SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

      X    QUARTERLY  REPORT  PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

         For the quarterly and nine month periods ended March 31, 2002

      _    TRANSITION  REPORT  UNDER  SECTION  13 or 15 (d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934
                        For the transition period from to
                        Commission File Number 000-24541

                         CORGENIX MEDICAL CORPORATION
                (Name of Small Business Issuer in its Charter)

              Nevada                           93-1223466
  (State or other jurisdiction of    (I.R.S. Employer Identification
  incorporation or organization)                  No.)


                12061 Tejon Street, Westminster, Colorado 80234

         (Address of principal executive offices, including zip code)

                                 (303) 457-4345


               (Issuer's telephone number, including area code)


      (Former  name,  former  address and former  fiscal year, if changed since
      last report)


Check  whether  the  issuer:  (1) filed  all  reports  required  to be filed by
Section  13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or for
such shorter  period that the  registrant  was required to file such  reports),
and  (2)  has  been  subject  to  such  filing  requirements  for  the  past 90
days.     Yes X   No  ___


The number of shares of Common Stock outstanding was 4,327,899 as of April 19,
2002.


Transitional Small Business Disclosure Format.     Yes _     No X_

<PAGE>





                          CORGENIX MEDICAL CORPORATION


                                 March 31, 2002





                                TABLE OF CONTENTS


                                                                            Page


                                     Part I


                              Financial Information


      Item 1.   Consolidated Financial Statements                           3


      Item 2.   Management's  Discussion  and Analysis of  Financial  Condition
                and Results of Operations                                   9




                                     Part II


                                Other Information


      Item 1.   Legal Proceedings                                          18


      Item 2.   Changes in Securities and Use of Proceeds                  18


      Item 3.   Defaults Upon Senior Securities                            19


      Item 4.   Submission of Matters to a Vote of Security Holders        19


      Item 5.   Other Information                                          19


      Item 6.   Exhibits and Reports on Form 8-K                           19




<PAGE>


                                     PART I
                   Item 1. Consolidated Financial Statements

                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
Consolidated Balance Sheets

-------------------------------------------------------------------------------

                                     March 31,  2002             June 30, 2001
                                        (Unaudited)
                Assets

Current assets:
  Cash and cash equivalents             $197,349                     320,140
  Accounts receivable, less allowance
    for doubtful accounts of  $14,000    834,998                     585,704
  Inventories                            698,924                     556,521
  Prepaid expenses                        69,583                      13,612
             Total current assets      1,800,854                   1,475,977
Equipment:
  Machinery and laboratory equipment     513,697                     353,549
  Software, furniture, fixtures
  and office equipment                 1,117,119                   1,010,631
                                     -----------                --------------
                                       1,630,816                   1,364,180

  Accumulated depreciation and
     amortization                       (764,277)                    (551,393)
             Net equipment               866,539                      812,787
                                      -----------                --------------

Intangible assets:
  Patents, net of accumulated
    amortization of $851,858
    and $795,986, respectively           265,686                      321,558
  Goodwill, net of accumulated
    amortization of  $44,001
    and $41,067, respectively             14,655                       17,589
                                      -----------               ---------------
Net intangible assets                    280,341                      339,147
  Due from officer                        12,000                       12,000
  Other assets                             9,686                       65,179
              Total assets           $ 2,969,420                    2,705,090
                                    ============                ===============


                 Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
  Current portion of  notes payable  $   343,652                      188,998
  Current portion of capital
     lease obligations                    85,187                       31,186
  Accounts payable                       496,421                      746,642
  Accrued payroll and related
     liabilities                         122,088                      141,528
  Accrued interest payable                92,709                       82,689
  Other liabilities                      126,166                       72,642

  Employee stock purchase plan payable     3,915                        2,235
                                        --------                      --------
      Total current liabilities        1,270,138                    1,265,920

Notes payable, excluding
    current portion                      536,154                      618,370
Capital lease obligations, excluding
 current portion                         122,080                       49,379
                                        ---------                     --------
             Total liabilities         1,928,372                    1,933,669

Stockholders' equity (deficit):
  Preferred stock, $0.001 par value.
    Authorized 5,000,000 shares,
    none issued or outstanding            -                             -
  Common stock, $0.001 par value.
    Authorized 40,000,000 shares;
    issued  and outstanding 4,327,899
    and 4,077,290 on March 31 and
    June 30, respectively                  4,328                        4,077
Additional paid-in capital             4,692,484                    4,475,563
Accumulated deficit                   (3,677,441)                  (3,736,486)
Accumulated other comprehensive income    21,677                       28,267

      Total stockholders' equity       1,041,048                      771,421
Total liabilities and stockholders'
 equity                              $ 2,969,420                     2,705,090

See accompanying notes to consolidated financial statements.


<PAGE>






                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES


Consolidated Statements of Operations and Comprehensive Income (Loss)

-------------------------------------------------------------------------------

                              Three Months Ended          Nine Months Ended
                            March 31,     March 31,     March 31,   March 31,
                               2002         2001         2002        2001

                            --------------------------------------------
                                  (Unaudited)                (Unaudited)



Net sales                   $ 1,244,466   1,112,251    3,522,318     3,063,545
Cost of sales
                                457,644     398,153    1,218,386     1,096,329

                            --------------------------------------------

          Gross profit      $   786,822     714,098    2,303,932     1,967,216

Operating expenses:
  Selling and marketing         273,010     185,339      730,768       532,801

  Research and development      145,460      84,224      420,953       262,120
  General and administrative    332,863     274,966      978,752       659,430

                            ---------------------------------------------
  Total expenses                751,333     544,529    2,130,473     1,454,351

          Operating income  $    35,489     169,569      173,459       512,865

Interest expense, net            42,282      41,058      114,414       110,483

                            ---------------------------------------------

          Net income (loss) $   (6,793)     128,511       59,045       402,382


 Net income (loss)  per
   share, basic             $      -           0.04          .01          0.11

 Net income (loss)  per
   share, diluted           $      -           0.04          .01          0.11

Weighted average shares
   outstanding,  basic       4,291,265    3,486,648    4,268,571     3,555,104
   (note 3)

Weighted average shares
   outstanding, diluted      4,336,372    3,491,432    4,321,526     3,580,027
   (note 3)

          Net income (loss)  $ (6,793)      128,511       59,045       402,382


 Foreign currency
   translation gain (loss)     (1,428)       12,852       (6,590)       13,890

 Total comprehensive
   income (loss)             $ (8,221)      141,363       52,455       416,272
                            ==========     =========     ========     =========
See accompanying notes to consolidated financial statements.

<PAGE>



                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES



Consolidated Statements of Cash Flows
-------------------------------------------------------------------------------

                                                     Nine Months Ended
                                                  March 31,      March 31,
                                                    2002           2001
                                              -----------------------------
                                                       (Unaudited)
Cash flows from operating activities:
  Net income                                    $  59,045         402,382
  Adjustments to reconcile net income
    to net cash provided (used)by operating
    activities:
         Depreciation and amortization            271,690          96,551
         Equity instruments issued for services    34,753            -
         Changes in operating assets
         and liabilities:
            Accounts receivable                  (249,294)        (68,305)
            Inventories                          (142,403)          1,165
            Prepaid expenses and other assets        (478)        (55,266)
            Accounts payable                     (250,221)        (60,766)
            Accrued payroll and
              related liabilities                 (19,440)         13,440
            Employee stock purchase plan payable    1,680            (797)
            Accrued interest and other liabilities 63,544        (146,425)
                                               -----------------------------

                  Net cash provided (used)
                  by operating activities        (231,124)        181,979

                                               -----------------------------

Cash flows used by investing
activities- purchase of equipment                 (85,103)       (228,735)

Cash flows from financing activities:
  Proceeds from issuance of common stock          208,160         368,494
  Proceeds from issuance of warrants                  200            -
  Proceeds from issuance of notes payable         203,659            -
  Payments on notes payable                      (131,221)        (80,861)
  Payments  on capital lease obligations          (54,831)        (25,875)
  Payments for costs of issuance of
    common stock                                  (25,941)           -
                                               -----------------------------

                  Net cash provided by
                  financing activities            200,026         261,758
                                               -----------------------------

                  Net increase (decrease)
                  in cash and cash equivalents   (116,201)        215,002

Impact of foreign currency translation
  adjustment on cash                               (6,590)         11,110

Cash and cash equivalents at beginning
  of  period                                      320,140          46,698

                                               ----------------------------
Cash and cash equivalents at end of            $  197,349         272,810
period                                         ============================


Supplemental cash flow disclosures:
  Cash paid for interest                       $   76,672         101,548
Noncash investing and financing activity--
   Equipment acquired under capital leases     $  181,533          27,858

See accompanying notes to consolidated financial statements.

<PAGE>




                 CORGENIX MEDICAL CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.    DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

      Corgenix Medical Corporation (Corgenix or the Company) develops,
manufactures and markets diagnostic products for the serologic diagnosis of
certain vascular diseases and autoimmune disorders using proprietary technology.
We market our products to hospitals and free-standing laboratories worldwide
through a network of sales representatives, distributors, and private label
(OEM) agreements. Our headquarters office and manufacturing facility are located
in Westminster, Colorado.

      The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries, Corgenix, Inc., Corgenix UK Limited (Corgenix
UK) and health-outfitters.com, Inc. Corgenix UK was established as a United
Kingdom company during 1996 to market the Company's products in Europe.
Transactions are generally denominated in US dollars.

      The accompanying consolidated financial statements have been prepared
without audit and in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-QSB and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of the Company, the financial
statements include all adjustments (consisting of normal recurring accruals and
adjustments) required to present fairly the Company's financial position at
March 31, 2002 and June 30, 2001 and the results of operations for each of the
three and nine month periods ended March 31, 2002 and 2001, and the cash flows
for each of the nine month periods then ended. The operating results for the
three and nine months ended March 31, 2002 are not necessarily indicative of the
results that may be expected for the year ended June 30, 2002. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-KSB for the fiscal
year ended June 30, 2001.

2.    SOFTWARE

           In the year ended June 30, 2000 we began development of a web site
for selling healthcare and fitness products directly to consumers. The internal
and external costs of developing and enhancing the software, other than initial
design and other costs incurred during the preliminary project stage, were
capitalized through the fourth fiscal quarter of the fiscal year ended June 30,
2001. To date, all products and enhancements thereto have utilized proven
technology. Such capitalized amounts are amortized on the straight-line method
over the estimated economic life, estimated to be three years beginning July 1,
2001. Although it is possible that management's estimate for the future net
realizable value could change in the near future, management is not currently
aware of any events that would result in a change to its estimate which would be
material to our financial position or our results of operations.

      In the quarter ended December 31, 2001, we began development of a
business-to-business web site (Corgenix On Line) for reference laboratory and
hospital customers and potential customers worldwide. The web site, when
completed, will allow customers to place orders for our diagnostic products, pay
for said orders, and track the status of such orders. It will also give full
specifications and details on all of our diagnostic test kits. As was the case
in the paragraph above, the internal and external costs of developing and
enhancing the software, other than initial design and other costs incurred
during the preliminary project stage have been capitalized and will continue to
be capitalized until the software has been completed. To date, all products and
enhancements thereto have utilized proven technology. Such capitalized amounts
(approximately $75,000 as of March 31, 2002) will be amortized commencing when
the website is placed in service on a straight line basis over a three-year
period.


<PAGE>



3.         EARNINGS PER SHARE

      On January 15, 2002, the Company effected a one-for-five reverse stock
split. Previously reported share and earnings per share amounts have been
retroactively adjusted to reflect the reverse split for all periods. Basic and
diluted net income (loss) per share is presented based on the weighted average
number of common shares outstanding during the period. Diluted net income per
share is computed on the basis of the weighted average number of common shares
outstanding plus the effect of outstanding warrants and stock options using the
"treasury stock" method unless the impact is anti-dilutive. The difference
between basic income per share and diluted income per share is due to the effect
of outstanding warrants and stock options.


      The components of basic and diluted income (loss) per share are as
follows:

                                    3             3            9           9
                                  months        months       months      months
                                  ended         ended        ended       ended
                                 March 31,     March 31,    March 31,  March 31,
                                   2002         2001          2002        2001

Numerator:
  Net income (loss)            $ (6,793)      $128,511     $59,045     $402,382
                               =========      ========     =======     ========
Denominator:
  Historical   common  shares
   outstanding    for   basic
   income  (loss)  per  share
   at beginning of  period    4,281,246      3,488,235   4,077,290    3,370,423
  Impact  of  shares   issued
   during the period             10,019         (1,587)    191,281      184,681
  Denominator    for    basic
   income    per    share   -
   weighted average shares    4,291,265       3,486,648  4,268,571    3,555,104
  Incremental  common  shares
   attributable   to   shares
   issuable    under   equity
   incentive  plans (treasury
   stock method)                 45,107           4,784    52,955        24,923
                                --------        -------    -------      -------
  Denominator   for   diluted
   net  income  per  share  -
   weighted average shares    4,336,372       3,491,432  4,321,526    3,580,027
Basic income (loss)per share  $    (.00)       $   0.04   $    .01    $    0.11
                              ==========        ========   ========    =========
Diluted earnings (loss)
per share                     $    (.00)       $   0.04   $    .01    $    0.11
                              ==========        ========  =========    =========

4.     INCOME TAXES

      The Company recognized a net loss for the three months and net income for
the nine months ended March 31, 2002. Although the Company recognized net income
in the years ended June 30, 2001 and 2000, it historically has incurred losses,
and accordingly no income tax benefit has been recognized. The Company will
continue to assess when it is appropriate to reverse some or all of the
valuation allowance for deferred income taxes based on projecting net income in
the future or utilization of tax planning strategies.

