SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

      X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15d OF THE   SECURITIES
      EXCHANGE ACT OF 1934

               For the quarterly period ended December 31, 2001

      _    TRANSITION  REPORT  UNDER  SECTION  13  OR  15d  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 January 15,
2002.


Transitional Small Business Disclosure Format.     Yes _     No X_

<PAGE>





                          CORGENIX MEDICAL CORPORATION


                                December 31, 2001





                                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                           18


      Item 4.   Submission of Matters to a Vote of Security Holders       18


      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

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


                                        December 31,  2001      June 30, 2001
                                          (Unaudited)
                Assets

Current assets:
  Cash and cash equivalents                $199,719                 320,140
  Accounts receivable, less allowance for
   doubtful accounts of  $14,000            641,641                 585,704
  Inventories                               639,381                 556,521
  Prepaid expenses                           31,343                  13,612
                                           --------                 -------
                  Total current assets    1,512,084               1,475,977
Equipment:
  Machinery and laboratory equipment        507,147                 353,549
  Software, furniture, fixtures and
  office equipment                        1,071,940               1,010,631
                                          ---------               ---------
                                          1,579,087               1,364,180

  Accumulated depreciation and
amortization                               (692,017)               (551,393)
                                          ---------               ----------
                  Net equipment             887,070                 812,787
                                        -----------               ----------


Intangible assets:
  Patents, net of accumulated
       amortization of $833,234
       and $795,986, respectively           284,310                 321,558
  Goodwill, net of accumulated
       amortization of  $43,023
       and $41,067, respectively             15,633                  17,589
                                        -----------                ---------
                   Net intangible assets    299,943                 339,147
  Due from officer                           12,000                  12,000
  Other assets                               18,681                  65,179
                                        -----------                ---------
                   Total assets        $  2,729,778               2,705,090

                 Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
  Current portion of  notes payable    $    346,046                  188,998
  Current portion of capital lease
  obligation                                 82,201                   31,186
  Accounts payable                          296,606                  746,642
  Accrued payroll and related liabilities   115,183                  141,528
  Accrued interest payable                   85,520                   82,689
  Other liabilities                          66,268                   72,642

   Employee stock purchase plan payable       3,912                    2,235
                                         -----------                ---------
                 Total current liabilities  995,736                1,265,920

Notes payable, excluding current portion    564,211                  618,370
Capital lease obligation, excluding
 current portion                            145,560                   49,379
                                         -----------                ---------

                  Total liabilities       1,705,507                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 4,305,123 and 4,077,290 on
  December 31 and June 30, respectively **   21,525                   20,386
Additional paid-in capital                4,650,289                4,459,254
Accumulated deficit                      (3,670,648)              (3,736,486)
Accumulated other comprehensive income       23,105                   28,267
                                         -----------               ----------
      Total stockholders' equity          1,024,271                  771,421

Total Liabilities and stockholders'
 equity                                 $ 2,729,778                2,705,090
                                         ===========              ===========
** As adjusted for reverse split-(note 3) See accompanying notes to
consolidated financial statements.


<PAGE>








                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES


Consolidated Statements of Operations and Comprehensive Income

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

                            Three Months Ended           Six Months Ended
                        December 31,  December 31,   December 31,  December 31,
                           2001          2000             2001         2000
                        -------------------------------------------------------
                                (Unaudited)                  (Unaudited)



Net sales                   $ 1,126,790  1,042,563      2,277,852    1,951,294
Cost of sales                   444,073    359,846        760,742      698,176

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

          Gross profit      $   682,717    682,717      1,517,110    1,253,118


Operating expenses:
  Selling and marketing          222,518   160,228        457,758      347,462

  Research and development       136,772    89,219        275,493      177,896

  General and
  administrative                 318,802   221,726        645,889      384,464
                            ---------------------------------------------------
  Total expenses                 678,092   471,173      1,379,140      909,822


          Operating income  $      4,625   211,544        137,970      343,296


Interest expense, net             37,280    40,141         72,132       69,425

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

          Net income (loss) $    (32,655)  171,133         65,838      273,871


 Net income (loss)  per
 share, basic               $       (.01)     0.05            .020         .08


 Net income (loss)  per
 share, diluted             $       (.01)     0.05            .020         .08


Weighted average shares
   outstanding,  basic          4,291,265  3,486,648      4,242,421  3,485,678
   (note 3)

Weighted average shares
   outstanding, diluted         4,291,265  3,487,561      4,292,417  3,487,450
                                =========  =========      =========  =========
   (note 3)

     Net income (loss)      $     (32,655)  171,133          65,838    273,871


 Total comprehensive        $     (26,746)  167,241          60,676    274,909
  income (loss)                  =========  =======        =========   =======

See accompanying notes to consolidated financial statements.


<PAGE>


                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES



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

                                                   Six Months Ended
                                               December 31,    December 31,
                                                   2001            2000
                                                 ---------------------
                                                        (Unaudited)
Cash flows from operating activities:
  Net income                                   $  65,838         273,871

  Adjustments to reconcile net income
 to net cash provided by operating
 activities:
          Depreciation and amortization          179,828          70,348
          Equity instruments issued
          for services                            21,778             -

        Changes in operating assets and liabilities:
                  Accounts receivable            (55,937)       (104,290)
                  Inventories                    (82,860)         17,157
                  Prepaid expenses and
                  other assets                    28,767         (12,624)
                 Accounts payable               (449,506)        112,226
                 Accrued payroll and
                 related liabilities             (21,087)         15,529
                 Employee stock
                 purchase plan payable             1,677           4,167
                 Accrued interest and
                 other liabilities                (9,331)       (144,513)
                                               --------------------------

                    Net cash provided (used)
                    by operating activities     (320,833)        231,873

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

Cash flows used by investing activities:
   Purchase of equipment

                    Net cash provided (used)     (33,374)       (180,772)
                    by investing activities      (33,374)       (180,772)
                                                ----------      ---------


Cash flows from financing activities:
  Proceeds from issuance of common stock         193,159           4,594
  Proceeds from issuance of notes payable        191,445             -
  Payments on notes payable                      (88,557)        (53,105)
  Payments  on capital lease obligations         (34,336)         11,408
  Payments for costs of issuance of
  common stock                                   (22,764)            -
                                               -------------------------

                    Net cash provided (used)
                    by financing activities      238,947         (37,103)

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

                    Net increase (decrease)
                    in cash and cash
                    equivalents                 (115,260)         13,998


Impact of foreign currency translation
adjustment on cash                                (5,162)          1,038

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

                                               --------------------------
Cash and cash equivalents at end of period     $ 199,719          61,732
                                               ==========================

Supplemental cash flow disclosures:

Cash paid for interest                       $    55,125          69,425
                                             -------------       --------
Noncash investing and financing
activity--

        Equipment acquired under capital     $   181,533          27,858
        leases                                ----------        --------


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
December 31, 2001 and June 30, 2001 and the results of operations for each of
the three and six month periods ended December 31, 2001 and 2000, and the cash
flows for each of the six month periods then ended. The operating results for
the three and six months ended December 31, 2001 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
will be amortized commencing when the website is placed in service on a straight
line basis over a three-year period.

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
restated. 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 months    3 months   6 months  6 months
                                ended       ended      ended     ended
                              December    December   December   December
                              31, 2001    31, 2000   31, 2001   31, 2000

Numerator:
  Net income (loss)          $(32,655)    171,133      65,838    273,871
                             =========   =========   =========  =========

Denominator:
  Historical   common  shares
   outstanding    for   basic
   income  (loss)  per  share
   at beginning of  period    4,281,246 3,484,917     4,077,290  3,483,313

Denominator    for    basic
   income    per    share
   weighted average shares    4,291,265 3,486,648     4,242,421  3,485,678

Incremental  common  shares
  attributable   to   shares
  issuable    under   equity
  incentive  plans (Treasury
   Stock Method)                  -           913        49,996     1,772
                             ---------     -------     ---------   --------
Denominator   for   diluted
   net income per share
   weighted average shares     4,291,265 3,487,561    4,292,417  3,487,450

Basic   income   (loss)   per
share                        $     (.01)     $0.05         $.02      $0.08
                              =============================================

Diluted  earnings  (loss) per
share                        $     (.01)     $0.05         $.02      $0.08
                              =============================================


4.     INCOME TAXES

      The Company recognized a net loss for the three months and net income for
the six months ended December 31, 2001. 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.


<PAGE>




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 six months ended December 31, 2001 and no revenue for the three and
six months ended December 31, 2000. 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 six month periods
ended December 31, 2001 and 2000.
                        Three Months Ended             Six Months Ended
                           December 31,                    December 31,
                    Domestic  Intnl.   Total       Domestic   Intnl.   Total

Revenues
(see note) 2001   $ 862,923   263,867 1,126,790    1,704,102  573,507  2,277,852
(see note) 2000   $ 848,559   194,004 1,042,563    1,536,804  414,490  1,951,294
                  ----------------------------------------------------- --------

Gross     2001    $ 522,770   159,947   682,717    1,134,932  382,029  1,517,110
Profit    2000    $ 555,806   126,911   682,717    1,094,033  159,085  1,253,118
                  --------------------------------------------------------------
Net income $
(loss)    2001    $(124,192)  91,537    (32,655)   (95,729)   161,567     65,838
          2000      127,221   43,914    171,133    191,189     82,684    273,871
                  -------------------------------------------------------------
Depreciation and
Amortization
          2001    $  83,957      462     84,419    178,905       923     179,828
          2000    $  30,579        0     30,579     70,348         0      70,348
                  --------------------------------------------------------------


Interest
expense   2001    $ (29,694)  (7,586)   (37,280)   (57,956)  (14,176)   (72,132)
          2000    $ (28,452) (11,689)   (40,141)   (53,441)  (15,984)   (69,425)

Long-lived
assets    2001    $1,178,707   8,306 1,187,013   1,178,707     8,306   1,187,013
          2000    $1,150,280  10,931 1,161,211   1,150,280    10,931   1,161,211
                  --------------------------------------------------------------

Note: Included in domestic revenues above are sales to one customer which
represented 17% and 14% for the three months ended December 31, 2001 and 2000,
respectively and 17% and 12% for the six months ended December 31, 2001 and
2000, 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 during the
   spring of 2001.















                                     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 December 31, 2001 compared to 2000

      Net sales. Net sales for the three months ended December 31, 2001 were
$1,126,790 an 8.1% increase from $1,042,563 in 2000 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 1.7%; sales to international distributors increased
36%; however, sales to OEM partners decreased 23.4%, primarily due to ordering
patterns. Included in the above increase in Domestic sales was an increase of
60.1% in the sales of Hyaluronic Acid to Chugai for distribution in Japan.
Chugai is the Company's largest customer, representing approximately 17% and 14%
of sales in the quarters ended December 31, 2001 and 2000, respectively. The
majority of the Company's sales increase for the current fiscal quarter was due
to higher unit volume (which increased approximately 2.8%), as opposed to a
increase in average price per unit sold of less than 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 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 39.4% of sales in the second quarter
ended December 31, 2001 compared to 34.5% for last year's second quarter. This
increase reflects higher raw material, labor-related and overhead components
(most notably facility-related) of cost of sales.

      Selling and marketing. Selling and marketing expenses increased 38.9 % to
$222,518 for the three months ended December 31, 2001 from $160,228 in 2000 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 December 31, 2001, increased 53.3% to $136,772 from $89,219 in
2000. 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. In addition, the Company had greater research
and development costs associated with the end of a product development cycle
with respect to the anti-prothrombin product introduction.

      General and administrative. General and administrative expenses for the
three months ended December 31, 2001, increased 43.8% to $318,802 from $221,726
in 2000, 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 decreased 7.1% to $37,280 in 2001 from
$40,141 in 2000 due primarily to a decrease in interest-bearing debt in addition
to lower interest rates.

      Six Months Ended December 31, 2001 and 2000

      Net sales. Net sales for the six months ended December 31, 2001 were
$2,277,852, a 16.7% increase from $1,951,294 in 2000 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 10.9%; sales to international distributors increased
38.4%; 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 Hyaluronic Acid to
Chugai for distribution in Japan. Chugai is the Company's largest customer,
representing approximately 17% and 12% of sales in the six months ended December
31, 2001 and 2000, respectively. The majority of the Company's sales increase
for the current six months was due to higher unit volume (which increased
approximately 15.9%), as opposed to increases in average price per unit sold
(which increased 2.0%). 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 six 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 33.4% of sales for the six months ended
December 31, 2001 compared to 35.8% for prior year's first six months. This
slight improvement reflects slightly lower raw material, labor-related and
overhead components.

