Party 
is a party or by which the Company or any other Loan Party or any of its 
property is or may be bound, or (iv) result in the creation or 
imposition of any Lien upon any property or assets of the Company or any 
other Loan Party (except pursuant to the Security Documents).

5.3.  Enforceability

     This Agreement, each other Credit Document, and each Acquisition 
Document have been duly executed and delivered by the Company and each 
of the other Loan Parties (to the extent it is a party thereto) and 
constitute the legal, valid and binding obligations of the Company and 
the other Loan Parties enforceable against the Company and the other 
Loan Parties in accordance with their respective terms, except (a) as 
the same may be limited by bankruptcy, insolvency, reorganization, 
moratorium, fraudulent conveyance or other laws affecting generally the 
enforcement of creditors' rights and by general principles of equity 
(regardless of whether considered in a proceeding in equity or at law) 
and (b) that obligations of a Loan Party resulting solely from being 
jointly and severally liable under a Credit Document for the obligations 
(the "Primary Obligations") of another Loan Party primarily responsible 
for the performance of such Primary Obligations may not be enforceable; 
provided, however, the lack of such enforceability does not (i) limit in 


<PAGE>

any way the enforcability of any of the Primary Obligations and (ii) 
does not make the principal remedies afforded by such Credit Document 
inadequate for the practical realization of the principal rights, 
benefits or security provided thereby.

5.4.  Approvals

     To the Company's actual knowledge, no authorizations, approvals or 
consents of, no filings or registrations with, and notices to any 
Governmental Authority are necessary for the execution, delivery or 
performance by the Company and the other Loan Parties of the Credit 
Documents, and the Acquisition Documents to which any of them is a party 

or for the validity or enforceability thereof, except for (a) filings 
and recordings in respect of the Liens created pursuant to the Security 
Documents, (b) such authorizations, approvals, consents, filings, 
registrations or notices as shall have been obtained.

5.5.  Financial Condition

     (a)  The Historical Financial Statements are materially complete 
and correct and fairly present the financial condition and results of 
operations of the Company and its Consolidated Subsidiaries as of and 
for the periods covered thereby.  There has been no material adverse 
change in the business, property, assets, liabilities, condition 
(financial or otherwise), operations, results of operations or prospects 
of the Company and its Subsidiaries taken as a whole since the date of 
the audited financial statements of the Company most recently delivered 
to the Lender under Section 4.1.(d) or 6.1.(a), as applicable.

     (b)  Except as set forth on Schedule 5.6. or in the financial 
statements most recently delivered to the Lender under Section 6.1.(a) 
or (b), to the Company's actual knowledge the Company and its 
Subsidiaries have no liabilities, contingent or otherwise, which could 
reasonably be expected to have a Material Adverse Effect.

     (c)  To the Company's actual knowledge (i) the Acquisition 
Historical Financial Statements of the Seller fairly present the 
financial condition and results of operations of the Seller as of and 
for the periods covered thereby; (ii) the Acquisition Pro Forma 
Financial Statements of the Seller, the Company and its Consolidated 
Subsidiaries fairly present the combined financial condition and results 
of operations of the Seller, the Company and its Consolidated 
Subsidiaries as of and for the periods covered thereby and (iii) there 
has been no material adverse change in the business, property, assets, 
liabilities, condition (financial or otherwise), operations, results of 
operations or prospects of the Seller since the end of such Seller's 
immediately preceding fiscal year.

5.6.  Litigation

     Except as set forth on Schedule 5.6. or in any written notice 
delivered by the Company pursuant to Section 6.1.(g)(D) or Section 6.2., 
there are no actions, suits or proceedings at law or in equity by or 
before any Governmental Authority now pending or, to the Company's 
actual knowledge, threatened against the Company or any other Loan Party 
or their respective business, property or rights (i) which involve any 

<PAGE>

Credit Document, any Acquisition Document or any Transaction or (ii) 
which, if adversely determined could reasonably be expected to, 
individually or in the aggregate, result in a Material Adverse Effect.  
There exists no judgment, order, injunction or other restraint issued or 
filed which is material to the Company or any other Loan Party, or any 
of their respective businesses, properties or rights, or which prohibits 
or adversely affects any of the Transactions.

5.7.  Federal Reserve Regulations

     Neither the Company nor any of the other Loan Parties is engaged in 
the business of extending credit for the purpose, whether immediate, 
incidental or ultimate, of buying or carrying Margin Stock.  No part of 
the proceeds of any extension of credit hereunder, whether directly or 
indirectly, and whether immediately, incidentally or ultimately, will be 
used (i) to purchase or carry Margin Stock or to extend credit to others 
for the purpose of purchasing or carrying Margin Stock or to refund 
indebtedness originally incurred for such purpose, or (ii) for any 
purpose which entails a violation of, or which is inconsistent with, the 
provisions of the Regulations of the Board of Governors of the Federal 
Reserve System, including Regulations G, T, U or X.  As used herein, the 
term "Margin Stock" shall mean margin stock within the meaning of 
Regulations G, T, U and X.

5.8.  ERISA

     (a)  Neither the Company nor any other Loan Party maintains or 
contributes to any Employee Benefit Plan or Multiemployer Plan other 
than those identified on Schedule 5.8. and those of which the Company 
has given written notice to the Lender after the date of this Agreement.

     (b)  The Company and each other Loan Party are in compliance in all 
material respects with all applicable provisions of ERISA and the Code 
with respect to all Employee Benefit Plans.  Each Employee Benefit Plan 
that is intended to be qualified under Section 401(a) of the Code has 
been determined by the Internal Revenue Service to be so qualified, and 
each trust related to such Plan has been determined to be exempt from 
federal income tax under Section 501(a) of the Code.  The actuarial 
present value of all accumulated benefit obligations under each Plan, as 
disclosed in the most recent actuarial report with respect to such Plan, 
does not exceed the fair market value of the assets of such Plan.  No 
material liability has been incurred by the Company or any other Loan 
Party or any of their ERISA Affiliates which remains unsatisfied for any 
taxes, penalties or other amount (other than contributions in the 
ordinary course) with respect to any Employee Benefit Plan or any 
Multiemployer Plan, and to the Company's actual knowledge no such 
material liability is expected to be incurred.

     (c)  Neither the Company nor any other Loan Party has: (i) engaged 
in a nonexempt prohibited transaction described in Section 406 of ERISA 
or Section 4975 of the Code; (ii) incurred any liability to the PBGC 
which remains outstanding other than the payment of premiums and there 
are no premium payments which are due and unpaid; (iii) failed to make a 
required contribution or payment to a Multiemployer Plan; or (iv) failed 
to make a required installment or other required payment under Section 
412 of the Code, which, in the case of any of the immediately preceding 
clauses (i) through (iv), could reasonably be expected to have a 

<PAGE>

Material Adverse Effect.

     (d)  No ERISA Event has occurred or is reasonably expected to occur 
with respect to any Plan or Multiemployer Plan maintained or contributed 
to by the Company or any other Loan Party which could reasonably be 
expected to have a Material Adverse Effect.

     (e)  Except as set forth on Schedule 5.6. or in any written notice 
delivered by the Company pursuant to Section 6.2., no proceeding, claim, 
lawsuit and/or investigation is existing or, to the Company's actual 
knowledge, threatened concerning or involving any Employee Benefit Plan 
or Multiemployer Plan maintained or contributed to by the Company or any 
other Loan Party which, if adversely determined could reasonably be 
expected to, individually or in the aggregate, have a Material Adverse 
Effect.

5.9.  Taxes

     Each of the Company and the other Loan Parties has filed all 
federal income tax returns and all other tax returns and reports, 

domestic and foreign, required to be filed by it and has paid all taxes, 
assessments, fees and other governmental charges shown to be due and 
payable by it on such returns or reports, in each case, the failure of 
which to file or pay could reasonably be expected to have a Material 
Adverse Effect.  All such returns are true and correct in all material 
respects.  Each of the Company and the other Loan Parties has paid or, 
in the case of taxes which are not yet due and payable or are being 
contested in good faith, has provided adequate reserves for the payment 
of, all federal, state and foreign taxes applicable for all prior fiscal 
years and for the current fiscal year to the date hereof, the failure of 
which taxes to pay could reasonably be expected to have a Material 
Adverse Effect. There is no proposed tax assessment against the Company 
or any other Loan Party which could reasonably be expected to have a 
Material Adverse Effect.