5.    SEGMENT INFORMATION

      The Company has two segments of business: the domestic segment, which
includes revenues generated by sales to customers in the United States, Canada,
Mexico and Japan, and includes all expenses in the Denver, Colorado headquarters
including corporate expenses; and the international segment, which includes
sales to customers worldwide except for those covered in the domestic segment,
and includes all expenses of the Corgenix subsidiary in the UK. The Company's
other subsidiary, health-outfitters.com, Inc. had insignificant revenue for the
three and nine months ended March 31, 2002 (approximately $3,500 and $5,000
respectively) and no revenue for the three and nine months ended March 31, 2001.
The expenses for health-outfitters.com, Inc., are included in the domestic
segment. The following table sets forth selected financial data for these
segments for the three and nine month periods ended March 31, 2002 and 2001.



                    Three Months Ended March 31,    Nine Months Ended March 31,
                Domestic  International   Total  Domestic International  Total

Net
sales    2002  $966,467     277,999   1,244,466  2,670,812  851,506  3,522,318
         2001  $824,863     287,388   1,112,251  2,361,667  701,878  3,063,545
              ----------   --------  ----------  --------- --------- ---------
Gross    2002  $611,097     175,725     786,822  1,746,029  557,903  2,303,932
profit   2001  $529,562     184,536     714,098  1,518,552  448,664  1,967,216
              ----------   --------  ----------  ---------  -------- ---------

Net
income   2002 $(98,330)      91,537     (6,793)   (102,522) 161,567     59,045
(loss)   2001 $ 13,121      115,390    128,511     235,905  166,477    402,382
              ----------   --------   ---------   --------- --------  ---------

Deprec.  2002 $ 89,093          923     90,016     269,844    1,846    271,690
and      2001 $ 30,579           -      30,579      96,551      -       96,551
Amort.
              ----------   --------    --------   --------- -------   ----------

Interest 2002 $(29,369)     (12,913)   (42,282)    (87,325) (27,089)  (114,414)
expense  2001 $ 32,331        8,727     41,058      85,772   24,711    110,483
              ----------   --------    --------   ---------  -------   ---------

Long-    2002 $1,146,880      7,861  1,146,880   1,139,019    7,861  1,146,880
lived    2001 $1,200,949      9,880  1,210,829   1,200,949    9,880  2,798,947
assets        ----------   ---------  ---------  ---------    ------  ---------

Included in domestic revenues above are sales to one customer, Chugai, which
represented 14.5% and 12% for the three months ended March 31, 2002 and 2001,
respectively and 16% and 12% for the nine months ended March 31, 2002 and 2001,
respectively.


6.    PROPOSED ACQUISITION


   On January 9, 2002, the Company announced that it had signed a letter of
   intent to acquire Affinity Biologicals, Inc., a privately-owned Canadian
   company which is a primary manufacturer of quality antibodies and plasmas for
   use in hemostasis research and medical diagnostics.

   Under the terms of the letter of intent, the Company will purchase Affinity
   for $2 million in cash, stock and notes payable. The acquisition is expected
   to close on or about June 30, 2002.



                                     Item 2.




                          CORGENIX MEDICAL CORPORATION
                    Management's Discussion and Analysis Of
                 Financial Condition and Results of Operations


      The following discussion should be read in conjunction with the
consolidated financial statements and accompanying notes included elsewhere
herein.


      General


      Since the Company's inception, we have been primarily involved in the
research, development, manufacturing and marketing/distribution of diagnostic
tests for sale to clinical laboratories. We currently market 140 products
covering autoimmune disorders, vascular diseases, infectious diseases and liver
disease. Our products are sold in the United States, the UK and other countries
through our marketing and sales organization that includes contract sales
representatives, direct sales and marketing personnel, internationally through
an extensive distributor network, and to several significant OEM partners.

      We manufacture products for inventory based upon expected sales demand,
shipping products to customers, usually within 24 hours of receipt of orders.
Accordingly, we do not operate with a backlog.

      Except for the fiscal year ending June 30, 1997, we have experienced
revenue growth since our inception, primarily from sales of products.

      Beginning in fiscal year 1996, we began adding third-party OEM licensed
products to our diagnostic product line. Currently we sell 128 products licensed
from or manufactured by third party manufacturers. We expect to expand our
relationships with other companies in the future to gain access to additional
products.

      Although we have experienced growth in revenue every year since 1990,
except for 1997, there can be no assurance that, in the future, we will sustain
revenue growth or achieve profitability. Our results of operations may fluctuate
significantly from period-to-period as the result of several factors, including:
(i) whether and when new products are successfully developed and introduced,
(ii) market acceptance of current or new products, (iii) seasonal customer
demand, (iv) whether and when we receive milestone payments and license fees
from strategic partners, (v) changes in reimbursement policies for the products
that we sell, (vi) competitive pressures on average selling prices for the
products that we sell, (vii) changes in the mix of products that we sell, and
(viii) the acceptance of e-commerce for healthcare products by consumers.



Results of Operations


           Three Months Ended March 31, 2002 compared to 2001

      Net sales. Net sales for the three months ended March 31, 2002 were
$1,244,466 an 11.9% increase from $1,112,251 in 2001 due to continued expansion
of our worldwide distribution network, overall product mix, and the revenue
contribution of new products. Product sales increased in most categories.
Domestic sales increased 17.2%, while sales to international distributors
decreased 3.3%; Sales to OEM partners increased 36.1%, primarily due to ordering
patterns. Included in the above increase in domestic sales was an increase of
40.7% in the sales of Hyaluronic Acid Test Kits ("HA') to Chugai for
distribution in Japan. Chugai is the Company's largest customer, representing
approximately 14.5% and 12% of sales in the quarters ended March 31, 2002 and
2001, respectively. Chugai has unexpectedly not forecasted any orders for HA
product after November 2002. Our management has not determined Chugai's intent
with respect to orders of HA product after November 2002 and we are trying to
determine the status of these orders. As we are unclear whether or not Chugai
will place orders after November 2002, we are internally not projecting any
orders by Chugai of HA after November 2002. The majority of the Company's sales
increase for the current fiscal quarter was due to higher unit volume (which
increased approximately 11.0%), as opposed to an increase in average price per
unit sold of approximately 5.2%). Sales of products manufactured for us by other
companies, while still relatively small, are expected to continue to increase
during fiscal 2002. Sales of products by health-outfitters.com were not
significant in the second fiscal quarter and, since we envision a slow-growth
scenario, are not expected to be significant in fiscal year 2002.

      Cost of sales. Cost of sales was 36.8% of sales in the second quarter
ended March 31, 2002 compared to 35.8% for last year's third quarter. This
slight increase reflects higher raw material, labor-related and overhead
components (most notably facility-related) of cost of sales for the three month
period.

      Selling and marketing. Selling and marketing expenses increased 47.3 % to
$273,010 for the three months ended March 31, 2002 from $185,339 in 2001 due to
increases in advertising, outside services, payroll-related costs, and royalties
expense.

      Research and development. Research and development expenses for the three
months ended March 31, 2002, increased 72.7% to $145,460 from $84,224 in 2001.
Most of this increase came as a result of increased labor-related costs and
purchases and development costs of new products, most notably a joint proof of
principle development project.

      General and administrative. General and administrative expenses for the
three months ended March 31, 2002, increased 21.1% to $332,863 from $274,966 in
2001, due to the amortization of software development costs, the expense of
health outfitters.com web site and to increases in occupancy costs,
payroll-related costs, and outside services expense such as legal, accounting
and consulting expenses.

      Interest  expense.  Interest  expense  increased 31.6% to $42,282 in 2002
from $41,058
 in 2001 due primarily to an increase in capital lease obligations.

      Nine  Months Ended March 31, 2002 and 2001

      Net sales. Net sales for the nine months ended March 31, 2002 were
$3,522,318 a 15.0% increase from $3,063,545 in 2001 due to continued expansion
of our worldwide distribution network, overall product mix, and the revenue
contribution of new products. Product sales increased in all categories.
Domestic sales increased 13.1%; sales to international distributors increased
21.3%; and sales to OEM partners increased 26.4%, primarily due to ordering
patterns and to sales to new OEM partners. Included in the above increase in
domestic sales was an increase of 60.1% in the sales of HA to Chugai for
distribution in Japan. Chugai is the Company's largest customer, representing
approximately 16% and 12% of sales in the nine months ended March 31, 2002 and
2001, respectively. The majority of the Company's sales increase for the current
six months was due to higher unit volume (which increased approximately 14.0%),
as opposed to increases in average price per unit sold (which increased 3.1%).
Sales of products manufactured for us by other companies, while still relatively
small, are expected to continue to increase during fiscal 2002. Sales of
products by health-outfitters.com were not significant in the first nine months
and, since we envision a slow-growth scenario, are not expected to be
significant in fiscal year 2002.

      Cost of sales. Cost of sales was 34.6% of sales for the nine months ended
March 31, 2002 compared to 35.8% for the prior year's first nine months. This
slight improvement reflects slightly lower raw material, labor-related and
overhead components for the nine month period.

      Selling and marketing. Selling and marketing expenses increased 37.2 % to
$730,768 for the nine months ended March 31, 2002 from $532,801 in 2001 due to
increases in advertising, outside services, payroll-related costs and royalties
expense.

      Research and development. Research and development expenses for the nine
months ended March 31, 2002, increased 60.6% to $420,953 from $262,120 in 2001.
Most of this increase came as a result of increased labor-related costs and
purchases and development costs of new products, most notably a joint proof of
principle development project

      General and administrative. General and administrative expenses for the
nine months ended March 31, 2002, increased 48.4% to $978,752 from $659,430 in
2001, due to the amortization of software development costs, the expense of
health outfitters.com web site and to increases in occupancy costs,
payroll-related costs and outside services expense such as legal, accounting and
consulting expenses.

      Interest expense. Interest expense for the nine month period ending March
31, 2002 increased 12.7% to $114,414 in 2002 from $110,483 in 2001, primarily
due to an increase in capital lease obligations.

      Liquidity and Capital Resources

      Cash used by operating activities was $231,124 for the current nine months
compared to cash provided by operations of $181,979 during the prior fiscal
year's comparable first nine months. The useage for the current nine months was
primarily attributable to the Company's $343,337 reduction in period-to-period
net income ($59,045 compared to $402,382), the investment in working capital
resulting in an increase in accounts receivable, inventories and prepaid
expenses, along with a substantial reduction ($250,221) in accounts payable. The
Company expects this trend to continue as its revenues increase. The Company
believes that uncollectible accounts receivable will not have a significant
effect on future liquidity, as a significant portion of its accounts receivable
are due from enterprises with substantial financial resources.

      Net cash used by investing activities, the purchase of equipment, was
$85,103 for the current nine month period. The useage in the current nine months
was mainly attributable to the addition of manufacturing and computer equipment
required by the Company in addition to the capitalized costs of the Company's
new business-to-business website, Corgenix On Line.

      Net cash provided by financing activities amounted to $200,026 for the
current nine months. The cash provided by financing activities was primarily due
to the private sale of the Company's common stock, amounting to a net amount
realized of $185,395 in addition to new notes payable of $203,659.

      Historically, we have financed our operations primarily through sales of
common and preferred stock. In fiscal 2001, we raised $496,316 before offering
expenses through a private sale of common stock.

      We have also received financing for operations from sales of diagnostic
products. As of March 31, 2002, our accounts payable decreased 33.5% to $496,421
from $746,642 as of June 30, 2001 due to a concerted effort on our part to bring
the accounts payable to a more current status.

      Our principal sources of liquidity have been cash provided from operating
and financing activities, cash raised from the private sale of common stock
mentioned above, and long-term debt financing, of which $652,665 remained
outstanding on the SBA note payable as of March 31, 2002. We believe that we
will continue investigating new debt agreements and may sell additional equity
securities in fiscal year 2002 to develop the markets and obtain the regulatory
approvals for the HA products, and to pursue all of our strategic objectives. We
believe that our current availability of cash and working capital are adequate
to meet our ongoing needs for at least the next twelve months.

      On June 30, 2001, the Financial Accounting Standards Board ("FASB or "the
Board") issued Statement of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations", and SFAS No. 142, "Goodwill and Intangible Assets".
Major provisions of these Statements are as follows: all business combinations
initiated after June 30, 2001 must use the purchase method of accounting; the
pooling of interest method of accounting is prohibited except for transactions
initiated before July 1, 2001; intangible assets acquired in a business
combination must be recorded separately from goodwill if they arise from
contractual or other legal rights or are separable from the acquired entity and
can be sold, transferred, licensed, rented or exchanged, either individually or
as part of a related contract, asset or liability; goodwill and intangible
assets with indefinite lives are not amortized but are tested for impairment
annually, except in certain circumstances, and whenever there is an impairment
indicator; all acquired goodwill must be assigned to reporting units for
purposes of impairment testing and segment reporting; and goodwill will no
longer be subject to amortization. Although it is still reviewing the provisions
of these Statements, management's preliminary assessment is that the impact of
these Statements on the Company's consolidated financial statements is expected
to be immaterial.

      The Company is required to and will adopt the provisions of Statement No.
143 for the fiscal year ending June 30, 2002. To accomplish this, the Company
must identify all legal obligations for asset retirement obligations, if any,
and determine the fair value of these obligations on the date of adoption. The
determination of fair value is complex and will require the Company to gather
market information and develop cash flow models. Additionally, the Company will
be required to develop processes to track and monitor these obligations. Because
of the effort necessary to comply with the adoption of Statement No. 143, it is
not practicable for management to estimate the impact of adopting this Statement
at the date of this report.

