IMMUCELL CORP /DE/, DEF 14A, 2000-04-28

IMMUCELL CORP /DE/
DEF 14A, 2000-04-28
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

IMMUCELL CORPORATION
................................................................................
(Name of Registrant as Specified In Its Charter)

................................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
................................................................................
2) Aggregate number of securities to which transaction applies:
................................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
................................................................................
4) Proposed maximum aggregate value of transaction:
................................................................................
5) Total fee paid:
................................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
................................................................................
2) Form, Schedule or Registration Statement No.:
................................................................................
3) Filing Party:
................................................................................
4) Date Filed:
................................................................................

<PAGE>

IMMUCELL CORPORATION

Notice of Annual Meeting of Stockholders

June 22, 2000

To the Stockholders of ImmuCell Corporation:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ImmuCell
Corporation (the "Company") will be held at the Embassy Suites Hotel, 1050
Westbrook Street, Portland, Maine on Thursday, June 22, 2000 at 9:00 a.m.
for the following purposes:

1. To elect a Board of Directors to serve until the next Annual
Meeting of Stockholders and until their successors are elected and qualified.

2. To consider and act upon a proposal to approve the Company's
2000 Stock Option and Incentive Plan.

3. To consider and act upon a proposal to approve the Company's
2000 Stock Option Plan for Outside Directors.

4. To take any other action which may properly come before the
meeting, or any adjournment thereof.

The Board of Directors has fixed the close of business on Monday,
April 24, 2000, as the record date for the determination of stockholders
entitled to notice of, and to vote at, the meeting.

By Order of the Board of Directors

MICHAEL F. BRIGHAM, Secretary
April 27, 2000

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE,
DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY IN THE
ENVELOPE ENCLOSED FOR THAT PURPOSE. THE GIVING OF SUCH PROXY WILL NOT
AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING IN PERSON.

<PAGE>

IMMUCELL CORPORATION
56 Evergreen Drive
Portland, ME 04103
April 27, 2000

PROXY STATEMENT

2000 Annual Meeting of Stockholders

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of ImmuCell Corporation (the "Company"), a Delaware
corporation, of proxies to be voted at the Annual Meeting of Stockholders
of the Company to be held at 9:00 a.m. on Thursday, June 22, 2000 at the
Embassy Suites Hotel, 1050 Westbrook Street, Portland, Maine, and any and
all adjournments thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders. This proxy statement and the
enclosed proxy card are first being given or sent to stockholders on or
about May 1, 2000. Stockholders who execute proxies may revoke them at any
time before exercise thereof. See "OTHER MATTERS", below.

VOTING SECURITIES OUTSTANDING

Only stockholders of record at the close of business on April 24, 2000, the
record date, are entitled to notice of, and to vote at, the Annual Meeting
and at any adjournment thereof. As of such date, there were 2,655,684
shares of common stock of the Company issued and outstanding. Each share
is entitled to one vote with respect to all matters to be acted upon at the
meeting. The holders of one-third of the Company's common stock
outstanding and entitled to vote, represented at the meeting in person or
by proxy, shall constitute a quorum for the transaction of business. Votes
cast in person or by proxy at the meeting will be tabulated by the
inspector of election approved for the meeting.

With regard to the election of directors, votes may be cast in favor or
withheld; votes that are withheld from any nominee, as well as broker non-
votes, will not be counted in such nominee's favor. The nominees for
directors receiving a plurality of the votes cast by the holders of the
common stock represented at the meeting in person or by proxy will be
elected. This means that the six nominees receiving the largest number of
votes cast will be elected. Abstentions may be specified on the proposals
to approve the 2000 Stock Option and Incentive Plan and the 2000 Stock
Option Plan for Outside Directors and will be counted as present for
purposes of these items. Since the approval of both of these plans
requires the approval of the holders of a majority of the shares of the
Company's common stock represented at the meeting, abstentions will have
the effect of a negative vote. Broker non-votes on these two items will be
treated as shares not voted and will have no effect on the vote.

ELECTION OF THE BOARD OF DIRECTORS (ITEM 1)

Each of the six persons listed below has been nominated to serve as a
director until the next Annual Meeting of the Stockholders and until his
successor is chosen and qualified. The proxies in the enclosed form which
are executed and returned will be voted (unless otherwise directed) for the
election as directors of the nominees listed below:

MICHAEL F. BRIGHAM (Age: 39, Officer Since: October 1991,
Director Since: March 1999) was appointed to serve as President and Chief
Executive Officer in February 2000, while maintaining the titles of
Treasurer and Secretary. He was first appointed to serve as a Director of
the Company in March 1999 and is a member of the Executive Committee of the
Board of Directors. He previously had been elected Vice President of the
Company in December 1998 and served as Chief Financial Officer since
October 1991. He has served as Secretary since December 1995 and as
Treasurer since October 1991. Prior to that, he served as Director of
Finance and Administration since originally joining the Company in
September 1989. Mr. Brigham serves on the Board of Directors of the
Biotechnology Association of Maine and of the Maine Center for Innovation
in Biotechnology. Prior to joining the Company, he was employed as an
audit manager for the public accounting firm of Ernst & Young. Mr. Brigham
earned his Masters in Business Administration from New York University in
1989.

ANTHONY B. CASHEN (Age: 64, Director Since: 1985) is a member of the
Executive and the Compensation and Stock Option Committees of the Board of
Directors and retired as a senior partner of TMP Worldwide, Inc., an
executive recruitment firm, in January 2000. From 1980 to 1990, Mr. Cashen
served as President of Flanagan & Webster, Inc., an executive recruitment
firm, which, through acquisition, became part of TMP Worldwide, Inc.
Previously, Mr. Cashen had been a partner in the investment firms of
Donaldson, Lufkin and Jenrette, Inc. and A. G. Becker & Co., Inc. He is
also a director of LBO Capital Corporation, Ajay Sports, Inc. and Williams
Controls, Inc.

JOHN P. DONAHOE, Ph.D. (Age: 55, Director Since: February 2000) was
appointed to serve as a Director of the Company in February 2000 and is a
member of the Audit Committee of the Board of Directors. He has been
President of Maine Biological Laboratories, Inc., a poultry health company,
since 1993 having first joined that company in 1990. He earned his Ph.D.
from the University of Georgia in 1977.

KEITH N. HAFFER, Ph.D. (Age: 48, Director Since: February 2000) was
appointed to serve as a Director of the Company in February 2000 and is a
member of the Nominating Committee of the Board of Directors. He has been
President of Advantage Bio Consultants, Inc., an international animal
health/biotechnology consulting firm, since 1994. He has over 20 years
experience in the animal health field and has held management positions at
SmithKline Beecham and Sanofi. He earned his Ph.D. from the University of
Massachusetts at Amherst and completed postdoctoral studies at Purdue
University, School of Veterinary Medicine. In November 1997, Mr. Haffer
filed a voluntary petition under Chapter 13 of the United States Bankruptcy
Code following an adverse judgment in litigation. Mr. Haffer is currently
making payments to his creditors under the provisions of a five-year plan
approved by the Bankruptcy Court.

WILLIAM H. MAXWELL, M.D. (Age: 60, Director Since: 1986) is a member
of the Executive, the Compensation and Stock Option, the Audit and the
Nominating Committees of the Board of Directors. He has been President of
Maxwell, Knowland & Kluger, M.D., P.A. since its inception in 1978,
working as an otolaryngologist (head and neck surgeon). Previously, he
served as President and CEO of Medical Mutual Insurance Company of Maine
from 1978 to 1998.

MITCHEL SAYARE, Ph.D. (Age: 52, Director Since: September 1994) is a
member of the Compensation and Stock Option, the Audit and the Nominating
Committees of the Board of Directors. He joined ImmunoGen Inc., a
biotechnology company, ("ImmunoGen") in 1986 as President and Chief
Executive Officer and is currently ImmunoGen's Chairman and Chief Executive
Officer. From 1982 to 1985 Dr. Sayare was Vice President of Development at
Xenogen, Inc., a biotechnology company, and from 1977 to 1982 he was
Assistant Professor of Biochemistry at the University of Connecticut. Dr.
Sayare serves on the Board of Directors of the Biotechnology Industry
Organization ("BIO") and is BIO's Treasurer. He also serves on the Board of
Directors of Karamisu, Inc., Research!America and Viacell, Inc.

There is no family relationship between any director or person
nominated or chosen by the Company to become a director.

If any of the individuals named above should not be available for
election as contemplated, it is the intention of the persons named in the
proxy to vote for such other person or persons as management may recommend.
Management has no reason to believe any nominees will be unavailable. Any
vacancies that may occur during the year may be filled by the Board of
Directors to serve until the next annual meeting.

THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors of the Company held eight meetings during 1999.
Each director attended at least 75 percent of the Board meetings held
during the period for which he was a director. The Committees of the Board
of Directors are the Executive Committee, the Compensation and Stock Option
Committee, the Audit Committee and the Nominating Committee. Each director
attended at least 75 percent of the aggregate number of committee meetings
held during the period for which he served on such committees. Members of
the Board will be elected at the first meeting of the Board following this
year's Annual Meeting to serve on the various committees until the next
Annual Meeting.