      Selling and marketing. Selling and marketing expenses increased 31.7 % to
$457,758 for the six months ended December 31, 2001 from $347,462 in 2000 due to
increases in advertising, outside services, payroll-related costs and royalties
expense.

      Research and development. Research and development expenses for the six
months ended December 31, 2001, increased 54.9% to $275,493 from $177,896 in
2000. 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. In addition, the Company had greater research
and development costs associated with the end of a product development cycle
with respect to the anti-prothrombin product introduction.

      General and administrative. General and administrative expenses for the
six months ended December 31, 2001, increased 68% to $645,889 from $384,464 in
2000, 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 six month period ending
December 31, 2001 was comparable to the first six months of the prior fiscal
year.

      Liquidity and Capital Resources

      Cash used by operating activities was $320,833 for the current six months
compared to cash provided by operations of $231,873 during the prior fiscal
year's comparable first six months. The useage for the current six months was
primarily attributable to the Company's investment in working capital resulting
in an increase in accounts receivable, inventories and prepaid expenses, along
with a substantial reduction ($449,506) 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
$33,374 for the current six month period. The useage in the current six months
was mainly attributable to the addition of manufacturing and computer equipment
required by the Company.

      Net cash provided by financing activities amounted to $238,947 for the
current six months. This increase in 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 $170,395 in addition to new notes payable of $191,445.

      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 December 31, 2001, our accounts payable decreased 60.2% to
$296,606 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. Although sales increased
16.8% for the current six months compared to the same six month period in the
prior year, accounts receivable only increased 9.6% to $641,641 as of December
31, 2001 from $585,704 as of June 30, 2001, primarily because of more timely
payment by our customers.

      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 $670,777 remained
outstanding on the SBA note payable as of December 31, 2001. 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 Nos. 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
$3,670,648, 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.

      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.

      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.





<PAGE>



                                   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 December 31, 2001, we sold a total of
220,200 shares of Common Stock at $.8772 per share for a total of $193,159 to 12
accredited investors. The sales were made in reliance upon the exemption from
the registration requirements of the Securities Act of 1933, as amended,
provided by Section +4 (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 market 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.



Item 3.    Defaults Upon Senior Securities


      None


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


(a)   The  Registrant's  Annual Meeting of  Stockholders  was held December 11,
           2001.

(b)   The following  directors  were elected for the ensuing year at the Annual
           Meeting:

           Luis R. Lopez, M.D.            Douglass T. Simpson
           Jack W. Payne                  Wendell J. Gardner

(c)        The matters voted upon at the Annual Meeting , the number of votes
           cast for, against, or withheld, as well as the number of abstentions
           and non-votes as to each such matter were as follows:

1.    The election of Luis R. Lopez, M.D., as a director:

           15,448,150 votes for; 0 votes against; 50,775 votes withheld; 0
           abstentions; 0 non-votes.

2.    The election of  Douglass T. Simpson, as a director.

           15,450,600 votes for; 0 votes against; 48,325 votes withheld; 0
           abstentions; 0 non-votes.

3.    The election of  Jack W. Payne, as a director.

           15,450,650 votes for; 0 votes against; 48,275 votes withheld; 0
           abstentions; 0 non-votes.


<PAGE>




4.    The election of Wendell J. Gardner, as a director.

           15,450,650 votes for; 0 votes against; 48,275 votes withheld; 0
           abstentions; 0 non-votes.

5.    To  authorize  the Board of Directors  to effect a  one-for-five  Reverse
           Stock Split:

           14,673,334 votes for; 724,575 votes against; 0 votes withheld;
           101,016 abstentions; 0 non-votes.

6.         To ratify the appointment of KPMG LLP as our independent auditors for
           the current fiscal year ending June 30, 2002:

           15,427,275 votes for; 31,050 votes against; 0 votes withheld; 40,600
           abstentions; 0 non-votes.


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.

* Filed Herewith

---------------------------------------
      (b)  Reports on Form 8-K.

           Shareholder  presentation  materials of the President of the Company
used on
           December 11, 2001 plus press release dated December 13, 2001, re:
Fiscal Year 2001 results.



<PAGE>


                                 PROMISSORY NOTE



                                          Place:  Westminster, CO, USA

The Sum of(pound)91,797                   Date:   October 1, 2001



FOR VALUE  RECEIVED,  Corgenix  UK,  Ltd.  (hereinafter,  "CORGENIX  UK" or the
"Company")  promises to pay to the order of W. G. Fleming  (hereinafter  "WGF")
in  lawful  money  of the  Great  Britain,  the  principal  sum of  ninety  one
thousand,  seven  hundred  ninety  seven  and  00/100  pounds ((pound)91,797).
The following terms shall apply to this Note.

1.    Repayment.   Payment  of  principal   and  interest   shall  be  made  in
      ---------
twenty-five  (25) monthly  installments  according to the schedule  attached as
Exhibit A, with the first  payment to be made at the  execution  of the Note by
both parties.

2.    Interest  Rate.  Interest  shall accrue on the  principal  balance at the
      --------------
rate of 8.00% (eight percent) per annum, computed on a month;y basis.

3.    Optional  Prepayment.  The  Company  may prepay  this Note in whole or in
      --------------------
part at any time or from time to time without penalty or additional interest.

4. Event of Default. As used herein the term "Event of Default" shall mean (a) a
failure to make any payment of any amount required to be paid pursuant to this
Note on the date such payment is due under this Note; (b) failure of the Company
after request by WGF to permit the inspection of the Company's Records; (c)
issuance of any injunction or of an attachment or judgment against any property
of the Company which is not discharged within thirty (30) days after issuance;
(d) the insolvency of the Company, or the filing of any bankruptcy,
reorganization, debt arrangement or other proceeding or case against the Company
under any bankruptcy or insolvency law or commencement of any dissolution or
liquidation proceeding against the Company, any of which is either consented to
or acquiesced in by the Company or remains undismissed for sixty (60) days after
the date of entry or the commencement by the Company of a voluntary case under
the federal bankruptcy laws or any state insolvency or similar laws, or the
consent by the Company to the appointment of a receiver, liquidator, assignee,
trustee, custodian or similar official for the Company or any of its, his or her
property, as the case may be, or the Company's making any assignment for the
benefit of creditors or the failure by the Company generally to pay the
Company's debts as they become due; or (e) default in the performance of any
obligation, covenant or agreement contained or referred to herein or in the
Note.

5. Acceleration Upon Event of Default. Upon the occurrence of an Event of
Default, WGF may, at his option, in his sole and absolute discretion and without
notice or demand, declare the entire unpaid balance of principal plus accrued
interest immediately due and payable.

6. Expenses of Collection. Should this Note be referred to an attorney for
collection, whether or not judgment has been confessed or suit has been filed,
the Company shall pay all of WGF's actual costs, fees (including reasonable
attorneys' fees) and expenses resulting from such referral.

7.    Waiver of  Protest.  The Company  hereby  waives  presentment,  notice of
      ------------------
dishonor and protest.

8. Waiver. No failure or delay by the holder hereof to insist upon the strict
performance of any term, provision, or agreement of this Note, or to exercise
any right, power or remedy consequent upon a breach thereof shall constitute a
waiver of any such term, provision or agreement or of any such breach, or
preclude the holder hereof from exercising any such right, power or remedy at
any later time or times. By accepting payment after the due date of any amount
payable under this Note, the holder hereof shall not be deemed to have waived
the right either to require prompt payment when due of all other amounts due
under this Note, or to declare a default hereunder.

9.    Headings.  The section  headings in this Note are for reference only, and
      --------
shall not limit or otherwise affect any of the terms hereof.

10.   Choice  of  Law.  This  Note  is  executed  in  and  shall  be  governed,
      ---------------
construed  and enforced in  accordance  with the laws of the State of Colorado,
United States of America.

11.   Binding  Effect.  This Note shall be  binding  upon the  Company  and its
      ---------------
successors and assigns.

IN WITNESS WHEREOF, the undersigned has executed this Note on the day and year
first above written.

                                    CORGENIX UK, LTD.


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


                                    s/ W. G. Fleming
                                  W.G. Fleming


<PAGE>


                                 PROMISSORY NOTE



                                          Place:  Westminster, CO

The Sum of  $ 67,460                                          Date:
October 1, 2001



FOR VALUE RECEIVED, Corgenix Medical Corporation (hereinafter, "CORGENIX" or the
"Company") promises to pay to the order of W. G. Fleming (hereinafter "WGF") in
lawful money of the United States of America, the principal sum of sixty seven
thousand four hundred sixty and 00/100 dollars ($67,460). The following terms
shall apply to this Note.
12.   Repayment.  Payment of  principal  and  interest  shall be made in twelve
      ---------
(12) monthly  installments  according  to the  schedule  attached as Exhibit A,
with  the  first  payment  to be  made  at the  execution  of the  Note by both
parties.

13.   Interest  Rate.  Interest  shall accrue on the  principal  balance at the
      --------------
rate of 8.00% (eight percent) per annum, computed on a monthly basis.

14.   Optional  Prepayment.  The  Company  may prepay  this Note in whole or in
      --------------------
part at any time or from time to time without penalty or additional interest.

15. Event of Default. As used herein the term "Event of Default" shall mean (a)
a failure to make any payment of any amount required to be paid pursuant to this
Note on the date such payment is due under this Note; (b) failure of the Company
after request by WGF to permit the inspection of the Company's Records; (c)
issuance of any injunction or of an attachment or judgment against any property
of the Company which is not discharged within thirty (30) days after issuance;
(d) the insolvency of the Company, or the filing of any bankruptcy,
reorganization, debt arrangement or other proceeding or case against the Company
under any bankruptcy or insolvency law or commencement of any dissolution or
liquidation proceeding against the Company, any of which is either consented to
or acquiesced in by the Company or remains undismissed for sixty (60) days after
the date of entry or the commencement by the Company of a voluntary case under
the federal bankruptcy laws or any state insolvency or similar laws, or the
consent by the Company to the appointment of a receiver, liquidator, assignee,
trustee, custodian or similar official for the Company or any of its, his or her
property, as the case may be, or the Company's making any assignment for the
benefit of creditors or the failure by the Company generally to pay the
Company's debts as they become due; or (e) default in the performance of any
obligation, covenant or agreement contained or referred to herein or in the
Note.

16. Acceleration Upon Event of Default. Upon the occurrence of an Event of
Default, WGF may, at his option, in his sole and absolute discretion and without
notice or demand, declare the entire unpaid balance of principal plus accrued
interest immediately due and payable.

17. Expenses of Collection. Should this Note be referred to an attorney for
collection, whether or not judgment has been confessed or suit has been filed,
the Company shall pay all of WGF's actual costs, fees (including reasonable
attorneys' fees) and expenses resulting from such referral.

18.   Waiver of  Protest.  The Company  hereby  waives  presentment,  notice of
      ------------------
dishonor and protest.

19. Waiver. No failure or delay by the holder hereof to insist upon the strict
performance of any term, provision, or agreement of this Note, or to exercise
any right, power or remedy consequent upon a breach thereof shall constitute a
waiver of any such term, provision or agreement or of any such breach, or
preclude the holder hereof from exercising any such right, power or remedy at
any later time or times. By accepting payment after the due date of any amount
payable under this Note, the holder hereof shall not be deemed to have waived
the right either to require prompt payment when due of all other amounts due
under this Note, or to declare a default hereunder.

20.   Headings.  The section  headings in this Note are for reference only, and
      --------
shall not limit or otherwise affect any of the terms hereof.

21.   Choice  of  Law.  This  Note  is  executed  in  and  shall  be  governed,
      ---------------
construed and enforced in accordance with the laws of the State of Colorado.

22.   Binding  Effect.  This Note shall be  binding  upon the  Company  and its
      ---------------
successors and assigns.

IN WITNESS WHEREOF, the undersigned has executed this Note on the day and year
first above written.

