IMMUCELL CORPORATION AND SUBSIDIARY

                               Exhibit 10.22

Employment Agreement dated April 29, 1999 between the Registrant and
     Michael F. Brigham.





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                          EMPLOYMENT AGREEMENT

AGREEMENT made this 29th day of April, 1999, between IMMUCELL
CORPORATION, a Delaware Corporation (the "Company"), and Michael F.
Brigham, of Kennebunk, Maine ("Brigham").

                               WITNESSETH:

In  consideration  of  the  mutual  promises  hereinafter  contained, the
parties hereto agree as follows:

1. EMPLOYMENT  AND  TERM. The Company hereby employs Brigham and  Brigham
   hereby
accepts employment by  the  Company  subject  to  the  provisions of this
Agreement  for  a term commencing on April --, 1999 and ending  upon  the
date of termination of Brigham's employment with the Company.

2. DUTIES OF BRIGHAM.  Brigham  shall  be employed by the Company as Vice
President, Chief Financial Officer, Treasurer  and  Secretary  to perform
such  duties  consistent  with  such  a position as Vice President, Chief
Financial Officer, Treasurer and Secretary  as  its  Board  of  Directors
shall  assign  Brigham from time to time. Brigham shall serve the Company
faithfully and diligently,  use his best efforts to promote the interests
of  the Company, and shall devote  his  full  time  and  efforts  to  the
business and affairs of the Company.

3. COMPENSATION.

(a) BASE  SALARY. As compensation for his services hereunder, the Company
shall pay Brigham  $7,916.66  per  month,  beginning on February 1, 1999.
During  the  entire  term of this agreement, Brigham's  salary  shall  be
subject to periodic review  and  adjustment  by the Board of Directors of
the Company, which Board of Directors may in its  sole  discretion change
the salary to an amount greater than that provided for therein; provided,
however,  that in no event may the Company's Board of Directors  decrease
Brigham's salary below that which is provided for herein.

(b) EMPLOYEE  BENEFITS.  During  the  term  of this Agreement the Company
shall  provide  Brigham with the standard health,  life,  and  disability
insurance coverage  that  is  provided to the Company's other non-officer
employees. Brigham shall also be  eligible  to receive all other employee
benefits of the Company in the same manner and  to  the  same  extent  as
other employees of the Company in accordance with the Company's policies,
including,  without limitation, any incentive pay programs offered by the
Company to all of its non-officer employees.

(c) NONQUALIFIED STOCK OPTIONS.

   (1) GRANT.   By unanimous resolution of the full Board of Directors on
     March 1, 1999 the Company granted to Brigham an option (`Option') to
     purchase thirty-one  thousand  and  one  hundred  (31,100) shares of
     ImmuCell  common  stock (`Shares') at a price equal to  $1.3125  per
     share.


   (2) VESTING.  Brigham's  right  to purchase the Shares subject to this
     Option shall vest as follows:
     (i)  As to 10,366 Shares on and after March 1, 2000;
     (ii) As to an additional 10,367  Shares  on and after March 1, 2001;
          and
     (iii) As to the remaining 10,367 Shares on and after March 1, 2002.

   (3)  EXERCISE.   Except as hereinafter provided,  the  Option  may  be
     exercised in full  or  in  part  at any time to the extent vested in
     accordance with subsection (2).  In  no  event  may  the  Option  be
     exercised  to  purchase  fewer than one hundred (100) Shares, unless
     fewer than one hundred (100) Shares are subject to the Option.

          The purchase price for the Shares acquired upon exercise of the
     Option shall be paid (i) in  cash or certified check, or (ii) at the
     discretion of the Compensation  and  Stock  Option  Committee of the
     Board of Directors of the Company by delivery of one  or  more stock
     certificates,  duly  endorsed,  evidencing other Shares with a  Fair
     Market Value on the date of exercise  equal  to the option price, or
     (iii)  at  the  discretion  of  the  Compensation and  Stock  Option
     Committee, by a combination of the methods described in (i) or (ii).
     As soon as practicable after Brigham has  tendered  payment  of  the
     purchase  price  to  the  Company, the Company shall provide Brigham
     with  a  Certificate  evidencing   the   Shares   purchased.    Such
     certificate  shall  include  any  legends  required under federal or
     state securities laws.

