SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
      ACT OF 1934

                    For the fiscal year ended June 30, 2005

|_|   TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
      ACT OF 1934
                        For the transition period from to

                        Commission File Number 000-24541

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

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

                12061 Tejon Street, Westminster, Colorado 80234
         (Address of principal executive offices, including zip code)

                                (303) 457-4345
                (Issuer's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
           Securities  registered  pursuant to Section 12(g) of the Act:
                        Common Stock, $.001 Par Value

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 |_|

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of the issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |X|

The issuer's revenues for its most recent fiscal year were: $5,564,835 The
aggregate market value of the voting stock held by non-affiliates of the issuer
was $1,650,978 as of June 30, 2005.

The number of shares of Common Stock outstanding was 8,587,390 as of September
22, 2005.

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act) Yes|_| No |X|

Transitional Small Business Disclosure Format.     Yes |_|     No |X|

<page>

                                     PART I

Item 1.  Description of Business.

      Certain terms used herein are defined in the Glossary that follows at the
end of Part I.

Company Overview

       Corgenix Medical Corporation, which we refer to as Corgenix or the
Company, is engaged in the research, development, manufacture, and marketing of
in vitro (outside the body) diagnostic products for use in disease detection and
prevention. We currently sell 51 diagnostic products on a worldwide basis to
hospitals, clinical testing laboratories, universities, biotechnology and
pharmaceutical companies and research institutions. In the United States and the
United Kingdom, we sell directly to these customers. Elsewhere in the world, we
primarily sell to independent distributors that in turn sell to the
laboratories.

      Our corporate headquarters is located in Westminster, Colorado. We have
two wholly owned operating subsidiaries:

o     Corgenix, Inc. (formerly REAADS Medical Products, Inc.), established in
        1990 and located in Westminster, Colorado. Corgenix, Inc. is
        responsible for sales and marketing activities for North America, and
        also executes product development, product support, clinical and
        regulatory affairs, and product manufacturing.

o       Corgenix (UK) Ltd incorporated in the United Kingdom in 1996 (formerly
        REAADS Bio-Medical Products (UK) Limited), and located in Peterborough,
        England. Corgenix UK manages our international sales and marketing
        activities except for distribution in North America, which is under the
        responsibility of Corgenix, Inc. We continue to use the REAADS trademark
        and trade name in the sale of products that we manufacture.

Recent Developments

      On October 15, 2004 the Company and Genesis Bioventures, Inc. (which we
refer to as GBI or Genesis) a biomedical development company focused on the
development of diagnostic tests signed an amendment to the May 21, 2004 Amended
and Restated Agreement and Plan of Merger (the "Merger Agreement"), extending
the closing date for the proposed merger to on or before February 28, 2005. The
extension was executed in the form of Amendment No. 1 (the "Amendment") to the
Merger Agreement, a copy of which was filed on Form 8-K on October 20, 2004.

      The Amendment, among other changes, allowed the Company to terminate the
Merger Agreement at any time prior to November 30, 2004 if it were not satisfied
with the terms or the progress of the new equity financing. A new equity
financing in an amount of at least $6,000,000 was a condition to the closing of
the Merger pursuant to section 9.13 of the Merger Agreement. On November 30,
2004, the Company and Genesis agreed to extend the date for obtaining the
financing to December 10, 2004. On December 9, 2004, the parties agreed to
extend the date to December 31, 2004, and on December 31, 2004, the parties
agreed to extend the deadline for terminating the Merger Agreement to January
15, 2005. These extensions are documented as Amendments No. 2, 3 and 4 to the
Merger Agreement. Management of Corgenix believed that, given the delays
experienced during the holiday season, and given the timing delays that are
often associated with seeking funds in overseas markets, it was appropriate and
in the best interests of the Company to allow Genesis additional time to pursue
the new equity financing.

      As previously disclosed, on January 14, 2005 Corgenix terminated the
Merger Agreement with Genesis due to the lack of progress towards the completion
of the $6.0 million merger-related financing and the expiration of key dates
within the Merger Agreement (as amended).

      The Company entered into agreements on May 19, 2005, for a private
placement financing with certain institutional and accredited investors,
including Truk International Fund, LP, Truk Opportunity Fund, LLC and DCOFI
Master LDC, representing potential gross proceeds to the Company of up to
$5,135,000.

      The private placement included $3,420,000 in aggregate principal amount of
Secured Convertible Term Notes due 2008, of which $2,420,000 was funded at
closing. The remaining $1,000,000 is issuable by the Company upon the
satisfaction of certain conditions contained in the transaction agreements. Of
the amount funded at closing, $250,000 is held in a restricted cash account.
However, that amount will be released if the Company's common stock trades a
minimum daily value of $25,000 at an average closing price per share of $0.40 or
greater for 22 consecutive trading days. The private placement also provided for
up to $1,500,000 in subsequent debt funding through an additional investment
right exercisable by the investors, in their sole discretion, for up to 270 days
following the closing. We also sold 860,000 shares of restricted common stock,
at $0.25 per share. Together with the notes and common stock, we also issued
warrants to acquire approximately 7,700,000 shares of the Company's common
stock, 6,840,000 of which were issued to the Debt Investors and 860,000 of which
were issued to the purchasers of our common stock. On June 23, 2005, as the
final part of this financing, an additional 400,000 shares of restricted common
stock and 400,000 warrants were issued under identical terms as noted above.

      The interest rate on the Secured Convertible Term Notes is the greater of
(i) prime rate plus 3% or (ii) 12%, except for the portion of the note proceeds
that is held in the restricted cash account, which amount accrues interest at
the prime rate. However, (i) if the Company has registered the shares of common
stock underlying the term notes and the warrants, and that registration is
declared effective, and (ii) the market price of the common stock for the five
consecutive trading days preceding the last business day of each month exceeds
the conversion price (as adjusted) by 25%, then the interest rate for the next
calendar month is reduced by 25 basis points for each incremental 25% increase
in the market price above the fixed conversion price. As of the date of this
filing, the shares underlying the notes and warrants have been registered.

      The principal amount of each Secured Convertible Term Note is divided into
three categories - Amortizing Principal Amount, Non-Restricted Non-Amortizing
Principal Amount, and Restricted Non-Amortizing Principal Amount. Amortizing
payments of the Amortizing Principal Amount begin on November 1, 2005 and such
payments are due on the first day of each month until the amount is paid in
full. The Non-Amortizing Principal Amount and the Restricted Non-Amortizing
Principal Amount, together with any unpaid Amortizing Principal Amount and
accrued but unpaid interest or fees, are due on May 19, 2008 (the maturity
date), unless sooner paid. Interest payments on all three amounts began June 1,
2005, and such interest payments are due on the first day of each subsequent
month.

      The Secured Convertible Term Notes may be prepaid, but any prepayment must
be 125% of the portion of the principal amount to be prepaid, together with
accrued but unpaid interest thereon and any other sums due. The holders of the
Secured Convertible Term Notes may accelerate all sums of principal, interest
and other fees then remaining unpaid upon the occurrence of an event of default,
as defined in the form of note, beyond any applicable grace period. In the event
of such acceleration, the amount due and owing the holder shall be 125% of the
outstanding principal amount (plus accrued and unpaid interest and fees, if
any). As part of the financing terms, a blanket lien now covers all of the
Company's assets.

      The number of shares of common stock to be issued upon conversion of a
Secured Convertible Term Note is determined by dividing that portion of the
principal amount, interest and fees to be converted by the then applicable
conversion price, which is initially set at $0.30. The conversion price may be
adjusted to account for certain events, such as stock splits, combinations,
dividends and share issuances below the then current conversion price.

      The conversion right of the Secured Convertible Term Notes contains a
limitation. The holder will not convert an amount that would be convertible into
that number of conversion shares which, when added to the number of shares of
common stock beneficially owned by such holder or issuable if the holder
exercised one or more of its warrants, immediately prior to conversion, would
exceed 4.99% of the Company's issued and outstanding common stock.

      As noted above, the Company also issued warrants to acquire approximately
7,700,000 shares (exclusive of placement agent warrants) of the Company's common
stock. The warrants are exercisable for seven years from the date of issuance at
an exercise price of $0.23 per share. The exercise price is also subject to
adjustment upon the occurrence of certain specified events, including issuance
of additional shares of common stock or subdivision or combining of shares of
common stock.

      The private placement also included a registration rights agreement
pursuant to which the Company agreed to file a registration statement on Form
SB-2, as represented hereby, covering the shares of common stock issuable upon
the exercise of the warrants issued to the debt investors or the conversion of
the Secured Convertible Term Notes. The registration statement was declared
effective on August 2, 2005.

      Certain officers, directors and significant shareholders entered into
lockup agreements whereby they agreed not to sell, offer, contract or grant any
option to sell, pledge, transfer, establish an open "put equivalent position" or
otherwise dispose of their shares of the Company's common stock, or any
securities exchangeable or convertible into common stock, for a period of six
months from the effective date of the initial registration statement covering
shares of Common Stock which may be acquired by the investors in connection with
the transaction. The lockup agreements will expire on February 2, 2006.

      With the private placement described above, the Company has refinanced
$1,016,196 of existing debt, including loans from Vectra Bank, SBA
and Genesis Bioventures, Inc., which are described immediately below, and plans
to use the balance of the net proceeds, after transaction fees and expenses, for
key strategic initiatives, working capital and other general corporate purposes.

      On March 24, 2004, Genesis advanced $500,000 to Corgenix, which is
represented by a promissory note that we refer to as the Bridge Note. As of May
19, 2005, the Company owed $470,000 on the Bridge Note, less offsets of
approximately $50,000. As a result of the termination of the Genesis Merger
Agreement, the note converted to a fixed two-year term note bearing interest at
the prime rate in effect as of the date of termination of the Merger Agreement,
or 5.25%. The note was to be fully-amortized over four semi-annual payments of
principal and accrued interest; the note was also convertible, at the election
of Genesis, into Corgenix common stock at a conversion price of $.568 per share.

      The market value of the Company's stock had increased from the date of the
letter of intent to the date the Bridge Note was executed, resulting in a
beneficial conversion feature that was credited to equity, and an equal amount
was recognized as interest expense over the term of the Bridge Note, using the
effective interest method. As stated above, as part of the Private Placement,
the Bridge Note was purchased from Genesis by the Private Placement investors,
and the net amount owing of $420,000 became part of the $2,420,000 funded at
closing and owing on the Secured Convertible Term Notes. As a consequence of the
purchase by the Private Placement investors of the Genesis note, the unaccreted
discount on the Bridge Note was written off and charged to Loss on
Extinguishment of Debt.

      Immediately prior to the private placement, the Company had a variable
rate note payable to a bank in the amount of approximately $295,000 which had
been due in full at January 31, 2005. This variable rate note payable was paid
in full out of the proceeds of the private placement.

Our Business

      Introduction

      Our business includes the research, development, manufacture, and
marketing of in vitro diagnostic products for use in disease detection and
prevention. We sell 51 diagnostic products on a worldwide basis to hospitals,
clinical testing laboratories, universities, biotechnology and pharmaceutical
companies and research institutions. We have developed and we manufacture most
of our products at our Colorado facility, and we purchase what we refer to as OM
Products from other healthcare manufacturers for resale by us. All of these
products are used in clinical laboratories for the diagnosis and/or monitoring
of three important areas of health care:

o       Autoimmune disease (diseases in which an individual creates antibodies
        to one's self, for example systemic lupus erythematosus ("SLE") and
        rheumatoid arthritis ("RA");

o       Vascular disease (diseases associated with certain types of thrombosis
        or clot formation, for example antiphospholipid syndrome, deep vein
        thrombosis, stroke and coronary occlusion); and

o Liver diseases (fibrosis, cirrhosis and transplanted organ rejection).

      In addition to our current products, we are actively developing new
laboratory tests in other important diagnostic testing areas. See "-- Other
Strategic Relationships." We manufacture and market to clinical laboratories and
other testing sites worldwide. Our customers include large and emerging health
care companies such as Instrumentation Laboratories, Helena Laboratories and
Diagnostic Grifols, S.A.

      Most of our products are based on our patented and proprietary application
of Enzyme Linked ImmunoSorbent Assay or ELISA technology, a clinical testing
methodology commonly used worldwide. Most of our current products are based on
this platform technology in a delivery format convenient for clinical testing
laboratories. The delivery format, which is referred to as "Microplate," allows
the testing of up to 96 samples per plate, and is one of the most commonly used
formats, employing conventional testing equipment found in virtually all
clinical laboratories. The availability and broad acceptance of ELISA Microplate
products reduces entry barriers worldwide for our new products that employ this
technology and delivery format. Our products are sold as "test kits" that
include all of the materials required to perform the test, except for routine
laboratory chemicals and instrumentation. A test using ELISA technology involves
a series of reagent additions into the Microplate, triggering a complex
immunological reaction in which a resulting color occurs. The amount of color
developed in the final step of the test is directly proportional to the amount
of the specific marker being tested for in the patient or unknown sample. The
amount of color is measured and the results calculated using routine laboratory
instrumentation. Our technology specifies a process by which biological
materials are attached to the fixed surface of a diagnostic test platform.
Products developed using this unique attachment method typically demonstrate a
more uniform and stable molecular configuration, providing a longer average
shelf life, increased accuracy and superior specificity than the products of our
competitors.

      Some of the OM products which we obtain from other manufacturers and sell
through our distribution network utilize technologies other than our patented
and proprietary ELISA technology.

      Our diagnostic tests are intended to aid in the identification of the
causes of illness and disease, enabling a physician to select appropriate
patient therapy.

      Internally and through collaborative arrangements, we are developing
additional products that are intended to broaden the range of applications for
our existing products and to result in the introduction of new products.

      Since 1990, our sales force and distribution partners have sold over 12
million tests worldwide under the REAADS and Corgenix labels, as well as
products sold under other manufacturers' labels, referred to as OEM products. An
integral part of our strategy is to work with corporate partners to develop
market opportunities and access important resources. We believe that our
relationships with current and potential partners will enable us to enhance our
menu of diagnostic products and accelerate our ability to penetrate the
worldwide markets for new products.

      We currently use the REAADS and Corgenix trademarks and trade names in the
sale of the products which we manufacture. These products constitute the
majority of our product sales.

      Industry Overview

      In vitro diagnostic, or IVD, testing is the process of analyzing the
components of a wide variety of body fluids outside of the body to identify the
presence of markers for diseases or other human health conditions. The worldwide
human health IVD market consists of reference laboratory and hospital laboratory
testing, testing in physician offices and the emerging over-the-counter market,
in which testing is done at home by the consumer.

      Traditionally, diagnostic testing has been performed in large, high-volume
commercial or hospital-based laboratories using instruments operated by skilled
technicians. Our products in a Microplate format are designed for such
instrumentation and are marketed to these types of laboratories. The
instrumentation and supportive equipment required to use our ELISA tests is
relatively simple, and typically is used by a laboratory for many different
products.

<PAGE>



      The IVD industry has undergone major consolidation over the last few
years. As a result, the industry is characterized by a small number of large
companies or divisions of large companies that manufacture and sell numerous
diagnostic products incorporating a variety of technologies. Even given the
industry consolidation mentioned above, there continues to be many small
diagnostic companies, which generally have limited resources to commercialize
new products. As a result of technological fragmentation and customer support
requirements, we believe that there may be a substantial competitive advantage
for companies with unique and differentiated technologies that can be used to
generate a broad menu of diagnostic products and that have developed successful
customer support systems.

      Strategy

      Our primary objective is to apply our proprietary ELISA technology to the
development and commercialization of products for use in a variety of markets.
Our strategies for achieving this objective include the following:

o       Apply our ELISA Technology to Additional Diagnostic Markets. We have
        focused our resources on development of highly accurate tests in the
        Microplate format for sale to clinical testing laboratories. We believe
        we can expand our market focus with the addition of new tests that are
        complementary to the current product line. In fiscal 2005 we completed
        or made significant progress in the product development programs of
        several diagnostic products:
            -an ELISA product for Anti-Polymer Antibodies used to detect
                antibodies to polymers, which is present in a high percentage of
                patients suffering from fibromyalgia
             -an ELISA assay to measure analytes in the urine to assess
                aspirin resistance useful in the prevention of cardiac disease
             -three ELISA assays to measure Oxidized LDL, combined with B2GPT
                to assess risk of developing arterial thrombosis and
                atherosclerosis.

o       Leverage Sales and Marketing Resources. We maintain a small marketing
        and sales organization, which is experienced in selling diagnostic tests
        into the laboratory market. We plan to expand this sales organization,
        adding distribution channels where appropriate. We will also plan to
        expand our product menu with more high value, quality products through
        internal development, acquisition or licensing of complementary products
        and technologies.
            -In fiscal 2005 we restructured our US sales organization to
                better focus on sales for future products, and plan to continue
                adding new sales headcount in fiscal 2006.
            -In fiscal 2006 we plan to add additional sales and marketing
                management in our European organization.

o       Continue to Develop Strategic Alliances to Leverage Company Resources.
        We have developed, and will continue to pursue, strategic alliances to
        access complementary resources (such as proprietary markers, funding,
        marketing expertise and research and development assistance), to
        leverage our technology, expand our product menu and maximize the use of
        our sales force.
            -In fiscal 2005 we made significant advances on several existing
                partnership programs, and have identified several new
                opportunities for fiscal 2006.

o       Pursue Synergistic Product and/or Technology Acquisitions. We intend to
        proactively evaluate strategic acquisitions of companies, technologies
        and product lines where we identify a strategic opportunity to expand
        our core business while increasing revenues and earnings from these new
        technologies. Any acquisition of such synergistic products and/or
        technologies will, of necessity, depend on the availability to the
        Company of adequate financial resources to do so.
            -In fiscal 2005 we identified several acquisition opportunities
                which, following the successful financing, we will actively
                pursue in fiscal 2006.

o       Expand into Additional Market Segments for Existing Products. We intend
        to investigate additional market opportunities for both clinical and
        research applications of our existing products.
            -Several of our products are already being sold into new market
                areas, and the current strategic programs have all been selected
                due to their potential opportunities to provide us access to
                more significant markets



<PAGE>


      Products and Markets

      We currently sell ELISA tests in major markets worldwide. To date, our
sales force and distribution partners have sold over 12 million tests since we
first received product marketing clearance from the United States Food and Drug
Administration (the "FDA") for the first anti-cardiolipin antibody ("aCL") test
in 1990. Many peer reviewed medical publications, abstracts and symposia have
been presented on the favorable technical differentiation of our tests over
competitive products.

      To extend the product offering for current product lines, and to
complement our premium-priced, existing assays, we plan to add products from
strategic partners. Our current product menu, commercialized under the
trademarks "REAADS" and "Corgenix," includes the following:

      Autoimmune Disease Products

       Our ELISA Autoimmune Disease Product line consists of twenty-one
products, including tests for antinuclear antibodies (ANA) screening, dsDNA, Sm,
SM/RNP, SSA, SSB, Jo-1, Scl-70, Histones, Centromere, Mitochondria, MPO, PR3,
Thyroglobulin, LKM-1, anti Ribosomal P, BP-180, DSG-1, DSG-3, anti-polymer
antibodies and thyroid peroxidase. In the fiscal year ended June 30, 2005, these
products represented approximately 2.4%of our total product sales.

      We manufacture two of these products; the remainder are manufactured for
us by other companies and sold by us through our distribution network. The
products are used for the diagnosis and monitoring of autoimmune diseases
including RA, SLE, Mixed Connective Tissue Disease, Sjogren's Syndrome,
Dermatopolymyositis and Scleroderma.

      These autoimmune disease products are formatted in the ELISA Microplate
format, and are differentiated from the competition by their user convenience.
Historically, diagnostic tests utilized antiquated technologies that presented
significant limitations for the clinical laboratory environment, including
greater labor requirements and the need for a subjective interpretation of the
results. Our ELISA autoimmune tests overcome these technology shortfalls,
permitting a clinical laboratory to automate its tests, lowering the
laboratory's labor costs as well as providing objectivity to test result
interpretation.

      Vascular Disease; Antiphospholipid Antibody Testing Products

      We manufacture and market eleven products for antiphospholipid antibody
testing, which in the fiscal year ended June 30, 2005 represented approximately
53% of our total product sales. These include: aCL IgG, aCL IgA, aCL IgM;
anti-phosphatidylserine ("aPS") IgG, aPS IgA, aPS IgM; anti-(beta)2-Glycoprotein
I ("a(beta)2GPI") IgG, a(beta)2GPI IgA, and a(beta)2GPI IgM; and
anti-Prothrombin ("aPT") IgG and IgM.

      ELISA technology is typically used to measure the antibodies directed
against membrane anionic phospholipids (i.e., negatively charged molecules such
as cardiolipin and phosphatidylserine) or their associated plasma proteins,
predominantly beta-2 glycoprotein 1). Antiphospholipid antibodies are associated
with the presence of both venous and arterial thrombosis (clotting),
thrombocytopenia (low platelet count that can result in bleeding), and recurrent
miscarriage. These autoantibodies are frequently found in patients with systemic
lupus erythematosis (SLE), Lupus and other autoimmune diseases, as well as in
some individuals with no apparent previous underlying disease.

      These antibodies are also found in patients with antiphospholipid
syndrome, an important medical condition with serious clinical manifestations
such as chronic and recurrent venous (deep vein) thrombosis, as well as arterial
thromboembolic disease including heart attacks, strokes and pulmonary embolism.
Thrombocytopenia has been attributed to the temporary removal of platelets from
circulation during a thrombotic episode (clot formation).
<PAGE>
      Vascular Disease: Bleeding/Clotting Risk Factors

      We market twenty tests for bleeding and clotting risk factors. We
manufacture five products, and fifteen others are manufactured for us by other
companies. Specialized tests include: Protein C Antigen ELISA, Protein S Antigen
ELISA, Monoclonal Free Protein S ELISA, von Willebrand Factor Antigen ELISA, von
Willebrand Factor Activity Test; abp Ristocetin, PIFA (HIT/PF4 rapid assay) and
Collagen Binding Assay. Corgenix UK also distributes twelve OM products for
routine coagulation testing.

      These products are useful in the diagnosis of certain clotting and
bleeding disorders including von Willebrand's Disease (Hemophilia B).

      Hemostasis (the normal stable condition in which there is neither
excessive bleeding nor excessive clotting) is maintained in the body by the
complex interaction of the endothelial cells of blood vessels, coagulation cells
such as platelets, coagulation factors, lipids (cholesterol) and antibodies
(autoantibodies). All play important roles in maintaining this hemostasis. In
clinical situations in which an individual demonstrates excessive clotting or
bleeding, a group of laboratory tests is typically performed to assess the
source of the disorder using the products that we market.

      Liver Disease Products

      We manufacture a test to quantitate hyaluronic acid ("Hyaluronic Acid" or
"HA") in a Microplate format. The product was distributed through the Chugai
distribution network in Japan from 1996 to 2002, and distributed through
Corgenix UK in the United Kingdom since 1998. On June 30, 2001, we signed a
license agreement with Chugai whereby we have co-exclusive rights to manufacture
and market the HA product worldwide except for Japan. See "-- Chugai (Fujirebio)
Strategic Relationship."

      Hyaluronic Acid is a component of the matrix of connective tissues, found
in synovial fluid of the joints where it acts as a lubricant and for water
retention. It is produced in the synovial membrane and leaks into the
circulation via the lymphatic system where it is quickly removed by specific
receptors located in the liver. Increased serum levels of HA have been described
in patients with rheumatoid arthritis due to increased production from synovial
inflammation, and in patients with liver disease, particularly Hepatitis C, due
to interference with the removal mechanism. Patients with cirrhosis will have
the highest serum HA levels, which correlate with the degree of liver
involvement.

      In the fiscal year ended June 30, 2005, the HA test represented
approximately 13.2% of our total product sales.

      Technology

      Our ELISA application technology was developed to provide the clinical
laboratory with a more sensitive, specific, and objective technology to measure
clinically relevant antibodies in patient serum samples. High levels of these
antibodies are frequently found in individuals suffering from various
immunological diseases, and their serologic determination is useful not only for
specific diagnosis but also for assessing disease activity and/or response to
treatment. To accomplish these objectives, our current product line applies the
ELISA technology in a 96-Microplate format as a delivery system. ELISA provides
a solid surface to which purified antigens are attached, allowing their
interaction with specific autoantibodies during incubation. This
antigen-antibody interaction is then objectively measured by reading the
intensity of color generated by an enzyme-conjugated secondary antibody and a
chemical substrate added to the system.

      Our technology overcomes two basic problems seen in many other ELISA
systems. First, the material coated onto the plate can be consistently coated
without causing significant alteration of the molecular structure (which ensures
maintenance of immunologic reactivity), and the stability of these coated
antigens on the surface can be maintained (which provides a product shelf life
acceptable for commercial purposes). Our proprietary immunoassay technology is
useful in the manufacture of ELISA tests for the detection of many analytes
(target molecules) for the diagnosis and management of immunological diseases.

      Our technology results in products generally demonstrating performance
characteristics that exceed those of competitive testing procedures. Many
testing laboratories worldwide subscribe to external quality control systems or
programs conducted by independent, third-party organizations. These programs
typically involve the laboratory receiving unknown test samples on a routine
basis, performing certain diagnostic tests on the samples, and providing results
of their testing to the third party. Reports are then provided by the third
party that tells the testing laboratory how it compares to other testing
laboratories in the program. Several of our products are included in laboratory
surveys periodically conducted by unaffiliated entities, and our products
routinely demonstrate good performance and/or reproducibility when compared to
other manufacturers included in such survey. Examples of such surveys include
the College of America Pathologists (CAP) survey and the UKNEQAS (UK National
External Quality Assessment Service).



<PAGE>


      Our products typically require less hands-on time by laboratory personnel
as compared to most other ELISA assays and provide an objective, quantitative or
semi-quantitative interpretation to improve and standardize the clinical
significance of results. We believe that our proprietary technology will
continue to be the mainstay for our future diagnostic products. Most of the
products in development will incorporate our basic technology.

      Additional technologies may be required for some of the newly identified
tests. We believe that, in addition to internal expertise, most technology and
delivery system requirements would be available through joint venture or
licensing arrangements or through acquisition.

      Delivery Systems

      Most of our current products employ the Microplate delivery system using
ELISA technology. This format is universally accepted in clinical laboratory
testing and requires routine equipment currently available in most clinical
labs.

      Sales and Marketing

      We primarily market and sell our diagnostic products to the clinical
laboratory market, both hospital based and free standing laboratories. We
utilize a diverse distribution program for our products. Our labeled products
are sold directly to testing laboratories in the United States through sales
representatives (both employees and contract sales representatives).

      Internationally, our labeled products are sold through established
diagnostic companies in Argentina, Australia, Austria, Belgium, Brazil, Canada,
Chile, Denmark, Egypt, Finland, France, Germany, Greece, Guatemala, Hong Kong,
Hungary, India, Ireland, Israel, Italy, Japan, Korea, Kuwait, Lebanon, Malaysia,
Mexico, The Netherlands, Norway, Paraguay, Peru, Portugal, Saudi Arabia,
Singapore, South Africa, South Korea, Spain, Sweden, Switzerland, Thailand,
Turkey, the United Kingdom, and Uruguay. We are continually seeking
opportunities which will provide access to additional markets worldwide. Our
agreements with international distribution partners are on terms that are
generally terminable by us if the distributor fails to achieve certain sales
targets. Either the Company or the respective distributor, given the occurrence
of certain events, has the right, by giving written notice to the other party,
to terminate the distribution agreement. We have also established private label
product agreements with several United States and European companies. We have
international distribution headquarters in the United Kingdom and will add
direct commercialization and distribution in selected additional countries as
appropriate. For the fiscal year ended June 30, 2005, international sales
represented approximately 26.9% of the Company's total sales.

      We have an active marketing and promotion program for our diagnostic
testing products. We publish technical and marketing promotional materials,
which we distribute to current and potential customers. We attend major industry
trade shows and conferences, and our scientific staff actively publishes
articles and technical abstracts in peer review journals.


      Manufacturing

       The manufacturing process for our products utilizes a semi-automated
production line for the manufacturing, assembly and packaging of our ELISA
Microplate products. Our current production capacity is 20,000 tests per day
with a single eight-hour shift. Since 1990, we have successfully produced over
12 million tests in our Westminster, Colorado facility, and we expect that
current manufacturing capability will be sufficient to meet expected customer
demand for the foreseeable future.

       Our manufacturing operations are fully integrated and consist of raw
material purification, reagent and Microplate processing, filling, labeling,
packaging and distribution. We have considerable experience in manufacturing our
products using our proprietary technology. We expect increases in the demand for
our products and have prepared plans to increase our manufacturing capability to
meet that increased demand. We also maintain an ongoing investigation of
scale-up opportunities for manufacturing to meet future requirements. We
anticipate that production costs will decline as more products are added to the
product menu in the future, permitting us to achieve greater economies of scale
as higher volumes are attained. We have registered our facility with the FDA.

      Quality System Regulations Requirements For Our Products

       In April 1999, we received ISO 9001: 1994 certification from TUV Product
Service GmbH, a world leader in medical device testing and certification. ISO
9001 represents the international standard for quality management systems
developed by the International Organization for Standardization, or ISO, to
facilitate global commerce. To ensure continued compliance with the rigorous
standards of ISO 9001, companies must undergo regularly scheduled assessments
and re-certification every year. The ISO 9001 initiative is an important
component in its commitment to maintain excellence. Corgenix received
re-certification in November 1999 and 2000, and in July 2002 received EN ISO
9001:1996, and EN ISO 13485:2000 certification through TUV Rhineland of North
America. We have been re-certified annually since 2002. In fiscal 2006 we will
be audited for certification to ISO 13485:2003.

      Corgenix's  Manufacturing  Process Starts With The  Qualification  Of Raw
Materials

      Our manufacturing process starts with the qualification of raw materials.
The microplates are then coated and bulk solutions prepared. The components and
the microplates are checked for ability to meet pre-established specifications
by our quality control department. If required, adjustments in the bulk
solutions are made to provide optimal performance and lot-to-lot consistency.
The bulk solutions are then dispensed and packaged into planned component
configurations. The final packaging step in the manufacturing process includes
kit assembly, where all materials are packaged into finished product. The
finished kit undergoes one final performance test by our Quality Control
department. Before product release for sale, our Quality Assurance department
must verify that all quality control testing and manufacturing processes have
been completed, documented and have met all performance specifications.

      The majority of raw materials and purchased components used to manufacture
our products are readily available. We have established good working
relationships with primary vendors, particularly those that supply unique or
critical components for our products. We mitigate the risk of a loss of supply
by maintaining a sufficient inventory of antibodies and critical components 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 regard 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.

      Approximately 27% of our product revenues are derived from sales outside
of the United States. International regulatory bodies often establish varying
regulations governing product standards, packaging and labeling requirements,
import restrictions, tariff regulations, duties and tax requirements. To
demonstrate our commitment to quality in the international marketplace, we
obtained ISO certification and have "CE" marked all of our products as required
by the European In Vitro Diagnostic Directive 98/79/EC.

      Since 1990, we have entered into several contract manufacturing agreements
with other companies whereby we manufacture specific products for the partner
company. We expect to continue investigating and evaluating opportunities for
additional agreements.

      Chugai (Fujirebio) Strategic Relationship

      The  relationship  between Corgenix and Chugai  Diagnostics  Science Co.,
Ltd. was established in June 1993.  In September  2002,  Chugai was merged into
Fujirebio,  Inc., a large Japanese  Company based in Tokyo,  Japan.  Currently,
except for the  ongoing  HA License  Agreement  described  below,  there are no
sales to or operations related to Fujirebio.

      HA License Agreement. On June 30, 2001, Corgenix and Chugai executed a
license agreement, which we refer to as the HA License Agreement, with Chugai
Diagnostic Science, Co., Ltd., a Tokyo based pharmaceutical company that
subsequently merged into Fujirebio, Inc., a large Japanese Diagnostic company
based in Tokyo and a leader in the field of immunoserology. Corgenix was granted
co-exclusive worldwide rights to manufacture and market the HA product (except
for Japan). The HA License Agreement is initially for a five-year period with
certain extension rights. The HA License Agreement establishes certain
performance requirements for Corgenix, and provides early cancellation of
exclusivity if Corgenix does not meet those performance goals. The HA License
Agreement is the only international distribution right currently granted by
Chugai to Corgenix, and was formally assumed by Fujirebio.

      Other Strategic Relationships

      An integral part of our strategy has been and will continue to be entering
into strategic alliances as a means of accessing unique technologies or
resources or developing specific markets. The primary aspects of our corporate
partnering strategy with regards to strategic affiliations include:


o     Companies that are interested in co-developing  diagnostic tests that use
        our technology;

o     Companies with complementary technologies;

o     Companies with complementary products and novel disease markers; and/or

o     Companies with access to distribution channels that supplement our
        existing distribution channels.

      In furtherance of the foregoing strategies, we maintain a
revenue-producing strategic relationship with Medical & Biological Laboratories
Co., Ltd., or MBL. MBL is a medical diagnostic company located in Nagoya, Japan.
In March 2002 we signed a distribution agreement with RhiGene, Inc., a Des
Plaines, Illinois based company which was a wholly owned subsidiary of MBL,
which granted us exclusive rights to distribute RhiGene's complete diagnostic
line of autoimmune testing products in North and South America. The arrangement
also provided us with rights to certain other international markets. In July
2002, MBL made a $500,000 strategic investment in the common stock of our
Company. As part of the investment agreement, MBL has warrants to purchase
additional shares of our common stock for a total potential investment of
$1,000,000. On March 31, 2005 our distribution agreement with RhiGene expired,
and we signed a new distribution and OEM Supply Agreement with MBL
International, Inc. ("MBLI"), a wholly owned subsidiary of MBL, which grants us
non-exclusive rights to distribute MBL's complete diagnostic line of autoimmune
testing products in the United States and exclusive distribution rights to the
OEM Label products worldwide excluding the United States, Japan, Korea and
Taiwan. In addition, on August 1, 2005 Corgenix and MBL executed an Amendment to
the Common Stock Purchase Agreement and Common Stock Purchase Warrant wherein
one-half or 440,141 of the original redeemable shares are exchanged for a
three-year promissory note payable with interest at prime (6% as of June 13,
2005) plus two percent with payments commencing before September 1, 2005. The
shares being exchanged for the promissory note will be returned to the Company
quarterly as payments are made on the promissory note. The remaining 440,141
shares will be redeemable by the Company at $0.568 per share as of August 1,
2008 for any shares still owned at that time by MBL and only to the extent that
MBL has not realized at least $250,000 in gross proceeds upon the sales of its
redeemable shares in the open market for the time period August 1, 2005 through
August 30, 2008. Finally, the warrants originally issued to MBL to purchase
880,282 shares have been extended to August 31, 2008 and re-priced from $0.568
per share to $0.40 per share.

      We have established OEM agreements with several international diagnostic
companies. Under some of these agreements, we manufacture selected products in
the same configuration as the Company's own products, under the partner's label
for worldwide distribution. In other OEM agreements, the Company manufactures
diagnostic kits according to the partner's unique specifications under the
partner's label.

      Research and Development

      We direct our research and development efforts towards development of new
products on our proprietary platform ELISA technology in the Microplate format,
as well as applying our technology to automated laboratory testing systems. In
that regard, we have organized our research and development effort into three
major areas: (i) new product development, (ii) technology assessment, and (iii)
technical and product support.



<PAGE>


      Our technical staff evaluates the performance of reagents (prepared
internally or purchased commercially), creates working prototypes of potential
products, performs internal studies, participates in clinical trials,
manufactures pilot lots of new products, establishes validated methods that can
be manufactured consistently, creates documentation required for manufacturing
and testing of new products, and collaborates with our quality assurance
department to satisfy regulatory requirements and support regulatory clearance.
They are responsible for assessing the performance of new technologies along
with determining the technical feasibility of market introduction, and
investigating the patent / license issues associated with new technologies.

      Our technical staff is responsible for supporting current products on the
market through scientific investigation, and is responsible for design transfer
to manufacturing of all new products developed. They assess the performance and
validate all externally-sourced products in order to confirm that these products
meet our performance and quality standards.

      The technical staff includes individuals skilled in immunology, assay
development, protein biochemistry, biochemistry and basic sciences. We maintain
facilities to support our development efforts at the Westminster, Colorado
headquarters. Group leaders are also skilled in planning and project management
under FDA-mandated design control. See "-- Regulation."

      During fiscal 2005 and 2004, we spent $613,000 and $738,000, respectively,
for research and development. The decrease was primarily attributable to
increased payroll-related costs and purchases related to additional research and
development contract work. We expect research and development spending to
increase during 2006. Research and development contract revenue (specific
product development programs funded by a strategic partner) amounted to $75,321
and $211,935 for the 2005 and 2004 fiscal years ended June 30.

      Products and Technology in Development

      We intend to expand our product menu through internal development,
development in collaboration with strategic partners and acquisition and/or
licensing of new products and technologies. We are currently working with
partners to develop additional tests to supplement the existing product lines.
The following summarizes our current product and technology development
programs:

      Vascular Disease Testing Products

      We are one of the market leaders in development of innovative tests in the
antiphospholipid market, and expect to continue developing products in this area
to ensure our ongoing strong market position. For the past two years we have
been developing products in the area of Oxidized LDL, a technology that assesses
arterial thrombosis and atherosclerosis. Our technology, which we have
trademarked "AtherOx," has the potential to significantly alter the standard of
lipoprotein testing and cardiovascular risk assessment. Product development for
three products has been completed, and the products launched into the
international markets. We expect to file applications with the FDA in fiscal
2006. See "-- Regulation."

      Fibromyalgia

      We are in the final development and regulatory submission stages for a
unique assay for testing patients with fibromyalgia. The assay detects
antibodies to polymers, which are present in a high percentage of patients
suffering from fibromyalgia, also referred to as "chronic pain syndrome." We
expect, along with Autoimmune Technologies, LLC, our strategic partner, to
complete clinical studies early in fiscal 2006 and file a pre-market approval
application with the FDA in late fiscal 2006.

      Aspirin Resistance

      We have established a strategic collaboration with Creative Clinical
Concepts, Inc. ("CCC") and McMaster University in the development of an assay to
assess aspirin resistance which may prove to be very useful in the prevention of
cardiac disease. We expect to file applications with the FDA for this product,
trademarked "AspirinWorks" in fiscal 2006.

 <PAGE>
     Competition

      Competition in the human medical diagnostics industry is significant. Our
competitors range from development stage diagnostics companies to major domestic
and international pharmaceutical and biotechnology companies. Many of these
companies have financial, technical, marketing, sales, manufacturing,
distribution and other resources significantly greater than we do. In addition,
many of these companies have name recognition, established positions in the
market and long standing relationships with customers and distributors. The
diagnostics industry continues to experience significant consolidation in which
many of the large domestic and international healthcare companies have been
acquiring mid-sized diagnostics companies, further increasing the concentration
of resources. However, competition in diagnostic medicine remains highly
fragmented, with no company holding a dominant position in autoimmune or
vascular diseases. There can be no assurance that new, superior technologies
will not be introduced that could be directly competitive with or superior to
our technologies.

      Our competitors include Inova Diagnostics, Inc., DIASORIN, Diagnostica
Stago, American Bioproducts, Helena Laboratories Corporation (an existing
licensee of Corgenix technology), Hemagen Diagnostics, The Binding Site and IVAX
Diagnostics (Diamedix). We compete against these companies on the basis of
product performance, customer service, and to a lesser extent, price.

      Patents, Trade Secrets and Trademarks

      The REAADS Technology Patent. We have built a strong patent and
intellectual property position around our proprietary application of ELISA
technology, which is used in a majority of our existing products. We hold one
United States patent (Lopez, et al. "method and diagnostic test kit for
detection of anti-dsdna antibodies") which covers the critical manufacturing
step in the majority of our existing ELISA products. This patent expires in
2010.

      The Hyaluronic Acid Technology Patents. The HA product is protected by
U.S., Japanese and European patents held by Chugai (Fujirebio). As part of the
agreements with Chugai and assumed by Fujirebio, we have a license to use the
Chugai patents to manufacture this product for worldwide distribution, and
marketing rights worldwide except Japan. See "-- Chugai (Fujirebio) Strategic
Relationship."

      The AtherOx Technology Patents. Through a Japanese collaboration, we have
exclusive worldwide rights (except Japan) for the clinical testing market using
the unique AtherOx technology. To date we have one United States Patent, and
have several US and European patents pending.

      The Antipolymer Antibody Patents. The antipolymer (APA) assay which we
have developed and are marketing worldwide in collaboration with our strategic
partner Autoimmune Technologies, LLC, is covered by an extensive group of
worldwide patents and patents pending owned by Tulane University, which has
granted Autoimmune Technologies exclusive worldwide rights.

      Aspirin Resistance Technology Patents. Products in development with our
strategic partner Creative Clinical Concepts, Inc., are covered by an extensive
group of worldwide patents pending owned by McMaster University which has
granted Corgenix and Creative Clinical Concepts exclusive worldwide rights.

      Patent applications in the United States are maintained in secrecy until
patents are issued. There can be no assurance that our patent, and any patents
that may be issued to us in the future, will afford protection against
competitors with similar technology. In addition, no assurances can be given
that the 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. If the courts uphold existing or future patents containing broad
claims over technology used by us, the holders of such patents could require us
to obtain licenses to use such technology. In fiscal 2005 the Company did not
incur any costs to defend our patents. See "Part II. Item 6. Management's
Discussion and Analysis -- Forward-Looking Statements and Risk Factors --
Uncertainty of Protection of Patents, Trade Secrets and Trademarks."

      We have registered our trademark "REAADS" on the principal federal
trademark register and with the trademark registries in many countries of the
world. This trademark is eligible for renewal in 2006 and will expire in 2007.
The trademark "Corgenix" was approved in September 2000.

      Where appropriate, we intend to obtain patent protection for our products
and processes. We also rely on trade secrets and proprietary know-how in our
manufacturing processes. We require each of our employees, consultants and
advisors to execute a confidentiality agreement upon the commencement of any
employment, consulting or advisory relationship with us. Each agreement provides
that all confidential information developed or made known to the individual
during the course of the relationship will be kept confidential and not be
disclosed to third parties except in specified circumstances. In the case of
employees, the agreements provide that all inventions conceived of by an
employee shall be the exclusive property of the Company.

      The majority of our product sales, approximately 90% for the fiscal year
ended June 30, 2005 and 85% in fiscal 2004, were products that utilized our
proprietary technology and marketed under our REAADS trademark.

      Regulation

      The testing, manufacturing and sale of our products are subject to
regulation by numerous governmental authorities, principally the FDA and foreign
regulatory agencies. The FDA regulates the clinical testing, manufacture,
labeling, distribution and promotion of medical devices, which includes
diagnostic products. We are limited in our ability to commence marketing or
selling any new diagnostic products in the United States until clearance is
received from the FDA. In addition, various foreign countries in which our
products are or may be sold impose local regulatory requirements. The
preparation and filing of documentation for FDA and foreign regulatory review
can be a lengthy, expensive and uncertain process.