                                    CORGENIX MEDICAL PRODUCTS, INC.


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


                                    s/ W. G. Fleming
                                  W.G. Fleming


<PAGE>


                                WARRANT AGREEMENT

           THIS WARRANT  AGREEMENT (the  "Agreement")  is made this October 11,
2001  between  Corgenix  Medical  Corporation,   a  Nevada  corporation,   (the
"Company" or the "Corporation") and Phillips V. Bradford ("Dr. Bradford").

           In conjunction with a finder's fee agreement (the "Finder's Fee
Agreement") dated April 3, 2001 attached hereto between the Company and Sunrise
Ventures, Inc. ("Sunrise") relating to the participation and assistance of
Sunrise with the Company in conducting a Reg. D Rule 506 private placement (the
"Private Placement"), the Company desires to grant Dr. Bradford a warrant (the
"Warrant") to purchase its Common Stock (hereinafter called the "Stock").

           1. Grant of Warrant. The Company hereby irrevocably grants to Dr.
Bradford a Warrant to purchase all or any part of an aggregate of fifty one
thousand seven hundred fifty (51,750) shares of Stock (hereinafter called the
"Warrant Shares") (such number being subject to adjustment as provided in
Paragraph 7 hereof) on the terms and conditions herein set forth.

           2 Purchase Price. The purchase price of the Stock covered by the
Agreement shall be $0.2105 per share, 120% of the offering price of the Private
Placement. The purchase price of any Stock exercised shall be payable in full in
cash at the time of exercise.

           3. Exercise of Warrant. Subject to the terms and conditions set forth
herein, this Warrant shall be exercisable at any time during a period of five
(5) years from the date of grant. Dr. Bradford shall not have any of the rights
of a stockholder with respect to the Warrant Shares covered by the Warrant
except to the extent that one or more certificates for such shares shall be
delivered to him upon the due exercise of the Warrant.

      4.   Term of Warrant.  The term of the  Warrant  shall be for a period of
           ---------------
five  (5)  years  from the date  hereof,  subject  to  earlier  termination  as
provided in Paragraphs 5 hereof.

      5. Nontransferability. The Warrant shall not be transferable otherwise
than by will or the laws of descent and distribution. Without limiting the
generality of the foregoing, the Warrant may not be assigned, transferred
(except as provided above), pledged, or hypothecated in any way, shall not be
assignable by operation of law, and shall not be subject to execution,
attachment, or similar process. Any attempted assignment, transfer, pledge,
hypothecation, or other disposition of the Warrant contrary to the provisions
hereof, and the levy of any execution, attachment, or similar process upon the
Warrant, shall be null and void and without effect.

      6.   Disclosure  and Risk.  Dr.  Bradford  represents and warrants to the
           --------------------
Company as follows:

           (a) The Warrant Shares will be acquired by Dr. Bradford for his own
account, for investment and not with a view to, or for resale in connection
with, any distribution or public offering thereof within the meaning of the
Securities Act of 1933, as amended (the "Securities Act").

           (b) Dr. Bradford understands that at time of grant and exercise the
Warrant Shares have not been and probably will not have been registered under
the Securities Act by reason of their issuance in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act pursuant
to Section 4(2) thereof, and that they must be held by Dr. Bradford
indefinitely, and that Dr. Bradford must therefore bear the economic risk of
such investment indefinitely, unless a subsequent disposition thereof is
registered under the Securities Act or is exempt from registration.

            (c) As a result of inquiries made by Dr. Bradford and information
   furnished to him by the Company, Dr. Bradford has as of the date of grant
    (and      will have as of the date(s) of exercise) reviewed all information
              necessary to make an informed investment decision.

           (d) Dr. Bradford understands that, under certain conditions,
disposition of the Warrant Shares subject to this Agreement could result in
adverse tax consequences because of failure to meet prescribed holding period
requirements.

      Each certificate representing the Warrant Shares shall be endorsed with
the following legend:

      "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR
HYPOTHECATED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT COVERING SUCH SECURITIES OR (ii) THE CORPORATION RECEIVES AN OPINION OF
COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE CORPORATION,
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT."

      The Company need not register a transfer of any of the Warrant Shares
unless one of the conditions specified in the foregoing legend is satisfied. The
Company may also instruct its transfer agent not to register the transfer of any
of the Warrant Shares unless one of the conditions specified in the foregoing
legend is satisfied.

      The legend endorsed on a certificate pursuant to the foregoing language
and the stop transfer instructions with respect to such Stock, shall be removed
and the Company shall promptly issue a certificate without such legend to the
holder of such Stock if such holder provides the Company with an opinion of
counsel for such holder satisfactory to the Company, to the effect that a public
sale, transfer or assignment of such Stock may be made without registration.

7.    Changes in Capital Structure.
      -----------------------------

(a)                              The following terms used in this Paragraph 7
                                 shall have the meanings set forth below:

                "Person" shall mean an individual, a partnership, a joint
venture, a corporation, an association, a limited liability company, a joint
stock company, a trust, an unincorporated organization and a government entity
or any department, agency or political subdivision thereof.

                "Organic Change" shall mean (i) any consolidation or merger to
which the Company is a party, except for a merger in which the Corporation is
the surviving party and after giving effect to such merger, the holders of the
Company's capital stock (on a fully diluted basis) immediately prior to the
merger will own the Company's capital stock (on a fully diluted basis) having a
majority of the ordinary voting power to elect the Company's board of directors,
and (ii) a sale or transfer in one transaction or a series of related
transactions of 50% or more of the Company's assets (on a consolidated basis) to
another Person.

           (b) Notwithstanding the vesting provisions set forth in Paragraph 3
above, the Company will make appropriate provision to insure that Dr. Bradford
shall be entitled to exercise this Warrant prior to the consummation of any
Organic Change. If Dr. Bradford elects not to exercise the Warrant as provided
in this Paragraph 7(b), this Warrant will automatically terminate and be of no
further force or effect upon the effective date of such Organic Change.

           (c) Appropriate adjustment shall be made in the maximum number of
shares of Stock subject to this Warrant and in the number, kind, and option
price of shares covered by this Warrant to the extent it is outstanding to give
effect to any stock dividends, stock splits, stock combinations,
recapitalizations and other similar changes in the capital structure of the
Company after the grant of this Warrant.

      8. Method of Exercising Warrant. Subject to the terms and conditions of
this Agreement, the Warrant may be exercised by written notice to the Company,
at its principal office. Such notice shall state the election to exercise the
Warrant and the number of shares in respect of which it is being exercised, and
shall be signed by the person or persons so exercising the Warrant. Such notice
shall be accompanied by payment of the full purchase price of such shares, and
the Company shall deliver a certificate or certificates representing such shares
as soon as practicable after the notice shall be received. Payment of such
purchase price shall be made by check payable to the order of the Company. The
certificate or certificates for the shares as to which the Warrant shall have
been so exercised shall be registered in the name of the person or persons so
exercising the Warrant and shall be delivered to or upon the written order of
the person or persons exercising the Warrant.

        In the event the Warrant shall be exercised, pursuant to Paragraph 5
 hereof, by any person or persons other than Dr. Bradford such notice shall be
  accompanied by appropriate proof of the right of such person or persons to
  exercise the Warrant. All shares that shall be purchased upon the exercise
   of the Warrant as provided herein shall be fully paid and nonassessable.

      9. General. The Company shall at all times during the term of the Warrant
reserve and keep available such number of shares of Stock as will be sufficient
to satisfy the requirements of this Agreement, shall pay all original issue and
transfer taxes with respect to the issue and transfer of shares pursuant hereto
and all other fees and expenses necessarily incurred by the Company in
connection therewith, and will from time to time use its best efforts to comply
with all laws and regulations which, in the opinion of counsel for the Company,
shall be applicable thereto.

      10. Subsidiary. As used herein, the term "subsidiary" or "parent" shall
mean any present or future corporation which would be a "subsidiary corporation"
or "parent corporation" of the Company, as that term is defined in Section 422
of the Internal Revenue Code of 1986.

      IN WITNESS WHEREOF, the Company has caused this Warrant Agreement to be
duly executed by its officers thereunto duly authorized, and Dr. Bradford has
executed this Agreement, all as of the day and year first above written.

                                          Corgenix Medical Corporation


                                    By    _________________________
                                          -------------------------
                                               Douglass T. Simpson, President


                                               _________________________
------------------------------------------     -------------------------
                                               Phillips V. Bradford




<PAGE>


                                WARRANT AGREEMENT

           THIS WARRANT  AGREEMENT (the  "Agreement")  is made this October 11,
2001  between  Corgenix  Medical  Corporation,   a  Nevada  corporation,   (the
"Company" or the "Corporation") and Charles F. Ferris ("Dr. Ferris").

           In conjunction with a finder's fee agreement (the "Finder's Fee
Agreement") dated April 3, 2001 attached hereto between the Company and Sunrise
Ventures, Inc. ("Sunrise") relating to the participation and assistance of
Sunrise with the Company in conducting a Reg. D Rule 506 private placement (the
"Private Placement"), the Company desires to grant Dr. Ferris a warrant (the
"Warrant") to purchase its Common Stock (hereinafter called the "Stock").

           1. Grant of Warrant. The Company hereby irrevocably grants to Dr.
Ferris a Warrant to purchase all or any part of an aggregate of fifty one
thousand seven hundred fifty (51,750) shares of Stock (hereinafter called the
"Warrant Shares") (such number being subject to adjustment as provided in
Paragraph 7 hereof) on the terms and conditions herein set forth.

           2 Purchase Price. The purchase price of the Stock covered by the
Agreement shall be $0.2105 per share, 120% of the offering price of the Private
Placement. The purchase price of any Stock exercised shall be payable in full in
cash at the time of exercise.

           3. Exercise of Warrant. Subject to the terms and conditions set forth
herein, this Warrant shall be exercisable at any time during a period of five
(5) years from the date of grant. Dr. Ferris shall not have any of the rights of
a stockholder with respect to the Warrant Shares covered by the Warrant except
to the extent that one or more certificates for such shares shall be delivered
to him upon the due exercise of the Warrant.

      4.   Term of Warrant.  The term of the  Warrant  shall be for a period of
           ---------------
five  (5)  years  from the date  hereof,  subject  to  earlier  termination  as
provided in Paragraphs 5 hereof.

      5. Nontransferability. The Warrant shall not be transferable otherwise
than by will or the laws of descent and distribution. Without limiting the
generality of the foregoing, the Warrant may not be assigned, transferred
(except as provided above), pledged, or hypothecated in any way, shall not be
assignable by operation of law, and shall not be subject to execution,
attachment, or similar process. Any attempted assignment, transfer, pledge,
hypothecation, or other disposition of the Warrant contrary to the provisions
hereof, and the levy of any execution, attachment, or similar process upon the
Warrant, shall be null and void and without effect.

      6.   Disclosure  and Risk.  Dr.  Ferris  represents  and  warrants to the
           --------------------
Company as follows:

           (a) The Warrant Shares will be acquired by Dr. Ferris for his own
account, for investment and not with a view to, or for resale in connection
with, any distribution or public offering thereof within the meaning of the
Securities Act of 1933, as amended (the "Securities Act").

           (b) Dr. Ferris understands that at time of grant and exercise the
Warrant Shares have not been and probably will not have been registered under
the Securities Act by reason of their issuance in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act pursuant
to Section 4(2) thereof, and that they must be held by Dr. Ferris indefinitely,
and that Dr. Ferris must therefore bear the economic risk of such investment
indefinitely, unless a subsequent disposition thereof is registered under the
Securities Act or is exempt from registration.

             (c) As a result of inquiries made by Dr. Ferris and information
 furnished to him by the Company, Dr. Ferris has as of the date of grant (and
  will             have as of the date(s) of exercise) reviewed all information
                   necessary to make an informed investment decision.

           (d) Dr. Ferris understands that, under certain conditions,
disposition of the Warrant Shares subject to this Agreement could result in
adverse tax consequences because of failure to meet prescribed holding period
requirements.

      Each certificate representing the Warrant Shares shall be endorsed with
the following legend:

      "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR
HYPOTHECATED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT COVERING SUCH SECURITIES OR (ii) THE CORPORATION RECEIVES AN OPINION OF
COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE CORPORATION,
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT."