5.10.  Investment Company Act

     Neither the Company nor any other Loan Party is an "investment 
company" nor a company "controlled" by an "investment company" within 
the meaning of the Investment Company Act of 1940, as amended.

5.11.  Public Utility Holding Company Act

     Neither the Company nor any other Loan Party is a "holding company" 
nor an "affiliate" of a "holding company" or a "subsidiary company" of a 
"holding company" within the meaning of the Public Utility Holding 
Company Act of 1935, as amended.

5.12.  Material Agreements

     Other than this Agreement, the other Credit Documents, the 
Acquisition Documents and except as set forth on Schedule 5.12. or in 
any written notice delivered by the Company to the Lender after the date 
of this Agreement, neither the Company nor any other Loan Party is a 
party to any agreement or instrument or subject to any corporate 
restriction that has resulted or could reasonably be expected to result 

<PAGE>

in a Material Adverse Effect.

5.13.  Environmental and Safety Matters

     Except as set forth on Schedule 5.13. or in any written notice 
delivered by the Company pursuant to Section 6.1.(g), and except for 
such of the following as, individually or in the aggregate, would not 
result in liability to the Company or any other Loan Party in an amount 
in excess of $1,000,000:

     (a)  The Company and each of the other Loan Parties have obtained 
all permits, licenses and other authorizations which are required under 
Environmental and Safety Laws (collectively "Permits"), all of which are 
listed on Schedule 5.13. hereto.

     (b)  The Company and each of the other Loan Parties have complied 
and are in compliance with the terms and conditions of all Permits and 
with all Environmental and Safety Laws.

     (c)  With respect to the Company and each of the other Loan 
Parties, no notice, notification, demand, request for information, 
citation, summons or order has been issued, no complaint has been filed, 
no penalty has been assessed and no investigation is pending or, to the 
Company's actual knowledge, threatened by any Person with respect to any 
alleged failure to obtain any Permits or any violation of any 
Environmental and Safety Laws, or with respect to the generation, 
treatment, storage, recycling, transportation, discharge or disposal, or any 
Release or threatened Release, of any Hazardous Materials.

     (d)  No property or facility now or previously owned or operated by 
the Company or any of the other Loan Parties has been, to the actual 
knowledge of the Company, or is presently operated by the Company or any 
of the other Loan Parties in a manner which requires permitting as a 
hazardous waste treatment, storage or disposal facility for purposes of 
RCRA or any analogous state law.

     (e)  None of the following is (i) present at any property or facility 
now owned or operated by the Company or any of the other Loan Parties or (ii) 
to the Company's actual knowledge, present at any property or facility 
previously owned or operated by the Company or any of its Subsidiaries: (A) 
polychlorinated biphenyls contained in electrical or other equipment; (B) 
asbestos-containing insulation or building material; or (C) active or 
inactive underground storage tanks.

     (f)  No Hazardous Materials have been released by the Company or any of 
the other Loan Parties into the environment at or from any property or 
facility now or previously owned or operated by the Company or any of the 
other Loan Parties so as to give rise to any present or future liability or 
obligation under any Environmental and Safety Laws.

     (g)  Neither the Company nor any of the other Loan Parties have 
transported or, to the Company's actual knowledge, arranged for the 
transportation of any Hazardous Material to any location which is on the 
CERCLA National Priorities List (or proposed for such listing), the CERCLIS 
list or any similar state list or which is the subject of federal, state or 
local enforcement actions or other investigations which may lead to claims 
against the Company or any of its Subsidiaries under any Environmental and 
Safety Laws.

<PAGE>

     (h)  No oral or written notification of a Release of a Hazardous 
Material has been made by or on behalf of the Company or any of the other 
Loan Parties and no property or facility now owned or operated by the Company 
or any of the other Loan Parties is on the CERCLA National Priorities List 
(or proposed for such listing), the CERCLIS list or any similar state list.  
To the Company's actual knowledge, no property or facility previously owned 
or operated by the Company or any of its Subsidiaries is on the CERCLA 
National Priorities List (or proposed for such listing), the CERCLIS list or 
any similar state list.

     (i)  No Liens have arisen under or pursuant to any Environmental and 
Safety Laws on any property or facility now owned or operated by the Company 
or any of the other Loan Parties, and no governmental actions have been taken 
or, to the Company's actual knowledge, are in process which could subject any 
such property or facility to such Liens.  To the Company's actual knowledge, 
no Liens have arisen under or pursuant to any Environmental and Safety Laws 
on any property or facility previously owned or operated by the Company or 
any of the other Loan Parties, and no governmental actions have been taken or 
are in process which could subject any such property or facility to such 
Liens. Neither the Company nor any of its Subsidiaries would be required to 
place any notice or restriction relating to the presence of Hazardous 
Materials in any deed to any such property or facility.

     (j)  To the Company's actual knowledge, there have been no environmental 
investigations, studies, audits, tests, reviews or other analyses of any 
property or facility now or previously owned or operated by the Company or 
any of the other Loan Parties which have not been provided to the Lender.

     (k)  To the Company's actual knowledge, neither the Company nor any of 
the other Loan Parties have assumed, succeeded to or otherwise become liable 
(contingently or otherwise) for the obligations of any other Person pursuant 
to Environmental and Safety Laws, whether by contract, by operation of law or 
otherwise.

     (l)  To the Company's actual knowledge, without limiting the generality 
of the foregoing, there are no other facts, events or conditions relating to 
the past or present operations, properties or facilities of the Company or 
any of the other Loan Parties which may give rise to any liability under any 
Environmental and Safety Laws.

     To the extent any of the foregoing representations in this Section 5.13. 
relate to a property or facility acquired pursuant to a Purchase Agreement, 
such representations are based only on the actual knowledge of the Company.

5.14.  Subsidiaries

     Except as set forth on Schedule 5.16. or in any written notice delivered 
by the Company pursuant to Section 6.1.(q), the Company has no Subsidiaries, 
and except as set forth on such Schedule, all other Loan Parties are 
Wholly-Owned Subsidiaries of the Company.  The aggregate book value of the 
assets of the FSC does not exceed 5.0% of the book value of the total 
consolidated assets of the Company and its Subsidiaries.

5.15.  Compliance with Law

     The Company and each of the other Loan Parties are in compliance with 
all Applicable Laws of, and all applicable restrictions imposed by, all 
Governmental 

<PAGE>

Authorities in respect of the conduct of their respective business and the 
ownership of their respective property (including Applicable Laws relating to 
environmental standards and controls), except such noncompliance as could not 
reasonably be expected to individually or in the aggregate, have a Material 
Adverse Effect.  Each of the Company and its Subsidiaries has all Regulatory 
Permits that are required by its customers for the operation of each of the 
Donor Centers as such Donor Centers are currently or anticipated to be 
operated except for Regulatory Permits the failure of which to have could not 
reasonably be expected to have a Material Adverse Effect.  

5.16.  Capitalization

     As of the date of this Agreement, Schedule 5.16. correctly sets forth 
the corporate structure and ownership interests of each of the Loan Parties 
(other than the Company), including the correct legal name of each such Loan 
Parties, and the shareholders or other Persons holding equity interests in 
the such Loan Parties and their percentage equity or voting interest.  Except 
as set forth on Schedule 5.16. or in any written notice delivered by the 
Company to the Lender, there are no outstanding securities convertible into 
or exchangeable for any capital stock (collectively, "capital stock 
equivalents") of any Loan Party (excluding the Company) or any outstanding 
subscriptions, options, warrants, calls, rights (including without 
limitation, preemptive rights) or other agreements or commitments of any 
nature relating to or exercisable for capital stock or capital stock 
equivalents of any Loan Party (excluding the Company).

5.17.  Title to Properties

     Except as set forth on Schedule 5.17. or in any written notice delivered 
by the Company to the Lender after the date of this Agreement, each of the 
Company and the other Loan Parties have good, indefeasible and insurable 
title to, or valid leasehold interests in, all its real properties and good 
title to its other assets, free and clear of all Liens other than Permitted 
Liens.

