IMMUCELL CORPORATION AND SUBSIDIARY

                          Exhibit 10.25

Amendment No. 5 to Agreement for Exclusivity between Advanced Separation
Technologies, Inc. and the Registrant dated October 2, 1997.

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                      AMENDMENT TO AGREEMENT
                          FOR EXCLUSIVITY
                          OCTOBER 2, 1997

     THIS AMENDMENT ("The Amendment") to AGREEMENT FOR EXCLUSIVITY IN
PROTEIN SEPARATION OF MILK OR WHEY PROTEINS (the "Agreement" dated August
30, 1993) is made this 2nd day of October, 1997, by and between ImmuCell
Corporation, a Delaware Corporation with its principal place of business at
56 Evergreen Drive, Portland, Maine 04103 ("ImmuCell") and Advanced
Separation Technologies, Inc., a Florida corporation with its principal
place of business at 5315 Great Oak Drive, Lakeland, Florida  33801
("AST").

                             RECITALS

A.)  ImmuCell and AST have entered into an Agreement for Exclusivity, dated
     August 30, 1993 (Agreement), pursuant to which AST
     granted ImmuCell certain rights in return for meeting certain purchase
     requirements.

B.)  ImmuCell and AST have amended the Agreement on November 5, 1993, 
     January 14, 1994, December 16, 1994, May 3, 1995, November 15, 1995 
     and June 26, 1996.

C.)  ImmuCell and AST desire to amend the Agreement again.


NOW THEREFORE, in consideration of the mutual convenants and conditions
contained herein, the parties hereto agree as follows:

1.)  Article II, Section 2.5 of the Agreement is deleted in its entirety
     and replaced with the following:

          "2.5 In order to maintain its exclusive rights, ImmuCell or any
          sublicensee of ImmuCell shall place orders for commercial
          ISEP<reg-trade-mark> Systems as defined in Section 2.4 per the
          following schedule.  The order of each machine shall extend the
          period of exclusivity to use the ISEP Systems and ISEP Technology 
          in the Field of Use to the date on which the order of each
          subsequent ISEP System is required:
          Second ISEP System: on or before December 1, 1997
          Third ISEP System:  on or before June 30, 1999
          Fourth ISEP System: on or before December 31, 2000
          Fifth ISEP System:  on or before June 30, 2002
          Sixth ISEP System:  on or before June 30, 2003
          Seventh ISEP System:on or before June 30, 2004
          Eighth ISEP System: on or before June 30, 2005


          The order of the eighth ISEP System on or before June 30, 2005 will
          keep the license exclusive through December 31, 2005.
          Price escalation will be 1% above the consumer price index on the 
          second and subsequent purchases of commercial ISEP Systems.  In no
          case shall the time interval between purchases of ISEP Systems exceed
          30 months if exclusivity on the license is to be maintained."

2.)  Article II, Section 2.11 that was added in the November 1995 amendment
     should be deleted in its entirety and replaced with the following:

          "2.11 ImmuCell may grant written sublicenses to third parties, except
          that no sublicense may be granted by ImmuCell to any  manufacturer of
          ion exchange or chromatography process equipment.  Any agreement
          in which ImmuCell grants a sublicense to buy and use ISEP Systems in
          the Field of Use shall state that the sublicense is subject to all
          terms and conditions of this Agreement except Section 2.1."

3.)  Article III, Section 3.1 should be deleted in its entirety and replaced
with the following:

          "3.1 The term of this Agreement and the Grant of Exclusivity included
          herein shall commence August 30, 1993 and shall continue through
          December 31, 2005, subject to Section 3.2 below."

4.)  Article III, Section 3.2 should be deleted in its entirety and replaced
     with the following:

          "3.2 AST may terminate this Agreement upon 60 days written notice if:

          3.2.1 Conditions in Section 2.1, 2.2, 2.3, 2.7, 2.8, 2.9, 2.10
          or 2.11 are not met.

          3.2.2 ImmuCell becomes party to bankruptcy or insolvency proceedings,
          or to proceedings involving a composition among creditors, or makes 
          an assignment for the benefit of creditors.

Any termination of the Agreement will not affect the rights of ImmuCell or any
sublicensee to continue to use the ISEP Systems/ISEP Technology previously
purchased under this Agreement for the purification of milk and whey proteins
included in the Field of Use."

5.)  Article III, Section 3.3 shall be deleted in its entirety and replaced by:

          "3.3 AST shall have the right to change the exclusive license granted
          in 2.0 to a non-exclusive license if ImmuCell fails to meet the
          conditions of Section 2.4, 2.5 or 2.6."

6.)  ImmuCell agrees to advance the payment of $34,000 initially due to AST on
     January 15, 1998 by one month to December 15, 1997 to maintain exclusivity.

7.)  All other provisions of the Agreement remain unchanged and in full force
     and effect.


     IN WITNESS WHEREOF, the parties hereto have executed this amendment as
of the day and year first above written.

IMMUCELL CORPORATION       ADVANCED SEPARATION TECHNOLOGIES, INC.

By:/S/ THOMAS C. HATCH     By: /S/ STEVEN WEISS

Date: OCTOBER 2, 1997      Date:  OCTOBER 2, 1997