Exhibit 10.1


CONSULTING
AGREEMENT


THIS
CONSULTING AGREEMENT (this “Agreement”) is made effective as of March 1, 2007
(the “Effective Date”), by and between Immucor, Inc., a Georgia corporation
(the “Company”), and Edward L. Gallup, an individual resident of the State of
Georgia (the “Consultant”).


The
Company and Consultant wish to enter into this Agreement to establish the terms
and conditions upon which Consultant will use his expertise to assist the
Company with maintaining relations with the shareholders of the Company, on an
as-needed basis.  In consideration of the
mutual covenants and agreements contained herein, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


1.                                       Engagement.  The Company hereby engages Consultant, and
Consultant accepts such engagement, to perform the following services for and
on behalf of the Company (the “Consulting Services”) upon the terms and
conditions of this Agreement:


Consultant will assist
the Company as requested by the Company with maintaining relations with the
shareholders of the Company,
and Consultant will perform such other services as may be agreed to from time
to time in writing by Consultant and the Company.  Consultant will make himself available to the
Company on an as-needed basis in person or by telephone at such times and
places as the Company may reasonably require. Notwithstanding the foregoing,
during the Term of this Agreement Consultant will not be required to (a)
provide Consulting Services for more than 20 hours per week, (b) make himself
available at the offices of the Company more than 3 days per week or a total of
12 days per month, or (c) travel out-of-town more than 6 days per month.
Consultant will report directly to the Chief Executive Officer of the Company.


2.                                       Term.


(a)                                  The
initial term of this Agreement will be from March 1, 2007 through and including
February 29, 2008, and will continue thereafter until terminated by either
party in accordance with subsection  2
(b) below (the “Term”).


(b)                                 Notwithstanding
any other provision of this Agreement, either party may terminate this
Agreement at any time upon 30 days’ prior written notice, and the Company may
terminate this Agreement at any time for “cause.”  This Agreement will also terminate upon the
death of Consultant.  For purposes of
this Agreement, “cause” will mean (i) a conviction of a felony, (ii) actions
which result in a significant and continuing detriment to the Company, (iii)
the material breach by Consultant of this Agreement (including without
limitation the material failure to provide the consulting services contemplated
by this Agreement in accordance with the highest professional standards), or
(iv) willful failure to respond within a reasonable time to a request by the
Company which is reasonable in light of the Consulting Services (as defined
below).













(c)                                  Upon
the termination of this Agreement, neither party will have any further
obligation to the other, except (i) no termination of this Agreement under any
provision of this Section will prejudice any claim either party may have under
this Agreement that arises prior to the effective date of such termination, and
(ii) termination of this Agreement will not terminate or otherwise affect the
rights and obligations set forth in Sections 4 [Noncompetition], 5 [Disclosure
of Information], 7 [Indemnification], 8 [Independent Contractor Relationship]
and this Section 2 (c) (which will survive expiration or termination as
independent obligations).


3.                                       Payments
and Expenses.


(a)                                  Consultant
will be paid for providing the Consulting Services at the rate of $275,000 a
year payable in 12 installments every month.


(b)                                 The
Company will reimburse Consultant for all travel, entertainment and other
reasonable and necessary expenses incurred by him in the performance of the
Consulting Services in accordance with the Company’s policies for expense
reimbursement; provided, that all such expenses in excess of $ 5,000 will be
agreed in advance by the Company.


(c)                                  Consultant
will be solely responsible for payment of all taxes on the compensation paid to
Consultant by the Company during the Term of this Agreement.


4.                                       Noncompetition.  During the term of Consultant’s engagement
hereunder, for a period of two years after such engagement is terminated for
any reason, in consideration of the compensation being paid to Consultant
hereunder, Consultant will:


(a)                                  not
solicit business from anyone who is or becomes an active or actively-sought
prospective customer of the Company or its affiliates and with whom the
Employee had dealt with or had material contact during his engagement under
this Agreement, with a view to selling or providing to such customer or
prospective customer any product or service of a type sold or provided by the
Company to such customer or prospective customer.


(b)                                 not
solicit for employment or hire any employee of the Company or its affiliates
that the Consultant had contact with during his engagement under this
Agreement.