      The Company need not register a transfer of any of the Warrant Shares
unless one of the conditions specified in the foregoing legend is satisfied. The
Company may also instruct its transfer agent not to register the transfer of any
of the Warrant Shares unless one of the conditions specified in the foregoing
legend is satisfied.

      The legend endorsed on a certificate pursuant to the foregoing language
and the stop transfer instructions with respect to such Stock, shall be removed
and the Company shall promptly issue a certificate without such legend to the
holder of such Stock if such holder provides the Company with an opinion of
counsel for such holder satisfactory to the Company, to the effect that a public
sale, transfer or assignment of such Stock may be made without registration.

8.    Changes in Capital Structure.
      -----------------------------

(b)                              The following terms used in this Paragraph 7
                                 shall have the meanings set forth below:

                "Person" shall mean an individual, a partnership, a joint
venture, a corporation, an association, a limited liability company, a joint
stock company, a trust, an unincorporated organization and a government entity
or any department, agency or political subdivision thereof.

                "Organic Change" shall mean (i) any consolidation or merger to
which the Company is a party, except for a merger in which the Corporation is
the surviving party and after giving effect to such merger, the holders of the
Company's capital stock (on a fully diluted basis) immediately prior to the
merger will own the Company's capital stock (on a fully diluted basis) having a
majority of the ordinary voting power to elect the Company's board of directors,
and (ii) a sale or transfer in one transaction or a series of related
transactions of 50% or more of the Company's assets (on a consolidated basis) to
another Person.

           (b) Notwithstanding the vesting provisions set forth in Paragraph 3
above, the Company will make appropriate provision to insure that Dr. Ferris
shall be entitled to exercise this Warrant prior to the consummation of any
Organic Change. If Dr. Ferris elects not to exercise the Warrant as provided in
this Paragraph 7(b), this Warrant will automatically terminate and be of no
further force or effect upon the effective date of such Organic Change.

           (c) Appropriate adjustment shall be made in the maximum number of
shares of Stock subject to this Warrant and in the number, kind, and option
price of shares covered by this Warrant to the extent it is outstanding to give
effect to any stock dividends, stock splits, stock combinations,
recapitalizations and other similar changes in the capital structure of the
Company after the grant of this Warrant.

      8. Method of Exercising Warrant. Subject to the terms and conditions of
this Agreement, the Warrant may be exercised by written notice to the Company,
at its principal office. Such notice shall state the election to exercise the
Warrant and the number of shares in respect of which it is being exercised, and
shall be signed by the person or persons so exercising the Warrant. Such notice
shall be accompanied by payment of the full purchase price of such shares, and
the Company shall deliver a certificate or certificates representing such shares
as soon as practicable after the notice shall be received. Payment of such
purchase price shall be made by check payable to the order of the Company. The
certificate or certificates for the shares as to which the Warrant shall have
been so exercised shall be registered in the name of the person or persons so
exercising the Warrant and shall be delivered to or upon the written order of
the person or persons exercising the Warrant.

        In the event the Warrant shall be exercised, pursuant to Paragraph 5
  hereof, by any person or persons other than Dr. Ferris such notice shall be
  accompanied by appropriate proof of the right of such person or persons to
  exercise the Warrant. All shares that shall be purchased upon the exercise
   of the Warrant as provided herein shall be fully paid and nonassessable.

      9. General. The Company shall at all times during the term of the Warrant
reserve and keep available such number of shares of Stock as will be sufficient
to satisfy the requirements of this Agreement, shall pay all original issue and
transfer taxes with respect to the issue and transfer of shares pursuant hereto
and all other fees and expenses necessarily incurred by the Company in
connection therewith, and will from time to time use its best efforts to comply
with all laws and regulations which, in the opinion of counsel for the Company,
shall be applicable thereto.

      10. Subsidiary. As used herein, the term "subsidiary" or "parent" shall
mean any present or future corporation which would be a "subsidiary corporation"
or "parent corporation" of the Company, as that term is defined in Section 422
of the Internal Revenue Code of 1986.

      IN WITNESS WHEREOF, the Company has caused this Warrant Agreement to be
duly executed by its officers thereunto duly authorized, and Dr. Ferris has
executed this Agreement, all as of the day and year first above written.

                                          Corgenix Medical Corporation


                                    By    _________________________
                                          -------------------------
                                               Douglass T. Simpson, President


                                               _________________________
------------------------------------------     -------------------------
                                               Charles F. Ferris




<PAGE>


                                   DATED 2001







                     MR G V CALLEN & MR A G PIRMOHAMED (1)



                                       and



                            CORGENIX UK LIMITED (2)





                                   Counterpart
                                   UNDERLEASE


                                   Relating to
                            75 Broadway Peterborough










                                   Greenwoods
                                Monkstone House,
                                   City Road,
                                  Peterborough,
                                     PE11JE


                                      (LAP)



<PAGE>


 THIS           UNDERLEASE           is          made          the          day
of                                   2001
 BETWEEN (1) GEOFFREY VERNON CALLEN of 24 Dry Leys Orton Longueville
Peterborough and AMIR GULAMHUSSEIN PIRMOHAMED of 67 Lincoln Road Peterborough
("the Landlord") and (2) CORGENIX UK LIMITED (Company No 367445) whose
registered office is at 8 Little Whyte Ramsey Huntingdon PE26 1DS ("the Tenant")

WITNESSETH as follows:-
                                                                  Interpretation


1.         IN this Underlease and in the Schedules hereto:-

           1(1) Words importing one gender shall include all other genders and
           words importing the singular shall include the plural and vice versa
      1(2) The headings to the clauses hereof and to the Schedules hereto shall
be deemed not to form any part hereof and shall not affect the interpretation
hereof in any way.
      1(3) Where the Tenant consists of two or more persons all covenants and
agreements by and with the Tenant shall be construed as covenants and agreements
by and with such persons jointly and severally
      1(4) Where the context so requires or admits the following words and
expressions shall have the following meanings:- (a) "the Landlord" shall include
the estate owner or owners for the time
                being  of the  reversion  immediately  expectant  on  the  term
                hereby granted
(b) "the Tenant" shall include the Tenants successors in title (c) "the demised
premises" shall mean the premises described in the First
                Schedule hereto
(d) "the term" shall mean the term of years created by this Underlease (e) "the
Permitted User" shall mean:- offices within Class Bl of the Town
                and Country Planning (Use Classes) Order 1987 (f) "the insured
risks" means fire lightning explosion earthquake aircraft
                and devices dropped therefrom riot and civil commotion
                subsidence and heave and such other risks as the Landlord may
                require (including provision for the cost of demolition removal
                of debris temporary works and professional fees and provision
                for escalation of the amount of the costs of rebuilding or
                reinstating the demised premises between the date of destruction
                or damage and the date of rebuilding or reinstating the same
                together with if rent for such period (being not less than two
                years)as the Landlord may reasonably require having regard to
                the likely period required for reinstatement in the event of
                partial or total destruction
(g)   "the  Headlease"  means the superior lease under which the Landlord holds
                the  demised  premises  dated 28th July 1986 made  between  (1)
                Paten & Co.  (Peterborough)  Limited  now  known  as Paten & Co
                Limited ("the Superior Landlord') and (2) The Landlord
(h)    "the Superior Landlord" shall include its successors in title
      1(5) References  to any  right  of the  Landlord  to have  access  to the
demised premises shall be construed as extending to the Superior Landlord to all
persons authorised by the Landlord and the Superior Landlord (including agents
professional advisers contractors workmen and others)
      1(6) Whenever the consent or approval of the Landlord is required or
           requested in relation to this underlease such provisions shall also
           be construed as requiring the consent or approval of the Superior
           Landlord

                                                                Demise and Rents


2.    IN  consideration  of the rents and covenants and conditions  hereinafter
      reserved   and   contained   and  on  the  part  of  the   Tenant  to  be
      paid      performed     and     observed     the     Landlord      HEREBY
      DEMISES  unto the  Tenant ALL THAT the  demised  premises  together  with
      fixtures    and    fittings     EXCEPT    and    RESERVING    unto    the
      Landlord  and  the   successors  in  title  of  the  Landlord  and  their
      respective      lessees     tenants     agents     servants     licensees
      and     other     persons     claiming     through     or    under    the
      Landlord and all other  persons who now have or may hereafter be entitled
      to   or   are   granted   by   the   Landlord   a   similar    right   or
      rights    the    easements     rights    and     privileges     specified
      in  the  Second  Schedule  hereto  and  subject  to  the  exceptions  and
      reservations  contained in the Schedule to the Headlease TO HOLD the same
      unto     the     Tenant     from     the    29    day    of     September
      2001    for   a    term    expiring    on    25    July    2006    PAYING
      THEREFOR  throughout the said term and so in proportion for any less time
      than a year first the yearly rent of Twelve thousand pounds((pound)12,000)
      by four equal  quarterly  payments in advance on the usual  quarter  days
      in every year without deduction  whatsoever by way of Standing Order and
      the first  payment of rent under this Lease in respect of the period from
      the date hereof to the next ensuing  quarter day being made on the execu-
      tion hereof  AND PAYING by way of  additional  rent  during the term
      SECONDLY such sum as the  Landlord  shall  from  time to time pay to the
      Superior Landlord  under  the  provisions  of the  Headlease  by  way of
      premiums (including  any  increased  premium  payable in  respect  of the
      Demised Premises  by reason of any act or  omission  of the  Tenant)  paid
      by the Superior   Landlord  for  keeping  the  building   insured  in  the
      full reinstatement  value thereof  against loss or damage by the insured
      risks such  additional rent to be paid without any deduction on the
      quarter day for payment of rent next ensuing after the expenditure
      thereof  PROVIDED ALWAYS that in the event of the said rents or any part
      thereof  being in arrear for  fourteen  days whether  lawfully  demanded
      or not the Tenants shall pay interest  calculated on a daily basis with
      quarterly  rests at the rate of four cent per annum  above  Lloyds TSB
      Bank plc base rate for the time being in force on the amount in arrear
      from the day on which it became  payable  until the day  payment  is made
      and to be payable to the Landlord on demand  without  prejudice  to any
      other  rights the Landlord may enjoy and the  aggregate  amount for the
      time being so payable shall at the  option of the  Landlord  be
      recoverable  by action or as rent in arrears

                                                               Tenants Covenants


3.    THE Tenant HEREBY COVENANTS with the Landlord as follows:-
                                                                            Rent


      3(l) To pay the rents  hereby  reserved  and any  interest  on arrears of
rent   as    hereinbefore    provided    on   the    days    and   in    manner
aforesaid without any                       deduction whatsoever
                                                                   Rates & Taxes


