IMMUCOR INC
EXH10.22INDEMNAGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>indemnificationagrmnt.txt
<DESCRIPTION>EXH10.22INDEMNAGREEMENT
<TEXT>
                            INDEMNIFICATION AGREEMENT


     This INDEMNIFICATION  AGREEMENT, made and entered into as of this _____ day
of ______________,  2001 ("Agreement"),  by and between Immucor, Inc., a Georgia
corporation (the "Corporation"), and ("Indemnitee").

         WHEREAS,  the Board of Directors of the  Corporation  (the "Board") has
determined  that the ability to attract and retain highly  competent  persons as
directors,  officers,  or in other  capacities  is in the best  interests of the
Corporation's  shareholders  and that such  persons  should be assured that they
will have protection in the future; and

         WHEREAS, it is reasonable, prudent and necessary for the Corporation to
obligate  itself  contractually  to indemnify such persons to the fullest extent
permitted  by  applicable  law, so that such  persons  will serve or continue to
serve the  Corporation  free from undue concern that they will not be adequately
indemnified; and

         WHEREAS,  this  Agreement is a supplement to and in  furtherance of any
rights  granted under the Articles of  Incorporation  of the  Corporation or the
By-Laws of the Corporation and any resolutions  adopted  pursuant  thereto shall
not be deemed to be a substitute therefor nor to diminish or abrogate any rights
of Indemnitee thereunder, and

         NOW,  THEREFORE,  in  consideration  of  Indemnitee's  service  to  the
Corporation,  the premises and the covenants  contained herein,  the Corporation
and Indemnitee do hereby covenant and agree as follows:

Section 1.        Definitions.  For purposes of this Agreement:

(a)  "Corporate  Status"  means the status of a person who is or was a director,
officer,  employee,  agent  or  fiduciary  of the  Corporation  or of any  other
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  which  such  person  is  or  was  serving  at  the  request  of  the
Corporation.

(b)  "Disinterested  Director" shall have the meaning given such term by Section
850 of the Georgia Business Corporation Code (the "GBCC").

(c) "Expenses"  means all reasonable  attorneys' fees,  retainers,  court costs,
transcript  costs, fees of experts,  witness fees, travel expenses,  duplicating
costs, printing and binding costs, telephone charges,  postage, delivery service
fees, and all other disbursements or expenses of the types customarily  incurred
in connection  with  prosecuting,  defending,  preparing to prosecute or defend,
investigating, or being or preparing to be a witness in a Proceeding.

(d)  "Proceeding"  means any  threatened  or pending  claim,  action,  suit,  or
proceeding,   whether   civil,   criminal,   administrative,   arbitrative,   or
investigative and whether formal or informal.

Section 2.  Indemnification  - General.  The Corporation  shall  indemnify,  and
advance  Expenses to,  Indemnitee  as provided in this  Agreement to the fullest
extent  permitted  by  applicable  law in effect on the date  hereof and to such
greater extent as applicable law may  thereafter  from time to time permit.  The
rights of Indemnitee  provided under the preceding  sentence shall include,  but
shall not be limited  to, the  rights  set forth in the other  Sections  of this
Agreement.

Section 3. Indemnification for Proceedings.  The Corporation shall indemnify the
Indemnitee  against Expenses,  judgments,  penalties,  fines and amounts paid in
settlement  actually  and  reasonably  incurred  by  him  or on  his  behalf  in
connection  with any  Proceeding if the  Indemnitee is a party to the Proceeding
because of his Corporate Status,  provided that the Indemnitee conducted himself
in good faith, and (a) the Indemnitee  reasonably  believed:  (i) in the case of
conduct in his official capacity, that such conduct was in the best interests of
the  Corporation;  (ii) in all other  cases,  that such conduct was at least not
opposed to the best  interests  of the  Corporation;  and (b) in the case of any
criminal  proceeding,  the  Indemnitee  had no reasonable  cause to believe such
conduct was unlawful. Notwithstanding the foregoing, no indemnification shall be
made in connection  with any Proceeding with respect to conduct for which he was
adjudged  liable on the basis  that he  improperly  received  personal  benefit,
whether or not involving action in his professional  capacity,  or if applicable
law prohibits such indemnification.

