<PAGE>

                      SEROLOGICALS CORPORATION
           AMENDED AND RESTATED 1995 NON-EMPLOYEE DIRECTORS'
                         STOCK OPTION PLAN



         1.  Purpose.  The Amended and Restated 1995 Non-Employee 
Directors' Stock Option Plan (the "Plan") of Serologicals Corporation, 
a Delaware corporation (the "Corporation"), is designed to aid the 
Corporation and its subsidiaries in retaining and attracting non-
employee directors of exceptional ability by enabling such non-
employee directors to purchase a proprietary interest in the 
Corporation, thereby stimulating in such individuals an increased 
desire to render greater services which will contribute to the 
continued growth and success of the Corporation and its subsidiaries.

         2.  Amount and Source of Stock.  The total number of shares 
of the Corporation's Common Stock (the "Shares") which may be the 
subject of options granted pursuant to the Plan shall be limited so 
that the total number of Shares issued upon the exercise of options 
granted pursuant to the Plan shall not exceed 540,000 (after giving 
effect to the 3 for 2 split of the Shares in February 1997), subject 
to adjustment as provided in paragraph 12.  None of the options to be 
granted under the Plan are intended to be "Incentive Stock Options" as 
defined in Section 422 of the Internal Revenue Code of 1986, as 
amended (the "Code"), and the regulations (whether proposed, temporary 
or final) promulgated thereunder.  Such Shares may be reserved or made 
available from the Corporation's authorized and unissued Shares or 
from Shares reacquired and held in the Corporation's treasury.  In the 
event that any option granted hereunder shall terminate prior to its 
exercise in full for any reason, then the Shares subject to such 
option shall be added to the Shares otherwise available for issuance 
pursuant to the exercise of options under the Plan.

         3.  Administration of the Plan.  The Plan shall be 
administered by a committee (the "Committee") of the Board of 
Directors of the Corporation (the "Board") comprised of two or more 
members of the Board, selected by the Board, all of which members 
shall be "disinterested persons" as that term is defined in Rule 16b-
3(d)(3) (or any successor provision) promulgated under the Securities 
Exchange Act of 1934, as amended (the "Exchange Act").  The Committee 
is hereinafter sometimes referred to as the "Administrative Body."  
The Administrative Body shall have full authority to interpret the 
Plan, to establish and amend rules 
and regulations relating to it and to make all other determinations 
necessary or advisable for the administration of the Plan. 

<PAGE>                      1

          4.  Non-Discretionary Lump Sum Grants.

              (a)  Each person who is elected for the first time to be 
a non-employee director automatically shall, on the day after the date 
of his initial election to be a non-employee director by the Board or 
stockholders of the Corporation, be granted an option exercisable to 
purchase 24,000 Shares. The date on which an option is granted under 
paragraph 4 or 5 to a specified individual shall constitute the date 
of grant of such option (the "Date of Grant"). 

              (b)  Subject to subparagraph 13(b) hereof, options 
granted to a participant under subparagraph 4(a) hereof shall vest at 
the rate of 25% per year commencing on the first anniversary of the 
Date of Grant; provided that for each six months (or portion thereof) 
of service as a director of the Corporation or any subsidiary prior to 
the Date of Grant, such vesting shall accelerate by one (1) year.

         5.  Non-Discretionary Annual Grants.

              (a)  Each non-employee director shall automatically 
receive an annual grant of an option to purchase 6,000 Shares on the 
day after the annual meeting of stockholders at which directors are 
elected each year (the "Annual Meeting Date"); provided, that the 
first grant of an option to a particular non-employee director under 
this subparagraph 5(a) shall be made on the first Annual Meeting Date 
after the option granted under subparagraph 4(a) shall have or would 
have (had not such director elected to decline an award in accordance 
with subparagraph 6(a)), vested in full.

              (b)  Subject to subparagraph 13(b) hereof, options 
granted to a participant under subparagraph 5(a) hereof shall vest at 
the rate of 25% per year commencing on the first anniversary of the 
Date of Grant.

         6.  Election to Decline Grant; Revocation of Declination.

              (a)  Any non-employee director entitled to an option 
under paragraph 4 or 5 may, at any time on or before Date of Grant, 
elect to decline such award.  Such election shall be in writing, and 
signed by the non-employee director.

              (b)  A non-employee director who makes an election under 
(a) above, shall receive no compensation as a substitute for the 
option(s) declined.

               (c)  An election described in (a) above may be revoked 
on a prospective basis at any time prior to a scheduled award.  Such 
revocation election must be in writing and signed by the non-employee 
director.