      On October 3, 2001, the Board issued FASB  Statement No. 144,  Accounting
for  the  Impairment  or  Disposal  of  Long-Lived   Assets,   which  addresses
financial   accounting   and  reporting  for  the  impairment  or  disposal  of
long-lived  assets.  While  Statement  No. 144  supersedes  FASB  Statement No.
121,  Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to Be Disposed  Of, it retains  many of the  fundamental  provisions  of
that   Statement.   Statement  No.  144  also  supersedes  the  accounting  and
reporting   provisions  of  APB  Opinion  No.  30,  Reporting  the  Results  of
Operations-Reporting  the Effects of  Disposal of a Segment of a Business,  and
Extraordinary,  Unusual and  Infrequently  Occurring  Events and  Transactions,
for the  disposal of a segment of a business.  The Company  does not expect the
impact of adopting SFAS No. 144 to be significant.

      Forward-Looking Statements and Risk Factors

      This 10-QSB includes statements that are not purely historical and are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1934, as amended, including statements regarding our expectations,
beliefs, intentions or strategies regarding the future. All statements other
than historical fact contained in this 10-QSB, including, without limitation,
statements regarding future product developments, statements regarding our
intent to develop a consumer products business, acquisition strategies,
strategic partnership expectations, technological developments, the development,
launch and operation of health-outfitters.com, the availability of necessary
components, research and development programs and distribution plans, are
forward-looking statements. All forward-looking statements included in this
10-QSB are based on information available to us on the date hereof, and we
assume no obligation to update such forward-looking statements. Although we
believe that the assumptions and expectations reflected in such forward-looking
statements are reasonable, we can give no assurance that such expectations will
prove to have been correct or that we will take any actions that may presently
be planned.

      Certain factors that could cause actual results to differ materially from
those expected include the following:

      Losses   Incurred;   Future   Capital   Needs;   Risks  Relating  to  the
Professional Products Business; Uncertainty of Additional Funding

      We have incurred operating losses and negative cash flow from operations
for most of our history. Losses incurred since our inception have aggregated
$3,677,441, and there can be no assurance that we will be able to generate
positive cash flows to fund our operations in the future or to pursue our
strategic objectives. Assuming no significant uses of cash in acquisition
activities or other significant changes, we believe that we will have sufficient
cash to satisfy our needs for at least the next year. If we are not able to
operate profitably and generate positive cash flows sufficient for both the
diagnostic business and the consumer products business, we may need to raise
additional capital to fund our operations. If we need additional financing to
meet our requirements, there can be no assurance that we will be able to obtain
such financing on terms satisfactory to us, if at all. Alternatively, any
additional equity financing may be dilutive to existing stockholders, and debt
financing, if available, may include restrictive covenants. If adequate funds
are not available, we might be required to limit our research and development
activities, our selling and marketing activities or our plans to develop the
Consumer Products Business, any of which could have a material adverse effect on
the future of the business.

      Dependence on Collaborative  Relationships  and Third Parties for Product
      Development and Commercialization

      We have historically entered into licensing and research and development
agreements with collaborative partners, from which we derived a significant
percentage of our revenues in past years. Pursuant to these agreements, our
collaborative partners have specific responsibilities for the costs of
development, promotion, regulatory approval and/or sale of our products. We will
continue to rely on future collaborative partners for the development of
products and technologies. There can be no assurance that we will be able to
negotiate such collaborative arrangements on acceptable terms, if at all, or
that current or future collaborative arrangements will be successful. To the
extent that we are not able to establish such arrangements, we could experience
increased capital requirements or be forced to undertake such activities at our
own expense. The amount and timing of resources that any of these partners
devotes to these activities will generally be based on progress by us in our
product development efforts. Usually, collaborative arrangements may be
terminated by the partner upon prior notice without cause and there can be no
assurance that any of these partners will perform its contractual obligations or
that it will not terminate its agreement. With respect to any products
manufactured by third parties, there can be no assurance that any third-party
manufacturer will perform acceptably or that failures by third parties will not
delay clinical trials or the submission of products for regulatory approval or
impair our ability to deliver products on a timely basis.

      Uncertainty  as to Future  Orders for  Hyaluronic  Acid Test Kits  ("HA")
from Company's Largest Customer

      Chugai has unexpectedly not forecasted any orders for HA after November
2002. Our management has not determined Chugai's intent with respect to orders
of HA after November 2002 and we are trying to determine the status of these
orders. As we are unclear whether or not Chugai will place orders after November
2002, we are internally not projecting any orders by Chugai of HA after November
2002.

      No Assurance of Successful or Timely Development of Additional Products

      Our business strategy includes the development of additional diagnostic
products both for the diagnostic business and consumer products business. Our
success in developing new products will depend on our ability to achieve
scientific and technological advances and to translate these advances into
commercially competitive products on a timely basis. Development of new products
requires significant research, development and testing efforts. We have limited
resources to devote to the development of products and, consequently, a delay in
the development of one product or the use of resources for product development
efforts that prove unsuccessful may delay or jeopardize the development of other
products. Any delay in the development, introduction and marketing of future
products could result in such products being marketed at a time when their cost
and performance characteristics would not enable them to compete effectively in
their respective markets. If we are unable, for technological or other reasons,
to complete the development and introduction of any new product or if any new
product is not approved or cleared for marketing or does not achieve a
significant level of market acceptance, our results of operations could be
materially and adversely affected.

      Competition in the Diagnostics Industry

      Competition in the human medical diagnostics industry is, and is expected
to remain, significant. Our competitors range from development stage diagnostics
companies to major domestic and international pharmaceutical companies. Many of
these companies have financial, technical, marketing, sales, manufacturing,
distribution and other resources significantly greater than ours. In addition,
many of these companies have name recognition, established positions in the
market and long standing relationships with customers and distributors.
Moreover, the diagnostics industry has recently experienced a period of
consolidation, during which many of the large domestic and international
pharmaceutical companies have been acquiring mid-sized diagnostics companies,
further increasing the concentration of resources. There can be no assurance
that technologies will not be introduced that could be directly competitive with
or superior to our technologies.




<PAGE>


      Competition in the E-commerce Industry

      Competition in the e-commerce industry is, and is expected to remain,
significant. The competitors for the new business range from development stage
internet companies to divisions of larger companies. Many of these companies
have financial, marketing, sales, manufacturing, distribution and other
resources significantly greater than those of us. In addition, many of these
companies have name recognition, established positions in the market and
existing relationships with customers and distributors.

      Governmental Regulation of Diagnostics Products

      The testing, manufacture and sale of our products is subject to regulation
by numerous governmental authorities, principally the FDA and certain foreign
regulatory agencies. Pursuant to the Federal Food, Drug, and Cosmetic Act, and
the regulations promulgated there under, the FDA regulates the preclinical and
clinical testing, manufacture, labeling, distribution and promotion of medical
devices. We are not able to commence marketing or commercial sales in the United
States of new products under development until we receive clearance from the
FDA. The testing for, preparation of and subsequent FDA regulatory review of
required filings can be a lengthy, expensive and uncertain process.
Noncompliance with applicable requirements can result in, among other
consequences, fines, injunctions, civil penalties, recall or seizure of
products, repair, replacement or refund of the cost of products, total or
partial suspension of production, failure of the government to grant premarket
clearance or premarket approval for devices, withdrawal of marketing clearances
or approvals, and criminal prosecution.

      There can be no assurance that we will be able to obtain necessary
regulatory approvals or clearances for our products on a timely basis, if at
all, and delays in receipt of or failure to receive such approvals or
clearances, the loss of previously received approvals or clearances, limitations
on intended use imposed as a condition of such approvals or clearances or
failure to comply with existing or future regulatory requirements could have a
material adverse effect on our business.

      Dependence on Distribution  Partners for Sales of Diagnostic  Products in
International Markets

      We have entered into distribution agreements with collaborative partners
in which we have granted distribution rights for certain of our products to
these partners within specific international geographic areas. Pursuant to these
agreements, our collaborative partners have certain responsibilities for market
development, promotion, and sales of the products. If any of these partners
fails to perform its contractual obligations or terminates its agreement, this
could have a material adverse effect on our business, financial condition and
results of operations.

      Governmental Regulation of Manufacturing and Other Activities

      As a manufacturer of medical devices for marketing in the United States,
we are required to adhere to applicable regulations setting forth detailed good
manufacturing practice requirements, which include testing, control and
documentation requirements. We must also comply with Medical Device Report
("MDR") requirements, which require that a manufacturer report to the FDA any
incident in which its product may have caused or contributed to a death or
serious injury, or in which its product malfunctioned and, if the malfunction
were to recur, it would be likely to cause or contribute to a death or serious
injury. We are also subject to routine inspection by the FDA for compliance with
QSR requirements, MDR requirements and other applicable regulations. The FDA has
recently implemented new QSR requirements, including the addition of design
controls that will likely increase the cost of compliance. Labeling and
promotional activities are subject to scrutiny by the FDA and, in certain
circumstances, by the Federal Trade Commission. We may incur significant costs
to comply with laws and regulations in the future, which may have a material
adverse effect upon our business, financial condition and results of operations.

      Regulation Related to Foreign Markets

      Distribution of diagnostic products outside the United States is subject
to extensive government regulation. These regulations, including the
requirements for approvals or clearance to market, the time required for
regulatory review and the sanctions imposed for violations, vary from country to
country. We may be required to incur significant costs in obtaining or
maintaining foreign regulatory approvals. In addition, the export of certain of
our products that have not yet been cleared for domestic commercial distribution
may be subject to FDA export restrictions. Failure to obtain necessary
regulatory approval or the failure to comply with regulatory requirements could
have a material adverse effect on our business, financial condition and results
of operations.

      Uncertain  Availability  of  Third  Party  Reimbursement  for  Diagnostic
      Products

      In the United States, health care providers that purchase diagnostic
products, such as hospitals and physicians, generally rely on third party
payors, principally private health insurance plans, federal Medicare and state
Medicaid, to reimburse all or part of the cost of the procedure. Third party
payors are increasingly scrutinizing and challenging the prices charged for
medical products and services and they can affect the pricing or the relative
attractiveness of the product. Decreases in reimbursement amounts for tests
performed using our diagnostic products, failure by physicians and other users
to obtain reimbursement from third party payors, or changes in government and
private third party payors' policies regarding reimbursement of tests utilizing
diagnostic products, may affect our ability to sell our diagnostic products
profitably. Market acceptance of our products in international markets is also
dependent, in part, upon the availability of reimbursement within prevailing
health care payment systems.

      Uncertainty of Protection of Patents, Trade Secrets and Trademarks

      Our success depends, in part, on our ability to obtain patents and license
patent rights, to maintain trade secret protection and to operate without
infringing on the proprietary rights of others. There can be no assurance that
our issued patents will afford meaningful protection against a competitor, or
that patents issued to us will not be infringed upon or designed around by
others, or that others will not obtain patents that we would need to license or
design around. We could incur substantial costs in defending the Company or our
licensees in litigation brought by others. Our business could be adversely
affected.

      Risks Regarding Potential Future Acquisitions

      Our growth strategy includes the desire to acquire complementary
companies, products or technologies. There is no assurance that we will be able
to identify appropriate companies or technologies to be acquired, to negotiate
satisfactory terms for such an acquisition, or to obtain sufficient capital to
make such acquisitions. Moreover, because of limited cash resources, we will be
unable to acquire any significant companies or technologies for cash and our
ability to effect acquisitions in exchange for our capital stock may depend upon
the market prices for our Common Stock. If we do complete one or more
acquisitions, a number of risks arise, such as short-term negative effects on
our reported operating results, diversion of management's attention,
unanticipated problems or legal liabilities, and difficulties in the integration
of potentially dissimilar operations. The occurrence of some or all of these
risks could have a material adverse effect on our business, financial condition
and results of operations.

      Dependence on Suppliers

      The components of our products include chemical and packaging supplies
that are generally available from several suppliers, except certain antibodies,
which we purchases from single suppliers. We mitigate the risk of a loss of
supply by maintaining a sufficient supply of such antibodies to ensure an
uninterrupted supply for at least three months. We have also qualified second
vendors for all critical raw materials and believe that we can substitute a new
supplier with respect to any of these components in a timely manner. However,
there can be no assurances that we will be able to substitute a new supplier in
a timely manner and failure to do so could have a material adverse effect on our
business, financial condition and results of operations.

      Limited Manufacturing Experience with Certain Products

      Although we have manufactured over twelve million diagnostic tests based
on our proprietary applications of ELISA (enzyme linked immuno-absorbent assay)
technology, certain of our diagnostic products in consideration for future
development, incorporate technologies with which we have little manufacturing
experience. Assuming successful development and receipt of required regulatory
approvals, significant work may be required to scale up production for each new
product prior to such product's commercialization. There can be no assurance
that such work can be completed in a timely manner and that such new products
can be manufactured cost-effectively, to regulatory standards or in sufficient
volume.

      Seasonality of Products; Quarterly Fluctuations in Results of Operations

      Our revenue and operating results have historically been minimally subject
to quarterly fluctuations. There can be no assurance that such seasonality in
our results of operations will not have a material adverse effect on our
business.

      Dependence on Key Personnel

      Because of the specialized nature of our business, our success will be
highly dependent upon our ability to attract and retain qualified scientific and
executive personnel. In particular, we believe our success will depend to a
significant extent on the efforts and abilities of Dr. Luis R. Lopez and
Douglass T. Simpson, who would be difficult to replace. There can be no
assurance that we will be successful in attracting and retaining such skilled
personnel, who are generally in high demand by other companies. The loss of,
inability to attract, or poor performance by key scientific and executive
personnel may have a material adverse effect on our business, financial
condition and results of operations.

      Product Liability Exposure and Limited Insurance

      The testing, manufacturing and marketing of medical diagnostic devices
entails an inherent risk of product liability claims. To date, we have
experienced no product liability claims, but any such claims arising in the
future could have a material adverse effect on our business, financial condition
and results of operations. Our product liability insurance coverage is currently
limited to $2 million. Potential product liability claims may exceed the amount
of our insurance coverage or may be excluded from coverage under the terms of
our policy or limited by other claims under our umbrella insurance policy.
Additionally, there can be no assurance that our existing insurance can be
renewed by us at a cost and level of coverage comparable to that presently in
effect, if at all. In the event that we are held liable for a claim against
which we are not insured or for damages exceeding the limits of our insurance
coverage, such claim could have a material adverse effect on our business,
financial condition and results of operations.