In the absence of actions by the full Board of Directors, the Executive
Committee may exercise, with certain limitations, all of the powers of the
Board in the management of the business and affairs of the Company. Its
members are Messrs. Brigham, Cashen and Maxwell. The Executive Committee
held no meetings during 1999.

The Board's Compensation and Stock Option Committee reviews and
recommends salary, bonus and other benefits for designated members of
senior management and reviews and recommends new executive compensation or
benefit plans or policies to the Board and is responsible for administering
the Company's 1989 Stock Option and Incentive Plan and the 1995 Stock
Option Plan for Outside Directors. If approved by the stockholders, the
2000 Stock Option and Incentive Plan (Item 2) and the 2000 Stock Option
Plan for Outside Directors (Item 3) would also be administered by the
Compensation and Stock Option Committee. Its members are Messrs. Cashen,
Maxwell and Sayare. The Compensation and Stock Option Committee held one
meeting during 1999.

The Board's Audit Committee recommends the engagement of the Company's
independent auditors, consults with such auditors with regard to audit
plans, and reviews the annual reports of the independent auditors as well
as the adequacy of the Company's internal operating procedures and
controls. Its members are Messrs. Donahoe, Maxwell and Sayare. The Audit
Committee held two meetings during 1999.

The Board's Nominating Committee recommends to the full Board the
number of directors to serve on the Board, the criteria for Board
membership and nominees for election to the Board. Its members are
Messrs. Haffer, Maxwell and Sayare. The Nominating Committee met twice
during 1999. The Nominating Committee will consider nominees for director
recommended by stockholders as part of the Nominating Committee's periodic
review of the size and composition of the Board. Such recommendations may
be sent to the Nominating Committee through the Secretary of the Company.
Under the Company's By-laws, stockholders wishing to formally nominate a
person for election as a director at the annual meeting must notify the
Secretary of the Company in writing not less than 60 nor more than 90 days
prior to the first anniversary of the preceding year's annual meeting. If
the date of the annual meeting is changed by more than 30 days from such
anniversary date, the notice by the stockholder must be received not later
than the close of business on the tenth day following the earlier of the
day on which notice of the date of the meeting was mailed or public
disclosure was made. Such notice must comply with the provisions set forth
in the By-laws. A copy of the relevant provisions of the By-laws will be
sent to any stockholder who requests it in writing. Such requests should
be addressed to the Secretary of the Company.

Officers of the Company who are also directors do not receive additional
compensation for attendance at Board of Directors' meetings or committee
meetings. In accordance with the Company's By-laws, it has always been the
Company's policy to reimburse the directors for out-of-pocket expenses, and
effective July 1990, the Company adopted a policy to pay a per meeting fee
of $750 to each non-employee director for his attendance and service at
each Board of Directors' meeting. Effective June 1994, the Company
increased this fee to $1,000 per meeting. At times when a director attends
a part but not all of a meeting, the compensation is reduced
proportionately. Occasionally, special meetings of the Board of Directors
are called in addition to the regularly scheduled meetings each year.
Attendance at these meetings is often facilitated by the use of
teleconference connections, and generally no fee is paid to directors in
connection with service at such special meetings. Mr. Cashen and Dr.
Maxwell each received $5,000 and Dr. Sayare received $4,750 during 1999 for
their attendance and services at regular meetings of the Board of
Directors. Additionally, Mr. Cashen received $2,000 for services on an
interim Operating Committee of the Company that is no longer constituted.

Mr. John R. McKernan, Jr. and Mr. George W. Masters resigned from the
Company's Board of Directors effective September 1999 and February 2000,
respectively, and the Company expresses its appreciation for their past
services as directors.

In February 1995, the Board of Directors adopted the 1995 Stock Option
Plan for Outside Directors (the "1995 Plan"), which was approved by the
stockholders in June 1995. The Board of Directors originally reserved
64,000 shares of common stock for issuance under the 1995 Plan. Under the
1995 Plan, each director who was not an employee of the Company on the date
the 1995 Plan was adopted by the Board of Directors (Messrs. Cashen,
Masters, Maxwell and Sayare) was automatically granted a non-qualified
stock option to purchase 8,000 shares of common stock at a purchase price
of $1.25 per share, the fair market value on the day of the grant. One
non-employee director who was newly elected to the Board subsequent to that
date (Mr. McKernan) received an automatic grant of an option to purchase
8,000 shares at a purchase price of $1.94 per share, the fair market value
on the day in June 1995 when such director was first elected to the Board
by the stockholders. Each option became exercisable as to one-half (1/2)
of the shares subject to the option in June 1996 and thereafter as to the
remaining one-half (1/2) of the shares in June 1997. The 1995 Plan
provides that all options expire no later than five years from the date of
grant. The 1995 Plan expired in February 2000, and no further options will
be granted under the 1995 Plan. Mr. Masters exercised options to purchase
the aggregate of 8,000 shares of common stock at the exercise price of
$1.25 per share (4,000 of which were exercised in March 1997 and the
remaining 4,000 were exercised in February 2000). Mr. Cashen and Dr.
Maxwell each exercised options to purchase 8,000 shares of common stock at
the exercise price of $1.25 per share in April 2000. In December 1999, the
8,000 options held by Mr. McKernan expired without being exercised. As of
April 14, 2000, options to purchase 8,000 shares of common stock were
outstanding to Dr. Sayare, at the exercise price of $1.25 per share.

See Item 3 to this Proxy Statement for a description of the 2000 Stock
Option Plan for Outside Directors, which is subject to the approval of the
stockholders.

The last sales price of the Company's common stock on April 14, 2000
as reported by The Nasdaq SmallCap Market was $3.69.

EXECUTIVE OFFICERS

The Company's executive officers, who each hold office until the first
meeting of the Board of Directors following the next annual meeting of
stockholders of the Company and until his successor is chosen and
qualified, are as follows:

MICHAEL F. BRIGHAM Information concerning the background and
experience of Mr. Brigham and the period during which he has served in his
current capacity is set forth above under the caption "ELECTION OF THE
BOARD OF DIRECTORS (ITEM 1)".

JOSEPH H. CRABB, Ph.D. (Age: 45, Officer Since: March 1996) served
as a Director of the Company from March 1999 until he resigned from that
position in February 2000 and was elected Vice President of the Company in
December 1998, while maintaining the title of Chief Scientific Officer. He
has served as Chief Scientific Officer since September 1998. Prior to
that, he served as Vice President of Research and Development since March
1996. Prior to that, he served as Director of Research and Development and
Senior Scientist since originally joining the Company in November 1988.
Dr. Crabb currently holds a Clinical Assistant Professorship at Tufts
University School of Veterinary Medicine and serves on National Institutes
of Health and American Water Works Association advisory committees. Prior
to joining the Company in 1988, Dr. Crabb earned his Ph.D. in Biochemistry
from Dartmouth Medical School and completed postdoctoral studies in
microbial pathogenesis at Harvard Medical School, where he also served on
the faculty.

STAFFORD C. WALKER (Age: 48, Officer Since: December 1998) served
as a Director of the Company from March 1999 until he resigned from that
position in February 2000 and was elected Vice President and Chief
Marketing Officer of the Company in December 1998. Prior to that, he
served as Director of Sales and Marketing since originally joining the
Company in July 1992. Prior to joining the Company, he held various
product management and sales positions in the animal health division of
American Cyanamid Company.

There is no family relationship between any executive officer or person
nominated or chosen by the Company to become an executive officer.

EXECUTIVE COMPENSATION

The following table contains information as to the total compensation
paid by the Company for services rendered during each of the three fiscal
years ended December 31, 1999, 1998 and 1997 by each executive officer of
the Company that earned a total salary and bonus in excess of $100,000
during fiscal year 1999.

Summary Compensation Table

Annual Compensation Long-Term Compensation
------------------- ----------------------
Name and Securities
Principal Underlying
Position Year Salary($) Bonus($)(1) Options(#)(2)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Michael F. Brigham 1999 97,752 28,500 51,000
President, Chief Executive 1998 94,310 9,193 --
Officer, Treasurer and Secretary 1997 89,958 15,759 5,436

Joseph H. Crabb, Ph.D. 1999 98,226 28,500 51,000
Vice President and 1998 99,893 9,733 --
Chief Scientific Officer 1997 95,286 16,686 5,436

Stafford C. Walker 1999(3) 97,122 28,500 51,000
Vice President and 1998(4) 88,870 24,226 --
Chief Marketing Officer 1997 84,744 15,656 6,795

</TABLE>

(1) Bonus compensation is reported in this table in the year it is earned
regardless of the fiscal year in which it is paid.

(2) Reflects shares of common stock underlying options granted to the
named employee.

(3) In addition, Mr. Walker was reimbursed $19,178 for expenses incurred
in connection with the relocation of his family to Portland, Maine.

(4) Most of this compensation was earned by Mr. Walker prior to his being
promoted to an executive officer of the Company in December 1998.

The table below sets out information on option grants made in
1999 to the executive officers listed in the Summary Compensation Table.