<PAGE>


      In the United States, medical devices are classified by the FDA into one
of three classes (Class I, II or III) on the basis of the controls deemed
reasonably necessary by the FDA to ensure their safety and effectiveness. Class
I devices are subject to general controls such as labeling, pre-market
notification and adherence to Quality System Regulations, or QSR requirements.
Class II devices are subject to general and special controls (e.g., performance
standards, post-market surveillance, patient registries and FDA guidelines).
Generally, Class III devices are those that must receive pre-market approval by
the FDA to ensure their safety and effectiveness such as life-sustaining,
life-supporting and implantable devices or new devices that have been found not
to be substantially equivalent to legally marketed devices. All of our current
products and products under development are or are expected to be classified as
Class II or Class III devices.

      Before a new device can be introduced in the market, we must obtain FDA
clearance or approval through either clearance of a 510(k) pre-market
notification or approval of a pre market approval application, which is a more
extensive and costly application when compared to a pre-market notification. All
of our products have been cleared using a 510(k) application, and we expect that
most future products will also qualify for clearance using a 510(k) application
(as described in Section 510(k) of the Medical Device Amendments to the F D & C
Act of 1938).

      It generally takes up to 90 days from submission to obtain 510(k)
pre-market clearance but may take longer. The FDA may determine that a proposed
device is not substantially equivalent to a legally marketed device or that
additional information is needed before a substantial equivalence determination
can be made. A "not substantially equivalent" determination, or a request for
additional information, could prevent or delay the market introduction of new
products that fall into this category. For any devices that are cleared through
the 510(k) process, modifications or enhancements that could significantly
affect safety or effectiveness, or constitute a major change in the intended use
of the device, will require new 510(k) submissions. 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,
financial condition and results of operations. See "Part II. Item 6.
Management's Discussion and Analysis -- Forward-Looking Statements and Risk
Factors -- Governmental Regulation of Diagnostic Products."

      Our customers using diagnostic tests for clinical purposes in the United
States are also regulated under the Clinical Laboratory Information Act of 1988,
or CLIA. The CLIA is intended to ensure the quality and reliability of all
medical testing in laboratories in the United States by requiring that any
health care facility in which testing is performed meets specified standards in
the areas of personnel qualification, administration, participation in
proficiency testing, patient test management, quality control, quality assurance
and inspections. The regulations have established three levels of regulatory
control based on test complexity: "waived," "moderately complex" and "highly
complex." Our current ELISA tests are categorized as "moderately complex" tests
for clinical use in the United States. Under the CLIA regulations, all
laboratories performing high or moderately complex tests are required to obtain
either a registration certificate or certification of accreditation from the
Centers for Medicare and Medicaid Services, known as CMS, formerly the United
States Health Care Financing Administration. The application of CLIA regulations
to our operations and facilities and future administrative interpretations of
CLIA could have an adverse impact on the potential market for our future
products by increasing the cost and regulatory burden on our operations and
facilities.

      We are subject to numerous federal, state and local laws relating to such
matters as safe working conditions, manufacturing practices, environmental
protection, fire hazard control and disposal of hazardous or potentially
hazardous substances. We may incur significant costs to comply with these laws
and regulations in the future.
<PAGE>
      Reimbursement

      Currently our largest market segments are hospital laboratories and
commercial reference laboratories in the United States. Payment for testing in
these segments is largely based on third-party payor reimbursement. The
laboratory that performs the test will submit an invoice to the patient's
insurance provider or to the patient if he is not covered by an insurance
program. Each diagnostic procedure (and in some instances, specific
technologies) is assigned a current procedural terminology, or CPT, code by the
American Medical Association. Each CPT code is then assigned a reimbursement
level by CMS. Third party insurance payors typically establish a specific fee to
be paid for each code submitted. Third party payor reimbursement policies are
generally determined with reference to the reimbursement for CPT codes for
Medicare patients, which themselves are determined on a national basis by CMS.

      Employees (for Consolidated Entity)

      As of August 6, 2005, we employed 37 employees, 35 are full-time, and 2
are part-time. Of these, four hold advanced scientific or medical degrees. None
of Corgenix's employees are covered by a collective bargaining agreement. We
believe that the Company maintains good relations with our employees.


Item 2.  Description of Property.

      We currently lease approximately 15,600 square feet of space in two
close-by buildings in Westminster, Colorado, which are used for our
administrative offices, research and development facilities and manufacturing
operations. Both leases expire August 31, 2006. We also lease approximately
1,400 square feet of office space in Peterborough, Cambridgeshire, United
Kingdom under a lease that expires July 25, 2006. We believe that suitable
additional or alternative space will be available on commercially reasonable
terms, as needed, upon the termination of our lease terms, and that our existing
facilities will be sufficient for our operational purposes through the end of
the leases.

Item 3.  Legal Proceedings

      None.

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

      None.


                              GLOSSARY

      antibody -- a protein produced by the body in response to contact with an
antigen, and having the specific capacity of neutralizing, hence creating
immunity to, the antigen.

      anti-cardiolipin antibodies (aCL) -- a class of antiphospholipid antibody
which reacts with a negatively-charged phospholipid called cardiolipin or a
phospholipid-cofactor complex; frequently found in patients with SLE and other
autoimmune diseases; also reported to be significantly associated with the
presence of both arterial and venous thrombosis, thrombocytopenia, and recurrent
fetal loss.

      antigen -- an enzyme, toxin, or other substance, usually of high molecular
weight, to which the body reacts by producing antibodies.

      anti-phosphatidylserine antibodies (aPS) -- a class of antiphospholipid
antibody which reacts to phosphatidylserine; similar to aCL; believed to be more
specific for thrombosis.

      antiphospholipid antibodies -- a family of autoantibodies with specificity
against negatively charged phospholipids, that are frequently associated with
recurrent venous or arterial thrombosis, thrombocytopenia, or spontaneous fetal
abortion in individuals with SLE or other autoimmune disease.

      antiphospholipid syndrome -- a clinical condition characterized by venous
or arterial thrombosis, thrombocytopenia, or spontaneous fetal abortion, in
association with elevated levels of antiphospholipid antibodies and/or lupus
anticoagulant.

      assay -- a laboratory test; to examine or subject to analysis.

      autoantibody -- an antibody with specific reactivity against a component
substance of the body in which it is produced; a disease marker.

      autoimmune diseases -- a group of diseases resulting from reaction of the
immune system against self components.

      beta 2 glycoprotein I ((beta)2GPI) -- a serum protein (cofactor) that
participates in the binding of antiphospholipid antibodies.

      coagulation -- the process by which blood clots.

      cofactor -- a serum protein that participates in the binding of
antiphospholipid antibodies, for example (beta)2GPI.

      delivery format -- the configuration of the product. Current Corgenix
products utilize a 96-well microplate system for its delivery format.

      hemostasis -- mechanisms in the body to maintain the normal liquid state
of blood; a balance between clotting and bleeding.



<PAGE>


      hyaluronic acid (HA) -- a polysaccharide found in synovial fluid, serum
and other body fluids and tissues, elevated in certain rheumatological and
hepatic (liver) disorders.

      HDL cholesterol -- high density lipoprotein associated with cholesterol.

      immunoassay -- a technique for analyzing and measuring the concentration
of disease markers using antibodies; for example, ELISA.

      immunoglobulin -- a globulin protein that participates in the immune
reaction as the antibody for a specific antigen.

      immunology -- the branch of medicine dealing with (a) antigens and
antibodies, esp. immunity to disease, and (b) hypersensitive biological
reactions (such as allergies), the rejection of foreign tissues, etc.

      in vitro -- isolated from the living organism and artificially maintained,
as in a test tube.

      in vivo -- occurring within the living organism.

      lipids -- a group of organic compounds consisting of the fats and other
substances of similar properties.

      platelets -- small cells in the blood which play an integral role in
coagulation (blood clotting).

      platform technology -- the basic technology in use for a majority of the
Company's products, in essence the "platform" for new products. In the case of
Corgenix, the platform technology is ELISA (enzyme linked immunosorbent assay).

      phospholipids -- a group of fatty compounds found in animal and plant
cells which are complex triglyceride esters containing long chain fatty acids,
phosphoric acid and nitrogenous bases.

      protein C -- normal blood protein that regulates hemostasis; decreased
levels lead to thrombosis.

      protein S -- normal blood protein that regulates hemostasis; decreased
levels lead to thrombosis.

      rheumatic diseases -- a group of diseases of the connective tissue, of
uncertain cause and including rheumatoid arthritis (RA), rheumatic fever, etc.,
usually characterized by inflammation, pain and swelling of the joints and/or
muscles.

      serum -- the clear yellowish fluid which separates from a blood clot after
coagulation and centrifugation.

      systemic lupus erythematosus (SLE) -- a usually chronic disease of unknown
cause, characterized by red, scaly patches on the skin that tend to produce
scars, frequently affecting connective tissue and involving the kidneys, spleen,
etc.

      thrombin -- the enzyme of the blood, formed from prothrombin, that causes
clotting by converting fibrinogen to fibrin.

      thrombocytopenia -- a condition in which there is an abnormally small
number of platelets in the circulating blood.



<PAGE>


      thromboembolism  -- the  obstruction  or  occlusion of a blood vessel by a
thrombus.

      thrombosis -- coagulation of the blood within a blood vessel of any organ,
forming a blood clot.

      tumor markers --- serum proteins or molecules found in high concentrations
in patients with selected cancers.

      vascular -- of or pertaining to blood vessels.

      von Willebrand's Factor (vWF) -- normal blood protein that regulates
hemostasis; decreased levels lead to abnormal bleeding and increased levels may
produce thrombosis.




<PAGE>





                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

      Our common stock is traded on the OTC Bulletin Board (R) under the symbol
"CONX". On July 21, 2005, the last bid price of our Common Stock on the OTC
Bulletin Board (R) as reported by the OTC Bulletin Board (R) was $0.39.

      The following table sets forth, for the periods indicated, the high and
low bid prices of our common stock as reported on the OTC Bulletin Board (R).
The following quotations reflect inter-dealer prices, without retail mark-up,
markdown or commissions, and may not represent actual transactions.

               Stock Price Dates                  Stock Price Ranges

                                                    High       Low
                                                   ------     ------
      Fiscal Year 2005
      Quarter Ended:
           September 30, 2004                       $1.00     $0.40
           December 31, 2004                        $0.58     $0.36
           March 31, 2005                           $0.55     $0.21
           June 30, 2005                            $0.34     $0.21

      Fiscal Year 2004
      Quarter Ended:
           September 30, 2003                       $1.29     $0.70
           December 31, 2003                        $1.35     $0.85
           March 31, 2004                           $1.05     $0.70
           June 30, 2004                            $0.90     $0.28

      On July 21, 2005 there were approximately 180 holders of record of our
Common Stock.

      To date, we have not paid any dividends on our common stock, and the Board
of Directors of the Company does not currently intend to declare cash dividends
on our common stock. We instead intend to retain earnings, if any, to support
the growth of the Company's business. Any future cash dividends would depend on
future earnings, capital requirements and the Company's financial condition and
other factors deemed relevant by the Board of Directors.

      Stock Issuance

      On May 19, 2005, the Company issued 860,000 shares of restricted common
stock to five investors at $0.25 per share, for an aggregate investment of
$215,000. This sale was conducted together with the larger debt financing
described elsewhere in this filing. The purchase agreement entered into by the
Company in connection with the debt financing permitted the Company to sell up
to $500,000 of its restricted common stock within thirty days of the closing of
that financing. On June 23, 2005, the Company issued an additional 400,000
shares of restricted common stock to 6 investors at $0.25 per share, for an
aggregate investment of $100,000 as the final part of the above financing.
Certain investors who purchased shares in the offering also received warrants,
described in more detail below in the section captioned "Issuance of Warrants."

      On July 1, 2002, the Company entered into an agreement with MBL under
which the Company sold 880,282 shares, on a redeemable basis, to MBL for gross
proceeds of $500,000. Net proceeds to the Company after issuance costs were
$484,746. Under the MBL Agreement, MBL was also granted a put option pursuant to
which MBL could cause the Company to repurchase, at a future date, the common
stock sold to MBL under the MBL Agreement. Thus, the common stock sold has been
designated "redeemable common stock." If exercised, the put option required the
stock to be repurchased at the original purchase price, payable in either a
lump-sum purchase or financed over a six-month period. The put option was
exercisable by MBL any time after March 31, 2005, which is the date the
distribution agreement expired.

      We signed a new distribution and OEM Supply Agreement with MBL
International, Inc. ("MBLI"), a wholly owned subsidiary of MBL, which grants us
non-exclusive rights to distribute MBL's complete diagnostic line of autoimmune
testing products in the United States and exclusive distribution rights to the
OEM Label products worldwide excluding the United States, Japan, Korea and
Taiwan. In addition, on August 1, 2005 Corgenix and MBL executed an Amendment to
the Common Stock Purchase Agreement and Common Stock Purchase Warrant wherein
one-half, or 440,141, of the original redeemable shares were exchanged for a
three-year promissory note payable with interest at prime (6% as of June 13,
2005) plus two percent with payments commencing before September 1, 2005. The
shares being exchanged for the promissory note will be returned to the Company
quarterly on a pro rata basis as payments are made on the promissory note. The
remaining 440,141 shares will be redeemable by the Company at $0.568 per share
as of August 1, 2008 for any shares still owned at that time by MBL and only to
the extent that MBL has not realized at least $250,000 in gross proceeds upon
the sales of its redeemable shares in the open market for the time period August
1, 2005 through August 30, 2008. Finally, the warrants originally issued to MBL
to purchase 880,282 shares have been extended to August 31, 2008 and re-priced
from $0.568 per share to $0.40 per share.

      Pursuant to the original agreement with MBL, as long as MBL holds at least
50% of the common stock purchased under the MBL agreement, MBL must give its
written consent to the payment of any dividend, the repurchase of any of the
Company's equity securities, the liquidation or dissolution of the Company or
the amendment of any provision of the Company's Articles of Incorporation or
Bylaws which would adversely affect the rights of MBL under the stock purchase
transaction documents. MBL was granted standard anti-dilution rights with
respect to stock issuances not registered under the Securities Act. MBL also
received standard piggyback registration rights and certain demand registration
rights. MBL did not elect to register its redeemable shares in the SB-2
registration statement filed by the Company on June 23, 2005 and declared
effective on August 2, 2005.

      Issuance of Warrants

      Together with the issuance of 1,281,048 shares of restricted common stock
on May 19, 2005 and June 23, 2005, as described above under the section
captioned "Stock Issuance," the Company issued warrants to those investors to
purchase up to an additional 1,260,000 shares of restricted common stock at an
exercise price of $0.23 per share. In addition, the Company issued warrants to
acquire up to an additional 6,840,000 and 2,006,876 shares, respectively, to
certain investors and the placement agent, also at an exercise price of $0.23
per share. The warrants expire on May 19, 2012 and may be exercised in whole or
in part at any time prior to their expiration.

      As part of the original MBL Agreement and for no additional consideration,
MBL was issued warrants to purchase up to an additional 880,282 shares of Common
Stock at a price of $.568 per share, which is equal to an aggregate amount of
$500,000. Under the terms of the MBL Agreement these warrants were to expire on
July 3, 2007 and may be exercised in whole or in part at any time prior to their
expiration. The estimated fair value of the warrant upon issuance was calculated
as $401,809 using the Black-Scholes model with the following assumptions: no
expected dividend yield, 143% volatility, risk free interest rate of 4.2% and an
expected life of five years. The gross proceeds of $500,000 were allocated
$277,221 to redeemable common stock and $222,779 to the related warrants based
on the relative fair values of the respective instruments to the fair value of
the aggregate transaction. Issuance costs and the discount attributed to the
warrants upon issuance are being accreted on the interest method over the
33-month period prior to the presently expected first date on which the put
option may be exercised, which is the present expiration date of the
distribution agreement between the Company and RhiGene. The expiration term of
the warrants has been extended to August 31, 2008, and re-priced to $0.40 per
share. The revised, estimated fair value of the warrants upon issuance was
calculated as $353,328 using the Black-Scholes model with the following
assumptions: no expected dividend yield, 159.9% volatility, risk free interest
rate of 3.30% and an expected life of six years.

      Forward-Looking Statements

      This Form 10-KSB includes statements that are not purely historical and
are "forward-looking statements" within the meaning of Section 21E 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 Form 10-KSB, including,
without limitation, statements regarding future product developments,
acquisition strategies, strategic partnership expectations, technological
developments, the availability of necessary components, research and development
programs and distribution plans, are forward-looking statements. All
forward-looking statements included in this Form 10-KSB 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.

Item 6.  Management's Discussion and Analysis or Plan of Operation.

      The following discussion should be read in conjunction with the 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 51 products
covering autoimmune disorders, vascular 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 employee and contract sales
representatives, 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 if
in stock. Accordingly, we do not operate with a customer order backlog.

      Except for the fiscal year ending June 30, 1997, we have experienced
revenue growth since our inception, primarily from sales of products and
contract revenues from strategic partners. Contract revenues consist of service
fees from research and development agreements with strategic partners.

      Beginning in fiscal year 1996, we began adding third-party OM licensed
products to our diagnostic product line. We expect to expand our relationships
with other companies in the future to gain access to additional products.

      Although we have experienced growth in revenues every year since 1990,
except for 1997, there can be no assurance that, in the future, we will sustain
revenue growth, current revenue levels, or achieve or maintain 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
research and development payments 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, and (vii) changes in
the mix of products that we sell.

      Recently Issued Accounting Pronouncements

      FAS 123R Disclosure. In December 2004, the FASB issued SFAS No. 123(R),
Share-Based Payment, which is a revision of SFAS No. 123, Accounting for
Stock-Based Compensation. SFAS No. 123(R) will be effective for the Company
beginning January 1, 2006, and supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. SFAS
No. 123(R) requires all share-based payments to employees, including grants of
employee stock options, to be recognized in the income statement based on their
fair values. Pro-forma disclosure is no longer an alternative. The Company does
not expect the adoption of FAS 123(R) will have a material impact on the
Company's financial statements.

      FAS 151 Disclosure. In November 2004, the FASB issued SFAS 151, Inventory
Costs, which revised ARB 43, relating to inventory costs. This revision is to
clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs and wasted material (spoilage). This Statement requires that
these items be recognized as a current period charge regardless of whether they
meet the criterion specified in ARB 43. In addition, this Statement requires the
allocation of fixed production overheads to the costs of conversion be based on
normal capacity of the production facilities. SFAS 151 is effective for
inventory costs incurred during fiscal years beginning after June 15, 2005. The
Company does not believe the adoption of SFAS 151 will have a material impact on
the Company's financial statements.

      FAS 153 Disclosure. The FASB issued SFAS 153, Exchanges of Nonmonetary
Assets, which changes the guidance in APB Opinion 29, Accounting for Nonmonetary
Transactions. This statement amends Opinion 29 to eliminate the exception for
nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. SFAS 153 is effective during fiscal years beginning after June
15, 2005. The Company does not believe the adoption of SFAS 153 will have a
material impact on the Company's financial statements.

      FAS 154 Disclosure. In June 2005, the FASB issued SFAS No. 154, Accounting
Changes and Error Corrections, a replacement of APB Opinion No. 20 and SFAS No.
3. The statement applies to all voluntary changes in accounting principles, and
changes the requirements for accounting for and reporting of a change in
accounting principle. The Company does not believe the adoption of SFAS No. 154
will have a material impact on the Company's financial statements.

      Critical Accounting Policies

      The Company's consolidated financial statements are prepared in accordance
with accounting principles generally accepted in the United States ("GAAP") and
our significant accounting policies are summarized in Note 1 to the accompanying
consolidated financial statements. The preparation of financial statements in
conformity with GAAP requires management to make estimates and assumptions that
affect reported amounts of assets, liabilities, disclosure of contingent assets
and liabilities at the date of the financial statements and reported amounts of
revenues and expenses during the reporting period. Actual results could differ
significantly from those estimates.

      The Company maintains an allowance for doubtful accounts based on its
historical experience and provides for any specific collection issues that are
identified. Such allowances have historically been adequate to provide for our
doubtful accounts but involve a significant degree of management judgment and
estimation. Worse than expected future economic conditions, unknown customer
credit problems and other factors may require additional allowances for doubtful
accounts to be provided for in future periods. Equipment and software are
recorded at cost. Equipment under capital leases is recorded initially at the
present value of the minimum lease payments. Depreciation and amortization is
calculated primarily using the straight-line method over the estimated useful
lives of the respective assets which range from 3 to 7 years. The internal and
external costs of developing and enhancing software costs related to website
development, other than initial design and other costs incurred during the
preliminary project stage, are capitalized until the software has been
completed. Such capitalized amounts began to be amortized commencing when the
website was placed in service on a straight-line basis over a three-year period.
When assets are sold, retired or otherwise disposed of, the cost and related
accumulated depreciation are eliminated from the accounts and a gain or loss is
recognized. Repair and maintenance costs are expensed as incurred. We evaluate
the realizability of our long-lived assets, including property and equipment,
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Revenue from sale of products is recognized
upon shipment of products. Revenue from research and development contracts
represents amounts earned pursuant to agreements to perform research and
development activities for third parties and is recognized as earned under the
respective agreement. Because research and development services are provided
evenly over the contract period, revenue is recognized ratably over the contract
period. Research and development agreements in effect in 2004 and 2003 provided
for fees to the Company based on time and materials in exchange for performing
specified research and development functions. Research and development and
advertising costs are expensed when incurred. Inventories are recorded at the
lower of cost or market, using the first-in, first-out method.

      Results of Operations

      Year Ended June 30, 2005 compared to 2004

      Net sales. Net sales for the year ended June 30, 2005 were approximately
$5,565,000, a 5.6% increase from approximately $5,271,000 in 2004. North
American sales increased 3.4% while sales to international distributors
increased 12.0% from year to year. With respect to the Company's major product
lines, Phospholipids kit sales increased 2.8% for the fiscal year, Coagulation
kit sales increased 13.9 %, HA kit sales increased 22.9%, and Autoimmune kit
sales increased 50.9%. Additionally, OEM sales decreased 24%. Sales of products
manufactured for us by other companies while still relatively small, are
expected to continue to increase during fiscal 2006.

      Cost of sales. Gross profit, as a percentage of sales, decreased slightly
to 63.3% in 2005 from 64.4% in 2004 primarily due to higher raw material costs
associated with the new manufacturing format of the Company's main product line.

      Selling and marketing. Selling and marketing expenses increased 11.3% to
approximately $1,500,000 in 2005 from approximately $1,348,000 in 2004. The
majority of this increase involved increases in advertising, CE Marking expense
(i.e., European Conformity, the costs incurred in order to insure that our
products comply with the essential requirements of the relevant European health,
safety and environmental protection legislations often referred to as the
European Union's IVD Directive), commissions and labor-related expenses.

      Research and development. Research and development expenses decreased
16.9% to approximately $613,000 in 2005 from approximately $738,000 in 2004. The
majority of this decrease involved reductions in labor-related costs and
purchases and development costs.

      General and administrative. General and administrative expenses increased
$17,000 or 1.3% to approximately $1,284,000 in 2005 from approximately
$1,267,000 in 2004. Overall modest increases in domestic expenses were offset by
similar decreases in international expenses.

      Interest expense. Interest expense increased 179.5% to approximately
$470,000 in 2005 from approximately $168,000 in 2004 due primarily to the
amortization of discount on the notes payable to Genesis and the amortization of
deferred financing costs and discount on the notes payable to the institutional
investors in the recently completed private placement.

      Liquidity and Capital Resources

      Cash used in operating activities was $767,107 for the current fiscal year
compared to $258,635 during the prior fiscal year. The cash used in operations
resulted primarily from a substantial increase in deferred financing costs along
with increases in inventories and accounts receivable and decreases in accrued
liabilities partially offset by charges to income resulting from the accretion
of discount on notes payable, common stock issued for services and loss on
extinguishment of debt. In addition, there was a modest decrease in accounts
payable. 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 financially sound enterprises.

      Net cash used by investing activities, the purchase of equipment, was
$18,392 in fiscal 2005 compared to $7,124 for fiscal 2004. The increase was
mainly attributable to increased spending on refrigeration equipment and
computers.

      Net cash provided by financing activities amounted to $1,598,895 during
fiscal 2005 compared to $381,149 in the prior fiscal year. This increase in cash
provided over the comparable prior year was primarily due to the financing
discussed above offset by a substantial decrease in notes payable.

      Historically, we have financed our operations primarily through long-term
debt and by sales of common and redeemable common stock. We have also financed
operations through sales of diagnostic products and agreements with strategic
partners. Accounts receivable increased 6.4% to $887,645 from $834,153 in 2004
primarily as a result of sales increases during the year.

      Our future capital requirements will depend on a number of factors,
including the ability to complete new equity or debt financing, the possible
redemption of common stock, our profitability or lack thereof, the rate at which
we grow our business and our investment in proprietary research activities, the
ability of our current and future strategic partners to fund outside research
and development activities, our success in increasing sales of both existing and
new products and collaborations, expenses associated with unforeseen litigation,
regulatory changes, competition, technological developments, general economic
conditions and potential future merger and acquisition activity. Our principal
sources of liquidity have been cash raised from the private sale of secured
convertible term notes and the sale of redeemable common and common stock, the
Bridge Note from Genesis, and long-term debt financing. The Company announced in
January 2005, the engagement of Ascendiant Securities for investment banking
services. Ascendiant, together with Burnham Securities, arranged the financing
that closed on May 19, 2005, which is described in detail herein. In connection
with this financing, the Company refinanced approximately $1,016,196 of debt,
including loans from Vectra Bank, SBA and Genesis Bioventures. We believe that
our current availability of cash, working capital, proceeds from the issuance of
common stock and debt financing and expected cash flows from operations
resulting from, if necessary, further expense reductions, will be adequate to
meet our ongoing needs for at least the next twelve months.


      Risk Factors

      An investment in Corgenix entails certain risks that should be carefully
considered. In addition, these risk factors could cause actual results to differ
materially from those expected include the following:


      We continue to incur losses and are likely to require additional
financing.

      We have incurred operating losses and negative cash flow from operations
for most of our history. Losses incurred since our inception have aggregated
$5,501,144 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 changes from our budget, we
believe that we will have sufficient cash to satisfy our needs for at least the
next twelve months. If we are not able to operate profitably and generate
positive cash flows, we will undoubtedly need to raise additional capital, most
likely via the sale of equity securities, to fund our operations. If we do in
fact 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 or our selling, marketing and
administrative activities any of which could have a material adverse effect on
the future of the business.

      We depend upon collaborative relationships and third parties for product
      development and commercialization.

      We have historically entered into research and development agreements with
collaborative partners, from which we derived 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 be
forced to undertake such activities entirely at our own expense. The amount and
timing of resources that any of these partners devotes to these activities may
be based on progress by us in our product development efforts. 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.

      There can be no assurance of successful or timely development of
additional products.

      Our business strategy includes the development of additional diagnostic
products for the diagnostic 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
ability to remain competitive in our product niches would be impaired.

      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 and biotechnology 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 also greater than ours. Moreover, the diagnostics industry
continues to demonstrate a degree consolidation, whereby some 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.

      Our products and activities are subject to regulation by various
      governments and government agencies.

      The testing, manufacture and sale of our products is subject to regulation
by numerous governmental authorities, principally the United States Food and
Drug Administration 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 limited in our
ability to commence marketing or commercial sales in the United States of new
products under development until we receive clearance or approval 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 pre-market clearance or pre-market 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
negatively impact our sales and thus have a material adverse effect on our
business.

      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 reports 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. 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 would decrease our net
income or increase our net loss and thus have a potentially material adverse
effect upon our business, financial conditions and results of operations.

      Distribution of diagnostic products outside the United States is subject
to extensive foreign 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 United States commercial
distribution may be subject to FDA export restrictions. Failure to obtain
necessary regulatory approval or the failure to comply with regulatory
requirements could reduce our product sales and thus have a potentially material
adverse effect on our business, financial condition and results of operations.

      We depend upon 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 reduce our sales and cash flow and thus have a potentially material
adverse effect on our business, financial condition and results of operations.

      Third party reimbursement for purchases of our diagnostic products is
      uncertain.

      In the United States, health care providers that purchase diagnostic
products, such as hospitals and physicians, generally rely on third party
payers, principally private health insurance plans, federal Medicare and state
Medicaid, to reimburse all or part of the cost of the purchase. Third party
payers 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 payers, or changes in government and
private third party payers' 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.

      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 patent will afford meaningful
protection against a competitor, or that patents issued or licensed 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. The potential for reduced sales and increased legal expenses
would have a negative impact on our cash flow and thus our overall business
could be adversely affected.

      We may not be able to successfully implement our plans to acquire other
      companies or technologies.

      Our growth strategy includes the acquisition of 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, which could result in significant dilution to its
existing stockholders. If we do complete one or more acquisitions, a number of
risks arise, such as disruption of our existing business, 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. Any of these factors could materially harm
Corgenix's business or its operating results.

      We depend on suppliers for our products' components.

      The components of our products include chemical, biological and packaging
supplies that are generally available from several suppliers, except certain
antibodies and other critical components, which we purchase 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. If, for some reason, we lose our main supplier
for a given material, 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 impair
the manufacturing of certain of our products and thus have a material adverse
effect on our business, financial condition and results of operations.

      We have only 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 limited 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.

      Due to the specialized nature of our business, our success will be highly
      dependent upon our ability to attract and retain qualified scientific and
      executive personnel.

      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.

      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. 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 cash flow and thus potentially a materially adverse effect on our
business, financial condition and results of operations.

      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.
These broad market fluctuations and other factors, such as new product
developments, trends in our industry, the investment markets, economic
conditions generally, and 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." Such rules require the delivery prior to any penny stock transaction of
a disclosure schedule explaining the penny stock market and all associated risks
and impose various sales practice requirements on broker-dealers who sell penny
stocks to persons other than established customers and accredited investors,
which are generally defined as institutions or an investor with a net worth in
excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together
with the spouse. For these types of transactions the broker-dealer must make a
special suitability determination for the purchaser and have received the
purchaser's written consent to the transaction prior to sale. The additional
burdens imposed upon broker-dealers by such requirements may discourage
broker-dealers from effecting transactions in securities subject to the penny
stock rules.


      There are risks associated with fluctuating 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. 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 adversely
affected.


Item 7.  Financial Statements.

      The financial statements listed in the accompanying index to the
consolidated financial statements are filed as part of this Annual Report on
Form 10-KSB.

Item 8.  Changes  In and  Disagreements  With  Accountants  on  Accounting  and
Financial
      Disclosure.

      None.

Item 8A.  Controls and Procedures.


Evaluation of disclosure controls and procedures

      The Company, under the supervision and with the participation of the
Company's management, including its Chief Executive Officer and Chief Financial
Officer, carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as defined in
Rules 240.13a-14c under the Securities Exchange Act of 1934 (the "Exchange Act")
as of the end of the period covered by this report (the "Evaluation Date").
Based upon this evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that, as of the Evaluation Date, the Company's disclosure
controls and procedures were effective for the purposes of recording,
processing, summarizing and timely reporting information required to be
disclosed by the Company in the reports that it files under the Securities
Exchange Act of 1934 and that such information is accumulated and communicated
to the Company's management in order to allow timely decisions regarding
required disclosure.

Changes in internal controls

      There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect the Company's disclosure
controls and procedures subsequent to the Evaluation Date, nor were there any
significant deficiencies or material weaknesses in the Company's internal
controls.

<page>

                                    PART III

Item 9.  Directors and Executive Officers.

      Directors and Executive Officers

The   following table sets forth certain information with respect to the
      directors and executive officers of Corgenix as of June 30, 2005:

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

Name                  Age    Position               Director/Officer
                                                    of the Company
                                                    [Subsidiary]
                                                        Since
---------------------------------------------------------------------
---------------------------------------------------------------------

Douglass T. Simpson   57  President and Chief         1998 (1992)
                          Executive
                          Officer, Director
Luis R. Lopez, M.D.   57                              1998 (1990)
                          Chief Medical
                          Officer and
                          Chairman

William H.           59   Senior Vice                 2000 (2000)
Critchfield               President, Finance
                          and Administration
                          and Chief                   1998 (1996)
                          Financial Officer

Ann L. Steinbarger   52   Senior Vice
                          President Operations

Taryn G. Reynolds    46   Vice President              1998 (1996)
                          Facilities and IT

Jun Sasaki           52   Director                    2002 (2002)

---------------------------------------------------------------------
Douglass T. Simpson,  Mr.  Simpson has been the President of Corgenix since May
1998 and was  elected a director in May 1998.  Mr.  Simpson  joined  Corgenix's
operating  subsidiary as Vice  President of Business  Development  in 1992, was
promoted  to Vice  President,  General  Manager  in  1995,  to  Executive  Vice
President in 1996,  to President in February  1998 and then to Chief  Executive
Officer in April 2005. Prior to joining  Corgenix's  operating  subsidiary,  he
was a Managing  Partner at Venture  Marketing Group in Austin,  Texas, a health
care and  biotechnology  marketing  firm,  and in that  capacity,  served  as a
consultant  to REAADS from 1990 until 1992.  From 1984 to 1990 Mr.  Simpson was
employed  by  Kallestad  Diagnostics,  Inc.  (now part of BioRad  Laboratories,
Inc.), one of the largest  diagnostic  companies in the world,  where he served
as Vice  President  of  Marketing,  in charge  of all  marketing  and  business
development.   Mr.  Simpson  holds  B.S.  and  M.S.   degrees  in  Biology  and
Chemistry from Lamar University in Beaumont, Texas

Luis R. Lopez, M.D., Dr. Lopez has served as the Chief Executive Officer and
Chairman of the Board of Directors of Corgenix from May 1998 until April 2005
when his title was changed to Chief Medical Officer. From 1987 to 1990, Dr.
Lopez was Vice President of Clinical Affairs at BioStar Medical Products, Inc.,
a Boulder, Colorado diagnostic firm. From 1986 to 1987 he served as Research
Associate with the Rheumatology Division of the University of Colorado Health
Sciences Center, Denver, Colorado. From 1980 to 1986 he was Professor of
Immunology at Cayetano Heredia University School of Medicine in Lima, Peru,
during which time he also maintained a medical practice with the Allergy and
Clinical Immunology group at Clinica Ricardo Palma in Lima. From 1978 to 1980
Dr. Lopez held a fellowship in Clinical Immunology at the University of Colorado
Health Sciences Center. He received his M.D. degree in 1974 from Cayetano
Heredia University School of Medicine in Lima, Peru. He is a clinical member of
the American College of Rheumatology, and a corresponding member of the American
Academy of Allergy, Asthma and Immunology. Dr. Lopez is licensed to practice
medicine in Colorado, and is widely published in the areas of immunology and
autoimmune disease.

William H. Critchfield, has been Senior Vice President Finance and
Administration and Chief Financial Officer of the Company since April 2005 and
was Vice President and Chief Financial Officer from December 2000 to April 2005.
Prior to joining Corgenix, Mr. Critchfield was Executive Vice President and
Chief Financial Officer of U.S. Medical, Inc., a Denver, Colorado based
privately held distributor of new and used capital medical equipment. From May
of 1994 through July of 1999, he served as President and Chief Financial Officer
of W.L.C. Enterprises, Inc., a retail business holding company. From November
1991 to May 1994, Mr. Critchfield served as Executive Vice President and Chief
Financial Officer of Air Methods Corporation, a publicly traded company which is
the leading U.S. company in the air medical transportation industry and is the
successor company to Cell Technology, Inc., a publicly traded biotechnology
company, where he served in a similar capacity from 1987-1991. From 1986 through
September 1987 he served as Vice President of Finance and Administration for
Biostar Medical Products, Inc., a developer and manufacturer of diagnostic
immunoassays. In the past, Mr. Critchfield also served as Vice President of
Finance for Nuclear Pharmacy, Inc., formerly a publicly traded company and the
world's largest chain of centralized radiopharmacies. Mr. Critchfield is a
certified public accountant in Colorado. He graduated magna cum laude from
California State University-Northridge with a Bachelor of Science degree in
Business Administration and Accounting.

Ann L. Steinbarger, has been the Senior Vice President, Operations of Corgenix
since April 2005 and was the Vice President of Sales and Marketing from May 1998
to April 2005. Ms. Steinbarger joined Corgenix's operating subsidiary in January
1996 as Vice President, Sales and Marketing with responsibility for its
worldwide marketing and distribution strategies. Prior to joining Corgenix, Ms.
Steinbarger was with Boehringer Mannheim Corporation, Indianapolis, Indiana, a
$200 million IVD company. At Boehringer from 1976 to 1996, she served in a
series of increasingly important sales management positions. Ms. Steinbarger
holds a B.S. degree in Microbiology from Purdue University in West Lafayette,
Indiana.

Taryn G.  Reynolds,  has been a Vice  President of Corgenix since May 1998. Mr.
Reynolds  joined  Corgenix's  operating  subsidiary  in 1992,  serving first as
Director of Administration,  then as Managing  Director,  U.S.  Operations.  He
has served as Vice  President,  Operations and in 1999,  became Vice President,
Facilities  and  Information   Technology.   Prior  to  joining  Corgenix,  Mr.
Reynolds held executive  positions at Brinker  International,  MJAR Corporation
and M&S Incorporated,  all Colorado-based  property,  operational and financial
management firms.

Jun Sasaki,  Mr. Sasaki was elected as a director in December  2002. Mr. Sasaki
has  been  the  Division  Officer  and  General  Manager  of the  International
Diagnostic  Reagents  Division of Medical & Biological  Laboratories  Co., Ltd.
(MBL) since June 1999.  From 1993 to 1999,  Mr. Sasaki was the General  Manager
of MBL's  Sales and  Marketing  Department.  From 1992 to 1993,  he was located
in  Boston,   Massachusetts  and  was  engaged  in  the  establishment  of  MBL
International  Corporation,  a sales  subsidiary  of MBL. He joined MBL in 1976
and  has  been  instrumental  in the  development  of a  series  of  autoimmune
products.  Mr.  Sasaki  received a B.E.  degree from  Yamanashi  University  in
Yamanashi prefecture, Japan.



COMPLIANCE WITH SECTION 16 (a) OF THE SECURITIES EXCHANGE ACT OF 1934

      Section 16 (a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, as well as persons
beneficially owning more than 10% of the Company's outstanding Common Stock, to
file reports of ownership and changes in ownership with the Commission within
specified time periods. Such officers, directors and stockholders are also
required to furnish the Company with copies of all Section 16 (a) forms they
file.

      Based solely on its review of such forms received by it, or written
representations from certain reporting persons, the Company believes that all
Section 16 (a) filing requirements applicable to its officers, directors and 10%
stockholders were complied with during the fiscal year ended June 30, 2005.


Item 10.  Executive Compensation.

      The following table shows how much compensation was paid by Corgenix for
the last three fiscal years to Corgenix's Chief Executive Officer and each other
executive officer whose total annual salary and bonus exceeded $100,000 for
services rendered to the subsidiaries during such fiscal years (collectively,
the "Named Executive Officers").

      Summary Compensation Table

                                  Annual
                                  Cash          Long-Term
                               Compensation    Compensation
                               -----------------------

  Name and Principal   Fiscal  Salary          Options
       Position         Year  and Bonus   Granted (# ofShares)
 -----------------------------------------------------
 Douglass T. Simpson    2005   $157,826      205,000
 President, Chief       2004   $148,386         -
 Executive Officer      2003   $152,250       59,072

 Dr. Luis R. Lopez ..   2004   $180,372      100,000
 Chairman and Chief     2003   $169,583         -
 Medical Officer        2002   $174,000       41,900

 William H.             2004   $140,916      125,000
 Critchfield ........   2003   $132,487          -
 Senior Vice            2002   $135,937       34,119
 President Finance
 and Administration
 and Chief Financial
 Officer

 Ann L. Steinbarger .   2004   $140,916      100,000
 Senior Vice            2003   $132,487         -
 President,             2002   $135,937       41,519
 Operations

 Taryn G. Reynolds...   2004   $117,733       70,000
 Vice President,        2003   $105,991          -
 Facilities and         2002   $108,750       35,695
 Information
 Technology

      Long-Term Incentive Compensation

      Issuances of stock under the Stock Compensation Plan to the Named
Executive Officers during the fiscal year ended June 30, 2005 were as follows:

-----------------------------------------------------------
        Officer           Issuances of Stock Under Stock
                        Compensation Plan in Fiscal 2005
-----------------------------------------------------------
-----------------------------------------------------------
Douglass T. Simpson                      0
-----------------------------------------------------------
-----------------------------------------------------------
Dr. Luis R. Lopez 0
-----------------------------------------------------------
-----------------------------------------------------------
William H. Critchfield                   0
-----------------------------------------------------------
-----------------------------------------------------------
Ann L. Steinbarger                       0
-----------------------------------------------------------
-----------------------------------------------------------
Taryn G. Reynolds                        0
-----------------------------------------------------------

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

      The following table sets forth information concerning option exercises by
the Named Executive Officers during the fiscal year ended June 30, 2005 and
outstanding options held by the Named Executive Officers as of June 30, 2005:

             Number           Number of Shares       Value of
              of                 Underlying         In-the-Money
            Shares               Unexercised        Options at
            Acquired           Options at FY-End      FY-End ($)
              on       Value     Exercisable/        Exercisable/
  Name     Exercise  Realized($) Unexercisable/     Unexercisable(i)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Douglass T.      0       0     63,723/222,557         0/ 65,600
Simpson
Dr. Luis R.      0       0     32,347/111,833         0/ 32,000
Lopez
William H.       0       0     44,627/136,373         0/40,000
Critchfield
Ann L.           0       0     47,774/111,706         0/32,000
Steinbarger
Taryn G.         0       0     40,715/79,765          0/22,400
Reynolds

(i) Based on the price of the Company's common stock at June 30, 2005 of $0.25
per share.

      Employment and Consulting Agreements

      Corgenix has entered into employment agreements with the following
officers as of the respective dates and for the minimum annual salaries as noted
opposite each of their names:

                     Officer                 Minimum Annual Salary

o     Douglass T. Simpson -  $180,000, dated July 1, 2005
o     Dr. Luis R. Lopez -    $184,573, dated July 1, 2005
o     William H. Critchfield-$165,000, dated July 1, 2005
o     Ann L. Steinbarger -   $150,000, dated July 1, 2005
o     Taryn  G. Reynolds -   $115,358, dated July 1, 2005

      Each of the above employment agreements is for continuously renewable
terms of three years, provides for severance payments equal to twelve month's
salary and benefits if the employment of the officer is terminated without cause
(as defined in the respective agreements), and an automobile expense
reimbursement of $400 per month.

      Compensation Committee Interlocks and Insider Participation

      The Compensation Committee of Corgenix is currently composed of Dr. Lopez
and Mr. Simpson with Mr. Simpson serving as Chairman. No interlocking
relationship exists between any member of the Board or Compensation Committee
and any member of the board of directors or compensation committee of any other
company, nor has any such interlocking relationship existed in the past.