                Risks Related to the Consumer Products Business

      New Business Strategy

      We established a new wholly owned subsidiary, health-outfitters.com, Inc.,
in December 1999. This subsidiary is focused on sales of consumer healthcare
products primarily through e-commerce using our websites,
www.healthoutfitters.com and www.sports-n-fitness.com. We do not have any
experience in managing internet businesses, and we may not be able to
successfully operate and grow this new business. The demands of attempting to
grow this new business may prevent management from devoting time and attention
to our traditional diagnostic business, and that traditional business may
decline.

      The e-commerce healthcare market is a relatively new and unproven
business. Whether we succeed depends upon broad acceptance of internet-based
healthcare product purchasing, as well as our ability to generate brand
awareness and vendor relationships.

      Competition in the e-commerce industry is, and is expected to remain,
significant. The competitors for the new business range from development stage
internet companies to divisions of larger companies. Many of these companies
have financial, marketing, sales, manufacturing, distribution and other
resources significantly greater than those of us. In addition, many of these
companies have name recognition, established positions in the market and
existing relationships with customers and distributors.


                                   Other Risks

      Limited Public Market;  Possible Volatility in Stock Prices;  Penny Stock
      Rules

      There has, to date, been no active public market for our Common Stock, and
there can be no assurance that an active public market will develop or be
sustained. Although our Common Stock has been traded on the OTC Bulletin
Board(R) since February 1998, the trading has been sporadic with insignificant
volume.

      Moreover, the over-the-counter markets for securities of very small
companies historically have experienced extreme price and volume fluctuations
during certain periods. These broad market fluctuations and other factors, such
as new product developments and trends in our industry and the investment
markets and economic conditions generally, as well as quarterly variation in our
results of operations, may adversely affect the market price of our Common
Stock. In addition, our Common Stock is subject to rules adopted by the
Securities and Exchange Commission regulating broker-dealer practices in
connection with transactions in "penny stocks." As a result, many brokers are
unwilling to engage in transactions in our Common Stock because of the added
disclosure requirements.

      Risks Associated with Exchange Rates

      Our financial statements are presented in US dollars. At the end of each
fiscal quarter and the fiscal year, we convert the financial statements of
Corgenix UK, which operates in pounds sterling, into US dollars, and consolidate
them with results from Corgenix, Inc. and health-outfitters.com, Inc. We may,
from time to time, also need to exchange currency from income generated by
Corgenix UK. Foreign exchange rates are volatile and can change in an unknown
and unpredictable fashion. Should the foreign exchange rates change to levels
different than anticipated by us, our business, financial condition and results
of operations may be materially adversely affected.

                          CORGENIX MEDICAL CORPORATION


                                     Part II


                                Other Information





Item 1.    Legal Proceedings


      Corgenix is not a party to any material litigation or legal proceedings.


Item 2.    Changes in Securities and Use of Proceeds


                From July 1, 2001 through March 31, 2002, we sold a total of
237,300 shares of Common Stock at $.8772 per share for a total of $208,160 to 12
accredited investors and one foreign investor. The sales were made in reliance
upon the exemption from the registration requirements of the Securities Act of
1933, as amended, provided by Section 144 (2) of the Securities Act. The shares
were not registered under federal or state securities laws, and, therefore, will
be "restricted securities" as such term is defined in Rule 144 promulgated under
the Securities Act. The Company intends to use the proceeds of the private
placement to assist in the marketing and regulatory development of the Company's
HA diagnostic test, acquire capital equipment, reduce short-term debt,
accelerate research and development of new products and for general working
capital. The Company effected a one for five reverse stock split on January 15,
2002.


<PAGE>


Item 3.    Defaults Upon Senior Securities


      None


Item 4.    Submission of Matters to a Vote of Security Holders


(a)   None

Item 5.    Other Information


      None

Item 6.  Exhibits and Reports on Form 8-K.

      a.  Index to and Description of Exhibits


Exhibit
Number   Description of Exhibit

2.1      Agreement  and Plan of Merger  dated as of May 12,  1998 by
         and  among  Gray  Wolf   Technologies,   Inc.,   Gray  Wolf
         Acquisition Corp. and REAADS Medical Products,  Inc. (filed
         as Exhibit 2.1 to the Company's  Registration  Statement on
         Form 10-SB filed June 29, 1998, and incorporated  herein by
         reference).
2.2      First Amendment to Agreement and Plan of Merger dated as
         of May 22, 1998 by and among Gray Wolf Technologies, Inc.,
         Gray Wolf Acquisition Corp. and REAADS Medical Products,
         Inc. (filed as Exhibit 2.2 to the Company's Registration
         Statement on Form 10-SB filed June 29, 1998, and
         incorporated herein by reference).
2.3      Second Amendment to Agreement and Plan of Merger dated as of June 17,
         1998 by and among the Company and TransGlobal Financial Corporation
         (filed as Exhibit 2.3 to the Company's Registration Statement on Form
         10-SB filed June 29, 1998, and incorporated herein by reference).
3.1      Articles of Incorporation, as amended (filed as Exhibit 3.1 to the
         Company's Registration Statement on Form 10-SB filed June 29, 1998, and
         incorporated herein by reference).

3.2      Bylaws (filed as Exhibit 3.2 to the Company's Registration Statement on
         Form 10-SB filed June 29, 1998, and incorporated herein by reference.

3.3      Articles of Incorporation of health-outfitters.com, Inc.
         dated November 16, 1999 (filed as Exhibit 3.3 to the
         Company's filing on Form 10-QSB for the fiscal quarter
         ended December 31, 1999).

3.4      Bylaws of health-outfitters.com, Inc. dated November 16,
         1999 (filed as Exhibit 3.4 to the Company's filing on Form
         10-QSB for the fiscal quarter ended December 31, 1999).

10.1     Manufacturing Agreement dated September 1, 1994 between
         Chugai Pharmaceutical Co., Ltd. and REAADS Medical
         Products, Inc. (filed as Exhibit 10.1 to the Company's
         Registration Statement on Form 10-SB filed June 29, 1998,
         and incorporated herein by reference).

10.2     Amendment to the Manufacturing Agreement dated as of
         January 17, 1995 between Chugai Pharmaceutical Co., Ltd.
         and REAADS Medical Products, Inc. (filed as Exhibit 10.2
         to the Company's Registration Statement on Form 10-SB
         filed June 29, 1998, and incorporated herein by reference).
10.3     Amendment to Agreement dated November 17, 1997 between
         Chugai Diagnostic Science, Co., Ltd. and REAADS Medical
         Products, Inc. (filed as Exhibit 10.3 to the Company's
         Registration Statement on Form 10-SB filed June 29, 1998,
         and incorporated herein by reference).
10.4     License Agreement dated June 30, 2001 between Chugai
         Diagnostic Science Co., Ltd. and Corgenix Medical
         Corporation.

10.9     Office Lease dated May 5, 2001 between Crossroads West LLC/Decook
         Metrotech LLC and Corgenix, Inc.
10.10    Guarantee dated November 1, 1997 between William George Fleming,
         Douglass Simpson and Geoffrey Vernon Callen (filed as Exhibit 10.10 to
         the Company's Registration Statement on Form 10-SB filed June 29, 1998,
         and incorporated herein by reference).
10.11    Employment Agreement dated April 1, 2001 between Luis R.
         Lopez and the Company.

10.12    Employment Agreement dated April 1, 2001 between Douglass
         T. Simpson and the Company.
10.13    Employment Agreement dated April 1, 2001 between Ann L.
         Steinbarger and the Company.
10.14    Employment Agreement dated April 1, 2001 between Taryn G.
         Reynolds and the Company.
10.15    Employment Agreement dated April 1, 2001 between Catherine (O'Sullivan)
         Fink and the Company.
10.16    Consulting Contract dated May 22, 1998 between Wm. George
         Fleming, Bond Bio-Tech, Ltd. and the Company (filed as
         Exhibit 10.16 to the Company's Registration Statement on
         Form 10-SB filed June 29, 1998, and incorporated herein by
         reference).
10.17    Stock Purchase Agreement dated September 1, 1993 between
         Chugai Pharmaceutical Co., Ltd. and REAADS Medical
         Products, Inc. (filed as Exhibit 10.17 to the Company's
         Registration Statement on Form 10-SB filed June 29, 1998,
         and incorporated herein by reference).
10.19    Note dated January 6, 1997 between REAADS Medical Products, Inc. and
         Eagle Bank (filed as Exhibit 10.19 to the Company's Registration
         Statement on Form 10-SB filed June 29, 1998, and incorporated herein by
         reference).
10.24    Form of Indemnification Agreement between the Company and its directors
         and officers (filed as Exhibit 10.24 to the Company's Registration
         Statement on Form 10-SB/A-1 filed September 24, 1998 and incorporated
         herein by reference).
10.27    Warrant agreement dated June 1, 2000 between the Company
         and Taryn G. Reynolds.
10.30    Employment Agreement dated March 1, 2001 between William H. Critchfield
         and the Company (filed as Exhibit 10.30 to the Company's filing on Form
         10-QSB for the fiscal quarter ended March 31, 2001).
10.31    Consulting Agreement dated April 10,2001 between Bathgate McColley
         Capital Group, LLC and the Company.
10.32    Warrant Agreement dated April 10, 2001 between Bathgate McColley
         Capital Group, LLC and the Company.
10.33    Sales Agent Agreement dated May 7, 2001 between Bathgate McColley
         Capital Group, LLC and the Company.
21.1     Amended Subsidiaries of the Registrant (filed as Exhibit 21.1 to the
         Company's Registration Statement on Form 10-SB filed June 29, 1998).
21.2     Promissory note dated October 1, 2001, between W.C.
         Fleming and Corgenix UK, Ltd.
21.3     Promissory note dated October 1, 2001, between W.C.
         Fleming and Corgenix UK, Ltd.
21.4     Warrant Agreement dated October 11, 2001 between Phillips
         V. Bradford and the Company.
21.5     Warrant Agreement dated October 11, 2001 between Charles
         F. Ferris and the Company.
21.6     Underlease Agreement dated October 3, 2001 between G.V.
         Callen, A.G. Pirmohamed and Corgenix UK, Ltd.
21.7     Letter of  Intent between Affinity Biologicals, Inc., and
         the Company.
21.8*    Financial Public Relations Agreement dated March 15, 2002
         between the Liolios Group, Inc. and the Company
21.9*    Warrant Agreement dated March 15, 2002 between the Liolios
         Group, Inc. and the Company
* Filed Herewith
---------------------------------------
(b)   Reports on Form 8-K.
                None


<PAGE>


                      FINANCIAL PUBLIC RELATIONS AGREEMENT


THIS FINANCIAL PUBLIC RELATIONS AGREEMENT ("Agreement") is made and entered
into this 15th day of March, 2002 (the "Effective Date") by and between
Corgenix Medical Corporation, Inc., a Nevada Corporation  ("Company") and
Liolios Group, Inc., a California Corporation  ("Consultant").

                                    RECITALS



   Company desires to engage Consultant to perform certain financial public
  relations services for it, and Consultant desires, subject to the terms and
 conditions of this Agreement, to perform financial public relations services
                                 for Company.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND UNDERTAKING HEREIN
CONTAINED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION THE RECEIPT AND
SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED THE PARTIES AGREE AS FOLLOWS:

1.    ENGAGEMENT OF CONSULTANT
           Company hereby engages Consultant and Consultant hereby agrees to
           hold itself available to render, and to render at the request of the
           Company, independent advisory and consulting services for the Company
           to the best of its ability, upon the terms and conditions hereinafter
           set forth. Such consulting services shall include but not be limited
           to the development, implementation and maintenance of an on-going
           stock market support system that increases broker awareness of the
           company's activities and stimulates investor interest in the Company.
           The stock market support system shall include but not be limited to a
           Shareholder Communication System, and Media Relation Systems, which
           will be defined and developed by Consultant. It is understood that
           Consultant's ability to relate information regarding the Company's
           activities is directly proportionate to information availed by the
           company to the Consultant.

2.    TERM
      The term of this Agreement ("Term") shall begin as of the Effective Date
and shall terminate twelve (12) months thereafter ("Anniversary Date"), unless
terminated in accordance with the provisions of this Agreement. Following the
Anniversary date, the engagement shall continue as a month-to-month "at-will"
agreement unless terminated by either the Company or Consultant.


<PAGE>



3.    COMPENSATION
           As compensation for the services rendered by the Consultant under
           this Agreement, Company agrees to pay to Consultant $60,000 annually,
           at a rate of $5,000 per month. This is in addition to reimbursement
           of reasonable expenses, which may include but limited to: press
           releases, investor conference calls, webcasts, fax broadcasts,
           road-shows and out-of-pocket travel expenses.

      Further as compensation to the consultant for services rendered pursuit to
this agreement, the Company shall, upon execution of this agreement, issue
warrants (collectively, the "Warrants") to purchase up to 200,000 shares of
common stock of CONX (the "Stock") at a price of $.001 per share ($200.00 in the
aggregate).

      4.   CASHLESS EXERCISE
           Consultant is granted "Cashless Exercise Rights", whereby a vested
           Warrant shall automatically be exercised, without notice by the
           Consultant, on the first trading day following the date of successful
           vesting. The Company shall deliver to consultant, without payment by
           Consultant of any Exercise Price or any cash or other consideration,
           the number of Company Shares computed using the following formula:

                     X =  Y(A-B)
                               A
           Where:
                     X    = the number of Warrant Shares to be issued to the
                          Consultant pursuant to the exercise of this Warrant
                          pursuant to this Section 4;

                     Y =  the number of Shares that may be purchased upon
                          exercise of this Warrant;

                     A =  the Market Price, as defined below, of one share of
                          Common Stock; and

                     B = the Exercise Price per share of Common Stock.