          In the event of Brigham's termination of  employment  with  the
     Company  (except  for  by  reason  of  "just  cause"  as provided by
     subsection (c) of Section 4 of this Agreement), disability or death,
     the  Option  shall  be exercisable during the eighteen-month  period
     following  the date of  Brigham's  termination.   In  the  event  of
     Brigham's termination for "just cause" as provided by subsection (c)
     of Section 4,  the  Option  shall be exercisable for the three month
     period  following  such  termination  only  to  the  extent  it  was
     exercisable at the time of such termination.

   (4) EXPIRATION OF OPTION.  This  Option  shall  expire  at  5:00 p.m.,
     Eastern  time  on  February  28,  2009, unless sooner terminated  as
     provided  in  Section  (c)(3)  above,  and   may  not  be  exercised
     thereafter.

   (5)  NONTRANSFERABILITY.  Brigham may not transfer  the  Option  other
     than  by  will  or  the  laws  of  descent and distribution.  During
     Brigham's lifetime, only Brigham may exercise the Option.

   (6) CHANGE IN CONTROL.  In the event of  a  change  in  control of the
     Company,  Brigham's right to purchase Shares subject to  the  Option
     shall vest  immediately.  For purposes of this Amendment, `change in
     control' shall mean any one of the following events:

               (a)  Any person shall become beneficial owner, directly or
                  indirectly,  of  securities  representing fifty percent
                  (50%)  or  more of the combined  voting  power  of  the
                  Company's then outstanding stock.

               As used in this  Paragraph 6 (a), `beneficial owner' shall
          have the meaning ascribed  to  it from time to time under rules
          promulgated by the Securities and  Exchange Commission pursuant
          to Section 13 (d) of the Securities  Exchange  Act  of 1934, or
          any  similar  successor  statute or rule; and a `person'  shall
          include any natural person,  corporation,  partnership,  trust,
          association,   or  any  group  or  combination  thereof,  whose
          ownership of the  Company stock would be reportable pursuant to
          such provision of the  Securities  Exchange Act of 1934 and the
          rules and regulations promulgated thereunder;

               (b)   The   Company's   stockholders   approve   (i)   any
                  consolidation or merger  of  the  Company  in which the
                  Company  is not the continuing or surviving corporation
                  or pursuant  to  which  shares  of Company common stock
                  would  be  converted  into  cash, securities  or  other
                  property,   or   (ii)   any   sale,  lease,   exchange,
                  liquidation or other transfer (in  one transaction or a
                  series of transactions) of all or substantially  all of
                  the assets of the Company.

               (c)  Any other event which a majority of all the Company's
                  Directors   who   are  not  employees  of  the  Company
                  determines constitutes a change of control.

   (7) NO REGISTRATION OF SECURITIES.  The parties agree that the Company
     presently intends to rely on the  securities  registration exemption
     contained in Section 10502 (1) (L) of the Revised  Maine  Securities
     Act and that, accordingly, no registration or exemption filing shall
     be  made  by  the Company under such Act with respect to the Shares.
     Brigham acknowledges that     transfer   of   the   Shares   may  be
     restricted by applicable federal and state securities laws and  that
     the  Shares  when issued shall contain an appropriate legend to that
     effect.   Notwithstanding  the  foregoing,  the  Company  agrees  to
     register these  shares  in  conjunction  with  its next Registration
     Statement on Form S-8 to be filed with the Securities and Exchange
         Commission.

(d) BONUS. A cash bonus will be paid to Brigham by the Company if certain
performance objectives are met during any fiscal year.  These  objectives
will be specified by the Company's Board of Directors on an annual basis.
Each  and  any  such  annual  incentive  compensation agreement shall  be
incorporated  by  reference into this Employment  Agreement.   Any  bonus
earned during a fiscal year will be paid by 1 February of the next fiscal
year.

4.  TERMINATION OF EMPLOYMENT.

(a)  VOLUNTARY TERMINATION.  Should  Brigham  voluntarily  terminate  his
   employment with the company,
Brigham hereby covenants that, for a period of one (l) year he will abide
by the  terms  of  the  "Agreement  in  Connection with Employment" dated
August  24, 1989 between Brigham and the Company,  a  copy  of  which  is
appended hereto as ATTACHMENT A.