<PAGE>


      Code of Ethics

      The Company has not yet adopted a written code of ethics that applies to
our CEO and CFO. The Company is in the process of formulating such a code of
ethics and will adopt it for the fiscal year ended June 30, 2006.

Item 11.  Security  Ownership of Certain  Beneficial  Owners and Management and
Related Stockholder Matters.



      The following table sets forth as of June 30, 2005, certain information
regarding the ownership of Corgenix's common stock by (i) each person known by
Corgenix to be the beneficial owner of more than 5% of the outstanding shares of
common stock, (ii) each of Corgenix's directors, (iii) each Named Executive
Officer and (iv) all of Corgenix's executive officers and directors as a group.
Unless otherwise indicated, the address of each person shown is c/o Corgenix,
12061 Tejon Street, Westminster, CO 80234. Beneficial ownership, for purposes of
this table, includes options to purchase common stock that are either currently
exercisable or will be exercisable within 60 days of June 30, 2005. Other than
Dr. Lopez and Mr. Reynolds, no other director or executive officer beneficially
owned more than 5% of the common stock. Directors and executive officers as a
group beneficially owned 16.0% of the common stock.


                                    Shares Beneficially
                                           Owned
--------------------------------   -----------------------

                                                 Percent of
                                                    Total
Name of Beneficial Owner             Number      Beneficial
--------------------------------   ----------    ---------
Medical & Biological
Laboratories Co., Ltd......          880,282        11.50%


Dr. Luis R. Lopez(1)............     807,848         5.28%

CAMOFI MASTER LDC...............  12,021,515        29.50%

Truk Opportunity Fund...........   5,845,376        14.32%

Douglass T. Simpson (1).........     260,228         1.70%

Ann L. Steinbarger(1).............    71,089         0.46%

William H. Critchfield(1)........     54,627         0.36%

Taryn G. Reynolds(1).............  1,250,487         8.21%

All current directors and
current executive officers as
a group (5 persons)..............  2,444,279         16.01%


(1) Current director or officer.

Item 12.  Certain Relationships and Related Transactions.


             Except for the debt conversion described below, there have not been
any transactions, or series of similar transactions, since the beginning of the
Company's last fiscal year, or any currently proposed transaction, or series of
similar transactions, to which the Company or any of its subsidiaries was or is
to be a party, in which the amount involved exceeds $60,000 and in which any
director or executive officer of the Company, nominee for election as a
director, any five percent security holder or any member of the immediate family
of any of the foregoing persons had, or will have, a direct or indirect material
interest. On May 22, 1998 and March 1, 1999, three executive officers loaned the
Company a total of $57,225 which loans, as of June 7, 2005, had been in default
for a considerable time period. On June 7, 2005, the Company and the three
executive officers of the Company agreed to a transaction whereby the Company
issued shares of the Company's common stock and warrants to acquire additional
shares of common stock in exchange for the respective executive officer's
agreement to accept the Shares and Warrants in full satisfaction of all amounts
owed by the Company to them pursuant to the terms of their respective promissory
notes. The Shares and Warrants exchanged for the debt owing to the executive
officers were as follows:

Executive       Principal and Interest     Shares       Warrants
Officer         Owed to Officer          Exchanged      Exchanged
--------------------------------------------------------------------------
Dr. Luis R.      $42,269                  169,076        169,076
Lopez

Douglass T.      $17,159                   68,636        68,636
Simpson

Taryn G.         $139,929                 559,716        559,716
Reynolds
                ---------               -----------     ----------
Totals           $199,357                 797,428        797,428


Item 13.  Exhibits and Reports on Form 8-K.

      a. Index to and Description of Exhibits


Exhibit
Number   Description of Exhibit

1.1      Underwriting Agreement

2.1      Plan of purchase, sale, etc.

3.1      Articles of Incorporation, as amended, filed with the Company's
         Registration Statement on Form 10-SB filed June 29, 1998, and
         incorporated herein by reference.

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

4.1      Form of Term Note Security Agreement dated May 19, 2005

4.2      Form of Common Stock Purchase Warrant dated May 19, 2005

10.4     License Agreement dated June 30, 2001 between Chugai
         Diagnostic Science Co., Ltd. and Corgenix Medical
         Corporation, filed with the Company's Form 10-KSB, and
         incorporated herein by reference.

10.5     Office Lease dated May 5, 2001 between Crossroads West
         LLC/Decook Metrotech LLC and Corgenix, Inc., filed with
         the Company's Form-10KSB, and incorporated herein by
         reference.

10.6     Guarantee dated November 1, 1997 between William George Fleming,
         Douglass Simpson and Geoffrey Vernon Callen, filed with the Company's
         Registration Statement on Form 10-SB filed June 29, 1998, and
         incorporated herein by reference.

10.7*    Employment Agreement dated July 1, 2005 between Luis R.
         Lopez and the Company.

10.8*    Employment Agreement dated July 1, 2005 between Douglass
         T. Simpson and the Company.

10.9*    Employment Agreement dated July 1, 2005 between William H.
         Critchfield and the Company.

10.10*   Employment Agreement dated July 1, 2005 between Ann L.
         Steinbarger and the Company.

10.11*   Employment Agreement dated July 1, 2005 between Taryn G.
         Reynolds and the Company.

10.14    Note dated January 6, 1997 between REAADS Medical Products, Inc. and
         Eagle Bank, filed with the Company's Registration Statement on Form
         10-SB filed June 29, 1998, and incorporated herein by reference.

10.15    Form of Indemnification Agreement between the Company and its directors
         and officers, filed with the Company's Registration Statement on Form
         10-SB/A-1 filed September 24, 1998 and incorporated herein by
         reference.

10.16    Warrant agreement dated June 1, 2000 between the Company and Taryn G.
         Reynolds, filed with the Company's Form 10-KSB, and incorporated herein
         by reference.

10.19    Consulting Agreement dated September 29, 2002 between Eiji Matsuura,
         Ph.D and the Company, filed with the Company's Form 10-QSB, and
         incorporated herein by reference.

10.20    License Agreement dated September 29, 2002 between Eiji Matsuura, Ph.D
         and the Company, filed with the Company's Form 10-QSB, and incorporated
         herein by reference.

10.23    Amended and Restated 1999 Incentive Stock Plan filed with the Company's
         filing of Proxy Statement Schedule 14A Information, and incorporated
         herein by reference.

10.24    Amended and Restated Employee Stock Purchase Plan, filed with the
         Company's filing of Proxy Statement Schedule 14A Information, and
         incorporated herein by reference.

10.25    Agreement and Plan of Merger dated as of March 12, 2004 by
         and among Genesis Bioventures, Inc., GBI Acquisition
         Corporation and Corgenix Medical Corp.

10.26*   Product Development, Manufacturing and Distribution
         Agreement dated May 13, 2004 between Creative Clinical
         Concepts, Inc. and the Company.

10.28    Warrant Agreement dated October 11, 2001, between Phillips V. Bradford
         and the Company, filed with the Company's Form 10-QSB, and incorporated
         herein by reference.

10.29    Warrant Agreement dated October 11, 2001 between Charles F. Ferris and
         the Company, filed with the Company's Form 10-QSB, and incorporated
         herein by reference.

10.30    Underlease Agreement dated October 3, 2001 between G.V. Calen, A.G.
         Pirmohamed and Corgenix UK, Ltd,. filed with the Company's Form 10-QSB,
         and incorporated herein by reference.

10.31*   Supply Agreement dated September 12, 2003 between
         DiaDexus, Inc. and the Company.

10.32    Distribution Agreement and OEM Agreement dated March 14, 2002 between
         RhiGene, Inc., and the 0Company, filed with the Company's Form 10-QSB,
         and incorporated herein by reference.

10.33*   Distribution Agreement and OEM Supply Agreement dated
         March 31, 2005 between MBL International, Inc. and the
         Company.

10.34    Form of Securities Purchase Agreement dated May 19, 2005

10.35    Form of Secured Convertible Term Note dated May 19, 2005

10.36    Form of Registration Rights Agreement dated May 19, 2005

10.37    Form of Restricted Account Agreement dated May 19, 2005

10.38    Form of Restricted Account Side Letter dated May 19, 2005

10.39    Form of Stock Pledge Agreement dated May 19, 2005

10.40    Form of Lockup Letter dated May 19, 2005

10.41    Form of Subsidiary Guaranty dated May 19, 2005

10.42*   2005 Incentive Compensation Plan dated April 21, 2005.

10.43*   Note dated August 1, 2005 between the Company and Medical
         & Biological Laboratories, Co., Ltd.

10.44*   Amendment to Common Stock Purchase Agreement and Common
         Stock Purchase Warrant dated August 1, 2005 between the
         Company and Medical & Biological Laboratories, Co., Ltd.

21.1     Subsidiaries of the Registrant, filed as Exhibit 21.1 to the Company's
         Registration Statement on Form 10-SB, filed June 29, 1998.

31.1*    Certification pursuant to section 302 of the
         Sarbanes-Oxley Act of 2002.

32.1*    Certification by Chief Executive Officer pursuant to 18 U.S.C. Section
         1350, or adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002.

32.2*    Certification by Principal Financial Officer pursuant to 18 U.S.C.
         Section 1350, or adopted pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002.
*  Filed herewith.

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

1.           Form 8-K filed September 21, 2004 Entry Into Material Definitive
             Agreement.

           2. Form 8-K filed September 23, 2004 Entry into Material Definitive
           Agreement

3. Form 8-K filed October 21, 2004 Entry into Material Definitive Agreement.

4. Form 8-K filed January 4, 2005 Entry into Material Definitive Agreement.

5. Form 8-K filed January 14, 2005 Termination of Material Definitive
   Agreement

6. Form 8-K filed January 18, 2005 Termination of Material Definitive
   Agreement

7. Form 8-K filed March 14, 2005 Changes in Accountant

8. Form 8-K/A filed March 22, 2005 Changes in Accountant

9. Form 8-K/A filed April 13, 2005 Changes in Accountant

10.Form 8-K filed May 25, 2005 Departure of Directors or Principal
   Officers; Election of Directors; Appointment of Principal Officers

11. Form 8-K filed May 26, 2005 Entry into Material Definitive
    Agreement

Item 14.  Principal Accountant Fees and Services.

      The Company's principal outside accountant who serves as the Company's
auditor and the Company's principal outside accountant for preparation of the
Company's Federal and State income tax returns is Hein & Associates LLP. In
fiscal 2004, KPMG LLP served as the Company's auditor and Hein & Associates LLP
was the principal outside accountant for preparation of the Company's Federal
and State income tax returns.

      KPMG LLP was previously the principal accountants for Corgenix Medical
Corporation. On March 8, 2005, that firm was dismissed by Corgenix as principal
accountants and Hein & Associates LLP was engaged as principal accountants. The
decision to change accountants was approved by the audit committee of the board
of directors. In connection with the audits of the two fiscal years ended June
30, 2004, and the subsequent interim period through March 8, 2005, there were no
disagreements with KPMG LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference in connection with their opinion to the subject matter of the
disagreement.
      The audit reports of KPMG LLP on the consolidated financial statements of
Corgenix Medical Corporation and subsidiaries as of and for the years ended June
30, 2004 and 2003 did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles, except as follows:

      KPMG LLP's report on the consolidated financial statements of Corgenix
Medical Corporation and subsidiaries as of and for the years ended June 30, 2004
and 2003, contained a separate paragraph stating "as discussed in note 1 (g) to
the consolidated financial statements, effective July 1, 2002, the Company
changed its method of accounting for goodwill as prescribed by Statement of
Financial Accounting Standards No. 142."

      The aggregate fees billed by such firms for each of the last two fiscal
years for professional services rendered by the Company's principal accountants
are as follows:

-----------------------------------------------------------
             Audit Fees  Audit-Relat  Tax Fees    All Other
             (Includes   Fees                       Fees
             Form QSB
             Reviews &
             Consents)
-----------------------------------------------------------
-----------------------------------------------------------
2005-Hein      $53,800       --       $8,500        --
-----------------------------------------------------------
-----------------------------------------------------------
2005-KPMG      $38,950       --         --          --
-----------------------------------------------------------
-----------------------------------------------------------
2004-Hein        --          --       $8,500        --
-----------------------------------------------------------
-----------------------------------------------------------
2004-KPMG      $77,250       --         --          --
-----------------------------------------------------------

` The Company's Audit Committee (the "Committee") is responsible for the
appointment, compensation, retention and oversight of the work of the registered
public accounting firm (including resolution of disagreements between management
and the independent auditor regarding financial reporting) for the purpose of
preparing or issuing an audit report or performing other audit, review or attest
services for the Company. The Committee pre-approves all permissible non-audit
services and all audit, review or attest engagements required under the
securities laws (including the fees and terms thereof) to be performed for the
Company by its registered public accounting firm, provided, however, that
de-minimus non-audit services may instead be approved in accordance with
applicable SEC rules.


<PAGE>






                     Consent of Independent Registered Public Accounting Firm




The Board of Directors
Corgenix Medical Corporation:

We consent to the incorporation by reference in the registration statements
(Nos. 333-125623, 333-101528, 333-55682 and 333-69775) on Form S-8 of
Corgenix Medical Corporation of our report dated October 11, 2004, with respect
to the consolidated balance sheet of Corgenix Medical Corporation and
subsidiaries as of June 30, 2004, and the related consolidated statements of
operations and comprehensive loss, stockholders' equity and cash flows for the
year then ended, which report appears in the June 30, 2005, annual report on
Form 10-KSB of Corgenix Medical Corporation.



                                    KPMG LLP


Denver, Colorado
September 21, 2005








<page>
           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We consent to the incorporation by reference in Registration Statement Nos.
333-125623, 333-101528, 333-55682, and 333-69775 of Corgenix Medical Corporation
on Form S-8 of our report, dated July 27, 2005, appearing in this Annual Report
on Form 10-KSB of Corgenix Medical Corporation for the year ended June 30, 2005.



HEIN & ASSOCIATES LLP

Denver, Colorado
September 21, 2005

<page>
                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES

                        Consolidated Financial Statements

                             June 30, 2005 and 2004

     (With Independent Registered Public Accounting Firm's Report Thereon)


<PAGE>



                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES




                                                                 Page


Index to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firms        F-1

Consolidated Balance Sheets as of June 30, 2005 and 2004         F-3

Consolidated Statements of Operations and Comprehensive
  Loss for the years ended June 30, 2005 and 2004                F-5

Consolidated Statements of Stockholders' Equity
  for the years ended June 30, 2005 and 2004                     F-6

Consolidated Statements of Cash Flows for the years ended
  June 30, 2005 and 2004                                         F-7

Notes to Consolidated Financial Statements                       F-8


<PAGE>



            Report of Independent Registered Public Accounting Firm


The Board of Directors and Stockholders
Corgenix Medical Corporation:

We have audited the accompanying consolidated balance sheet of Corgenix Medical
Corporation and subsidiaries (Company) as of June 30, 2004, and the related
consolidated statements of operations and comprehensive loss, stockholders'
equity and cash flows for the year then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Corgenix Medical
Corporation and subsidiaries as of June 30, 2004, and the results of their
operations and their cash flows for the year then ended, in conformity with U.S.
generally accepted accounting principles.



                                    KPMG LLP



Denver, Colorado
October 11, 2004

<page>

            Report of Independent Registered Public Accounting Firm


The Board of Directors and Stockholders
Corgenix Medical Corporation:

We have audited the accompanying consolidated balance sheet of Corgenix Medical
Corporation and subsidiaries (Company) as of June 30, 2005, and the related
consolidated statements of operations and comprehensive loss, stockholders'
equity and cash flows for the year then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Corgenix Medical
Corporation and subsidiaries as of June 30, 2005, and the results of their
operations and their cash flows for the year then ended, in conformity with U.S.
generally accepted accounting principles.



                              Hein & Associates LLP



Denver, Colorado
July 27, 2005


<PAGE>




                     CORGENIX MEDICAL CORPORATION
                           AND SUBSIDIARIES
                     Consolidated Balance Sheets
                        June 30, 2005 and 2004

                    Assets                          2005       2004
                                                  ---------  ----------

Current assets:
                                                $
  Cash and cash equivalents                       1,281,965   468,954
  Accounts receivable, less allowance for
doubtful accounts of $13,097                      887,645    834,153

  Inventories                                     1,215,787  982,227

  Prepaid expenses                                51,842      30,276
                                                  ---------  ----------


       Total current assets                       3,437,239  2,315,610
                                                  ---------  ----------

Equipment:

    Capitalized software costs                    122,855      122,855

  Machinery and laboratory equipment              639,692    588,219

  Furniture, fixtures and office equipment        523,762    511,488
                                                  ---------  ----------


                                                  1,286,309  1,222,562
  Accumulated depreciation and amortization      (1,028,103)  (913,020)
                                                  ---------  ----------


       Net equipment                                258,206    309,542
                                                  ---------  ----------


Intangible assets:
    Patents, net of accumulated amortization
  of $1,093,970 and $1,019,474, respectively        23,574     98,070

    License                                         18,275        -
  Goodwill, net of accumulated amortization
  of $44,979 in 2004                                  -        13,677
                                                   -------    -------
                                                    41,849    111,747
Other assets:
    Deferred financing costs net of
amortization of $39,440                            907,095        -

  Due from officer                                  12,000     12,000

  Restricted cash (note 3)                         250,000        -

  Other                                             86,105     98,925
                                                  ---------  ----------


       Total assets                              $ 4,992,494  2,847,824
                                                  =========  ==========

     Liabilities and Stockholders' Equity

Current liabilities:
  Current portion of notes payable, net of
  discount (note 3)                               $ 221,176     569,988

  Current portion of capital lease obligations       22,370      51,395

  Accounts payable                                  453,764     483,642

  Accrued payroll and related liabilities           218,411     173,392

  Accrued interest                                      753     127,831

  Accrued liabilities                               113,293     169,929
                                                   ---------- ---------


       Total current liabilities                  1,029,767   1,576,177

Notes payable, net of discount, less current
portion (note 3)                                    980,716     238,445

Capital lease obligation, less current portion       22,754       9,712
                                                  ---------  ----------

                    Total liabilities             2,033,237   1,824,334
                                                  ---------  ----------

Redeemable common stock, 880,282 shares issued and outstanding, aggregate
   redemption value of $500,000, net of unaccreted discount and issuance costs
   of $0 at June 30, 2005
   and $64,919 at June 30, 2004                    500,000      435,081

Stockholders' equity:
  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 8,172,435  and
      5,321,319 shares in 2005 and 2004,
      respectively                                   7,292       4,440

  Additional paid-in capital                     7,966,172   5,449,100


<page>
                    CORGENIX MEDICAL CORPORATION
                           AND SUBSIDIARIES
                     Consolidated Balance Sheets
                        June 30, 2005 and 2004


  Accumulated deficit                             (5,501,144)(4,853,767)

    Accumulated other comprehensive loss             (13,063)   (11,364)
                                                    ---------  ----------


       Total stockholders' equity                  2,459,257    588,409
                                                   ----------  ----------

Commitments and contingencies

       Total liabilities and stockholders' equity  4,992,494  2,847,824
                                                   =========  ==========
See accompanying notes to consolidated financial statements.




<PAGE>



                    CORGENIX MEDICAL CORPORATION
                          AND SUBSIDIARIES
    Consolidated Statements of Operations and Comprehensive Loss
                 Years ended June 30, 2005 and 2004

                                                 2005        2004
                                              ----------- -----------

                                            $           $
Net sales                                     5,564,835   5,270,553

Cost of sales                                 2,044,922   1,873,534
                                              ----------- -----------


        Gross profit                          3,519,913   3,397,019

Operating expenses:

  Selling and marketing                       1,499,524   1,348,318

     Research and development                   612,898     737,897

     General and administrative               1,283,661   1,267,479
                                              ----------- -----------

                                              3,396,083   3,353,694
                                              ----------- -----------

        Operating income                        123,830      43,325
                                              ----------- -----------


Other income (expense) -

      Loss on extinguishment of debt          (361,057)       --

      Other Income                             125,000        --
  Interest expense                            (470,231)   (168,240)
                                              ----------- -----------


            Net loss                          (582,458)   (124,915)

Accretion of discount on redeemable common
stock                                           64,919      86,555
                                              ----------- -----------
                                              ----------- -----------

Net loss attributable to common
stockholders                                $ (647,377)   (211,470)
                                              =========   =========

Net loss per share basic and diluted        $   (0.12)      (0.04)
                                              =========== ===========

Weighted average shares outstanding -
basic and diluted                             5,537,242   5,305,425
                                              =========== ===========


Net loss                                    $  (582,458)   (124,915)

Other comprehensive loss -
  foreign currency translation                   (1,699)    (12,033)
                                              ----------- -----------


        Total comprehensive loss            $  (584,157)   (136,948)
                                              =========== ===========

See accompanying notes to consolidated financial statements.


<PAGE>



                  CORGENIX MEDICAL CORPORATION
                        AND SUBSIDIARIES
        Consolidated Statements of Stockholders' Equity
               Years ended June 30, 2005 and 2004


            Common                                   Accumulated
            Stock,    Common  Additional                Other       Total
          Number of   Stock   Paid-in   Accumulated  Comprehensive Stockholders'
           Shares     Amount  Capital    Deficit       Income      Equity
         ----------------------------------------------------------------------
Balances at
July 1,
2003     5,271,192  $   4,391  4,930,576 (4,642,297)       669      $ 293,339


Issuance of
common stock
for services 50,127 $      49    18,524      --             --      $   18,573

Accretion of discount
on redeemable common
stock         --           --      --     (86,555)          --      $  (86,555)

Beneficial conversion
feature of Genesis
convertible note
payable
(note 3)      --    $      --    500,000     --             --      $   500,000

Foreign currency
translation   --    $      --      --        --          (12,033)   $   (12,033)

Net loss      --    $      --      --     (124,915)         --      $  (124,915)
            ------      ------   ------  ------------     ------     ---------

Balances at June 30,
2004      5,321,319      4,440 5,449,100  (4,853,767)    (11,364)      588,409

Issuance of common stock for
cash and exercise of stock
options   1,271,000  $   1,271   313,741     --             --      $  315,012

Issuance of common
stock in exchange
for debt    885,090  $     886   220,389     --             --      $  221,275

Issuance of common stock
for
services    695,026  $     695   181,341     --             --      $  182,036

Issuance of warrants for
services      --     $     --    390,661     --             --      $  390,661

Issuance of warrants in
exchange
for debt      --     $     --    177,017     --             --      $  177,017

Beneficial conversion feature
of institutional convertible
note Payable
(note 3)      --     $     --  1,306,298     --             --      $ 1,306,298

Accretion of discount on
redeemable common
stock         --     $     --     --      (64,919)          --      $  (64,919)

Deferred offering costs
related to equity portion of
financing     --     $     --   (72,375)     --             --      $  (72,375)

Foreign currency
translation   --     $     --      --        --          (1,699)    $   (1,699)

Net loss      --     $     --      --    (582,458)          --      $ (582,458)
           ------   ---------- --------- ----------- ------------  ------------
Balances at June 30,
2005      8,172,435  $  7,292  7,966,172 (5,501,144)     (13,063)   $ 2,459,257
          ========= ========== ========== =========== ============= ===========
See accompanying notes to consolidated financial statements.


<PAGE>



                      CORGENIX MEDICAL CORPORATION
                            AND SUBSIDIARIES
                 Consolidated Statements of Cash Flows
                   Years ended June 30, 2005 and 2004

                                                         2005       2004
                                                       --------- ---------

Cash flows from operating activities:
  Net loss                                           $ (582,458) $(124,915)
  Adjustments to reconcile net loss to net cash
provided by (used in)
       operating activities:

      Depreciation and amortization                    203,350    196,259
            Accretion of discount on notes
 payable                                               503,390     84,801

      Common stock issued for services                 182,037     12,582
                   Loss on extinguishment of debt
exchanged for stock and warrants                       177,017       --
                   Amortization of deferred
financing costs                                         39,440       --
      Changes in operating assets and liabilities:

        Accounts receivable, net                       (54,073)   (180,669)
        Inventories                                   (233,951)   (165,459)
        Prepaid expenses and other assets, net        (833,643)     19,762
        Accounts payable                               (29,608)   (185,064)
        Accrued payroll and related liabilities         47,433      (3,071)
        Accrued liabilities, including accrued
        interest                                      (186,041)     87,139
                                                      ----------------------
              Net  cash   provided   by   (used   in)
operating activities                                  (767,107)   (258,635)
                                                       ---------------------

Cash flows used in investing activities:

     Additions to equipment                            (18,392)     (7,124)
Cash flows from financing activities:
  Proceeds from issuance of common stock, redeemable
common stock, warrants and stock options               242,636       5,990

      Proceeds from issuance of notes payable        2,420,000     665,936

  Payments on notes payable                         (1,002,358)   (194,500)

      Payments on capital lease obligations            (61,383)    (96,277)
                                                       --------   ----------

              Net   cash    provided   by   financing
activities                                           1,598,895     381,149
                                                     ----------------------

              Net increase (decrease) in cash and
cash equivalents                                       813,396     115,390


Impact of exchange rate changes on cash                   (385)     11,187


Cash and cash equivalents at beginning of year          468,954    342,377
                                                     ----------------------


Cash and cash equivalents at end of year             $ 1,281,965  $468,954
                                                       ====================

Supplemental cash flow disclosures:

Cash paid for interest                               $  244,356   $ 56,226
                                                       ====================

Cash paid for income taxes                           $    --      $  --
                                                       ==================

Noncash investing and financing activities -

  Equipment acquired under capital leases            $   45,400   $  --
                                                       ==================
      Issuance of stock for
debt                                                 $  221,274   $  --
                                                       ==================
      Placement warrants issued in connection with
debt financing                                       $  390,661      --
                                                       ==================
See accompanying notes to consolidated financial statements.


<PAGE>





                              CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES

                    Notes to Consolidated Financial Statements

                             June 30, 2005 and 2004

(1) Summary of Significant Accounting Policies
    (a) Business and Basis of Presentation
        Corgenix (formerly known as REAADS Medical Products) develops,
        manufactures and markets diagnostic products for the serologic diagnosis
        of certain vascular diseases and autoimmune disorders using proprietary
        technology. The Company markets its products to hospitals and
        free-standing laboratories worldwide through a network of sales
        representatives, distributors and private label (OEM) agreements. The
        Company's corporate offices 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. and Corgenix
        (UK) Limited ("Corgenix UK"). 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.

(b)   Principles of Consolidation

        The consolidated financial statements include the financial statements
        of Corgenix Medical Corporation and its wholly owned subsidiaries.
        Inter-company balances and transactions have been eliminated in
        consolidation.

    (c) Use of Estimates
        The preparation of financial statements in conformity with accounting
        principles generally accepted in the United States of America requires
        management to make estimates and assumptions that affect the reported
        amounts of assets and liabilities and disclosure of contingent assets
        and liabilities at the date of the financial statements and the reported
        amounts of revenue and expenses during the reporting period. Actual
        results could differ significantly from those estimates.

    (d) Cash and Cash Equivalents
        The Company considers all highly liquid debt instruments purchased with
        maturities of three months or less at purchase to be cash equivalents.


<PAGE>


                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
                    Notes to Consolidated Financial Statements

                             June 30, 2005 and 2004


(e)   Trade Accounts Receivable
        Trade accounts receivable are recorded at the invoiced amount and do not
        bear interest. The allowance for doubtful accounts is the Company's best
        estimate of the amount of probable credit losses in the Company's
        existing accounts receivable. The Company determines the allowance based
        on historical write-off experience. The Company reviews its allowance
        for doubtful accounts monthly. Past due balances over 90 days and over a
        specified amount are reviewed individually for collectibility. Account
        balances are charged off against the allowance after all means of
        collection have been exhausted and the potential for recovery is
        considered remote. The Company does not have any off-balance-sheet
        credit exposure related to customers.

    (f) Inventories
        Inventories are recorded at the lower of cost or market, using the
        first-in, first-out method. A provision is recorded to reduce excess and
        obsolete inventories to their estimated net realizable value, when
        necessary. No such provision was recorded as of and for the two years
        ended June 30, 2005. Components of inventories as of June 30, are as
        follows:

                           2005         2004
                         ----------  -----------
Raw materials         $   318,957     192,226
Work-in-process           530,106     413,639
Finished goods            366,724     376,362
                         ----------  -----------
                      $  1,215,787    982,227
                         ==========  ===========

    (g) Equipment and Software
        Equipment and software are recorded at cost. Equipment under capital
        leases is recorded initially at the present value of the minimum lease
        payments. Equipment acquired under capital leases amounted to $45,400 in
        2005. Accumulated depreciation on said equipment amounted to $5,135 as
        of June 30, 2005. No equipment was acquired under capital leases during
        2004. Depreciation and amortization expense, which totaled $203,350 and
        $196,259 for the years ended June 30, 2005 and 2004, respectively, is
        calculated primarily using the straight-line method over the estimated
        useful lives of the respective assets which range from 3 to 7 years.
        Capitalized software costs are related to the Company's web site
        development, which are being amortized over three years, beginning in
        October 2002.

    (h) Intangible Assets
        Intangible assets consist of purchased patents and goodwill. Purchased
        patents are amortized using the straight-line method over the shorter of
        15 years or the remaining life of the patent.The Company adopted the
        provisions of Statement of Financial Accounting Standards (SFAS) No.
        142, Goodwill and Other Intangible Assets (SFAS No. 142) on July 1,
        2002. Pursuant to SFAS No. 142, goodwill and intangible assets acquired
        in a purchase business combination and determined to have indefinite
        lives are not amortized, but instead are tested for impairment at least

<PAGE>




                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

                                June 30, 2005 and 2004


        annually in accordance with the provisions of this statement.
        Identifiable intangibles with estimated useful lives continue to be
        amortized over their respective estimated useful lives and reviewed for
        impairment in accordance with SFAS No. 144, Accounting for Impairment or
        Disposal of Long Lived Assets.

(i)      Advertising Costs

        Advertising costs are expensed when incurred. Advertising costs included
        in selling and marketing expenses totaled $50,681 and $27,705 in fiscal
        2005 and 2004, respectively.

    (j) Income Taxes
        Income taxes are accounted for under the asset and liability method.
        Deferred tax assets and liabilities are recognized for net operating
        loss and other credit carryforwards and the future tax consequences
        attributable to differences between the financial statement carrying
        amounts of existing assets and liabilities and their respective tax
        bases. Deferred tax assets and liabilities are measured using enacted
        tax rates expected to apply to taxable income in the years in which the
        tax effect of transactions are expected to be realized. The effect on
        deferred tax assets and liabilities of a change in tax rates is
        recognized in the consolidated statements of operations in the period
        that includes the enactment date.

        Deferred tax assets are reduced by a valuation allowance for the portion
        of such assets for which it is more likely than not the amount will not
        be realized. Deferred tax assets and liabilities are classified as
        current or noncurrent based on the classification of the underlying
        asset or liability giving rise to the temporary difference or the
        expected date of utilization of the carry forwards.

         (k)    Revenue Recognition
        Revenue is recognized upon shipment of products. Sales discounts and
        allowances are recorded at the time product sales are recognized and are
        offset against sales revenue.

    (l) Research and Development

        Research and development costs and any costs associated with internally
        developed patents, formulas or other proprietary technology are expensed
        as incurred. Research and development expense for the years ended June
        30, 2005 and 2004 totaled $612,898 and $737,897 respectively.
        Revenue from research and development contracts represents amounts
        earned pursuant to agreements to perform research and development
        activities for third parties and is recognized as earned under the
        respective agreement. Because research and development services are
        provided evenly over the contract period, revenue is recognized ratably
        over the contract period. Research and  development  agreements  in
        effect  in 2005  and  2004 provided for fees to the Company




                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
                    Notes to Consolidated Financial Statements

                             June 30, 2005 and 2004



        based on time and materials in exchange for performing specified
        research and development functions. Contract research and development
        revenues were $75,321 and $211,935 for the years ended June 30, 2005 and
        2004, respectively. Research and development contracts are generally
        short term with options to extend, and can be cancelled under specific
        circumstances.

    (m) Long-Lived Assets
        The Company reviews long-lived assets, including intangibles, for
        impairment whenever events or changes in circumstances indicate that the
        carrying amount of such assets may not be recoverable. Events relating
        to recoverability may include significant unfavorable changes in
        business conditions, recurring losses, or a forecasted inability to
        achieve break-even operating results over an extended period. The
        Company evaluates the recoverability of long-lived assets based upon
        forecasted undiscounted cash flows. Should an impairment in value be
        indicated, the carrying value of intangible assets will be adjusted,
        based on estimates of future discounted cash flows resulting from the
        use and ultimate disposition of the asset.

    (n) Stock-Based Compensation
        The Company accounts for its stock plans in accordance with the
        provisions of Accounting Principles Board (APB) Opinion No. 25,
        Accounting for Stock Issued to Employees, SFAS No.148, Accounting for
        Stock-Based Compensation-Transition and Disclosure, and related
        interpretations. As such, compensation expense is recorded on the date
        of grant only if the current market price of the underlying stock
        exceeds the exercise price. SFAS No. 123, Accounting for Stock-Based
        Compensation, permits entities to recognize as expense over the vesting
        period the fair value of all stock-based awards on the date of grant.
        Alternatively, SFAS No. 123 also allows entities to continue to apply
        the provisions of APB Opinion No. 25 and provide pro forma net loss
        disclosures for employee stock option grants as if the fair-value-based
        method defined in SFAS No. 123 had been applied. The Company has elected
        to continue to apply the provisions of APB Opinion No. 25 and provide
        the pro forma disclosures required by SFAS No. 123.

        Had the Company determined compensation cost based on the fair value at
        the date of grant for its stock options under SFAS No. 123, the
        Company's net income (loss) would have been increased to the pro forma
        amounts indicated as follows:

                                               2005         2004
                                             ----------   ---------
  Net   loss   attributable   to   common $  (647,377) $  (211,470)
    shareholders as reported
  Deduct   total   stock-based   employee
    compensation    expense    determined
    under   fair-value   method  for  all
    awards, net of tax                        (43,958)     (60,528)
                                             ----------   ---------
                                             ----------   ---------
  Pro forma net loss                      $  (691,335) $  (271,998)
                                             =========    =========
  Net loss per share, basic and diluted   $   (0.12)   $   (0.04)
    as reported
  Net loss per share, basic and diluted   $   (0.12)   $   (0.05)
    pro forma

<page>
                         CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
                 Notes to Consolidated Financial Statements


                            June 30, 2005 and 2004


        Fair value was determined using the Black Scholes option - pricing model
        with the following assumptions: no expected dividends, volatility of
        159.9% in fiscal 2005, risk-free interest rate of 3.30 % in fiscal 2005
        and expected lives of seven years.

        The weighted average fair value per option of options granted during the
        year ended June 30, 2005 was $0.30. No stock options were granted during
        the year ended June 30, 2004.


(o)     Earnings Per Share

        Basic earnings (loss) per share is computed by dividing net loss
        attributable to common stockholders by the weighted average number of
        common shares outstanding. Diluted earnings (loss) per share is computed
        by dividing net loss attributable to common stockholders by the weighted
        average number of common shares outstanding increased for potentially
        dilutive common shares outstanding during the period. The dilutive
        effect of stock options and their equivalents is calculated using the
        treasury stock method. Stock options to purchase 640,000 shares were
        granted in fiscal 2005. No stock options were granted in fiscal 2004.
        Options and warrants to purchase common stock totaling 12,997,052 and
        556,782 shares for fiscal years 2005 and 2004 respectively, are not
        included in the calculation of weighted average common shares-diluted
        below as their effect is anti-dilutive. Redeemable common stock is
        included in the common shares outstanding for purposes of calculating
        net income (loss) per share.

                                                  2005       2004
                                                ---------  ---------

        Net loss attributable to common         $(647,377) $(211,470)
          stockholders
                                                ---------  ---------

           Common and common equivalent
            shares outstanding:
           Historical common shares
            outstanding at beginning of year    5,321,319  5,271,192
           Weighted average common equivalent
            shares issued during year             215,923     34,233
                                                ---------  ---------

          Weighted average common shares -
            basic and diluted                   5,537,242  5,305,425
                                                =========  ==========
         Net loss per share - basic and diluted
                                                 $(.12)     $ (.04)
                                                =========  =========

    (p)    Warrants

        The Company has recorded contingent stock purchase warrants in
        accordance with Emerging Issues Task Force Bulletin 96-18: Accounting
        for Equity Instruments That Are Issued to OtherThan Employees for
        Acquiring, or in Conjunction with Selling, Goods or Services. At the


                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

                             June 30, 2005 and 2004


        grant date, the minimum number of warrants which may eventually be
        issued are recorded at their fair value, which is adjusted in subsequent
        periods for revisions of the minimum number of warrants to be issued and
        the then current fair value of the warrants.

    (q)    Foreign Currency Transactions

        The accounts of the Company's foreign subsidiary are generally measured
        using the local currency as the functional currency. For those
        operations, assets and liabilities are translated into U.S. dollars at
        period-end exchange rates. Income and expense accounts are translated at
        average monthly exchange rates. Adjustments resulting from such
        translation are accumulated in other comprehensive income as a separate
        component of stockholders' equity.

(r)   Liquidity

       The Company's future capital requirements will depend on a number of
       factors, including the ability to complete new equity or debt financing,
       the possible redemption of common stock, the profitability or lack
       thereof, the rate at which it grows its business and its investment in
       proprietary research activities, the ability of its current and future
       strategic partners to fund outside research and development activities,
       its success in increasing sales of both existing and new products and
       collaborations, expenses associated with unforeseen litigation,
       regulatory changes, competition, technological developments, general
       economic conditions and potential future merger and acquisition activity.
       The Company's principal sources of liquidity have been cash raised from
       the private sale of secured convertible term notes and the sale of
       redeemable common and common stock, the Bridge Note, and long- term debt
       financing. The Company announced in January 2005, the engagement of
       Ascendiant Securities for investment banking services. Ascendiant,
       together with Burnham Securities, arranged the financing the financing
       that closed on May 19, 2005, which is described in detail herein. In
       connection with this financing, the Company refinanced approximately
       $970,000 of debt, including loans from Vectra Bank, SBA and Genesis
       Bioventures. The Company believes that its current availability of cash,
       working capital, future proceeds from the issuance of common stock and
       debt financing and expected cash flows from operations resulting from, if
       necessary, further expense reductions, will be adequate to meet its
       ongoing needs for at least the next twelve months. At June 30, 2005, cash
       on hand amounted to $1,281,965 compared to $468,954 at June 30, 2004.
       This estimate of the Company's future capital requirements is a
       forward-looking statement that is based on assumptions that involve
       varying risks and uncertainties. Actual results may differ significantly
       from the Company's estimates. There are no assurances the Company would
       be able to make required payments under certain of its agreements
       described above if they become due.


<PAGE>



                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
                    Notes to Consolidated Financial Statements

                             June 30, 2005 and 2004

(s)   Recently Issued Accounting Pronouncements

       FAS 123R Disclosure. In December 2004, the FASB issued SFAS No. 123(R),
       Share-Based Payment, which is a revision of SFAS No. 123, Accounting for
       Stock-Based Compensation. SFAS No. 123(R) will be effective for the
       Company beginning January 1, 2006, and supersedes APB Opinion No. 25,
       Accounting for Stock Issued to Employees, and amends SFAS No. 95,
       Statement of Cash Flows. SFAS No. 123(R) requires all share-based
       payments to employees, including grants of employee stock options, to be
       recognized in the income statement based on their fair values. Pro-forma
       disclosure is no longer an alternative. The Company does not expect the
       adoption of FAS 123(R) will have a material impact on the Company's
       financial statements.

       FAS 151 Disclosure. In November 2004, the FASB issued SFAS 151, Inventory
       Costs, which revised ARB 43, relating to inventory costs. This revision
       is to clarify the accounting for abnormal amounts of idle facility
       expense, freight, handling costs and wasted material (spoilage). This
       Statement requires that these items be recognized as a current period
       charge regardless of whether they meet the criterion specified in ARB 43.
       In addition, this Statement requires the allocation of fixed production
       overheads to the costs of conversion be based on normal capacity of the
       production facilities. SFAS 151 is effective for inventory costs incurred
       during fiscal years beginning after June 15, 2005. The Company does not
       believe the adoption of SFAS 151 will have a material impact on the
       Company's financial statements.

       FAS 153 Disclosure. The FASB issued SFAS 153, Exchanges of Nonmonetary
       Assets, which changes the guidance in APB Opinion 29, Accounting for
       Nonmonetary Transactions. This statement amends Opinion 29 to eliminate
       the exception for nonmonetary exchanges of similar productive assets and
       replaces it with a general exception for exchanges of nonmonetary assets
       that do not have commercial substance. A nonmonetary exchange has
       commercial substance if the future cash flows of the entity are expected
       to change significantly as a result of the exchange. SFAS 153 is
       effective during fiscal years beginning after June 15, 2005. The Company
       does not believe the adoption of SFAS 153 will have a material impact on
       the Company's financial statements.

       FAS 154 Disclosure. In June 2005, the FASB issued SFAS No. 154,
       Accounting Changes and Error Corrections, a replacement of APB Opinion
       No. 20 and SFAS No. 3. The statement applies to all voluntary changes in
       accounting principles, and changes the requirements for accounting for
       and reporting of a change in accounting principle. The Company does not
       believe the adoption of SFAS No. 154 will have a material impact on the
       Company's financial statements.


<PAGE>





                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                             June 30, 2005 and 2004


(2)   Terminated Merger with Genesis Bioventures, Inc.

    On October 15, 2004 the Company and Genesis Bioventures, Inc. (which we
    refer to as GBI or Genesis) a biomedical development company focused on the
    development of diagnostic tests, signed an amendment to the May 21, 2004
    Amended and Restated Plan of Merger (the "Merger Agreement"), extending the
    closing date for the proposed merger to on or before February 28, 2005. The
    extension was executed in the form of Amendment No. 1 (the "Amendment") to
    the Merger Agreement, a copy of which was filed on Form 8-K on October 20,
    2004.

    The Amendment, among other changes, allowed the Company to terminate the
    Merger Agreement at any time prior to November 30, 2004 if it was not
    satisfied with the terms or the progress of the new equity financing. A new
    equity financing in an amount of at least $6,000,000 was a condition to the
    closing of the Merger pursuant to section 9.13 of the Merger Agreement. On
    November 30, 2004, the Company and Genesis agreed to extend the date for
    obtaining the financing to December 10, 2004. On December 9, 2004, the
    parties agreed to extend the date to December 31, 2004, and on December 31,
    2004, the parties agreed to extend the deadline for terminating the Merger
    Agreement to January 15, 2005.

    On January 14, 2005 Corgenix terminated the Amended and Restated Agreement
    and Plan of Merger with Genesis Bioventures, Inc. due to the lack of
    progress towards the completion of the $6.0 million merger-related financing
    and the expiration of key dates within the Merger Agreement (as amended).