<PAGE>                        2

          7.  Option Price.  The exercise price of the Shares 
purchasable under any option granted pursuant to the Plan shall be 
100% of the fair market value of the Shares subject to such option on 
the Date of Grant.  For purposes of the Plan, the "fair market value 
per share" of the Shares on a given date shall be: (i) if the Shares 
are listed on a registered securities exchange or quoted on the 
National Market System, the closing price per share of the Shares on 
such date (or, if there was no trading reported on such date, on the 
next preceding day on which there was trading reported); (ii) if the 
Shares are not listed on a registered securities exchange and not 
quoted on the National Market System, but the bid and asked prices per 
share for the Shares are provided by Nasdaq, the National Quotation 
Bureau Incorporated or any similar organization, the average of the 
closing bid and asked price per share of the Shares on such date (or, 
if there was no trading in the Shares on such date, on the next 
preceding day on which there was trading) as provided by such 
organization; and (iii) if the Shares are not traded on a registered 
securities exchange and not quoted on the National Market System and 
the bid and asked price per share of the Shares are not provided by 
Nasdaq, the National Quotation Bureau Incorporated or any similar 
organization, solely as determined by the Administrative Body in good 
faith.

         8.  Term of Option.

               (a)  Options granted hereunder shall be exercisable for 
a period of ten (10) years from the Date of Grant.

               (b)  The grant of options pursuant to the terms of the 
Plan shall be effective as of the Date of Grant; provided, however, 
that no option granted hereunder shall be exercisable unless and until 
this Plan has been approved by the Corporation's stockholders and 
unless and until the holder has entered into an individual option 
agreement with the Corporation that shall set forth the terms and 
conditions of such option.  Each such agreement shall expressly 
incorporate by reference the provisions of this Plan (a copy of which 
shall be made available for inspection by the optionee during normal 
business hours at the principal office of the Corporation), and shall 
state that in the event of any inconsistency between the provisions 
hereof and the provisions of such agreement, the provisions of this 
Plan shall govern.

         9.  Exercise of Options.  An option shall be exercised when 
written notice of such exercise, signed by the person entitled to 
exercise the option, has been delivered or transmitted by registered 
or certified mail to the Secretary of the Corporation at its then 
principal office.  Such notice shall specify the number of Shares for 
which the option is being exercised and shall be accompanied by (i) 
such documentation, if any, as may be required by the Corporation as 
provided in subparagraph 13(b), and (ii) payment of the aggregate 
option price.  Such payment shall be in the form of (i) cash or check 

<PAGE>                        3 


payable to the order of the Corporation in the amount of the aggregate 
option price, (ii) certificates duly endorsed for transfer (with all 
transfer taxes paid or provided for) evidencing a number of Shares of 
which the aggregate fair market value on the date of exercise is equal 
to the aggregate option exercise price of the Shares being purchased, 
(iii) any method of payment which is acceptable to the Administrative 
Body (including pursuant to a cashless exercise program adopted by the 
Administrative Body) or (iv) a combination of these methods of 
payment.  Delivery of such notice shall constitute an irrevocable 
election to purchase the Shares specified in such notice, and 
the date on which the Corporation receives the last of such notice, 
documentation and the aggregate option exercise price for all of the 
shares covered by the notice shall, subject to the provisions of 
paragraph 13 hereof, be the date as of which the Shares so purchased 
shall be deemed to have been issued.  The person entitled to exercise 
the option shall not have the right or status as a holder of the 
Shares to which such exercise relates prior to receipt by the 
Corporation of the payment, notice and documentation expressly 
referred to in this paragraph 9.  Notwithstanding the foregoing, a 
holder whose transactions in Common Stock are subject to Section 16(b) 
of the Exchange Act may tender Shares in payment of all or any portion 
of the option price only if the following additional conditions are 
met: (i) the tender is made at least six months after the Date of 
Grant and (ii) either (x) the election to tender is irrevocably 
made at least six months in advance of the tender of Shares or 
(y) the tender of Shares takes place during the period beginning on 
the third business day following the date of release of the 
Corporation's quarterly or annual financial results and ending on the 
twelfth business day following such date.

         10.  Exercise and Cancellation of Options After Termination, 
Disability or Death.  Except as set forth below, if a holder shall 
voluntarily or involuntarily cease to serve as a director of the 
Corporation or if a holder's service shall terminate on account of death or 
disability, the option of such holder shall terminate two 
years following the first day that the holder is no longer such a 
director (the "Termination Date"); provided that if such director is 
removed for cause, the option shall terminate immediately.  In no 
event may the holder, or the holder's guardian, conservator, executor 
or administrator, as the case may be, exercise an option after the end 
of the original term of the option.  

          Nothing contained herein or in any option agreement shall be 
construed to confer on any option holder any right to continue as a 
director of the Corporation or derogate from any right of the 
Corporation, the Board or the stockholders of the Corporation to 
remove such option holder as a director of the Corporation, with or 
without cause.