(b) OTHER  TERMINATION.  (i) Should Brigham's employment with the Company
terminate for any reason except  through  Brigham's  voluntary  act or by
termination  for  "just  cause"  as  provided  by  subsection (c) of this
Section 4 or (ii) should Brigham's status or position with the Company be
in any way altered without Brigham's consent so as to  materially  reduce
Brigham's  status  or  responsibilities in a manner inconsistent with his
position as Vice President and Chief Financial Officer of the Company (it
being understood that the  Board of Directors may at any time elect other
individuals to the offices of  Treasurer and Secretary without diminution
in  Brigham's status or responsibilities  as  Vice  President  and  Chief
Financial  Officer)  and  should  Brigham  resign  from  all  offices and
positions  held with the Company in response to such change or alteration
in his status  or  position  with the Company or (iii) should the Company
terminate Brigham's employment  at  any  time, Brigham shall receive from
the Company salary and benefits at the monthly  level  existing  prior to
termination  for  an  additional  three  (3)  months  after  the  date of
termination of Brigham's employment.

In  consideration  for  the  payments  to be made to him pursuant to this
subsection (b), Brigham shall be bound by  the  provisions  of subsection
(a)  of  this Section in the same manner as if his termination  had  been
voluntary,  and  Brigham  shall  not compete with the Company as provided
therein for a period of one (1) year  from  the  date  of  termination of
Brigham's employment by the Company.

(c) TERMINATION FOR JUST CAUSE. Notwithstanding the forgoing provisions
of this Section 4, a majority of the Board of Directors of the Company
may at any time terminate the employment of Brigham for just cause (as
hereinafter defined) upon seven (7) days' written notice to Brigham. Upon
the expiration of such seven (7) day period, Brigham's employment with
the Company shall cease, and from and after such date the Company shall
have no further liability or obligation to make any payments or provide
any benefits which would otherwise be paid to Brigham hereunder, except
as such have accrued on or before such date. In the event of the
termination of Brigham's employment for just cause as provided herein,
Brigham shall be bound by the provisions of subsection (a) of this
Section in the same manner as if his termination had been voluntary, and
Brigham shall not compete with the Company as provided therein for a
period of one (1) year from the date of termination of Brigham's
employment.

As used in this subsection (c), "just cause" shall be deemed  to  include
only the following:

     (i)  Brigham's conviction of a felony involving moral turpitude
     or dishonesty; or

     (ii) Brigham's persistent failure to comply with the reasonable
     directives  or assignments of the Company's Board of Directors,
     provided that  such  directives  or  assignments are consistent
     with Brigham's status and position as set forth in Section 2 of
     this Agreement; or

     (iii) Brigham's persistent failure to  devote his full time and
     efforts  to  the  business and affairs of the  Company  in  the
     manner contemplated by Section 2 of this Agreement.

(d) CERTAIN EVENTS. In the  event  that  (i) following the termination of
Brigham's employment pursuant to subsection  (b)  of  this  Section 4 the
Company  shall fail to pay Brigham when due, or within ten (10)  business
days thereafter,  all  current  sums  payable to Brigham pursuant to said
subsection (b), or (ii) following the termination of Brigham's employment
for any reason whatsoever, the Company  or  any  successor or assignee of
the  Company entitled to the benefits of this Agreement  shall  cease  to
conduct  the  business  of  the  company engaged in by the Company at the
times of such termination, then, and  in either such event, the covenants
against competition set forth in subsections  (a),  (b),  and (c) of this
Section 4 shall be terminated and Brigham shall thereafter  not  be bound
by  the  provisions  thereof.  The  termination of said covenants against
competition shall not alter or affect  the  obligation  of the Company to
make  any  payments  required  to  be  made  to Brigham pursuant  to  the
provisions of subsection (b) of this Section 4.

5.  COVENANT  CONCERNING  OTHER  EMPLOYEES.  Should  Brigham  voluntarily
terminate  his  employment with the Company for  any  reason  whatsoever,
Brigham hereby covenants that, for a period of one (1) year, Brigham will
not directly or indirectly  persuade,  induce  or otherwise encourage any
other employee of the Company to leave the employ  of the Company to join
or  form  any  other  firm, corporation, partnership, association,  joint
venture, trust or business  entity  of  any  kind  engaged  in,  or to be
engaged in the future in, any business which is similar to or competitive
with the business now or at any time hereafter engaged in by the Company.