5.18.  Conduct of Business.

     The Company and its Subsidiaries are engaged in the business of 
providing therapeutic and diagnostic biologic-based products and related 
healthcare services.
 
5.19.  Representations and Warranties in Acquisition Documents

     Each representation and warranty made or deemed made by the Company or 
any other Loan Party in any of the other Credit Documents and any Acquisition 
Documents are hereby deemed made to and for the benefit of the Lender as if 
the same were set forth herein in full.

5.20.  Performance of Contracts, Etc.

     Neither the Company nor any of the other Loan Parties is in default in 
the performance, observance or fulfillment of any of the obligations, 
covenants or conditions contained in any contract, agreement, indenture, 
mortgage, lease or other binding understanding or arrangement of any such 
Person, and no condition exists that, with the giving of notice or the lapse 
of time or both, would constitute such a default, in each case, that could 
reasonably be expected to have a Material Adverse Effect.

5.21.  Disclosure

<PAGE>

No representation or warranty of the Company or any other Loan Party made or 
deemed made in this Agreement, any other Credit Document, any Acquisition 
Document, the financial statements referred to in Section 4.1.(d), 4.3.(a) 
and (b) or 4.4.(a) and (b), or any other document, certificate or written 
statement furnished to the Lender by or on behalf of any such Person for use 
in connection with any of the Transactions, contained, as of the date made or 
deemed made or as of the date thereof, any untrue statement of a material 
fact or omitted, omits or will omit to state a material fact necessary in 
order to make the statements contained herein or therein not misleading in 
light of the circumstances in which the same were made.  There is no material 
fact known to the Company that has had or will have a Material Adverse Effect 
and that has not been disclosed herein or in such other documents, 
certificates and statements furnished to the Lender for use in connection 
with the transactions contemplated hereby.

5.22.  Representations Regarding Acquisitions

To the extent any representation or warranty contained in this Article 5. 
relates to an Acquisition and the Transactions relating thereto, such 
representation or warranty shall be deemed made only on and as of the (a) the 
date such Acquisition has been consummated and (b) the date of the making of 
the Revolving Loan any of the proceeds of which are used in whole or in part 
to finance such Acquisition.

                            6.  AFFIRMATIVE COVENANTS

     The Company covenants and agrees that, so long as the Credit Facility is 
in effect or the principal or interest on any Loan or any Obligation shall 
remain unpaid, the Company will, and (as applicable) will cause each of the 
other Loan Parties to:

6.1.  Financial Statements and Other Information

     Deliver to the Lender: 

     (a)  as soon as available and in any event within 90 days after the end 
of each fiscal year of the Company, audited consolidated statements of 
income, retained earnings and cash flow of the Company and its Consolidated 
Subsidiaries for such fiscal year and the related audited consolidated 
balance sheet as of the end of such fiscal year, and accompanied by (i) an 
unqualified report of the Company's independent auditors (who shall be of 
nationally recognized standing), stating that such financial statements 
fairly present the consolidated financial condition and results of operations 
of the Company and its Consolidated Subsidiaries in accordance with GAAP and 
(ii) if requested by the Lender, a schedule prepared by such auditors setting 
forth the unaudited consolidating statements of income, retained earnings and 
cash flow of the Company, Serologicals, Bioscot and Seramed for such fiscal 
year and the related unaudited consolidating balance sheet as of the end of 
such fiscal year of such Loan Parties;

     (b)  as soon as available and in any event within 45 days after the end 
of each fiscal quarter of each fiscal year of the Company (other than the 
fourth fiscal quarter of any fiscal year), consolidated and separate 
statements of income, retained earnings (if requested by the Lender) and cash 
flow of the Company and its Consolidated Subsidiaries for such period and for 
the period from the beginning of the current fiscal year to the end of such 
fiscal quarter, 

<PAGE>

and the related consolidated and consolidating balance sheets as of the end 
of such fiscal quarter, and accompanied by a certificate of the chief 
financial officer of the Company, which certificate shall state that such 
consolidated and separate financial statements fairly present the 
consolidated and separate financial condition and results of operations of 
the Company and its Consolidated Subsidiaries in accordance with GAAP 
(subject to normal year-end adjustments and absence of full footnote 
disclosures);

     (c)  simultaneously with the delivery of the financial statements 
pursuant to Section 6.1.(a) or (b), a certificate of the chief financial 
officer of the Company substantially in the form of Exhibit K (i) to the 
effect that no Default or Event of Default has occurred and is continuing 
(or, if any Default or Event of Default has occurred and is continuing, 
describing the same in reasonable detail and describing the action that the 
Company (or such other Person, as appropriate) has taken and proposes to take 
with respect thereto) and (ii) setting forth in reasonable detail the 
computations necessary to determine whether the Company is in compliance with 
Sections 7.3. and 7.4. and each of the Sections of Article 8., in each case 
as of the end of the fiscal period for which such financial statements are 
delivered;

     (d)  as soon as possible, and in any event within thirty days after the 
Company or any other Loan Party knows or has reason to know that any of the 
events or conditions specified below have occurred or exist, a statement 
signed by the chief financial officer of the Company setting forth details 
respecting such event or condition and the action, if any, which the Company, 
any other Loan Party or its ERISA Affiliates proposes to take with respect 
thereto (and a copy of any report or notice required to be filed with or 
given to the PBGC by the Company or any other Loan Party or any of its ERISA 
Affiliates as of such date with respect to such event or condition):

          (i)  any reportable event, as defined in Section 4043(b) of ERISA 
and the regulations issued thereunder, with respect to a Plan of the Company 
or any other Loan Party or any of its ERISA Affiliates, as to which the PBGC 
has not by regulation waived the requirement of Section 4043 (a) of ERISA 
that it be notified within 30 days of the occurrence of such event (provided 
that a failure to meet the minimum funding standard of Section 412 of the 
Code or Section 302 of ERISA shall be a reportable event regardless of the 
issuance of any waivers in accordance with Section 412(d) of the Code);

          (ii)  the filing under Section 4041 of ERISA of a notice of intent 
to terminate any Plan of the Company or any other Loan Party or any of its 
ERISA Affiliates or the termination of any such Plan;

          (iii)  the institution by the PBGC of proceedings under Section 
4042 of ERISA for the termination of, or the appointment of a trustee to 
administer, any Plan of the Company or any other Loan Party or any of its 
ERISA Affiliates, or the receipt by the Company or any other Loan Party or 
any of its ERISA Affiliates of a notice from a Multiemployer Plan of the 
Company or any other Loan Party or any of its ERISA Affiliates that such 
action has been taken by the PBGC with respect to such Multiemployer Plan;

          (iv)  the complete or partial withdrawal by the Company or any 
other Loan Party or any of its ERISA Affiliates under Section 4201 or 4204 of 
ERISA from a Multiemployer Plan, or the receipt by the Company or any other 
Loan Party or any such ERISA Affiliate of notice from such a Multiemployer 
Plan that it is in reorganization or insolvency pursuant to Section 4241 or 
4245 of ERISA or that it intends to terminate or has terminated under Section 
4041A of ERISA, 

<PAGE>

which in any such case could reasonably be expected to result in the 
imposition of withdrawal liability upon the Company or any other Loan Party 
or any of its ERISA Affiliates;

          (v)  the institution of a proceeding by a fiduciary of any 
Multiemployer Plan against the Company or any other Loan Party or any of its 
ERISA Affiliates to enforce Section515 of ERISA, which proceeding is not 
dismissed within 30 days; and

          (vi)  the fair market value of the assets of any Plan does not 
equal or exceed the accumulated benefit obligations with respect to such 
Plan, as disclosed on the most recent actuarial report with respect to such 
Plan.