      "Market Price" of a security means the average of the closing prices of
      such security's sales on all securities exchanges on which such security
      may at the time be listed, or, if there has been no sales on any such
      exchanges on any day, the average of the highest bid and the lowest asked
      prices on all such exchanges at the end of such day, or, if on a day any
      such security is not listed, the average of the representative bid and
      asked prices quoted in the NASDAQ System as of 4:00pm Eastern Time.

      Notwithstanding the foregoing, if, on the first trading day following the
      successful vesting, the Company is unable to issue Company Shares without
      violating the Securities Act of 1933, as amended, the term of the Warrant
      shall be extended, and the Warrant shall be automatically exercised on
      such date that the Company may issue Company shares without violating the
      Securities Act of 1933, as amended.


5.         INDEPENDENT CONTRACTOR

           It is expressly agreed that the Consultant is acting as an
           independent contractor in performing its services hereunder. Company
           shall carry no workmen's compensation insurance or any health or
           accident insurance to cover Consultant. Company shall not pay any
           contributions to social security, unemployment insurance, Federal or
           state withholding taxes nor provide any other contributions or
           benefits which might be expected in an employer-employee
           relationship.

6.      CONFIDENTIAL INFORMATION

      6.1  The term "Confidential Information" shall include, but not be limited
           to, information regarding Company's business, plans, customers,
           technology, and/or products that is confidential and of substantial
           value to Company, which value would be impaired if such information
           were disclosed to third parties.

       6.2 Confidential Information shall not include information which (i) is
            or becomes a part of the public domain through no act or omission
           of the receiving party; or (ii) was in the receiving party's lawful
           possession prior to the disclosure and had not been obtained by the
            receiving party either directly or indirectly from the disclosing
            party; or (iii) is lawfully disclosed to the receiving party by a
                third party without restriction on disclosure; or (iv) is
            independently developed by the receiving party; or (v) is required
            to be disclosed by law provided that the disclosing party has had
                        seven (7) days to respond to the request.

      6.3  Consultant agrees, both during the term of this Agreement and for a
           period of two years thereafter, to hold Company's Confidential
           Information in confidence, and agrees not to make such Confidential
           Information available in any form to any third party, or use such
           Confidential Information for any other purpose than the
           implementation of this Agreement. Consultant agrees to take all
           reasonable steps to ensure that Company's Confidential Information is
           not disclosed or distributed by its employees or agents in violation
           of the provisions of this Agreement

      7.   TERMINATION

      This Agreement may be terminated by either party for any reason upon
      thirty (30) days notice in writing after August 1, 2002. In the event the
      Agreement is terminated, Consultant shall cease rendering its services to
      Company as of the effective date of termination and Company shall pay
      Consultant for the services performed and approved expenses through the
      date of termination. Any materials created as the result of Consultant's
      provision of services to Company shall be delivered to Company within ten
      (10) days of the date of termination.

      8.   GENERAL PROVISIONS

      8.1  Governing Law and Jurisdiction
           This Agreement shall be governed by and interpreted in accordance
           with the laws of the State of California. Each of the Parties hereto
           consents to such jurisdiction for the enforcement of this Agreement
           and matters pertaining to the transaction and activities contemplated
           hereby.

      8.2  Non-Circumvention and Non-Disclosure
           Neither the Company nor its directors, officers, agents, attorneys,
           employees, affiliates, representatives, successors, or assigns
           (collectively referred to as the "Company") will attempt to
           consummate a transaction with any financing sources, or potential
           acquisition, introduced by the Consultant without first notifying
           Consultant, and satisfying Consultant's right to a two percent (2%)
           fee, on a per transaction basis, based on a finders fee agreement to
           be set forth at a later date. This provision will inure for a period
           of three (3) years form the date affixed to this document. The
           Company shall keep completely confidential the identity of all such
           financing parties. It is understood that this Agreement is a
           reciprocal one between the signatories concerning the privileged
           information and contacts.

      8.3  Notices
           As such notices and communications shall be deemed to have been duly
           given: when delivered by hand, if personally delivered; five (5)
           business days after deposit in any United States Post Office in the
           continental United States, postage prepaid, if mailed; when answered
           back, if telexed, when receipt is acknowledged or confirmed, if
           telecopies.

      8.4  Attorney's Fees
           In the event a dispute arises with respect to this Agreement, the
           party prevailing in such dispute shall be entitled to recover all
           expenses, including, without limitation, reasonable attorney's fees
           and expenses incurred in ascertaining such party's rights, in
           preparing to enforce or in enforcing such party's rights under this
           Agreement, whether or not it was necessary for such party to
           institute suit. Further, in the event the Company, its officers, and
           or its directors cause a dispute in which Consultant is involved, the
           Company agrees to hold Consultant harmless, and provide reasonable
           attorney fees excluding any negligent, reckless or criminal acts by
           the Consultant. Company further agrees to notify Consultant
           immediately of such event.

      8.5  Complete Agreement
           This Agreement supersedes any and all of the other agreements, either
           oral or in writing, between the Parties with respect to such subject
           matter in any manner whatsoever. Each Party to this Agreement
           acknowledges that no representations, inducements, promises or
           agreements, oral or otherwise, have been made by any Party, or anyone
           herein, and that no other Agreement, statement or promise not
           contained in the Agreement may be changed or amended only by an
           amendment in writing signed by all of the Parties or their respective
           successors-in-interest.

      8.6  Binding
           This Agreement shall be binding upon and inure to the benefit of the
           successors-in-interest, assigns and personal representatives of the
           respective Parties.

      8.7  Execution in Counterparts
           This Agreement may be executed in several counterparts and when so
           executed shall constitute one agreement binding on all the Parties,
           notwithstanding that all the Parties are not signatory to the
           original and same counterpart.

      8.8  Further Assurances
           From time to time each Party will execute and deliver such further
           instruments and will take such other action as any other Party may
           reasonably request in order to discharge and perform their
           obligations and agreements hereunder and to give effect to the
           intentions expressed in this Agreement.

      8.9  Incorporation By Reference
           All exhibits referred to in this Agreement are incorporated herein in
           their entirety by such reference.

      8.10 Miscellaneous Provisions
           The various headings and numbers herein and the grouping of
           provisions of this Agreement into separate articles and paragraphs
           are for the purpose of convenience only and shall not be considered a
           part hereof. The language in all parts of this Agreement shall in all
           cases be construed in accordance with its fair meanings as if
           prepared by a all Parties to the Agreement and not strictly for or
           against any of the Parties.

      10.  Notices
      Any notice or other communication required or permitted hereunder shall be
in writing and shall be delivered personally, telegraphed, telexed, sent by
facsimile transmission (provided acknowledgement of receipt thereof is delivered
to the sender) or sent by certified, registered or express mail, postage
prepaid. Any such notice shall be deemed given when so delivered personally,
telegraphed, telexed, sent by facsimile transmission or, if mailed, three days
after the date of deposit in the United States mails as follows:

                     If to Consultant, to:
                          Liolios Group, Inc.
                            2431 West Coast Hwy, #202
                            Newport Beach, CA. 92663

                     If to Company, to:
                          Corgenix Medical Corporation
                          12061 Tejon Street
                          Westminster. CO 80234

           or such address as any of the above shall have specified by notice
           hereunder.

      IN   WITNESS WHEREOF, the Parties hereto have executed this Agreement as
           of the day and year first hereinabove written.

                               CORGENIX MEDICAL CORPORATION

                               By:   s/ William Critchfield
                               Name:      William Critchfield
                               Title:     Chief Financial Officer

                               LIOLIOS GROUP, INC.

                               By:  s/ J. Scott Liolios
                              Name:J. Scott Liolios
                                Title: President



<PAGE>





                          Corgenix Medical Corporation


                             The liolios Group, LLC







                                WARRANT AGREEMENT

                           Dated as of March 15, 2002

<PAGE>







                                WARRANT AGREEMENT


      THIS WARRANT AGREEMENT (the "Agreement"), dated as of March 15, 2002, is
made and entered into by and between Corgenix Medical Corporation, a Nevada
corporation (the "Company"), and Liolios Group, Inc. ("Liolios").

      The Company agrees to issue and sell, and Liolios has the right to
purchase, for the aggregate price of $200.00, warrants ("Warrants") to purchase
up to an aggregate of 200,000 shares ("Shares") of the Company's Common Stock,
subject to the terms and conditions set forth below and as described in the
Financial Public Relations Agreement (the "PR Agreement") dated March 15, 2002.

      In consideration of the foregoing and for the purpose of defining the
terms and provisions of the Warrants and the respective rights and obligations
thereunder, the Company and Liolios, for value received, hereby agree as
follows:

      Section 1.    Definitions.

      The following terms used in this agreement shall have the following
meanings (unless otherwise expressly provided herein):

1.1.  The "Act."  The Securities Act of 1933, as amended.

1.2.  The "Commission."  The Securities and Exchange Commission.

      1.3. The "Company."    Corgenix Medical Corporation

1.4   "Common Stock."  The Company's common stock $.001par value per share.

1.5.       "Current Market Price." The average of the closing prices of such
           security's sales on all securities exchanges on which such security
           may at the time be listed, or, if there has been no sales on any such
           exchanges on any day, the average of the highest bid and the lowest
           asked prices on all such exchanges at the end of such day, or, if on
           a day any such security is not listed, the average of the
           representative bid and asked prices quoted in the NASDAQ System as of
           4:00pm Eastern Time.

      1.6. "Exercise   Date."  One  (1)  trading  day  from  the  Vesting  Date
           (defined below).

      1.7. "Exercise  Price."  Specified in each Warrant,  in  accordance  with
Section 4, below.

      1.8. "Expiration  Date."  The  date  at  which  this  Agreement  and  the
           Warrants expire, pursuant to Section 18 below.

      1.9. "Holder  "  or  "Warrant  Holder."  Liolios  Group,  Inc.,  and  any
           valid transferee thereof pursuant to Section 3.1 below.

      1.10."NASD."    The National Association of Securities Dealers, Inc.

      1.11."Nasdaq."  The  automated  quotation  system  operated by The Nasdaq
 Stock Market, Inc.

1.12. "Termination  of  Business."  Any  sale,  lease or  exchange  of all,  or
        substantially   all,  of  the  Company's  assets  or  business  or  any
        dissolution, liquidation or winding up of the Company.

1.13. "Vesting  Date."  The  date at which a  specific  Warrant  vests,  as set
        forth in Section 2.1 hereof.

      1.13."Warrant  Certificate."  The certificate  that is issued to a Holder
           of a Warrant,  in the form  attached and  incorporated  by reference
           herein.

      1.14."Warrants." The Warrants issued in accordance with the terms of this
Agreement and any Warrants issued in substitution for or replacement of such
Warrants, including those evidenced by a certificate or certificates originally
issued or issued upon division, exchange, substitution or transfer pursuant to
this Agreement.

      1.15."Warrant Securities." The Common Stock purchasable upon exercise of a
Warrant including the Common Stock underlying unexercised portions of a Warrant.

      Section 2.    Vesting of Warrants; Term of Warrants; Exercise of Warrant.

      2.1. The Warrants shall vest and become exercisable, pursuant to the
      following schedule:

(a)             -50,000 Warrants shall vest at an exercise price of $1.00 per
                share of Stock, if and when the Stock trades at $1.25.
(b)             -50,000 Warrants shall vest at an exercise price of $1.25 per
                share of Stock, if and when the Stock trades at $1.50.
(c)             -50,000 Warrants shall vest at an exercise price of $1.50 per
                share of Stock, if and when the Stock trades at $1.75.
(d)             -50,000 Warrants shall vest at an exercise price of $1.75 per
                share of Stock, if and when the Stock trades at $2.00.

      For purposes of determining when Warrants vest under the foregoing
paragraphs, the Stock "trades" at a price when the last reported trade, as
quoted by the AMEX, NASDAQ NMS, Small-Cap or OTC Bulletin Board Stock Market,
equals or exceeds the price specified for ten (10) continuous trading days.

      The vested Warrants shall have a term of one (1) trading day from date of
vest.

      2.2 Exercise of Warrant. Subject to the terms of this Agreement, the
Holder shall have the right, at any time up to and including 5:00 p.m., Denver
Time, on the next trading day following the Vesting Date of a Warrant, to
purchase from the Company up to the number of fully paid and nonassessable
Shares to which the Holder may at the time be entitled to purchase pursuant to
this Agreement, upon surrender to the Company, at its principal office or at
such other location as the Company may advise the Holder in writing, of the
Warrant Certificate evidencing the Warrants to be exercised, together with the
purchase form, or the Warrant Conversion Exercise Form in the case of a warrant
conversion pursuant to Section 2.5 herein, duly filled in and signed, and upon
payment to the Company of the Aggregate Exercise Price for the number of Shares
in respect of which such Warrants are then exercised, but in no event for less
than 100 Shares (unless fewer than an aggregate of 100 Shares are then
purchasable by the Holder). For matter of convenience, the Company's
notification by the Holder by fax or email of the intent of the Holder to
exercise a Warrant will satisfy this Section 2.2. If the Company has not
received by 5:00 p.m., Denver Time, on the next trading day following the
Vesting Date, the intent of the Holder regarding the exercise of the Warrant,
the vested Warrant shall automatically be exercised, without notice to the
Company by the Holder, using a cashless exercise as specified in Section 2.5
below.

      2.3. Payment of Exercise Price. If the Holder shall be exercising a
Warrant other than as specified in Section 2.4 below, payment of the aggregate
Exercise Price shall be made in cash or by check, or any combination thereof,
and must be received by the Company by 5:00 p.m., Denver Time no later than
three (3) business days following the Vesting Date.

