EMPLOYMENT AGREEMENT

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 1st day of January, 2005, between IMMUCELL CORPORATION, a Delaware corporation (the “Company”), and Joseph H. Crabb, of Falmouth, Maine (“Crabb”).

WITNESSETH:

In consideration of the mutual promises hereinafter contained, the parties hereto agree as follows:

1. EMPLOYMENT AND TERM. Recognizing that Crabb desires to reduce his time commitment to his responsibilities on behalf of the Company, the Company hereby agrees to employ Crabb and Crabb hereby agrees to accept half-time employment by the Company, subject to the provisions of this Agreement, for a term of one (1) year commencing on January 1, 2005, and ending on December 31, 2005. Except as provided in Section 6(e) below, this Agreement replaces and supersedes Crabb’s prior Employment Agreement with the Company, which Agreement became effective April 29, 1999.

2. DUTIES OF CRABB. Crabb shall continue to be employed by the Company as its Vice President and Chief Scientific Officer, performing such duties consistent with such position as its Board of Directors shall assign to Crabb from time to time. As an exempt employee, Crabb shall work those hours that are reasonably necessary to complete his assigned duties on behalf of the Company, with the understanding that it is expected that his time commitment to his position responsibilities shall be half-time. Even though working a half-time schedule, Crabb shall serve the Company faithfully and diligently, using his best efforts to promote the interests of the Company. Crabb further agrees when called upon to serve as a member of the Board of Directors of the Company. Any service as a director shall be part of Crabb’s expected time commitment to the Company and therefore performed without expectation of any additional compensation.

number of years of service to the Company, which amounts to 80 hours per year. Crabb shall earn three sick days during the year (50% of the sick time earned by full-time employees) and maintain his earned sick day bank in force for use in the event of a catastrophic illness or disability. Given the flexibility provided in Crabb’s work schedule, it is not anticipated that sick time will be needed in a significant way to achieve the half-time work commitment. Crabb will still be eligible for a 401(k) Plan employer match in accordance with the terms of that Plan as it may be amended from time to time.

As used in this subsection (c), “just cause” shall be deemed to include only the following:

For the purposes of this Agreement, “Protected Product or Technology” shall mean and include:

“Protected Product or Technology” shall also mean and include any new products or technologies of the Company or any product improvements with respect to (i) through (vii) above whether then existing or, to Crabb’s knowledge, under consideration or development by the Company.

This limitation on research, development and business activities shall remain effective throughout the term of Crabb’s association with the Company as an employee, director and/or consultant, and for one (1) year after the date that Crabb no longer has any such association. Nothing contained in this subsection shall be construed to limit or waive Crabb’s confidentiality obligations to the Company, whether under Attachment A or otherwise.

distribution. In the event of the death of Crabb after he has terminated his employment with the Company, but prior to the payment of all amounts payable to him pursuant to the provisions of subsection (b) of Section 4 hereof, the remaining such amounts shall be paid to the representatives of Crabb’s estate.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, intending the same to take effect as a sealed instrument, as of the date first above written.