     (e)  promptly after any Default or Event of Default has occurred, a 
notice of such Default or Event of Default describing the same in reasonable 
detail together with a description of the action that the Company (or such 
other appropriate party, as the case may be) has taken and proposes to take 
with respect thereto;

     (f)  promptly after receipt of written request from the Lender, such 
other information regarding the business, affairs or financial condition of 
the Company or any other Loan Party as the Lender may reasonably request;

     (g)  as soon as possible, and in any event within three Business Days 
after the Company or any other Loan Party receives notice or otherwise has 
actual knowledge that any of the following events have occurred or exist, a 
statement signed by the chief financial officer of the Company setting forth 
details regarding such event or condition and no later than ten Business Days 
after the Company or any other Loan Party receives such notice or otherwise 
obtains such actual knowledge, a statement signed by such chief financial 
officer setting forth the details regarding the action, if any, which the 
Company or such other Loan Party proposes to take with respect thereto (along 
with all relevant documentation):  (A) any violation by the Company or any 
other Loan Party of any Environmental and Safety Laws which could reasonably 
be expected to have a Material Adverse Effect; (B) any request for 
information or notice of potential responsibility under Environmental and 
Safety Laws with respect to cleanup of any property or facility of the 
Company or any other Loan Party or any offsite location which could 
reasonably be expected to have a Material Adverse Effect; (C) the imposition 
of any Lien on any assets of the Company or any other Loan Party under 
Environmental and Safety Laws; (D) the commencement of any litigation, 
enforcement action or investigation with respect to the Company or any other 
Loan Party under Environmental and Safety Laws which if determined adversely 
to the Company or such other Loan Party, could reasonably be expected to have 
a Material Adverse Effect; or (E) any Release or threatened Release of any 
Hazardous Material at or from any property or facility of the Company or any 
other Loan Party which could reasonably be expected to have a Material 
Advserse Effect;

     (h)  promptly upon the Lender's request, copies of all registration 
statements, reports on Forms 10-K, 10-Q and 8-K (or their equivalents), proxy 
statements and all other periodic reports, which the Company or any other 
Loan Party shall have provided to its stockholders or filed with the 
Securities and Exchange Commission (or any governmental agency substituted 
therefor), any national securities exchange or the National Association of 
Securities Dealers, Inc.;

     (i)  promptly upon the Lender's request, a copy of each report of any 

<PAGE>

Person (including ABRA) or Governmental Authority with respect to the 
condition of any Donor Center citing any material adverse condition or 
deficiency at such Donor Center;

     (j)  promptly upon the Lender's request each annual inspection report of 
the FDA with respect to any Loan Party's Donor Centers;

     (k)  promptly upon receipt thereof, copies of all notices given or 
received by the Company or any other Loan Party with respect to noncompliance 
with any term or condition related to any Subordinated Debt; 

     (l)  promptly upon receipt thereof, copies of any notification or other 
communication with respect to the Company's or any other Loan Party's rights 
or obligations under any of the Acquisition Documents relating to any 
Significant Acquisition and, promptly upon discovery thereof, notice and a 
written description of all claims or potential claims for indemnification 
under any such Acquisition Documents; 

     (m)  prompt notice of the terms of any proposed amendment to, or 
modification or waiver of any of the material terms of any of the Acquisition 
Documents relating to any Significant Acquisition;

     (n)  promptly upon the approval thereof by the Board of Directors of the 
Company, capital and operating expense budgets, projections of sources and 
applications of funds and profit and loss projections for the Company (and 
each of its Consolidated Subsidiaries) on a consolidated basis for each month 
of the next succeeding fiscal year, all itemized in reasonable detail and 
prepared by the Company.  Any material revisions made in such budgets or 
projects shall be furnished promptly to the Lender;

     (o)    promptly upon the Lender's request, a production report for the 
Company and its Subsidiaries in form and detail reasonably acceptable to the 
Lender, setting forth for the month ending immediately prior to such request, 
among other things (i) the number of donors at each Donor Center during such 
month, (ii) the number of new donors at such center during such month and 
(iii) the number of liters of plasma produced at such center during such 
month;

     (p)  at least two Business Days prior to the occurrence thereof, written 
notice of any Disposition resulting in Net Proceeds in excess of $5,000,000; 
and

     (q)  Subject to the notification provisions of Section 4.3. or 4.4., 
prompt notice of the acquisition, incorporation or other creation of any 
Subsidiary, the purpose for such Subsidiary and the nature of the assets and 
liabilities thereof.

6.2.  Litigation

Promptly (and in any event within three Business Days of receipt) give to the 
Lender notice of the filing or commencement of, or any written notice of 
intention of any Person to file or commence, any action, suit or proceeding 
affecting the Company or any of the other Loan Parties, whether at law or in 
equity by or before any Governmental Authority which if adversely determined 
could reasonably be expected to result in liability to the Company or any of 
the other Loan Parties in an amount equal to or exceeding $2,000,000.00 
(including the amount of any deductible paid or required to be paid by the 
Company or any other Loan Party under the terms of its insurance policies, 
but net of any amounts acknowledged in writing by the applicable insurer(s) 
to be fully covered 

<PAGE>

by insurance) or would otherwise have a Material Adverse Effect, and of any 
adverse development in respect of such legal or other proceedings.

6.3.  Corporate Existence, Etc.

     Except as not prohibited by this Agreement: preserve and maintain its 
corporate existence, and all of its material rights, privileges and 
franchises, including without limitation, obtaining and maintaining all 
necessary FDA approvals and QPP certification for all of its Donor Centers; 
comply in all material respects with the requirements of all Applicable Laws, 
rules, regulations and orders of all Governmental Authorities; maintain all 
of its material properties used in its business in sufficient working order 
and condition so as to permit such Loan Party to conduct its business; and 
preserve and enforce its rights (including rights to indemnification) under 
any Material Contracts, except where the failure to do so would not have a 
Material Adverse Effect in the reasonable judgment of the Lender.

6.4.  Insurance

     Keep insured by financially sound and reputable insurers all property of 
a character usually insured by entities engaged in the same or similar 
business similarly situated against loss or damage of the kinds and in the 
amounts customarily insured against by such businesses and carry such other 
insurance as is usually carried by such businesses.  Without limiting the 
obligations of the Company and the other Loan Parties under the foregoing 
provisions of this Section, in the event the Company or any of the other Loan 
Parties shall fail to maintain in full force and effect insurance as required 
by the foregoing provisions of this Section or any of the other Credit 
Documents, then the Lender may upon notice to the Company or such other Loan 
Party, but shall have no obligation to, procure insurance covering the 
interests of the Lender in such amounts and against such risks as the Lender  
shall deem appropriate, and the Company shall reimburse the Lender in respect 
of any premiums paid by the Lender as provided in Section 10.3.(c).

6.5.  Obligations and Taxes

     Pay its Indebtedness and other obligations in accordance with their 
terms and pay and discharge promptly all taxes, assessments and governmental 
charges or levies imposed upon it or upon its income or profits or in respect 
of its property, and in any event before the same shall become delinquent or 
in default, as well as all lawful claims for labor, materials and supplies or 
otherwise which, if unpaid, might give rise to a Lien upon such properties or 
any part thereof which could reasonably be expected to have a Material 
Adverse Effect; provided, however, that such payment and discharge shall not 
be required so long as the validity or amount thereof shall be contested in 
good faith by appropriate proceedings which effectively stay the execution of 
any such Lien and the Company shall (or shall cause the applicable Loan Party 
to) set aside on its books adequate reserves in accordance with GAAP with 
respect thereto.

6.6.  Maintaining Records; Access to Properties and Inspections

     Maintain all financial records in accordance with GAAP and permit any 
representatives designated by the Lender upon reasonable notice to visit and 
inspect the properties of the Company or any of the other Loan Parties and to 
inspect their financial and business records and make extracts therefrom and 
copies thereof, all at reasonable times and in a manner so as not to 
unreasonably disrupt the operations of the Company or the other Loan Parties 
and 

<PAGE>

as often as reasonably requested, and permit the Lender or any 
representatives designated by the Lender upon reasonable notice to discuss 
the affairs, finances and condition of the Company or any of the other Loan 
Parties with the officers thereof and independent accountants therefor; 
provided, however, that (i) any representatives designated by the Lender 
shall be in the business of acting as crisis managers or business consultants 
and shall be bound by the same or similar internal policies with regard to 
confidential information as is the Lender, and (ii) the Lender or any 
representatives designated by the Lender shall not discuss the affairs, 
finances and condition of the Company or any of the other Loan Parties with 
the Company's independent accountants unless and until the Lender determines 
in its discretion that discussions directly with the Company or the officers 
of the Company have failed to satisfy the inquiries of the Lender or its 
representatives.  Not in limitation of the foregoing, the Company shall, and 
shall cause each of the other Loan Parties to, keep complete, accurate and 
detailed financial records with respect to all amounts of all Loans made 
available to any of the Subsidiaries by way of loans.