      2.4. Issuance of Shares. Upon such surrender of the Warrants and payment
of the aggregate Exercise Price as aforesaid, the Company shall issue and cause
to be delivered promptly to or upon the written order of the Holder and in such
name or names as the Holder may designate, a certificate or certificates for the
number of full Shares so purchased upon the exercise of the Warrant, together
with cash, as provided in Section 12 hereof, in respect of any fractional Shares
otherwise issuable upon such surrender.

      2.5 Cashless Exercise. Unless the Holder notifies the Company no later
than 5:00 p.m., Denver Time, on the next trading day following the Vesting Date
of a Warrant that the Holder intends to pay the Exercise Price in cash or by
check as specified in Section 2.3 above, a vested Warrant shall automatically be
exercised, on the immediate trading day following the Vesting Date. The Company
shall deliver to the Holder, without payment by the Holder of any Exercise Price
or any cash or other consideration, the number of Company Shares computed using
the following formula:

                     X =  Y(A-B)
                               A
           Where:
                     X    = the number of Warrant Shares to be issued to the
                          Holder pursuant to the exercise of this Warrant
                          pursuant to this Section 2;

                     Y =  the  number  of  Shares  that may be  purchased  upon
                          exercise of this Warrant;

                     A =  the Market Price of one share of Common Stock; and

                     B = the Exercise Price per share of Common Stock.


      Section 3.    Transferability and Form of Warrant

      3.1. Limitation on Transfer. Any assignment or transfer of a Warrant shall
be made by the presentation and surrender of the Warrant Certificate to the
Company at its principal office, accompanied by a duly executed Assignment Form.
Any transfer shall be subject to the Company's approval, which will not be
unreasonably withheld. Issuance will be an expense of the Company, except for
transfer taxes.

      3.2. Exchange of Certificate. Any Warrant Certificate may be exchanged for
another certificate or certificates entitling the Warrant Holder to purchase a
like aggregate number of Shares as the certificate or certificates surrendered
then entitled such Warrant Holder to purchase. Any Warrant Holder desiring to
exchange a Warrant Certificate shall make such request in writing delivered to
the Company, and shall surrender, properly endorsed, with signatures guaranteed,
the certificate evidencing the Warrant to be so exchanged. Thereupon, the
Company shall execute and deliver to the person entitled thereto a new Warrant
Certificate as so requested.

      3.3. Mutilated, Lost, Stolen, or Destroyed Certificate. If a Warrant
Certificate shall be mutilated, lost, stolen or destroyed, the Company shall, at
the request of the Warrant Holder, issue and deliver in exchange and
substitution for and upon cancellation of the mutilated certificate or
certificates, or in lieu of and substitution for the certificate or certificates
lost, stolen or destroyed, a new Warrant Certificate or certificates of like
tenor and representing an equivalent right or interest, but only upon receipt of
evidence satisfactory to the Company of such loss, theft or destruction of such
Warrant Certificate and a bond of indemnity, if requested, also satisfactory to
the Company in form and amount, at the applicant's cost. Applicants for such
substitute Warrant certificate shall also comply with such other reasonable
regulations and pay such other reasonable charges as the Company may prescribe.

      3.4. Form of Certificate. The text of the Warrant Certificate and of the
form of election to purchase Shares shall be substantially as set forth in
Exhibit A-D attached hereto. The number of Shares issuable upon exercise of the
Warrants is subject to adjustment upon the occurrence of certain events, all as
hereinafter provided. The Warrant Certificates shall be executed on behalf of
the Company by its President. A Warrant Certificate bearing the signature of an
individual who was at any time the proper officer of the Company shall bind the
Company, notwithstanding that such individual shall have ceased to hold such
officer prior to the delivery of such Warrant Certificate or did not hold such
office on the date of this Agreement.

           The Warrant Certificates shall be dated as of the date of signature
thereof by the Company either upon initial issuance or upon division, exchange,
substitution or transfer.

      Section 4.    Adjustment of Number of Shares.

      The number and kind of securities purchasable upon the exercise of the
Warrants and the Warrant Price shall be subject to adjustment from time to time
upon the happening of certain events, as follows:

      4.1. Adjustments.  The number of Shares  purchasable upon the exercise of
the Warrants shall be subject to adjustments as follows:

           (a) In case the Company shall (i) pay a dividend in Common Stock or
      make a distribution to its stockholders in Common Stock, (ii) subdivide
      its outstanding Common Stock, (iii) combine its outstanding Common Stock
      into a smaller number of shares of Common Stock, or (iv) issue by
      classification of its Common Stock other securities of the Company, the
      number of Shares purchasable upon exercise of the Warrants immediately
      prior thereto shall be adjusted so that the Warrantholder shall be
      entitled to receive the kind and number of Shares or other securities of
      the Company which it would have owned or would have been entitled to
      receive immediately after the happening of any of the events described
      above, had the Warrants been exercised immediately prior to the happening
      of such event or any record date with respect thereto. Any adjustment made
      pursuant to this subsection 4.1.(a) shall become effective immediately
      after the effective date of such event retroactive to the record date, if
      any, for such event.

           (b) In case the Company shall issue rights, options, warrants, or
      convertible securities to all or substantially all holders of its Common
      Stock, without any charge to such holders, entitling them to subscribe for
      or purchase Common Stock at a price per share which is lower at the record
      date mentioned below than the then Current Market Price, the number of
      Shares thereafter purchasable upon the exercise of each Warrant shall be
      determined by multiplying the number of Shares theretofore purchasable
      upon exercise of the Warrants by a fraction, of which the numerator shall
      be the number of shares of Common Stock outstanding immediately prior to
      the issuance of such rights, options, warrants or convertible securities
      plus the number of additional shares of Common Stock offered for
      subscription or purchase, and of which the denominator shall be the number
      of shares of Common Stock outstanding immediately prior to the issuance of
      such rights, options, warrants, or convertible securities plus the number
      of shares which the aggregate offering price of the total number of shares
      offered would purchase at such Current Market Price. Such adjustment shall
      be made whenever such rights, options, warrants, or convertible securities
      are issued, and shall become effective immediately and retroactively to
      the record date for the determination of stockholders entitled to receive
      such rights, options, warrants, or convertible securities.

           (c) In case the Company shall distribute to all or substantially all
      holders of its Common Stock evidences of its indebtedness or assets
      (excluding cash dividends or distributions out of earnings) or rights,
      options, warrants, or convertible securities containing the right to
      subscribe for or purchase Common Stock (excluding those referred to in
      subsection 4.1(b) above), then in each case the number of Shares
      thereafter purchasable upon the exercise of the Warrants shall be
      determined by multiplying the number of Shares theretofore purchasable
      upon exercise of the Warrants by a fraction, of which the numerator shall
      be the then Current Market Price on the date of such distribution, and of
      which the denominator shall be such Current Market Price on such date
      minus the then fair value (determined as provided in subparagraph (e)
      below of the portion of the assets or evidences of indebtedness so
      distributed or of such subscription rights, options, warrants, or
      convertible securities applicable to one share. Such adjustment shall be
      made whenever any such distribution is made and shall become effective on
      the date of distribution retroactive to the record date for the
      determination of stockholders entitled to receive such distribution.

           (d) No adjustment in the number of Shares purchasable pursuant to the
      Warrants shall be required unless such adjustment would require an
      increase or decrease of at least one percent in the number of Shares then
      purchasable upon the exercise of the Warrants or, if the Warrants are not
      then exercisable, the number of Shares purchasable upon the exercise of
      the Warrants on the first date thereafter that the Warrants become
      exercisable; provided, however, that any adjustments which by reason of
      this subsection 4.1(d) are not required to be made immediately shall be
      carried forward and taken into account in any subsequent adjustment.

           (e) Whenever the number of Shares purchasable upon the exercise of
      the Warrant is adjusted, as herein provided, the Exercise Price payable
      upon exercise of the Warrant shall be adjusted by multiplying such
      Exercise Price immediately prior to such adjustment by a fraction, of
      which the numerator shall be the number of Warrant Shares purchasable upon
      the exercise of the Warrant immediately prior to such adjustment, and of
      which the denominator shall be the number of Warrant Shares so purchasable
      immediately thereafter.

           (f) Whenever the number of Shares purchasable upon exercise of the
      Warrants is adjusted as herein provided, the Company shall cause to be
      promptly mailed to the Warrantholder by first class mail, postage prepaid,
      notice of such adjustment and a certificate of the chief financial officer
      of the Company setting forth the number of Shares purchasable upon the
      exercise of the Warrants after such adjustment, a brief statement of the
      facts requiring such adjustment and the computation by which such
      adjustment was made.

           (g) For the purpose of this Section 4.1, the term "Common Stock"
      shall mean (i) the class of stock designated as the Common Stock of the
      Company at the date of this Agreement, or (ii) any other class of stock
      resulting from successive changes or reclassifications of such Common
      Stock consisting solely of changes in par value, or from par value to no
      par value, or from no par value to par value. In the event that at any
      time, as a result of an adjustment made pursuant to this Section 4, the
      Warrantholder shall become entitled to purchase any securities of the
      Company other than Common Stock, (y) if the Warrant Holder's right to
      purchase is on any other basis than that available to all holders of the
      Company's Common Stock, the Company shall obtain an opinion of an
      independent investment banking firm valuing such other securities and (z)
      thereafter the number of such other securities so purchasable upon
      exercise of the Warrants shall be subject to adjustment from time to time
      in a manner and on terms as nearly equivalent as practicable to the
      provisions with respect to the Shares contained in this Section 4.

           (h) Upon the expiration of any rights, options, warrants, or
      conversion privileges, if such shall have not been exercised, the number
      of Shares purchasable upon exercise of the Warrants, to the extent the
      Warrants have not then been exercised, shall, upon such expiration, be
      readjusted and shall thereafter be such as they would have been had they
      been originally adjusted (or had the original adjustment not been
      required, as the case may be) on the basis of (i) the fact that the only
      shares of Common Stock so issued were the shares of Common Stock, if any,
      actually issued or sold upon the exercise of such rights, options,
      warrants, or conversion privileges, and (ii) the fact that such shares of
      Common Stock, if any, were issued or sold for the consideration actually
      received by the Company upon such exercise plus the consideration, if any,
      actually received by the Company for the issuance, sale or grant of all
      such rights, options, warrants, or conversion privileges whether or not
      exercised; provided, however, that no such readjustment shall have the
      effect of decreasing the number of Shares purchasable upon exercise of the
      Warrants by an amount in excess of the amount of the adjustment initially
      made in respect of the issuance, sale, or grant of such rights, options,
      warrants, or conversion rights.

      4.2. No Adjustment for  Dividends.  Except as provided in Section 4.1, no
adjustment in respect of any dividends or  distributions  out of earnings shall
be made during the term of the Warrants or upon the exercise of the Warrants.

      4.3. No Adjustment in Certain Cases. No adjustments shall be made pursuant
to Section 4 hereof in connection with the issuance of the Common Stock upon
exercise of the Warrants. No adjustments shall be made pursuant to Section 4
hereof in connection with grant or exercise of presently authorized or
outstanding options to purchase, or the issuance of shares of Common Stock under
the Company's director or employee benefit plan.

      4.4. Preservation of Purchase Rights upon Reclassification, Consolidation,
etc. In case of any consolidation of the Company with or merger of the Company
into another corporation, or in case of any sale or conveyance to another
corporation of the property, assets, or business of the Company as an entirety
or substantially as an entirety, the Company or such successor or purchasing
corporation, as the case may be, shall execute with the Warrantholder an
agreement that the Warrantholder shall have the right thereafter upon payment of
the Exercise Price in effect immediately prior to such action to purchase, upon
exercise of the Warrants, the kind and amount of shares and other securities and
property which it would have owned or have been entitled to receive after the
happening of such consolidation, merger, sale, or conveyance had the Warrants
been exercised immediately prior to such action. In the event of a merger
described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986, in which
the Company is the surviving corporation, the right to purchase Shares under the
Warrants shall terminate on the date of such merger and thereupon the Warrants
shall become null and void, but only if the controlling corporation shall agree
to substitute for the Warrants, its warrants which entitle the holder thereof to
purchase upon their exercise the kind and amount of shares and other securities
and property which it would have owned or been entitled to receive had the
Warrants been exercised immediately prior to such merger. Any such agreements
referred to in this Section 4.4 shall provide for adjustments, which shall be as
nearly equivalent as may be practicable to the adjustments provided for in
Section 4 hereof. The provisions of this Section 4.4 shall similarly apply to
successive consolidations, mergers, sales, or conveyances.

      4.5. Par Value of Shares of Common Stock. Before taking any action which
would cause an adjustment effectively reducing the portion of the Exercise Price
allocable to each Share below the par value per share of the Common Stock
issuable upon exercise of the Warrants, the Company will take any corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue fully paid and nonassessable Common Stock
upon exercise of the Warrants.

      4.6. Independent Public Accountants. The Company may retain a firm of
independent public accountants of recognized national standing (which may be any
such firm regularly employed by the Company) to make any computation required
under this Section 4, and a certificate signed by such firm shall be conclusive
evidence of the correctness of any computation made under this Section 4.

      4.7. Statement on Warrant Certificates. Irrespective of any adjustments in
the number of securities issuable upon exercise of the Warrants, Warrant
certificates theretofore or thereafter issued may continue to express the same
number of securities as are stated in the similar Warrant certificates initially
issuable pursuant to this Agreement. However, the Company may, at any time in
its sole discretion (which shall be conclusive), make any change in the form of
Warrant certificate that it may deem appropriate and that does not affect the
substance thereof; and any Warrant certificate thereafter issued, whether upon
registration of transfer of, or in exchange or substitution for, an outstanding
Warrant certificate, may be in the form so changed.

      4.8.   Treasury  Stock.  For purposes of this Section 4, shares of Common
Stock  owned  or held at any  relevant  time by,  or for the  account  of,  the
Company,  in its treasury or otherwise,  shall not be deemed to be  outstanding
for purposes of the calculations and adjustments described.