    On March 24, 2004, Genesis advanced $500,000 to Corgenix, which was
    represented by a promissory note ("Bridge Note"). As of May 19, 2005, the
    Company owed $470,000 less approximately $50,000 of offsets on the Bridge
    Note. As a result of the termination of the Merger Agreement, the note was
    converted to a fixed two-year term note bearing interest at the prime rate
    in effect as of the date of termination of the Merger Agreement, or 5.25%.
    The note was to be fully amortized over four semi-annual payments of
    principal and accrued interest; however, the note was convertible, at the
    election of Genesis, into Corgenix common stock at a conversion price of
    $.568 per share.

    The market value of the Company's stock had increased from the date of the
    letter of intent to the date the Bridge Note was executed, resulting in a
    beneficial conversion feature that was credited to equity, and an equal
    amount was recognized as interest expense from January 12, 2005, the date
    the planned merger was terminated until May 19, 2005, the date the Genesis
    note was purchased by the financial institutions in the aforementioned
    Private Placement, using the effective interest method.


(3) Notes Payable
    Notes payable consist of the following at June 30, 2005 and 2004:



                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
                 Notes to Consolidated Financial Statements

                             June 30, 2005 and 2004


                                                 2005         2004
                                               ----------  ------------


    Secured, amortizing convertible term note
    payable to institutional investors, net of
    discount of $1,218,108, with interest at the
    greater of 12% or prime plus 3%
    (12% as of June 30, 2005), interest
    only from June 1, 2005 through October
    1, 2005 and then due in monthly
    installments of $55,667 plus interest
    through May 19, 2008, collateralized by
    commercial security agreements and a
    partial guaranty by an officer of the
    company. See discussion of terms below.   $   451,892    $  -

    Secured, non-amortizing
    convertible term note payable to in-
    stitutional investors, with interest at
    the greater of 12% or prime plus 3%
    (12% as of June 30, 2005), interest,
    interest only payments commencing June
    1, 2005 until  May 19, 2008,
    collaterialized by commercial security
    agreements. See discussion of terms
    below.                                        500,000        -


    Secured, restricted, non-amortizing
    convertible term note payable to institutional
    investors, with interest at prime (6% at June 30,
    2005), interest only payments commencing June 1,
    2005 until the earlier of May 19, 2008 or the
    date the proceeds to the company are no longer
    restricted, collateralized by commercial security
    agreements. See discussion of terms below.     250,000        -

    Bridge Note payable to
    Genesis Bioventures,Inc., net of
    discount of $415,199. See discussion of
    terms below.                                      -         84,801

    Note payable to a bank, with interest
    at prime plus 2.75% (7.0% at June 30, 2004),
    due in monthly installments of principal and
    interest of $13,369 through January 2007,
    collateralized by commercial
    security agreements and a key man life insurance
    policy.                                           -        369,351

    Variable Rate Loan payable to a bank,
    with interest at prime plus 1.0%
    (minimum rate of 5.5%), due in monthly
    installments of principal and
    interest through August 2004. This loan
    payable is collateralized by
    accounts receivable and inventory and is
    an extension and conversion of a
    revolving credit agreement with the same bank
    which matured on March 31, 2004.                  -        292,507


    Notes payable, unsecured, to former
    preferred stockholders,
    with interest at 17%, due on demand.
    At June 30, 2004, the Company was in
    default on these notes. See discussion of this
    default below.                                    -         61,774

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

                                                1,201,892      808,433


<PAGE>



                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES

                    Notes to Consolidated Financial Statements

                             June 30, 2005 and 2004


                                                             2005        2004
                                                            -----       ------
    Current portion, net of current portion of discount  (221,176)    (569,988)
       Notes payable, excluding current portion        $  980,716   $  238,445
                                                      ============= ===========

    Certain of the notes payable restrict the payment of dividends on the
    Company's common stock. As described in note (2), Genesis advanced $500,000
    to the Company under the Bridge Note. Interest accrued on the principal
    balance of the Bridge Note from January 14, 2005, the date the planned
    merger was terminated until May 19, 2005, the date the Bridge Note was
    purchased as part of the Private Placement Financing. The market value of
    the Company's stock was in excess of the potential conversion price at the
    date the note was executed, resulting in a beneficial conversion feature of
    approximately $660,000. As required by Emerging Issues Task Force Bulletins
    98-5, "Accounting for Convertible Securities with Beneficial Conversion
    Features of Contingently Adjustable Conversion Ratios" and 00-27,
    "Application of Issue 98-5 to Certain Convertible Instruments", the entire
    proceeds of the Bridge Note were credited to additional paid-in capital. The
    Bridge Note was recorded net of a $500,000 discount, which was being
    accreted to interest expense over the potential term of the Bridge Note. In
    the Company's 10-QSB for the three and nine months ended March 31, 2004, the
    Bridge Note proceeds were classified in debt, rather than being reflected as
    additional paid-in capital. The financial statements for the year ended June
    30, 2004 reflect the appropriate reclassification.

    On May 19, 2005, we entered into a series of agreements with Truk
    Opportunity Fund, LLC, a Delaware limited liability company, Truk
    International Fund, LP, a Cayman Islands company, and DCOFI Master LDC, a
    Cayman Islands company, which has subsequently changed its name to CAMOFI
    Master LDC, a Cayman Islands company (together, the "Debt Investors"),
    pursuant to which we issued secured convertible term notes in the aggregate
    principal amount of $2,420,000 due May 19, 2008, together with 6,840,000
    common stock purchase warrants. In this financing, $250,000 is held in a
    restricted cash account. However, that amount will be released if the
    Company's common stock trades a minimum daily value of $25,000 at an average
    closing price per share of $0.40 or greater for 22 consecutive trading days.
    We also entered into a registration rights agreement whereby, among other
    things, we agreed to file a registration statement, with the SEC, to
    register the resale of the shares of common stock that we will issue upon
    exercise of the warrants held by the Debt Investors and upon conversion of
    their notes. We agreed to keep the registration statement effective until
    the date when all of the shares registered hereunder are sold or the date on
    which the shares registered hereunder can be sold without registration and
    without restriction as to the number of shares that may be sold. The notes
    are convertible into shares of our common stock at a conversion rate of
    $0.30 per share and the exercise price of the warrants is $0.23 per share,
    each subject to adjustments as specified in the applicable agreements. The
    warrants may be exercised until May 19, 2012. The estimated relative fair
    value of the warrants upon issuance of the convertible notes payable was
    calculated as $935,482 using the Black-Scholes option-pricing model with the
    following assumptions: no expected dividend yield, volatility of 159.9%,
    risk-free interest rate of 3.30% and an expected life of seven years. The
    gross proceeds of the secured convertible term notes of $2,420,000 were
    allocated $1,484,518 to notes payable and $935,482 to the related warrants.
    The market value of the Company's common stock was in excess of the
    effective conversion price after allocation, resulting in a beneficial
    conversion feature (discount) of $370,816. As required by Accounting
    Principles Board Opinion 14, "Accounting for Convertible Debt and Debt
    Issued with Stock Purchase Warrants", Emerging Issues Task Force Bulletins
    98-5, "Accounting for Convertible Securities with Beneficial Conversion
    Features of Contingently.


<PAGE>


                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
                    Notes to Consolidated Financial Statements

                             June 30, 2005 and 2004



    Adjustable Conversion Ratios" and 00-27, "Application of Issue 98-5 to
    Certain Convertible Instruments", the portion of the proceeds equal to the
    total discount attributed to both the warrants and the beneficial conversion
    feature was credited to additional paid in capital. The convertible debt was
    recorded net of the $1,306,298 total discount, which is being accreted to
    interest expense over the 36-month term of the notes payable.

    On June 7, 2005, the Company and former preferred stockholders, including
    three executive officers of the Company, agreed in principal to a
    transaction whereby the Company issued 885,090 shares of the Company's
    common stock ("Shares") and 885,090 warrants to acquire additional shares of
    common stock ("Warrants") in full satisfaction of all amounts owed by the
    Company to them pursuant to the terms of their respective promissory notes.

    Aggregate maturities of notes payable by year, as of June 30, 2005, are as
    follows:

Years ending June 30:
  2006                        $  445,336
  2007                           668,004
  2008                          1,306,660
                                ---------
 Less unaccreted discount on    ----------
convertible    notes            2,420,000
                               (1,218,108)
                                -----------
                                -----------
Net maturities                $ 1,201,892


(4) Employee Stock Purchase and Stock Option Plans
    Effective January 1, 1999, the Company adopted an Employee Stock Purchase
    Plan to provide eligible employees an opportunity to purchase shares of its
    common stock through payroll deductions, up to 10% of eligible compensation.
    The plan is registered under Section 423 of the Internal Revenue Code of
    1986. Each quarter, participant account balances are used to purchase shares
    of stock at the lesser of 85% of the fair value of shares on the first
    business day (grant date) and last business day (exercise date) of each
    quarter. No right to purchase shares shall be granted if, immediately after
    the grant, the employee would own stock aggregating 5% or more of the total
    combined voting power or value of all classes of stock. A total of 200,000
    common shares have been registered with the Securities and Exchange
    Commission (SEC) for purchase under the plan. In fiscal 2005 16,145 shares
    were issued under the plan. In fiscal 2004 35,394 shares were issued under
    the plan.

    Compensation expense recognized for the 15% discount on shares purchased
    under this plan amounted to $1,329 and $1,882 in fiscal 2005 and 2004,
    respectively.





                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
                    Notes to Consolidated Financial Statements

                             June 30, 2005 and 2004



    In October 1999 and July 2000 the Company reserved a total of 200,000 shares
    of its common stock for an incentive stock option plan (Plan) for employees,
    directors and consultants. Options are granted at the discretion of the
    board of directors with an exercise price equal to or greater than the
    market value of the Company's common stock on the grant date. At the
    December 2002 annual stockholders meeting, the Company and its stockholders
    adopted the Amended and Restated 1999 Incentive Stock Plan whereby 800,000
    shares of Corgenix common stock were reserved for issuance under this plan.
    In April 2005, the Company's Board of Directors approved the 2005 Incentive
    Compensation Plan whereby 1,500,000 shares of Corgenix common stock were
    reserved for issuance under this plan. The 2005 plan is expected to be
    adopted by the stockholders at its December 2005 annual stockholders
    meeting.

    Detail of stock option activity for the two-year period ended June 30, 2005
    is as follows:


                                                           Weighted
                                              Range of      average
                                Number of     exercise     exercise
                                  shares       prices        price
                                -----------  ------------  -----------
                                -----------  ------------  -----------

    Outstanding at July 1,
    2003                         484,480    $ 0.001-3.28   $   0.509
    Granted at market price        --             --             --
    Granted  at  greater  than
    market price                   --             --             --
    Granted   at  lower   than
    market price                   --             --             --
    Exercised                    (14,733)     0.35-0.45        0.407

    Canceled                     (21,447)     0.35-1.25        0.535
                                -----------

    Outstanding at June 30,      448,300   $ 0.001-3.28        0.509
    2004
    Granted at market price        --            --              --
    Granted  at  greater  than
    market price                 640,000        0.30            0.30
    Granted   at  lower   than
    market price                   --            --              --
    Exercised                    (11,000)      0.001           0.001
    Canceled                       --            --              --

    Outstanding at June 30,     1,077,300                      0.406
    2005

    Options exercisable at       344,967                       0.568
    June 30, 2005                ========





<PAGE>


                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
                    Notes to Consolidated Financial Statements

                             June 30, 2005 and 2004

    The following table summarizes information about stock options issued to
    employees and directors that are outstanding at June 30, 2005:

    --------------------------------------------  -------------------
                                                     Exercisable
                 Outstanding options                   options
    --------------------------------------------  -------------------
    --------------------------------------------  -------------------
                             Weighted
                             average
                            remaining    Weighted           Weighted
       Range of             contractual   average           average
       exercise                life      exercise           exercise
        price       Number   (months)      price   Number     price
       ---------  ---------  ---------   -------  ---------  --------
       ---------  ---------  ---------   -------  ---------  --------

     $   0.001     15,000     51.9       0.001     15,000    0.001

   0.625 - 1.375   94,100     36.9        0.84     94,100     0.84
     0.30-0.45    964,600     76.4        0.34    232,267     0.42
        3.28        3,600      6.7        3.28      3,600     3.28
                  ---------  ---------   -------  ---------  --------
                  ---------  ---------   -------  ---------  --------

                  1,077,300   68.5      $ 0.38    344,967    $ 0.55
                  =========                       =======


                As of June 30, 2005, there were also 11,964,752 warrants issued
        to institutional investors, consultants and employees outstanding and
        exercisable ranging in prices from $.23 to $1.25 per share with a
        weighted average exercise price of $.26 per share. Fair value was
        determined using the Black Scholes option - pricing model with the
        following assumptions: no expected dividends, volatility of 159.9% in
        fiscal 2005, risk-free interest rate of 3.30 % in fiscal 2005 and
        expected lives of seven years.

(5) Commitments and Contingencies
    (a) Leases
        The Company is obligated under various noncancellable operating and
        capital leases primarily for its operating facilities and certain office
        equipment. The leases generally require the Company to pay related
        insurance costs, maintenance costs and taxes. Rent expense on operating
        leases is reflected on a straight-line basis over the lease term. Future
        minimum lease payments under noncancelable leases, with initial or
        remaining terms in excess of one year, as of June 30, 2004, are as
        follows:


                                    Capital      Operating
                                     Leases        Leases
                                    -------       --------
        Years ending June 30:

        2006                        $29,564        259,949
        2007                         21,060         58,643
        2008                          5,328         17,632
        2009                           --            9,132
                                      -----          -----

        Total future minimum lease
        Payments                     55,952      $ 345,356
                                                 ==========


<PAGE>



                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES

                    Notes to Consolidated Financial Statements

                             June 30, 2005 and 2004


        Less amounts representing interest                   (10,828)
                                                             --------

        Present value of minimum capital lease payments       45,124

        Less current portion                                  22,370
                                                             --------

            Capital lease obligations less current portion  $ 22,754
                                                            ========

        Rent expense totaled $279,361 and $248,880 for the years ended June 30,
        2005 and 2004, respectively.

    (b) Employment Agreements
        The Company has employment agreements with five key employees, all of
        whom are also stockholders. In addition to salary and benefit
        provisions, these agreements include defined commitments by the Company
        should the employees terminate their employment with or without cause.

(c)   Redeemable Common Stock and Warrants
        On July 1, 2002, as part of the Medical & Biological Laboratories Co.,
        Ltd. (MBL) Agreement, MBL purchased shares of the Company's common stock
        for $500,000, which MBL can require the Company to repurchase at the
        same price in the event that a previously existing distribution
        agreement with RhiGene, Inc. is terminated. For no additional
        consideration, MBL was also issued warrants to purchase an additional
        880,282 shares of Common Stock at a price of $.568 per share, which is
        equal to an aggregate amount of $500,000. These warrants expire on July
        3, 2007 and may be exercised in whole or in part at any time prior to
        their expiration. The estimated fair value of the warrant upon issuance
        was calculated as $401,809 using the Black-Scholes option-pricing model
        with the following assumptions: no expected dividend yield, 143%
        volatility, risk free interest rate of 4.2% and an expected life of five
        years. The gross proceeds of $500,000 were allocated $277,221 to
        redeemable common stock and $222,779 to the related warrants based on
        the relative fair values of the respective instruments to the fair value
        of the aggregate transaction. Issuance costs and the discount attributed
        to the redeemable common stock upon issuance were accreted over the
        33-month period to the first date whereupon the put option may be
        exercised, which was the expiration date of the distribution agreement
        between the Company and RhiGene, Inc. (March 31, 2005). Furthermore,
        pursuant to the agreement with MBL, as long as MBL holds at least 50% of
        the common stock purchased under the MBL agreement, MBL must give its
        written consent with respect to the payment of any dividend, the
        repurchase of any of the Company's equity securities, the liquidation or
        dissolution of the Company or the amendment of any provision of the
        Company's Articles of Incorporation or Bylaws which would adversely
        affect the rights of MBL under the stock purchase transaction documents.
        MBL was granted standard anti-dilution rights with respect to stock
        issuances not registered under the Securities Act. MBL also received
        standard piggyback registration rights along with certain demand
        registration rights.

<page>
                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
                    Notes to Consolidated Financial Statements

                             June 30, 2005 and 2004

        On March 31, 2005 our distribution agreement with RhiGene expired, and
        the Company signed a new distribution and OEM Supply Agreement with MBL
        International, Inc. ("MBLI"), a wholly owned subsidiary of MBL, which
        grants the Company non-exclusive rights to distribute MBL's complete
        diagnostic line of autoimmune testing products in the United States and
        exclusive distribution rights to the OEM Label products worldwide
        excluding the United States, Japan, Korea and Taiwan. In addition, on
        August 1, 2005 the Company and MBL executed an Amendment to the Common
        Stock Purchase Agreement and Common Stock Purchase Warrant wherein
        one-half or 440,141of the original redeemable shares are exchanged for a
        three-year promissory note payable with interest at prime (6% as of June
        30, 2005) plus two percent with payments commencing before September 1,
        2005. The shares being exchanged for the promissory note will be
        returned to the Company quarterly on a pro rata basis as payments are
        made on the promissory note. The remaining 440,141 shares will be
        redeemable by the Company at $0.568 per share as of August 1, 2008 for
        any shares still owned at that time by MBL and only to the extent that
        MBL has not realized at least $250,000 in gross proceeds upon the sales
        of its redeemable shares in the open market for the time period August
        1, 2005 through August 30, 2008. Finally, the warrants originally issued
        to MBL to purchase 880,282 shares have been extended to August 31, 2008
        and re-priced from $0.568 per share to $0.40 per share.

(6)     Income Taxes

    Income tax expense differed from the amounts computed by applying the U.S.
    federal income tax rate of 35% to pretax income as a result of the
    following:

                                              2005        2004
                                           -----------  ----------
Computed expected tax benefit            $ (203,860)     (43,720)
 Reduction (increase) in income taxes
 resulting from:
   Permanent differences                    257,051       12,328
   Impact of foreign loss not
    deductible in the United States           --            --
   Change in valuation allowance            314,300       73,455
   Section 382 Limitation Freeup           (169,600)        --
   Other                                   (197,891)     (42,063)
                                           -----------  ----------
                                         $    --            --
                                           ===========  ==========

    Deferred tax assets related to the Company's operations are comprised of the
    following at June 30, 2005.


<PAGE>



                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
                    Notes to Consolidated Financial Statements

                             June 30, 2005 and 2004


    Deferred tax assets (liabilities):
    -----------------------------------------------------------------
    -----------------------------------------------------------------
              Current-
    -----------------------------------------------------------------
    -----------------------------------------------------------------
                  Salary    and    vacation
                   related accruals               $ 35,000
    -----------------------------------------------------------------
    -----------------------------------------------------------------
                  Bad debt allowance                 5,000
    -----------------------------------------------------------------
    -----------------------------------------------------------------
                  Section  263A   inventory
                   capitalization                   16,000
    -----------------------------------------------------------------
    -----------------------------------------------------------------
               Non-Current-
    -----------------------------------------------------------------
    -----------------------------------------------------------------
                   Tax    effect   of   net
                    operating loss carryforward
                    and  R  &  D  credit
                    carryforward                 1,350,000
    -----------------------------------------------------------------
    -----------------------------------------------------------------
                    Long-lived assets               (6,000)
                                                 -------------
    -----------------------------------------------------------------
    -----------------------------------------------------------------
         Net deferred tax assets                  1,400,000
    -----------------------------------------------------------------
    -----------------------------------------------------------------
         Less valuation allowance                (1,400,000)
                                                 ----------
    -----------------------------------------------------------------
    -----------------------------------------------------------------

    -----------------------------------------------------------------
    -----------------------------------------------------------------
         Net deferred tax assets                     --
    -----------------------------------------------------------------


    At June 30, 2005, the Company has a net operating loss carry forward for
    income tax purposes of approximately $2,400,000 expiring during the period
    from 2013 to 2024. Research and experimentation tax credit carry forwards
    approximate $402,000.The utilization of net operating losses may also be
    limited due to a change in ownership under Internal Revenue Code Section
    382.

    A valuation allowance in the amount of the deferred tax asset has been
    recorded due to management's determination that it is not more likely than
    not that the tax assets will be utilized.

(7) Related Party Transactions
    On May 22, 1998 and March 1, 1999, three executive officers loaned the
    Company a total of $57,225 which has been in default for a considerable time
    period. As previously mentioned, on June 7, 2005, the Company and three
    executive officers of the Company agreed in principal to a transaction
    whereby the Company issued shares of the Company's common stock ("Shares")
    and warrants to acquire additional shares of common stock ("Warrants") in
    exchange for the respective executive officer's agreement to accept the
    Shares and Warrants in full satisfaction of all amounts owed by the Company
    to them pursuant to the terms of their respective promissory notes. The
    Shares and Warrants exchanged for the debt owing to the executive officers
    were as follows:


    Executive               Principal and            Shares       Warrants
    Officer                 Interest Owed to         Exchanged    Exchanged
                                 Officer
------------------------------------------------------------------------------
    Dr. Luis R. Lopez         $42,269              169,076      169,074

    Douglass T. Simpson       $17,159               68,636       68,636

    Taryn G. Reynolds         $139,929             559,716      559,714


(8) Concentration of Credit Risk
    The Company's customers are principally located in the United States,
    although there are a few significant foreign customers. The Company performs
    periodic credit evaluations of its customers' financial condition but
    generally does not require collateral for receivables.The Company's largest
    customer, a company headquartered in the United States, represented
    approximately 3.9% and 8.5% of sales in the years ended June 30, 2005 and
    2004, respectively, and approximately 3.7% and 7.9% of accounts receivable
    at June 30, 2005 and 2004, respectively.

(9) Reportable Segments
    The Company has two segments of business, North American and international
    operations. North American operations transacts all sales in North America
    (US, Canada and Mexico). International operations transacts all other sales.
    The following table sets forth selected financial data for these segments
    for the years ended June 30, 2005 and 2004.



<PAGE>


                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
                     Notes to Consolidated Financial Statements

                             June 30, 2005 and 2004


                                       Year ended June 30, 2005
                                   ----------------------------------
                                      North
                                     America  International  Total
                                   ----------  ---------- ----------

    Net sales - external         $ 4,986,472   1,498,010   6,484,482
    customers
    Net sales - intercompany       (919,647)          --    (919,647)
                                   ----------  ----------  ----------

          Total net sales        $ 4,066,825   1,498,010   5,564,835

    Depreciation and
    amortization                 $  201,075       2,275      203,350

    Interest expense             $  465,802       4,429     470,231

    Net income (loss)            $ (1,064,199)  481,741    (582,458)
    Segment assets               $ 4,553,888    438,606    4,992,494



                                       Year ended June 30, 2004
                                   ----------------------------------
                                      North
                                     America  International   Total
                                   ----------  ----------   ---------

    Net sales - external         $ 4,726,616   1,337,688    6,064,304
    customers
    Net sales - intercompany       (793,751)          --     (793,751)
                                   ----------  ----------   ---------
          Total net sales        $ 3,932,865   1,337,688    5,270,553

    Depreciation and                                         196,259
    amortization                 $  195,672         687

    Interest expense             $  165,439       2,801      168,240

    Net income (loss)            $ (482,303)    357,388     (124,915)

    Segment assets               $ 2,458,732    389,092     2,847,824


<PAGE>


                                                                    Exhibit 31.1
                                  CERTIFICATION

I, Douglass T. Simpson, President and Chief Executive Officer, certify that:

1.         I have reviewed this annual report on Form 10-KSB of Corgenix Medical
           Corporation.

2.         Based on my knowledge, this annual report does not contain any untrue
           statement of a material fact or omit to state a material fact
           necessary to make the statements made, in light of the circumstances
           under which such statements were made, not misleading with respect to
           the period covered by this annual report.

3.         Based on my knowledge, the financial statements, and other financial
           information included in this report, fairly present in all material
           respects the financial condition, results of operations and cash
           flows of the registrant as of, and for, the periods presented in this
           annual report;

4.         The small business issuer's other certifying officers and I are
           responsible for establishing and maintaining disclosure controls and
           procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
           and internal control over financial reporting (as defined in Exchange
           Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and
           have:

(a)        Designed such disclosure controls and procedures, or caused such
           disclosure controls and procedures to be designed under our
           supervision, to ensure that material information relating to the
           small business issuer, including its consolidated subsidiaries, is
           made known to us by others within those entities, particularly during
           the period in which this report is being prepared;
(b)        Evaluated the effectiveness of the small business issuer's disclosure
           controls and procedures and presented in this report our conclusions
           about the effectiveness of the disclosure controls and procedures, as
           of the end of the period covered by this report based on such
           evaluation; and
(c)        Disclosed in this report any change in the small business issuer's
           internal control over financial reporting that occurred during the
           small business issuer's most recent fiscal quarter (the small
           business issuer's fourth fiscal quarter in the case of an annual
           report) that has materially affected, or is reasonably likely to
           materially affect, the small business issuer's internal control over
           financial reporting; and

5.         The small business issuer's other certifying officers and I have
           disclosed, based on our most recent evaluation of internal control
           over financial reporting, to the small business issuer's auditors and
           the audit committee of registrant's board of directors:

(a)        All significant deficiencies in the design or operation of internal
           control over financial reporting which are reasonably likely to
           adversely affect the small business issuer's ability to record,
           process, summarize and report financial information; and
(b)        Any fraud, whether or not material, that involves management or other
           employees who have a significant role in the small business issuer's
           internal control over financial reporting.


   Date:  September 22, 2005

       /S/Douglass T. Simpson
       President and Chief Executive Officer


<PAGE>




                                                                    Exhibit 31.2
                                  CERTIFICATION


I, William H. Critchfield, Senior Vice President and Chief Financial Officer
certify that:

1.         I have reviewed this annual report on Form 10-KSB of Corgenix Medical
           Corporation.

2.         Based on my knowledge, this annual report does not contain any untrue
           statement of a material fact or omit to state a material fact
           necessary to make the statements made, in light of the circumstances
           under which such statements were made, not misleading with respect to
           the period covered by this annual report.

3.         Based on my knowledge, the financial statements, and other financial
           information included in this report, fairly present in all material
           respects the financial condition, results of operations and cash
           flows of the registrant as of, and for, the periods presented in this
           annual report;

4.         The small business issuer's other certifying officers and I are
           responsible for establishing and maintaining disclosure controls and
           procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
           and internal control over financial reporting (as defined in Exchange
           Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and
           have:

a.         Designed such disclosure controls and procedures, or caused such
           disclosure controls and procedures to be designed under our
           supervision, to ensure that material information relating to the
           small business issuer, including its consolidated subsidiaries, is
           made known to us by others within those entities, particularly during
           the period in which this report is being prepared;
b.         Evaluated the effectiveness of the small business issuer's disclosure
           controls and procedures and presented in this report our conclusions
           about the effectiveness of the disclosure controls and procedures, as
           of the end of the period covered by this report based on such
           evaluation; and
c.         Disclosed in this report any change in the small business issuer's
           internal control over financial reporting that occurred during the
           small business issuer's most recent fiscal quarter (the small
           business issuer's fourth fiscal quarter in the case of an annual
           report) that has materially affected, or is reasonably likely to
           materially affect, the small business issuer's internal control over
           financial reporting; and

5.         The small business issuer's other certifying officers and I have
           disclosed, based on our most recent evaluation of internal control
           over financial reporting, to the small business issuer's auditors and
           the audit committee of registrant's board of directors:

a.         All significant deficiencies in the design or operation of internal
           control over financial reporting which are reasonably likely to
           adversely affect the small business issuer's ability to record,
           process, summarize and report financial information; and
b.         Any fraud, whether or not material, that involves management or other
           employees who have a significant role in the small business issuer's
           internal control over financial reporting.


   Date:  September 22, 2005
       /S/William H. Critchfield
       Senior Vice President and Chief Financial Officer


<PAGE>






                                                                   Exhibit 32.1

                                  CERTIFICATION
             PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                       SUBSECTIONS (a) AND (b) OF SECTION 1350,
                      CHAPTER 63 OF TITLE 18, UNITED STATES CODE

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of section 1350, chapter 63 of Title 18, United States Code), the
undersigned officers of Corgenix Medical Corporation, a Nevada corporation (the
"Company"), does hereby certify with respect to the Annual Report of the Company
on Form 10-KSB for the year ended June 30, 2004 as filed with the Securities an
Exchange Commission (the "10-QSB Report") that:

i.              the 10-KSB Report fully complies with the requirements of
                section 13(a) or 15(d) of the Securities Exchange Act of 1934;
                and

ii.             the information contained in the 10-KSB Report fairly presents,
                in all material respects, the financial condition and results of
                operations of the Company.


           Dated:    September 22, 2005

      This Certification is made solely for purposes of 18 U.S.C. Section 1350,
      subject to the knowledge standard contained therein, and not for any other
      purpose.

      A signed original of this written statement required by Section 906 of the
      Sarbanes-Oxley Act has been provided to the Company and will be retained
      by the Company and furnished to the Securities and Exchange Commission or
      its staff upon request. This written statement shall not be deemed to be
      "filed" as part of the quarterly report on Form 10-QSB that it
      accompanies.

/S/Douglass T. Simpson
President and Chief Executive Officer



<page>

                                                                  Exhibit 32.2

                                  CERTIFICATION
             PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                    SUBSECTIONS (a) AND (b) OF SECTION 1350,
                  CHAPTER 63 OF TITLE 18, UNITED STATES CODE

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of section 1350, chapter 63 of Title 18, United States Code), the
undersigned officers of Corgenix Medical Corporation, a Nevada corporation (the
"Company"), does hereby certify with respect to the Quarterly Report of the
Company on Form 10-KSB for the year ended June 30, 2004 as filed with the
Securities an Exchange Commission (the "10-QSB Report") that:

iii.            the 10-KSB Report fully complies with the requirements of
                section 13(a) or 15(d) of the Securities Exchange Act of 1934;
                and

iv.             the information contained in the 10-KSB Report fairly presents,
                in all material respects, the financial condition and results of
                operations of the Company.


           Dated:    September 22, 2005

      This Certification is made solely for purposes of 18 U.S.C. Section 1350,
      subject to the knowledge standard contained therein, and not for any other
      purpose.

      A signed original of this written statement required by Section 906 of the
      Sarbanes-Oxley Act has been provided to the Company and will be retained
      by the Company and furnished to the Securities and Exchange Commission or
      its staff upon request. This written statement shall not be deemed to be
      "filed" as part of the quarterly report on Form 10-QSB that it
      accompanies.

/S/William H. Critchfield
Chief Financial Officer

<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



September 22, 2005                          By:   /s/ Douglass T. Simpson
                                                 -------------------------
                                                  Douglass T. Simpson
                                                  President and Chief
                                                  Executive Officer

<page>

Exhibit 10.7
                              MANAGEMENT AGREEMENT

This Management Agreement ("Agreement") is made and entered into as of July 1,
2005 between Corgenix Medical Corporation a Nevada corporation (the "Company"),
and Luis R. Lopez (the "Executive").

The Company currently employs or intends to employ the Executive in the position
of Chief Medical Officer. The Company and the Executive desire to enter into an
Employment Agreement setting forth the terms of the Executive's employment in
such capacities by the Company. In consideration of the mutual promises
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:

1.    Employment; Position; Term. The Company and the Executive hereby agree to
      the Executive's employment by the Company in the position of Chief Medical
      Officer (the "Position"). Subject to Section 4, the term of this
      employment shall be for thirty-six (36) months beginning July 1, 2005 and
      it shall be continuously renewed and extended, unless otherwise terminated
      as provided for herein, so that it shall be effective for thirty-six (36)
      months from any date, irrespective of the anniversary date of this
      Agreement.

2.    Duties, Responsibilities and Authority. In his capacities in the Position,
      the Executive shall have the Chief Medical Officer duties of the Company,
      which shall be conducted in accordance with policies established by the
      Company's President/CEO and the board of directors (the "Board"). In his
      capacities in the Position, the Executive shall report to and be subject
      to the direction and control of the President/CEO and the Board. The
      Executive shall devote his full professional and managerial time and
      effort to the performance of his duties as Chief Medical Officer of the
      Company and he shall not engage in any other business activity or
      activities which, in the mutual judgment of the Executive and the Board,
      do, in fact, conflict with the performance of his duties under this
      Agreement, unless agreed to in writing by the Board and attached to this
      Agreement. Both the Company and the Executive acknowledge that the
      services to be provided by Executive are critical to the Company's
      business.

3.    Compensation.

(a)   Salary and Incentive Compensation. Salary and incentive compensation. For
      services rendered under this Agreement, the Company shall pay the
      Executive a monthly salary of $15,416.67 paid semi-monthly at the rate of
      $7,708.33 beginning July 1, 2005. In addition, each year during the term
      of this Agreement, the Executive shall be eligible to receive additional
      incentive compensation as shall be determined by the President/CEO and
      approved by the Board.

(b)   Annual Review. The Executive's salary shall be reviewed annually beginning
      with the first anniversary of the date first written above, and it may be
      increased (but not decreased), as the President/CEO and Board deems
      appropriate.

(c)   Automobile expense reimbursement. The Company shall reimburse the
      Executive in the amount of $400.00 per month for reasonable and necessary
      automobile expenses to be incurred by the Executive in connection with his
      employment by the Company.

(d)   Benefits and Vacation.  The Executive shall be eligible to participate in
      such  insurance  programs  (health,  disability,  or life) or such  other
      health, dental,  retirement, or similar employee benefits programs as the
      Board  may  approve,  on a  basis  at  least  as  favorable,  as  well as
      comparable,  to that available to other officers and executive  employees
      of the Company.  The Executive may  participate in stock option  programs
      of the Company upon such terms as the  administrators of such programs in
      their discretion determine.  The Executive shall be entitled to paid time
      off from work at the  discretion of the  President/CEO.  The value of any
      unused vacation time shall not be paid to the Executive upon  termination
      of his employment for any reason.

(e)   Reimbursement of Expenses. The Company shall reimburse the Executive for
      all reasonable out-of pocket expenses incurred by the Executive in
      connection with the business of the Company and in the performance of his
      duties under this Agreement upon the Executive's presentation to the
      Company of an itemized accounting of such expenses with reasonable
      supporting data.

4.    Termination.

   (a)Either party may terminate the Executive's employment under this
      Agreement, without cause, upon one (1) month's written advance notice to
      the other party.

   (b)The Company may terminate the Executive's employment for "Cause" (as
      hereinafter defined) immediately upon written notice stating the basis for
      such termination. "Cause" for termination of the Executive's employment
      shall only be deemed to exist if the Executive has breached this
      Agreement, exhibited willful disobedience of directions of the Board or
      President/CEO, or committed gross malfeasance in performance of his duties
      hereunder or acts resulting in an indictment charging the Executive with
      commission of a felony; provided that the commission of acts resulting in
      such an indictment shall constitute Cause only if a majority of the
      directors who are not also subject to any such indictment determine that
      the Executive's conduct has substantially and adversely affected the
      Company or its reputation. A material failure to perform his duties
      hereunder that results from the disability of the Executive shall not be
      considered Cause.

5. Death or Disability.

   (a) In the event of the death of the Executive, except with respect to any
      benefits which have accrued and have not been paid to the Executive
      hereunder, the provisions of this Agreement shall terminate immediately.
      However, the Executive's estate shall have the right to receive
      compensation due to the Executive as of and to the date of his death and,
      furthermore, to receive an additional amount equal to one twelfth (1/12)
      of the Executive's annual compensation then in effect as specified in
      Section 3(a), above.

   (b) If, during the term of this Agreement, the Executive, in the reasonable
      judgment of the President/CEO or the Board, has failed to perform his
      duties under this Agreement on account of Executive's disability, the
      Company shall have the right to terminate the Executive's employment
      hereunder by written notification to the Executive. Executive's disability
      means his incapacity due to physical or mental illness such that he is
      unable to perform his previously assigned duties where (1) such incapacity
      has been determined to exist by either (x) the Company's disability
      insurance carrier or (y) by the concurring opinions of two licensed
      physicians (one selected by the Company and one by Executive), and (2) the
      Company has determined, based on competent medical advice, that such
      incapacity is likely to continue for at least six continuous months. Any
      such termination for disability shall be only as permitted by the
      Americans with Disabilities Act.

6. Severance Pay. In the event that the Executive's employment is terminated by
   the Company other than for Cause, the Executive shall be entitled to receive
   his then current compensation, payable at the Company's regular payment
   intervals, for eighteen (18) months following the date of the Executive's
   termination by the Company. If the Executive voluntarily terminates his
   employment hereunder, or if his employment is terminated for Cause, then the
   Executive shall not be entitled to any severance pay.

7. Change of Control Payment.

   (a) In the event of a Termination Upon a Change in Control, as set forth in
      this Paragraph 7, the Executive shall be entitled to receive a lump sum
      payment equal to thirty-six (36) months of his then current monthly
      compensation as specified in Section 3(a).

   (b) "Change in Control" shall mean a change in ownership or control of the
      Company effected through any of the following transactions:

      (i) the acquisition, directly or indirectly by any person or group other
      than a trustee or other fiduciary holding securities under an employee
      benefit plan of the Company, of beneficial ownership of securities
      possessing more than thirty percent (30%) of the total combined voting
      power of the. Company's outstanding securities, excluding an initial or
      secondary public offering;

      (ii) a stockholder-approved merger or consolidation to which the Company
      is a party and in which (A) the Company is not the surviving entity or (B)
      securities possessing more than thirty percent (30%) of the total combined
      voting power of the Company's outstanding securities are transferred to a
      person or persons different from the persons holding those securities
      immediately prior to such transaction.

   (c) "Termination Upon a Change in Control" shall mean a termination of the
      Executive, within eighteen (18) months after the first date on which a
      Change in Control occurs (the "Effective Date"), without Cause or a
      termination by the Executive for "Good Reason" within eighteen (18) months
      after the Effective Date.

      For purposes of this Agreement "Good Reason" shall include, but not be
      limited to, any of the following (without the Executive's express written
      consent):
(i)     the assignment to the Executive by the Company of duties inconsistent
        with, or a substantial diminution in the nature or status of, the
        Executive's responsibilities;
(ii)    a reduction by the Company in the Executive's compensation or benefits
        as in effect on the date of a Change in Control;
(iii)   a relocation of the location of the Executive's work assignment outside
        the Denver, Colorado metropolitan area;
(iv)    any material breach by the Company of any provision of this Agreement,
        if such material breach has not been cured within thirty (30) days
        following written notice of such breach by the Executive to the Company
        setting forth with specificity the nature of the breach; or
(v)     any failure by the Company to obtain the assumption and performance of
        this Agreement by any successor (by merger, consolidation or otherwise)
        of the Company.

   (d) Anything in this Agreement to the contrary notwithstanding, if a Change
      in Control occurs and if the Executive's employment with the Company is
      terminated prior to the Effective Date, and if it is reasonably
      demonstrated by the Executive that such termination of employment (a) was
      at the request of a third party who has taken steps reasonably calculated
      to effect a Change in Control or (b) otherwise arose in connection with or
      anticipation of a Change in Control, then for all purposes of this
      Agreement the Effective Date shall mean the date immediately prior to the
      date of such termination of employment.

   (e) Notwithstanding anything else in this Agreement, solely in the event of a
      Termination Upon a Change in Control, the aggregate of the amount of
      severance compensation payable to the Executive under this Agreement, plus
      any other payments or awards which would constitute a "parachute payment"
      for purposes of Section 280G(b)(2) of the Internal Revenue Code, shall be
      reduced by any amount that the Company is prohibited from deducting for
      federal income tax purposes by virtue of Section 280G of the Internal
      Revenue Code or any successor provision. The reduction shall apply first
      to parachute payment amounts related to the 1999 and 2005 Incentive Stock
      Plans, then to severance compensation hereunder, then to any other amounts
      as determined by the Company.

   (f) If the Executive elects to continue group health insurance coverage under
      the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
      (COBRA) following a Termination Upon a Change in Control or termination by
      the Company without Cause, then the Company shall pay the difference
      between (a) the monthly group health insurance premium the Executive was
      paying immediately prior to such termination and (b) the total monthly
      COBRA premium in relation to the continuation of the Executive's group
      health insurance coverage only. Such payments will be made for a period of
      time equal to eighteen (18) months in the event of a termination without
      Cause, and thirty-six (36) months in the event of a Termination Upon a
      Change in Control. Notwithstanding any other provision of this Agreement,
      (1) payments under this paragraph shall cease as of the date of the
      termination of the Executive's COBRA coverage in accordance with Treasury
      Regulation ss. 54.4980B-7, Q/A-1 and (2) if the Executive becomes
      reemployed with another employer and is eligible to receive medical or
      other welfare benefits under another employer provided plan, the payments
      described in this section shall terminate.

8. Covenant Not to Compete. During the continuance of his employment hereunder
   and for a period equal to the greater of (a) eighteen (18) months after
   termination of employment hereunder, or (b) the period of time for which
   severance is received, the Executive shall not, anywhere in the United
   States, engage in any business which competes directly with the Company. The
   Company and the Executive both acknowledge the importance and value of the
   Executive's services to the Company.

9.    Acceleration of Vesting.

(i)   Subject to Section  7(e) of this  Agreement,  in the event of a Change in
      Control  of the  Company,  all awards  due to the  Executive  outstanding
      under  the  Company's  1999 and 2005  Incentive  Stock  Plans  (or  other
      incentive  stock  plans) as of the day  before the  consummation  of such
      Change in  Control  shall  automatically  accelerate  so that each  Stock
      Option shall become  fully  exercisable  with respect to the total number
      of shares  subject to such stock option and may be  exercised  for any or
      all of those  shares as  fully-vested  shares of common  stock as of such
      date,  without  regard  to the  conditions  expressed  in the  agreements
      relating to such stock option.

   (ii) In the event that the Executive's employment is terminated by the
      Company other than for Cause, all awards due to the Executive outstanding
      under the Company's 1999 and 2005 Incentive Stock Plans (or other
      incentive stock plans) shall automatically accelerate so that each Stock
      Option shall become fully exercisable with respect to the total number of
      shares subject to such stock option and may be exercised for any or all of
      those shares as fully-vested shares of common stock as of such date,
      without regard to the conditions expressed in the agreements relating to
      such stock option.

10.   Trade Secrets and Confidential Information. During his employment by the
      Company and thereafter, the Executive shall not, directly or indirectly,
      use, disseminate, or disclose for any purpose other than for the purposes
      of the Company's business, any of the Company's confidential information
      or trade secrets, unless such disclosure is compelled in a judicial
      proceeding. The Executive acknowledges access to, and receipt of, such
      confidential information. Upon termination of his employment, all
      documents, records, notebooks, and similar repositories of records
      containing information relating to any trade secrets or confidential
      information then in the Executive's possession or control, whether
      prepared by him or by others, shall be left with the Company or returned
      to the Company upon request. The Executive shall notify future employers
      of the existence of this confidentiality provision.