         11.  Non-transferability of Options.  No option granted under 
the Plan shall be sold, pledged, assigned or transferred in any manner 
except to the extent that options may be exercised by an executor or 
administrator as provided in paragraph 10 hereof.  An option may be 
exercised, during the lifetime of the holder thereof, only by such 
holder or his duly appointed guardian or conservator in the event of 
his disability.


<PAGE>                        4

         12.  Adjustments Upon Certain Events.

            If the outstanding Shares are subdivided, consolidated, 
increased, decreased, changed into, or exchanged for a different 
number or kind of shares or other securities of the Corporation 
through reorganization, merger, recapitalization, reclassification, 
capital adjustment or similar transaction, or if the Corporation shall 
issue additional Shares as a dividend or pursuant to a stock split, 
then the number and kind of Shares available for issuance pursuant to 
the exercise of options to be granted under this Plan and all Shares 
subject to the unexercised portion of any option theretofore granted 
and the exercise price of such options shall be adjusted on a pro rata 
basis to prevent the inequitable enlargement or dilution of any rights 
hereunder; provided, however, that any such adjustment in outstanding 
options under the Plan shall be made without change in the aggregate 
exercise price applicable to the unexercised portion of any such 
outstanding option.  Distributions to the Corporation's stockholders 
consisting of property other than Shares of the Corporation or its 
successor and distributions to stockholders of rights to subscribe for 
Shares shall not result in the adjustment of the Shares purchasable 
under outstanding options or the exercise price of outstanding 
options.  Adjustments under this paragraph shall be made by the 
Administrative Body, whose determination thereof shall be conclusive 
and binding.  Any fractional Share resulting from adjustments pursuant 
to this paragraph shall be eliminated from any then outstanding 
option.  Nothing contained herein or in any option agreement shall be 
construed to affect in any way the right or power of the Corporation 
to make or become a party to any adjustments, reclassifications, 
reorganizations or changes in its capital or business structure or to 
merge, consolidate, dissolve, liquidate or otherwise transfer all or 
any part of its business or assets.

          13.  General Restrictions.

              (a)  No option granted hereunder shall be exercisable if 
the Corporation shall at any time determine that (i) the listing upon 
any securities exchange, registration or qualification under any state 
or federal law of any Shares otherwise deliverable upon such exercise, 
or (ii) the consent or approval of any regulatory body or the 
satisfaction of withholding tax or other withholding liabilities, is 
necessary or appropriate in connection with such exercise.  In any of 
the events referred to in clause (i) or clause (ii) above, the 
exercisability of such options shall be suspended and shall not be 
effective unless and until such withholding, listing, registration, 
qualifications or approval shall have been effected or obtained free 
of any conditions not acceptable to the Corporation in its sole 
discretion, notwithstanding any termination of any option or any 
portion of any option during the period when exercisability has been 
suspended.

              (b)  The Administrative Body may require, as a condition 
to the right to exercise an option, that the Corporation receive from 

<PAGE>                        5

the option holder, at the time of any such exercise, representations, 
warranties and agreements to the effect that the Shares are being 
purchased by the option holder for investment only and without any 
present intention to sell or otherwise distribute such Shares and that 
the option holder will not dispose of such Shares in transactions 
which, in the opinion of counsel to the Corporation, would violate the 
registration provisions of the Securities Act of 1933, as then 
amended, and the rules and regulations thereunder.  The certificates 
issued to evidence such Shares shall bear appropriate legends 
summarizing such restrictions on the disposition thereof.

         14.  Amendment.  Except to the extent prohibited by 
applicable law and unless otherwise expressly provided in an Option 
agreement or in the Plan:

              (a)  The Board may amend, alter, suspend, discontinue or 
terminate the Plan, except that any amendment, alteration, suspension, 
discontinuation or termination that would impair the rights of any 
participant, or any other holder or beneficiary of any option 
theretofore granted to the extent such rights are not then accrued and 
vested, shall require the consent of such participant, other holder or 
beneficiary of an option.  Notwithstanding the foregoing, the Board 
may condition any amendment on the approval of the stockholders of the 
Corporation if such approval is necessary or advisable with respect to 
tax (including Code Sections 162(m) and 422), securities or other 
applicable laws and rules and regulations to which the Corporation, 
this Plan, participants or other applicable persons are subject.

              (b)  The Board may correct any defect, supply any 
omission or reconcile any inconsistency in the Plan or any option in 
the manner and to the extent it shall deem desirable to carry the Plan 
into effect.  



          15.  Termination.  Unless the Plan shall theretofore have 
been terminated as provided hereinafter and in paragraph 16 hereof, 
the Plan shall terminate on August 9, 2005, and no options under the 
Plan shall thereafter be granted; provided, however, that the Board 
may at any time, in its sole discretion, terminate the Plan prior to 
the foregoing date.  No termination of the Plan by the Board shall, 
without the consent of the holder of an existing option, materially 
and adversely affect his rights under such option.

<PAGE>                         6