Option Grants in Last Fiscal Year

Individual Grants
----------------------------------
% of
Number of Total Options
Securities Granted to
Underlying Employees Exercise
Options Granted in Fiscal Price Expiration
Name (#) Year ($/Sh) Date
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Michael F. Brigham (1) 51,000 29.5% $1.31 3/1/09

Joseph H. Crabb, Ph.D. (1) 51,000 29.5% $1.31 3/1/09

Stafford C. Walker (1) 51,000 29.5% $1.31 3/1/09

</TABLE>

(1) The options become exercisable in accordance with the following
schedule: 16,666 on and after March 1, 2000, an additional 16,667 on and
after March 1, 2001 and the remaining 17,667 on and after March 1, 2002.

The table below sets out information on options exercised during fiscal
year 1999 and outstanding options held at the end of fiscal year 1999 by the
executive officers listed in the Summary Compensation Table.

Aggregated Option Exercises and Fiscal Year-End Option Value Table

Number of Securities Value (1) of Unexercised
Shares Underlying Unexercised In-the-Money Options (2)
Acquired Value Options at FY-End (#) at FY-End
-------------------------- ---------------------------
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------
<S> <S> <S> <S> <S> <S> <S>
Michael F. Brigham -- -- 69,624 52,812 $ 55,422 $ 54,188

Joseph H. Crabb, Ph.D. -- -- 83,624 52,812 $ 51,891 $ 54,188

Stafford C. Walker -- -- 29,530 53,265 $ 1,875 $ 54,188

</TABLE>

(1) This value is calculated by determining the difference between the fair
market value (defined as the last sales price) of the Company's common
stock at December 31, 1999, which was $2.38 per share, and the exercise
price of the options.

(2) "In-the-Money Options" are defined as options with an exercise price
that is less than the fair market value of the Company's common stock
at December 31, 1999, which was $2.38 per share.

Employment Agreements

In April 1999, the Company entered into employment agreements with
each of Messrs. Brigham, Crabb and Walker whereby Mr. Brigham agreed to
serve the Company as Vice President and Chief Financial Officer, Dr. Crabb
agreed to serve as Vice President and Chief Scientific Officer, and Mr.
Walker agreed to serve as Vice President and Chief Marketing Officer.
Effective February 2000, Mr. Brigham was appointed to serve as President
and CEO of the Company. Under the agreements, each of the three executive
officers is entitled to receive a minimum annual salary retroactive to
February 1999 of $95,000, subject to increases and bonus pay at the
discretion of the Compensation and Stock Option Committee of the Company's
Board of Directors. Effective February 2000, this minimum annual salary
was increased to $100,000 for each of these three executive officers.
Should the employment of any of these executive officers be terminated for
reasons other than voluntary resignation or termination for just cause, as
defined in the agreements, the terminated officer(s) would be entitled to
receive three months' salary, as well as the associated regular employee
benefits at the then prevailing levels.

Indemnification Agreements

The Company has entered into indemnification agreements with its
directors and executive officers in the form approved by the stockholders
at the 1989 Annual Meeting. The agreements include procedures for
reimbursement by the Company of liabilities and expenses which may be
incurred in connection with service as a director or officer. The Company
also expects to enter into indemnification agreements with individuals who
become directors in the future, as well as such officers of the Company as
the Board of Directors may from time to time determine.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to the Company
regarding beneficial ownership of the Company's common stock at April 14,
2000 of (i) each person known to the Company to be the beneficial owner of
more than five percent of the Company's common stock, (ii) each of the
Company's directors and nominees, (iii) each of the Company's executive
officers named in the Summary Compensation Table above and (iv) all
directors and executive officers of the Company as a group:

Shares of the Percent of the
Company's Common Stock Company's Common Stock
Name of Beneficial Owner Beneficially Owned (1) Beneficially Owned
- -----------------------------------------------------------------------------------
<S> <C> <C>
Michael F. Brigham (2) 128,566 4.7%
Anthony B. Cashen 33,776 1.3%
Joseph H. Crabb, Ph.D. (3) 120,290 4.4%
William H. Maxwell, M.D. 9,021 *
Mitchel Sayare, Ph.D. (4) 21,476 *
Stafford C. Walker (5) 39,396 1.5%
Directors and executive officers
as a Group (8 persons)(6) 352,525 12.4%
Jonathan E. Rothschild (7) 139,600 5.3%

</TABLE>

* Ownership percentage is less than 1%

(1) The persons named in the table have sole voting and investment power
with respect to all shares of common stock shown to be beneficially
owned by them, subject to the information contained in the footnotes
of this table.

(2) Includes 74,790 shares of common stock covered by stock options which
are currently exercisable.

(3) Includes 98,290 shares of common stock covered by stock options which
are currently exercisable.

(4) Includes 8,000 shares of common stock covered by stock options which
are currently exercisable.

(5) Includes 14,896 shares of common stock covered by stock options which
are currently exercisable.

(6) Includes 195,976 shares of common stock covered by stock options which
are currently exercisable.

(7) Includes 36,500 shares of common stock held by Arterio Inc., a
corporation owned solely by Mr. Rothschild. The address of Mr.
Rothschild is 1061-B Shary Circle, Concord, California, 94518.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company engaged in no transactions with management during 1999,
the disclosure of which is required under this section of the Proxy
Statement.

APPROVAL OF 2000 STOCK OPTION AND INCENTIVE PLAN (ITEM 2)

Effective February 17, 2000, the Company adopted a 2000 Stock Option
and Incentive Plan (the "2000 Plan"), a copy of which is attached as
Exhibit A to this Proxy Statement. The 2000 Plan is intended to replace
the Company's 1989 Stock Option and Incentive Plan (the "1989 Plan"), which
expired in March 1999. A summary of the essential features is provided
below but is qualified in its entirety by reference to the full text of
the 2000 Plan.

As was the case with the 1989 Plan, the purpose of the 2000
Plan is to advance the interests of the Company by providing certain of its
employees and certain other individuals providing services to the Company
with an additional incentive, encouraging stock ownership by such
individuals, increasing their proprietary interest in the success of the
Company and encouraging them to remain employees of the Company or service
providers for the Company. The Board of Directors approved the adoption of
the 2000 Plan because the 1989 Plan expired in March 1999 and no further
grants of options may be made under the 1989 Plan. As of April 14, 2000,
106,633 options had been exercised under the 1989 Plan, and 215,567 options
were outstanding. The 2000 Plan allows for the granting of both incentive
stock options and nonqualified stock options ("Stock Options").

The 2000 Plan is administered by the Compensation and Stock Option
Committee of the Board of Directors (the "Committee"). The Committee in its
discretion selects the key employees and other persons eligible to participate,
determines the terms of awards, interprets the 2000 Plan, and makes all other
determinations for administering the 2000 Plan.

The maximum number of shares of the Company's common stock that may be
issued pursuant to the 2000 Plan is 250,000 shares, subject to increase in the
event of subsequent stock splits or other capital changes. As of April 14,
2000, no Stock Options had been granted under the 2000 Plan. Any grants that
are made prior to stockholder approval of the 2000 Plan will be made subject to
stockholder approval of the 2000 Plan and will expire worthless if such approval
is not obtained.

The 2000 Plan provides that certain of the Stock Options are intended to
qualify as "Incentive Stock Options" within the meaning of Section 422 of the
Code. Other Stock Options will be granted as nonqualified stock options.
Incentive Stock Options will be issued at an option price no less than the fair
market value of the Company's common stock on the date of grant (110% of fair
market value in the case of 10% stockholders). Nonqualified stock options will
be issued at an option price equal to no less than 85% of the fair market value
of the Company's common stock at the time the option is issued. Exercise of
Stock Options will be subject to terms and conditions set by the Committee and
set forth in the instrument evidencing the Stock Option. Stock Options may be
exercised with either cash or, in the discretion of the Committee, shares
of common stock. The date of expiration of the Stock Option will be fixed
by the Committee, but may not be longer than ten years from the date of
grant (five years in the case of 10% stockholders). All Stock Options will
terminate on the earlier of their expiration date or one year following
termination of employment due to disability or death. Upon termination of
employment for any reason other than disability or death all Stock Options
will expire on the earlier of their expiration date or three months
following termination.

An optionee will not recognize income for Federal income tax purposes
upon the grant of an Incentive Stock Option. An optionee will also not
recognize income upon the exercise of an Incentive Stock Option; however,
the difference between the option price and the fair market value of the
stock acquired on the date of exercise is an item of tax preference
for purposes of the alternative minimum tax. If no disposition of the
stock acquired upon the exercise of the Incentive Stock Option occurs until
after more than two years after the Incentive Stock Option was granted and
more than one year after the transfer of such stock to the optionee, any
gain or loss recognized upon such disposition will be treated as long-term
capital gain or loss.

The disposition of the stock acquired upon the exercise of an Incentive
Stock Option within two years after the Incentive Stock Option was granted
or within one year after the transfer of the stock to the optionee will be
a disqualifying disposition, and the optionee will generally recognize (I)
ordinary compensation income for Federal income tax purposes in an amount
equal to the excess of the fair market value on the date of exercise of
the stock acquired over the option price and (ii) short or long-term capital
gain (depending on how long the stock was held) to the extent the stock is
disposed of in a sale or taxable exchange at a price in excess of the value
of such stock on the date of exercise. If the amount realized by the optionee
upon such a disposition is less than the value of the stock on the date of
exercise, then the amount of income realized will be all compensation income
and will be limited to the excess amount realized on the sale or exchange over
the option price of the stock.