11.   Severability. It is the desire and intent of the parties that the
      provisions of Sections 8 and 10 shall be enforced to the fullest extent
      permissible under the laws and public policies applied in each
      jurisdiction in which enforcement is sought. Accordingly, if any
      particular sentence or portion of either Section 8 or 10 shall be
      adjudicated to be invalid or unenforceable, the remaining portions of such
      section nevertheless shall continue to be valid and enforceable as though
      the invalid portions were not a part thereof. In the event that any of the
      provisions of Section 8 relating to the geographic areas of restriction or
      the period of restriction shall be deemed to exceed the maximum area or
      period of time which a court of competent jurisdiction would deem
      enforceable, the geographic areas and times shall, for the purposes of
      this Agreement, be deemed to be the maximum areas of time periods which a
      court of competent jurisdiction would deem valid and enforceable in any
      state in which such court of competent jurisdiction shall be convened.

12.   Injunctive Relief. The Executive agrees that any violation by him of the
      agreements contained in sections 8 and 10 are likely to cause irreparable
      damage to the Company, and therefore agrees that if there is a breach or
      threatened breach by the Executive of the provisions of said sections, the
      Company shall be entitled to an injunction restraining the Executive from
      such breach. Nothing herein shall be construed as prohibiting the Company
      from pursuing any other remedies for such breach or threatened breach.

13.   Miscellaneous.

(a)   Notices. Any notice required or permitted to be given under this Agreement
      shall be directed to the appropriate party in writing and mailed or
      delivered,

      to the Company:
      10261 Tejon Street
      Westminster CO 80234
      Attn: President/CEO

                                to the Executive:
                                Luis R. Lopez MD
                                 [home address]

(b)   Binding Effect. This Agreement is a personal service agreement and may not
      be assigned by the Company or the Executive, except that the Company may
      assign this Agreement to a successor by merger, consolidation, and sale of
      assets or other reorganization. Subject to the forgoing, this Agreement
      shall be binding upon and inure to the benefit of the parties hereto and
      their respective successors, assigns, and legal representatives.

(c)   Amendment. This Agreement may not be amended except by an instrument in
      writing executed by each of the parties hereto.

(d)   Applicable Law. This Agreement shall be governed by the laws of the State
      of Colorado, and the venue of any action or proceeding under this
      Agreement shall take place in the City and County of Denver, Colorado.

(e)   Counterparts. This instrument may be executed in one or more counterparts,
      each of which shall be deemed as original.

(f)   Entire Agreement. This Agreement supersedes and replaces all prior
      agreements between the parties related to the employment of the Executive
      by the Company.

(g)   Advice of Counsel. Executive acknowledges that he has had the opportunity
      to seek the advice of counsel relating to this Agreement prior to
      execution of this Agreement.








IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

Corgenix Medical Corporation                   Executive

s/ Douglass T. Simpson                         s/ Luis R. Lopez
----------------------                         ----------------
Douglass T. Simpson                            Luis R. Lopez
President/CEO

<page>

Exhibit 10.8
                              MANAGEMENT AGREEMENT

This Management Agreement ("Agreement") is made and entered into as of July 1,
2005 between Corgenix Medical Corporation, a Nevada corporation (the "Company"),
and Douglass T. Simpson (the "Executive").

The Company currently employs or intends to employ the Executive in the position
of President and Chief Executive Officer ("President/CEO"). The Company and the
Executive desire to enter into an Employment Agreement setting forth the terms
of the Executive's employment in such capacities by the Company. In
consideration of the mutual promises contained herein, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

1.    Employment; Position; Term. The Company and the Executive hereby agree to
      the Executive's employment by the Company in the position of President/CEO
      (the "Position"). Subject to Section 4, the term of this employment shall
      be for thirty-six (36) months, beginning July 1, 2005 and it shall be
      continuously renewed and extended, unless otherwise terminated as provided
      for herein, so that it shall be effective for thirty-six (36) months from
      any date, irrespective of the anniversary date of this Agreement.

2.    Duties, Responsibilities and Authority. In his capacities in the Position,
      the Executive shall have the primary executive responsibility for the
      management of the business of the Company, which shall be conducted in
      accordance with policies established by the Company's board of directors
      (the "Board"). In his capacities in the Position, the Executive shall
      report to and be subject to the direction and control of the Board. The
      Executive shall devote his full professional and managerial time and
      effort to the performance of his duties as President/CEO and he shall not
      engage in any other business activity or activities which, in the mutual
      judgment of the Executive and the Board, do, in fact, conflict with the
      performance of his duties under this Agreement, unless agreed to in
      writing by the Board and attached to this Agreement. Furthermore, subject
      to the general direction and control of the Board, the Executive shall be
      in complete charge of all operations of the Company and shall have full
      authority and responsibility for formulating policies and administering
      the affairs of the Company in all respects. Both the Company and the
      Executive acknowledge that the services to be provided by Executive are
      critical to the Company's business.

3.    Compensation.

(a)   Salary and Incentive Compensation. For services rendered under this
      Agreement, the Company shall pay the Executive a monthly salary of
      $15,000.00 paid semi-monthly at the rate of $7,500.00 beginning July 1,
      2005. In addition, each year during the term of this Agreement, the
      Executive shall be eligible to receive additional incentive compensation
      as shall be determined by the Board.

(b)   Annual Review. The Executive's salary shall be reviewed annually beginning
      with the first anniversary of the date first written above, and it may be
      increased (but not decreased) as the Board deems appropriate.

(c)   Automobile expense reimbursement. The Company shall reimburse the
      Executive in the amount of $400.00 per month for reasonable and necessary
      automobile expenses to be incurred by the Executive in connection with his
      employment by the Company.

(d)   Benefits and Vacation.  The Executive  shall be eligible to
      ---------------------
      participate   in   such   insurance    programs    (health,
      disability,   or  life)  or  such  other  health,   dental,
      retirement,  or similar employee  benefits  programs as the
      Board may  approve,  on a basis at least as  favorable,  as
      well as  comparable,  to that  available to other  officers
      and executive  employees of the Company.  The Executive may
      participate  in stock  option  programs of the Company upon
      such terms as the  administrators of such programs in their
      discretion  determine.  The Executive  shall be entitled to
      paid time off from  work at the  discretion  of the  Board.
      The value of any unused  vacation time shall not be paid to
      the Executive  upon  termination  of his employment for any
      reason.

(e)   Reimbursement of Expenses. The Company shall reimburse the Executive for
      all reasonable out-of pocket expenses incurred by the Executive in
      connection with the business of the Company and in the performance of his
      duties under this Agreement upon the Executive's presentation to the
      Company of an itemized accounting of such expenses with reasonable
      supporting data.

4.    Termination.

   (a) Either party may terminate the Executive's employment under this
      Agreement, without cause, upon one (1) month's written advance notice to
      the other party.

   (b) The Company may terminate the Executive's employment for "Cause" (as
      hereinafter defined) immediately upon written notice stating the basis for
      such termination. "Cause" for termination of the Executive's employment
      shall only be deemed to exist if the Executive has breached this
      Agreement, exhibited willful disobedience of directions of the Board, or
      committed gross malfeasance in performance of his duties hereunder or acts
      resulting in an indictment charging the Executive with commission of a
      felony; provided that the commission of acts resulting in such an
      indictment shall constitute Cause only if a majority of the directors who
      are not also subject to any such indictment determine that the Executive's
      conduct has substantially and adversely affected the Company or its
      reputation. A material failure to perform his duties hereunder that
      results from the disability of the Executive shall not be considered
      Cause.

5. Death or Disability.

   (a) In the event of the death of the Executive, except with respect to any
      benefits which have accrued and have not been paid to the Executive
      hereunder, the provisions of this Agreement shall terminate immediately.
      However, the Executive's estate shall have the right to receive
      compensation due to the Executive as of and to the date of his death and,
      furthermore, to receive an additional amount equal to one twelfth (1/12)
      of the Executive's annual compensation then in effect as specified in
      Section 3(a), above.

   (b) If, during the term of this Agreement, the Executive, in the reasonable
      judgment of the Board, has failed to perform his duties under this
      Agreement on account of Executive's disability, the Company shall have the
      right to terminate the Executive's employment hereunder by written
      notification to the Executive. Executive's disability means his incapacity
      due to physical or mental illness such that he is unable to perform his
      previously assigned duties where (1) such incapacity has been determined
      to exist by either (x) the Company's disability insurance carrier or (y)
      by the concurring opinions of two licensed physicians (one selected by the
      Company and one by Executive), and (2) the Company has determined, based
      on competent medical advice, that such incapacity is likely to continue
      for at least six continuous months. Any such termination for disability
      shall be only as permitted by the Americans with Disabilities Act.

6. Severance Pay. In the event that the Executive's employment is terminated by
   the Company other than for Cause, the Executive shall be entitled to receive
   his then current compensation, payable at the Company's regular payment
   intervals, for eighteen (18) months following the date of the Executive's
   termination by the Company. If the Executive voluntarily terminates his
   employment hereunder, or if his employment is terminated for Cause, then the
   Executive shall not be entitled to any severance pay.

7. Change of Control Payment.

   (a) In the event of a Termination Upon a Change in Control, as set forth in
      this Paragraph 7, the Executive shall be entitled to receive a lump sum
      payment equal to thirty-six (36) months of his then current monthly
      compensation as specified in Section 3(a).

   (b) "Change in Control" shall mean a change in ownership or control of the
      Company effected through any of the following transactions:

      (i) the acquisition, directly or indirectly by any person or group other
      than a trustee or other fiduciary holding securities under an employee
      benefit plan of the Company, of beneficial ownership of securities
      possessing more than thirty percent (30%) of the total combined voting
      power of the. Company's outstanding securities, excluding an initial or
      secondary public offerings;

      (ii) a stockholder-approved merger or consolidation to which the Company
      is a party and in which (A) the Company is not the surviving entity or (B)
      securities possessing more than thirty percent (30%) of the total combined
      voting power of the Company's outstanding securities are transferred to a
      person or persons different from the persons holding those securities
      immediately prior to such transaction.

   (c) "Termination Upon a Change in Control" shall mean a termination of the
      Executive, within eighteen (18) months after the first date on which a
      Change in Control occurs (the "Effective Date"), without Cause or a
      termination by the Executive for "Good Reason" within eighteen (18) months
      after the Effective Date.

      For purposes of this Agreement "Good Reason" shall include, but not be
      limited to, any of the following (without the Executive's express written
      consent):
(i)     the assignment to the Executive by the Company of duties inconsistent
        with, or a substantial diminution in the nature or status of, the
        Executive's responsibilities;
(ii)    a reduction by the Company in the Executive's compensation or benefits
        as in effect on the date of a Change in Control;
(iii)   a relocation of the location of the Executive's work assignment outside
        the Denver, Colorado metropolitan area;
(iv)    any material breach by the Company of any provision of this Agreement,
        if such material breach has not been cured within thirty (30) days
        following written notice of such breach by the Executive to the Company
        setting forth with specificity the nature of the breach; or
(v)     any failure by the Company to obtain the assumption and performance of
        this Agreement by any successor (by merger, consolidation or otherwise)
        of the Company.

   (d) Anything in this Agreement to the contrary notwithstanding, if a Change
      in Control occurs and if the Executive's employment with the Company is
      terminated prior to the Effective Date, and if it is reasonably
      demonstrated by the Executive that such termination of employment (a) was
      at the request of a third party who has taken steps reasonably calculated
      to effect a Change in Control or (b) otherwise arose in connection with or
      anticipation of a Change in Control, then for all purposes of this
      Agreement the Effective Date shall mean the date immediately prior to the
      date of such termination of employment.

   (e) Notwithstanding anything else in this Agreement, solely in the event of a
      Termination Upon a Change in Control, the aggregate of the amount of
      severance compensation payable to the Executive under this Agreement, plus
      any other payments or awards which would constitute a "parachute payment"
      for purposes of Section 280G(b)(2) of the Internal Revenue Code, shall be
      reduced by any amount that the Company is prohibited from deducting for
      federal income tax purposes by virtue of Section 280G of the Internal
      Revenue Code or any successor provision. The reduction shall apply first
      to parachute payment amounts related to the 1999 and 2005 Incentive Stock
      Plans, then to severance compensation hereunder, then to any other amounts
      as determined by the Company.

   (f) If the Executive elects to continue group health insurance coverage under
      the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
      (COBRA) following a Termination Upon a Change in Control or termination by
      the Company without Cause, then the Company shall pay the difference
      between (a) the monthly group health insurance premium the Executive was
      paying immediately prior to such termination and (b) the total monthly
      COBRA premium in relation to the continuation of the Executive's group
      health insurance coverage only. Such payments will be made for a period of
      time equal to eighteen (18) months in the event of a termination without
      Cause, and thirty-six (36) months in the event of a Termination Upon a
      Change in Control. Notwithstanding any other provision of this Agreement,
      (1) payments under this paragraph shall cease as of the date of the
      termination of the Executive's COBRA coverage in accordance with Treasury
      Regulation ss. 54.4980B-7, Q/A-1 and (2) if the Executive becomes
      reemployed with another employer and is eligible to receive medical or
      other welfare benefits under another employer provided plan, the payments
      described in this section shall terminate.

8. Covenant Not to Compete. During the continuance of his employment hereunder
   and for a period equal to the greater of (a) eighteen (18) months after
   termination of employment hereunder, or (b) the period of time for which
   severance is received, the Executive shall not, anywhere in the United
   States, engage in any business which competes directly with the Company. The
   Company and the Executive both acknowledge the importance and value of the
   Executive's services to the Company.

9.    Acceleration of Vesting.

(i)   Subject to Section 7(e) of this Agreement,  in the event of
      a Change in Control of the  Company,  all awards due to the
      Executive  outstanding  under the  Company's  1999 and 2005
      Incentive  Stock Plans (or other  incentive stock plans) as
      of the  day  before  the  consummation  of such  Change  in
      Control shall  automatically  accelerate so that each Stock
      Option shall become fully  exercisable  with respect to the
      total  number of shares  subject to such  stock  option and
      may  be  exercised  for  any  or all  of  those  shares  as
      fully-vested  shares  of  common  stock  as of  such  date,
      without   regard  to  the   conditions   expressed  in  the
      agreements relating to such stock option.

   (ii) In the event that the Executive's employment is terminated by the
      Company other than for Cause, all awards due to the Executive outstanding
      under the Company's 1999 and 2005 Incentive Stock Plans (or other
      incentive stock plans) shall automatically accelerate so that each Stock
      Option shall become fully exercisable with respect to the total number of
      shares subject to such stock option and may be exercised for any or all of
      those shares as fully-vested shares of common stock as of such date,
      without regard to the conditions expressed in the agreements relating to
      such stock option.

10.   Trade Secrets and Confidential Information. During his employment by the
      Company and thereafter, the Executive shall not, directly or indirectly,
      use, disseminate, or disclose for any purpose other than for the purposes
      of the Company's business, any of the Company's confidential information
      or trade secrets, unless such disclosure is compelled in a judicial
      proceeding. The Executive acknowledges access to, and receipt of, such
      confidential information. Upon termination of his employment, all
      documents, records, notebooks, and similar repositories of records
      containing information relating to any trade secrets or confidential
      information then in the Executive's possession or control, whether
      prepared by him or by others, shall be left with the Company or returned
      to the Company upon request. The Executive shall notify future employers
      of the existence of this confidentiality provision.

11.   Severability. It is the desire and intent of the parties that the
      provisions of Sections 8 and 10 shall be enforced to the fullest extent
      permissible under the laws and public policies applied in each
      jurisdiction in which enforcement is sought. Accordingly, if any
      particular sentence or portion of either Section 8 or 10 shall be
      adjudicated to be invalid or unenforceable, the remaining portions of such
      section nevertheless shall continue to be valid and enforceable as though
      the invalid portions were not a part thereof. In the event that any of the
      provisions of Section 8 relating to the geographic areas of restriction or
      the period of restriction shall be deemed to exceed the maximum area or
      period of time which a court of competent jurisdiction would deem
      enforceable, the geographic areas and times shall, for the purposes of
      this Agreement, be deemed to be the maximum areas of time periods which a
      court of competent jurisdiction would deem valid and enforceable in any
      state in which such court of competent jurisdiction shall be convened.

12.   Injunctive Relief. The Executive agrees that any violation by him of the
      agreements contained in sections 8 and 10 are likely to cause irreparable
      damage to the Company, and therefore agrees that if there is a breach or
      threatened breach by the Executive of the provisions of said sections, the
      Company shall be entitled to an injunction restraining the Executive from
      such breach. Nothing herein shall be construed as prohibiting the Company
      from pursuing any other remedies for such breach or threatened breach.

13.   Miscellaneous.

(a)   Notices. Any notice required or permitted to be given under this Agreement
      shall be directed to the appropriate party in writing and mailed or
      delivered,

      to the Company:
      10261 Tejon Street
      Westminster CO 80234
      Attn: President/CEO

                                to the Executive:
                               Douglass T. Simpson
                                 [home address]

(b)   Binding  Effect.  This  Agreement  is  a  personal  service
      ---------------
      agreement  and may not be  assigned  by the  Company or the
      Executive,   except   that  the  Company  may  assign  this
      Agreement  to a  successor  by merger,  consolidation,  and
      sale of  assets  or other  reorganization.  Subject  to the
      forgoing,  this  Agreement  shall be binding upon and inure
      to the benefit of the parties  hereto and their  respective
      successors, assigns, and legal representatives.

(c)   Amendment. This Agreement may not be amended except by an instrument in
      writing executed by each of the parties hereto.

(d)   Applicable Law. This Agreement shall be governed by the laws of the State
      of Colorado, and the venue of any action or proceeding under this
      Agreement shall take place in the City and County of Denver, Colorado.

(e)   Counterparts. This instrument may be executed in one or more counterparts,
      each of which shall be deemed as original.

(f)   Entire Agreement. This Agreement supersedes and replaces all prior
      agreements between the parties related to the employment of the Executive
      by the Company.

(g)   Advice of Counsel. Executive acknowledges that he has had the opportunity
      to seek the advice of counsel relating to this Agreement prior to
      execution of this Agreement.




IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

Corgenix Medical Corporation                   Executive



s/ Luis R. Lopez, MD                           s/Douglass T. Simpson
---------------------                          -------------------------
Luis R. Lopez, MD                              Douglass T.Simpson
Chairman of the Board of Directors
Chief Medical Officer



<page>

Exhibit 10.9

                              MANAGEMENT AGREEMENT

This Management Agreement ("Agreement") is made and entered into as of July 1,
2005 between Corgenix Medical Corporation, a Nevada corporation (the "Company"),
and William Critchfield (the "Executive").

The Company currently employs or intends to employ the Executive in the position
of Senior Vice President, Finance and Administration and Chief Financial Officer
("CFO"). The Company and the Executive desire to enter into an Employment
Agreement setting forth the terms of the Executive's employment in such
capacities by the Company. In consideration of the mutual promises contained
herein, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

1.    Employment; Position; Term. The Company and the Executive hereby agree to
      the Executive's employment by the Company in the position of Senior Vice
      President, Finance and Administration and Chief Financial Officer (the
      "Position"). Subject to Section 4, the term of this employment shall be
      for thirty-six (36) months, beginning July 1, 2005 and it shall be
      continuously renewed and extended, unless otherwise terminated as provided
      for herein, so that it shall be effective for thirty-six (36) months from
      any date, irrespective of the anniversary date of this Agreement.

2.    Duties, Responsibilities and Authority. In his capacities in the Position,
      the Executive shall have the primary executive responsibility for the
      financial management of the business of the Company, which shall be
      conducted in accordance with policies established by the Company's
      President/CEO and the board of directors (the "Board"). In his capacities
      in the Position, the Executive shall report to and be subject to the
      direction and control of the President/CEO and the Board. The Executive
      shall devote his full professional and managerial time and effort to the
      performance of his duties as Vice President and Chief Financial Officer of
      the Company and he shall not engage in any other business activity or
      activities which, in the mutual judgment of the Executive and the Board,
      do, in fact, conflict with the performance of his duties under this
      Agreement, unless agreed to in writing by the Board and attached to this
      Agreement. Furthermore, subject to the specific direction of the
      President/CEO and general direction and control of the Board, the
      Executive shall be responsible for the financial operations and for
      formulating policies and administering the financial affairs of the
      Company. Both the Company and the Executive acknowledge that the services
      to be provided by Executive are critical to the Company's business.

3.    Compensation.

(a)   Salary and Incentive  Compensation.  For services  rendered
      ----------------------------------
      under this  Agreement,  the Company shall pay the Executive
      a monthly  salary of $13,750.00  paid  semi-monthly  at the
      rate of  $6,875.00  beginning  July 1, 2005.  In  addition,
      each year during the term of this Agreement,  the Executive
      shall  be   eligible   to  receive   additional   incentive
      compensation  as shall be determined  by the  President/CEO
      and approved by the Board.

(b)   Annual Review. The Executive's salary shall be reviewed annually beginning
      with the first anniversary of the date first written above, and it may be
      increased (but not decreased), as the President/CEO and Board deems
      appropriate.

(c)   Automobile expense reimbursement. The Company shall reimburse the
      Executive in the amount of $400.00 per month for reasonable and necessary
      automobile expenses to be incurred by the Executive in connection with his
      employment by the Company.

(d)   Benefits and Vacation.  The Executive  shall be eligible to
      ---------------------
      participate   in   such   insurance    programs    (health,
      disability,   or  life)  or  such  other  health,   dental,
      retirement,  or similar employee  benefits  programs as the
      Board may  approve,  on a basis at least as  favorable,  as
      well as  comparable,  to that  available to other  officers
      and executive  employees of the Company.  The Executive may
      participate  in stock  option  programs of the Company upon
      such terms as the  administrators of such programs in their
      discretion  determine.  The Executive  shall be entitled to
      paid  time  off  from  work  at  the   discretion   of  the
      President/CEO.  The value of any unused vacation time shall
      not  be  paid  to the  Executive  upon  termination  of his
      employment for any reason.

(e)   Reimbursement of Expenses. The Company shall reimburse the Executive for
      all reasonable out-of pocket expenses incurred by the Executive in
      connection with the business of the Company and in the performance of his
      duties under this Agreement upon the Executive's presentation to the
      Company of an itemized accounting of such expenses with reasonable
      supporting data.

4.    Termination.

   (a) Either party may terminate the Executive's employment under this
      Agreement, without cause, upon one (1) month's written advance notice to
      the other party.

   (b) The Company may terminate the Executive's employment for "Cause" (as
      hereinafter defined) immediately upon written notice stating the basis for
      such termination. "Cause" for termination of the Executive's employment
      shall only be deemed to exist if the Executive has breached this
      Agreement, exhibited willful disobedience of directions of the Board or
      the President/CEO, or committed gross malfeasance in performance of his
      duties hereunder or acts resulting in an indictment charging the Executive
      with commission of a felony; provided that the commission of acts
      resulting in such an indictment shall constitute Cause only if a majority
      of the directors who are not also subject to any such indictment determine
      that the Executive's conduct has substantially and adversely affected the
      Company or its reputation. A material failure to perform his duties
      hereunder that results from the disability of the Executive shall not be
      considered Cause.

5. Death or Disability.

   (a) In the event of the death of the Executive, except with respect to any
      benefits which have accrued and have not been paid to the Executive
      hereunder, the provisions of this Agreement shall terminate immediately.
      However, the Executive's estate shall have the right to receive
      compensation due to the Executive as of and to the date of his death and,
      furthermore, to receive an additional amount equal to one twelfth (1/12)
      of the Executive's annual compensation then in effect as specified in
      Section 3(a), above.

   (b) If, during the term of this Agreement, the Executive, in the reasonable
      judgment of the President/CEO or the Board, has failed to perform his
      duties under this Agreement on account of Executive's disability, the
      Company shall have the right to terminate the Executive's employment
      hereunder by written notification to the Executive. Executive's disability
      means his incapacity due to physical or mental illness such that he is
      unable to perform his previously assigned duties where (1) such incapacity
      has been determined to exist by either (x) the Company's disability
      insurance carrier or (y) by the concurring opinions of two licensed
      physicians (one selected by the Company and one by Executive), and (2) the
      Company has determined, based on competent medical advice, that such
      incapacity is likely to continue for at least six continuous months. Any
      such termination for disability shall be only as permitted by the
      Americans with Disabilities Act.

6. Severance Pay. In the event that the Executive's employment is terminated by
   the Company other than for Cause, the Executive shall be entitled to receive
   his then current compensation, payable at the Company's regular payment
   intervals, for eighteen (18) months following the date of the Executive's
   termination by the Company. If the Executive voluntarily terminates his
   employment hereunder, or if his employment is terminated for Cause, then the
   Executive shall not be entitled to any severance pay.

7. Change of Control Payment.

   (a) In the event of a Termination Upon a Change in Control, as set forth in
      this Paragraph 7, the Executive shall be entitled to receive a lump sum
      payment equal to thirty-six (36) months of his then current monthly
      compensation as specified in Section 3(a).

   (b) "Change in Control" shall mean a change in ownership or control of the
      Company effected through any of the following transactions:

      (i) the acquisition, directly or indirectly by any person or group other
      than a trustee or other fiduciary holding securities under an employee
      benefit plan of the Company, of beneficial ownership of securities
      possessing more than thirty percent (30%) of the total combined voting
      power of the. Company's outstanding securities, excluding an initial or
      secondary public offering;

      (ii) a stockholder-approved merger or consolidation to which the Company
      is a party and in which (A) the Company is not the surviving entity or (B)
      securities possessing more than thirty percent (30%) of the total combined
      voting power of the Company's outstanding securities are transferred to a
      person or persons different from the persons holding those securities
      immediately prior to such transaction.

   (c) "Termination Upon a Change in Control" shall mean a termination of the
      Executive, within eighteen (18) months after the first date on which a
      Change in Control occurs (the "Effective Date"), without Cause or a
      termination by the Executive for "Good Reason" within eighteen (18) months
      after the Effective Date.

      For purposes of this Agreement "Good Reason" shall include, but not be
      limited to, any of the following (without the Executive's express written
      consent):
(i)     the assignment to the Executive by the Company of duties inconsistent
        with, or a substantial diminution in the nature or status of, the
        Executive's responsibilities;
(ii)    a reduction by the Company in the Executive's compensation or benefits
        as in effect on the date of a Change in Control;
(iii)   a relocation of the location of the Executive's work assignment outside
        the Denver, Colorado metropolitan area;
(iv)    any material breach by the Company of any provision of this Agreement,
        if such material breach has not been cured within thirty (30) days
        following written notice of such breach by the Executive to the Company
        setting forth with specificity the nature of the breach; or
(v)     any failure by the Company to obtain the assumption and performance of
        this Agreement by any successor (by merger, consolidation or otherwise)
        of the Company.

   (d) Anything in this Agreement to the contrary notwithstanding, if a Change
      in Control occurs and if the Executive's employment with the Company is
      terminated prior to the Effective Date, and if it is reasonably
      demonstrated by the Executive that such termination of employment (a) was
      at the request of a third party who has taken steps reasonably calculated
      to effect a Change in Control or (b) otherwise arose in connection with or
      anticipation of a Change in Control, then for all purposes of this
      Agreement the Effective Date shall mean the date immediately prior to the
      date of such termination of employment.

   (e) Notwithstanding anything else in this Agreement, solely in the event of a
      Termination Upon a Change in Control, the aggregate of the amount of
      severance compensation payable to the Executive under this Agreement, plus
      any other payments or awards which would constitute a "parachute payment"
      for purposes of Section 280G(b)(2) of the Internal Revenue Code, shall be
      reduced by any amount that the Company is prohibited from deducting for
      federal income tax purposes by virtue of Section 280G of the Internal
      Revenue Code or any successor provision. The reduction shall apply first
      to parachute payment amounts related to the 1999 and 2005 Incentive Stock
      Plans, then to severance compensation hereunder, then to any other amounts
      as determined by the Company.

   (f) If the Executive elects to continue group health insurance coverage under
      the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
      (COBRA) following a Termination Upon a Change in Control or termination by
      the Company without Cause, then the Company shall pay the difference
      between (a) the monthly group health insurance premium the Executive was
      paying immediately prior to such termination and (b) the total monthly
      COBRA premium in relation to the continuation of the Executive's group
      health insurance coverage only. Such payments will be made for a period of
      time equal to eighteen (18) months in the event of a termination without
      Cause, and thirty-six (36) months in the event of a Termination Upon a
      Change in Control. Notwithstanding any other provision of this Agreement,
      (1) payments under this paragraph shall cease as of the date of the
      termination of the Executive's COBRA coverage in accordance with Treasury
      Regulation ss. 54.4980B-7, Q/A-1 and (2) if the Executive becomes
      reemployed with another employer and is eligible to receive medical or
      other welfare benefits under another employer provided plan, the payments
      described in this section shall terminate.

8. Covenant Not to Compete. During the continuance of his employment hereunder
   and for a period equal to the greater of (a) eighteen (18) months after
   termination of employment hereunder, or (b) the period of time for which
   severance is received, the Executive shall not, anywhere in the United
   States, engage in any business which competes directly with the Company. The
   Company and the Executive both acknowledge the importance and value of the
   Executive's services to the Company.

9.    Acceleration of Vesting.

(i)   Subject to Section 7(e) of this Agreement,  in the event of
      a Change in Control of the  Company,  all awards due to the
      Executive  outstanding  under the  Company's  1999 and 2005
      Incentive  Stock Plans (or other  incentive stock plans) as
      of the  day  before  the  consummation  of such  Change  in
      Control shall  automatically  accelerate so that each Stock
      Option shall become fully  exercisable  with respect to the
      total  number of shares  subject to such  stock  option and
      may  be  exercised  for  any  or all  of  those  shares  as
      fully-vested  shares  of  common  stock  as of  such  date,
      without   regard  to  the   conditions   expressed  in  the
      agreements relating to such stock option.

   (ii) In the event that the Executive's employment is terminated by the
      Company other than for Cause, all awards due to the Executive outstanding
      under the Company's 1999 and 2005 Incentive Stock Plans (or other
      incentive stock plans) shall automatically accelerate so that each Stock
      Option shall become fully exercisable with respect to the total number of
      shares subject to such stock option and may be exercised for any or all of
      those shares as fully-vested shares of common stock as of such date,
      without regard to the conditions expressed in the agreements relating to
      such stock option.

10.   Trade Secrets and Confidential Information. During his employment by the
      Company and thereafter, the Executive shall not, directly or indirectly,
      use, disseminate, or disclose for any purpose other than for the purposes
      of the Company's business, any of the Company's confidential information
      or trade secrets, unless such disclosure is compelled in a judicial
      proceeding. The Executive acknowledges access to, and receipt of, such
      confidential information. Upon termination of his employment, all
      documents, records, notebooks, and similar repositories of records
      containing information relating to any trade secrets or confidential
      information then in the Executive's possession or control, whether
      prepared by him or by others, shall be left with the Company or returned
      to the Company upon request. The Executive shall notify future employers
      of the existence of this confidentiality provision.

11.   Severability. It is the desire and intent of the parties that the
      provisions of Sections 8 and 10 shall be enforced to the fullest extent
      permissible under the laws and public policies applied in each
      jurisdiction in which enforcement is sought. Accordingly, if any
      particular sentence or portion of either Section 8 or 10 shall be
      adjudicated to be invalid or unenforceable, the remaining portions of such
      section nevertheless shall continue to be valid and enforceable as though
      the invalid portions were not a part thereof. In the event that any of the
      provisions of Section 8 relating to the geographic areas of restriction or
      the period of restriction shall be deemed to exceed the maximum area or
      period of time which a court of competent jurisdiction would deem
      enforceable, the geographic areas and times shall, for the purposes of
      this Agreement, be deemed to be the maximum areas of time periods which a
      court of competent jurisdiction would deem valid and enforceable in any
      state in which such court of competent jurisdiction shall be convened.

12.   Injunctive Relief. The Executive agrees that any violation by him of the
      agreements contained in sections 8 and 10 are likely to cause irreparable
      damage to the Company, and therefore agrees that if there is a breach or
      threatened breach by the Executive of the provisions of said sections, the
      Company shall be entitled to an injunction restraining the Executive from
      such breach. Nothing herein shall be construed as prohibiting the Company
      from pursuing any other remedies for such breach or threatened breach.

13.   Miscellaneous.

(a)   Notices. Any notice required or permitted to be given under this Agreement
      shall be directed to the appropriate party in writing and mailed or
      delivered,

      to the Company:
      10261 Tejon Street
      Westminster CO 80234
      Attn: President/CEO

                                to the Executive:
                               William Critchfield
                                 [home address]

(b)   Binding  Effect.  This  Agreement  is  a  personal  service
      ---------------
      agreement  and may not be  assigned  by the  Company or the
      Executive,   except   that  the  Company  may  assign  this
      Agreement  to a  successor  by merger,  consolidation,  and
      sale of  assets  or other  reorganization.  Subject  to the
      forgoing,  this  Agreement  shall be binding upon and inure
      to the benefit of the parties  hereto and their  respective
      successors, assigns, and legal representatives.

(c)   Amendment. This Agreement may not be amended except by an instrument in
      writing executed by each of the parties hereto.

(d)   Applicable Law. This Agreement shall be governed by the laws of the State
      of Colorado, and the venue of any action or proceeding under this
      Agreement shall take place in the City and County of Denver, Colorado.

(e)   Counterparts. This instrument may be executed in one or more counterparts,
      each of which shall be deemed as original.

(f)   Entire Agreement. This Agreement supersedes and replaces all prior
      agreements between the parties related to the employment of the Executive
      by the Company.

(g)   Advice of Counsel. Executive acknowledges that he has had the opportunity
      to seek the advice of counsel relating to this Agreement prior to
      execution of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

Corgenix Medical Corporation                   Executive



s/ Douglass T. Simpson                         s/ William Critchfield
-----------------------                         ----------------------
Douglass T. Simpson                            William Critchfield
President/CEO



<page>
Exhibit 10.10
                              MANAGEMENT AGREEMENT

This Management Agreement ("Agreement") is made and entered into as of July 1,
2005 between Corgenix Medical Corporation, a Nevada corporation (the "Company"),
and Ann L. Steinbarger (the "Executive").

The Company currently employs or intends to employ the Executive in the position
of Senior Vice President Operations. The Company and the Executive desire to
enter into an Employment Agreement setting forth the terms of the Executive's
employment in such capacities by the Company. In consideration of the mutual
promises contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

1.    Employment; Position; Term. The Company and the Executive hereby agree to
      the Executive's employment by the Company in the position of Senior Vice
      President Operations (the "Position"). Subject to Section 4, the term of
      this employment shall be for thirty-six (36) months, beginning July 1,
      2005 and it shall be continuously renewed and extended, unless otherwise
      terminated as provided for herein, so that it shall be effective for
      thirty-six (36) months from any date, irrespective of the anniversary date
      of this Agreement.

2.    Duties, Responsibilities and Authority. In her capacities in the Position,
      the Executive shall have the primary sales and marketing, manufacturing,
      product support and quality control responsibility for the business of the
      Company, which shall be conducted in accordance with policies established
      by the Company's President/CEO and the board of directors (the "Board").
      In her capacities in the Position, the Executive shall report to and be
      subject to the direction and control of the President/CEO and the Board.
      The Executive shall devote her full professional and managerial time and
      effort to the performance of her duties as Senior Vice President,
      Operations of the Company and she shall not engage in any other business
      activity or activities which, in the mutual judgment of the Executive and
      the Board, do, in fact, conflict with the performance of her duties under
      this Agreement, unless agreed to in writing by the Board and attached to
      this Agreement. Both the Company and the Executive acknowledge that the
      services to be provided by Executive are critical to the Company's
      business.

3.    Compensation.

(a)   Salary and Incentive  Compensation.  For services  rendered
      ----------------------------------
      under this  Agreement,  the Company shall pay the Executive
      a monthly  salary of $12,500.00  paid  semi-monthly  at the
      rate of  $6,250.00  beginning  July 1, 2005.  In  addition,
      each year during the term of this Agreement,  the Executive
      shall  be   eligible   to  receive   additional   incentive
      compensation  as shall be determined  by the  President/CEO
      and approved by the Board.

(b)   Annual Review. The Executive's salary shall be reviewed annually beginning
      with the first anniversary of the date first written above, and it may be
      increased (but not decreased), as the President/CEO and Board deems
      appropriate.

(c)   Automobile expense reimbursement. The Company shall reimburse the
      Executive in the amount of $400.00 per month for reasonable and necessary
      automobile expenses to be incurred by the Executive in connection with her
      employment by the Company.

(d)   Benefits and Vacation.  The Executive  shall be eligible to
      ---------------------
      participate   in   such   insurance    programs    (health,
      disability,   or  life)  or  such  other  health,   dental,
      retirement,  or similar employee  benefits  programs as the
      Board may  approve,  on a basis at least as  favorable,  as
      well as  comparable,  to that  available to other  officers
      and executive  employees of the Company.  The Executive may
      participate  in stock  option  programs of the Company upon
      such terms as the  administrators of such programs in their
      discretion  determine.  The Executive  shall be entitled to
      paid  time  off  from  work  at  the   discretion   of  the
      President/CEO.  The value of any unused vacation time shall
      not  be  paid  to the  Executive  upon  termination  of her
      employment for any reason.

(e)   Reimbursement of Expenses. The Company shall reimburse the Executive for
      all reasonable out-of pocket expenses incurred by the Executive in
      connection with the business of the Company and in the performance of her
      duties under this Agreement upon the Executive's presentation to the
      Company of an itemized accounting of such expenses with reasonable
      supporting data.

4.    Termination.

   (a) Either party may terminate the Executive's employment under this
      Agreement, without cause, upon one (1) month's written advance notice to
      the other party.

   (b) The Company may terminate the Executive's employment for "Cause" (as
      hereinafter defined) immediately upon written notice stating the basis for
      such termination. "Cause" for termination of the Executive's employment
      shall only be deemed to exist if the Executive has breached this
      Agreement, exhibited willful disobedience of directions of the Board or
      President/CEO, or committed gross malfeasance in performance of her duties
      hereunder or acts resulting in an indictment charging the Executive with
      commission of a felony; provided that the commission of acts resulting in
      such an indictment shall constitute Cause only if a majority of the
      directors who are not also subject to any such indictment determine that
      the Executive's conduct has substantially and adversely affected the
      Company or its reputation. A material failure to perform her duties
      hereunder that results from the disability of the Executive shall not be
      considered Cause.

5. Death or Disability.

   (a) In the event of the death of the Executive, except with respect to any
      benefits which have accrued and have not been paid to the Executive
      hereunder, the provisions of this Agreement shall terminate immediately.
      However, the Executive's estate shall have the right to receive
      compensation due to the Executive as of and to the date of her death and,
      furthermore, to receive an additional amount equal to one twelfth (1/12)
      of the Executive's annual compensation then in effect as specified in
      Section 3(a), above.

   (b) If, during the term of this Agreement, the Executive, in the reasonable
      judgment of the President/CEO or the Board, has failed to perform her
      duties under this Agreement on account of Executive's disability, the
      Company shall have the right to terminate the Executive's employment
      hereunder by written notification to the Executive. Executive's disability
      means her incapacity due to physical or mental illness such that she is
      unable to perform her previously assigned duties where (1) such incapacity
      has been determined to exist by either (x) the Company's disability
      insurance carrier or (y) by the concurring opinions of two licensed
      physicians (one selected by the Company and one by Executive), and (2) the
      Company has determined, based on competent medical advice, that such
      incapacity is likely to continue for at least six continuous months. Any
      such termination for disability shall be only as permitted by the
      Americans with Disabilities Act.

6. Severance Pay. In the event that the Executive's employment is terminated by
   the Company other than for Cause, the Executive shall be entitled to receive
   her then current compensation, payable at the Company's regular payment
   intervals, for eighteen (18) months following the date of the Executive's
   termination by the Company. If the Executive voluntarily terminates her
   employment hereunder, or if her employment is terminated for Cause, then the
   Executive shall not be entitled to any severance pay.

7. Change of Control Payment.

   (a) In the event of a Termination Upon a Change in Control, as set forth in
      this Paragraph 7, the Executive shall be entitled to receive a lump sum
      payment equal to thirty-six (36) months of her then current monthly
      compensation as specified in Section 3(a).

   (b) "Change in Control" shall mean a change in ownership or control of the
      Company effected through any of the following transactions:

      (i) the acquisition, directly or indirectly by any person or group other
      than a trustee or other fiduciary holding securities under an employee
      benefit plan of the Company, of beneficial ownership of securities
      possessing more than thirty percent (30%) of the total combined voting
      power of the. Company's outstanding securities, excluding an initial or
      secondary public offering;

      (ii) a stockholder-approved merger or consolidation to which the Company
      is a party and in which (A) the Company is not the surviving entity or (B)
      securities possessing more than thirty percent (30%) of the total combined
      voting power of the Company's outstanding securities are transferred to a
      person or persons different from the persons holding those securities
      immediately prior to such transaction.

   (c) "Termination Upon a Change in Control" shall mean a termination of the
      Executive, within eighteen (18) months after the first date on which a
      Change in Control occurs (the "Effective Date"), without Cause or a
      termination by the Executive for "Good Reason" within eighteen (18) months
      after the Effective Date.

      For purposes of this Agreement "Good Reason" shall include, but not be
      limited to, any of the following (without the Executive's express written
      consent):
(i)     the assignment to the Executive by the Company of duties inconsistent
        with, or a substantial diminution in the nature or status of, the
        Executive's responsibilities;
(ii)    a reduction by the Company in the Executive's compensation or benefits
        as in effect on the date of a Change in Control;
(iii)   a relocation of the location of the Executive's work assignment outside
        the Denver, Colorado metropolitan area;
(iv)    any material breach by the Company of any provision of this Agreement,
        if such material breach has not been cured within thirty (30) days
        following written notice of such breach by the Executive to the Company
        setting forth with specificity the nature of the breach; or
(v)     any failure by the Company to obtain the assumption and performance of
        this Agreement by any successor (by merger, consolidation or otherwise)
        of the Company.

   (d) Anything in this Agreement to the contrary notwithstanding, if a Change
      in Control occurs and if the Executive's employment with the Company is
      terminated prior to the Effective Date, and if it is reasonably
      demonstrated by the Executive that such termination of employment (a) was
      at the request of a third party who has taken steps reasonably calculated
      to effect a Change in Control or (b) otherwise arose in connection with or
      anticipation of a Change in Control, then for all purposes of this
      Agreement the Effective Date shall mean the date immediately prior to the
      date of such termination of employment.