6.7.  Environmental and Safety Matters

For the purposes of protecting the Lender's security interest in the 
Collateral and preserving the Company's ability to satisfy its Obligations:

     (a)  Comply with all Environmental and Safety Laws applicable to it or 
any of its property or facilities in all material respects.

     (b)  Keep its properties and facilities free from any Liens which could 
reasonably be expected to have a Material Adverse Effect arising under any 
Environmental and Safety Laws.

     (c)  Respond promptly to any Release or threatened Release of any Hazardous
Materials in a manner which complies in all material respects with all
Environmental and Safety Laws and mitigates any associated risk to human health
or the environment to the maximum extent commercially practicable.

     (d)  If the Lender at any time has reason to believe that any property 
or facility owned or operated by the Company or any other Loan Party has been 
or may be either (i) operated in violation of any Environmental and Safety 
Laws; (ii) contaminated with any Hazardous Materials; or (iii) subject to any 
government-imposed obligation to conduct any environmental investigation or 
clean-up, any of which, in the good faith judgment of the Lender may impair 
in any material respect the value of the Collateral or the ability of the 
Company or any of the other Loan Parties to satisfy any of their respective 
Obligations, the Company shall, upon the written request of the Lender, at 
the Company's sole cost and expense, conduct such investigation or study, 
through retention of a consulting firm reasonably satisfactory to the Lender, 
as is necessary in the good faith judgment of the Lender to demonstrate that 
no such impairment could reasonably be expected to have a Material Adverse 
Effect.

6.8.  Additional Security

     If and to the extent requested by the Lender from time to time, after the 
occurrence and during the continuation of a Default or Event of Default, execute
and deliver such additional documents and take such other action as may be 
necessary or desirable in the reasonable opinion of the Lender in order to 
assure and confirm that all Obligations are secured in a manner acceptable to 
the Lender by a first priority Lien on substantially all present and future 
assets of the Company and the other Loan Parties (other than Bioscot and the 


<PAGE>

FSC) subject only to Permitted Liens.

6.9.  Deposit Accounts/Cash Management Services

     For the purpose of protecting the Lender's security interest in the 
Collateral and enabling the Lender to monitor the proceeds of Collateral and 
the uses of cash by the Company and the other Loan Parties, maintain all of 
its primary operating accounts and treasury management service relationships 
with the Lender.

                                7.NEGATIVE COVENANTS

     The Company covenants and agrees that, so long as the Credit Facility is 
in effect or the principal or interest on any Loan or any Obligation shall 
remain unpaid, the Company will not, nor will it permit any of the Loan 
Parties to:

7.1.  Prohibition of Fundamental Changes

     Effect any of the following: (i) any transaction of merger, 
consolidation, recapitalization, reorganization, liquidation or dissolution 
(other than the merger of a Subsidiary of the Company with and into the 
Company pursuant to which the Company is the surviving corporation or with 
and into any Wholly-Owned Subsidiary of the Company pursuant to which such 
Wholly-Owned Subsidiary is the surviving corporation); or (ii) a Disposition 
of all or substantially all of the assets of the Company and its Subsidiaries 
taken as a whole to any Person; or (iii) engage in any line of business other 
than those, or similar to those, described in Section 5.18.; or (iv) any 
Acquisition or any other transaction of acquisition of another Person, or of 
substantially all of the assets of another Person, or of a distinct operating 
division of another Person, unless (A) at the time of such transaction, such 
other Person is engaged in, or such assets are to be used in, the same or 
similar line(s) of business as those described in Section 5.18., (B) no 
Default or Event of Default has occurred and is continuing or would occur 
after giving effect to such transaction, (C) the applicable conditions 
contained in Section 4.3. or Section 4.4., as applicable, have been satisfied 
and (D) in the case of a Significant Acquisition, the Lender shall have given 
its written consent thereto.  

7.2.  Limitation on Liens

Create, incur, assume or suffer to exist any Lien upon any of its property, 
assets or revenues, whether now owned or hereafter acquired, except Permitted 
Liens.

7.3.  Indebtedness and Guarantees

     Create, incur or suffer to exist any Indebtedness or Guarantees except 
(a) Indebtedness to the Lender created hereunder and under any of the Credit 
Documents; (b) Indebtedness existing on the Closing Date and described on 
attached Schedule 7.3.; (c) additional Indebtedness and Guarantees (which do 
not constitute Subordinated Debt) in an aggregate amount not to exceed 
$7,500,000 at any time outstanding; (d) Indebtedness otherwise permitted by 
Section 7.4.; and 

(e) Subordinated Debt.

7.4.  Investments

     Make or permit to remain outstanding any Investments except (i) Permitted 


<PAGE>

Investments, (ii) the ownership of the capital stock of Subsidiaries by the 
Company or its Subsidiaries, the acquisition of which is permitted by Section 
7.1.(iv), and the ownership of capital stock of the Company, the acquisition 
of which is otherwise permitted hereunder, (iii) loans or advances to 
Subsidiaries from the Company, (iv) loans or advances to the Company by one 
or more of its Subsidiaries, provided that the repayment of any such loans or 
advances is subordinated in writing in a manner satisfactory to the Lender to 
the prior satisfaction in full of the Obligations and (v) other Investments 
not of the types described in the preceding subsections (i) through (iv), 
including without limitation, ownership interests in joint ventures and 
ownership of capital stock of or other equity interests in a Person that is 
not a Subsidiary, having an aggregate cost to the Company and its 
Subsidiaries not to exceed 10% of Consolidated Total Assets of the Company at 
any time outstanding.  As of the date hereof, all Investments of the type 
described in the immediately preceding clause (v) and having a cost to the 
Company or any of its Subsidiaries in excess of $1,000,000 are described on 
Schedule 7.4.

7.5.  Restricted Payments

Make any Restricted Payment; provided, however, that (i) Subsidiaries of the 
Company may make dividends, payments or other distributions to the Company or 
to any Wholly-Owned Subsidiary of the Company; and (ii) subject to the other 
terms and conditions hereof, including without limitation, Section 8.4., and 
so long as no Default or Event of Default shall have occurred and be 
continuing or would result therefrom, the Company may make Restricted 
Payments.  

7.6.  Accounting

Change its accounting methods or practices (except as required to conform to 
changes in GAAP or permitted by GAAP) or, without the prior written consent 
of the Lender, which consent shall not be unreasonably withheld, change its 
fiscal year.  If any financial statements delivered by the Company pursuant 
to Section 6.1. are presented in such a manner that such financial statements 
could not set forth in comparative form the corresponding figures for the 
preceding fiscal year, the Company shall advise the Lender of such fact upon 
the delivery of such financial statements and upon the Lender's request shall 
prepare a report in form and substance reasonably satisfactory to the Lender 
detailing the differences in the presentation of such financial statement and 
the financial statements for the immediately preceding fiscal year.

7.7.  Amendment of Certain Documents

     Enter into any amendment, modification or waiver of any of the terms of 
any of the Acquisition Documents which amendment, modification or waiver 
would have a Material Adverse Effect.

7.8.  Sales of Assets

     Sell, lease, assign, transfer or otherwise dispose of any of the 
Collateral; provided, however, so long as no Default or Event of Default 
shall have occurred and be continuing or would result therefrom: (a) a Loan 
Party may dispose of its Inventory in the ordinary course of its business, 
(b) a Loan Party may dispose of excess, obsolete or used Equipment so long 
as, if so required for the conduct of such Loan Party's business, any such 
Equipment is replaced with other Equipment of equivalent or greater value and 
which serves the same or a similar purpose as the replaced Equipment, and (c) 
a Loan Party may otherwise dispose of Collateral which does not, together 
with all other 

<PAGE>

Collateral disposed of by the Loan Parties after the date of this Agreement 
(excluding Collateral permitted to be disposed of under the immediately 
preceding clauses (a) and (b)), have an aggregate book value in excess of 
$10,000,000.