      3(2) To bear pay and discharge all existing and future rates taxes levies
assessments duties outgoings charges and impositions whatsoever (whether imposed
by statute or otherwise and whether of a national or local character) now or at
any time or times during the said term assessed imposed or charged on a
disposition of any interest in reversion to this lease and such as are by law
payable by the owner notwithstanding any contract to the contrary) or in respect
of any development or any realisation of development value in respect thereof or
of any part thereof arising from any act commission or omission whatsoever of
the tenant or any party under the control of or on behalf of the tenant and
whether payable by the landlord or tenant or by the owner or occupier thereof
V.A.T.
      3 (3)To pay to the landlord or (as the case may be) to its solicitors
surveyors or other agents to whom any payment is due under the covenants
agreements and provisions herein contained or implied which is a payment whereon
Value Added Tax or other similar fiscal charge is chargeable in respect of the
payment at the rate applicable to that payment provided always that the Landlord
will take all necessary steps to recover such tax from the appropriate authority
whether by claim or off-setting so far as it is able so to do Gas Electricity
and Water Charges
      3(4) To pay for all gas and electricity and water consumed on or by the
demised premises and all telephone charges and to observe and perform at the
tenants expense all present and future regulations and requirements of the gas
and electricity and water supply authorities and British Telecom concerning the
demised premises and to keep the landlord indemnified in respect thereof
           Repair
      3(5) At all times during the said term to keep and maintain the whole of
the demised premises except structural walls and roof but including (without
prejudice to the generality hereof) all fixtures and additions thereto water and
sanitary apparatus sewers drains pipes pathways passageways fences boundary
walls easements and appurtenances thereof in good and substantial repair and
condition (damage by any of the insured risks excepted provided such policy or
policies of insurance shall not have become vitiated or payment of the policy
monies refused in whole or in part in consequence of some act neglect or default
of the tenant or its servants)
 Yield Up
      3(6) At the expiration or sooner determination of the said term quietly to
yield up to the Landlord the demised premises duly painted repaired cleaned
maintained amended and kept in accordance with the covenants in that behalf
herein contained provided however that the Tenant may prior to the date of such
expiration or determination remove all the Tenants fixtures making good
nevertheless at the expense of the Tenant and to the reasonable satisfaction of
the Landlord any damage to the demised premises caused by such removal and shall
remove all the Tenants furniture fittings papers and refuse and so that the
Landlord may treat as abandoned by the Tenant and may arrange for the removal
and destruction of any such fixtures and other items not removed by the Tenant
prior to the said expiration or determination and the cost of such removal and
destruction shall be paid by the Tenant to the Landlord on demand AND PROVIDED
that if the Tenant shall fail to comply prior to the expiration of the term with
a dilapidation notice served by the Landlord at the Tenant's request (such
request by the Tenant to be made in writing not less than 5 months prior to the
expiration of the term and in the event of such a request being made the
Landlord's dilapidation notice then to be served not less than two months prior
to the expiration of the term) or if the Tenant (not having so requested the
Landlord to serve a dilapidation notice as aforesaid) shall fail to leave the
demised premises in such condition as aforesaid then and in either of such cases
the landlord may do or effect all such repairs renovations and decorations for
which the Tenant shall be liable hereunder and the cost thereof shall be paid by
the Tenant to the Landlord on demand Fire Fighting Equipment
             3(7)    To keep the demised  premises  sufficiently  supplied  and
           equipped with fire
                           fighting and extinguishing apparatus and appliances
   which shall be open to the inspection and maintained to the reasonable
   satisfaction of the landlord and of the local fire authority and also not to
   obstruct the access to or means of working of such apparatus and appliances
                                                               Entry for Repairs


                 3(8) To permit the Landlord and any person authorised by it by
   prior written appointment (except in emergency) to enter upon the demised
   premises at all reasonable hours during the daytime to view the state and
   condition and user of the same and the fixtures and fittings therein and of
   all defects decays and wants of reparation there found for which the tenant
   shall be responsible hereunder to give notice in writing to the tenant and
   within a period of two months next after a notice relating to decorative
   works or defects and a period of three months next after a notice relating to
   any other defects decays or wants of reparation (or immediately in case of
   need) to commence to repair and diligently to proceed well and proceed well
   and substantially to make good all such defects decays and wants of
   reparation to the demised premises and the fixtures and fittings therein for
   which the Tenant is liable hereunder PROVIDED ALWAYS that if the Tenant shall
   make default in the execution of the repairs and works referred to in such
   notice it shall be lawful for the Landlord and any persons authorised by the
   Landlord (but without prejudice to the right of re-entry hereinafter
   contained) to enter upon the demised premises and execute such repairs and
   works and the cost thereof (including any surveyors or other fees properly
   and reasonably incurred) shall be repaid by the Tenant to the Landlord on
   demand Taking Inventories
                 3(9) To permit the Landlord and any person authorised by the
   Landlord to enter upon the demised premises at all reasonable hours during
   the daytime and subject to reasonable prior written notice to take schedules
   or inventories of fixtures and fittings and things to be yielded up at the
   determination of the said term
 Acts of Parliament
                 3(10) To observe and comply with the provisions and
   requirements of every enactment (which expression in this lease includes as
   well every Act of Parliament already or hereafter to be passed as every order
   regulation and byelaw already or hereafter to be passed as every order or in
   pursuance of any such Act and every order and regulation made or to be made
   thereunder) so far as they relate to or affect the demised premises and
   maintain so far as aforesaid all arrangements which by or under any enactment
   or bye-law are or may be required at any time during the said term to be
   executed provided or maintained whether by the Landlord or the Tenant and to
   indemnify the Landlord at all times against all costs charges and expenses of
   or incidental to the execution of any works or the provision or maintenance
   of any arrangement so required as aforesaid and not at any time during the
   said term to do or omit or suffer to be done or omitted in or about the
   demised premises any act or thing by reason of which the Landlord may under
   any enactment incur or have imposed upon it or become liable to pay any
   penalty damages compensation costs charges or expenses Planning Acts
                 3(11) To comply in all respects during the currency of this
   lease with the provisions and requirements of the Planning Acts (which
   expression in this lease means the Town and Country Planning Act 1990 or any
   statutory modifications or re-enactment thereof for the time being in force
   and any regulations or orders made thereunder) and all licences consents
   permissions and conditions (if any) granted or imposed thereunder or under
   any enactment repealed thereby so far as the same respectively relate to or
   affect the demised premises or any part thereof or any operations works acts
   or things hereafter to be carried out executed done or omitted thereon or the
   use thereof for any purpose and to pay any development charge or other charge
   imposed in respect of any such matter arising from any act commission or
   omission whatsoever of the tenant or any party under the control of or on
   behalf of the tenant and indemnify the landlord against all proceedings
   expenses claims and demands in respect of any contravention by the tenant of
   any provision of the said Acts
                3(12) Not to do or permit anything to be done on or in relation
   to the demised premises by reason of which the Landlord may under any
   enactment whatever become liable to pay any penalty damages costs
   compensation charge levy tax or other monies and in any event
(a)   subject only to any statutory requirements to the contrary pay and
                satisfy any charge levy tax or other monies which may now or
                hereafter be imposed whether on the landlord or the tenant
                under any such enactment in respect of any development or
                alteration or any charge or continuation of use of other like
                matter relating to the demised premises which shall occur
                during the said term and which arises from any act commission
                or  omission whatsoever of the tenant or any party under the
                control of or on behalf of the tenant
(b)   if and whenever by reason of anything done upon or use made of the
                demised premises or any part thereof by the tenant or party
                under the control of or on behalf of the tenant during the
                said term of the landlord shall be required to pay any money
                by reason of any enactment the tenant shall as from the date
                such payment and throughout the residue of the said term until
                reimbursement by the tenant to the landlord of the said money
                pay to the landlord yearly and so in proportion for any less
                time than a year and by way of additional rent a sum equal to
                four pounds per centum per annum over Lloyds TSB Bank plc base
                lending rate from time to time  of the sum so paid
                PROVIDED THAT nothing herein contained shall prohibit the use
                of the demised premises by the tenant for the purposes hereby
                authorised
                                                               Copies of Notices


      3(13)Within fourteen days of the receipt by the Tenant of the same to
   supply a copy to the landlord of any notice order or proposal for a notice or
   order or licence consent permission direction given or made under any
   enactment and any regulations orders and instruments made hereunder and
   relating to the demised premises And to permit the landlord and all persons
   authorised by it at all reasonable times to enter upon the demised premises
   to inspect the same for any purpose in connection with any such notice order
   proposal licence consent permission or direction
                                   Join with the landlord in making appeals etc
                                   --------------------------------------------


      3(14)At the request of the landlord and at the cost of the Landlord to
make or join with the landlord in making any objection representation or appeal
in respect of any such notice order proposal or direction as aforesaid or any
refusal of or condition imposed under any such licence consent permission as
aforesaid as long as the same shall not be contrary to the best interests of the
tenant No application for planning permission without consent
      3(15)Not to make or suffer to be made any application for any consent or
permission to carry out or commence any development (within the meaning of the
Planning Acts) on or by reference to the demised premises without the consent in
writing of the landlord such consent not to be unreasonably withheld or delayed
Purchase notice
      3(16)Not to serve any purchase notice under the Planning Acts requiring
any local authority to purchase the tenants interest in the demised premises or
any part thereof without first offering to surrender this lease to the landlord
at the price that might reasonably be expected to be obtained from the local
authority pursuant to such a purchase notice such price in the absence of
agreement between the parties to be referred to the decision of an independent
surveyor nominated by the President of the Royal Institution of Chartered
Surveyors whose decision shall be final and binding upon the parties and who
shall act as an expert and not an arbitrator Assignment and underletting
           3(17) (a) Not to assign charge or part with possession or occupation
                whether by licence management or otherwise of part or parts only
                of the demised premises (the same being hereby expressly
                prohibited)
           (b)  Not to assign charge underlet or part with possession of the
                whole of the demised premises without first having obtained the
                Landlord's written licence which shall not (subject as
                hereinafter provided) be unreasonably withheld or delayed in the
                case of a responsible respectable and financially sound assignee
                charges or underlessee PROVIDED THAT in any event the any tenant
                who transfers the whole of the demised premises is to give the
                Landlord a written guarantee in the terms set out in the Third
                Schedule and also subject if the Landlord shall reasonably
                require in the case of an assignee or sub-underlessee which
                shall be a limited company other than a company whose shares are
                quoted on a recognised stock exchange in the United Kingdom and
                incorporated and resident and having its main place of business
                in the United Kingdom to not less than two respectable and
                responsible and financially able guarantors entering into a
                direct covenant with the Landlord for the observance and
                performance of the covenants on the part of the Tenant herein
                contained throughout the said term
(c)   on the grant of any  sub-underlease to obtain an unqualified  covenant on
                the part of the sub-underlessee  which shall be enforced by the
                Tenant  not at any time to  assign  sub-underlet  or part  with
                possession of part only of the demised  premises or without the
                Landlord and the Tenants prior  consent to assign  sub-underlet
                charge or part  with  possession  of the  whole of the  demised
                premises    such    covenants    to   be    subject    to   the
                same          matters          as          provided          in
                sub-paragraph (b) of this sub-clause
(d)   Not to sub-underlet any part of the demised premises
(e)   Within  one  month   after  any   charge  or   mortgage   or   assignment
                or  sub-underletting  of the demised premises or any devolution
                of  any  interest   therein   whether   immediate   mediate  or
                derivative  to give notice  thereof in writing to the  landlord
                or its  solicitors  and to produce to them a certified  copy of
                the assignment  transfer charge or other instrument under which
                the same  arises and pay a  reasonable  fee (plus  Value  Added
                Tax) for registration thereof by the landlords solicitors
  User
      3(18)(a) To use  and  occupy  the  demised  premises  for  the  Permitted
User
           (b) Not to use or  allow  or  permit  the  demised  premises  or any
                part thereof   to be used
(i)   for  residential  or  sleeping  purposes  nor for any  illegal or immoral
                     purposes
(ii) for any noisome offensive or dangerous business or occupation (iii) as
office for any political party trade union society or similar
                     organisation affiliated thereto or any agent therefor
(iv)  as a betting  office or an office  for the  distribution  to the  general
                     public of Social Security or other benefits
(v)                  in any way which may tend to become an annoyance nuisance
                     disturbance or inconvenience to or prejudice the Landlord
                     or the Lessees owners or occupiers of any premises
                     adjoining or near the demised premises
(a)               Not to use or allow to be used the parking areas forming part
                  of the demised premises for the repair washing or maintenance
                  of motor vehicles and not to store thereon any petrol oil or
                  similar inflammable substances (other than petrol and oil in
                  the tanks of vehicles using the same)
Alterations
      3(19)Not at any time during the said term to damage interfere with or make
any addition to or alteration in the demised premises or any party walls or any
service conduit duct apparatus or installations therein without the prior
written consent of the Landlord (such consent not to be unreasonably withheld or
delayed) Provided that such consent shall not be required for carrying out
internal non-structural alterations to the demised premises or erecting or
removing from time to time such temporary partitioning as may be necessary for
the reasonable occupation of the demised premises or from carrying out
associated works on the service conduits ducts apparatus or installations
PROVIDED ALWAYS that at the expiration or sooner determination of this Lease the
Tenant shall at the request of the Landlord dismantle and remove all such
partitioning and internal alterations and make good all damage caused
                                                                  Advertisements


