HEMAGEN DIAGNOSTICS INC
10KSB, EX-10.31, 2000-12-29
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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<PAGE>   1
                                 Exhibit 10.31
                              CONSULTING AGREEMENT



Upon the terms and conditions set forth below, the parties hereto agree as
follows:


1.    APPOINTMENT. Hemagen Diagnostics, Inc. (the "Company") hereby retains
      Thomas A. Donelan and Christopher P. Hendy (the "Consultants") to provide
      advisory services to the Company with respect to general corporate or
      strategic matters.
2.    FEES. In consideration for the services rendered by the Consultants, the
      Company agrees to pay the Consultants the following fees and other
      compensation:

         a)    The Consultants shall be paid at a rate of $60.00 per hour each.
               The fee shall be paid in cash for 25% of the amount earned and in
               Hemagen Diagnostics, Inc. common stock for 75% of the amount
               earned by each consultant. The price per share will be based on
               the average closing price for the last five trading days of each
               month in which services are provided.
3.    EXPENSES. The Company shall reimburse the Consultants for all
      out-of-pocket expenses incurred in rendering the services hereunder upon
      presentation by the Consultants of a statement of such expenses.
4.    TERM OF RETENTION. This Agreement shall terminate at the close of business
      on September 30, 2000 unless it is extended by agreement of the parties
      hereto.
5     MISCELLANEOUS. This Agreement shall be governed in accordance with the
      laws of the State of Ohio.

This Agreement constitutes the entire understanding and agreement between the
parties hereto with respect to the subject matter hereof and there are no
agreements or understandings with respect hereto which are not contained in this
Agreement.



Agreed and Accepted this 1st day of October 1999.

"Consultants"                                           "Company"


/s/ Christopher P. Hendy                              /s/ Jerry L. Ruyan
------------------------                              ------------------------
Christopher P. Hendy                                  Jerry L. Ruyan, CEO


/s/ Thomas A. Donelan
------------------------
Thomas A. Donelan



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