                             8  FINANCIAL COVENANTS

     The Company covenants and agrees that, so long as the Credit Facility is 
in effect or the principal or interest on any Loan or any Obligation shall 
remain unpaid, the Company will not permit:

8.1.  Ratio of Funded Debt to EBITDA

     The ratio of (a) Funded Debt  to (b) EBITDA at the end of any fiscal 
quarter for the four fiscal quarter period then ending, to be greater than 
3.0 to 1.0.

8.2.  Ratio of Senior Funded Debt to EBITDA

     The ratio of (a) Senior Funded Debt to (b) EBITDA at the end of any 
fiscal quarter for the four fiscal quarter period then ending, to be greater 
than 2.5 to 1.0.

8.3.  Ratio of Cash Flow to Debt Service

     The ratio, at the end of any fiscal quarter, of (a) Cash Flow for the 
four fiscal quarter period then ending to (b) (i) Debt Service for the four 
fiscal quarter period beginning immediately following such fiscal quarter 
plus (ii) Interest Expense for the four fiscal quarter period then ending, to 
be less than 1.5 to 1.0.

8.4.  Debt to Net Worth

     The ratio of (a) Indebtedness of the Company and its Consolidated 
Subsidiaries to (b) Net Worth to be greater than 1.0 to 1.0 at any time.

                               9  EVENTS OF DEFAULT      

     If one or more of the following events shall occur and be continuing:

9.1.  Payments under Credit Documents

     The Company shall default in the payment when due of any principal of 
any Loan, any interest on any Loan or any fee or any other Obligations 
payable by it hereunder or under any other Credit Document, or any other Loan 
Party shall default in the payment when due of any principal, interest, fee 
or any other amount payable by it under any Credit Document to which such 
Loan Party is a party, which default in the case of a payment other than a 
payment of principal or interest shall continue for a period of five Business 
Days.

9.2.  Other Indebtedness

     The Company or any other Loan Party shall default in the payment when 
due of any principal of or interest on any Indebtedness having a principal 
amount outstanding, individually or in the aggregate, equal to or exceeding 
$2,000,000.00 (other than the Obligations); or any event specified in any 
note, agreement, indenture or other document evidencing or relating to any 
such Indebtedness of the Company or any other Loan Party shall occur and as a 
result 

<PAGE>

of the occurrence of such event such Indebtedness (a) has become due or is 
required to be prepaid (whether by redemption, purchase or otherwise) prior 
to its stated maturity or (b) the holder is then entitled to cause such 
Indebtedness to become due or required to be so prepaid.

9.3.  Representations and Warranties

     Any representation, warranty or certification made or deemed to be made 
in any Credit Document by the Company or any other Loan Party or any 
certificate, financial statement or other information furnished in writing to 
the Lender pursuant to the provisions hereof or thereof, shall prove to have 
been false or misleading in any material respect as of the time made or 
deemed to be made.

9.4.  Other Obligations

     (i) The Company shall default in the performance of any of its 
obligations under Article 7. (other than Sections 7.2. or 7.3.) or Article 
8.; or (ii) the Company shall default in the performance of any of its 
obligations under Section 6.1., Section 7.2. or Section 7.3. which default 
shall continue unremedied for a period of 10 Business Days or (iii) the 
Company or any other Loan Party shall default in the performance of any of 
its other obligations in this Agreement or any other Credit Documents to 
which it is a party and such default shall continue unremedied for a period 
of 20 days after the Company or such Loan Party receives notice or otherwise 
has actual knowledge thereof.

9.5.  Ability to Pay Debts

     The Company or any other Loan Party shall admit in writing its inability 
to, or be generally unable to, pay its debts as such debts become due.

9.6.  Voluntary Proceedings

     The Company or any other Loan Party shall (i) apply for or consent to 
the appointment of, or the taking of possession by, a receiver, custodian, 
trustee or liquidator of itself or of all or a substantial part of its 
property, (ii) make a general assignment for the benefit of its creditors, 
(iii) commence a voluntary case under the Bankruptcy Code, (iv) file a 
petition seeking to take advantage of any other law relating to bankruptcy, 
insolvency, reorganization, winding-up, or composition or readjustment of 
debts, (v) acquiesce in writing to, any petition filed against it in an 
involuntary case under the Bankruptcy Code, or (vi) take any corporate action 
for the purpose of effecting any of the foregoing.

9.7.  Involuntary Proceedings

     A proceeding or case shall be commenced against the Company or any other 
Loan Party, without its application or consent, in any court of competent 
jurisdiction, seeking (i) its liquidation, reorganization, dissolution or 
winding-up, or the composition or readjustment of its debts, (ii) the 
appointment of a trustee, receiver, custodian, liquidator or the like of all 
or any substantial part of its assets, or (iii) similar relief under any law 
relating to bankruptcy, insolvency, reorganization, winding-up, or 
composition or adjustment of debts, and such proceeding or case shall 
continue undismissed, or an order, judgment or decree approving or ordering 
any of the foregoing shall be entered and continue unstayed and in effect, 
for a period of 60 or more days; or an order for relief against the Company 
or any other Loan Party shall be entered in an involuntary case under the 
Bankruptcy Code.

<PAGE>

9.8.  Judgments

     A judgment or judgments for the payment of money in excess of $2,000,000 
in the aggregate (exclusive of judgment amounts to the extent covered by 
insurance where the Company has submitted a claim and the insurer has not 
contested liability in respect of such judgment) shall be rendered by a court 
or courts against the Company or any other Loan Party and the same shall not 
be vacated, bonded or discharged (or provision shall not be made for such 
discharge), or a stay of execution thereof shall not be procured, within 60 
days from the date of entry thereof.

9.9.  ERISA Event

     (a) Any ERISA Event shall have occurred with respect to the Company or 
any other Loan Party and the sum of the Insufficiency of such Plan 
(determined as of the date of occurrence of such ERISA Event) and the 
Insufficiency of any and all other Plans (determined as of the date of 
occurrence of such ERISA Event) of the Company or any other Loan Party with 
respect to which an ERISA Event shall have occurred (or the liability of the 
Company or any other Loan Party or its ERISA Affiliates related to such ERISA 
Event) exceeds $2,000,000; or (b) the Company or any other Loan Party or any 
of its ERISA Affiliates shall have been notified by a Multiemployer Plan that 
it has incurred withdrawal liability to such Multiemployer Plan and the 
imposition of such liability is reasonably likely to be incurred in an amount 
that, when aggregated with all other amounts required to be paid to 
Multiemployer Plans by the Company or any other Loan Party and its ERISA 
Affiliates as withdrawal liability (determined as of the date of such 
notification indemnification), requires payments exceeding $2,000,000 per 
annum; or (c) the Company or any other Loan Party or any of its ERISA 
Affiliates shall have been notified by a Multiemployer Plan that such 
Multiemployer Plan is in reorganization or is being terminated within the 
meaning of Title IV of ERISA, and as a result of such reorganization or 
termination the aggregate annual contributions of such Person and its ERISA 
Affiliates to all Multiemployer Plans that are then in reorganization or 
being terminated have been or will be increased over the amounts contributed 
to such Multiemployer Plans for the plan years of such Multiemployer Plans 
immediately preceding the plan year in which such reorganization or 
termination occurs by an amount exceeding $2,000,000.

9.10.  Change in Control

     A Change in Control shall have occurred without the prior written 
consent of the Lender.  As used in this Section the term "Change in Control" 
shall mean the following:  if any Person or two or more Persons acting in 
concert, shall acquire "beneficial ownership" within the meaning of Rule 
13d-3 of the Securities and Exchange Act of 1934, as amended (the "Exchange 
Act"), directly or indirectly, of capital stock or securities of the Company 
representing 25% (or 40% with respect to any Person permitted to file a 
report on Schedule 13G under the Exchange Act) or more of the aggregate 
voting power of all classes of capital stock and securities of the Company.

9.11.  Failure of Security Interest

     The Lender shall cease to have a valid and perfected first priority 
security interest in the Collateral (subject to Permitted Liens) for any 
reason other than the failure of the Lender to take any action within its 
control or any of the Collateral.