5.                                       Disclosure
of Information.


(a)                                  Company
acknowledges that during the course of his engagement under this Agreement,
Consultant will have significant access to, and involvement with, the Company’s
Trade Secrets and Confidential Information. 
Consultant agrees to maintain in strict confidence and, except as
necessary to perform his duties for the Company, Consultant agrees not to use
or disclose any Trade Secrets of the Company during or after his engagement
under this Agreement.  Consultant agrees
that the provisions of this subsection will be deemed sufficient to protect
Trade Secrets of third parties provided to the Company under, an obligation of
secrecy.  As provided by Georgia
statutes, “Trade Secret” will mean any information (including, but not limited
to, technical or nontechnical data, a formula, a pattern, a compilation, a
program, a device, a method, a technique, a drawing, a process, financial data,
financial plans, product plans,



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or
a list of actual or potential customers) that: (i) derives economic value,
actual or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use; and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.


(b)                                 In addition,
Consultant agrees to maintain in strict confidence and, except as necessary to
perform his duties for the Company, not to use or disclose any Confidential
Information of the Company during his engagement under this Agreement and for a
period of 12 months following termination of Consultant’s engagement under this
Agreement.  “Confidential Information”
will mean any internal, non-public information (other than Trade Secrets
already addressed above) concerning (without limitation) the Company’s
financial position and results of operations (including revenues, assets, net
income, etc.); annual and long-range business plans; product or service plans;
marketing plans and methods; training, educational and administrative manuals;
supplier information and purchase histories; customers or clients; personnel
and salary information; and employee lists. 
Consultant agrees that the provisions of this subsection will be deemed
sufficient to protect Confidential Information of third parties provided to the
Company under an obligation of secrecy.


(c)                                  Except as expressly
provided in this Agreement, the Company alone will be entitled to all benefits,
profits and results arising from or incidental to the Consultants under this
Agreement with the Company.  To the greatest
extent possible, any work product, property, data, invention, “know-how”,
documentation or information or materials prepared, conceived, discovered,
developed or created by Consultant in connection with his prior  employment or engagement under this Agreement
with the Company will be deemed to be “work made for hire” as defined in the
Copyright Act, 17 U.S.C.A. § 101 et seq., as amended, and owned exclusively and
perpetually by the Company.  Consultant
hereby unconditionally and irrevocably transfers and assigns to the Company all
intellectual property or other rights, title and interest Consultant may
currently have (or in the future may have) by operation of law or otherwise in
or to any work product.  Consultant
agrees to execute and deliver to the Company any transfers, assignments,
documents or other instruments which the Company may deem necessary or
appropriate to vest complete and perpetual title and ownership of any work
product and all associated rights exclusively in the Company.  The Company will have the right to adapt, change,
revise, delete from, add to and/or rearrange the work product or any part
thereof written or created by Consultant, and to combine the same with other
works to any extent, and to change or substitute the title thereof, and in this
connection Consultant hereby waives the “moral rights” of authors as that term
is commonly understood throughout the world including, without limitation, any
similar rights or principles of law which Consultant may now or later have by
virtue of the law of any locality, state, nation, treaty, convention or other
source.  Unless otherwise specifically
agreed, Consultant will not be entitled to any additional compensation, beyond
his compensation under this Agreement, for any exercise by the Company of its
rights set forth in the preceding sentence.


(d)                                 Consultant will
surrender to the Company, promptly upon its request and in any event upon
termination of this Agreement, all media, documents, notebooks, computer
programs, handbooks, data files, models, samples, price lists, drawings,
customer lists, prospect data, or other material of any nature whatsoever (in
tangible or electronic form) in the Consultant’s



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possession or control, including all copies
thereof, relating to the Company, its business, or its customers.  Upon the request of the Company, Consultant
will certify in writing compliance with the foregoing requirement.


(e)                                  On
and after termination of this Agreement for any reason, Consultant will not
access any of Company’s communication, operations or filing systems or any of
the Company’s customers’ communication, operations or filing systems including,
but not limited to, computer systems, e-mail, voice mail (except to leave
messages) and related communications systems, for any reason whatsoever.


6.                                       Severability.  If any provision contained in this Agreement
shall for any reason be held invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provisions of this Agreement, but this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein,
and the remainder of this Agreement shall be enforced to achieve the original
intentions of the parties as nearly as possible.


