SECOND AMENDMENT TO RIGHTS AGREEMENT

SECOND AMENDMENT TO RIGHTS AGREEMENT

     This SECOND AMENDMENT TO RIGHTS AGREEMENT is made as of December 12, 2002 by and between Hemagen Diagnostics, Inc. (the “Company”), a Delaware corporation, and Continental Stock Transfer & Trust Company (the “Rights Agent”), a New York corporation.

     WHEREAS, the Company and the Rights Agent entered into a Rights Agreement dated as of January 27, 1999, and amended in a First Amendment as of September 30, 1999 (the “Rights Agreement”);

     WHEREAS, Section 28 of the Rights Agreement provides that the Company and the Rights Agent may amend any provision of the Rights Agreement without shareholder approval subject to certain limitations; and

      WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement as provided herein.

      NOW, THEREFORE, the parties hereby agree as follows:

1.



2. Section 1(a)(i) of the Rights Agreement shall be superseded, amended and restated as follows:

"(i) Xxxxxxx X. Xxxxx shall not be deemed to be an "Acquiring Person", and...."

This Second Amendment to Rights Agreement may be executed in counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Rights Agreement to be duly executed as of the date first above written.

HEMAGEN DIAGNOSTICS, INC.


  /s/Xxxxxxx X. Xxxxx                                         
        Xxxxxxx X. Xxxxx
        President

CONTINENTAL STOCK TRANSFER & TRUST
COMPANY, As Rights Agent


  /s/Xxxxxxx X. Xxxxxxxxx                                         
        Xxxxxxx X. Xxxxxxxxx
        Vice President