Section 4. Indemnification for Expenses of a Witness.  Notwithstanding any other
provision of this Agreement,  to the extent that Indemnitee is, by reason of his
Corporate Status, a witness in any Proceeding,  he shall be indemnified  against
all  Expenses  actually  and  reasonably  incurred  by him or on his  behalf  in
connection therewith.

Section 5. Advancement of Expenses.  The Corporation  shall advance all Expenses
incurred by or on behalf of  Indemnitee  in  connection  with any  Proceeding to
which he is a party by reason of his Corporate Status,  within twenty days after
the receipt by the  Corporation  of a statement or  statements  from  Indemnitee
requesting such advance or advances from time to time, whether prior to or after
final disposition of such Proceeding. Such statement or statements shall include
a written  affirmation  of his good faith  belief  that he has met all  relevant
standards of conduct set forth in Section 3 shall be  accompanied  by reasonable
evidence  of the  Expenses  incurred  by  Indemnitee,  and shall  include  or be
preceded or  accompanied  by an  undertaking  in the form  prescribed by Section
853(a)(2)  of the GBCC,  by or on behalf of  Indemnitee,  to repay any  Expenses
advanced if it shall ultimately be determined that Indemnitee is not entitled to
be indemnified against such Expenses.

Section 6. Limitations.  Notwithstanding  anything to the contrary  contained in
this Agreement, the Corporation shall have no obligation under this Agreement to
make any payment to Indemnitee with respect to Expenses,  judgments,  penalties,
fines and  amounts  paid in  settlement:  (a) on  account  of any claim  against
Indemnitee  for an  accounting  of  profits  made from the  purchase  or sale of
securities of the Corporation pursuant to the provisions of Section 16(b) of the
Securities Exchange Act of 1934 and amendments thereto or the similar provisions
of any other  applicable  law;  (b) on account of any claim  against  Indemnitee
arising out of the trading of the Corporation  stock while  possessing  material
non-public information, whether pursuant to the Insider Trading Sanctions Act of
1984 or  otherwise;  (c) if a final  judgment or other final  adjudication  by a
court having  jurisdiction  in the matter shall determine that such indemnity is
not  lawful;  (d) in  respect  to  remuneration  paid to  Indemnitee  if a final
judgment or other  final  adjudication  by a court  having  jurisdiction  in the
matter  shall  determine  that such  remuneration  was not  lawful;  (e) for any
appropriation,  in violation of his duties,  of any business  opportunity of the
Corporation; (f) for acts or omissions which involve intentional misconduct or a
knowing  violation of law; (g) for unlawful  distributions  as set forth in GBCC
Section  14-2-832 (or any successor  provision);  (h) for any  transaction  from
which he received  an improper  personal  benefit.;  or (i) with  respect to any
Proceeding,  or any claim  therein,  brought or made by  Indemnitee  against the
Corporation.

Section 7.        Non-Exclusivity, Survival of Rights, Insurance, Subrogation.

(a)  The rights of  indemnification  and to receive  advancement  of Expenses as
     provided  by this  Agreement  shall  not be deemed  exclusive  of any other
     rights to which  Indemnitee  may at any time be entitled  under  applicable
     law, the Articles of Incorporation  or the By-Laws of the Corporation,  any
     agreement,  a vote  of  shareholders  for a  resolution  of  directors,  or
     otherwise.  No  amendment,  alteration  or repeal of this  Agreement or any
     provision  hereof shall be effective as to any  Indemnitee  with respect to
     any action  taken or omitted by such  Indemnitee  in his  Corporate  Status
     prior to such amendment, alteration or repeal.