      3(20)Other than the name of the occupying Company or firm or other than in
respect of signage normally associated with the business of the occupying
Company or firm not to exhibit affix or to display or permit or suffer to be
exhibited affixed to or displayed on or from the exterior of the demised
premises or on the external walls or fences or on the forecourt in front of the
demised premises any signboard fascia placard lettering notice price label blind
flag pennant sky-signor any advertisement of any kind whatsoever except such as
shall have been previously approved in writing by the Landlord and in default
the Landlord may enter and remove the same at the Tenant Is sole cost and in the
event of any such approval being given to observe the terms thereof and at the
expiry or sooner termination of the said term to remove every such thing so
approved and make good the demised premises
 Floor Loading
       3(21) Not to place or suspend or suffer to be placed or suspended any
object of excessive weight on or from the floors ceilings or walls or structure
of the demised premises nor without the Landlords previous written consent which
shall not be unreasonably withheld or delayed to set up or permit to be set up
on any part of the demised premises any steam gas or electric or other boiler
engine machine or mechanical contrivance PROVIDED THAT no such consent shall be
required for the installation of normal office machinery and equipment Insurance
Insurance
      3(22)   (a)    Not  to do  or  allow  to be  done  in or on  the  demised
                premises   anything   whereby  the  insurance  of  the  demised
                premises   against  the  insured   risks  may  be  vitiated  or
                prejudiced  nor without the consent of the Landlord which shall
                not be unreasonably  withheld or delayed do or allow to be done
                anything whereby any additional  premium may become payable for
                the  insurance of the demised  premises or of any  adjoining or
                neighbouring  premises  and  in  the  event  of  any  Landlords
                insurance  policy for the demised  premises  being  vitiated in
                consequence  of any action or  omission  of the Tenant duly and
                effectually to indemnify the Landlord  against all costs claims
                proceedings  or losses  resulting  from any damage or injury to
                the demised  premises  or any part  thereof in respect of which
                compensation  is not forthcoming  from the Landlords  insurance
                company  and against  all costs of any  increase or  additional
                premiums incurred by the Landlord
           (b)  To notify the Landlord as soon as practicable of any damage to
                or destruction of the demised premises or any part thereof
                occasioned by the occurrence of any of the insured risks
           (c)  In the event of the demised premises or any part thereof being
                damaged or destroyed by any of the insured risks at any time
                during the said term and the insurance money under any insurance
                effected thereon by the Landlord or the Tenant being wholly or
                partially irrecoverable by reason of any wilful act or default
                of the Tenant then and in every such case the Tenant will
                forthwith (in addition to the said rents) pay to the Landlord
                the whole (or as the case may require) a fair proportion of the
                cost of rebuilding and reinstating the same any dispute as to
                the proportion to be so contributed by the Tenant or otherwise
                in respect of or arising out of this provision to be referred to
                arbitration in accordance with the provisions of the Arbitration
                Act 1996 or any statutory modification or re-enactment thereof
                for the time being in force
  Auctions
        3(23) Not at any time during the said term to hold or permit any sale by
auction to be held upon the demised premises or any part thereof without the
written consent of the Landlord for that purpose first obtained
 Fire Regulation
      3(24)   (a)    Not to stop up darken or  obstruct or suffer to be stopped
                up  darkened  or  obstructed  any  windows  or  other  openings
                belonging   to  the   demised   premises   nor  to  permit  any
                encroachment  or easement to be made or acquired on or over the
                demised  premises and that in case any encroachment or easement
                shall be made or acquired or  attempted  to be made or acquired
                the Tenant will give  immediate  notice thereof to the Landlord
                and at the request and joint cost with the Landlord  will adopt
                such means as may be  reasonably  required or deemed proper for
                preventing  any such  encroachment  or the  acquisition  of any
                such easement
           (b)  To keep the exterior parts of the demised premises including in
                particular the car parking area forming part of the demised
                premises neat and tidy and not to bring upon nor allow to remain
                upon any exterior part of the demised premises any goods
                (whether for sale or otherwise) packaging or packing cases waste
                trade empties or any materials or other things of any kind
 Let or Sale Boards
      3(25)To permit the  Landlord  and any persons  authorised  by it to enter
upon the
                           demised premises upon giving prior written notice
   and affix and retain without interference upon some part or parts thereof(but
   not so as to obstruct the access of light and air to the demised premises)
   notices during the last 6 months of the said term for re-letting or at any
   time for selling the reversion in the same so long as such notice shall
   clearly state the reversion only is referred to and to permit all persons
   with authority from the Landlord at all reasonable hours during the daytime
   on notice given to enter and view the demised premises
 Prevention of Damage by Effluent etc Discharge
       3(26)    (a) Not to permit but to make sure measures as may be necessary
                to ensure that any effluent discharged from the demised premises
                into the drains or sewers which belong to or are used for the
                demised premises whether or not in common with other premises
                will not be corrosive or in any way harmful to the said drains
                or sewers or cause any obstruction or deposit therein and to
                keep all pipes watercourses gullies and drains belonging to the
                demised premises properly flushed cleansed and free from
                obstruction and if any such obstruction shall occur forthwith to
                remove the same and make good any damage caused thereby whether
                to the structure of the demised premises or otherwise and to
                indemnify the Landlord against any claims arising from damage
                caused by such obstruction to adjoining or neighbouring premises
(b)             Not to discharge or allow to be discharged from the demised
                premises any fluid or anything of a poisonous or noxious nature
                of a kind that might or does in fact contaminate or pollute the
                air or water and to indemnify the Landlord against any claims
                arising from damage caused by such contamination or pollution
(c)   To take  at all  times  throughout  the  said  term  all  such  steps  as
                are       necessary       and       proper      to      prevent
                the         emanation          from         the         demised
                premises of noise fumes heat or excessive vibration  especially
                but not  only  where  such  emanation  will or  might be to the
                detriment  of the  Landlord or any other owners or occupiers of
                the adjoining or nearby lands
                                                                 Cost of Notices


      3(27)To pay all costs charges and expenses (including reasonable and
proper solicitors costs and surveyors fees) properly and reasonably incurred by
the Landlord for the purpose or in contemplation of or incidental to the
preparation and service of a notice under Section 146 or 147 of the Law of
Property Act 1925 requiring the Tenant to remedy a breach of any of the
covenants herein contained notwithstanding forfeiture for such breach shall be
avoided otherwise than be relief granted by the court or for the purpose or in
contemplation of or incidental to the preparation and service of schedules of
dilapidations or notice under the foregoing provisions of this clause during the
said term or following the determination thereof Cost of Licences
      3(28)To pay the proper and reasonable legal charges and surveyors fees of
the Landlord including the Stamp Duty on the licences and counterparts resulting
from all applications by the Tenant for any consent of the Landlord required by
this Lease and also the proper and reasonable legal charges and surveyors fees
actually incurred by the Landlord in cases where consent is refused or the
application is withdrawn] Observe Headlease
      3(29)To perform and observe all the covenants on the part of the tenant
contained in the Headlease so far as they relate to the demised premises and are
not expressly assumed by the Landlord in this lease Indemnity for Breach of
Headlease
      3(30)To indemnify and keep indemnified the Landlord against all damage
damages losses costs expenses actions demands proceedings claims and liabilities
made against or suffered or incurred by the Landlord arising directly or
indirectly out of any breach by the Tenant of the immediately preceding covenant
Permit Access to Landlord
      3(31)To permit the Landlord to enter upon the demised premises for any
purpose that in the opinion of the Landlord is necessary to enable it to comply
with the covenants on its part contained in the Headlease notwithstanding that
the obligation to comply with such covenants may be imposed on the Tenant by
this Lease

Landlords Covenants
4.    THE Landlord HEREBY COVENANTS with the Tenant as follows:-
                                 Quiet Enjoyment
       (1)  That the Tenant paying the rents hereby reserved and observing and
            performing the Tenants covenants hereinbefore contained shall and
            may peaceably hold and enjoy the demised premises during the said
               term without any interruption or disturbance from or by the
            Landlord or any person lawfully claiming through under or in trust
                                          for it
                                                               Observe Headlease


(2)   To pay the rent reserved by the Headlease and to perform so far as the
           Tenant is not liable for such performance under the covenants on
           its part contained in this lease the tenant's covenants and
           conditions contained in the headlease and to indemnify and keep
           indemnified the Tenant against all actions claims proceedings costs
           expenses and demands in any way relating thereto providing that if
           the Tenant shall at any time or times hereafter pay any sum or sums
           of money or sustain or incur any loss damage or expense for or on
           account of the said rent covenants and conditions then and in every
           such case and so often as the same shall occur it shall be lawful
           for the Tenant to retain the rent and other sums payable to the
           Landlord under his underlease until all and every sum or sums of
           money loss damage or expense as aforesaid shall be paid or satisfied
(3)   To repair and keep repaired the structural walls and roof in good and
           substantial order repair and condition
      Enforcement of Covenants in Headlease
        (4)     Upon receiving notice from and at the expense of the Tenant to
   use its reasonable endeavours to enforce the covenants on the part of the
   Superior Landlord contained in the headlease
                                                      Superior Lessor's Consent


      (5) To take all reasonable steps to obtain the consent of the Superior
Landlord whenever the Tenant makes an application for any consent required
hereunder where the consent of both the Landlord and the Superior Landlord is
needed by virtue of this underlease and the headlease



                                                                        Re-entry


5.        5(I)  If the said rents hereby  reserved or any part thereof shall at
           any time be in arrear  and unpaid for twenty one days after the same
           shall have become due (whether  any formal or legal demand  therefor
           shall have been made or not) or if there  shall be any breach of any
           of the covenants  conditions or agreements  herein  contained and on
           the  part of the  tenant  to be  performed  and  observed  or if the
           Tenant or other  person or  persons  in whom for the time  being the
           said term shall be vested (being an individual  or  individuals)  or
           any of them shall  become  bankrupt or have a  receiving  order made
           against him or her or them or make any  arrangement  or  composition
           with or for the benefit of his her or their  creditors or suffer any
           execution  to be levied at the demised  premises or if the Tenant or
           any  assignee  for the  Tenant  being a  company  shall  enter  into
           liquidation  whether  compulsory  or  voluntary  (not being merely a
           voluntary   liquidation   for  the   purpose  of   amalgamation   or
           re-construction)  or  suffer  any  execution  to be  levied  at  the
           demised  premises  then and in such case it shall be lawful  for the
           Landlord or any person or persons  duly  authorised  by the Landlord
           in that behalf to re-enter into or upon the demised  premises or any
           part  thereof in the name of the whole  peaceably  to hold and enjoy
           the demised  premises  thenceforth as if these presents had not been
           made  without  prejudice  to any right of action or remedy of either
           party against the other in respect of any  antecedent  breach of any
           covenant or condition herein contained
                                                                         Notices


      5(2) Any notices required to be given or served under these presents and
not otherwise provided for shall be served or deemed to be served on the Tenant
if served in accordance with Section 196 of the Law of Property Act 1925 as
amended by the Recorded Delivery Act 1962 but so that whilst the Tenant (party
hereto) is tenant notices on the Tenant shall not be served by delivery or
posting to the or at the demised premises Landlord's Development
      5(3) Nothing herein contained or implied shall impose or be deemed to
impose any restriction on the use of any land or building not comprised in these
presents or give the Tenant the benefit of or the right to enforce or to have
enforced or to permit the release or modification of any covenant agreement or
conditions entered into by any purchaser from or by any lessee or occupier of
the Landlord in respect of property not comprised in these presents or to
prevent or restrict in any way the development of any land not comprised in
these presents and further that nothing herein contained shall by implication of
law or otherwise operate or be deemed to confer upon the tenant any easement
right or privilege whatsoever over or against any adjoining or neighbouring
property which now does or hereafter shall belong to the Landlord which would or
might restrict or prejudicially affect the future rebuilding alteration or
development of such adjoining or neighbouring property and that the Landlord
shall have the right at any time to make such alteration to or to pull down and
rebuild or redevelop any such adjoining or neighbouring property as it may deem
fit without obtaining any consent from but subject to making compensation to the
Tenant for all proper loss or damage caused to or suffered by it and provided
such future rebuilding alteration or development does not prevent or materially
affect the Tenant's use and enjoyment of the demised premises
                                                              Suspension of Rent