<PAGE>

     THEREUPON: (1) In the case of an Event of Default, other than an Event 
of Default referred to in Section 9.6. or Section 9.7., the Lender may, by 
notice to the Company, cancel the Credit Facility and/or declare the 
then-outstanding principal amount of, and the accrued interest on, the Loans 
and all other Obligations payable by the Company hereunder and under the 
Notes (including, without limitation, any amounts payable under Section 
10.3.) to be forthwith due and payable, whereupon such amounts shall be 
immediately due and payable without presentment, demand, protest or other 
formalities of any kind, all of which are hereby expressly waived by the 
Company; (2) in the case of the occurrence of an Event of Default referred to 
in Section 9.6. or Section 9.7. above, the Credit Facility shall 
automatically be canceled and the then-outstanding principal amount of, and 
the accrued interest on, the Loans and all other Obligations payable by the 
Company hereunder and under the Notes (including, without limitation, any 
amounts payable under Section 10.3.) shall automatically become immediately 
due and payable without presentment, demand, protest or other formalities of 
any kind, all of which are hereby expressly waived by the Company; and (3) in 
the case of any Event of Default, the Lender may exercise any and all 
remedies available under the Security Documents or under Applicable Law.  The 
proceeds of any sale of the whole or any part of any of the Collateral as a 
result of an Event of Default, together with any other moneys paid to or held 
by the Lender under the provisions of any Credit Document, shall be applied 
by the Lender in the following order:

     (a)  First:  to the payment of all costs and expenses incurred in 
connection with such sale or other realization, including reasonable 
attorneys' fees incurred if the Lender endeavored to collect the Obligations 
(under and as defined in this Agreement or in any other Credit Document), by 
or through an attorney at law;

     (b)  Second:  to the payment of the interest due upon any of such 
Obligations, in any order which the Lender may elect;

     (c)  Third:  to the payment of the principal due upon any of such 
Obligations in any order which the Lender may elect; and

     (d)  Fourth:  the balance (if any) of such proceeds shall be paid to 
whomsoever may be legally entitled thereto.

                               10  MISCELLANEOUS

10.1.  Waiver

     No failure on the part of the Lender to exercise and no delay in 
exercising, and no course of dealing with respect to, any right, power or 
privilege under this Agreement or any Note or other Credit Document shall 
operate as a waiver thereof, nor shall any single or partial exercise of any 
right, power or privilege under this Agreement or any other Credit Document 
preclude any other or further exercise thereof or the exercise of any other 
right, power or privilege.  The remedies provided herein are cumulative and 
not exclusive of any remedies provided by law.

10.2.  Notices

     All notices, demands or other communications to be given or delivered 
under or by reason of the provisions of this Agreement shall be in writing 
and delivered personally, mailed by certified or registered mail, return 
receipt requested and postage prepaid, sent via a nationally recognized 
overnight 

<PAGE>

courier, or sent via facsimile.  Such notices, demands and other 
communications will be sent to the address indicated below:

     To the Company:

          Serologicals Corporation
          780 Park North Boulevard, Suite 120
          Clarkston, Georgia 30021
          Attention:  Russell H. Plumb, Vice President,
                      Finance and Administration
          Telecopy No: 404/297-8044

      With copies to:

          David S. Rosenthal
          Shereff, Friedman, Hoffman & Goodman, LLP
          919 Third Avenue, 20th Floor
          New York, New York 10022
          Telecopy No: 212/758-9526

     To the Lender:

          NationsBank, N.A.
          600 Peachtree Street, 19th Floor
          Atlanta, Georgia 30308
          Attention: R. Yvette Cromer, Assistant Vice President
          Telecopy No:  404/607-6338

     With a copy to:

          Alston & Bird LLP
          One Atlantic Center
          1201 West Peachtree Street, N.W.
          Atlanta, Georgia 30309-3424
          Attention: Paul M. Cushing
          Telecopy No:  404/881-7777

or such other address or to the attention of such other person as the 
recipient party shall have specified by prior written notice to the sending 
party; provided, however, that the failure to deliver copies of notices as 
indicated above shall not affect the validity of any notice.  Any such 
communication shall be deemed to have been received (i) when delivered, if 
personally delivered, or sent by nationally-recognized overnight courier or 
sent via facsimile or (ii) on the third Business Day following the date on 
which the piece of mail containing such communication is posted if sent by 
certified or registered mail.

10.3.  Expenses, Etc.

     (a) Agreement to Pay and Reimburse.  The Company agrees to pay or 
reimburse the Lender for: (i) all out-of pocket costs and expenses 
(including, without limitation, the reasonable fees and expenses of Alston & 
Bird LLP, special counsel to the Lender) in connection with (A) the 
negotiation, preparation, execution and delivery of this Agreement and the 
other Credit Documents and the extension of credit hereunder and (B) any 
amendment, modification or waiver of any of the terms of this Agreement or 
any of the other Credit Documents; (ii) all costs and expenses of the Lender 
(including counsel's fees) in connection with (A) any Default and any 
enforcement or collection proceedings resulting 

<PAGE>

therefrom and (B) the enforcement of this Section; and (iii) all transfer, 
stamp, documentary or other similar taxes, assessments or charges levied by 
any governmental or revenue authority in respect of this Agreement or any of 
the other Credit Documents or any other document referred to herein or 
therein and all costs, expenses, taxes, assessments and other charges 
incurred in connection with any filing, registration, recording or perfection 
of any security interest contemplated by this Agreement or any other Credit 
Document or any other document referred to herein or therein.

     (b)  Indemnity.  The Company agrees to indemnify the Lender and its 
directors, officers, employees and agents for, and hold each of them harmless 
against, any and all losses, liabilities, claims (including Environmental 
Claims), damages or expenses incurred by any of them arising out of or by 
reason of any investigation or litigation or other proceedings (including any 
threatened investigation or litigation or other proceedings) relating to the 
extensions of credit hereunder or any actual or proposed use by the Company 
or any Loan Party of the proceeds of any of the extensions of credit 
hereunder or the past, present or future business activities of the Company 
or any Loan Party including, without limitation, the reasonable fees and 
disbursements of counsel incurred in connection with any such investigation 
or litigation or other proceedings (but excluding any such losses, 
liabilities, claims, damages or expenses that are determined pursuant to a 
final, non-appealable order of a court of competent jurisdiction to have 
resulted solely from the gross negligence or willful misconduct of the Person 
to be indemnified).

     (c)  Expenses Paid On Behalf of the Company.  If the Company fails to 
pay when due any costs, expenses or other amounts payable by it under any 
Credit Document, including, without limitation, fees and expenses of counsel, 
indemnities and insurance premiums, such amount may be paid on behalf of the 
Company by the Lender, in its sole discretion.  Any such payment by the 
Lender shall constitute for all purposes of this Agreement the making by the 
Lender of a Loan, which shall bear interest at the Base Rate, in the amount 
of such payment (but without any requirement for compliance with the 
conditions set forth in Article 4.).  In the event that such payment is not 
reimbursed by the Company by 12:00 noon Atlanta, Georgia time on the first 
Business Day after such payment, the Lender shall be deemed to have made a 
Loan to the Company in such amount, which Loan shall be deemed to bear 
interest at the Default Rate with respect to Base Rate Loans from the date 
such Loan is made until the same is repaid.

10.4.  Amendments, Etc.

     Except as otherwise expressly provided in this Agreement, any provision 
of this Agreement (including, without limitation, any of the Schedules 
hereto) may be amended or modified only by an instrument in writing signed by 
the Company and the Lender, and any provision of this Agreement may be waived 
by the Lender; provided, however, that no amendment, modification or waiver 
shall, unless by an instrument signed by the Lender: (i) increase or extend 
the term, or extend the time or waive any requirement for the reduction or 
termination, of any Loan, (ii) extend the date fixed for the payment of 
principal of or interest on any Loan or any Obligation hereunder, (iii) 
reduce the amount of any such payment of principal, (iv) reduce the rate at 
which interest is payable thereon or any fee or other Obligation is payable 
hereunder, (v) alter the rights or obligations of the Company to prepay 
Loans, (vi) alter the terms of this Section or Section 10.6.(a), or (vii) 
waive any of the conditions precedent set forth in Article 4.