7.                                       Indemnification.


(a)                                  Consultant
will be solely responsible for, and indemnify, defend and hold harmless the
Company (including its successors, officers, directors, shareholders,
employees, agents, representatives and shareholders) from and against, all
losses, claims, damages, liabilities, and expenses (including any and all
reasonable expenses and attorneys fees incurred in investigating, preparing or
defending against any litigation or proceeding, whether commenced or
threatened, or any other claim whatsoever whether or not resulting in any
liability) resulting from or relating to or in connection with (i) any
assertion by any public or private party that Consultant is not an independent
contractor or (ii) Consultant’s provision of services to the Company pursuant
to this Agreement (whether through employees, agents, licensees or invitees) except
to the extent that such results directly from the willful misconduct or gross
negligence of the Company or its employees, agents, customers, invitees or
licensees.


(b)                                 The
Company will be solely responsible for, and indemnify, defend and hold harmless
Consultant (including its successors, officers, directors, shareholders,
employees, agents, representatives and shareholders) from and against, all
losses, claims, damages, liabilities, and expenses (including any and all
reasonable expenses and attorneys fees incurred in investigating, preparing or
defending against any litigation or proceeding, whether commenced or
threatened, or any other claim whatsoever whether or not resulting in any
liability) in connection with Consultant’s provision of services to the Company
pursuant to this Agreement (i) that arise from claims of persons not parties to
this Agreement and (ii) that result directly from the willful misconduct or
gross negligence of the Company or its employees, agents, customers, invitees
or licensees.


8.                                       Independent
Contractor Relationship.  This
Agreement is intended to govern and exclusively define Consultant’s
relationship with the Company during the Term. 
During the Term, the relationship of the parties under this Agreement
will be, and at all times will remain, one of independent contractors and not
that of partners, joint venturers, or principal and agent.



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Neither party will
have any authority to assume or create obligations on the other’s behalf and
neither party will take any action which has the effect of creating the
appearance of its having such authority.


9.                                       Entire
Agreement; Modifications.  This
Agreement contains the entire agreement of the parties with respect to the
subject matter hereof.  This Agreement
may not be changed, altered, amended or modified except by an instrument in
writing signed by the parties hereto.  No
provision of this Agreement will be deemed waived unless such waiver is
evidenced in a writing subscribed by the party against whom such waiver is
charged.


10.                                 Assignment.  Neither party hereto may assign its interest
in or delegate the performance of its obligations under this Agreement to any
other entity or person without the prior express written consent of the other
party, except that this Agreement will
inure to the benefit of the Company’s successors in interest, including,
without limitation, successors through merger, consolidation, or sale of
substantially all of the Company’s stock or assets, and will be binding upon
Consultant.


11.                                 Governing
Law.  This Agreement will be governed
by, and construed and enforced in accordance with, the substantive laws of the
State of Georgia, without regard to any choice of law rules.


12.                                 Notices.  Any notice or other communication to a party
required or permitted hereunder will be in a writing and will be deemed
sufficiently given when received by the party (regardless of the method of
delivery), or if sent by registered or certified mail, postage and fees
prepaid, addressed to the party as follows, on the fifth business day after
mailing:


	
  (a)

  	
   

  	
  If to Company:

  	
   

  	
  3130 Gateway Drive

  
	
   

  	
   

  	
   

  	
   

  	
  Norcross, GA
  30071

  
	
   

  	
   

  	
   

  	
   

  	
  Attention: Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  If to Consultant:

  	
   

  	
  424 Caruso Ct.

  
	
   

  	
   

  	
   

  	
   

  	
  Dunwoody, GA 30350

  



 


or in each case to such
other address as the party may time to time designate in writing to the other
party.


13.                                 Counterparts.  This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
counterparts will together constitute one and the same instrument.


14.                                 Other
Agreements.  Notwithstanding anything
to the contrary set forth herein, this Agreement will have no effect on the
rights and obligations of the Company or Consultant made under the Amended and
Restated Employment Agreement dated as of September 7, 2006, or under any other
written agreements entered into between the Company and Consultant.


[Signatures appear
on the following page.]



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The
parties hereto have executed this Agreement as of the date first written above.


	
   

  	
  IMMUCOR, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gioacchino
  DeChirico

  
	
   

  	
  Gioacchino
  DeChirico

  
	
   

  	
  CEO and
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Edward L.
  Gallup

  
	
   

  	
  Edward L. Gallup

  



 



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