      5(4) In case the demised premises or any part thereof shall at any time be
destroyed or so damaged by any of the insured risks as to be unfit for
occupation or use then and in any such case (unless the insurance of the demised
premises shall have been vitiated by the act neglect or default or omission of
the Tenant) the rents hereby reserved or a fair and just proportion thereof
according to the nature and extent of the damage sustained shall be suspended
and cease to be payable until the demised premises shall again be fit for use
and occupation or for a period of three years or for whatever period may be
issued by the Landlord (as the case may be) (whichever period shall be the
shorter) and such proportion in case of disagreement shall be referred to a
single arbitrator in accordance with and subject to the provisions of the
Arbitration Act 1996 or any statutory modification or re-enactment thereof
Frustration
      5(5) If after the expiry of the period of three years mentioned in the
preceding sub-clause rebuilding or reinstatement of the demised premises or a
substantial part thereof shall be frustrated all insurance monies relating to
the demised premises or such part thereof in respect of which frustration occurs
shall belong to the Landlord absolutely and at any time thereafter either party
may determine this lease by giving to the other not less than three months
notice in writing and upon expiry of such notice the term hereby granted shall
cease and determine without prejudice to any accrued rights of the parties
Statutory Compensation
       5(6)Except where any statutory provision prohibits the Tenants right to
compensation being reduced or excluded by agreement the Tenant shall not be
entitled to claim from the Landlord on quitting the demised premises or any part
thereof any compensation under the Landlord and Tenant Act 1954 or any statute
modifying or re-enacting the same
      5(7) It is hereby declared that the walls dividing the demised premises
from any adjoining premises shall be party walls and be maintainable at the
joint expense of the Tenant and the adjoining owner or owners

Landlord & Tenant Act 1954 section 38(4)
6.    Having    been    authorised    to   do   so   by   an   order   of   the
      Peterborough           County           Court           made           on
      the           2001under            the            provisions           of
      the    Landlord    &    Tenant    Act    1954    section     38(4)    the
      parties  agree  that the  provisions  of the  Landlord  & Tenant Act 1954
      sections  24 to 28  (inclusive)  shall be  excluded  in  relation  to the
      tenancy created by this lease

Certificate
      7.   It is certified  that there is no agreement for  underlease to which
this  Underlease gives effect

THE FIRST SCHEDULE
Demised Premises
ALL THOSE offices known as 75 Broadway Peterborough shown edged red for
identification only on the location plan annexed hereto together with a right of
access thereto and egress therefrom with or without vehicles over that part of
the Landlord's car park as is cross-hatched black on the said plan from and to
Stanley Road at all times

THE SECOND SCHEDULE
Exceptions and Reservations
(a)   all rights of light air and easements now or hereafter belonging to or
      enjoyed by the demised premises from or over and adjacent or neighbouring
      land or buildings or any interest thereon whether in possession or
      reversion is at any time during the term vested in the Superior Landlord
(b)   the right to support and shelter and all other easements and rights now or
      hereafter belonging to or enjoyed by the adjacent or neighbouring premises
      and wherein in possession or reversion is at any time during the said term
      vested in the Superior Landlord
(c)   the free  passage  and  running  of air gas  electricity  water  and soil
      telephone     and    other     services     through    or    along    the
      sewers       pipes       wires       cables        channels        drains
      watercourses  and other  conducting  media  already  or  hereafter  to be
      built or placed in through  over or under the  demised  premises  and the
      right to connect up to the same
(d)   the right of access for themselves and all other persons entitled thereto
      to pass and repass over the part of the Landlord's car park as is cross
      hatched black on the said plan from and to Stanley Road
(e)   to enter the demised premises at any time without notice in any emergency
      but otherwise at reasonable times in the daytime on working days only
      after giving reasonable notice:-
(i)   to make  inventories  of the  fixtures  (other  than  tenant's  and trade
                fixtures)
(ii)  to inspect the demised premises
(iii) to carry out repairs or alterations to the retained premises (iv) to
exercise the Landlord's default powers under clause 5(i) (v) to exercise the
Landlord's right to affix re-letting or sale boards
                under clause 3(25)


<PAGE>



                                 THIRD SCHEDULE

                                   DATED 2001

                                      [ ]

                                       and

                                      [ ]



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

                              AUTHORISED GUARANTEE
                                    AGREEMENT

                                   relating to

                                      [ ]
                                      [ ]
                                      [ ]
                      ----------------------------------


                                   GREENWOODS
                                   Solicitors
                                 Monkstone House
                                    City Road
                                  Peterborough
                                     PE1 1JE

                                      ( )



<PAGE>


DATE:
PARTIES:
(1)   [                                  ]                                   of
[                                    ] ("the Lessor") and
(2)   [                                  ]                                   of
[                                    ] ("the Tenant")

1.    Definitions and recitals
      1.1  This deed is supplemental  to a lease [an underlease]  ("the Lease")
           dated [ ] and  made  between  (1)  the  Lessor  and  (2) the  Tenant
           by        which         the         property         known        as
           [            ]            ("the            Property")            was
           demised   for  a  term  of  [  ]  years  from  and   including   the
           [   ]   ("the   Lease   Period")   subject   to   the   payment   of
           the rents  reserved by and the  performance of the provisions of the
           Lease
      1.2  The reversion immediately expectant on the determination of the Lease
           Period [remains/is now] vested in the Lessor and the unexpired
           residue of the Lease Period [remains/is now] vested in the Tenant
1.1        The Lease contains provisions prohibiting the Tenant from
           transferring the Property without the consent of the Lessor such
           consent not to be unreasonably withheld in certain circumstances and
           further provides that any consent will be subject to a condition that
           the Tenant enters into an authorised guarantee agreement as defined
           in the Lessor and Tenant (Covenants) Act 1995 ("the 1995 Act")
1.2        The Lessor has agreed (at the request of the Tenant) to grant a
           licence to the Tenant to transfer its estate and interest in the
           Property to [ ] of [ ] ("Transferee") subject to the Tenant and the
           Transferee entering into a formal licence in the form required by the
           Lessor and the Tenant entering into this Authorised Guarantee
           Agreement
1.3        All terms defined in the Lease have the same meanings when used in
           this deed except where the contrary appears

2.    Authorised Guarantee Agreement
2.1   This Deed is an  authorised  agreement as defined in the 1995 Act section
           16
2.2    Nothing in this Deed imposes on the Tenant:-
2.2.1 any  requirement  to  guarantee  the  performance  under the Lease of any
                person other than the Transferee or
2.2.2           any liability restriction or other requirement (of whatever
                nature) in relation to any time after the Transferee is released
                by the Act from its obligations under the Lease

3.    Tenant's covenants
      The Tenant covenants with the Lessor and (without the need for any express
      assignment) with all of the successors in title:-
3.1   if the  Transferee  does not pay the Rent or any  other sum due under the
           Lease on the date on which it is due to pay to the  Lessor on demand
           the Rent or other sum
3.2        if the Transferee is in breach of any provision of the Lease to
           remedy that breach on demand and to indemnify and keep indemnified
           the Lessor against all Losses suffered by the Lessor as a result
           (directly or indirectly) of that breach
3.3   in addition to the  obligations set out in Clauses 3.1 and 3.2 and if the
           Lease is  disclaimed  by the  Transferee's  trustee in bankruptcy or
           liquidator:-
3.3.1           to pay to the Lessor on demand an amount equal to the Rent and
                other sums of a recurring nature that would have been payable
                under the Lease for the period beginning on the date of
                disclaimer and ending on the earliest of:-
3.3.1.1    the date upon which the Property is relet
3.3.1.2    the expiry of the Lease Period
3.3.1.3    the  expiry of the period of one year  beginning  on the date of the
                     disclaimer or
3.3.2           if requested by the Lessor within ninety days of disclaimer to
                take from the Lessor a lease of the Property from the date of
                disclaimer for the residue of the Lease Period at the Rent
                payable at the time of disclaimer or (where a rent review is
                pending at the time of disclaimer at the Rent that is
                subsequently agreed or determined under Clause 9 of the Lease to
                have been payable at the time of disclaimer) and upon the same
                terms as those contained in the Lease with all provisions of a
                periodical nature (including for example those relating to
                review of the Rent) expressed to apply on the actual dates that
                would have applied if the Lease had not been disclaimed and
3.3.3 to pay the costs of the Lessor  incurred in  relation  to the  disclaimer
                and where appropriate the grant of the lease to the Tenant

4.    Application of Tenant's covenants
      The obligations of the Tenant set out in Clause 3 will continue to apply
even if:- 1.1 the Lessor grants any time or indulgence to the Transferee or
fails to
           enforce  payment of the Rent or any other sum or the  performance of
           the terms of the Lease
1.2        the Lessor refuses to accept the Rent tendered when the Lessor was
           entitled (or would after the service of a notice under the Law of
           Property Act 1925 section 146 be entitled) to re-enter the Property
1.3        the terms of the Lease are varied except where the variation is a
           relevant variation as defined in the 1995 Act section 18(4)
1.4        a revised Rent has been agreed or determined under Clause 10 of the
           Lease including any stepped rent phased rent or other rental formula
           that may be agreed
1.5        the Transferee surrenders part of the Demised Premises and where this
           happens the Liability of the Tenant under the Lease continues for the
           part of the Demised Premises not surrendered after making any
           necessary apportionments under the Law of Property Act 1925 section
           140
1.6   the Tenant would have been released by any other event

5.    Duration of the Tenant's covenant
      The obligations of the Tenant set out in Clause 3 above apply for the
      period beginning on the date upon which the Property is transferred to the
      Transferee and ending on the date upon which the Transferee is released by
      the 1995 Act from its obligations under the Lease SIGNED and DELIVERED as
      a Deed on behalf of [company] by [name] a director and [name] a
      director/secretary


      EXECUTED as a Deed by CORGENIX UK LIMITED acting by:


                     Director

                     Director/Secretary









<PAGE>


                      [GRAPHIC OMITTED][GRAPHIC OMITTED]


December 18, 2001



Mr. Hugh Hoogendoorn
President
Affinity Biologicals, Inc.
1395 Sandhill Drive
Ancaster, Ontario,
Canada L9G 4V5

Dear Hugh:

      This Letter of Intent outlines the general terms and conditions under
which Corgenix Medical Corporation ("Corgenix"), a Nevada corporation, desires
to purchase one-hundred percent (100%) of the issued and outstanding capital
stock of Affinity Biologicals, Inc. ("ABI"), a corporation organized and
governed under the laws of the Province of Ontario Canada.

      The following proposed terms and conditions are general in nature, have
been arrived at by Corgenix without benefit of due diligence and detailed
negotiations and are subject to agreement by the parties to the terms and
conditions of a definitive Purchase Agreement containing the terms outlined
herein.

      Subject to the foregoing, the principal terms and conditions of the
transaction are described below.

      1)   Shares to be Acquired

           Hugh Hoogendoorn and Patricia Hoogendoorn ("Sellers") represent that
           they own collectively, sole and exclusive, good and marketable title
           to 100% of the capital stock of ABI. Sellers represent and warrant
           that the antibody and antibody related products business of Sellers
           (or either of them) or their affiliates, is conducted solely through
           ABI. At the Closing, Corgenix will purchase from the Sellers, and the
           Sellers shall deliver to Corgenix, good and marketable title to all
           of the shares of the capital stock of ABI, which shall constitute
           100% of the outstanding capital stock ("ABI Shares") of ABI as of the
           closing.

      2)   Purchase Price and Additional Financial Terms

           The aggregate consideration to be paid by Corgenix for the Shares has
           been determined in reliance upon financial statements made available
           to Corgenix, representations of the Sellers about the current and
           prospective business of ABI and representation of the Sellers that
           all the permits and other regulatory approvals and certifications for
           the continued operation of ABI are, or when received prior to the
           Closing, will be adequate to operate the business at the levels and
           in the manner projected by the Sellers and ABI. The purchase price to
           be paid by Corgenix and additional terms are as follows:

a)    Consideration for Purchase of ABI Shares:
      ----------------------------------------

(i)   Issuance at the Closing of U.S.  $1,000,000 worth of Rule 144 restricted
                common stock of    Corgenix ("Corgenix Shares").  The number
                of Corgenix Shares to be issued will be based on the average
                of the closing  price for Corgenix common stock on the NASDAQ
                bulletin board market for the twenty (20) days prior to the
                signing of a definitive acquisition agreement (the " Purchase
                Agreement") by Corgenix and the Sellers.  Note:  Corgenix
                stockholders recently approved a 1 for 5 reverse stock split
                of its common stock, effective for stock outstanding as of
                January 15, 2002, so the Corgenix Shares to be issued to
                Sellers will be post-reverse stock split shares.