   (e) Notwithstanding anything else in this Agreement, solely in the event of a
      Termination Upon a Change in Control, the aggregate of the amount of
      severance compensation payable to the Executive under this Agreement, plus
      any other payments or awards which would constitute a "parachute payment"
      for purposes of Section 280G(b)(2) of the Internal Revenue Code, shall be
      reduced by any amount that the Company is prohibited from deducting for
      federal income tax purposes by virtue of Section 280G of the Internal
      Revenue Code or any successor provision. The reduction shall apply first
      to parachute payment amounts related to the 1999 and 2005 Incentive Stock
      Plans, then to severance compensation hereunder, then to any other amounts
      as determined by the Company.

   (f) If the Executive elects to continue group health insurance coverage under
      the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
      (COBRA) following a Termination Upon a Change in Control or termination by
      the Company without Cause, then the Company shall pay the difference
      between (a) the monthly group health insurance premium the Executive was
      paying immediately prior to such termination and (b) the total monthly
      COBRA premium in relation to the continuation of the Executive's group
      health insurance coverage only. Such payments will be made for a period of
      time equal to eighteen (18) months in the event of a termination without
      Cause, and thirty-six (36) months in the event of a Termination Upon a
      Change in Control. Notwithstanding any other provision of this Agreement,
      (1) payments under this paragraph shall cease as of the date of the
      termination of the Executive's COBRA coverage in accordance with Treasury
      Regulation ss. 54.4980B-7, Q/A-1 and (2) if the Executive becomes
      reemployed with another employer and is eligible to receive medical or
      other welfare benefits under another employer provided plan, the payments
      described in this section shall terminate.

8. Covenant Not to Compete. During the continuance of her employment hereunder
   and for a period equal to the greater of (a) eighteen (18) months after
   termination of employment hereunder, or (b) the period of time for which
   severance is received, the Executive shall not, anywhere in the United
   States, engage in any business which competes directly with the Company. The
   Company and the Executive both acknowledge the importance and value of the
   Executive's services to the Company.

9.    Acceleration of Vesting.

(i)   Subject to Section 7(e) of this Agreement,  in the event of
      a Change in Control of the  Company,  all awards due to the
      Executive  outstanding  under the  Company's  1999 and 2005
      Incentive  Stock Plans (or other  incentive stock plans) as
      of the  day  before  the  consummation  of such  Change  in
      Control shall  automatically  accelerate so that each Stock
      Option shall become fully  exercisable  with respect to the
      total  number of shares  subject to such  stock  option and
      may  be  exercised  for  any  or all  of  those  shares  as
      fully-vested  shares  of  common  stock  as of  such  date,
      without   regard  to  the   conditions   expressed  in  the
      agreements relating to such stock option.

   (ii) In the event that the Executive's employment is terminated by the
      Company other than for Cause, all awards due to the Executive outstanding
      under the Company's 1999 and 2005 Incentive Stock Plans (or other
      incentive stock plans) shall automatically accelerate so that each Stock
      Option shall become fully exercisable with respect to the total number of
      shares subject to such stock option and may be exercised for any or all of
      those shares as fully-vested shares of common stock as of such date,
      without regard to the conditions expressed in the agreements relating to
      such stock option.

10.   Trade Secrets and Confidential Information. During her employment by the
      Company and thereafter, the Executive shall not, directly or indirectly,
      use, disseminate, or disclose for any purpose other than for the purposes
      of the Company's business, any of the Company's confidential information
      or trade secrets, unless such disclosure is compelled in a judicial
      proceeding. The Executive acknowledges access to, and receipt of, such
      confidential information. Upon termination of her employment, all
      documents, records, notebooks, and similar repositories of records
      containing information relating to any trade secrets or confidential
      information then in the Executive's possession or control, whether
      prepared by him or by others, shall be left with the Company or returned
      to the Company upon request. The Executive shall notify future employers
      of the existence of this confidentiality provision.

11.   Severability. It is the desire and intent of the parties that the
      provisions of Sections 8 and 10 shall be enforced to the fullest extent
      permissible under the laws and public policies applied in each
      jurisdiction in which enforcement is sought. Accordingly, if any
      particular sentence or portion of either Section 8 or 10 shall be
      adjudicated to be invalid or unenforceable, the remaining portions of such
      section nevertheless shall continue to be valid and enforceable as though
      the invalid portions were not a part thereof. In the event that any of the
      provisions of Section 8 relating to the geographic areas of restriction or
      the period of restriction shall be deemed to exceed the maximum area or
      period of time which a court of competent jurisdiction would deem
      enforceable, the geographic areas and times shall, for the purposes of
      this Agreement, be deemed to be the maximum areas of time periods which a
      court of competent jurisdiction would deem valid and enforceable in any
      state in which such court of competent jurisdiction shall be convened.

12.   Injunctive Relief. The Executive agrees that any violation by her of the
      agreements contained in sections 8 and 10 are likely to cause irreparable
      damage to the Company, and therefore agrees that if there is a breach or
      threatened breach by the Executive of the provisions of said sections, the
      Company shall be entitled to an injunction restraining the Executive from
      such breach. Nothing herein shall be construed as prohibiting the Company
      from pursuing any other remedies for such breach or threatened breach.

13.   Miscellaneous.

(a)   Notices. Any notice required or permitted to be given under this Agreement
      shall be directed to the appropriate party in writing and mailed or
      delivered,

      to the Company:
      10261 Tejon Street
      Westminster CO 80234
      Attn: President/CEO

                                to the Executive:
                               Ann L. Steinbarger
                                 [home address]

(b)   Binding  Effect.  This  Agreement  is  a  personal  service
      ---------------
      agreement  and may not be  assigned  by the  Company or the
      Executive,   except   that  the  Company  may  assign  this
      Agreement  to a  successor  by merger,  consolidation,  and
      sale of  assets  or other  reorganization.  Subject  to the
      forgoing,  this  Agreement  shall be binding upon and inure
      to the benefit of the parties  hereto and their  respective
      successors, assigns, and legal representatives.

(c)   Amendment. This Agreement may not be amended except by an instrument in
      writing executed by each of the parties hereto.

(d)   Applicable Law. This Agreement shall be governed by the laws of the State
      of Colorado, and the venue of any action or proceeding under this
      Agreement shall take place in the City and County of Denver, Colorado.

(e)   Counterparts. This instrument may be executed in one or more counterparts,
      each of which shall be deemed as original.

(f)   Entire Agreement. This Agreement supersedes and replaces all prior
      agreements between the parties related to the employment of the Executive
      by the Company.

(g)   Advice of Counsel. Executive acknowledges that she has had the opportunity
      to seek the advice of counsel relating to this Agreement prior to
      execution of this Agreement.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

Corgenix Medical Corporation                   Executive



s/ Douglass T. Simpson                         s/Ann L. Steinbarger
----------------------                          --------------------
Douglass T. Simpson                            Ann L. Steinbarger
President/CEO



<page>

Exhibit 10.11
                              MANAGEMENT AGREEMENT

This Management Agreement ("Agreement") is made and entered into as of July 1,
2005 between Corgenix Medical Corporation, a Nevada corporation (the "Company"),
and Taryn G. Reynolds (the "Executive").

The Company currently employs the Executive in the position of Vice President,
Facilities and Information Technology. The Company and the Executive desire to
enter into an Employment Agreement setting forth the terms of the Executive's
employment in such capacities by the Company. In consideration of the mutual
promises contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

1.    Employment; Position; Term. The Company and the Executive hereby agree to
      the Executive's employment by the Company in the position of Vice
      President, Facilities and Information Technology (the "Position"). Subject
      to Section 4, the term of this employment shall be for thirty-six (36)
      months, beginning July 1, 2005 and it shall be continuously renewed and
      extended, unless otherwise terminated as provided for herein, so that it
      shall be effective for thirty-six (36) months from any date, irrespective
      of the anniversary date of this Agreement.

2.    Duties, Responsibilities and Authority. In his capacities in the Position,
      the Executive shall have the primary responsibility for the facilities and
      the information and communication technology of the Company, which shall
      be conducted in accordance with policies established by the Company's
      President/CEO and the board of directors (the "Board"). In his capacities
      in the Position, the Executive shall report to and be subject to the
      direction and control of the President/CEO. The Executive shall devote his
      full professional and managerial time and effort to the performance of his
      duties as Vice President, Facilities and Technology of the Company and she
      shall not engage in any others business activity or activities which, in
      the mutual judgment of the Executive and the Board, do, in fact, conflict
      with the performance of his duties under this Agreement, unless agreed to
      in writing by the Board and attached to this Agreement. Furthermore,
      subject to the specific direction of the President/CEO and general
      direction and control of the Board, the Executive shall be responsible for
      the information and communication technology of the Company and shall be
      responsible for formulating policies and administering the information and
      communication technology of the Company. Both the Company and the
      Executive acknowledge that the services to be provided by Executive are
      critical to the Company's business.

3.    Compensation.

(a)   Salary and Incentive  Compensation.  For services  rendered
      ----------------------------------
      under this  Agreement,  the Company shall pay the Executive
      a monthly  salary of  $9,613.17  paid  semi-monthly  at the
      rate of  $4,806.58  beginning  July 1, 2005.  In  addition,
      each year during the term of this Agreement,  the Executive
      shall  be   eligible   to  receive   additional   incentive
      compensation  as shall be determined  by the  President/CEO
      and approved by the Board.

(b)   Annual Review. The Executive's salary shall be reviewed annually beginning
      with the first anniversary of the date first written above, and it may be
      increased (but not decreased), as the President/CEO and Board deems
      appropriate.

(c)   Automobile expense reimbursement. The Company shall reimburse the
      Executive in the amount of $400.00 per month for reasonable and necessary
      automobile expenses to be incurred by the Executive in connection with his
      employment by the Company.

(d)   Benefits and Vacation.  The Executive  shall be eligible to
      ---------------------
      participate   in   such   insurance    programs    (health,
      disability,   or  life)  or  such  others  health,  dental,
      retirement,  or similar employee  benefits  programs as the
      Board may  approve,  on a basis at least as  favorable,  as
      well as  comparable,  to that  available to other  officers
      and executive  employees of the Company.  The Executive may
      participate  in stock  option  programs of the Company upon
      such terms as the  administrators of such programs in their
      discretion  determine.  The Executive  shall be entitled to
      paid  time  off  from  work  at  the   discretion   of  the
      President/CEO.  The value of any unused vacation time shall
      not  be  paid  to the  Executive  upon  termination  of his
      employment for any reason.

(e)   Reimbursement of Expenses. The Company shall reimburse the Executive for
      all reasonable out-of pocket expenses incurred by the Executive in
      connection with the business of the Company and in the performance of his
      duties under this Agreement upon the Executive's presentation to the
      Company of an itemized accounting of such expenses with reasonable
      supporting data.

4.    Termination.

   (a) Either party may terminate the Executive's employment under this
      Agreement, without cause, upon one (1) month's written advance notice to
      the other party.

   (b) The Company may terminate the Executive's employment for "Cause" (as
      hereinafter defined) immediately upon written notice stating the basis for
      such termination. "Cause" for termination of the Executive's employment
      shall only be deemed to exist if the Executive has breached this
      Agreement, exhibited willful disobedience of directions of the Board or
      President/CEO, or committed gross malfeasance in performance of his duties
      hereunder or acts resulting in an indictment charging the Executive with
      commission of a felony; provided that the commission of acts resulting in
      such an indictment shall constitute Cause only if a majority of the
      directors who are not also subject to any such indictment determine that
      the Executive's conduct has substantially and adversely affected the
      Company or its reputation. A material failure to perform his duties
      hereunder that results from the disability of the Executive shall not be
      considered Cause.

5. Death or Disability.

   (a) In the event of the death of the Executive, except with respect to any
      benefits which have accrued and have not been paid to the Executive
      hereunder, the provisions of this Agreement shall terminate immediately.
      However, the Executive's estate shall have the right to receive
      compensation due to the Executive as of and to the date of his death and,
      furthermore, to receive an additional amount equal to one twelfth (1/12)
      of the Executive's annual compensation then in effect as specified in
      Section 3(a), above.

   (b) If, during the term of this Agreement, the Executive, in the reasonable
      judgment of the President/CEO or the Board, has failed to perform his
      duties under this Agreement on account of Executive's disability, the
      Company shall have the right to terminate the Executive's employment
      hereunder by written notification to the Executive. Executive's disability
      means his incapacity due to physical or mental illness such that he is
      unable to perform his previously assigned duties where (1) such incapacity
      has been determined to exist by either (x) the Company's disability
      insurance carrier or (y) by the concurring opinions of two licensed
      physicians (one selected by the Company and one by Executive), and (2) the
      Company has determined, based on competent medical advice, that such
      incapacity is likely to continue for at least six continuous months. Any
      such termination for disability shall be only as permitted by the
      Americans with Disabilities Act.

6. Severance Pay. In the event that the Executive's employment is terminated by
   the Company other than for Cause, the Executive shall be entitled to receive
   his then current compensation, payable at the Company's regular payment
   intervals, for eighteen (18) months following the date of the Executive's
   termination by the Company. If the Executive voluntarily terminates his
   employment hereunder, or if his employment is terminated for Cause, then the
   Executive shall not be entitled to any severance pay.

7. Change of Control Payment.

   (a) In the event of a Termination Upon a Change in Control, as set forth in
      this Paragraph 7, the Executive shall be entitled to receive a lump sum
      payment equal to thirty-six (36) months of his then current monthly
      compensation as specified in Section 3(a).

   (b) "Change in Control" shall mean a change in ownership or control of the
      Company effected through any of the following transactions:

      (i) the acquisition, directly or indirectly by any person or group other
      than a trustee or other fiduciary holding securities under an employee
      benefit plan of the Company, of beneficial ownership of securities
      possessing more than thirty percent (30%) of the total combined voting
      power of the. Company's outstanding securities, excluding an initial or
      secondary public offering;

      (ii) a stockholder-approved merger or consolidation to which the Company
      is a party and in which (A) the Company is not the surviving entity or (B)
      securities possessing more than thirty percent (30%) of the total combined
      voting power of the Company's outstanding securities are transferred to a
      person or persons different from the persons holding those securities
      immediately prior to such transaction.

   (c) "Termination Upon a Change in Control" shall mean a termination of the
      Executive, within eighteen (18) months after the first date on which a
      Change in Control occurs (the "Effective Date"), without Cause or a
      termination by the Executive for "Good Reason" within eighteen (18) months
      after the Effective Date.

      For purposes of this Agreement "Good Reason" shall include, but not be
      limited to, any of the following (without the Executive's express written
      consent):
(i)     the assignment to the Executive by the Company of duties inconsistent
        with, or a substantial diminution in the nature or status of, the
        Executive's responsibilities;
(ii)    a reduction by the Company in the Executive's compensation or benefits
        as in effect on the date of a Change in Control;
(iii)   a relocation of the location of the Executive's work assignment outside
        the Denver Colorado metropolitan area;
(iv)    any material breach by the Company of any provision of this Agreement,
        if such material breach has not been cured within thirty (30) days
        following written notice of such breach by the Executive to the Company
        setting forth with specificity the nature of the breach; or
(v)     any failure by the Company to obtain the assumption and performance of
        this Agreement by any successor (by merger, consolidation or otherwise)
        of the Company.

   (d) Anything in this Agreement to the contrary notwithstanding, if a Change
      in Control occurs and if the Executive's employment with the Company is
      terminated prior to the Effective Date, and if it is reasonably
      demonstrated by the Executive that such termination of employment (a) was
      at the request of a third party who has taken steps reasonably calculated
      to effect a Change in Control or (b) otherwise arose in connection with or
      anticipation of a Change in Control, then for all purposes of this
      Agreement the Effective Date shall mean the date immediately prior to the
      date of such termination of employment.

   (e) Notwithstanding anything else in this Agreement, solely in the event of a
      Termination Upon a Change in Control, the aggregate of the amount of
      severance compensation payable to the Executive under this Agreement, plus
      any other payments or awards which would constitute a "parachute payment"
      for purposes of Section 280G(b)(2) of the Internal Revenue Code, shall be
      reduced by any amount that the Company is prohibited from deducting for
      federal income tax purposes by virtue of Section 280G of the Internal
      Revenue Code or any successor provision. The reduction shall apply first
      to parachute payment amounts related to the 1999 and 2005 Incentive Stock
      Plans, then to severance compensation hereunder, then to any other amounts
      as determined by the Company.

   (f) If the Executive elects to continue group health insurance coverage under
      the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
      (COBRA) following a Termination Upon a Change in Control or termination by
      the Company without Cause, then the Company shall pay the difference
      between (a) the monthly group health insurance premium the Executive was
      paying immediately prior to such termination and (b) the total monthly
      COBRA premium in relation to the continuation of the Executive's group
      health insurance coverage only. Such payments will be made for a period of
      time equal to eighteen (18) months in the event of a termination without
      Cause, and thirty-six (36) months in the event of a Termination Upon a
      Change in Control. Notwithstanding any other provision of this Agreement,
      (1) payments under this paragraph shall cease as of the date of the
      termination of the Executive's COBRA coverage in accordance with Treasury
      Regulation ss. 54.4980B-7, Q/A-1 and (2) if the Executive becomes
      reemployed with another employer and is eligible to receive medical or
      other welfare benefits under another employer provided plan, the payments
      described in this section shall terminate.

8. Covenant Not to Compete. During the continuance of his employment hereunder
   and for a period equal to the greater of (a) eighteen (18) months after
   termination of employment hereunder, or (b) the period of time for which
   severance is received, the Executive shall not, anywhere in the United
   States, engage in any business which competes directly with the Company. The
   Company and the Executive both acknowledge the importance and value of the
   Executive's services to the Company.

9.    Acceleration of Vesting.

(i)   Subject to Section 7(e) of this Agreement,  in the event of
      a Change in Control of the  Company,  all awards due to the
      Executive  outstanding  under the  Company's  1999 and 2005
      Incentive  Stock Plans (or other  incentive stock plans) as
      of the  day  before  the  consummation  of such  Change  in
      Control shall  automatically  accelerate so that each Stock
      Option shall become fully  exercisable  with respect to the
      total  number of shares  subject to such  stock  option and
      may  be  exercised  for  any  or all  of  those  shares  as
      fully-vested  shares  of  common  stock  as of  such  date,
      without   regard  to  the   conditions   expressed  in  the
      agreements relating to such stock option.

   (ii) In the event that the Executive's employment is terminated by the
      Company other than for Cause, all awards due to the Executive outstanding
      under the Company's 1999 and 2005 Incentive Stock Plans (or other
      incentive stock plans) shall automatically accelerate so that each Stock
      Option shall become fully exercisable with respect to the total number of
      shares subject to such stock option and may be exercised for any or all of
      those shares as fully-vested shares of common stock as of such date,
      without regard to the conditions expressed in the agreements relating to
      such stock option.

10.   Trade Secrets and Confidential Information. During his employment by the
      Company and thereafter, the Executive shall not, directly or indirectly,
      use, disseminate, or disclose for any purpose other than for the purposes
      of the Company's business, any of the Company's confidential information
      or trade secrets, unless such disclosure is compelled in a judicial
      proceeding. The Executive acknowledges access to, and receipt of, such
      confidential information. Upon termination of his employment, all
      documents, records, notebooks, and similar repositories of records
      containing information relating to any trade secrets or confidential
      information then in the Executive's possession or control, whether
      prepared by him or by others, shall be left with the Company or returned
      to the Company upon request. The Executive shall notify future employers
      of the existence of this confidentiality provision.

11.   Severability. It is the desire and intent of the parties that the
      provisions of Sections 8 and 10 shall be enforced to the fullest extent
      permissible under the laws and public policies applied in each
      jurisdiction in which enforcement is sought. Accordingly, if any
      particular sentence or portion of either Section 8 or 10 shall be
      adjudicated to be invalid or unenforceable, the remaining portions of such
      section nevertheless shall continue to be valid and enforceable as though
      the invalid portions were not a part thereof. In the event that any of the
      provisions of Section 8 relating to the geographic areas of restriction or
      the period of restriction shall be deemed to exceed the maximum area or
      period of time which a court of competent jurisdiction would deem
      enforceable, the geographic areas and times shall, for the purposes of
      this Agreement, be deemed to be the maximum areas of time periods which a
      court of competent jurisdiction would deem valid and enforceable in any
      state in which such court of competent jurisdiction shall be convened.

12.   Injunctive Relief. The Executive agrees that any violation by him of the
      agreements contained in sections 8 and 10 are likely to cause irreparable
      damage to the Company, and therefore agrees that if there is a breach or
      threatened breach by the Executive of the provisions of said sections, the
      Company shall be entitled to an injunction restraining the Executive from
      such breach. Nothing herein shall be construed as prohibiting the Company
      from pursuing any other remedies for such breach or threatened breach.

13.   Miscellaneous.

(a)   Notices. Any notice required or permitted to be given under this Agreement
      shall be directed to the appropriate party in writing and mailed or
      delivered,

      to the Company:
      10261 Tejon Street
      Westminster CO 80234
      Attn: President/CEO

                                to the Executive:
                                Taryn G Reynolds
                                 [home address]

(b)   Binding  Effect.  This  Agreement  is  a  personal  service
      ---------------
      agreement  and may not be  assigned  by the  Company or the
      Executive,   except   that  the  Company  may  assign  this
      Agreement  to a  successor  by merger,  consolidation,  and
      sale of  assets  or other  reorganization.  Subject  to the
      forgoing,  this  Agreement  shall be binding upon and inure
      to the benefit of the parties  hereto and their  respective
      successors, assigns, and legal representatives.

(c)   Amendment. This Agreement may not be amended except by an instrument in
      writing executed by each of the parties hereto.

(d)   Applicable Law. This Agreement shall be governed by the laws of the State
      of Colorado, and the venue of any action or proceeding under this
      Agreement shall take place in the City and County of Denver, Colorado.

(e)   Counterparts. This instrument may be executed in one or more counterparts,
      each of which shall be deemed as original.

(f)   Entire Agreement. This Agreement supersedes and replaces all prior
      agreements between the parties related to the employment of the Executive
      by the Company.

(g)   Advice of Counsel. Executive acknowledges that she has had the opportunity
      to seek the advice of counsel relating to this Agreement prior to
      execution of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

Corgenix Medical Corporation                   Executive



s/ Douglass T. Simpson                         s/ Taryn G Reynolds
----------------------                         ---------------------
Douglass T. Simpson                            Taryn G Reynolds
President/CEO

<page>
Exhibit 10.26

  PRODUCT DEVELOPMENT, MANUFACTURING AND DISTRIBUTION AGREEMENT

      This agreement (the  "Agreement") is entered into this 13th
day of May,  2004, by and between  Corgenix,  Inc., a corporation
organized  and existing  under the laws of the State of Delaware,
U.S.A.  and  having  its  principal  place of  business  at 12061
Tejon Street,  Westminster,  Colorado, 80234 U.S.A.  (hereinafter
referred  to as  "Corgenix"),  and  Creative  Clinical  Concepts,
Inc., a  corporation  organized  and  existing  under the laws of
Colorado  and having its  principal  place of business at 210 St.
Paul Street,  #200,  Denver,  Colorado 80206 U.S.A.  (hereinafter
referred to as "CCC").

                                    RECITALS

      WHEREAS, Corgenix is the owner of all rights, title and interest in and to
the Corgenix Technology (as hereinafter defined) including Corgenix Patent
Rights (as hereinafter defined) and Corgenix Know-How (as hereinafter defined)
relating thereto; and

      WHEREAS, CCC is the owner of all rights, title and interest in and to the
CCC Technology (as hereinafter defined) including CCC Patent Rights (as
hereinafter defined) and CCC Know-How (as hereinafter defined) relating thereto;
and

      WHEREAS, Corgenix is engaged in the business of developing, manufacturing
and distributing diagnostic tests and related products worldwide, and desires to
participate with CCC in the joint development and manufacture of selected
diagnostic tests ("Joint Products", as hereinafter defined) using Corgenix
Technology and CCC Technology and to obtain from CCC the rights to distribute
these products, subject to the terms and conditions set forth herein; and

      WHEREAS, CCC is engaged in the business of selling and distributing
research laboratory products worldwide, and desires to participate with Corgenix
in the joint development, manufacture and distribution of Joint Products using
Corgenix Technology and CCC Technology, subject to the terms and conditions set
forth herein; and

      Whereas, Corgenix and CCC are willing to grant to each other the rights to
develop, manufacture and distribute such Joint Products, subject to the terms
and conditions set forth herein;

      NOW, THEREFORE, in consideration of the above recitals, and in
consideration of the mutual covenants and agreements hereinafter set forth, the
parties do hereby agree as follows:


                                    AGREEMENT

1.         Article 1.Definitions

1.1.       "Corgenix Technology" means the Corgenix Patent Rights (defined
           below) and Corgenix Know-How (defined below) collectively.

1.1.1.     "Corgenix Patent Rights" means any and all claims made by and all
           patent applications and issued patents held by Corgenix in connection
           with the Corgenix enzyme immunoassay technology; and

1.1.2.     "Corgenix  Know-How"  shall mean the  accumulation  of
             skills,   processes   and   experience,    including
             formulas and  specifications,  heretofore  developed
             by  Corgenix   pertaining  to  the  Corgenix  enzyme
             immunoassay technology,  including,  but not limited
             to,  any  and  all  technical   information,   trade
             secrets,   test   results,   studies  and  analysis,
             approved   vendor   list  for  any  raw   materials,
             pre-clinical   and  clinical   data,   manufacturing
             data,    formulation   or   production   technology,
             engineering   or   assembly    methods   and   other
             information    necessary    or    useful    in   the
             manufacture, sale and use of the Joint Products.

1.2.       "CCC Technology" means the CCC Patent Rights (defined below) and CCC
           Know-How (defined below) collectively.

1.2.1.     "CCC Patent Rights" means any and all claims made by and all patent
           applications and issued patents held by CCC; and

1.2.2.     "CCC Know-How" shall mean the  accumulation of skills,
             processes  and  experience,  including  formulas and
             specifications,    heretofore   developed   by   CCC
             pertaining  to the CCC  Technology,  including,  but
             not limited to, any and all  technical  information,
             trade secrets,  test results,  studies and analysis,
             approved   vendor   list  for  any  raw   materials,
             pre-clinical   and  clinical   data,   manufacturing
             data,    formulation   or   production   technology,
             engineering   or   assembly    methods   and   other
             information    necessary    or    useful    in   the
             manufacture, sale and use of the Joint Products.

1.3.       "Joint Products" means and includes any product or group of products
           developed by the parties under the terms of this Agreement. Appendix
           A attached hereto contains an initial list of the Joint Products to
           be developed by the parties. The list of Joint Products set forth in
           Appendix A may be amended from time to time by mutual agreement of
           the parties.

1.4.       "Affiliate" shall mean and include any individual, corporation,
           partnership, limited liability company, joint venture, business
           association or entity that controls, is controlled by, or is under
           common control with the specified party. For purposes of this
           definition, "Control" shall mean direct or indirect beneficial
           ownership of more than fifty percent (50%) of the voting stock or
           other equity ownership interest of, or fifty percent (50%) or more
           interest in the income of, such entity.

1.5.       "Effective Date" shall mean the date this Agreement becomes effective
           as set forth on the first page hereof.

1.6.       "Standard Cost" for each Joint Product shall mean the fully burdened
           standard manufacturing cost calculated in accordance with Corgenix
           standard cost accounting practice, consistently applied, based on the
           standard cost of materials, direct labor and allocable manufacturing
           overhead.

1.7.       "Net Sales" shall mean the gross amount invoiced by Corgenix or CCC
           for the sale or other disposition of a particular Joint Product, less
           (a) discounts actually allowed, (b) credits or price reductions for
           claims, allowances, recalls or returns, or for spoiled, damaged or
           outdated goods, (c) transportation and insurance charges separately
           set forth on the invoice for shipping the Joint Product to the
           customer, (d) customs duties and similar governmental charges, and
           (e) any sales, excise or other taxes or governmental charges levied
           on the sale or disposition of the Joint Product.

1.8.       "Retail Price" shall mean the published list-price of the Joint
           Product(s) as set forth in Company literature.

1.9.       "Strategy Committee" shall mean a committee of persons consisting of
           employees of Corgenix and CCC, in equal numbers from each party,
           responsible for planning, implementing and monitoring all
           collaborative efforts between the two parties.

1.10.      "Committee Report" shall mean written reports issued by the Strategy
           Committee to both parties providing updates on all key issues before
           the Strategy Committee, including but not limited to, the status of
           all development projects for Joint Products.

1.11.      "Customer" means any customer such as independent laboratory,
           hospital or physician laboratory, authorized Corgenix Distributor or
           OEM Partner.


2.         Article 2. Development of Joint Products

2.1.       Selection of Joint Products. Subject to the terms and conditions
           herein set forth, the parties agree that the Strategy Committee will
           routinely review market opportunities in order to identify potential
           projects for joint development.

2.2.       Exchange of General Information. Following selection of a project and
           written designation as a potential Joint Product, the parties agree
           to exchange key information and know-how about the Joint Product to
           be developed, including, but not limited to: market expectations,
           competitor identification, competitor test kit features and benefits,
           sources of antibodies, antigens, standard material and other critical
           components, sources for clinical samples and clinical trials,
           literature references, and names of key contacts and consultants.

2.3.       Development of Project Specifications. For each Joint Product to be
           developed, Corgenix will prepare and submit to CCC for approval
           written product specifications including design criteria, cost and
           time estimates with milestones, proposed clinical testing
           requirements, critical component requirements and regulatory issues.
           CCC will review the specifications and either (a) provide written
           acceptance of the proposed specifications to Corgenix, or (b)
           promptly notify Corgenix in writing of any requested changes to items
           in the specifications, or c) in case of disagreement, the two parties
           will seek the recommendation of a third party scientific advisor
           chosen by the Strategy Committee, or d) decline to develop the Joint
           Products.

2.3.1.     The project specifications shall include the monthly fee to be paid
           by CCC pursuant to Article 2.7.

2.4.       Development of Joint Product. Corgenix shall develop each Joint
           Product according to the project specifications. Product development
           shall occur at Corgenix facilities or at other sites designated by
           the Strategy Committee.

2.5.       Progress Reports. Corgenix will provide written progress reports to
           CCC on a routine basis. These reports will include technical updates,
           any changes to published milestones, and a revised estimate of total
           development expenses to be incurred in the development of the Joint
           Product.

2.6.       Approval of Prototype. At the conclusion of product development,
           Corgenix will provide a prototype of the Joint Product to CCC for
           evaluation and approval. CCC will analyze the prototype product and
           either (a) provide written acceptance of the prototype, or (b)
           promptly notify Corgenix in writing of details in which, in the
           opinion of CCC, the prototype fails to meet the specifications
           established in Article 2.3. In case of disagreement, the two parties
           will negotiate in good faith any differences.

2.7.       Payment for Project Expenses. For each Joint Product to be developed,
           each party will contribute fifty percent (50%) of the total cost of
           development.

2.7.1.     CCC shall pay to  Corgenix  a monthly  fee  calculated
             as:   the  total   estimated   development   expense
             divided  by two  divided  by the  number  of  months
             estimated   for  the   development   project.   (For
             example,  for  a  development  project  expected  to
             cost    $120,000   and   require   12   months   for
             development,   the   monthly  fee  paid  by  CCC  to
             Corgenix would be $5,000.)

2.7.2.     Development project expenses shall include, but not be limited to,
           direct and indirect labor, materials and outside services, including
           the costs of U.S. regulatory filing pursuant to Article 7.1 and
           European regulatory filing pursuant to Article 7.3.

2.7.3.     Upon  completion of the development of a Joint Product
             and  submission  by Corgenix to the US Food and Drug
             Administration  (FDA) for  approval,  Corgenix  will
             issue  a  report  with  a  detailed   accounting  of
             development  expenses incurred.  CCC will review the
             expense  accounting  and either (a) promptly  notify
             Corgenix of its  acceptance  of the  accounting,  or
             (b) promptly  notify  Corgenix in writing of details
             in which,  in the  opinion of the  party,  the final
             expenses  are  incorrect or  inappropriate.  In case
             of  disagreement,  the two parties will negotiate in
             good faith any differences.

2.7.4.     Audit.  Corgenix  shall  keep  sufficient  records  of
             development  project  expenses  and shall permit its
             books  and  records  to  be  examined   periodically
             during  reasonable  business hours by an independent
             certified    public    accountant    selected    and
             compensated  by CCC to  verify  the  calculation  of
             expenses and to  otherwise  ensure  compliance  with
             the terms of this Agreement.

2.7.5.     Payment. Following acceptance of both parties of the accounting of
           the development costs of a Joint Product, a party owing the other
           party may pay the amount owed by a) immediate payment to the other of
           the remaining balance of expenses incurred in the development of the
           Joint Product; or b) other methods to be determined by the parties.

2.8.       Revision of total expense estimates. Corgenix shall promptly notify
           CCC in writing if, during the development of a Joint Product,
           Corgenix estimates that after completion of the development project,
           the total development expense for the Joint Product will exceed by
           ten percent (10%) the original total development expense projection
           as specified in Article 2.3. Following such determination and notice,
           the two parties shall negotiate in good faith a resolution of the
           problem.


3.         Article 3. Manufacturing of Joint Products

3.1.       Manufacturing Rights. Subject to the terms and conditions hereinafter
           set forth, Corgenix shall have the rights to manufacture the Joint
           Products. Corgenix shall be entitled to sublicense the rights
           conferred upon it under this Article 3, but only to the extent
           necessary to allow third parties to manufacture Joint Products for
           and on behalf of Corgenix or an Affiliate, and provided that (i)
           Corgenix shall give CCC thirty (30) days written notice before any
           such sublicense shall become effective; (ii) any such sublicense
           shall be subject in all respects to the restrictions, exceptions and
           provisions contained in this Agreement; (iii) no such sublicense
           shall relieve Corgenix of its obligations hereunder; and (iv)
           Corgenix and each such sublicensee shall execute documents to the
           foregoing effect reasonably acceptable to CCC, a copy thereof
           furnished to CCC promptly after execution and delivery.

3.1.1.     Should   Corgenix  be  unable  to  manufacture   Joint
             Products,   Corgenix   shall  transfer  to  CCC  all
             existing  technology  and know-how  arising from the
             development  of the Joint  Products,  including  but
             not  limited  to  regulatory,   design  control  and
             manufacturing  documentation,  to enable  CCC,  or a
             third  party,  to  manufacture  Joint  Products  for
             CCC.

3.2.       Quality Assurance. Corgenix shall strictly adhere to the quality
           control procedures and specifications for the manufacture and
           performance of Joint Products as may be necessary to meet applicable
           governmental specifications for the manufacture of the Joint
           Products. Corgenix shall furnish CCC with copies of test results and
           other finite data supporting quality control if so requested in
           writing.

3.3.       Technology License. Subject to the terms of this Agreement, each
           party hereby grants to the other party a perpetual, worldwide,
           transferable, non-exclusive, non-royalty-bearing license using
           Corgenix Technology and CCC Technology to make, use and sell the
           Joint Products. Use of this license requires mutual agreement through
           the Strategy Committee.

3.4.       Technical Assistance. CCC shall assist Corgenix in establishing its
           manufacturing operations for the production of the Joint Products.
           CCC shall promptly transfer to Corgenix the know-how necessary to
           produce Joint Products and provide all reasonable technical
           assistance requested to facilitate the transmission of such know-how
           and to solve such production problems as may arise in connection with
           the production of Joint Products. Any costs associated with CCC
           personnel's involvement in this process will be included in the
           Project Expenses as described in Article 2.7.


4.         Article 4. Distribution, Payment and Pricing of Joint Products

4.1.       Distribution. Subject to the terms of this Agreement, Corgenix and
           CCC shall each have the exclusive worldwide rights to distribute the
           Joint Products as described in Appendix A, including the rights to
           distribute to other parties under private label or OEM agreements,
           throughout the world. The Strategy Committee will oversee the
           Distribution of Joint Products.

4.2.       Payments. It is the intention of the parties to split the profits
           from Net Sales of the Joint Products, equally, with the logistics of
           payments to be determined by the Strategy Committee, individually,
           based on manufacturing costs, market conditions and gross margins.

4.2.1.     Upon receipt of FDA clearance of Joint  Products,  CCC
         will  provide  Corgenix  a list  of  current  customers.
         Profits on sales to this current  customer  list will be
         split  70% to CCC  and  30% to  Corgenix  for  the  next
         twenty-four  (24)  months,  from date of FDA  clearance.
         After this  twenty-four  (24) month  period,  profits on
         sales  to  all  customers   will  be  split  equally  as
         described in Article 4.2.

4.3.       Pricing. For all Joint Products, Corgenix and CCC by mutual
           agreement, through the Strategy Committee, shall determine the Retail
           Price, including average and lowest selling price targets, and
           pricing for specific CCC customers.


5.         Article 5.Confidentiality

5.1.       Confidentiality of CCC. CCC acknowledges that during the course of
           this Agreement it will become privy to confidential information of
           Corgenix concerning Corgenix itself, Corgenix Technology, Corgenix
           business strategy, and other technical, business and financial
           matters. CCC accordingly agrees to hold all such information so
           designated by Corgenix in strictest confidence and not to disclose
           any such information to a third party except as expressly permitted
           by Corgenix in writing, or use such information for any purpose other
           than the purposes hereof, unless such information was already in the
           possession of CCC at the time of receipt from Corgenix or such
           information is or becomes public knowledge through no fault of CCC or
           is provided in good faith to CCC by any independent third party who
           has the right to disclose such information. This Article shall
           survive any termination of this Agreement for a period of 5 (five)
           years.

5.2.       Confidentiality of Corgenix. Corgenix acknowledges that during the
           course of this Agreement it will become privy to confidential
           information of CCC concerning CCC itself, CCC 's business strategy,
           and other technical, business and financial matters. Corgenix
           accordingly agrees to hold all such information so designated by CCC
           in strictest confidence and not to disclose any such information to a
           third party except as expressly permitted by CCC in writing, or use
           such information for any purpose other than the purposes hereof,
           unless such information was already in the possession of Corgenix at
           the time of receipt from CCC or such information is or becomes public
           knowledge through no fault of Corgenix or is provided in good faith
           to Corgenix by any independent third party who has the right to
           disclose such information. This Article shall survive any termination
           of this Agreement for a period of 5 (five) years.

6.         Article 6. Other Duties of the parties

6.1.       Product Claims. At all times during the term of this Agreement,
           neither party will make any claims or representations concerning the
           Joint Products other than those representations set forth in the
           product insert.

6.2.       Licenses and Permits. Corgenix shall be responsible for obtaining all
           licenses and permits required by any governmental authority in order
           to import a Joint Product, as well as the cost of such licenses and
           permits. Corgenix agrees to comply with all applicable laws
           regulations and orders governing the sale, disposition, shipment,
           import or export of the Joint Products and maintain in effect all
           licenses, permits and authorizations from all government agencies as
           may be necessary to perform its obligations hereunder.

6.3.       Regulatory Documents. To the extent on hand or obtainable without
           unreasonable burden or cost, each party shall provide at no cost to
           the other all documentation reasonably requested by either party to
           obtain the required regulatory approvals as referred in Article 6.2.

6.4.       Defective Product Notice. Each party shall immediately notify the
           other party in writing should it become aware of any defect or
           condition that may render a Joint Product in violation of the law of
           any jurisdiction where the Joint Products are sold, or if the Joint
           Products deviate in any way from the specifications or the warranties
           set forth herein. The parties shall share with each other all
           relevant data on Joint Product defects and Joint Product complaints
           including, but not limited to, complaints or information regarding
           performance and/or allegations or reports of any negative effect from
           the use or misuse of the Joint Products as soon as such data is
           available.

6.5.       Technical Assistance and Training. The parties shall to the extent
           necessary provide training and technical assistance to each other's
           personnel necessary for the marketing of the Joint Products.

6.6.       GMP/ISO Audit. Corgenix agrees to receive qualified personnel from
           CCC to perform an audit of the GMP and/or ISO process at a convenient
           time mutually agreed upon. Other than disclosures otherwise permitted
           by this Agreement, this audit will not include the disclosure of
           trade secrets, know-how, or any other confidential information not
           necessary to perform the audit.

7.         Article 7.Regulatory Compliance

7.1.       U.S. Regulatory Approvals. Corgenix shall exercise reasonable
           business efforts with respect to each Joint Product, to diligently
           prepare, file and prosecute all necessary applications as soon as
           reasonably possible to obtain approval from the FDA for the
           commercial manufacture, use and sale by the parties of each such
           Joint Product in the United States.

7.1.1.     The costs of obtaining U.S. regulatory approval shall be included in
           the product development costs.

7.2.       Exchange and Confidentiality of Documentation. Subject to the
           confidentiality provisions of Article 5, each party shall be given
           access to all such underlying data, reports and summaries upon which
           any such applications to the FDA have been based.

7.3.       Foreign Regulatory Approvals. Corgenix shall be responsible for
           filing and prosecuting any application to obtain the required
           governmental approvals or consents necessary to manufacture, test and
           market Joint Products worldwide.

7.3.1.     The costs associated with the CE marking of the Joint Products shall
           be included in the product development costs in Section 2.7.

7.3.2.     The costs associated with obtaining regulatory approval or consent
           necessary to manufacture, test and market Joint Products in markets
           other that the European Union shall be the responsibility of
           Corgenix.

      The parties shall exchange all technical and regulatory documentation and
      information (including, without limitation, all clinical data) in a
      party's possession or under its control, or obtainable without
      unreasonable burden to enable both parties.

7.4.    Customer Complaints. Each party shall immediately notify the other party
        in writing should it become aware, through customer complaint or
        otherwise, of any defect or condition which may render any Joint Product
        in violation of law or FDA and/or any foreign equivalent regulations, or
        which may in any way deviate from the approved product specifications.

8.      Article 8. Intellectual Property

8.1.    Technology. Neither party shall have any interest in the other party's
        technology used in Joint Products other than the License rights granted
        in Article 3.3.

8.2.    Third Party Infringement. Each party shall each promptly notify the
        other party upon learning that a third party is making, using or selling
        a product or component of a product which is within the scope of a valid
        licensed claim of either party. The party whose technology is being
        infringed by a third party shall have the right to bring, maintain and
        settle any suit, action or proceeding involving any such infringement,
        and shall pay all expenses incurred in connection therewith and shall
        retain any amount recovered in any such suit, action or proceeding
        whether by judgment or settlement.

8.3.    New Technology. All new inventions, whether patentable or not, utilized
        in the Joint Products and discovered during the course of development of
        the Joint Products shall be owned jointly by Corgenix and CCC, with each
        owning an undivided one-half interest therein.

8.4.    Negligent Product Handling. Except for actual third party claims covered
        by Article 11 below, neither party shall be responsible to the other
        party or the other party's agents for the other party or the other
        party's agents negligence in handling of the Joint Product which causes
        a breach of warranty.

9.      Article 9. Indemnification

9.1.    Indemnification by CCC. CCC hereby agrees to defend, indemnify and hold
        Corgenix, its employees, agents and Affiliates harmless against any and
        all claims, liabilities, losses, damages or expenses, (including,
        without limitation, attorneys fees), to the extent resulting from,
        arising out of, or connected with any inaccuracy, breach of, or
        nonfulfillment of any covenant, representation, warranty or agreement
        made by or any other obligation of CCC contained in this Agreement.
        Notwithstanding the foregoing, Corgenix, its employees, agents and
        Affiliates shall not be entitled to indemnification for any claim,
        liability, loss, cost, damage or expense to the extent caused by its or
        their own fraud, misrepresentation, negligence or malfeasance.