6. MISCELLANEOUS.

a)  NOTICE.  Any notice required to be given hereunder shall be given  in
writing and shall be delivered by hand or sent by registered or certified
mail, postage  prepaid,  return receipt requested, or by Federal Express,
if to the Company, at the  address  of  its principal offices on the date
upon which such notice is given, and if to  Brigham,  at the then current
residential  address  of  Brigham  (as  reflected on the records  of  the
Company)  by  any  of  the  aforesaid means. Any  such  notice  shall  be
effective when delivered in person  or  deposited  in  the  United States
mails in accordance with the provisions of this subsection.

b)  DEATH. In the event of the death of Brigham during the term  of  this
Agreement  while  he  shall  be  an  employee  of  the Company, Brigham's
compensation pursuant to Section 3 hereof shall cease  as of the last day
of the month in which Brigham's death occurs. Any remaining amounts owing
to Brigham pursuant to Section 3 hereof in respect to such month shall be
paid  to  his  estate  or  shall  pass by applicable laws of descent  and
distribution.  In  the  event  of  the death  of  Brigham  after  he  has
terminated his employment with the Company,  but  prior to the payment of
all amounts payable to him pursuant to the provisions  of  subsection (b)
of  Section  4  hereof, the remaining such amounts shall be paid  to  the
representatives of Brigham's estate.

(c) INJUNCTIVE RELIEF. The parties agree that the extent of damage to the
Company in the event  of  the  breach  by  Brigham  of the noncompetition
covenants  contained  in the agreement attached hereto  as  ATTACHMENT  A
would be difficult or impossible  to ascertain and that there would be no
adequate remedy at law available to  the  Company  in  the  event of such
breach. Therefore, in the event of any such breach, the Company  shall be
entitled  to enforce any or all of such covenants by injunction or  other
equitable relief  in  addition  to  receiving  damages or other relief to
which the Company may be entitled.

(d) BINDING EFFECT; ASSIGNMENT. The provision of  this Agreement shall be
binding  upon  and  shall  inure to the benefit of the  Company  and  its
successors and assigns and to  the  benefit  of Brigham and his heirs and
legal  representative.  This  Agreement is a personal  contract  and  the
rights and interest of Brigham  herein  may  not  be  sold,  transferred,
assigned, pledged, or hypothecated and any such attempted sale, transfer,
assignment, pledge or hypothecation shall be null, void and of no effect.

(e)  ENTIRE  AGREEMENT.  Except  as  set  forth  in  the  next succeeding
sentence,  this  Agreement  contains  the  entire  agreement between  the
parties hereto with respect to the transactions contemplated  herein  and
supersedes all prior agreements and understandings, written and oral with
respect  to  the  subject matter hereof, including without limitation the
Employment Agreement  dated  November  8,  1991  between  Brigham and the
Company,  and  may not be amended or modified except by an instrument  in
writing signed by  both parties hereto.  It is understood and agreed that
the following additional agreements shall remain in full force and effect
and shall not be superceded  by  this  Agreement:  (i)  the "Agreement in
Connection with Employment" dated August 24, 1989 and appended  hereto as
ATTACHMENT  A,  (ii)  the  provisions  regarding  the  nonqualified stock
options  granted  to  Brigham  contained  in the Amendment to  Employment
Agreement dated April 13, 1992 between Brigham and the Company, and (iii)
all other incentive and non-qualified stock  option agreements previously
entered into between Brigham and the Company,  which agreements remain in
full force to the same extent they were in force  before  this  Agreement
was executed.

(f) SEVERABILITY. If any provision of this Agreement is declared invalid,
illegal or unenforceable, such provision shall be severed and all
remaining provisions shall continue in full force and effect.

(g)  LAW  GOVERNING. This Agreement shall be governed by and enforced  in
accordance with the laws of the State of Maine


IN WITNESS  WHEREOF,  the  parties  hereto  have executed this Agreement,
intending the same to take effect as a sealed  instrument, as of the date
first above written.

                                       IMMUCELL CORPORATION


/S/  Michael F. Brigham                /S/ Anthony B. Cashen
Michael F. Brigham                     By:  Anthony B. Cashen
Vice President and Chief Financial     Member, Compensation and Stock
Officer                                Option Committee