As is the case with an Incentive Stock Option, an optionee will not
recognize income for Federal income tax purposes upon the grant of
a nonqualified stock option. However, upon the exercise of a nonqualified
stock option, an optionee will generally recognize ordinary compensation
income in an amount equal to the excess of the fair market value of the
common stock on the date of exercise over the option price. Any gain or
loss recognized by the optionee on the subsequent disposition of the stock
will be capital gain or loss.

The Company will be entitled to a deduction for Federal income tax
purposes at the same time and in the same amount as an optionee is required
to recognize ordinary compensation income as described above.

New Plan Benefits

As described above, the selection of the employees of the
Company who will receive grants under the 2000 Plan is to be determined by
the Compensation and Stock Option Committee in its discretion. Therefore,
it is not possible to predict the amounts that will be received by or
allocated to particular individuals or groups of employees. During 1999,
options to purchase an aggregate of 59,700 shares were granted to all
current executive officers as a group, and options to purchase an aggregate
of 20,000 shares were granted to sixteen employees, who are not also
executive officers, as a group under the Company's 1989 Plan, and
nonqualified options to purchase an aggregate of 93,300 shares were granted
to all executive officers as a group outside of the 1989 Plan.

The Board recommends that the stockholders vote FOR approval of the 2000
Plan. The affirmative vote of the holders of a majority of the shares of the
Company's common stock represented at the meeting is required to approve the
2000 Plan.

APPROVAL OF 2000 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(THE "2000 OUTSIDE DIRECTORS PLAN") (ITEM 3)

Effective February 17, 2000, the Company adopted a 2000 Stock
Option Plan for Outside Directors (the "2000 Outside Directors Plan"), a
copy of which is attached as Exhibit B to this Proxy Statement. The 2000
Outside Directors Plan becomes effective only upon approval by the
stockholders (the "Effective Date"). A summary of the essential features
is provided below, but is qualified in its entirety by reference to the
full text of the 2000 Outside Directors Plan.

As was the case with the 1995 Stock Option Plan for Outside Directors
(the "1995 Plan"), the purpose of the 2000 Outside Directors Plan is to attract
and retain the continued services of non-employee directors with the requisite
qualifications and to encourage such directors to secure or increase on
reasonable terms their stock ownership in the Company. The Board of Directors
believes that the granting of options under the 2000 Outside Directors Plan will
promote continuity of management and increased personal interest in the welfare
of the Company by those who are responsible for shaping and carrying out the
long-range plans of the Company. The Board of Directors approved the adoption
of the 2000 Outside Directors Plan because the 1995 Plan expired in February
2000 and no further grants of options may be made under the 1995 Plan. As of
April 14, 2000, 24,000 options had been exercised under the 1995 Plan, and one
nominee for election to the Board of Directors had 8,000 options outstanding
under the 1995 Plan.

Under the 2000 Outside Directors Plan, an option may be granted only to
Board members who are not otherwise employees of the Company or its subsidiaries
on the date of grant and have not been employees of the Company or any of its
subsidiaries at any time since the beginning of the preceding fiscal year. Upon
the Effective Date, an option to purchase up to 15,000 shares of the Company's
common stock will be automatically granted to each of the Company's five outside
directors at an option price equal to the fair market value of the Company's
common stock on the Effective Date. Directors who are newly elected to the
Board subsequent to the Effective Date will receive an automatic grant of an
option to purchase 15,000 shares on the date when such director is first
elected to the Board by the shareholders of the Company. The Board of
Directors has reserved 120,000 shares of common stock for issuance under
the 2000 Outside Directors Plan.

The per-share exercise price of an option will in each case be the fair
market value of the Company's common stock on the day of the grant. For those
outside directors who are serving as such on the Effective Date of the 2000
Outside Directors Plan, each option will become exercisable as to 5,000 of the
shares subject to the option on the first business day after the 2001 Annual
Meeting of Stockholders, as to an additional 5,000 of the shares subject to the
option on the first business day after the 2002 Annual Meeting of Stockholders,
and thereafter as to the remaining 5,000 of the shares subject to the option on
the first business day after the 2003 Annual Meeting of Stockholders, providing
service by the holder thereof, as director of the Company, since the date of the
grant of the option has been continuous. For those directors who are elected as
such subsequent to the Effective Date, each option shall become exercisable
as to 5,000 of the shares subject to the option on the first business day
after the first Annual Meeting of Stockholders subsequent to the Annual
Meeting at which the director is first elected to the Board of Directors by
the shareholders, as to an additional 5,000 of the shares subject to the
option on the first business day after the next Annual Meeting of
Stockholders and thereafter as to the remaining 5,000 of the shares subject
to the option on the next Annual Meeting of Stockholders providing service
by the holder thereof, as a director of the Company, since the date of the
grant of the option has been continuous. No options will become
exercisable unless and until the 2000 Outside Directors Plan is approved by
the stockholders. No options may be exercised after five years from the
date of the grant. Options are not transferable except by will and/or by
the laws of descent and distribution.

Upon termination of service as a director for any reason other than
disability, death or retirement, options granted under the 2000
Outside Directors Plan will terminate on the earlier of their expiration
date or three months after such termination of service, except that if
termination is for cause, such options will expire immediately on
termination of service. In case of termination of service due to: (i)
disability or death, options will terminate on the earlier of their
expiration date or one year after such termination of service; and (ii)
retirement (according to age limits then in effect), options will terminate
in accordance with their terms.

The Compensation and Stock Option Committee administers the 2000 Outside
Directors Plan but has no discretion to determine who will receive options, the
number of shares subject to options, or the terms of the options, because the
2000 Outside Directors Plan provides for an automatic grant of such options.
Unless sooner terminated, the 2000 Outside Directors Plan will remain in effect
for a period of five years after the Effective Date. The Board of Directors may
from time to time suspend or discontinue the 2000 Outside Directors Plan or
amend it in any respect.

All options granted under the 2000 Outside Directors Plan will be
nonqualified stock options. An optionee will not recognize income for Federal
tax purposes upon the grant of nonqualified stock option. However, upon the
exercise of such a nonqualified stock option an optionee will recognize ordinary
compensation income in an amount equal to the excess of the fair market value of
the common stock on the date of the exercise over the option price. Any gain or
loss recognized by the optionee on the subsequent disposition of the stock will
be capital gain or loss and will be long term capital gain or loss if the
optionee held the shares for more than one year. The Company will be entitled
to a deduction for Federal income tax purposes at the same time and in the same
amount as an optionee is required to recognize ordinary compensation
income.

New Plan Benefits

If the 2000 Outside Directors Plan is not approved by the
stockholders of the Company prior to October 1, 2000, the 2000 Outside
Directors Plan will be null and void. Thus, each of the three current
outside directors and the two additional outside director nominees has a
substantial interest in the approval of the 2000 Outside Directors Plan.
If the 2000 Outside Directors Plan is approved by the stockholders, each of
the outside directors elected to the Board of Directors at the 2000 Annual
Meeting of Stockholders will receive an automatic grant of an option to
purchase 15,000 shares of the Company's common stock. No dollar value is
assigned to these options because their exercise price will be the fair
market value of the underlying stock on the date of grant.

The Board recommends that the shareholders vote FOR approval of the 2000
Outside Directors Plan. The affirmative vote of the holders of a majority of
the shares of the Company's common stock represented at the meeting is required
to approve the 2000 Outside Directors Plan.

INFORMATION CONCERNING AUDITORS

The Board of Directors of the Company engaged PricewaterhouseCoopers LLP as
the principal accountants to audit the Company's financial statements for each
of the fiscal years from 1993 through 1999. The foregoing decisions were
recommended by the Audit Committee of the Board of Directors and then approved
by the Board. The selection of the auditors to perform the 2000 audit is
expected to be made at the first Board meeting following the Annual Meeting on
June 22, 2000. A representative of PricewaterhouseCoopers LLP is expected to be
present at the Annual Meeting with an opportunity to make a statement if he
desires to do so and is expected to be available to respond to appropriate
questions.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT OF 1934

Section 16 of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company. Officers,
directors and greater than ten-percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

To the best of the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and written representations
that no other reports were required, during the fiscal year ended December
31, 1999, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten-percent beneficial owners were complied
with.

EXPENSES AND SOLICITATION

The cost of preparing, assembling, and mailing the proxy material and
of reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy material to the
beneficial owners of shares held of record by such persons will be borne by
the Company. Although the Company reserves the right to do so, the Company
does not currently intend to solicit proxies otherwise than by use of the
mail, but certain officers and regular employees of the Company, without
additional compensation, may use their personal efforts, by telephone or
otherwise, to obtain proxies. The proxy materials are being mailed to
shareholders of record on or about the close of business on May 1, 2000.

STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

Proposals of stockholders of the Company intended to be presented at
the 2001 Annual Meeting of Stockholders must be received by the Company at
its principal place of business no later than December 28, 2000 to be
included in the Company's Proxy Statement and form of proxy relating to
that meeting. Certified mail addressed to the Secretary of the Company is
advised.

Under advance notice provisions in the Company's Bylaws, any
stockholder who intends to nominate candidates for election as directors or
present a proposal at the 2001 Annual Meeting of Stockholders, without
inclusion of such proposal in the Company's proxy materials, is also
required to provide advance notice to the Company. Notice must be received
by the Secretary of the Company no earlier than March 24, 2001 and no later
than April 23, 2001, and meet other requirements set forth in the Bylaws.
A copy of the pertinent Bylaws provisions is available upon request to the
Secretary.

OTHER MATTERS

The management of the Company does not know of any matter not
specifically referred to above as to which any action is expected to be
taken at the meeting. However, if any matters other than those referred to
above properly come before the meeting, it is the intention of the persons
named in the enclosed form of proxy to vote such proxy in accordance with
their judgment on such matters.

All shares represented by proxies in the form enclosed herewith will be
voted at the meeting and adjournments thereof in accordance with the terms
of such proxies and the pertinent statements included herein relative to
the exercise of the power granted by said proxies, provided such proxies
appear to be valid and executed by stockholders of record entitled to vote
thereat and have not previously been revoked. A proxy may be revoked at
any time prior to its exercise by the filing with the Secretary of the
Company of an instrument revoking such proxy or a duly executed proxy
bearing a later date. A stockholder's proxy will not be voted if the
stockholder attends the meeting and elects to vote in person. Where the
person solicited specifies in his proxy a choice with respect to any matter
to be acted upon, the shares will be voted in accordance with the
specification so made. If a stockholder fails to so specify with respect
to such proposals, the proxy will be voted FOR the election of the nominees
listed in Item 1, FOR the approval of the 2000 Stock Option and Incentive
Plan outlined in Item 2 and FOR the approval of the 2000 Stock Option Plan
for Outside Directors outlined in Item 3.

By Order of the Board of Directors

MICHAEL F. BRIGHAM, Secretary
April 27, 2000

A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999,
INCLUDING THE FINANCIAL STATEMENTS, ENCLOSED INSIDE A DESCRIPTIVE POCKET
COVER, WHICH SERVES AS THE COMPANY'S 1999 ANNUAL REPORT, ACCOMPANIES THIS
PROXY STATEMENT. COPIES OF THE EXHIBITS TO THE 1999 FORM 10-K ARE
AVAILABLE UPON WRITTEN REQUEST TO THE FOLLOWING ADDRESS:

INVESTOR RELATIONS
IMMUCELL CORPORATION
56 EVERGREEN DRIVE
PORTLAND, ME 04103

EXHIBIT A

IMMUCELL CORPORATION

2000 STOCK OPTION AND INCENTIVE PLAN

I. GENERAL

1. PURPOSE. This 2000 Stock Option and Incentive Plan (the "Plan") of
ImmuCell Corporation (the "Company") is intended to advance the
interests of the Company by providing certain of its employees and
certain other individuals providing services to the Company with an
additional incentive, encouraging stock ownership by such individuals,
increasing their proprietary interest in the success of the Company
and encouraging them to remain employees of the Company or service
providers for the Company.

2. DEFINITIONS. Whenever used herein, the following terms shall have the
meanings set forth below:

(a) "Board" means the Board of Directors of the Company.

(b) "Code" means the Internal Revenue Code of 1986, as it may be
amended from time to time.

(c) "Committee" means the Compensation and Stock Option Committee
appointed by the Board to administer this Plan pursuant to
Section 3 hereof.

(d) "Company Group" means the Company, a parent corporation or
subsidiary corporation of the Company, or a corporation, or a
parent corporation or subsidiary corporation of such corporation,
issuing or assuming an Option in a transaction of the type
described in Section 424(a) of the Code. The terms "parent
corporation" and "subsidiary corporation" shall have the meanings
assigned to such terms by Section 424 of the Code.

(e) "Disability" means a permanent and total disability as defined in
Section 422(c) (6) of the Code.

(f) "Fair Market Value" means, if Shares are traded on a national
exchange, the mean between the high and low sales prices for the
Shares on the date on which the determination is made (or if no
sales occurred on that date, on the next preceding date on which
there was such a sale), or, if sales prices of Shares are made
available for publication by the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), the
last sales price on the date on which such determination is made
(or if no sales occurred on that date, on the next preceding date
on which there was such a sale), or if no such prices are
available, the fair market value as determined by rules to be
adopted by the Committee.

(g) "Incentive Stock Option" means an Option granted pursuant to the
Incentive Stock Option provisions as set forth in Part II of this
Plan.

(h) "Nonqualified Stock Option" means an Option granted pursuant to
the Nonqualified Stock Option provisions as set forth in Part III
of this Plan.

(i) "Option" means an option to purchase shares under this Plan.

(j) "Participant" means an individual to whom an Option is granted
under this Plan.

(k) "Shares" means shares of the Company's common stock.

3. ADMINISTRATION. This Plan shall be administered by a Compensation and
Stock Option Committee consisting of at least two members appointed by
the Board. The members of the Committee shall at all times be: (i)
"outside directors" as such term is defined in Treas. Reg. <section>
1.162-27(e)(3) (or any successor regulation); and (ii) "non-employee
directors" within the meaning of Rule 16b-3 (or any successor rule)
under the Securities Exchange Act of 1934, as amended, as such terms
are interpreted from time to time. The Board, at its pleasure, may
remove members from or add members to the Committee. A majority of
Committee members shall constitute a quorum of members, and the
actions of the majority shall be final and binding on the whole
Committee.

In addition to the other powers granted to the Committee under this
Plan, the Committee shall have the power, subject to the terms of this
Plan: (i) to determine which of the eligible individuals shall be
granted Options; (ii) to determine the time or times when Options
shall be granted and to determine the number of Shares subject to each
Option; (iii) to accelerate or extend (except for Incentive Stock
Options) the date on which a previously granted Option may be
exercised; (iv) to prescribe the form of agreement evidencing Options
granted pursuant to this Plan; and (v) to construe and interpret this
Plan and the agreements evidencing Options granted pursuant to this
Plan, and to make all other determinations and take all other actions
necessary or advisable for the administration of this Plan.

4. ELIGIBILITY. The individuals who shall be eligible to receive Options
shall be such employees employed by a member of the Company Group and
such other individuals providing services to a member of the Company
Group as shall be selected by the Committee; provided, however, that
only employees employed by a member of the Company Group shall be
eligible to receive Incentive Stock Options. Participants chosen to
participate under this Plan may be granted an Incentive Stock Option,
a Nonqualified Stock Option, or any combination thereof.

5. SHARES SUBJECT TO THIS PLAN. The Shares subject to Options shall be
either authorized and unissued Shares or treasury Shares. The
aggregate number of Shares which may be issued pursuant to this Plan
shall be two hundred fifty thousand (250,000). Except as provided
below, if an Option shall expire and terminate for any reason, in
whole or in part, without being exercised, the number of Shares as to
which such expired or terminated Option shall not have been exercised
may again become available for the grant of Options. The maximum
number of shares with respect to which Options may be granted to any
employee shall be limited to one hundred thousand (100,000) shares in
any calendar year.

6. NO TANDEM OPTIONS. There shall be no terms and conditions under an
Option which provide that the exercise of an Incentive Stock Option
reduces the number of Shares for which a Nonqualified Stock Option may
be exercised; and there shall be no terms and conditions under an
Option which provide that the exercise of a Nonqualified Stock Option
reduces the number of Shares for which an Incentive Stock Option may
be exercised.

II. INCENTIVE STOCK OPTION PROVISIONS

1. GRANT OF INCENTIVE STOCK OPTIONS. Subject to the provisions of this
Part II, the Committee shall from time to time determine those
individuals eligible pursuant to Section 4 of Part I to whom Incentive
Stock Options shall be granted and the number of Shares subject to,
and terms and conditions of, such Options. The aggregate Fair Market
Value (determined as of the date of grant) of shares with respect to
which incentive stock options (as defined in Section 422 of the Code)
are exercisable for the first time by an individual in a calendar year
(under all plans of the Company Group) shall not exceed $100,000.
Anything herein to the contrary notwithstanding, no Incentive Stock
Option shall be granted to an employee if, at the time the Incentive
Stock Option is granted, such employee owns stock possessing more than
10% of the total combined voting power of all classes of stock of any
member of the Company Group unless the option price is at least 110%
of the Fair Market Value of the Shares subject to the Incentive Stock
Option at the time the Incentive Stock Option is granted and the
Incentive Stock Option is not exercisable after the expiration of five
(5) years from the date the Incentive Stock Option is granted.

2. TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS. Each Incentive Stock
Option shall be evidenced by an option agreement which shall be in
such form as the Committee shall from time to time approve, and which
shall comply with and be subject to the following terms and
conditions:

(a) NUMBER OF SHARES. Each Incentive Stock Option agreement shall
state the number of shares covered by the agreement.