9.2.    Indemnification by Corgenix. Corgenix hereby agrees to defend, indemnify
        and hold CCC, its employees, agents and Affiliates harmless against any
        and all claims, liabilities, losses, damages or expenses, (including,
        without limitation, attorneys fees), to the extent resulting from,
        arising out of, or connected with (i) any inaccuracy, breach of, or
        nonfulfillment of any covenant, representation, warranty or agreement
        made by or other obligation of Corgenix contained in this Agreement, or
        (ii) any claim that the use by or on behalf of CCC of the Patent Rights
        or Know-How pursuant to this Agreement infringes upon or violates the
        patent or other proprietary rights of any third party. CCC, its
        employees, agents and Affiliates shall not be entitled to
        indemnification for any claim, liability, loss, cost, damage or expense
        to the extent caused by its or their own fraud, misrepresentation,
        negligence or malfeasance

9.3.    Defense, Settlement. The indemnified party shall give the indemnifying
        party reasonably prompt notice of any claims of third parties as to
        which it proposes to demand indemnification hereunder. The indemnifying
        party shall have the right to assume the good faith defense, compromise
        or settlement of any such claim (without prejudice to the right of the
        indemnified party to participate in such defense) at its own expense
        through attorneys reasonably acceptable to the indemnified party, but
        may not, without the prior written consent of the indemnified party
        agree to (i) any injunctive relief or restrictions affecting the
        indemnified party, or (ii) any settlement which would adversely affect
        the business or operations of the indemnified party. If the indemnifying
        party does not elect to defend such claim or suit within ten (10) days
        after having received notice thereof or fails to prosecute its defense
        diligently, the indemnified party may at its sole discretion defend
        against such claim or suit at the indemnifying party's expense. The
        indemnified party may thereafter elect to settle such claim or suit or
        otherwise enter into a compromise with the claimant.

9.4.    Damages, Costs. If damages and/or costs are awarded against the
        indemnified party in any such claim or suit, whether or not Corgenix
        and/or CCC conduct the defense of such claim or suit, the indemnifying
        party shall indemnify and hold harmless the indemnified party for all
        such damages and/or costs. All other costs and/or fees which result from
        the assertion of any such claim or suit, including but not limited to
        attorneys fees, incurred by the indemnified party in defense of any such
        claim or suit shall be reimbursed to the indemnified party by the
        indemnifying party.

10.     Article 10. Limited Warranty

10.1.   Shelf Life Warranty. Corgenix warrants that the Joint Products
        manufactured by Corgenix shall have a shelf life of no less than 80% of
        the total expected shelf life from the date of shipment provided that
        the Joint Products are stored under conditions set forth in the product
        specifications. Corgenix shall not be liable for any failure to satisfy
        the shelf life requirement to the extent such variance is caused by
        conditions or events occurring after shipment and/or over which Corgenix
        has no control.

10.2.   Notice. Should either party discover any Joint Product manufactured by
        Corgenix that fails to satisfy the shelf life warranty contained in
        Article 10.1, Corgenix shall be notified in writing within ten (10)
        business days after such discovery. The manufacturing party shall, at
        its election, either refund the portion of the purchase price to the
        other party, allocable to the Joint Product which gives rise to the
        claim, or correct such defect by suitable replacement at its own
        expense. The manufacturing party's obligation under this section with
        respect to such defective Joint Product shall be conclusively waived if
        written notification of any defect is not received within ten (10)
        business days after its discovery.

10.3.   Third Party Claims. The provisions of this Article 10 are not applicable
        to any third party claims.

10.4.   Warranties. The written warranties in Article 10 are the sole exclusive
        warranties provided and are in lieu of all other warranties, whether
        written or oral, implied or statutory. Corgenix warrants the Joint
        Products against defects in material and workmanship under the normal
        use and service for which they were designed, for a period of 90 days
        after date of shipment. Corgenix shall under no circumstances be liable
        for any special, indirect or consequential damages owing to failure of
        the Joint Products.

11.     Article 11. Effective Date and Term

        This Agreement shall become effective upon execution by both parties and
        shall be deemed effective as of the date first set forth above. This
        Agreement shall continue to be in effect unless terminated by either
        party as provided in Article 12 hereof.

12.   Article 12.  Termination

        Either party will have the right to terminate this Agreement if the
        other party: (a) assigns this Agreement or any of its rights hereunder
        in violation of the provisions of this Agreement; (b) becomes bankrupt
        or insolvent; (c) makes an assignment for the benefit of creditors, or a
        receiver, trustee in bankruptcy or similar officer is appointed to take
        charge of all or part of its property; (d) materially breaches its
        obligations under this Agreement, and such breach has not been cured
        within thirty (30) days of notice thereof by the non-breaching party.
        Information referring to the above events should be given to the other
        party within 14 days, and this party should communicate its intentions
        to the other party within 30 days. For purposes of this Article, a
        material breach on the part of either party includes, but is not limited
        to, failure to adhere to the confidentiality provisions and restrictions
        on use of information set forth in Articles 6.1 and 6.2, and any failure
        to pay royalties or make any payment required hereunder within 30 days
        of the date due.

13.     Article 13. Rights and Obligations Upon Termination

13.1.   Effect of Termination. Termination, cancellation or abandonment of this
        Agreement through any means and for any reason shall not relieve the
        parties of any obligation accruing prior thereto and shall be without
        prejudice to the rights and remedies of either party with respect to any
        antecedent breach of any of the provisions of this Agreement.

13.2.   Survival. In the event of termination of this Agreement, the license
        rights of Article 3.3, payment provisions of Article 4.2,
        confidentiality provisions of Article 5, indemnification provisions of
        Article 9, and General Provisions set forth in Article 15, shall
        survive, provided that the license rights of Article 3.3 shall terminate
        if either party either (a) fails to make any payment within 30 days of
        the date due or (b) otherwise commits a material breach of this
        Agreement.

14.     Article 14. Arbitration

      Any controversy or claim arising under or in relation to this Agreement,
      except as otherwise expressly provided below, shall be settled exclusively
      by arbitration in accordance with the International Arbitration Rules of
      the American Arbitration Association (AAA). Arbitration shall take place
      in Denver, Colorado, U.S.A. before one arbitrator selected by the parties
      jointly or failing their agreement, selected pursuant to the rules of the
      AAA. The arbitration shall be conducted in English and shall use the U.S.
      Federal rules of evidence and the U.S. Federal rules of civil procedure.
      The substantially prevailing party shall be entitled to recover its costs
      and attorneys' fees. The decision of the arbitrators shall be final and
      binding on the parties, and judgment upon the award rendered by the
      arbitrators may be entered by any court having jurisdiction thereof. Both
      parties specifically consent to the jurisdiction of the courts of the
      State of Colorado, U.S.A., and any other place where it is located or can
      be found for purposes of enforcing an award.

15.     Article 15. General Provisions

15.1.   Entire Agreement. This Agreement, including the Appendices, constitutes
        the entire agreement between the parties with respect to the subject
        matter hereof, and may not be modified (unless expressly provided
        otherwise herein) except in writing duly signed by both parties. The
        terms and conditions of this Agreement shall prevail notwithstanding any
        other terms and conditions on any order submitted by either party.

15.2.   Assignment, Waiver, Severability. Neither party may assign this
        Agreement without the prior written consent of the other party. All
        rights and remedies conferred under this Agreement or by any other
        instrument or law shall be cumulative and may be exercised singularly or
        concurrently. Failure by either party to enforce any term hereof shall
        not be deemed a waiver of future enforcement of that or any other term.
        If any provision of this Agreement is declared void or unenforceable by
        any judicial, administrative or arbitration authority, such action will
        not nullify the remaining provision of this Agreement.

15.2.1. Upon a change of Control of Corgenix, where the acquiring party elects
        not to continue with Corgenix responsibilities under this Agreement,
        Corgenix shall make it a condition of the closing of such acquisition a)
        to obtain an agreement from the acquiring party in which that party will
        agree to manufacture the Joint Products for CCC for a minimum of twelve
        (12) months from the date the acquisition closes, b) that all
        manufacturing and related confidential information shall be provided to
        CCC to enable CCC to manufacture the Joint Products themselves, and c)
        that CCC has perpetual rights to the licenses and permits described in
        Article 6.2 with no additional financial obligation to the acquiring
        party.

15.2.2. Upon a change of Control of CCC, Corgenix has the first right of refusal
        to acquire that part of CCC's business covered by this Agreement under
        terms and conditions to be negotiated in good faith by all parties.

15.3.   Governing Law. The validity and interpretation of this Agreement shall
        be governed and construed according to the laws of the State of
        Colorado, U.S.A.

15.4.   Compliance with Laws. Both parties agree to comply at all times with all
        applicable laws.

15.5.   Authority. Each party hereby represents and warrants that it has full
        power and authority to enter into and perform this Agreement, without
        any governmental approvals, and that its entering into and performance
        of this Agreement will not conflict with any other agreement to which it
        is party or by which it is bound.

15.6.   Notices. All notices, payments, demands, requests, instructions or other
        communication required or permitted to be given by any of the provisions
        of this Agreement must be in writing and shall be deemed to have been
        sufficiently given only if (i) delivered by hand against receipt
        therefore, (ii) sent by Federal Express or similar overnight delivery
        service, or (iii) mailed by certified or registered mail, postage
        prepaid, return receipt requested as follows:

      If to Corgenix, to it at:

      12061 Tejon Street
      Westminster CO 80234
      USA
      Attn: President

      If to CCC, to it at:
      210 St. Paul, Suite 200
      Denver, CO 80206
      Attn: President









      IN CONSIDERATION OF the foregoing terms and conditions, CCC and Corgenix
have executed this Agreement on the day and year first written above.

                                 Corgenix, Inc.


                           By  s/ Ann Steinbarger
                           -----------------------------------
                          Its   Vice    President,    Sales   and
                          Marketing



                          Creative Clinical Concepts, Inc.

                          By  s/Gordon Ens
                          -------------------------------------
                          Its President


<PAGE>



                                   APPENDIX A
                           (effective date__________)

                                 Joint Products

--------------------------------------------------------------
Product                 Description   Packaging/Labeling
--------------------------------------------------------------
--------------------------------------------------------------

--------------------------------------------------------------
--------------------------------------------------------------
11-dehydro-Thromboxane  96 well ELISA   -Coated 96 wellmicroplate
 2 Immunoassay                          -Conjugate
                                        -Antibody Solution
                                        -Assay Buffer
                                        -Wash Buffer Concentrate
                                        -Substrate
                                        -Stop Solution
                                        -Urine   Controls, 3 Levels
                                        -CCC logo
                                        -Manufactured by Corgenix



<page>

Exhibit 10.31
                                SUPPLY AGREEMENT


      THIS SUPPLY AGREEMENT, together with exhibits attached hereto (the
"Agreement"), effective as of September 12, 2003 (the "Effective Date"), is
entered into by and between DIADEXUS, INC., organized under the laws of Delaware
and having its principal place of business at 343 Oyster Point Boulevard, South
San Francisco, California 94080 ("diaDexus"), and CORGENIX INC., organized under
the laws of Delaware and having its principal place of business at 12061 Tejon
Street, Westminster, Colorado 80234 ("Corgenix"). diaDexus and Corgenix may each
be referred to herein individually as a "Party" or, collectively, as "Parties."

                                    RECITALS

      WHEREAS, diaDexus has technology and intellectual property related to
certain analyte specific reagents and diagnostic test kits; and

      WHEREAS, Corgenix is engaged in the business of developing, manufacturing
and supporting diagnostic tests and related products; and

      WHEREAS, diaDexus and Corgenix wish to enter into an agreement under which
Corgenix will manufacture and supply diaDexus, or its designees, with certain
microtiter plate ELISA in vitro diagnostic test kits, as set forth in more
detail herein, subject to the terms and conditions set forth herein.

      NOW, THEREFORE, in consideration of the promises and undertakings set
forth herein, the Parties agree as follows:

ARTICLE 1

                                   DEFINITIONS

      Capitalized terms not otherwise defined herein will have the meaning set
forth below:

1.1 "Affiliates" means, with respect to either Party, any person or entity
controlling, controlled by, or under common control with such Party. For the
purposes of this Section 1.1 only, "control" means (a) the possession, directly
or indirectly, of the power to direct the management or policies of a Person,
whether through the ownership of voting securities, by contract or otherwise, or
(b) the ownership, directly or indirectly, of at least fifty percent (50%) (or,
if less, the maximum ownership interest permitted by law) of the voting
securities or other ownership interest of a Person; provided that, if local law
requires a minimum percentage of local ownership in excess of fifty percent
(50%), then control will be established by direct or indirect beneficial
ownership of one hundred percent (100%) of the maximum ownership percentage that
may, under such local law, be owned by foreign interests.

1.2 "Authorized Representative" shall have the meaning set forth in Directive
98/79/EC.

1.3 "CE Marking" means the certification and marking required by the European
Commission for marketing and sales of in vitro diagnostic medical devices in the
European Union, as set forth in Directive 98/79/EC and any and all other
applicable laws or regulations.

1.4 "Certificate of Nonconformance" means a certificate of analysis signed and
dated by a diaDexus employee qualified and duly authorized to certify that the
results of assays conducted on an indicated shipment of Products hereunder do
not conform to the Specifications therefor and indicating the reason(s) for
non-conformance. The Certificate of Nonconformance shall include without
limitation a description of the pertinent assay(s) conducted, the date on which
it was (they were) conducted, and the results of the assay(s).

1.5 "Confidential Information" means any proprietary information, technical
data, trade secrets or know-how, including, but not limited to, research,
product plans, products, services, customers, customer lists, markets, software,
developments, inventions, processes, formulas, technology, designs, drawings,
engineering, hardware configuration information, marketing, finances or other
business information disclosed by the disclosing party directly or indirectly in
writing, orally, or by drawings.

1.6 "Control" means, with respect to any information or an intellectual property
right, possession of the ability, whether arising by ownership or license, to
grant a license or sublicense as provided for herein under such information or
right without violating the terms of any written agreement with any Third Party.

1.7 "Corgenix Technology" means the Corgenix Patent Rights and Corgenix
Know-How, as defined below:

(a) "Corgenix Patent Rights" means any and all Patent Rights covering the
Corgenix Know-How.

(b) "Corgenix Know-How" means the information, data, skills, processes, methods,
know-how, trade secrets and experience, including, without limitation, formulas
and specifications, whether patentable or not, that are Controlled by Corgenix
at anytime during the Term and used in the manufacture of Products under this
Agreement.

1.8 "Critical Components" means those certain materials specified in Exhibit D
attached hereto.

1.9 "diaDexus Technology" means the diaDexus Patent Rights and diaDexus
Know-How, as defined below:

(a) "diaDexus Patent Rights" means any and all Patent Rights covering the
diaDexus Know-How.

(b) "diaDexus Know-How" means the information, data, skills, processes, methods,
know-how, trade secrets and experience, including, without limitation, formulas
and specifications, whether patentable or not, that are Controlled by diaDexus
at anytime during the Term and that are necessary for Corgenix in order to use
the Critical Components solely in the manufacture of Products under this
Agreement.

1.10 "Directive 98/79/EC" means Directive 98/79/EC of the European Parliament
and of the Council of 27 October 1998 on in vitro medical devices, as set forth
in the Official Journal of the European Communities, L 331, July 12, 1998.

1.11 "FDA" means the United States Food and Drug Administration and any
successor agency thereto.

1.12 "Inventory Release Order" shall have the meaning assigned to it in Section
2.6(d).

1.13  "Lot" means a particular manufacturing run of Products.

1.14 "Patent Right" means: (i) all issued and existing patents, including any
extensions, supplemental protection certificates, registrations, confirmations,
reissues, reexaminations or renewals thereof; and (ii) all pending applications,
including any provisional applications, converted provisional applications,
continuing prosecution applications and continuation, divisional, or
continuation-in-part applications thereof, for any of the foregoing.

1.15 "Pilot Lot" shall have the meaning assigned to it in Section 3.2(a).

1.16 "Products" shall mean the items set forth on Exhibit A, as may be amended
from time to time in writing by the Parties.

1.17 "Purchase Order" shall have the meaning assigned to it in Section 2.6(b).

1.18 "Specification" means the written specifications for the Products to be
manufactured and supplied under this Agreement, as set forth in Exhibit B as of
the Effective Date, as such specifications are modified solely by mutual written
agreement of the Parties in accordance with this Agreement.

1.19 "Term" shall have the meaning set forth in Section 8.1.

1.20 "Third Party" means any person or entity other than Corgenix, diaDexus, or
Affiliates of either.

1.21 "Transfer Price" shall mean with respect to each Product, the price set
forth in Exhibit C as of the Effective Date, as subsequently modified solely in
accordance with Sections 3.2(c) and 9.4 of this Agreement.



ARTICLE 2

                                     SUPPLY

2.1 Terms and Conditions. All supply of Products by Corgenix to diaDexus or its
designees shall be subject to the terms and conditions of this Agreement. ANY
TERMS OR CONDITIONS OF ANY PURCHASE ORDER OR ACKNOWLEDGMENT GIVEN OR RECEIVED
WHICH ARE ADDITIONAL TO OR INCONSISTENT WITH THIS AGREEMENT SHALL HAVE NO EFFECT
AND SUCH TERMS AND CONDITIONS ARE HEREBY EXCLUDED AND REJECTED.

2.2   Start-Up.

(a) General. In consideration for the payment set forth in Section 3.1(a),
Corgenix shall perform any and all tasks reasonably necessary to prepare for
supplying Products under this Agreement, including, without limitation,
developing manufacturing and quality control documentation, training, travel by
Corgenix personnel to diaDexus necessary for technology transfer, and
development of any and all necessary compliance documentation required by the
FDA and the International Standards Organization ("ISO").

(b) CE-Marking. In consideration for the payment set forth in Section 3.1(b),
Corgenix shall use all commercially reasonable efforts to obtain CE Marking
certification for any and all Products by performing the tasks as set forth in
Exhibit E, which Corgenix shall use all commercially reasonable efforts to
complete as soon as possible after the Effective Date. Corgenix shall have the
right to retain an Authorized Representative to perform any or all of Corgenix'
obligations under this Section 2.2(b); provided, however, that Corgenix shall
notify diaDexus in writing of the identity of such proposed Authorized
Representative before retaining its services, and diaDexus shall have the right,
in its sole good faith discretion, to approve or reject such proposed Authorized
Representative. Corgenix shall require its Authorized Representative to comply
with confidentiality obligations at least as strict as those applicable to
Corgenix under this Agreement. If diaDexus approves the use of Corgenix'
Authorized Representative and also appoints Corgenix as the distributor party
for the Products in Europe, then any and all expenses associated with the
Authorized Representative will be included in the fee paid by diaDexus to
Corgenix pursuant to Section 3.1(b) and diaDexus shall owe no further money to
Corgenix or such Authorized Representative arising from the tasks set forth in
Exhibit E. If diaDexus cannot agree on an Authorized Representative and diaDexus
decides to use a different Authorized Representative for the Products, or if
Corgenix and diaDexus agree to use Corgenix' Authorized Representative but
diaDexus does not appoint Corgenix as the distributor for the Products in
Europe, then the fees for using the Authorized Representative for tasks other
than those set forth in Exhibit E shall be the responsibility of diaDexus and
are not included in the fee paid by diaDexus to Corgenix pursuant to Section
3.1(b); provided, however, that Corgenix shall remain obligated to have the
tasks set forth in Exhibit E performed and completed by its Authorized
Representative.

2.3   Supply of Products.

(a) Supply. Subject to diaDexus' supply of Critical Components pursuant to
Section 2.6(e), Corgenix shall supply Products to diaDexus or its designees as
set forth in this Article 2 and in partial consideration for the payments set
forth in Section 3.2.

(b) Specifications. All Products supplied pursuant to Section 2.3(a) shall
comply with all applicable Specifications. After the Effective Date, if diaDexus
changes in writing the Specifications applicable to the product insert,
labeling, or the addition of other languages thereon, then Corgenix shall
implement such changes; provided, however, that diaDexus shall pay Corgenix its
actual cost to implement such changes, including scrap costs, without any
mark-up or other surcharges, provided, further, that Corgenix shall notify
diaDexus in advance and in writing of such costs and diaDexus' obligation to
reimburse Corgenix for such costs shall be subject to diaDexus' approval, in its
sole discretion, of such costs in writing before Corgenix incurs any such costs.

2.4 Good Manufacturing Practices. Corgenix shall manufacture all Products under
this Agreement in compliance with applicable current Good Manufacturing
Practices and the Quality System Regulation for in vitro diagnostic devices, as
set forth in 21 Code of Federal Regulations Part 820 et seq.; and in compliance
with all applicable requirements of Directive 98/79/EC for obtaining CE Marking
of such Products.

2.5 Forecasts. No later than sixty (60) days after the Effective Date, diaDexus
shall provide Corgenix with a written twelve (12) month rolling forecast
("Forecast") of the quantities of each Product estimated by diaDexus to be
ordered from Corgenix under this Agreement for each calendar month. The Forecast
shall be updated at least every three (3) months until such time that both
Parties agree that updating less frequently is acceptable. The Parties agree
that the Forecast is non-binding and shall be used by Corgenix for its
production planning purposes only.

2.6   Orders.

(a) Purchase Orders. During the Term, diaDexus shall have the right to place a
firm Purchase Order with Corgenix for Products, setting forth the quantity of
kits to be manufactured by Corgenix during a specified period. Corgenix shall
accept any and all such Purchase Orders from diaDexus for each Product;
provided, however, that if the quantity of such Purchase Order exceeds one
hundred fifty percent (150%) of the average quantity forecasted for such
specified period in the two most recent Forecasts pursuant to Section 2.5,
Corgenix shall not be obligated to accept that portion of the Purchase Order
that exceeds such one hundred fifty percent (150%); and, provided further, that
if Corgenix has insufficient Critical Components in inventory pursuant to
Section 2.6 (e) to fulfill such entire Purchase Order, Corgenix shall only be
obligated to fulfill that portion for which it has sufficient Critical
Components. Corgenix shall use its best efforts to fulfill all Purchase Orders
within thirty (30) days after receipt by Corgenix, but in no event later than
forty-five (45) days after such receipt, unless the Purchase Order received from
diaDexus expressly sets forth in writing a later completion date, in which event
Corgenix shall fulfill the Purchase Order on such later date.

(b) Form of Purchase Order. Within thirty (30) days after the Effective Date,
the parties shall mutually approve in writing a standard form of purchase order,
attached hereto as Exhibit F, for use by diaDexus in ordering Products hereunder
(a "Purchase Order"), such approval to not be unreasonably withheld. All of
diaDexus' orders for Product shall be made pursuant to such written Purchase
Order form. Corgenix shall notify diaDexus in writing within seven (7) days from
receipt of a Purchase Order if Corgenix will be unable to fill any amount(s) of
such Purchase Order, provided that such notice will not waive any of the supply
obligations of Corgenix hereunder.

(c) Inventory Release Orders. At least one (1) business day before the date
which diaDexus requests kits to be removed from diaDexus inventory at Corgenix
and shipped to a customer, diaDexus shall place a firm Inventory Release Order
with Corgenix for Products, setting forth the customer name, address and related
information, the number of kits and lot of the Products to be shipped, the
method of shipment including shipping account number(s), and the requested date
of shipment.

(d) Form of Inventory Release Order. Within thirty (30) days after the Effective
Date, the Parties shall mutually approve in writing a standard form of inventory
release order, attached hereto as Exhibit G ("Inventory Release Order"), for use
by diaDexus in providing to Corgenix specific shipping instructions for
Products, such approval to not be unreasonably withheld. All of diaDexus'
instructions for Product shall be noted on such written Inventory Release Order
form and shall provide for shipment in compliance with Section 2.9, and will
include information related to Corgenix' handling charges, direct shipping costs
and lot number tracking. Corgenix shall notify diaDexus in writing within
twenty-four (24) hours after receipt of an Inventory Release Order if Corgenix
will be unable to fill any amount(s) and delivery date(s) of such Inventory
Release Order, provided that such notice will not waive, modify or supersede any
of Corgenix's obligations under this Agreement.

(e) Supply of Critical Components. At the time diaDexus wishes Corgenix to begin
production of the Pilot Lots, diaDexus shall supply Corgenix with a quantity of
Critical Components that diaDexus, in its sole good faith estimation, believes
will be sufficient to meet Corgenix' needs for at least the first six (6) months
of manufacture of Products under this Agreement. Corgenix shall request
additional supplies of Critical Components in writing from diaDexus at least two
(2) months before Corgenix reasonably anticipates that it will need such
supplies to fulfill diaDexus' orders for Products. Upon receipt by Corgenix of
Critical Components, Corgenix shall perform sufficient incoming quality control
("iQC") procedures on such Critical Components to evaluate their suitability for
use by Corgenix under this Agreement. The Parties shall work together in good
faith to agree on a protocol for such iQC standard operating procedures within
sixty (60) days after the Effective Date, which procedures shall be set forth
and attached to this Agreement as Exhibit H (the "Critical Components SOP").
Corgenix shall notify diaDexus in writing of any deficiencies or defects in such
Critical Components (the "iQC Notice"), including, without limitation, a
detailed description of such deficiencies or defects and the identity of the
specific critical components with such deficiencies or defects. Corgenix shall,
at diaDexus' request, return such Critical Components to diaDexus at diaDexus'
expense within three (3) days after receiving such request. diaDexus shall have
the right to replace such Critical Components to the extent it agrees that a
deficiency or defect exists. If diaDexus disagrees with Corgenix that such
deficiency or defect exists, the Parties shall cooperate in good faith to
evaluate such Critical Components and agree on whether they are acceptable for
use by Corgenix under this Agreement. If diaDexus fails to receive an iQC Notice
within twenty-one (21) days after Corgenix' receipt of Critical Components, then
such Critical Components shall be conclusively deemed acceptable for use by
Corgenix in the manufacture of Products under this Agreement, and Corgenix shall
have no recourse or other remedy against diaDexus arising from any failure,
deficiency or defect, of whatsoever kind or nature, relating to such Critical
Components; provided, however, that Corgenix shall use its best efforts to
provide diaDexus an iQC Notice within ten (10) days after Corgenix' receipt of
Critical Components. Corgenix shall use any and all such Critical Components
solely in the manufacture by Corgenix of Products under this Agreement, and
shall keep written records of the amounts used for each Lot. The Critical
Components supplied by diaDexus shall be free of charge to Corgenix; provided,
however, that diaDexus shall retain sole ownership of the Critical Components at
all times; and, provided further, that Corgenix shall use all commercially
reasonable efforts to use one hundred percent (100%) of such Critical Components
in Products supplied to diaDexus or its designees, and not to waste, discard,
damage or destroy any such Critical Components other than wastage associated
with normal manufacturing processes used by Corgenix under this Agreement,
including, but not limited to, void volume losses. diaDexus shall have the right
to audit Corgenix' use of Critical Components supplied under this Agreement.

(f) Minimum Quantities. During each year commencing with the Effective Date, and
each anniversary thereof during the Term, diaDexus shall purchase minimum
quantities of Products from Corgenix under this Agreement, as follows:

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

           Year                    Minimum Quantity
           -------------------------------------------
           -------------------------------------------

           First Year              ***
           -------------------------------------------
           -------------------------------------------

           Second Year             ***
           -------------------------------------------
           -------------------------------------------

           Third Year              ***
           -------------------------------------------
           -------------------------------------------

           Fourth Year             ***
           -------------------------------------------
           -------------------------------------------

           Fifth Year              ***
           -------------------------------------------


           (g) Minimum Lot Sizes. There will be no minimum lot sizes for the
Pilot Lots and the first Lot which Corgenix shall produce for diaDexus under
this Agreement. All lots after the Pilot Lots and such first Lot shall be a
minimum of *** kits, unless agreed to by both Parties.

2.7   Product Inspection.

(a) Product Release Criteria. Corgenix shall provide to diaDexus kits from each
Pilot Lot in a quantity sufficient, in diaDexus' sole good faith discretion, for
diaDexus to validate the Products. Corgenix shall not provide Products made from
the Pilot Lots to any Third Party, unless and until diaDexus has determined, in
its sole discretion, that such Products comply with any and all applicable
Specifications. For each Lot after the Pilot Lots, Corgenix shall use its best
efforts to, within ten (10) days after such Lot is ready for testing, test each
such Lot for compliance with any and all applicable Specifications. The cost of
the kits used by Corgenix for its testing shall be borne by Corgenix. Corgenix
shall promptly provide diaDexus in writing with any and all such test results
and data (the "Test Results") and, at diaDexus' request, kits from such Lot
shall be provided to diaDexus for the purpose of verifying such Test Results.
The cost of the kits supplied to diaDexus for such verification shall be borne
by diaDexus. Notwithstanding anything in this Agreement to the contrary,
Corgenix shall not provide any Product from any Lot to any Third Party unless
and until Corgenix: (i) has supplied any and all Test Results for such Lot to
diaDexus; and (ii) has received from diaDexus written authorization to supply
Products to Third Parties from such Lot (the "Release Criteria").

(b) Storage. Corgenix shall perform real-time stability tests on the Products to
determine an appropriate shelf life. If any Products fail before such shelf life
expires, then Corgenix shall, at its sole cost and expense, replace such
Products; provided, however, that if such failure occurs before the expiration
of a shelf life established by diaDexus that is not based on such real-time
stability tests, and if Corgenix has stored such Products properly under this
Section 2.7(b), then diaDexus shall bear the cost of replacing such Products if
it desires such replacement. Corgenix shall store all Lots and Products under
proper conditions at its facilities to maximize their life span and prevent
failure, including, without limitation, any storage criteria set forth in the
Specifications, and shall insure such Lots and Products against accidental loss
under a policy on which diaDexus is an additional insured, until such time as
such Lots or Products expire or are shipped in accordance with an Inventory
Release Order from diaDexus, whichever occurs earlier. If any Lots or Products
expire while in storage at Corgenix, Corgenix shall promptly notify diaDexus in
writing of the Lot or Product that expired and the date on which such expiration
occurred, requesting instructions from diaDexus regarding the disposition of the
expired lots. Corgenix shall dispose of such Lots or Products as directed by
diaDexus.

(c) Replacement Product. If either Corgenix or diaDexus determine, pursuant to
Section 2.7(a), that a Lot or Product does not comply with all of the applicable
Specifications, then Corgenix shall replace such Lot or Product at no cost or
expense to diaDexus; provided, however, that if a Product that has been properly
stored by Corgenix expires before shipment, diaDexus shall pay the cost of
replacing it if diaDexus informs Corgenix in writing that diaDexus desires to
replace such Lot or Product.

(d) Labeling. Corgenix shall clearly label, in accordance with the
Specifications, each Product for supply hereunder with a unique Lot number, part
number, description of contents and other identifying information, as
applicable.

(e) Inspection of Corgenix Facilities. diaDexus shall have the right, at
reasonable times during normal business hours and upon request made upon
reasonable prior notice to Corgenix, to inspect Corgenix's facilities used for
manufacturing the Products for diaDexus, and Corgenix's batch records,
work-in-progress, raw materials, and production records for the Products
supplied to diaDexus under this Agreement. Corgenix shall cooperate in good
faith with all requests for inspection or information from the FDA.

(f) Technical Contacts. Within thirty (30) days of the Effective Date, each
Party shall notify the other Party in writing of the names, telephone number,
fax numbers, and e-mail addresses of at least one person to serve as the Party's
technical contact under this Agreement and at least one person to serve as the
Party's business contact under this Agreement. A Party may change its business
or technical contacts at any time with written notice to the other Party.

2.8 Product Warranties. Corgenix warrants that the Products supplied by Corgenix
hereunder will: (i) conform to the applicable Specifications at the time of
shipment of the Products by Corgenix; and (ii) be free of any manufacturing
defects. Corgenix further represents and warrants that title to all Product
supplied by Corgenix hereunder shall pass to diaDexus or its designee free and
clear of all security interests, liens and other encumbrances.

2.9 Shipment; Handling Fees. All Product delivered pursuant to the terms of this
Agreement shall be suitably packed for shipment by Corgenix in accordance with
the applicable Specifications, marked for shipment to the destination point
indicated in the Inventory Release Order for such Product, and shipped FCA
Corgenix' manufacturing facility (INCOTERMS 2000). Such packing, and the manner
of shipment, shall be sufficient to prevent damage, contamination, or
degradation during shipment and during unpacking at the destination. diaDexus
shall pay Corgenix a handling fee for each drop shipment to a diaDexus customer,
provided that such fee shall be the actual costs Corgenix incurs for freight and
packing materials, including, without limitation, outer shipping boxes,
cool-packs, filling materials and direct labor. All freight, insurance and other
shipping expenses from the point of shipment shall be borne by diaDexus or its
designee. The carrier shall be selected by diaDexus or its designee. Corgenix
shall use all reasonable commercial efforts to ship quantities of Product for
delivery on the dates specified in the applicable Inventory Release Order.

2.10  Inspection and Rejection.

(a) Non-Conforming Shipments. If within thirty (30) days from receipt of a
shipment of Product, diaDexus or its customer finds that the Product does not
comply with the applicable Specifications in effect at the time of Shipment,
diaDexus or its customer shall provide Corgenix with a Certificate of
Nonconformance for said shipment, such Certificate of Nonconformance to include
a written statement specifying the nature and basis for the claim and a
Statement of Non-Compliance for the shipment. diaDexus or its customer shall
also return such non-conforming Product in accordance with Corgenix's reasonable
instructions, at Corgenix's expense (except as otherwise expressly set forth
under Section 2.7(b)); provided that diaDexus or its customer may retain a
reasonable sample thereof solely for further testing, including for example,
testing pursuant to Section 2.10(c). Corgenix shall cooperate to solve such a
claim in good faith as quickly as possible.

(b) Third Party Verification. If, within a period of thirty (30) days after
Corgenix's receipt of a Statement of Non-Compliance, Corgenix is unable to
verify that the applicable Product failed to conform to the Specifications at
the time of original delivery by Corgenix to the carrier, then the matter shall
be submitted to and be finally decided by a nationally recognized independent
testing laboratory if requested by either Party; provided, however, that if
Corgenix has, at its sole cost and expense, replaced such Product with Product
acceptable to diaDexus and its customer, then no such independent laboratory
testing under this Section 2.10(b) and 2.10(c) shall be required unless diaDexus
determines, it its sole good faith discretion, that there is a trend of Products
that fail or do not comply with the applicable Specifications. This laboratory
shall be selected by Corgenix and approved in writing by diaDexus, such approval
not to be unreasonably withheld and not to be delayed more than ten (10) days,
if not otherwise agreed in writing by both parties within five (5) days of
either Party's request.

(c) Third Party Testing. diaDexus or its designee shall send a sample of the
non-conforming shipment and a copy of the Certificate of Nonconformance to said
testing laboratory within ten (10) days of either Party's written request. Said
testing laboratory shall be requested by the Parties to complete its testing and
to render its written decision, supported by its description of procedures and
basis for its findings within thirty (30) days after being engaged to perform
said testing. Each Party, at its own expense, shall reasonably assist and
cooperate with such laboratory in performing such testing by making available
such documentation, facilities, reagents and other materials as the laboratory
may request of the Party. The Parties agree that the written decision of said
testing laboratory shall be accepted as final and binding. In case the
laboratory test proves that the relevant Product did not comply with the
Specifications at the time of delivery by Corgenix to the carrier, then all cost
and expense of transportation, shipping, insurance, and the like related to the
testing shall be paid by Corgenix.

(d) Credit or Refund. In the event that Products supplied by Corgenix under the
terms of this Agreement is determined to be non-conforming Product, Corgenix
shall reimburse diaDexus for the full purchase paid to Corgenix, if any, for
such non-conforming Product.

2.11  Product Support.

(a) Support. Corgenix shall provide first-call direct customer support and
product complaint handling for all Products under this Agreement, as set forth
in this Section 2.11. Corgenix shall provide a dedicated telephone number for
such calls concerning the Products that is toll-free for callers in the United
States, and a voice mail system to record messages received during times when
Corgenix is not obligated, as set forth in Section 2.11(b), to staff such
telephone line. diaDexus shall pay only the initial one-time set-up charges for
such telephone line and Corgenix shall pay all other charges. diaDexus shall
designate the name of such telephone line and the words that Corgenix personnel
shall use when receiving customer calls. If any such calls contain information
or questions outside Corgenix' expertise, Corgenix shall promptly transfer such
calls to diaDexus. Corgenix shall provide support for each customer complaint
until Corgenix closes out each such complaint or, if such complaint is outside
Corgenix' expertise, until Corgenix transfers such complaint in writing to
diaDexus

(b) Schedule. Corgenix shall dedicate sufficient personnel to provide the
support set forth in Section 2.11(a) and to answer customer calls from 7:30 am
MST to 4:30 pm MST, Monday through Friday, excluding federal holidays and
excluding up to ten (10) additional days each year. Corgenix shall notify
diaDexus in writing a minimum of ninety (90) days in advance of each of such ten
(10) additional days which Corgenix expects to be unable to provide real-time
direct customer support to diaDexus customers. For messages received during
weekends, federal holidays and such ten (10) additional days, Corgenix shall
contact each such customer as soon as possible on the next day that Corgenix
provides real-time support, but in no event more than two (2) business days
after Corgenix resumes such real-time support.

(c) Reports. Corgenix shall track each call it receives from any and all
customers of Products and shall keep written records of such calls, which shall
include, without limitation, the identity, location and contact information of
the customer, the identity of the Product at issue, the date and time of the
call, a detailed description of any and all questions, comments or information
provided to Corgenix by such customer, any and all information or responses
provided by Corgenix to such customer, and whether or not Corgenix has
closed-out such complaint (the "Call Tracking Report"). The Parties shall work
together in good faith to agree on a protocol for such Call Tracking Report
within sixty (60) days after the Effective Date. Corgenix shall provide diaDexus
a copy of the Call Tracking Report at least once each week for the first three
(3) months after the Effective Date, and on the first business day of every
month thereafter, or more frequently upon diaDexus' reasonable request.
Notwithstanding the foregoing, for any and all calls from any Third Party that
reports a complaint about any Product, Corgenix shall, within twenty-four (24)
hours of receiving such call, notify diaDexus in writing of such complaint,
which notice shall include, without limitation, the identity of the customer and
Product, the nature of the complaint, and a description of any and all
corrective actions that Corgenix has taken or intends to take (each, a
"Complaint Report"). Corgenix shall provide diaDexus a summary written report
every three (3) months of all such Complaint Reports issued during the previous
three (3) month period.

2.12 Invoicing. Corgenix shall submit invoices for Products to diaDexus as
follows: (i) for Products manufactured from the Pilot Lots, no earlier than the
date that Corgenix completes such Products and diaDexus receives from Corgenix
kits from such Pilot Lots for validation pursuant to Section 2.7(a); (ii) for
Products after the Pilot Lots, no earlier than the date that diaDexus provides
Corgenix with written authorization under Section 2.7(a) that such Products may
be provided to Third Parties; and (iii) for shipping and handling charges
pursuant to Section 2.9, no earlier than the first day of the month following
the month in which the shipping and handling charges were incurred. Corgenix
shall send all invoices to diaDexus's address for notices hereunder or such
other address as designated by diaDexus in writing, and each such invoice shall
state the aggregate and applicable unit Transfer Prices, pursuant to Section
3.2, for the Products invoiced. The invoice for (iii) above shall be submitted
as a single invoice for all shipments which occurred the prior month, and shall
separately itemize any insurance, taxes, handling fees or other costs incident
to the transfer(s) or shipment(s) initially paid by Corgenix but to be borne by
diaDexus pursuant to this Agreement.

ARTICLE 3

                                    PAYMENTS

3.1 Start-Up Payments. Within thirty (30) days after the Effective Date except
for Section 3.1 (c) below, diaDexus shall pay Corgenix the following amounts, as
set forth in this Article 3:

(a) ***, in consideration for Corgenix' obligations under Section 2.2(a); and

(b) ***, in consideration for Corgenix' obligations under Section 2.2(b).

(c) An additional fee not to exceed *** for completing the risk analysis
documentation for CE Marking of the Product, including, without limitation, the
technology file, a written risk analysis, and a completed declaration of
conformity. The amount of this additional fee will be determined following
Corgenix assessment of the work required to complete the risk analysis, and will
be paid by diaDexus within thirty (30) days following completion of the risk
analysis pursuant to Section 3.3.

3.2   Transfer Prices.

(a) Pilot Lots. For Products manufactured from the first three (3) Lots produced
by Corgenix for diaDexus' validation purposes (the "Pilot Lots"), diaDexus shall
pay Corgenix ***, but in no case to exceed *** per Product kit, as set forth in
this Article 3 for all of the kits in the Pilot Lots including kits provided to
diaDexus for diaDexus' validation pursuant to Section 2.7 (a). diaDexus shall
have the right to use such Products manufactured from the Pilot Lots for any
purpose permitted by law and governmental regulation.

(b) During the Initial Period. Subject to Section 3.2(a), for all Products
ordered by Purchase Orders that are received by Corgenix during the period
commencing on the Effective Date until three (3) years after the Effective Date
(the "Initial Period"), diaDexus shall pay to Corgenix the Transfer Price for
each such Product supplied by Corgenix under this Agreement, as set forth in
this Article 3.

(c) After the Initial Period. For all Products for which Purchase Orders are
received by Corgenix after the Initial Period, the Parties shall, before the end
of the Initial Period, negotiate in good faith and agree in writing on the
Transfer Price that shall apply to such Products; provided, however, that such
amended Transfer Price shall be no less than ***, and, further, shall be based
on Corgenix' actual costs, market conditions, volume of Products manufactured
for diaDexus during the Initial Term, and other factors mutually agreed by the
Parties to be appropriate for consideration.

3.3 Payments for Products. diaDexus shall make full payment to Corgenix for all
Products, including Transfer Prices under Section 3.2 and handling fees or other
costs to be paid by diaDexus under Section 2.9, within thirty (30) days after
diaDexus receives an undisputed invoice from Corgenix pursuant to Section 2.12.

3.4 Mode of Payment. All payments shall be made by check or direct wire transfer
of United States Dollars in immediately available funds in the requisite amount
to such bank account as Corgenix may from time to time designate by written
notice to diaDexus.

3.5 Late Payment. Any payments or portions thereof due hereunder which are not
paid when due shall bear interest equal to the lesser of the prime rate as
reported by the Chase Manhattan Bank, New York, New York, on the date such
payment is due, plus an additional two percent (2%), or the maximum rate
permitted by law, calculated on the number of days after Corgenix provides
diaDexus with written notice that the payment is past due. This Section 3.5
shall in no way limit any other remedies available to either Party.