(ii)            Delivery at the Closing of a U.S. $500,000 4 year promissory
                note of Corgenix payable jointly to Mr. and Mrs. Hoogendoorn
                (the "Corgenix Note"). The Corgenix Note shall bear interest at
                the prime rate as reported in the Money Rates section of the
                Wall Street Journal plus 3/4 %, said interest rate to be
                adjusted at the beginning of each quarter. The Corgenix Note
                will be secured by a security interest in the assets of Corgenix
                and ABI, such security interest to be junior to any security
                interest then existing or thereafter granted by Corgenix to a
                financial institution providing loans to Corgenix.

(iii)  Cash at the Closing in the amount of U.S. $500,000 payable via a
                certified check.

b)    Mr. Hoogendoorn Employment Agreement: Execution of a 3-year employment
      ------------------------------------
             agreement         providing salary and benefits as now received
             by Mr. Hoogendoorn from ABI, reflecting any additional
             responsibilities resulting from the acquisition of ABI by
             Corgenix.  It is agreed by Corgenix and Mr. Hoogendoorn that said
             salary will be US $120,000 per year.

c)    Mrs. Hoogendoorn Employment Agreement:  Execution of a 2-year employment
      --------------------------------------
             agreement providing salary and benefits as now received by Mrs.
             Hoogendoorn, and containing such other terms as the parties may
             agree.

      3) Structure of Purchase - Tax Considerations.
         ------------------------------------------

      Acquisition of 100% of the ABI Shares by Corgenix may be accomplished
either (i) by direct purchase by Corgenix from the Sellers (a "Direct Purchase")
or (ii) indirectly by purchase by a wholly-owned subsidiary of Corgenix
organized under the laws of a Canadian province (an "Indirect Purchase"),
depending upon the advice of tax representatives to Seller and Corgenix
regarding the preferred tax structure for the acquisition. If an Indirect
Purchase structure is used, the parties contemplate that:

(a)          Corgenix will form a wholly-owned corporation under the laws of the
             Province of Nova Scotia (or other appropriate Province) ("Corgenix
             Canada").

(b)          Corgenix Canada and Corgenix will enter into a definitive Purchase
             Agreement with Sellers and ABI containing the terms outlined in
             this LOI.

(c)          At Closing, Corgenix Canada will issue to Sellers in exchange for
             the ABI Shares:

(i)             Corgenix Canada convertible preferred stock which is
                convertible, at the election of the Sellers, into a number of
                shares of Corgenix Common Stock as outlined in Paragraph 2(a)(i)
                above. The Corgenix Common Stock will be restricted securities
                under Rule 144 promulgated by the U.S. Securities and Exchange
                Commission.

(ii)            Corgenix Canada will deliver to Sellers the promissory note
                described in Paragraph 2(a)(ii) above, such note to be
                guaranteed or co-signed by Corgenix as parent corporation.

           In all other material respects, the terms and conditions of the
           Indirect Purchase structure will be identical to the terms and
           conditions of the Direct Purchase structure, the intent of the
           Indirect Purchase being the facilitation of tax planning by Sellers
           regarding their sale of the ABI Shares.




      4)     Definitive Purchase Agreement

           a)   As soon as practicable after the date hereof, respective legal
                counsel will prepare a definitive Purchase Agreement with
                regard to this transaction containing customary
                representations and warranties, provisions for indemnification
                including a mutually agreed escrow of a portion of the
                Corgenix or Corgenix Canada Shares to be issued to Sellers at
                closing to secure such Seller indemnification obligations and
                other appropriate terms and conditions.

           b)   In addition, the definitive Purchase Agreement will contain
                certain affirmative and negative covenants, including, but not
                limited to, the following:

(i)                  Non-competition agreements from the Sellers prohibiting any
                     competition with Corgenix, said agreements being in all
                     respects the same as the non-competition agreements set
                     forth in the employment agreements with the other Corgenix
                     officers.
(ii)                 Employment contracts with Hugh and Patricia Hoogendoorn,
                     acceptable to Corgenix and Hugh and Patricia Hoogendoorn.
                     Such employment contracts will be in the same general
                     format as those for other executives of Corgenix.
(iii)                Mr. Hoogendoorn's employment contract will provide that his
                     title will be President of ABI, and Vice President of
                     Corgenix, together with a voting position on the Board of
                     Directors of Corgenix. Mr. Hoogendoorn will have primary
                     management responsibility regarding ABI, reporting to the
                     President of Corgenix and to the Corgenix Board.
(iv)                 ABI management personnel will participate in the
                     consolidated group management performance bonus plan, not a
                     separate ABI plan, with the focus of management incentive
                     compensation to be overall financial performance of the
                     consolidated group.
(v)                  Staffing and employment decisions regarding existing ABI
                     employees post-Closing will be made according to the
                     following procedure:

a.                      Staffing will be assessed on a consolidated company
                        basis, meaning that both Corgenix and ABI employment,
                        staffing, business activity, prospects, and
                        profitability / performance will be evaluated on an
                        aggregate basis, with no preference in hiring / firing
                        given to any component group member.
b.                      Staffing decisions will be based on recommendations made
                        by senior management of Corgenix and ABI, with final
                        decisions regarding major staff reductions, if any are
                        required, being made by the Board of Directors of
                        Corgenix. Mr. Hoogendoorn, as a Board member, shall be
                        entitled to participate in such decision.

(vi)                 Regarding transfer pricing of product sales between ABI and
                     Corgenix, due consideration shall be given to:

a.    the aggregate tax impact of the inter-company sales on the consolidated
                        income tax expense of the consolidated group;
b.    the specific tax requirements imposed by the United States and by
                        Canada; and
c.                      general good business practice, including appropriate
                        regard to reasonable profit margins, with the primary
                        consideration to be maximizing consolidated group
                        financial performance, not relative intercompany
                        performance of any single component member company.

(vii) ABI may retain its leased vehicle post-Closing for transport and
                     delivery of products.

5)     Investigation; Confidentiality

           a)  The Sellers will permit Corgenix and, Corgenix's accounting,
               legal, financial and technical representatives to conduct an
               investigation and evaluation of the business, assets, books and
               records of ABI ("the Business"), and the Sellers will provide
               such assistance as is reasonably requested and will provide
               access at reasonable times to information related to the assets
               and operation of the Business.

b)    Except to the extent that information  provided by ABI and the Sellers is
               in the public  domain or is readily  ascertainable  from  public
               sources,  such information  concerning the Business  provided to
               Corgenix  and  its  representatives  shall  be  kept  in  strict
               confidence.  If this  Letter  of Intent  is  terminated  for any
               reason,  upon the Seller's  request,  such  information  and all
               such  documentation  with respect thereto and all copies thereof
               shall be destroyed  or returned to the  Sellers,  and all notes,
               memoranda  or other  similar  documents  shall be  destroyed  or
               returned to the Sellers.

           c)  Sellers, ABI and Corgenix shall maintain in confidence all
               "confidential information" (defined below) disclosed by one party
               to another, and shall not disclose the same (other than to legal
               and accounting advisers of such party having a like duty of
               confidentiality) without the prior written consent of the
               disclosing party. "Confidential information" shall mean any
               information identified as confidential by the disclosing party,
               but shall not include any information generally available in the
               public domain or from third parties not under a duty of
               confidentiality regarding the information. If this Letter of
               Intent is terminated for any reason, the receiving party shall,
               upon request of the disclosing party, either return or destroy
               (as directed by the disclosing party) all notes, memoranda or
               other similar documents containing the confidential information.


      6)   Conduct of Business

a)    During the period from the date hereof to the Closing Date, as
             hereinafter defined, (a) the Business will be carried on in
             accordance with past custom and practice, (b) ABI and Sellers
             will not enter into any contract, agreement or transaction other
             than in the ordinary course of business and in accordance with
             past custom and practice, (c) ABI and Sellers will not remove any
             of the assets of the Business by way of dividend, distribution,
             withdrawal or any other means by which the assets of the business
             will be reduced except in the ordinary course of business and (d)
             ABI and Sellers will not issue, sell or otherwise transfer any
             shares of their capital stock.

b)    Sellers and ABI agree to negotiate exclusively with Corgenix until March
             31, 2002, regarding the terms of the definitive Purchase
             Agreement.  Prior to March 31, 2002, neither the Sellers nor ABI
             shall negotiate with any party other than Corgenix regarding any
             equity (including convertible, exchangeable or similar debt)
             investment in or purchase of capital stock of ABI (including,
             without limitation, any sale, transfer, option or other right to
             purchase the ABI Shares held by the Sellers).


      7)   Closing Conditions

           The closing of the transaction contemplated hereby shall occur on a
           date to be specified in the definitive Purchase Agreement, which
           shall be on or about March 31, 2002 (the "Closing Date"). The
           obligations of the parties hereto to consummate the transaction
           contemplated hereby is conditional, among other things, upon:

           a)   As to the obligations of the Sellers and Corgenix:

                (i)  Negotiation and execution of a satisfactory definitive
                     Purchase Agreement containing generally the terms and
                     conditions of the transaction contemplated herein, and such
                     other terms as the parties may agree; and

(iii) Sellers and Corgenix obtaining all necessary governmental and third
                     party consents and approvals;

           b)   As to the obligations of Corgenix:


(i)                  The absence of any material adverse change in the financial
                     condition, operating results, assets or operations of ABI
                     and the Business prior to closing;

(ii)                 Corgenix being satisfied with the result of the business,
                     accounting, legal and technical due diligence investigation
                     of ABI and the Business performed by its attorneys,
                     accountants and financial and technical representatives;

(iii)                Receipt of audited financial statements of ABI for the
                     fiscal years ended October 31, 2001 and 2000 and unaudited
                     financial statements for the stub period through February
                     28, 2002, acceptable to Corgenix; and

(iv)                 The formal approval of the Board of Directors of Corgenix
                     to the transaction contemplated hereby.


      8)   Public Disclosure

           Except as required by law, no public disclosure or publicity
           concerning the subject matter hereof or the transaction contemplated
           hereby will be made without the approval of Corgenix. The parties
           hereto will cooperate to prepare joint press releases to be issued on
           or about January 9, 2002 and upon closing of the transactions
           contemplated hereby.


      9)   Expenses

           The parties will pay all of their own respective expenses in
           connection with the transactions contemplated hereby.


      10)  EXCEPT FOR THE PROVISIONS OF PARAGRAPHS 5, 6, 8 AND 9 HEREOF WHICH
           SHALL BIND AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
           RESPECTIVE SUCCESSORS AND ASSIGNS, IT IS UNDERSTOOD THAT THIS LETTER
           OF INTENT IS A STATEMENT OF INTENT AND WHILE ABI, THE SELLERS AND
           CORGENIX AGREE IN PRINCIPLE TO THE CONTENTS HEREOF, SUBJECT TO THE
           CONDITIONS ABOVE SET FORTH, NEITHER ABI, THE SELLERS NOR CORGENIX
           SHALL HAVE ANY LEGAL OBLIGATIONS TO ONE ANOTHER UNLESS AND UNTIL A
           DEFINITIVE PURCHASE AGREEMENT IS DULY EXECUTED AND DELIVERED BY EACH
           OF THEM.



<PAGE>


      If you are in agreement with the terms and conditions of this Letter of
Intent and desire to proceed on that basis, please sign the enclosed duplicate
of this letter in the space provided below and return it to us. Upon receipt of
an executed copy of this letter, we shall proceed expeditiously to effectuate
the transactions described in this Letter of Intent.

Very Truly Yours,

Corgenix Medical Corporation


By
      ----------------------
      Douglass Simpson
      President




Accepted this       day of _________________, 2001
              -----




AFFINITY BIOLOGICALS, INC.


By:   _________________________
      Hugh Hoogendoorn
      President


Sellers:


              -------------------------
              Hugh Hoogendoorn


              -------------------------
              Patricia Hoogendoorn










<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



February 12, 2001                   By:   /s/ Luis R. Lopez
                                         -----------------
                                         Luis R.Lopez, M.D.
                                         Chairman and Chief Executive Officer