(b) OPTION PRICE AND METHOD OF PAYMENT. The Option price of each
Incentive Stock Option shall be no less than the Fair Market
Value of the Shares on the date the Incentive Stock Option is
granted. The option price shall be payable on exercise of the
Option (i) in cash or by certified check, bank draft or postal or
express money order, (ii) in the discretion of the Committee, by
the surrender of Shares then owned by the Participant, or (iii)
in the discretion of the Committee, partially in accordance with
clause (i) and partially in accordance with clause (ii) of this
Section 2(b). Shares so surrendered in accordance with clause
(ii) or (iii) shall be valued at the Fair Market Value thereof on
the date of exercise, surrender of such Shares to be evidenced by
delivery of the certificate(s) representing such Shares in such
manner, and endorsed in such form, or accompanied by stock powers
endorsed in such form, as the Committee may determine.

(i) GENERAL. The period during which an Incentive Stock Option
shall be exercisable shall not exceed ten (10) years from
the date such Incentive Stock Option is granted; provided,
however, that such Option may be sooner terminated in
accordance with the provisions of this Section 2(c) .
Subject to the foregoing, the Committee may establish a
period or periods with respect to all or any part of the
Incentive Stock Option during which such Option may not be
exercised and at the time of a subsequent grant of an
Incentive Stock Option or at such longer time as the
Committee may determine accelerate the right of the
Participant to exercise all or any part of the Incentive
Stock Option not then exercisable. The number of Shares
which may be purchased at any one time shall be 100 Shares,
a multiple thereof or the total number at the time
purchasable under the Incentive Stock Option.

(ii) TERMINATION OF EMPLOYMENT. If the Participant ceases to be
an employee of any member of the Company Group for any
reason other than Disability or death, any then outstanding
Incentive Stock Option held by the Participant shall
terminate on the earlier of the date on which such Option
would otherwise expire or three (3) months after such
termination of employment, and such Option shall be
exercisable, prior to its termination, to the extent it was
exercisable as of the date of termination of employment.

(iii)DISABILITY. If a Participant's employment is terminated by
reason of Disability, any then outstanding Incentive Stock
Option held by the Participant shall terminate on the
earlier of the date on which such Option would otherwise
expire or one (1) year after such termination of employment,
and such Option shall be exercisable, prior to its
termination, to the extent it was exercisable as of the date
of termination of employment.

(iv) DEATH. If a Participant's employment is terminated by
death, the representative of the Participant's estate or
beneficiaries thereof to whom the Option has been
transferred shall have the right during the one (1) year
period following the date of the Participant's death to
exercise any then outstanding Incentive Stock Options in
whole or in part. The number of Shares in respect of which
an Incentive Stock Option may be exercised after a
Participant's death shall be the number of Shares in respect
of which such Option could be exercised as of the date of
the Participant's death. In no event may the period for
exercising an Incentive Stock Option extend beyond the date
on which such Option would otherwise expire.

(d) NON-TRANSFERABILITY. An Incentive Stock Option shall not be
transferable or assignable by the Participant other than by will
or the laws of descent and distribution and shall be exercisable
during the Participant's lifetime only by the Participant.

(e) SEPARATE AGREEMENTS. Nonqualified Options may not be granted in
the same agreement as an Incentive Stock Option.

III. NONQUALIFIED STOCK OPTION PROVISIONS

1. GRANT OF NONQUALIFIED STOCK OPTIONS. Subject to the provisions of
this Part III, the Committee shall from time to time determine those
individuals eligible pursuant to Section 4 of Part I to whom
Nonqualified Stock Options shall be granted and the number of Shares
subject to, and terms and conditions of, such Options.

2. TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS. Each Nonqualified
Stock Option shall be evidenced by an option agreement which shall be
in such form as the Board shall from time to time approve, and which
shall comply with and be subject to the following terms and
conditions:

(a) NUMBER OF SHARES. Each Nonqualified Stock Option agreement shall
state the number of Shares covered by the agreement.

(b) OPTION PRICE AND METHOD OF PAYMENT. The option price of each
Nonqualified Stock Option shall be such price as the Committee,
in its discretion, shall establish, and the Committee may, in its
discretion, reduce the option price of such Option at any time
prior to the exercise of the Option; provided however, that the
option price may not be less than the greater of 85% of the Fair
Market Value of the Shares on the date the Nonqualified Stock
Option is granted or the par value, if any, of the Shares.
Notwithstanding the foregoing, Nonqualified Stock Options granted
to "Covered Employees" (within the meaning of Section 162(m)(3)
of the Code) shall not have an option price less than the Fair
Market Value of the Shares on the date the Nonqualified Stock
Option is granted. The option price shall be payable on exercise
of the Option (i) in cash or by certified check, bank draft or
postal or express money order, (ii) in the discretion of the
Committee, by the surrender of Shares then owned by the
Participant, or (iii) in the discretion of the Committee,
partially in accordance with clause (i) and partially in
accordance with clause (ii) of this Section 2 (b). Shares so
surrendered in accordance with clause (ii) or (iii) shall be
valued at the Fair Market Value thereof on the date of exercise,
surrender of such Shares to be evidenced by delivery of the
certificate(s) representing such Shares in such manner, and
endorsed in such form, or accompanied by stock powers endorsed in
such form, as the Committee may determine.

(i) GENERAL. The period during which a Nonqualified Stock
Option shall be exercisable shall not exceed ten (10) years
from the date such Nonqualified Stock Option is granted;
provided, however, that such Option may be sooner terminated
in accordance with the provisions of this Section 2 (c).
Subject to the foregoing, the Committee may establish a
period or periods with respect to all or any part of the
Nonqualified Stock Option during which such Option may not
be exercised and at the time of a subsequent grant of a
Nonqualified Stock Option or at such longer time as the
Committee may determine accelerate the right of the
Participant to exercise all or any part of the Nonqualified
Stock Option not then exercisable. The number of Shares
which may be purchased at any one time shall be 100 Shares,
a multiple thereof or the total number at the time
purchasable under the Nonqualified Stock Option.

(ii) TERMINATION OF EMPLOYMENT. If the Participant ceases to be
an employee of any member of the Company Group or ceases to
perform services for any member of the Company Group for any
reason other than Disability or death, any outstanding
Nonqualified Stock Option held by the Participant shall
terminate on the earlier of the date on which such Option
would otherwise expire or three (3) months after such
termination of employment or the provision of services, and
such Option shall be exercisable, prior to its termination,
to the extent it was exercisable as of the date of
termination of employment or the date on which services
ceased to be performed.

(iii)DISABILITY. If a Participant's employment or provision of
services is terminated by Disability, any then outstanding
Nonqualified Stock Option held by the Participant shall
terminate on the earlier of the date on which such Option
would otherwise expire or one (1) year after such
termination of employment or the provision of services, and
such Option shall be exercisable, prior to its termination,
to the extent it was exercisable as of the date of
termination of employment or the date on which services
ceased to be performed.

(iv) DEATH. If a Participant's employment or provision of
services is terminated by death, the representative of the
Participant's estate or beneficiaries thereof to whom the
Option has been transferred shall have the right during the
one (1) year period following the date of the Participant's
death to exercise any then outstanding Nonqualified Stock
Options in whole or in part. The number of Shares in
respect to which a Nonqualified Stock Option may be
exercised after a Participant's death shall be the number of
Shares in respect of which such Option could be exercised as
of the date of the Participant's death. In no event may the
period for exercising a Nonqualified Stock Option extend
beyond the date on which such Option would otherwise expire.

(d) NON-TRANSFERABILITY. Unless otherwise provided by the Committee,
a Nonqualified Stock Option shall not be transferable or
assignable by the Participant other than by will or the laws of
descent and distribution, and shall be exercisable during the
Participant's lifetime only by the Participant.

IV. MISCELLANEOUS

1. EFFECTIVE DATE. This Plan shall become effective on February 17, 2000
(the "Effective Date"), provided, however, that if the Plan is not
approved by the shareholders of the Company prior to the expiration of
the one year period commencing on the Effective Date, this Plan and
all Options granted hereunder shall be null and void and shall be of
no effect.

2. DURATION OF PROGRAM. Unless sooner terminated, the Plan shall remain
in effect for a period of ten years after the Effective Date and shall
thereafter terminate. No Incentive Stock Options or Nonqualified
Stock Options may be granted after the termination of this Plan;
provided however, that except as otherwise provided in Section 1 of
this Part IV, termination of the Plan shall not affect any Options
previously granted, which such Options and shall remain in effect
until exercised, surrendered or cancelled, or until they have expired,
all in accordance with their terms.