10.5.  Successors and Assigns

<PAGE>

     This Agreement shall be binding upon and inure to the benefit of the 
parties hereto and their respective successors and permitted assigns.

10.6.  Assignments and Participations

     (a)  The Company may not assign its rights or obligations hereunder or 
under the other Credit Documents without the prior consent of  the Lender.

     (b)  The Lender may sell or agree to sell to one or more other Persons 
(a "Participant") a participation in all or any part of any Loans held by it, 
in which event the Participant's rights in respect of such participation 
shall be those set forth in the agreements executed by the Lender in favor of 
the Participant, and such Participant shall have no direct right under the 
Credit Documents.  In no event shall the Lender that sells a participation 
agree with the Participant to take or refrain from taking any action 
hereunder or under any other Credit Document, except that the Lender may 
agree with the Participant that it will not, without the consent of the 
Participant, agree to (i) increase or extend the term, or extend the time or 
waive any requirement for the reduction or termination, of the Revolving 
Commitment, the Swingline Commitment or the Credit Facility, (ii) extend the 
date fixed for the payment of principal of or interest on the related Loan(s) 
or the portion of any fee hereunder payable to the Participant, (iii) reduce 
the amount of any such payment of principal, or (iv) reduce the rate at which 
interest is payable thereon, or any fee hereunder payable to the Participant, 
to a level below the rate at which the Participant is entitled to receive 
such interest or fee.

     (c)  The Lender may furnish any information concerning the Company or 
any Subsidiary in the possession of the Lender from time to time to assignees 
and Participants (including prospective assignees and Participants) in 
accordance with its internal policies with regard to confidential 
information, provided that such assignees or Participants are bound by the 
same or similar internal policies with regard to confidential information as 
is the Lender.

10.7.  Survival

     The obligations of the Company and its Subsidiaries under Sections 3.4. 
and 10.3. shall survive the repayment of the Loans and the termination of the 
Credit Facility.

10.8.  Table of Contents; Descriptive Headings

The table of contents and captions and section headings appearing herein are 
included solely for convenience of reference and are not intended to affect 
the interpretation of any provision of this Agreement.

10.9.  Counterparts

     This Agreement may be executed in any number of counterparts, each of 
which need not contain the signature of more than one party and all of which 
taken together shall constitute one and the same original instrument.

10.10.  Governing Law

     This Agreement shall be governed by and construed in accordance with the 
domestic laws of the State of Georgia, without giving effect to any choice of 
law or conflict of law provision or rule (whether of the State of Georgia or 
any 

<PAGE>

other jurisdiction) that would cause the application of the laws of any 
jurisdiction other than the State of Georgia.  In furtherance of the 
foregoing, the internal laws of the State of Georgia shall control the 
interpretation and construction of this Agreement, even though under that 
jurisdiction's choice of law or conflict of law analysis, the substantive law 
of some other jurisdiction would ordinarily apply.

10.11.  Arbitration

     ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO INCLUDING 
BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY 
CREDIT DOCUMENT, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED 
TORT, SHALL BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE 
FEDERAL ARBITRATION ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE 
RULES OF PRACTICE AND PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF 
JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (J.A.M.S.), AND THE 
"SPECIAL RULES" SET FORTH BELOW.  IN THE EVENT OF ANY INCONSISTENCY, THE 
SPECIAL RULES SHALL CONTROL.  JUDGMENT UPON ANY ARBITRATION AWARD MAY BE 
ENTERED IN ANY COURT HAVING JURISDICTION.  ANY PARTY TO THIS AGREEMENT MAY 
BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL 
ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT APPLIES IN 
ANY COURT HAVING JURISDICTION OVER SUCH ACTION.

     A.  SPECIAL RULES.  THE ARBITRATION SHALL BE CONDUCTED IN THE CITY OF 
THE COMPANY'S DOMICILE AT THE TIME OF THIS AGREEMENT'S EXECUTION AND 
ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF J.A.M.S. IS 
UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN THE 
AMERICAN ARBITRATION ASSOCIATION WILL SERVE.  ALL ARBITRATION HEARINGS WILL 
BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE 
ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE 
COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

     B.  RESERVATION OF RIGHTS.  NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO 
(I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF 
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS AGREEMENT; OR (II) BE 
A WAIVER BY THE LENDER OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. SEC. 91 
OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF THE 
LENDER HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED TO) 
SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL, 
OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH AS (BUT 
NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT OF A 
RECEIVER.  THE LENDER MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH 
PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR 
AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS 
AGREEMENT.  NEITHER THE EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION OR 
MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY REMEDIES 
SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING THE CLAIMANT 
IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE CONTROVERSY OR CLAIM 
OCCASIONING RESORT TO SUCH REMEDIES.

10.12.  Acknowledgments

     The Company hereby acknowledges that: (a)  it has been advised by 
counsel in the negotiation, execution and delivery of this Agreement and the 
other Credit Documents to which it is a party; (b) except as expressly 
provided in this Agreement or any of the Credit Documents, the Lender has no 
fiduciary relationship with or duty to the Company, and the relationship 
between the Lender on one hand, and the Company on the other hand, is solely 
that of debtor 

<PAGE>

and creditor; and (c) no joint venture exists between the Lender on one hand, 
and the Company on the other hand.

     Confidentiality

     Except as otherwise provided by law, the Lender shall utilize all 
non-public information obtained pursuant to the requirements of this 
Agreement which has been identified as confidential or proprietary by the 
Company in accordance with the Lender's customary procedure for handling 
confidential information of this nature and in accordance with safe and sound 
banking practices but in any event may make disclosure: (a) to any of its 
Affiliates (provided they shall agree to keep such information confidential 
in accordance with the terms of this Section); (b) as reasonably required by 
any bona fide transferee or participant in connection with the contemplated 
transfer of any of the Loans or the Lender's commitments hereunder, or 
participations therein, as permitted hereunder; (c) as required by any 
Governmental Authority or representative thereof or pursuant to legal 
process; (d) to the Lender's independent auditors and other professional 
advisors (provided they shall be notified of the confidential nature of the 
information); and (e) after the happening and during the continuance of an 
Event of Default, to any other Person, in connection with the exercise of the 
Lender's rights hereunder or under any of the other Credit Documents.

     Obligations with Respect to Loan Parties.

     The obligations of the Company to direct or prohibit the taking of 
certain actions by the other Loan Parties as specified herein and in the 
other Credit Documents shall be absolute and not subject to any defense the 
Company may have that the Company does not control such Loan Parties.

     Amount of Existing Indebtedness.

     The Company and the Lender hereby acknowledge and agree that as of the 
date hereof and prior to giving effect to the making of the initial Revolving 
Loan hereunder, the outstanding principal balance of the Revolving Loans is 
$0.

10.16.  NO NOVATION.

     THE PARTIES HERETO HAVE ENTERED INTO THIS AGREEMENT AND THE OTHER CREDIT 
DOCUMENTS SOLELY TO AMEND AND RESTATE THE TERMS OF, AND THE OBLIGATIONS OWING 
UNDER AND IN CONNECTION WITH, THE EXISTING CREDIT AGREEMENT.  THE PARTIES DO 
NOT INTEND THIS AGREEMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, AND 
THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY SHALL NOT BE DEEMED OR 
CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE COMPANY OR 
ANY OTHER LOAN PARTY UNDER OR IN CONNECTION WITH THE EXISTING CREDIT 
AGREEMENT OR ANY OTHER CREDIT DOCUMENT.  FURTHER, THE PARTIES DO NOT INTEND 
THIS AGREEMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO AFFECT THE 
PERFECTION OR PRIORITY OF ANY LIEN HELD BY THE LENDER IN ANY OF THE 
COLLATERAL IN ANY WAY WHATSOEVER.

[Signatures on Next Page]

<PAGE>

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

SEROLOGICALS CORPORATION


By:  /s/ Russell H. Plumb
    -------------------------------
     Name:  Russell H. Plumb
           ------------------------
     Title:  Vice President
           ------------------------



NATIONSBANK, N.A.


By:  /s/  Yvette Cromer
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     Name:  Yvette Cromer
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     Title:  Assistant Vice President
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