Exhibit
10.3.6




SERACARE
LIFE SCIENCES, INC.


Fiscal
2011 Director Compensation Program




Set forth
below are the terms of compensation for members of the Board of Directors (the
“Board”) of SeraCare Life Sciences, Inc., a Delaware corporation (the
“Company”), as well as the terms of compensation for the various committees of
the Board, for the fiscal year beginning October 1, 2010.




The
Compensation Committee of the Board is providing for the common stock and
options to be granted as set forth below to members of the Board under the
Company’s 2009 Equity Incentive Plan (the “2009 Plan”), pursuant to the
Compensation Committee’s authority under Section 3 of the 2009 Plan to grant and
determine the terms of awards under the 2009 Plan.




The
number of shares of common stock that shall be granted to any Board member shall
be equal in number to (1) the dollar amount of the payment to be made in shares
of common stock, divided by (2) the greater of U.S. $1.00 or the closing price
per share of the Company’s common stock on the first trading day of the quarter
when payment is due.  The resulting share totals shall be rounded down
to the nearest whole share and any fractional amount shall be paid in
cash.




Payments
to Board members for fees for meetings of the Board and committees as provided
herein shall be no more than $7,500 per fiscal quarter total for all meetings of
the Board and committees during the each fiscal quarter of the
year.




Compensation for Members of
the Board




·           All
Board members (other than Ms. Vogt) shall receive an annual retainer of $10,000
in cash (pro-rated based on the actual period served) and $10,000 in common
stock of the Company (pro-rated based on the actual period served), to be paid
quarterly in advance.




·           All
Board members (other than Ms. Vogt) shall receive a five-year option to purchase
15,000 shares of the Company’s common stock at an exercise price equal to the
closing price of the Company’s common stock on the date of the grant, such grant
to be made at such time as may be determined by the Board.  The Option
will have a vesting period of twelve (12) months, which vests quarterly on a
pro-rata basis.




·           For
service as Chairman of the Board of Directors, Mr. Davis will receive additional
annual compensation of $10,000 in cash (pro-rated based on the actual period
served), to be paid quarterly in advance. Mr. Davis will also receive an
additional option grant of 10,000 shares.




·           All
Board members (other than Ms. Vogt) shall be reimbursed in cash for their
expenses in serving as Board members and shall also be paid a cash fee of (i)
$2,000 for each meeting of the Board of Directors attended in person, and (ii)
$500 for each meeting attended telephonically.  Meeting fees will be
paid quarterly in arrears.


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Compensation for Members of
the Audit Committee of the Board




·           All
Audit Committee members other than the Chairman of the committee will receive an
annual cash fee of $5,000 (pro-rated for the period served) to be paid quarterly
in advance.




·           The
Chairman of the Audit Committee shall receive an annual cash fee of $7,500
(pro-rated for the period served) to be paid quarterly in advance.




·           All
Audit Committee members shall be reimbursed in cash for their expenses in
serving as Audit Committee members and shall also be paid a cash fee of (i)
$2,000 for each committee meeting attended in person and (ii) $500 for each
meeting attended telephonically, unless, in either case, such meeting is
scheduled as an adjunct to a scheduled Board of Directors meeting for which the
Directors are already being compensated.  Meeting fees will be paid
quarterly in arrears.




Compensation for Members of
the Compensation Committee of the Board




·           All
Compensation Committee members other than the Chairman of the committee will
receive an annual cash fee of $2,500 (pro-rated for the period served) to be
paid quarterly in advance.




·           The
Chairman of the Compensation Committee shall receive an annual cash fee of
$5,000 (pro-rated for the period served) to be paid quarterly in
advance.




·           All
Compensation Committee members shall be reimbursed in cash for their expenses in
serving as Compensation Committee members and shall also be paid a cash fee of
(i) $2,000 for each committee meeting attended in person and (ii) $500 for each
meeting attended telephonically, unless, in either case, such meeting is
scheduled as an adjunct to a scheduled Board of Directors meeting for which the
Directors are already being compensated.  Meeting fees will be paid
quarterly in arrears.




Compensation for Members of
the Nominating and Corporate Governance


Committee of the
Board




·           All
Nominating and Corporate Governance Committee members other than the Chairman of
the committee will receive an annual cash fee of $2,500 (pro-rated for the
period served) to be paid quarterly in advance.




·           The
Chairman of the Nominating and Corporate Governance Committee shall receive an
annual cash fee of $5,000 (pro-rated for the period served) to be paid quarterly
in advance.




·           All
Nominating and Corporate Governance Committee members shall be reimbursed in
cash for their expenses in serving as Nominating and Corporate Governance
Committee members and shall also be paid a cash fee of (i) $2,000 for each
committee meeting attended in person and (ii) $500 for each meeting attended
telephonically, unless, in either case, such meeting is scheduled as an adjunct
to a scheduled Board of Directors meeting for which the Directors are already
being compensated.  Meeting fees will be paid quarterly in
arrears.


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Other
Compensation




·           Unless
otherwise provided by the Compensation Committee or Board of Directors, all
members (other than Ms. Vogt) of any other committees of the Board set up from
time to time shall be reimbursed in cash for their expenses in serving as
members of such other committees of the Board and shall also be paid a cash fee
of (i) $2,000 for each committee meeting attended in person and (ii) $500 for
each meeting attended telephonically, unless, in either case, such meeting is
scheduled as an adjunct to a scheduled Board of Directors meeting or other
committee meeting for which the Directors are already being
compensated.  Meeting fees will be paid quarterly in
arrears.




·           In
addition, the Compensation Committee or Board of Directors may from time to time
compensate Directors for their additional service performed at the request of
the Board of Directors.


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