3. CHANGES IN CAPITAL STRUCTURE, ETC. In the event of changes in the
outstanding common shares of the Company by reasons of stock
dividends, stock splits, recapitalizations, mergers, consolidations,
combinations or exchange of shares, separations, reorganizations, or
liquidations, the number of Shares available under the Plan in the
aggregate and the maximum number of Shares as to which Options may be
granted to any Participant shall be correspondingly adjusted by the
Committee. The Committee shall make appropriate adjustments in the
number of Shares as to which outstanding Options, or portions thereof
then unexercised, shall relate, to the end that the Participant's
proportionate interest shall be maintained as before the occurrence of
such events; such adjustment shall be made without change in the total
price applicable to the unexercised portion of Options and with a
corresponding adjustment in the option price per Share. In addition,
if the Company is to be consolidated with or acquired by another
entity in a merger, sale of all or substantially all of the Company's
assets or otherwise, the Committee or the Board of Directors of any
entity assuming the obligations of the Company hereunder, may, as to
outstanding Options either (i) provide that such Options shall be
assumed, or equivalent options shall be substituted, by the acquiring
or successor corporation (or an affiliate thereof), (ii) upon written
notice to the optionees, provide that all Options must be exercised,
to the extent then exercisable, within a specified number of days of
the date of such notice, at the end of which period the Options shall
terminate, or (iii) terminate all Options in exchange for a cash
payment equal to the excess of the Fair Market Value of the Shares
subject to such Options (to the extent then exercisable) over the
exercise price thereof.

4. RIGHTS AS SHAREHOLDER. A Participant entitled to Shares as a result
of the exercise of an Option shall not be deemed for any purpose to
be, or have rights as, a shareholder of the Company by virtue of such
exercise, except to the extent a stock certificate is issued therefor
and then only from the date such certificate is issued. No
adjustments shall be made for dividends or distributions or other
rights for which the record date is prior to the date such stock
certificate is issued.

5. EXPENSES. The expenses of this Plan shall be paid by the Company.

6. WITHHOLDING. Any person exercising an Option shall be required to pay
to the appropriate member of the Company Group the amount of any taxes
such member is required by law to withhold with respect to the
exercise of such Option. Such payment shall be due on the date such
member is required by law to withhold such taxes. Such payment may
also be made at the election of the optionee by the surrender of
Shares then owned by the optionee, or the withholding of Shares
otherwise to be issued to the optionee on exercise, in an amount that
would satisfy the withholding amount due. Any election so made by
optionees subject to Section 16(b) of the Securities Exchange Act of
1934, as amended shall be in accordance with the requirements of Rule
16b3(e) under such Act and any interpretations thereof of the
Securities and Exchange Commission. The value of such Shares withheld
or delivered shall be equal to the Fair Market Value of such Shares on
the date of exercise. In the event that such payment is not made when
due, the Company shall have the right to deduct, to the extent
permitted by law, from any payment of any kind otherwise due to such
person from any member of the Company Group, all or part of the amount
required to be withheld.

7. COMPLIANCE WITH APPLICABLE LAW. Notwithstanding anything herein to
the contrary, the Company shall not be obligated to cause to be issued
or delivered any certificates evidencing Shares to be delivered
pursuant to the exercise of an Option, unless and until the Company is
advised by its counsel that the issuance and delivery of such
certificates is in compliance with all applicable laws and regulations
of governmental authority. The Company shall in no event be obligated
to register any securities pursuant to the Securities Act of 1933 (as
now in effect or as hereafter amended) or to take any other action in
order to cause the issuance and delivery of such certificates to
comply with any such law or regulation. The Committee may require, as
a condition of the issuance and delivery of such certificates and in
order to ensure compliance with such laws and regulations, that the
Participant make such covenants, agreements and representations as the
Committee, in its sole discretion, deems necessary or desirable.

8. APPLICATION OF FUNDS. Any cash proceeds received by the Company from
the sale of Shares pursuant to Options will be used for general
corporate purposes.

9. AMENDMENT OF THE PLAN. The Board may from time to time suspend or
discontinue this Plan or revise or amend it in any respect whatsoever
except that, without approval of the shareholders, no such revision or
amendment shall make any changes requiring shareholder approval under
Sections 162(m) or 422 of the Code. No such suspension,
discontinuance, revision or amendment shall in any manner affect any
grant theretofore made without the consent of the Participant or the
transferee of the Participant, unless necessary to comply with
applicable law.

EXHIBIT B

IMMUCELL CORPORATION

2000 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

1. Purpose. The purpose of this 2000 Stock Option Plan for Outside
Directors (the "Plan") is to attract and retain the continued services
of non-employee directors of ImmuCell Corporation (the "Company") with
the requisite qualifications and to encourage such directors to secure
or increase on reasonable terms their stock ownership in the Company.
The Board of Directors of the Company (the "Board") believes that the
granting of options (the "Options") under the plan will promote
continuity of management and increased personal interest in the
welfare of the Company by those who are responsible for shaping and
carrying out the long-range plans of the Company and securing its
continued growth and financial success.

2. Effective Date of the Plan. The Plan has been adopted by the Board on
February 17, 2000, but shall not become effective until approved by
the Stockholders of the Company. The date of approval by the
Stockholders is herein referred to as the "Effective Date". If the
Plan is not approved by the Stockholders of the Company prior to
October 1, 2001 this plan shall be null and void and shall be of no
effect.

3. Stock Subject to Plan. 120,000 of the authorized but unissued shares
of the Company's common stock, par value $.10 per share, (the
"Shares") have been reserved for issuance upon the exercise of
Options; PROVIDED, HOWEVER, that the number of Shares so reserved may
from time to time be reduced to the extent that a corresponding number
of treasury shares are set aside for issuance upon the exercise of
Options. If any Options expire or terminate for any reason without
having been exercised in full, the unpurchased Shares subject thereto
shall again be available for the grant of Options.

4. Administration. The Plan shall be administered by the Compensation
and Stock Option Committee (the "Committee") appointed by the Board
referred to in Section 5 hereof. Subject to the provision of the
Plan, the Committee shall have complete authority in its discretion to
interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, to prescribe the form of agreement
evidencing Options granted under this Plan and to make all other
determinations necessary or advisable for the administration of the
Plan; provided, however, that the Committee shall have no discretion
to determine the non-employee directors who will receive Options, the
number of Shares subject to Options, the terms upon which, the times
at which or the periods within which Shares may be acquired or the
Options may be acquired and exercised.

5. Committee. The Committee shall consist of at least two members of the
Board, each of whom shall be a "non-employee director" as defined in
Rule 16b-3 under the Securities Exchange Act of 1934, as such rule may
hereafter be amended ("Rule 16b-3").

The Board, at its pleasure, may remove members from or add members to
the Committee. A majority of Committee members shall constitute a quorum
of members and the actions of the majority shall be final and binding on
the whole Committee. Any decision or determination of the Committee
reduced to writing and signed by all of the members of the Committee shall
be fully effective as if it had been made at a meeting duly called and
held.

6. Eligibility. An Option may be granted only to members of the Board
who are not otherwise employees of the Company or any of its parents
or subsidiaries on the date of grant and have not been employees of
the Company or any of its subsidiaries at any time since the beginning
of the preceding fiscal year (the "Participants").

7. Grant of Options and Option Price. Each individual who is a
Participant on the Effective Date shall automatically be granted on
the Effective Date an Option to purchase 15,000 Shares.

Directors who are newly elected to the Board subsequent to the
Effective Date shall receive an automatic grant of an Option to purchase
15,000 Shares on the date when such director is first elected to the Board
by the Stockholders of the Company, provided, however, that such automatic
grant shall only be made if the new director is a Participant on the date
of his election by the Stockholders, and the number of Shares subject to
future grant under the Plan is sufficient to make the automatic grant
required to be made pursuant to the Plan on such date.

In the event a new non-employee director is appointed by the Board to fill
a vacant directorship position, the new director will not be eligible for
an automatic grant of Options until he or she has been elected to that
position at the Annual Meeting of the Stockholders of the Company.

The initial per Share price to be paid by a Participant upon the exercise
of an Option shall be equal to the fair market value of a Share on the date
of grant. For the purpose thereof, the fair market value of a Share on any
date shall be equal to the last sales price on such date (or if no such
sale occurred on that date, on the next preceding date on which there was
such a sale), as reported by The Nasdaq SmallCap Market or if no such
prices are available, the fair market value as determined by rules to be
adopted by the Committee.

8. Option Period. The period within which each Option may be exercised
shall expire, in all cases, five (5) years from the date the Option is
granted, unless terminated sooner pursuant to Section 12 or fully
exercised prior to the end of such period.

9. Exercise and Payment. An Option may be exercised at any time and from
time to time, subject to the limitations set forth in Section 10, by
the delivery to the Company of a written notice of intent to exercise
the Option with respect to a specified number of Shares and payment to
the Company of the exercise price for the number of Shares with
respect to which the Option is then exercised. All or any portion of
such payment may be made in kind by the delivery of Shares having a
fair market value (as determined in the manner set forth in Section 7
hereof), on the date of delivery, equal to the portion of the Option
exercised price so paid; PROVIDED, HOWEVER, that no such payment may
be made by the delivery of Shares unless the holder has held such
Shares for more than six months.

10. Vesting; Service Required for Exercise. For those directors who are
Participants on the Effective Date, each Option shall become
exercisable as to one-third (1/3) of the Shares subject to the Option
on the first business day after the 2001 Annual Meeting of
Stockholders, as to an additional one-third (1/3) of the Shares
subject to the Option on the first business day after the 2002 Annual
Meeting of the Stockholders, and as to the remaining one-third (1/3)
of the Shares on the first business day after the 2003 Annual Meeting
of Stockholders providing service by the holder thereof, as a director
of the Company, since the date of the grant of the Option has been
continuous.