(b)  In the event of any payment under this Agreement,  the Corporation shall be
     subrogated  to the extent of such  payment to all of the rights of recovery
     of  Indemnitee,  who shall execute all papers  required and take all action
     necessary to secure such rights,  including  execution of such documents as
     are  necessary  to enable the  Corporation  to bring  suit to enforce  such
     rights.

(c)  The  Corporation  shall  not be liable  under  this  Agreement  to make any
     payment of amounts otherwise  indemnifiable  hereunder if and to the extent
     that  Indemnitee  has  otherwise  actually  received such payment under any
     insurance policy, contract, agreement or otherwise.

Section 8. Duration of Agreement;  Assignment.  This  Agreement  shall  continue
until  and  terminate  upon the  later of:  (a) five  years  after the date that
Indemnitee shall have ceased to serve as a director, officer, employee, agent or
fiduciary of the  Corporation or of any other  corporation,  partnership,  joint
venture,  trust,  employee  benefit plan or other  enterprise  which  Indemnitee
served at the request of the  Corporation;  or (b) the final  termination of all
pending  Proceedings  in  respect  of which  Indemnitee  is  granted  rights  of
indemnification  or advancement of Expenses  hereunder . This Agreement shall be
binding upon the  Corporation  and its successors and assigns and shall inure to
the benefit of  Indemnitee  and his heirs,  executors  and  administrators.  Any
purported  assignment  of this  Agreement  or any of the  rights or  obligations
hereunder  by  Indemnitee  shall be void.  In addition to the rights  granted to
Indemnitee  under this Agreement,  Indemnitee shall also have the benefit of any
indemnification  more  favorable to a director of the  Corporation  granted in a
contract of  indemnification  to any current member of the Board of Directors of
the Corporation.

Section 9. Severability.  If any provision or provisions of this Agreement shall
be held to be invalid,  illegal or unenforceable for any reason whatsoever:  (a)
the validity,  legality and  enforceability of the remaining  provisions of this
Agreement  (including,  without limitation,  each portion of any Section of this
Agreement  containing  any  such  provision  held  to  be  invalid,  illegal  or
unenforceable,  that is not itself invalid,  illegal or unenforceable) shall not
in any way be  affected  or  impaired  thereby;  and (b) to the  fullest  extent
possible, the provisions of this Agreement (including,  without limitation, each
portion of any Section of this  Agreement  containing any such provision held to
be invalid,  illegal or  unenforceable)  that is not itself invalid,  illegal or
unenforceable  shall be construed so as to give effect to the intent  manifested
by the provision held invalid, illegal or unenforceable.

Section  10.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  including counterparts signed and delivered by fax, each of which
shall for all  purposes  be deemed to be an original  but all of which  together
shall constitute one and the same Agreement. Only one such counterpart signed by
the party against whom enforceability is sought needs to be produced to evidence
the existence of this Agreement.

Section 11.  Headings.  The headings of the  paragraphs  of this  Agreement  are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.

Section 12. Modification and Waiver. No supplement, modification or amendment of
this  Agreement  shall be  binding  unless  executed  in  writing by both of the
parties  hereto.  No waiver of any of the provisions of this Agreement  shall be
deemed or shall constitute a waiver of any other  provisions  hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

Section 13.       Notification and Defense of Claims.

(a) Promptly  after receipt by Indemnitee of notice of the  commencement  of any
action, suit or proceeding, Indemnitee will, if a claim in respect thereto is to
be made against the Corporation under this Agreement,  notify the Corporation of
the  commencement  thereof.  The failure so to notify the  Corporation  will not
relieve  the  Corporation  from any  liability  which it may have to  Indemnitee
otherwise than under this  Agreement.  With respect to any such action,  suit or
proceeding  as  to  which  Indemnitee  so  notifies  the  Corporation:  (i)  the
Corporation will be entitled to participate therein at its own expense; and (ii)
except  as  otherwise  provided  below,  to the  extent  that it may  wish,  the
Corporation may assume the defense thereof.