      Section 5.    Notice to Holders.

      If, prior to the expiration of this Warrant either by its terms or by its
exercise in full, any of the following shall occur:

           (a)   the Company  shall  declare a dividend or authorize  any other
distribution on its Common Stock; or

                 (b)       the  Company  shall  authorize  the  granting to the
shareholders  of its Common  Stock of rights to  subscribe  for or purchase any
securities or any other similar rights; or

                 (c) any reclassification, reorganization or similar change of
the Common Stock, or any consolidation or merger to which the Company is a
party, or the sale, lease, or exchange of any significant portion of the assets
of the Company; or

           (d)   the  voluntary  or  involuntary  dissolution,  liquidation  or
winding up of the Company; or

                 (e)       any  purchase,   retirement  or  redemption  by  the
Company of its Common Stock;

then, and in any such case, the Company shall deliver to the Holder or Holders
written notice thereof at least 10 days prior to the earliest applicable date
specified below with respect to which notice is to be given, which notice shall
state the following:

                 (x) the date on which a record is to be taken for the purpose
of such dividend, distribution or rights, or, if a record is not to be taken,
the date as of which the shareholders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined;

                 (y) the date on which such reclassification, reorganization,
consolidation, merger, sale, transfer, dissolution, liquidation, winding up or
purchase, retirement or redemption is expected to become effective, and the
date, if any, as of which the Company's shareholders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, reorganization, consolidation,
merger, sale, transfer, dissolution, liquidation, winding up, purchase,
retirement or redemption; and

                 (z) if any matters referred to in the foregoing clauses (x) and
(y) are to be voted upon by shareholders of Common Stock, the date as of which
those shareholders to be entitled to vote are to be determined.

      Section 6.    Officers' Certificate.

      Whenever the Exercise Price or the aggregate number of Warrant Securities
purchasable pursuant to this Warrant shall be adjusted as required by the
provisions of Section 4 above, the Company shall promptly file with its
Secretary or an Assistant Secretary at its principal office, and with its
transfer agent, if any, an officers' certificate executed by the Company's
President and Secretary or Assistant Secretary, describing the adjustment and
setting forth, in reasonable detail, the facts requiring such adjustment and the
basis for and calculation of such adjustment in accordance with the provisions
of this Warrant Agreement. Each such officers' certificate shall be made
available to all Warrant Holders for inspection at all reasonable times, and the
Company, after each such adjustment, shall promptly deliver a copy of the
officers' certificate relating to that adjustment to the Holder or Holders of
this Warrant. The officers' certificate described in this Section 6 shall be
deemed to be conclusive as to the correctness of the adjustment reflected
therein if, and only if, no Warrant Holder delivers written notice to the
Company of an objection to the adjustment within 30 days after the officers'
certificate is delivered to the Warrant Holder. The Company will make its books
and records available for inspection and copying during normal business hours by
the Warrant Holder so as to permit a determination as to the correctness of the
adjustment. If written notice of an objection is delivered by a Warrant Holder
to the Company and the parties cannot reconcile the dispute, the Holder and the
Company shall submit the dispute to arbitration pursuant to the provisions of
Section 19 below. Failure to prepare or provide the officers' certificate shall
not modify the parties' rights hereunder.

      Section 7.    Reservation of Warrant Securities.

      The Company covenants and agrees that it shall at all times keep reserved
so long as the Warrants remain outstanding, out of its authorized and unissued
Common Stock, such number of shares of Common Stock as shall be subject to
purchase under the Warrants.

      Section 8.    Restrictions on Transfer; Registration Rights.

      8.1. Restrictions on Transfer. The Warrant Holder agrees that prior to
making any disposition of the Warrants or the Shares, the Warrant Holder shall
give written notice to the Company describing briefly the manner in which any
such proposed disposition is to be made; and no such disposition shall be made
if the Company has notified the Warrantholder that in the opinion of counsel
reasonably satisfactory to the Warrant Holder a registration statement or other
notification or post-effective amendment thereto (hereinafter collectively a
"Registration Statement") under the Act is required with respect to such
disposition and no such Registration Statement has been filed by the Company
with, and declared effective, if necessary, by, the Commission.

      8.2. Piggy-Back Registration Right. If at any time prior to the Expiration
Date the Company files a Registration Statement with the Commission pursuant to
the Act, or pursuant to any other act passed after the date of this Agreement,
which filing provides for the sale of securities by the Company to the public,
or files a Regulation A offering statement under the Act, the Company shall
offer to the Warrant Holder and the holders of any Warrant Securities the
opportunity to register or qualify the Warrant Securities at the Company's sole
expense, regardless of whether the Warrant Holder or the holders of Warrant
Securities or both may have previously availed themselves of any of the
registration rights described in this Section 8; provided, however, that in the
case of a Regulation A offering, the opportunity to qualify shall be limited to
the amount of the available exemption after taking into account the securities
that the Company wishes to qualify. Further, at the request of a bona-fide
underwriter, the rights under this paragraph may be temporarily suspended for
purposes of completing a specific offering. Notwithstanding anything to the
contrary, this Section 8.2 shall not be applicable to a Registration Statement
registering securities issued pursuant to an employee benefit plan or as to a
transaction subject to Rule 145 promulgated under the Act or which a form S-4 or
S-8 registration statement could be used.

      The Company shall deliver written notice to the Warrant Holder and to any
holders of the Warrant Securities of its intention to file a registration
statement or Regulation A offering statement under the Act at least 10 days
prior to the filing of such Registration Statement or offering statement, and
the Warrant Holder and holders of Warrant Securities shall have 20 days
thereafter to request in writing that the Company register or qualify the
Warrant Securities in accordance with this Section 8.2. Upon the delivery of
such a written request within the specified time, the Company shall be obligated
to include in its contemplated registration statement or offering statement all
information necessary or advisable to register or qualify the Warrant
Securities. for a public offering, if the Company does file the contemplated
Registration Statement or offering statement; provided, however, that neither
the delivery of the notice by the Company nor the delivery of a request by a
Holder or by a holder of Warrant Securities shall in any way obligate the
Company to file a Registration Statement or offering statement. Furthermore,
notwithstanding the filing of a registration statement or offering statement,
the Company may, at any time prior to the effective date thereof, determine not
to offer the securities to which the registration statement or offering
statement relates, other than the Warrant, and Warrant Securities.
Notwithstanding the foregoing, if, as a qualification of any offering in any
state or jurisdiction in which the Company (by vote of its Board of Directors)
or any underwriter determines in good faith that it wishes to offer securities
registered in the offering, it is required that offering expenses be allocated
in a manner different from that provided above, then the offering expenses shall
be allocated in whatever manner is most nearly in compliance with the provisions
set out above.

      The Company shall comply with the requirements of this Section 8.2 and the
related requirements of Section 8.6 at its own expense. That expense shall
include, but not be limited to, legal, accounting, consulting, printing, federal
and state filing fees, NASD fees, out-of-pocket expenses incurred by counsel,
accountants and consultants retained by the Company, and miscellaneous expenses
directly related to the registration statement or offering statement and the
offering. However, this expense shall not include the portion of any
underwriting commissions, transfer taxes and the underwriter's accountable and
non-accountable expense allowances attributable to the offer and sale of the
Warrant and Warrant Securities. all of which expenses shall be borne by the
Warrant Holder and the holders of the Warrant Securities registered or
qualified.

      8.3. Inclusion of Information. In the event that the Company registers or
qualifies the Warrant Securities pursuant to Section 8.2 above, the Company
shall include in the Registration Statement or qualification, and the prospectus
included therein, all information and materials necessary or advisable to comply
with the applicable statutes and regulations so as to permit the public sale of
the Warrant Securities. As used in Section 8.2, reference to the Company's
securities shall include, but not be limited to, any class or type of the
Company's securities or the securities of any of the Company's subsidiaries or
affiliates.


      8.5. Condition  of  Company's   Obligations.   As  to  each  registration
statement or offering statement,  the Company's  obligations  contained in this
Section  8 shall  be  conditioned  upon a  timely  receipt  by the  Company  in
writing of the following:

           (a) Information as to the terms of the contemplated public offering
      furnished by and on behalf of each Holder or holder intending to make a
      public distribution of the Warrant Securities and

           (b) Such other information as the Company may reasonably require from
      such Holders or holders, or any underwriter for any of them, for inclusion
      in the registration statement or offering statement.

       8.6.Additional Requirements. In each instance in which the Company shall
take any action to register or qualify the Warrant Securities or the Warrant
Securities, if any, pursuant to this Section 8, the Company shall do the
following:

           (a) supply to the Holders of the Warrant and the holders of Warrant
      Securities whose Warrant Securities are being registered or qualified, two
      (2) manually signed copies of each Registration Statement or offering
      statement, and all amendments thereto, and a reasonable number of copies
      of the preliminary, final or other prospectus or offering circular, all
      prepared in conformity with the requirements of the Act and the rules and
      regulations promulgated thereunder, and such other documents as BMCG shall
      reasonably request;

           (b) cooperate with respect to (i) all necessary or advisable actions
      relating to the preparation and the filing of any registration statements
      or offering statements, and all amendments thereto, arising from the
      provisions of this Section 8, (ii) all reasonable efforts to establish an
      exemption from the provisions of the Act or any other federal or state
      securities statutes, (iii) all necessary or advisable actions to register
      or qualify the public offering at issue pursuant to federal securities
      statutes and the state "blue sky" securities statutes of each jurisdiction
      that the Warrant Holders or holders of Warrant Securities shall reasonably
      request, and (iv) all other necessary or advisable actions to enable the
      holders of the Warrant Securities to complete the contemplated disposition
      of their securities in each reasonably requested jurisdiction; and

           (c) keep all registration statements or offering statements to which
      this Section 8 applies, and all amendments thereto, effective under the
      Act until the earlier to occur of (a) one year after the last Registered
      Warrant has been exercised; or (b) all Registered Warrant Securities have
      been sold under the registration statement.

      8.7. Reciprocal Indemnification. In each instance in which pursuant to
this Section 8 the Company shall take any action to register or qualify the
Warrant Securities or the Warrant Securities underlying the unexercised portion
of this Warrant, prior to the effective date of any registration statement or
offering statement, the Company and each Holder or holder of Warrants or Warrant
Securities being registered or qualified shall enter into reciprocal
indemnification agreements, in the form customarily used by reputable investment
bankers with respect to public offerings of securities, containing substantially
the same terms as described in Section 10. These indemnification agreements also
shall contain an agreement by the Holder or shareholder at issue to indemnify
and hold harmless the Company, its officers and directors from and against any
and all losses, claims, damages and liabilities, including, but not limited to,
all expenses reasonably incurred in investigating, preparing, defending or
settling any claim, directly resulting from any untrue statements of material
facts, or omissions to state a material fact necessary to make a statement not
misleading, contained in a registration statement or offering statement to which
this Section 8 applies, if, and only if, the untrue statement or omission
directly resulted from information provided in writing to the Company by the
indemnifying Holder or shareholder expressly for use in the registration
statement or offering statement at issue.

      8.8.   Survival.  The Company's  obligations  described in this Section 8
shall   continue  in  full  force  and  effect   regardless  of  the  exercise,
surrender, cancellation or expiration of the Warrants.

      Section 9. Payment of Taxes.

      The Company will pay all documentary stamp taxes, if any, attributable to
the initial issuance of the Warrants or the securities comprising the Shares;
provided, however, the Company shall not be required to pay any tax which may be
payable in respect of any transfer of the Warrants or the securities comprising
the Shares.

      Section 10.Indemnification and Contribution

      10.1. Indemnification By Company. In the event of the filing of any
Registration Statement with respect to the Warrant Shares pursuant to Section 8
hereof, the Company agrees to indemnify and hold harmless the Warrant Holder or
any holder of Warrant Shares and each person, if any, who controls the Warrant
Holder or any holder of Warrant Shares within the meaning of the Act, against
any and all loss, claim, damage or liability, joint or several (which shall, for
all purposes of this Agreement include, but not be limited to, all reasonable
costs of defense and investigation and all reasonable attorneys' fees), to which
such Warrant Holder or any holder of Warrant Shares may become subject, under
the Act or otherwise, insofar as such loss, claim, damage, or liability (or
action with respect thereto) arises out of or is based upon (a) any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or
the Final Prospectus or any amendment or supplement thereto; or (b) the omission
or alleged omission to state in the Registration Statement, any Preliminary
Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or
supplement thereto a material fact required to be stated therein or necessary to
make the statements therein not misleading; except that the Company shall not be
liable in any such case to the extent, but only to the extent, that any such
loss, claim, damage, or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with written information furnished to the
Company by such Warrant Holder or the holder of such Warrant Shares specifically
for use in the preparation of the Registration Statement, any Preliminary
Prospectus, the Effective Prospectus and the Final Prospectus or any amendment
or supplement thereto. This indemnity will be in addition to any liability which
the Company may otherwise have.

     10.2. Indemnification By Warrant Holder. The Warrant Holder and the holders
of Warrant Shares agree that they, severally, but not jointly, shall indemnify
and hold harmless the Company, each other person referred to in subparts (1),
(2) and (3) of Section 11(a) of the Act in respect of the Registration Statement
and each person, if any, who controls the Company within the meaning of the Act,
against any and all loss, claim, damage or liability, joint or several (which
shall, for all purposes of this Agreement include, but not be limited to, all
costs of defense and investigation and all attorneys' fees), to which the
Company may become subject under the Act or otherwise, insofar as such loss,
claim, damage, liability (or action in respect thereto) arises out of or are
based upon (a) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, any Preliminary Prospectus, the
Effective Prospectus or the Final Prospectus or any amendment or supplement
thereto; or (b) the omission or alleged omission to state in the Registration
Statement, any Preliminary Prospectus, the Effective Prospectus or the Final
Prospectus or any amendment or supplement thereto a material fact required to be
stated therein or necessary to make the statements therein not misleading;
except that such indemnification shall be available in each such case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon information
and in conformity with written information furnished to the Company by the
Warrantholder or the holder of Warrant Shares specifically for use in the
preparation thereof. This indemnity will be in addition to any liability which
such Warrant Holder or holder of Warrant Shares may otherwise have.