For those directors who become Participants subsequent to the Effective
Date, each Option shall become exercisable as to one-third (1/3) of the
Shares subject to the Option on the first business day after the first
Annual Meeting of Stockholders subsequent to the Annual Meeting at which
the Participant is first elected to the Board of Directors by the
Stockholders, as to an additional one-third (1/3) of the Shares on the
first business day after the second such succeeding Annual Meeting of
Stockholders, and as to the remaining one-third (1/3) of the Shares on the
first business day after the third such succeeding Annual Meeting of
Stockholders providing service by the holder thereof, as a director of the
Company, since the date of the grant of the Option has been continuous.
The Option shall not be exercisable as to any Shares as to which the
continuous service requirement shall not be satisfied, regardless of the
circumstances under which the holder's service to the Company shall be
terminated. The number of Shares as to which the Option may be exercised
shall be cumulative, so that once the Option shall become exercisable as to
any Shares it shall continue to be exercisable as to such Shares, until the
expiration or termination of the Option as provided in the Plan.

Notwithstanding anything to the contrary set forth in the foregoing, no
Option granted hereunder shall become exercisable unless the Plan shall
have been approved by the stockholders of the Company.

11. Transferability. No Option shall be assignable or transferable except
by will and/or by the laws descent and distribution and, during the
life of any Participant, each Option granted to the Participant may be
exercised only by the Participant.

12. Ceasing to be a Director.

(a) Termination. If a Participant terminates service as a
director for any reason other than disability, death or
retirement, any outstanding Option held by the Participant
shall terminate on the earlier of the date on which such
Option would otherwise expire or three (3) months after such
termination; provided, however, that if such termination is
for cause, such option shall expire on the date of
termination.

(b) Disability. If a Participant's service as a director is
terminated by disability, the terms of any then outstanding
Option held by the Participant shall terminate on the
earlier of the date on which such Option would otherwise
expire or one (1) year after such termination.

(c) Death. If a Participant's service as a director is
terminated by death, the representative of the Participant's
estate or beneficiaries thereof to whom the Option has been
transferred shall have the right during the period
commencing on the date of the Participant's death and ending
on the earlier of the date on which such Option would
otherwise expire or one (1) year after such termination to
exercise any then outstanding Options in whole or in part.

(d) Retirement. If a Participant's service as a director is
terminated by retirement in accordance with the age limits
then in effect for members of the Board, any then
outstanding Option held by the Participants shall remain
outstanding and terminate in accordance with its terms.

13. Duration of Plan. Unless sooner terminated, the Plan shall remain in
effect for a period of five (5) years after the Effective Date and
shall thereafter terminate. No Options may be granted after the
termination of this Plan; provided, however, that except as otherwise
provided in Section 2, termination of the Plan shall not affect any
Options previously granted, or the vesting of such Options, which
Options shall remain in effect until exercised, surrendered or
cancelled, or until they have expired, all in accordance with their
terms.

14. Changes in Capital Structure, etc. In the event of changes in the
outstanding common stock of the Company by reasons of stock dividends,
stock splits, recapitalizations, mergers, consolidations, combinations
or exchange of shares, separations, reorganizations, or liquidations,
the number of Shares available under the plan in the aggregate and the
number of Shares as to which Options may be granted to any Participant
shall be correspondingly adjusted by the Committee. In addition, the
Committee shall make appropriate adjustments in the number of Shares
as to which outstanding Options, or portions thereof then unexercised,
shall relate, to the end that the Participant's proportionate interest
shall be maintained as before the occurrence of such events; such
adjustments shall be made without change in the total price applicable
to the unexercised portion of Options and with a corresponding
adjustment in the Option price per Share.

In addition, if the Company is to be consolidated with or acquired by
another entity in a merger, sale of all or substantially all of the
Company's assets or otherwise, the Committee or the Board of Directors of
any entity assuming the obligations of the Company hereunder, may, as to
outstanding Options, either (i) provide that such Options shall be assumed,
or equivalent options shall be substituted, by the acquiring or successor
corporation (or an affiliate thereof), (ii) upon written notice to the
optionees, provide that all Options must be exercised, to the extent then
exercisable, within a specified number of days of the date of such notice,
at the end of which period the Options shall terminate, or (iii) terminate
all Options in exchange for a cash payment equal to the excess of the Fair
Market Value of the Shares subject to such Options (to the extent then
exercisable) over the exercise price thereof.

15. Rights as Shareholder. A Participant entitled to Shares as a result
of the exercise of an Option shall not be deemed for any purpose to
be, or have rights as, a Stockholder of the Company by virtue of such
exercise, except to the extent a Stock Certificate is issued therefor
and then only from the date such certificate is issued. No
adjustments shall be made for dividends or distributions or other
rights for which the record date is prior to the date such Stock
Certificate is issued.

16. Expenses. The expenses of this Plan shall be paid by the Company.

17. Compliance with Applicable Law. Notwithstanding anything herein to
the contrary, the Company shall not be obligated to cause to be issued
or delivered any certificates evidencing Shares to be delivered
pursuant to the exercise of an Option, unless and until the Company is
advised by its counsel that the issuance and delivery of such
certificates is in compliance with all applicable laws and regulations
of governmental authority. The Company shall in no event be obligated
to register any securities pursuant to the Securities Act of 1933 (as
now in effect or as hereafter amended) or to take any other action in
order to cause the issuance and delivery of such certificates to
comply with any such law or regulation. The committee may require, as
a condition of the issuance and delivery of such certificates and in
order to ensure compliance with such laws and regulations, that the
Participant make such covenants, agreements and representations as the
Committee, it its sole discretion, deems necessary or desirable.

18. Application of Funds. Any cash proceeds received by the Company from
the sale of Shares pursuant to Options will be used for general
corporate purposes.

19. Amendment to the Plan. The Board may from time to time suspend or
discontinue this Plan or revise or amend it in any respect whatsoever;
provided, however, that no such suspension, discontinuance, revision
or amendment shall in any manner affect any grant theretofore made
without the consent of the Participant or the transferee of the
Participant, unless necessary to comply with applicable law.

IMMUCELL CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON JUNE 22, 2000

KNOW ALL MEN BY THESE PRESENTS, that the undersigned stockholder(s) of
ImmuCell Corporation (the "Company"), do(es) hereby appoint Messrs. Michael
F. Brigham and Joseph H. Crabb true and lawful proxy or proxies, with full
power of substitution in each, for and in the name of the undersigned to
vote all shares of common stock, par value $.10 per share, of the Company
outstanding in the name of the undersigned at the Annual Meeting of
Stockholders of the Company to be held at the Embassy Suites Hotel, 1050
Westbrook Street, Portland, Maine on Thursday, June 22, 2000 at 9:00 a.m.
local time, and at any and all adjournments thereof, with all the powers
the undersigned would possess if personally present, hereby revoking all
previous proxies. This Proxy is revocable. The undersigned reserves the
right to attend and vote in person. The undersigned hereby acknowledges
receipt of the Notice of Annual Meeting of Stockholders dated April 27,
2000, the Proxy Statement accompanying the Notice, and the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999.

Said proxies are directed to vote as indicated on the following proposals:

1. ELECTION OF DIRECTORS:

Nominees: MICHAEL F. BRIGHAM, ANTHONY B. CASHEN, JOHN P. DONAHOE, KEITH
N. HAFFER, WILLIAM H. MAXWELL AND MITCHEL SAYARE

FOR all nominees listed above ( )

WITHHOLD AUTHORITY to vote for all nominees listed above ( )

FOR all nominees listed above except that authority is withheld to vote for
any nominee whose name is written on the line immediately below:

2. TO APPROVE THE COMPANY'S 2000 STOCK OPTION AND INCENTIVE PLAN:
FOR ( ) AGAINST ( ) ABSTAIN ( )

3. TO APPROVE THE COMPANY'S 2000 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS:
FOR ( ) AGAINST ( ) ABSTAIN ( )

4. OTHER MATTERS:

To vote with discretionary authority upon any other matters which may
properly come before the meeting or any adjournment thereof.

Each stockholder should specify by a mark in the appropriate box above how
he wishes his shares voted. Shares will be voted as specified. IF NO
SPECIFICATION IS MADE ABOVE, SHARES WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES LISTED IN ITEM 1 ABOVE, FOR THE APPROVAL OF THE 2000 STOCK OPTION
AND INCENTIVE PLAN DESCRIBED IN ITEM 2 ABOVE AND FOR THE APPROVAL OF THE
2000 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS DESCRIBED IN ITEM 3 ABOVE.

PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE REPLY ENVELOPE.

PLEASE CHECK HERE IF YOU ARE PLANNING TO ATTEND THE ANNUAL MEETING IN
PERSON. ( )

Dated:...........................,2000
...................................
...................................
...................................
Signature(s) of Stockholder(s)

Note: Signature(s) should agree with the name(s) on the stock certificates.
Executors, administrators, trustees, guardians, etc. should so indicate
when signing.