August 23, 1996 Cellular Products, Inc. 872 Main Street Buffalo, NY 14202 Hemagen Diagnostics, Inc. or its nominee, ("Hemagen") hereby offers to purchase all of the assets of Cellular Products, Inc. ("CPI"), including without limitation all real...

                                                                 EXHIBIT 2



                                                           August 23, 1996

Cellular Products, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, XX  00000

      Hemagen Diagnostics, Inc. or its nominee, ("Hemagen") hereby offers to 
purchase all of the assets of Cellular Products, Inc. ("CPI"), including 
without limitation all real estate (excluding, however, 000 Xxxx Xxxxxx, 
Xxxxxxx, XX), cash, accounts receivables, machinery and equipment, 
inventory, contracts, and all general intangibles including tradename, 
trademarks, patents, copyrights and trade secrets, (the "Assets"), as 
follows:

      1. Purchase Price.  The Purchase Price shall be Six Hundred Thousand 
Dollars ($600,000.00), $400,000.00 payable at the time of closing and 
$200,000.00 payable on the first anniversary thereafter.  In addition, 
Hemagen shall assume, on the same terms and conditions given to CPI, up to 
$70,000 of the current trade payables of CPI (meaning payables which are not 
past due or which have been invoiced to CPI within 90 days before or after 
closing).  In the event the purchase is made by Xxxxxxx's nominee, Hemagen 
will issue an unsecurred guarantee for the deferred payment of the $200,000 
due after closing.

      2. Conditions to Closing.  The obligations of Hemagen to consummate 
the transaction herein, unless expressly waived by Xxxxxxx in writing, are 
subject to the satisfaction at or prior to closing of each of the following 
conditions:

            (a) All material consents, approvals and waivers from third 
      parties and governmental agencies necessary to permit the Debtor to 
      transfer the Assets to Hemagen as shall have been obtained or provided 
      for and no such consent, approval or waiver shall have been withdrawn.

            (b) This Agreement and the transactions contemplated hereby 
      shall have been duly approved by the Bankruptcy Court, and the 
      documents and instruments to be delivered to Hemagen at the closing 
      shall be in full compliance with applicable law and effective to sell, 
      convey and assign all of CPI's right, title and interest to all of the 
      Assets, free and clear of all liens and encumbrances, with Hemagen 
      permitted to continue operating at 000 Xxxx Xxxxxx, Xxxxxxx, X.X.

            (c) Since the date of this Agreement, there has not been any 
      material adverse change in the business or operation of CPI including, 
      without limitation, the Assets, and CPI has not incurred, or become 
      subject to, any liability, obligation or commitment of any nature, 
      except liabilities incurred in the ordinary course of business and 
      consistent with past practice. 

            (d) At least 75% of CPI's existing employees agree to accept 
      employment with Hemagen.

            (e) Confirmation by Hemagen based upon audited financial 
      statements at Hemagen's expense that the financial information 
      furnished by Debtor is true and accurate.

            (f) CPI shall file for an expedited hearing in form and 
      substance satisfactorily to CPI and Xxxxxxx directing that any 
      competing offers for the Assets be at least $650,000.

            (g) Except to the extent required by fiduciary obligations under 
      applicable law, CPI, its officers, directors and employees, shall not 
      directly or indirectly initiate or solicit any proposals for a sale or 
      purchase of all or substantially all of the Assets.  CPI shall 
      promptly notify and communicate to Hemagen the terms and identity of 
      any offeror or inquiry.

            (h) If the Assets are ultimately sold to a third party, subject 
      to court direction, Hemagen will be paid $40,000 of any successor high 
      bid, plus 50% of any amount paid in excess of $650,000 up to but not 
      exceeding an additional $40,000 in order to reimburse Hemagen for its 
      out of pocket expenses which CPI and Hemagen agree is commercially 
      reasonable and necessary to induce Hemagen to enter into and 
      consummate this transaction. 

            (i) This Agreement is contingent upon approval of the Bankruptcy 
      Court  after notice to creditors and a hearing, if so requested by the 
      Court.

      If the foregoing is acceptable, kindly indicate your acceptance below 
and return a signed copy to Hemagen on or before close of business on 
Wednesday, August 21, 1996 or this Offer shall be deemed withdrawn.

                                   HEMAGEN DIAGNOSTICS, INC.

                                   By: /s/ Xxxx Xxxxxxxxx
                                           Xxxx Xxxxxxxxx, President

      Acknowledged and agreed to in accordance with the terms and conditions 
outlined herein.

                                   CELLULAR PRODUCTS, INC.

                                   By: /s/ Xxxxxxx X. Xxxxxx
                                           Xxxxxxx X. Xxxxxx, Vice President

                                   By: /s/ Xxxxx X. X. Xxxxxx
                                           Xxxxx X. X. Xxxxxx, President


                                                           August 29, 1996

Cellular Products, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, XX  00000

      This letter, if accepted by Cellular Products, Inc. ("CPI"), amends 
the letter agreement previously executed by Hemagen Diagnostics, Inc. 
("Hemagen") and CPI dated August 20, 1996 (the "Letter Agreement") regarding 
the purchase all of the assets of CPI.  In all other respects, the Letter 
Agreement shall remain in full force and effect.  The Letter Agreement is 
amended as follows:

      1. Amendment to Paragraph 2 (h): Paragraph 2(h) is deleted in its 
entirety and the following new Paragraph 2(h) is substituted in place 
thereof:

            "(h) If the Assets are ultimately sold to a third party, subject 
      to court direction, Hemagen will be paid the lesser of: 

                  (A) the actual out of pocket expenses incurred by Xxxxxxx, 
                      or 

                  (B) $40,000 of any successor high bid, plus 50% of any 
                      amount paid in excess of $650,000 up to but not 
                      exceeding an additional $40,000,

in order to reimburse Hemagen for its out of pocket expenses which CPI and 
Hemagen agree is commercially reasonable and necessary to induce Hemagen to 
enter into and consummate this transaction.  If Xxxxxxx is reimbursed 
pursuant to the terms of this Paragraph, then, subject to CPI waiving any 
breach of confidentiality claims, Hemagen will make available its findings 
to any third party presenting a competing offer.  The parties acknowledge 
that Hemagen is not able to control the actions of its independent 
accountants and therefore Hemagen cannot make any representations regarding 
access to the accountants' workpapers or whether the accountants will issue 
an opinion regarding the financial records of CPI which a third party may 
rely upon."

      If the foregoing amendment is acceptable, kindly indicate your 
acceptance below and return a signed copy to Hemagen.

                                   HEMAGEN DIAGNOSTICS, INC.

                                   By: /s/ Xxxx Xxxxxxxxx
                                           Xxxx Xxxxxxxxx, President

      Acknowledged and agreed to in accordance with the terms and conditions 
outlined herein.

                                   CELLULAR PRODUCTS, INC.

                                   By: /s/ Xxxxxxx X. Xxxxxx
                                           Xxxxxxx X. Xxxxxx, Vice President

                                   By: /s/ Xxxxx X. X. Xxxxxx
                                           Xxxxx X. X. Xxxxxx, President