     10.3. Right to Provide Defense. Promptly after receipt by an indemnified
party under Section 10.1 or 10.2 above of written notice of the commencement of
any action, the indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party under such section, notify the indemnifying
party in writing of the claim or the commencement of that action; the failure to
notify the indemnifying party shall not relieve it of any liability which it may
have to an indemnified party, except to the extent that the indemnifying party
did not otherwise have knowledge of the commencement of the action and the
indemnifying party's ability to defend against the action was prejudiced by such
failure. Such failure shall not relieve the indemnifying party from any other
liability which it may have to the indemnified party. If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under such section for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation.

      10.4. Contribution. If the indemnification provided for in Sections 10.1
and 10.2 of this Agreement is unavailable or insufficient to hold harmless an
indemnified party, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of the losses, claims,
damages, or liabilities referred to in Sections 10.1 or 10.2 above (a) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Warrant Holder on the other; or (b) if the
allocation provided by clause (a) above is not permitted by applicable law, in
such proportion as is appropriate to reflect the relative benefits referred to
in clause (a) above but also the relative fault of the Company on the one hand
and the Warrant Holder on the other in connection with the statements or
omissions which resulted in such losses, claims, damages, or liabilities, as
well as any other relevant equitable considerations. The relative benefits
received by the Company and the Warrant Holder shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discounts and
un-itemized expenses received by the Underwriters, in each case as set forth in
the table on the cover page of the Final Prospectus. Relative fault shall be
determined by reference to, among other things, whether the untrue statement of
a material fact or the omission to state a material fact relates to information
supplied by the Company or the Underwriter and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
untrue statement or omission. For purposes of this Section 10.4, the term
"damages" shall include any counsel fees or other expenses reasonably incurred
by the Company or the Underwriters in connection with investigating or defending
any action or claim which is the subject of the contribution provisions of this
Section 10.4. No person adjudged guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

      Each party entitled to contribution agrees that upon the service of a
summons or other initial legal process upon it in any action instituted against
it in respect of which contribution may be sought, it shall promptly give
written notice of such service to the party or parties from whom contribution
may be sought, but the omission so to notify such party or parties of any such
service shall not relieve the party from whom contribution may be sought from
any obligation it may have hereunder or otherwise (except as specifically
provided in Section 10.4 hereof).

      Section 11.Transfer to Comply With the Securities Act of 1933

      This Warrant, the Warrant Securities, and all other securities issued or
issuable upon exercise of this Warrant, may not be offered, sold or transferred,
in whole or in part, except in compliance with the Act, and except in compliance
with all applicable state securities laws. The Company may cause substantially
the following legends, or their equivalents, to be set forth on each certificate
representing the Warrant Securities, or any other security issued or issuable
upon exercise of this Warrant, not theretofore distributed to the public or sold
to underwriters, as defined by the Act, for distribution to the public pursuant
to Section 8 above:

      (a) "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS
        AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY
        MANNER IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM
        UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

      (b)  Any legend required by applicable state securities laws.

      Any certificate issued at any time in exchange or substitution for any
certificate bearing such legends (except a new certificate issued upon
completion of a public distribution pursuant to a registration statement under
the "Act", or the securities represented thereby) shall also bear the above
legends unless, in the opinion of the Company's counsel, the securities
represented thereby need no longer be subject to such restrictions.

      Section 12.Fractional Shares

           No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of all or any part of this Warrant. With respect to any
fraction of a share of any security called for upon any exercise of this
Warrant, the Company shall pay to the Holder an amount in money equal to that
fraction multiplied by the Current Market Price of that share.

      Section 13.   No Rights as Stockholder; Notices to Warrantholder.

           Nothing contained in this Agreement or in the Warrants shall be
construed as conferring upon the Warrant Holder or its transferees any rights as
a stockholder of the Company, including the right to vote, receive dividends,
consent or receive notices as a stockholder in respect to any meeting of
stockholders for the election of directors of the Company or any other matter.
The Company covenants, however, that for so long as this Warrant is at least
partially unexercised, it will furnish any Holder of this Warrant with copies of
all reports and communications furnished to the shareholders of the Company.


      Section 14.   Warrant Securities to be Fully Paid

      The Company covenants that all Warrant Securities that may be issued and
delivered to a Holder of this Warrant upon the exercise of this Warrant and
payment of the Exercise Price will be, upon such delivery, validly and duly
issued, fully paid and nonassessable.

      Section 15.   Notices

      Any notice pursuant to this Agreement by the Company or by a Warrant
Holder or a holder of Shares shall be in writing and shall be deemed to have
been duly given if delivered or mailed by certified mail, return receipt
requested:

      (i)  If to a  Warrantholder  or a holder of Shares,  addressed to Liolios
Group, Inc., 2431 West Coast Highway, #202, Newport Beach,  California,  92663;
or

      (ii) If to the Company  addressed  to it at 12061 Tejon St.  Westminster,
CO  80234,  Attn:  President.  Each  party  may from  time to time  change  the
address  to which  notices to it are to be  delivered  or mailed  hereunder  by
notice in accordance herewith to the other party.


      Section 16.   Applicable Law

 This Warrant shall be governed by and construed in accordance with the laws of
the State of Colorado, and courts located in Colorado shall have exclusive
jurisdiction and venue over all disputes arising hereunder.

      Section 17.   Arbitration.

The Company and the Holder, and by receipt of this Warrant or any Warrant
Securities, all subsequent Holders or holders of Warrant Securities, agree to
submit all controversies, claims, disputes and matters of difference with
respect to this Warrant, including, without limitation, the application of this
Section 19 to arbitration in Denver, Colorado, according to the rules and
practices of the American Arbitration Association from time to time in force;
provided, however, that if such rules and practices conflict with the applicable
procedures of Colorado courts of general jurisdiction or any other provisions of
Colorado law then in force, those Colorado rules and provisions shall govern.
This agreement to arbitrate shall be specifically enforceable. Arbitration may
proceed in the absence of any party if notice of the proceeding has been given
to that party. The parties agree to abide by all awards rendered in any such
proceeding. These awards shall be final and binding on all parties to the extent
and in the manner provided by the rules of civil procedure enacted in Colorado.
All awards may be filed, as a basis of judgment and of the issuance of execution
for its collection, with the clerk of one or more courts, state or federal,
having jurisdiction over either the party against whom that award is rendered or
its property. No party shall be considered in default hereunder during the
pendency of arbitration proceedings relating to that default.

      Section 18.   Expiration.

This Agreement and all unexercised Warrants shall expire on March 15, 2005, or
thirty (30) days following the expiration of the PR Agreement, whichever is the
first to occur.

      Section 19.Miscellaneous Provisions

      (a) Subject to the terms and conditions contained herein, this Warrant
shall be binding on the Company and its successors and shall inure to the
benefit of the original Holder, its successors and assigns and all holders of
Warrant Securities and the exercise of this Warrant in full shall not terminate
the provisions of this Warrant as it relates to holders of Warrant Securities.

      (b) If the Company fails to perform any of its obligations hereunder, it
shall be liable to the Holder for all damages, costs and expenses resulting from
the failure, including, but not limited to, all reasonable attorney's fees and
disbursements.

      (c) This Warrant cannot be changed or terminated or any performance or
condition waived in whole or in part except by an agreement in writing signed by
the party against whom enforcement of the change, termination or waiver is
sought; provided, however, that any provisions hereof may be amended, waived,
discharged or terminated upon the written consent of the Company and th Holder.

      (d) If any provision of this Warrant shall be held to be invalid, illegal
or unenforceable, such provision shall be severed, enforced to the extent
possible, or modified in such a way as to make it enforceable, and the
invalidity, illegality or unenforceability shall not affect the remainder of
this Warrant.

      (e) The Company agrees to execute such further agreements, conveyances,
certificates and other documents as may be reasonably requested by the Holder to
effectuate the intent and provisions of this Warrant.

      (f) Paragraph headings used in this Warrant are for convenience only and
shall not be taken or construed to define or limit any of the terms or
provisions of this Warrant. Unless otherwise provided, or unless the context
shall otherwise require, the use of the singular shall include the plural and
the use of any gender shall include all genders.

      IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed, all as of the day and year first above written.


                               Corgenix Medical Corporation


                               By:  s/ Douglass T. Simpson
                                       Douglass T. Simpson

                               Liolios Group, Inc.

                               By:  s/ J. Scott Liolios
                                    J. Scott Liolios


<PAGE>





                            Warrant Certificate WA-1


The securities represented by this certificate have not been registered under
the Securities Act of 1933 (the "Act"), and are "restricted securities" as that
term is defined in Rule 144 under the Act. The securities may not be offered for
sale, sold, or otherwise transferred except pursuant to an effective
registration under the Act, or pursuant to an exemption from registration under
the Act, the availability of which is to be established to the satisfaction of
the Company.


                          Corgenix Medical Corporation

                               WARRANT TO PURCHASE
                          50,000 SHARES OF COMMON STOCK

                           INCORPORATED UNDER THE LAWS
                             OF THE STATE OF NEVADA

      This certifies that, for value received, Liolios Group, Inc., (the
"Warrant Holder"), is entitled to purchase from Corgenix Medical Corporation
(the "Company"), at any time during the period up to 5:00 p.m., Colorado time,
on the next trading day following the vesting of the Warrant (the "Vesting
Date"), at the purchase price per Share of $1.00 (the "Exercise Price"), the
number of shares of Common Stock of the Company set forth above (the "Shares").
The Warrant will vest if Corgenix common stock bid price as quoted on the
Electronic Bulletin Board or alternatively by a nationally recognized exchange,
or NASDAQ, exceeds $1.25 per share. For purposes of determining when the
Warrants are earned, the stock will have been quoted by the Electronic Bulletin
Board or alternatively by a nationally recognized exchange, or NASDAQ, where the
Corgenix common stock bid price equals or exceeds the price specified for ten
(10) consecutive trading days.

      This warrant may be exercised in whole or in part by presentation of this
Warrant Certificate with the Purchase Form attached hereto duly executed and
simultaneous payment of the Warrant Price at the principal office of the
Company. Payment of such price shall be made at the option of the Warrant holder
in cash or by check or by Cashless Exercise subject to the provisions of Section
2.4 of the Warrant Agreement (as that term is defined therein).

      This Warrant is issued under and in accordance with Warrant Agreement and
is subject to the terms and provisions contained in the Warrant Agreement, to
all of which the Warrant Holder by acceptance hereof consents.

      This Warrant is transferable at the office of the Company in the manner
and subject to the limitations set forth in the Warrant Agreement.

      This Warrant will expire on March 31, 2005 or thirty (30) days after the
expiration of the PR Agreement as defined and specified in Section 18 of the
Warrant Agreement.

      This Warrant Certificate does not entitle any Warrant holder to any of the
rights of a stockholder of the Company.

                               Corgenix Medical Corporation

                                   By:  /s/ Douglass T. Simpson
                                        Douglass T. Simpson


                                    Dated:     3/29/2002



<PAGE>




                                  PURCHASE FORM
Dated                                                                   ,

      The undersigned hereby irrevocably elects to exercise the Warrant
represented by this Warrant Certificate to the extent of purchasing
                 Shares of Corgenix Medical Corporation and hereby tenders
payment of the exercise price thereof.

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

      Name
                    (Please type or print in block letters)

      Address

................................................................................

                                 ASSIGNMENT FORM

      FOR VALUE RECEIVED,                 ,   hereby    sells,    assigns   and
transfers unto

      Name
                    (Please type or print in block letters)

      Address
the right to purchase Shares of Corgenix Medical Corporation represented by this
Warrant Certificate to the extent of ________Shares as to which such right is
exercisable and does hereby irrevocably constitute and appoint
 attorney, to transfer the same on the books of the Company with full power of
substitution in the premises.


      Signature                           Dated

Notice:  the signature on this  assignment  must correspond with the name as it
appears  upon  the  face of  this  Warrant  Certificate  in  every  particular,
without alteration or enlargement or any change whatever.
................................................................................

                        WARRANT CONVERSION EXERCISE FORM

TO:   Corgenix Medical Corporation

      Pursuant to Section 2.5 of the Warrant Agreement, the Holder hereby
irrevocably elects to convert Warrants with respect to Shares of the Company
into Shares of the Company. A conversion calculation is attached hereto.

      The undersigned requests that certificates for such Shares be issued as
follows:

      Name:

      Address:

      Deliver to:

and that a new Warrant Certificate for the balance remaining of the Warrants, if
any, subject to the Warrant be registered in the name of, and delivered to, the
undersigned at the address stated above.

      Signature                           Dated


<PAGE>



                        CALCULATION OF WARRANT CONVERSION




Converted Securities (Y)            =

Current Market Price (A)            =          $

Exercise Price (B)                  =          $

Converted Shares (X)           =          Y(A-B)/A

Fractional Converted Shares               =                        (1)





Where:          X =  the number of Shares  and/or  Warrants to be issued to the
                     Holder;

                Y =  the  number  of Shares  and/or  Warrants  to be  converted
                     under this Warrant;

                A =  the  Current  Market  Price of one share of  Common  Stock
                     (calculated as described below); and

                B = the Share Exercise Price.


(1)  Corgenix Medical Corporation to pay for fractional Shares in cash @ $__
per Share.





<PAGE>


                                   SIGNATURES


      In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                    CORGENIX MEDICAL CORPORATION



May 15, 2002                              By: /s/ Luis R. Lopez
                                             Luis R. Lopez, M.D.
                                             Chairman and
                                             Chief Executive Officer