(b) After notice from the  Corporation  to  Indemnitee of its election to assume
the defense thereof, the Corporation will not be liable to Indemnitee under this
Agreement or otherwise for any legal or other expenses  subsequently incurred by
Indemnitee in connection with the defense thereof other than reasonable costs of
investigation or as otherwise provided below. Indemnitee shall have the right to
employ  counsel of his choosing in such action,  suit or proceeding but the fees
and expenses of such counsel  incurred after notice from the  Corporation of its
assumption of the defense  thereof shall be at the expense of Indemnitee  unless
(i) the  employment of counsel by Indemnitee  has been  authorized in writing by
the  Corporation,  (ii) the  Corporation  and Indemnitee  shall have  reasonably
concluded that there may be a conflict of interest  between the  Corporation and
Indemnitee  in the  conduct  of  the  defense  of  such  action,  or  (iii)  the
Corporation shall have failed or refused to employ counsel to assume the defense
of such  action,  in each of which  cases the  reasonable  fees and  expenses of
Indemnitee's counsel shall be paid by the Corporation.

(c) The Corporation  shall not be liable to Indemnitee  under this Agreement for
any amounts paid in settlement  of any  threatened  or pending  action,  suit or
proceeding  without its prior written consent.  The Corporation shall not settle
any such action, suit or proceeding in any manner which would impose any penalty
or limitation on Indemnitee without Indemnitee's prior written consent.  Neither
the Corporation nor Indemnitee will unreasonably  withhold his or its consent to
any proposed settlement.

Section 14. Securities and Exchange Commission. Indemnitee acknowledges that the
Securities  and  Exchange  Commission  ("SEC") has  expressed  its opinion  that
indemnification  of directors and officers from liabilities under the Securities
Act of 1933 (the "Act") is against  public policy and  therefore  unenforceable.
Indemnitee  hereby agrees that it will not be a breach of this Agreement for the
Corporation to agree with the SEC in connection with the  registration  for sale
of any stock or other  securities of the Corporation  from time to time that, in
the event that a claim for indemnification  against such liabilities (other than
the payment by the  Corporation  of  expenses  incurred or paid by a director or
officer of the  Corporation  in the  successful  defense of any action,  suit or
proceeding) is asserted in connection with such stock or other  securities being
registered,  the  Corporation  will,  unless in the  opinion of its  counsel the
matter has been settled by controlling precedent, submit to a court of competent
jurisdiction  the  question  of  whether  or not such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.  Indemnitee further agrees that such submission to a
court of competent jurisdiction shall not be a breach of this Agreement.

Section 15. Notices.  All notices,  requests,  demands and other  communications
hereunder shall be in writing and shall be deemed to have been duly given if (i)
delivered by hand, or (ii) mailed by certified or  registered  mail with postage
prepaid, on the third business day after the date on which it is so mailed, (a),
if to Indemnitee,  to the address  designated by Indemnitee for such purpose set
forth under his signature, and (b), if to the Corporation, to:

                                  Immucor, Inc.
                                                   P.O. Box 5625
                               3130 Gateway Drive
                             Norcross, GA 30091-5625

or to such  other  address  as may have  been  furnished  to  Indemnitee  by the
Corporation or to the Corporation by Indemnitee, as the case may be.

Section 16.  Governing  Law.  The  parties  agree that this  Agreement  shall be
governed by, and  construed  and enforced in  accordance  with,  the laws of the
State of Georgia.

Section 17.  Approval by Board of Directors.  The obligations of the Corporation
under this Agreement  shall become  effective upon the approval of the terms and
conditions of this Agreement by the board of directors of the Corporation.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the day and year first above written.

                  IMMUCOR, INC.                        INDEMNITEE:


         By:
       Edward L. Gallup,
                  Chief Executive Officer

                                                       Address for notice:






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