ARTICLE 4

                                    LICENSES

4.1 Grant to Corgenix. diaDexus hereby grants Corgenix a non-exclusive worldwide
license, without the right to sublicense, under the diaDexus Technology, to use
the Critical Components solely in the manufacture of Products under this
Agreement during the Term.

4.2 Grant to diaDexus. Corgenix hereby grants diaDexus a non-exclusive,
worldwide, perpetual license, without the right to sublicense, under the
Corgenix Technology, to make, have made, use, sell and offer for sale Products
and any and all improved or modified versions of such Products. For any and all
proposed agreements between diaDexus and a Third Party whereby such Third Party
shall have access to Corgenix Technology, diaDexus shall notify Corgenix of
diaDexus' intent to negotiate such proposed agreement(s) in sufficient time to
discuss any concerns that Corgenix may have, but in no event later than ten (10)
days after the signing of, or verbal agreement to, a non-binding term sheet with
such Third Party. If Corgenix expresses to diaDexus in a timely manner Corgenix'
concerns about such proposed agreement(s), then diaDexus shall, in good faith,
consider such concerns in its further negotiations with such Third Party.

4.3 Technology Transfer. Each Party shall, in good faith, promptly and
completely transfer the Corgenix Know-How or diaDexus Know-How, as applicable,
to the other Party to enable such other Party to exercise its rights and fulfill
its obligations under this Agreement.

4.4 No Other Rights. Except for the rights expressly granted under this
Agreement, no right, title or interest of any nature whatsoever is granted by
either Party to the other Party.

ARTICLE 5

                                 CONFIDENTIALITY

5.1 Confidentiality Obligations. Each Party agrees that, for the term of this
Agreement and for five (5) years thereafter, such Party will keep, and will
ensure that its officers, directors, employees and agents keep, strictly
confidential and will not publish or otherwise disclose and will not use for any
purpose except as permitted hereunder any Confidential Information furnished to
it by the other Party pursuant to this Agreement (including, without limitation,
know-how of the disclosing Party); provided that, if any such Confidential
Information is disclosed orally, the disclosing Party shall provide the
receiving Party a written summary of such Confidential Information within thirty
(30) days after such initial oral disclosure. The foregoing confidentiality
obligations will not apply to any information to the extent that it can be
established by such receiving Party that such information:

(a) was already known to the receiving Party as evidenced by its written
records, other than under an obligation of confidentiality, at the time of
disclosure;

(b) was generally available to the public or was otherwise part of the public
domain at the time of its disclosure to the receiving Party;

(c) became generally available to the public or otherwise becomes part of the
public domain after its disclosure and other than through any act or omission of
the receiving Party in breach of this Agreement;

(d) was subsequently lawfully disclosed to the receiving Party by a Third Party
other than in contravention of a confidentiality obligation of such Third Party
to the disclosing Party; or

(e) was developed or discovered by employees of the receiving Party or its
affiliates who had no access to the Confidential Information of the disclosing
Party, all as evidenced by the receiving Party's written records.

5.2 Permitted Disclosures. Each Party may disclose the other's Confidential
Information to the extent such disclosure is reasonably necessary in filing or
prosecuting patent applications, prosecuting or defending litigation, advising
investors and the investment community of the results of the activities
hereunder (subject to the prior written consent of the other Party, which
consent will not be unreasonably withheld or delayed), complying with applicable
governmental regulations, or otherwise in performing its obligations or
exercising its rights hereunder. If a Party is required to make any such
disclosure of the other Party's Confidential Information, it will give
reasonable advance notice to that other Party of such disclosure requirement,
will cooperate with the other Party in its efforts to secure confidential
treatment of such Confidential Information prior to its disclosure, and, save to
the extent inappropriate in the case of patent applications, will use all
reasonable efforts to secure confidential treatment of such information prior to
its disclosure (whether through protective orders or confidentiality agreements
or otherwise.

5.3 Disclosure of Agreement Terms. Except to the extent required by law or as
otherwise permitted in accordance with this Section 5.3, neither Party shall
make any public announcements concerning this Agreement or publish the terms
hereof without the prior written consent of the other Party. Notwithstanding the
foregoing, either Party shall have the right to disclose this Agreement or the
terms hereof to the extent disclosure is required under applicable law,
regulation or valid order of a court or other governmental body to which such
Party is subject, provided that such Party shall in good faith seek to minimize
the extent of such disclosure through a protective order or confidential
treatment order and, provided further, that such Party shall, as soon as
practicable after becoming aware of the need for such disclosure, give written
notice to the other Party of the need for such disclosure so that such other
Party may (if it elects and at its own cost) also seek a protective order or
other confidential treatment.

ARTICLE 6

                         REPRESENTATIONS AND WARRANTIES

6.1 Representations by Corgenix. Corgenix represents and warrants that as of the
Effective Date: (i) it is duly organized and validly existing under the laws of
the jurisdiction of its incorporation and has full corporate power and authority
to enter into this Agreement; (ii) it has taken all corporate actions necessary
to authorize the execution and delivery of this Agreement and the performance of
its obligations under this Agreement; and (iii) the performance of its
obligations under this Agreement do not conflict with, or constitute a default
under its charter documents, any contractual obligation of Corgenix or any court
or administrative order.

6.2 Representations by diaDexus. diaDexus represents and warrants that, as of
the Effective Date: (i) it is duly organized and validly existing under the laws
of the jurisdiction of its incorporation and has full corporate power and
authority to enter into this Agreement; (ii) it has taken all corporate actions
necessary to authorize the execution and delivery of this Agreement and the
performance of its obligations under this Agreement; and (iii) the performance
of its obligations under this Agreement do not conflict with, or constitute a
default under its charter documents, any contractual obligation of diaDexus or
any court order.

6.3 Disclaimer of Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 6
OR SECTION 2.8, NO PARTY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT, AND ANY OTHER STATUTORY WARRANTY.

ARTICLE 7

                                    INDEMNITY

7.1 Indemnity by diaDexus. diaDexus hereby agrees to defend, indemnify and hold
Corgenix, its employees, agents and Affiliates harmless against any and all
Third Party claims, liabilities, losses, damages or expenses, (including,
without limitation, attorneys fees), to the extent resulting from, arising out
of, or connected with any inaccuracy, breach of, or nonfulfillment of any
covenant, representation, warranty or agreement made by or any other obligation
of diaDexus contained in this Agreement. Notwithstanding the foregoing,
Corgenix, its employees, agents and Affiliates shall not be entitled to
indemnification for any claim, liability, loss, cost, damage or expense to the
extent caused by its or their own fraud, misrepresentation, negligence or
malfeasance.

7.2 Indemnity by Corgenix. Corgenix hereby agrees to defend, indemnify and hold
diaDexus, its employees, agents and Affiliates harmless against any and all
Third Party claims, liabilities, losses, damages or expenses, (including,
without limitation, attorneys fees), to the extent resulting from, arising out
of, or connected with: (i) any inaccuracy, breach of, or nonfulfillment of any
covenant, representation, warranty or agreement made by or other obligation of
Corgenix contained in this Agreement, or (ii) any products liability or
negligence claim arising from the Products produced under this Agreement.
diaDexus, its employees, agents and Affiliates shall not be entitled to
indemnification for any claim, liability, loss, cost, damage or expense to the
extent caused by its or their own fraud, misrepresentation, negligence or
malfeasance.

7.3 Defense; Settlement. The indemnified party shall give the indemnifying party
reasonably prompt notice of any claims of Third Parties as to which it proposes
to demand indemnification hereunder. The indemnifying party shall have the right
to assume the good faith defense, compromise or settlement of any such claim
(without prejudice to the right of the indemnified party to participate in such
defense) at its own expense through attorneys reasonably acceptable to the
indemnified party, but may not, without the prior written consent of the
indemnified party agree to (i) any injunctive relief or restrictions affecting
the indemnified party, or (ii) any settlement which would adversely affect the
business or operations of the indemnified party, including, without limitation,
any admission of wrongdoing or fault by the indemnified party. If the
indemnifying party does not elect to defend such claim or suit within ten (10)
days after having received written notice thereof or fails to prosecute its
defense diligently, the indemnified party may at its sole discretion defend
against such claim or suit at the indemnifying party's expense. The indemnified
party may thereafter elect to settle such claim or suit or otherwise enter into
a compromise with the claimant

7.4 Damages; Costs. If damages and/or costs are awarded against the indemnified
party in any such claim or suit, whether or not Corgenix and/or diaDexus conduct
the defense of such claim or suit, the indemnifying party shall indemnify and
hold harmless the indemnified party for all such damages and/or costs. All other
costs and/or fees which result from the assertion of any such claim or suit,
including but not limited to attorneys fees, incurred by the indemnified party
in defense of any such claim or suit shall be reimbursed to the indemnified
party by the indemnifying party .

ARTICLE 8

                              TERM AND TERMINATION

8.1 Term. This Agreement will commence upon the Effective Date and, unless
earlier terminated, shall continue in effect until five (5) years after the
Effective Date (the "Term").

8.2 Termination for Convenience. diaDexus shall have the right, commencing one
(1) year after the Effective Date, to terminate this Agreement for any reason or
no reason; provided that: (i) such termination shall be effective upon a minimum
of six (6) months prior written notice to Corgenix of diaDexus' intent to
terminate; (ii) both Parties shall perform their obligations under this
Agreement in good faith during such notice period; (iii) Corgenix shall offer to
sell to diaDexus, at commercially reasonable prices, the Product-specific
components it has in inventory at the time such termination is effective; and
(iv) diaDexus shall, at its option, either purchase such inventory or reimburse
Corgenix for commercially reasonable scrap costs directly related to such
Product-specific component inventory.

8.3 Termination for Cause. Either party shall have the right to terminate this
Agreement if the other party has materially breached the Agreement; provided,
however, that such terminating party shall notify the breaching party in writing
of such breach and, if such breach remains uncured thirty (30) days after the
date such notice was sent, the breaching party shall have a right to terminate
the Agreement immediately by sending a written termination notice to the
breaching party.

8.4   Consequences of Termination or Expiration.

(a) Return of Materials. Upon termination or expiration of this Agreement each
Party will promptly return all records and materials in its possession or
control containing or comprising the other Party's know-how or other
Confidential Information to which the former Party does not expressly retain
rights hereunder or under the License Agreement.

(b) Accrued Liability. Termination or expiration of this Agreement for any
reason shall not release either Party hereto from any liability which at the
time of such termination or expiration has already accrued to the other Party
prior to such time. Such termination or expiration will not relieve a Party from
accrued payment obligations or from obligations which are expressly indicated in
this Agreement to survive termination or expiration of this Agreement.

(c) Survival. The following Articles and Sections of this Agreement shall
survive its termination or expiration: Articles 1, 5 (as set forth therein), 6,
7 and 9 and Sections 4.2 and 8.3.

ARTICLE 9

                               GENERAL PROVISIONS

9.1 Relationship of the Parties. The Parties are independent contractors.
Nothing in this Agreement is intended or will be deemed to constitute a
partnership, agency or employer-employee relationship between the Parties.
Neither Party will incur any debts or make any commitments for the other Party.

9.2 Assignments. Except as expressly provided herein, neither this Agreement nor
any interest hereunder will be assignable, nor any other obligation delegable,
by a Party without the prior written consent of the other Party; provided,
however, that a Party shall have the right to assign and otherwise transfer this
Agreement as a whole without consent to any successor that acquires all or
substantially all of the business or assets of such Party by way of merger,
consolidation, other business reorganization, or the sale of stock or assets,
provided that the assigning Party notifies the other Party in writing of such
assignment, and such successor agrees in writing to be bound by the terms and
conditions of this Agreement. This Agreement shall be binding upon successors
and permitted assigns of the Parties. Any assignment not in accordance with this
Section 9.2 will be null and void.

9.3 Force Majeure. Except with respect to payment of money, no Party shall be
liable to the other for failure or delay in the performance of any of its
obligations under this Agreement for the time and to the extent such failure or
delay is caused by earthquake, riot, civil commotion, war, terrorist acts,
strike, flood, or governmental acts or restriction, or other cause that is
beyond the reasonable control of the respective Party. The excused Party shall
be excused for a time period reasonably sufficient to remedy the effects of such
an event. The Party affected by such force majeure will provide the other Party
with full particulars thereof as soon as it becomes aware of the same (including
its best estimate of the likely extent and duration of the interference with its
activities), and will use commercially reasonable efforts to overcome the
difficulties created thereby and to resume performance of its obligations as
soon as practicable. If the performance of any such obligation under this
Agreement is delayed owing to such a force majeure for any continuous period of
more than one hundred eighty (180) days, the Parties hereto will consult with
respect to an equitable solution, including the possibility of the mutual
termination of this Agreement.

9.4 Entire Agreement of the Parties; Amendments. This Agreement constitutes and
contains the entire understanding and agreement of the Parties respecting the
subject matter hereof and cancels and supersedes any and all prior and
contemporaneous negotiations, correspondence, understandings and agreements
between the Parties, whether oral or written, regarding such subject matter. No
waiver, modification or amendment of any provision of this Agreement will be
valid or effective unless made in writing and signed by the Parties.

9.5 Captions. The captions to this Agreement are for convenience only, and are
to be of no force or effect in construing or interpreting any of the provisions
of this Agreement.

9.6 Governing Law; Dispute Resolution. This Agreement will be governed by and
interpreted in accordance with the laws of the State of California, applicable
to contracts entered into and to be performed wholly within the State of
California, excluding conflict of laws principles. Any and all disputes related
to this Agreement shall be heard in the Superior Court of California, County of
San Mateo, or in the United States District Court for the Northern District of
California.

9.7 Notices and Deliveries. Any notice, request, delivery, approval or consent
required or permitted to be given under this Agreement will be in writing and
will be deemed to have been sufficiently given if delivered in person,
transmitted by telecopier (receipt verified) or by express courier service
(signature required) or five (5) days after it was sent by registered letter,
return receipt requested (or its equivalent), provided that no postal strike or
other disruption is then in effect or comes into effect within two (2) days
after such mailing, to the Party to which it is directed at its address or
facsimile number shown below or such other address or facsimile number as such
Party will have last given by notice to the other Party.

      If to Corgenix, addressed to:

                Corgenix, Inc.
                12061 Tejon Street
                Westminster, Colorado 80234
                Attn.: President
                Fax: (303) 252-9212

      If to diaDexus, addressed to:

                diaDexus, Inc.
                343 Oyster Point Boulevard
                South San Francisco, California 94080
                Attn.: CEO
                Fax: (650) 246-6499

9.8 No Consequential Damages. EXCEPT WITH RESPECT TO UNAUTHORIZED EXPLOITATION
OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, BREACH OF CONFIDENTIALITY OR
THE INDEMNITY OBLIGATIONS UNDER ARTICLE 7, IN NO EVENT WILL ANY PARTY OR ANY OF
ITS RESPECTIVE AFFILIATES BE LIABLE TO THE ANY OTHER PARTY OR ANY OF ITS
AFFILIATES FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR
PUNITIVE DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT
LIABILITY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE
OR CLAIMS OF CUSTOMERS OF ANY OF THEM OR OTHER THIRD PARTIES FOR SUCH DAMAGES.

9.9 Waiver. A waiver by any Party of any of the terms and conditions of this
Agreement in any instance will not be deemed or construed to be a waiver of such
term or condition for the future, or of any subsequent breach hereof. All
rights, remedies, undertakings, obligations and agreements contained in this
Agreement will be cumulative and none of them will be in limitation of any other
remedy, right, undertaking, obligation or agreement of either Party.

9.10 Severability. When possible, each provision of this Agreement will be
interpreted in such manner as to be effective, valid, and enforceable under
applicable law. The Parties will make a good faith effort to replace the
applicable provision with a valid one, which the Parties agree has effect that
is consistent with the original provision.

9.11 Compliance with Laws. Notwithstanding anything to the contrary contained
herein, all rights and obligations of diaDexus and Corgenix are subject to prior
compliance with, and each Party shall comply with, all United States and foreign
export and import laws, regulations, and orders, and such other United States
and foreign laws, regulations, and orders as may be applicable, including
obtaining all necessary approvals required by the applicable agencies of the
governments of the United States and foreign jurisdictions.

9.12 Counterparts. This Agreement may be executed simultaneously in any number
of counterparts, any one of which need not contain the signature of more than
one Party but all such counterparts taken together will constitute one and the
same agreement.

      IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their respective duly authorized officers as of the Effective Date, each copy
of which will for all purposes be deemed to be an original.


DIADEXUS, INC.                     CORGENIX INC.

By: s/ Mohan Iyer                  By: s/ Douglass T.Simpson
-----------------                  -----------------------

Name:  Mohan Iyer                  Name:  Douglass T. Simpson
       ----------                         -------------------
Title:  Sr. Vice President         Title: President
        Corporate Development

Date:    September 12, 2003        Date:  September 12, 2003




<PAGE>



                       Initials:  diaDexus _____  /  Corgenix _____

                                       E-1
 SV\383635.6
                                    EXHIBIT A

                                    PRODUCTS



1.    Analyte Specific Reagents

Lp-PLA2


Companion Reagents




2.    Kits






<PAGE>


                                    EXHIBIT B

                                 SPECIFICATIONS

Lp-PLA2 Enzyme Immunoassay





<PAGE>


                                    EXHIBIT C

                                 TRANSFER PRICES


1. per Product kit or kit-equivalent quantity of ASRs.








<PAGE>


                                    EXHIBIT D

                               CRITICAL COMPONENTS













<PAGE>


                                    EXHIBIT E

                           CE-MARKING COMPLIANCE TASKS





Products will be CE Marked according to Corgenix Standard Operating Procedure
"CE Marking Procedure" SOP1026, with modifications to reflect that diaDexus is
responsible for: 1. Assisting Corgenix in preparation of the Summary and Detail
   Technical Files.
2. Design Control and for providing Design Control SOPs and documentation.
3. Post-market Surveillance.
4. Assisting Corgenix with annual technical file review. 5. Appointing an, or
   approving a Corgenix recommended,
   Authorized Representative.
6. Notifying Corgenix of any complaints that suggest that the product may have
   caused or contributed to a death or serious injury, or any malfunctions that
   would be likely to cause or contribute to a death or serious injury, and
   assisting Corgenix in reporting the adverse event.
The Corgenix SOP describes the process for creating and maintaining technical
documentation to be in compliance with the European Union In Vitro Diagnostic
Directive (IVDD), which controls CE Marking of medical devices.

Summary Technical File
diaDexus and Corgenix will create the Summary Technical File. Copies will be
located at Corgenix and diaDexus, as well as with any OEM partners and the
European Authorized Representative. The Summary Technical File must be made
available to a requesting European Competent Authority within two (2) business
days.

The Summary Technical File will contain the following sections:
1.    Product Description
2.    Description of Manufacturing Process
3.    Description of IVDD Classification with Justification
4.    Company Overview
5.    Quality Systems Certification
6.    Authorized Representative Information
7.    Detail Technical File - Essential Requirements Dossier
8.    Product Specific Risk Analysis
9.    Package Insert
10.   Kit Box Label
11.   Label Set
12.   Product Specification
13.   FDA Clearance Letters (s)
14.   Performance Characteristics/Validation
15.   CE
Declaration of Conformity


Detail Technical File
If required to be furnished to a requesting European Competent Authority, the
Detail Technical File will be compiled by diaDexus and Corgenix and submitted
within five (5) business days. diaDexus and Corgenix responsibilities are
detailed in the table below:







<PAGE>


                                    EXHIBIT F

                                 PURCHASE ORDER



<PAGE>


                                    EXHIBIT G

                             INVENTORY RELEASE ORDER

    ------------------------------------------------------------
    Ship to:                      Tracking Number:
    ------------------------------------------------------------
    ------------------------------------------------------------
    Recipient Name


    ------------------------------------------------------------
    ------------------------------------------------------------
    Phone:
    Fax:

    ------------------------------------------------------------
    ------------------------------------------------------------
    Institution/Company:

    ------------------------------------------------------------
    ------------------------------------------------------------
    Address

    ------------------------------------------------------------
    ------------------------------------------------------------
    City
    ------------------------------------------------------------
    ------------------------------------------------------------
    State
    ------------------------------------------------------------
    ------------------------------------------------------------
    Zip/Postal Code
    ------------------------------------------------------------
    ------------------------------------------------------------
    Country
    ------------------------------------------------------------
    ------------------------------------------------------------

    ------------------------------------------------------------
    ------------------------------------------------------------
    Product Information
    ------------------------------------------------------------
    ------------------------------------------------------------
    Description           P/N            L/N       Quantity

    ------------------------------------------------------------
    ------------------------------------------------------------
    |_| Any  Expiration  Dating or |_| > Month 3 Expiration  or
    |_| > Month 6 Expiration
    ------------------------------------------------------------
    ------------------------------------------------------------
    |_| Ship ASAP  or |_| Requested Shipping Date
    ------------------------------------------------------------
    ------------------------------------------------------------
    Method of Shipment
    ------------------------------------------------------------
    ------------------------------------------------------------
    Shipping Account Number
    ------------------------------------------------------------
    ------------------------------------------------------------
    |_| Other
    ------------------------------------------------------------
    ------------------------------------------------------------
    |_| Special Instructions enclosed
    ------------------------------------------------------------

    ------------------------------------------------------------
    Initiated by
    ------------------------------------------------------------
    ------------------------------------------------------------
    Signature                                 Date
    ------------------------------------------------------------
    ------------------------------------------------------------
    Approved by                               Date
    ------------------------------------------------------------
    ------------------------------------------------------------
    Approved by RA/QA
   (IUO only)                                 Date
    -----------------------------------------------------------
    ------------------------------------------------------------

    ------------------------------------------------------------
       When approved, fax to Contract Manufacturer

   When shipped, Please complete below and fax to diaDexus at
    ----------------------------------------------------------------
    Kit quantity shipped


    ----------------------------------------------------------------
    ----------------------------------------------------------------
    Date shipped

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



<PAGE>


                                    EXHIBIT H

                             CRITICAL COMPONENTS SOP


<page>

Exhibit 10.33
                       Page 1 of 1
        DISTRIBUTION AGREEMENT & OEM SUPPLY AGREEMENT


      THIS DISTRIBUTION AND OEM SUPPLYAGREEMENT (the "Agreement") is made and is
effective as of March 31, 2005 between Corgenix Medical Corporation ("CMC") a
corporation duly organized under the laws of Nevada with a its principal place
of business at 12061 Tejon St., Westminster, Colorado, U.S.A. and MBL
International, Inc., ("MBLI") a corporation duly organized under the laws of the
Commonwealth of Massachusetts, U.S.A. with its principal place of business at 15
B Constitution Way, Woburn, Massachusetts, U.S.A.

      WHEREAS, MBLI is engaged in the business of developing, manufacturing and
selling products for diagnostic testing; and

      WHEREAS, CMC is engaged in the business of distributing products for
diagnostic testing with sales operations and employees in the United States and
in the United Kingdom, and third-party distributors worldwide; and

      WHEREAS, MBLI desires that CMC will have the non-exclusive rights to
distribute Products under the MBL Label and the MBLI label in the MBL Label
Territory, and the exclusive rights to distribute the OEM Label Products in the
OEM Label Territory, subject to CMC's attainment of sales targets;

      NOW, THEREFORE, for and in such consideration of the covenants, conditions
and undertaking hereinafter set forth, it is agreed by and between the parties,
as follows:

                                 1. DEFINITIONS
1.1 "Product" or "Diagnostic Products" shall mean, individually or in the
aggregate, respectively, those finished packaged diagnostic products developed
and manufactured by MBL Medical and Biological Laboratories ("MBL") and sold
under the MBL label which are listed in Appendix C, as well as new products
added to Appendix C during the term of this Agreement.
1.2 "MBL Label Territory" shall mean the United States. "OEM Label Territory"
shall mean worldwide excluding the United States, Japan, Korea, and Taiwan.
Collectively, these are referred to as the "Territories".

   1.3 "Effective Date" shall mean the date first written above.

    1.4 "Label" shall mean every label and package insert used for MBL Products.
Depending on the country where the Product is distributed pursuant to section
2.1, the Label will bear either the MBL name (hereafter "MBL Label") or the
"Corgenix" or "REAADS" names (hereafter "OEM Label").

                2. APPOINTMENT OF DISTRIBUTOR

   2.1 MBLI hereby appoints CMC to be a distributor of the Products in the
Territories for the term of this Agreement and CMC accepts this appointment as a
distributor for MBLI. CMC shall be MBLI's non-exclusive distributor in the
Territories for the period starting on the Effective Date and ending December
31, 2007. In the event that CMC achieves the annual sales target(s) detailed in
Appendix A to this Agreement, CMC shall continue to have the non-exclusive right
to distribute the Products in the Territories for the remainder of the initial
term of this Agreement. Non-exclusivity during any extension of this Agreement
beyond December 31, 2007 will be solely at the discretion of MBLI and will be
contingent upon a) CMC's successful attainment of sales targets for the
period(s) preceding such extension and b) written agreement by the parties of
sales targets for any extension period(s).


2.2        MBLI grants CMC the non-exclusive and non-transferable right to sell
the Products listed in Appendix C.

  2.3 CMC may appoint sub-distributors, dealers, or other third parties for
distribution of the Products in the MBL Label Territory; provided that (a) CMC
shall provide MBLI in advance in writing with a name, address, telephone and
facsimile number of number of and contact person of such third party; (b) CMC
shall notify such third party of CMC's obligations hereunder and ensure that
such third party will distribute the Products in compliance with the terms of
this Agreement; and (c) CMC shall be responsible for any action or inaction of
such third party and shall indemnify and hold MBL and MBLI harmless from, any
and all damages, losses, expenses or claims arising out of or in connection with
such third party's distribution of the Products. CMC's contract sales
representatives are exempt from this provision.

   2.4 Products may not be sold or used for any purpose other than in-vitro use.
Without limiting the generality of the foregoing, no Products may be sold for
any use whatsoever in human beings.

   2.5 During the term of this Agreement CMC agrees not to enter into any
agreements for the purpose of distributing in the Territory or OEM Label
Territory products similar or identical in nature to MBLI's Products listed in
Appendix C. All other products sold by CMC as of the Effective Date are exempt
from this provision.

              3. CONDITIONS OF SALES AND PAYMENTS

   3.1 Under this Agreement CMC may place orders directly with MBLI. Transfer
pricing for the Products shall be determined solely at the discretion of MBLI as
supplier and shall be reviewed annually upon the anniversary date of this
Agreement. MBLI reserves the right to change list prices at any time and to
alter the pricing schedule to CMC upon forty-five (45) days written notice. A
copy of the current pricing schedule is attached to this Agreement as Appendix
C. The parties, on a case-by-case basis, may agree to special pricing for
promotions or major accounts and will make reasonable efforts to cooperate in
this regard.

   3.2 All prices and payments under this Agreement shall be in U.S. dollars.
MBLI shall provide CMC with at least forty-five (45) days written notice of any
changes to transfer pricing. All prices shall be F.O.B. MBLI's Woburn, facility.

   3.3 CMC, when purchasing directly from MBLI, shall pay the costs of
insurance, freight and handling from MBLI Woburn facility to CMC 's facility.

   3.4 CMC shall pay all invoices for shipments of Product by wire or other
electronic funds transfer to the specified account of MBLI with the bank
designated by MBLI, or by check drawn against a U.S. bank within 30 days from
date of invoice.
3.5 CMC agrees that the distributed Products shall be marketed in the Territory
under MBL label and in the OEM Label Territory under the OEM Label.

               4. PROMOTION AND SUPPORT

   4.1 MBLI will provide such technical and commercial advice relating to the
Products as shall be reasonably requested by CMC to assist in CMC's sales
efforts.

   4.2 MBLI shall have the right to approve any advertising and promotional
materials related to the Products, which approval will not be unreasonably
withheld.

   4.3 MBLI shall make reasonable efforts to provide CMC with information
relating to the Products for the purpose of the production and distribution by
CMC of CMC's marketing literature.

   4.4 CMC shall use its best efforts at its sole expense to promote, market and
sell the Products to obtain the maximum sales in the Territories.

   4.5 In order to promote and extend the sales of the Products throughout the
Territories, CMC will undertake at its expense all necessary advertising and
promotion (journal advertisements, booklets, posters, literature and exhibitions
at scientific meetings).

   4.6 CMC shall undertake to maintain an adequate trained sales force and
technical staff sufficient to service the needs of the customers in the
Territories.

   4.7 Subject to the purchase of a prescribed minimum quantity, CMC is
authorized to stock at its chosen location, sufficient quantities of Products to
satisfy promptly the needs of the customers in the Territories.

   4.8 CMC shall undertake to maintain all records related to the sales of the
Products in the Territories. CMC shall provide to MBL such periodic written
reports of its promotional activities and results, as MBL shall reasonably
request.

   4.9 CMC shall have to comply at its own expense with current regulations
applicable to the distribution, sale, or use of any of the Products. If current
regulations applicable to the distribution, sale or use of any of the Products
change, then MBL and the CMC will negotiate in good faith the means of complying
with such new regulations.

  4.10     During the term hereof, CMC shall not:

         (a)    do any act or thing which may prevent or interfere with the
                promotion or sale of Products in the Territories; or

         (b)    sell or be in any way concerned in the sale of any products in
                the Territories which shall or may compete with the Products
                ("Competing Products"), nor be interested directly or indirectly
                in any business firm or company manufacturing or selling
                products in the Territories.

                 5. DELIVERY, RISK AND TITLE

   5.1 After receipt of an order for Products, MBLI shall make reasonable
efforts to meet shipping dates requested by CMC.

   5.2 Delivery of Product(s) shall occur, and title and risk shall pass to CMC
from MBLI, when the Product(s) shall have been delivered to a carrier at MBLI's
facility, addressed to CMC or to such person as CMC may direct.

                6. REPRESENTATIONS & WARRANTIES

   6.1 MBLI and CMC each represent and warrant to the other party that they have
full power and authority to enter into this Agreement and fulfill the
obligations described herein.

   6.2 MBLI warrants that the Products shall meet the specifications stated in
its catalog and its package inserts. The shelf life of the Products is described
in Appendix B. Residual shelf life of each item is determined by MBL. The
residual shelf life at the time of delivery to CMC shall be, for Products which
have more than twelve (12) months shelf life, at least nine (9) months after the
date of delivery to CMC based upon MBL data supplied to CMC indicating shelf
life extension to eighteen (18) months.

   6.3 CMC shall have the right to refuse to accept Products which do not
conform to 6.2.

   6.4 MBL shall have the right to modify Product specifications and shall
notify CMC in writing at least six (6) months prior to the implementation of any
such modification affecting product performance. Any change not affecting
product performance but requiring changes to documentation shall require a three
(3) month written notice.

   6.5 The Products shall be distributed and sold as delivered by MBLI. If the
Products are altered in any way by CMC (other than by the addition of OEM
packaging for which CMC is responsible), MBL and MBLI shall be relieved of any
warranty of product quality.

   6.6 CMC shall make no representation or warranty concerning the quality,
performance or other characteristics of the Products other than those which are
consistent in all respects with, and do not expand the scope of, MBLI's
representation and warranties set forth in this Agreement.

   6.7 MBLI warrants to CMC and only CMC that each Product sold by it shall
substantially conform to MBLI's current product specifications until the
specified expiration date.

   6.8 MBLI's liability under this warranty is limited to the replacement, at no
charge to CMC, of any defective Products, provided that such defect was not
caused by the negligence of CMC or any of its agents or customers.

   6.9 EXCEPT FOR THE EXPRESS WARRANTIES AND REPRESENTIONS AND COVENANTS
CONTAINED IN THIS AGREEMENT, NEITHER MBLI OR CMC MAKES, AND EACH HEREBY
EXPRESSLY DISCLAIMS, ANY WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR
IMPLIED, WHETHER IN FACT OR IN LAW, INCLUDING WITHOUT LIMITATION IMPLIES
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

                7. LIABILITY AND INDEMNIFICAITON

   7.1 CMC agrees to maintain during the term hereof product liability insurance
for personal injury and property damage. Such insurance shall cover the
respective obligations and indemnification as provided under the sections below.

    7.2 CMC agrees to indemnify, defend and hold harmless MBL and MBLI from any
and all damages or losses that:

           (a)  are directly or proximately caused by the willful misconduct or
                negligence of CMC or officers, employees or agents, or

           (b)  relate to any failure by CMC to comply with any terms hereunder
                including, without limitation, applicable laws and regulations
                regarding the sale of Products by CMC pursuant to this
                agreement.

    7.3 MBLI agrees to indemnify, defend and hold harmless CMC from any and all
damages or losses that:

           (a)  are directly or proximately caused by the willful misconduct or
                negligence of MBLI or officers, employees or agents, or

           (b)  relate to any failure by MBLI to comply with any terms hereunder
                including, without limitation, applicable laws and regulations
                regarding the sale of Products by MBLI pursuant to this
                agreement.

                             8. TERM AND TERMINATION

   8.1 This Agreement shall become effective on the Effective Date and, unless
sooner terminated in accordance with any of the provisions in sections 2.1 and
8.2, shall remain in full force and effect until December 31, 2007. Thereafter
the Agreement will be automatically renewed for additional terms of one year
each, beginning on January 1st
  and ending on December 31st, unless either party indicates by written notice
to the other at least thirty (30) days prior to the end of the then current term
that it wishes to terminate the Agreement.

   8.2 This Agreement may be terminated by either party on giving 60 days
written notice to the other party in the event of:

           (a)  a material breach by the other party not having been remedied
                within 60 days of receiving notice to do so;

           (b)  the liquidation or insolvency of or the filing of bankruptcy
                proceedings by the other party except as part of a merger,
                acquisition or other reorganization;

           (c)  either party ceasing operations. 8.3 Such termination shall in
                all cases be without prejudice to existing rights and
                obligations of both parties hereto. Upon expiration of this
                Agreement, CMC shall have the right to sell off any remaining
                inventory of the Products in the CMC warehouse.

  9. TRADEMARKS, PROPRIETARY RIGHTS & CONFIDENTIAL INFORMATION

   9.1 CMC shall have the right to promote and sell products only under MBL's
trademarks, which trademarks shall be and shall remain the exclusive property of
MBL, or CMC's trademarks, which trademarks shall be and shall remain the
exclusive property of CMC. CMC recognizes that MBL is the exclusive owner of all
trademarks, trade names, designs, and logos used with the MBL Label Products and
that CMC has no right or interest in such trademarks, trade names, designs or
logos other than those explicitly granted in the Agreement. MBL grants CMC the
royalty-free, non-exclusive right to use any MBL trademarks, trade names,
designs and logos for the MBL Label Products during the terms of this Agreement
in the MBL Label Territory for limited purpose of promoting sale of the MBL
Label Products. All rights of CMC under this paragraph shall cease immediately
upon termination or expiration of this Agreement.

   9.2 All information provided to CMC by MBLI pursuant to this Agreement,
including scientific, technical and business information, shall be retained in
confidence by CMC and CMC shall not use such information for its benefit or the
benefit of any third party, expect as permitted hereunder, without the express
written consent of MBLI.

   9.3     The provisions of 9.2 shall not apply to

           (a)  information which is known to CMC at the time of disclosure by
                MBLI;

           (b)  information which is hereafter disclosed to CMC by a third party
                who has the right to disclose such information;

           (c)  information which is available to the public or subsequently
                becomes available to the public through no fault of CMC.

                                10. MISCELLANEOUS

    10.1 No change, modification, extension, termination, or waiver of this
Agreement, or any of the provisions herein contained, shall be valid unless made
in writing and signed by duly authorized representatives of the Parties hereto.

  10.2 This Agreement is personal in its character, and neither party hereto
shall assign, sell, transfer, or encumber this Agreement or its interest
therein, or permit any other arrangement having a similar effect, without the
express written consent of the other party which consent shall not be
unreasonably withheld in the event of a sale, consolidation, reorganization, or
other transfer involving all or substantially all of the other party's business
or assets.

  10.3 This Agreement shall be construed and interpreted and its performance
governed by the laws of the Commonwealth of Massachusetts U.S.A.

  10.4 Neither party shall be liable for failure to perform any duty or
obligation hereunder whereas each party agrees to perform under this Agreement
solely as an independent contractor and shall not hold itself out as an
employee, agent, or representative of the other in any manner whatsoever.

  10.5 If any clause of this Agreement is held to be illegal, void or
unenforceable, all other terms of this Agreement shall remain valid.

   10.6 This Agreement together with the Exhibits hereto, sets forth the entire
understanding between the parties with respect to the matters dealt with herein
and supersedes any and all prior agreements, written or oral, previously entered
into by the parties covering the matters dealt with herein. No modification of
any of the provisions contained herein may be made except in writing, in each
instance signed by and on behalf of the party against which enforcement shall be
sought hereof. It is expressly understood and agreed that no employee, agent or
other representative of the parties has any authority to bind the parties with
respect to any statement, representation, warranty or other expression unless
the same is specifically set forth in this Agreement.

   10.7 It is understood and agreed to that no usage of trade or other regular
practice or method of dealing between the parties hereto shall be used to
modify, interpret, supplement or alter in any manner the terms of this
Agreement. Acceptance or acquiescence in a course of performance under this
Agreement shall not be relevant to determine the meaning of this Agreement even
though the accepting or acquiescing party had knowledge of the nature of the
performance and opportunity for objection.

   10.8 The parties do not intend to violate any public policy or statutory or
common law. However, if any sentence, paragraph, clause or combination thereof
of this Agreement is in violation of any law or is found to be otherwise
unenforceable by a court or competent administrative body from which there is no
appeal, or no appeal is taken, such sentence, paragraph, clause, or combination
of the same shall be deleted and the remainder of this Agreement shall remain
binding, provided that such deletion does not alter the commercial or economic
terms of this Agreement. The parties shall negotiate in good faith to substitute
for any such invalid or unenforceable provision, a valid and enforceable
provision that achieves to the greatest extent possible the economic, legal and
commercial objectives of the invalid or unenforceable provision.

   10.9 No delay on the part of either party hereto in exercising any power or
right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any power or right hereunder preclude other or further
exercise thereof or the exercise of any other power or right. No waiver of this
Agreement or any provision hereof shall be enforceable against any party hereto
unless in writing, signed by the party against whom such waiver is claimed, and
any such waiver shall be limited solely to the one event.

   10.10 Force Majeure. Any failure or delay in performance (other than to pay
money when due), by either party to this Agreement, caused by an event beyond
the reasonable control of either party shall not be deemed a breach of this
Agreement, such causes including, but not limited to: acts of God or the public
enemy; war; riots; insurrections and other hostilities; fires; explosions;
floods, acts of governments or government agencies; unavailability of
transportation or raw materials; and strikes or other labor disturbances. On
occurrence of any such event, the party whose performance is affected shall
promptly give notice to the other of the occurrence and its best estimate of the
extent to which and length of time the party's performance may be prevented,
interfered with or delayed. The term of this Agreement shall then be suspended
for a period of time equal to the total period of delay in performance. If the
period of suspension of this Agreement shall last for a period of six (6)
months, the party not affected by such event shall be entitled to terminate this
Agreement by providing at least one (1) month notice.

   10.11 The parties agree that they shall not knowingly export or re-export,
directly or indirectly, any information, technical data, samples, materials, or
equipment received or generated hereunder in violation of any applicable United
States government regulations, including but not limited to Part 779 of the
United States Department of Commerce Export Control Regulations.

   10.12 Nothing in this Agreement is intended nor is to be construed as to
constitute the parties as partners, joint ventures, or of principal and agent
with respect to this Agreement. Neither party shall have any express or implied
right or authority to assume or create any obligations on behalf of or in the
name of the other Party or to bind the other party to any other contract,
agreement, or undertaking with any third party.

   10.13 Nothing contained in this Agreement shall be construed to constitute
CMC as a partner, employee or agent of MBL, nor shall CMC hold itself out as
such. CMC has no right or authority to incur, assume or create, in writing or
otherwise, any warranty, liability or other obligation of any kind, express or
implied, in the name of or on behalf of MBL, it being intended by both CMC and
MBL that each shall remain an independent contractor responsible for its own
actions.

   10.14 The paragraph headings contained herein are for the purposes of
convenience of reference only and are not intended to define or limit the
contents of said articles or paragraphs.

   10.15 This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

   10.16 All Exhibits cited herein are incorporated by reference and made a part
of this Agreement.

   10.17 For purposes hereof, a signed facsimile copy shall have the same force
and effect as an original signed Agreement.

   10.18 The following attachments are incorporated in and made a part of this
Agreement:

           (a)  Appendix A:     Sales Targets

           (b)  Appendix B:     Technical Information and
                                Product Specifications

           (c)  Appendix C:     Pricing Schedule


                                   11. NOTICES

  11.1 All written notices given hereunder shall be in writing and sent by
prepaid registered or certified air mail or by overnight express mail (e.g.,
FedEx), or by facsimile confirmed by prepaid registered or certified air mail
letter or by overnight express mail (e.g., FedEx), (failure of such confirmation
will not affect the validity of such notice by facsimile to the extent the
receipt of such notice is confirmed by the act of the receiving party (e.g., a
facsimile of the receiving party submitting its receipt of such notice)) and
will be deemed to have been properly served to the addressee upon receipt of
such written communication, to the following addresses of the parties:




                             If to MBLI:
                             MBL International, Inc.
                             15 Constitution Way
                             Woburn, MA  01801
                                     U.S.A.
                             Attn:  Chief Executive Officer

                             If to CMC: CORGENIX MEDICAL CORPORATION 12061 Tejon
                             St. Westminster, CO 80234 U.S.A.
                             Attn: President


   or to such other address of which a party may notify the other party in
writing to send notices thereafter.


  [The remainder of this page is intentionally left blank]


<PAGE>




      IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
several originals by their duly authorized officers or representatives.


MBL International, Inc.                   Corgenix Medical Corporation


By: s/ Dennis Walczewski                  By: s/Douglass T.Simpson
------------------------                  --------------------------
Dennis Walczewski                         Douglass T. Simpson

Chief Executive Officer                   President

Date: 2005-03-31                          Date: 2005-03-31





<PAGE>



                                   Appendix A

                                  Sales Targets



Corgenix Medical Corporation purchases from MBL
International:

                          2005            2006      2007
                          -----           ----      ----


      Q1 (1/31 - 3/31)    $  750

      Q2 (4/1 - 6/30)     59,100

      Q3 (7/1 - 9/30)     58,400

      Q4 (10/1 - 12/31)   22,500
                      -----------        ---------   -------
                        $140,750            TBD       TBD


      For each order, minimum 30 kits per product, one
additional kit is provided at no charge for internal QC
testing.   _____

Sales Targets for new calendar year are to be set by November 1st of the current
calendar year.





<PAGE>



                                   Appendix B

       Technical Information & Product Specifications


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

                                               Shelf Life from date
        Product             Specifications       of manufacture **
----------------------------------------------------------------------
----------------------------------------------------------------------

          ANA                                        18 months
----------------------------------------------------------------------
----------------------------------------------------------------------

          Sm                                         18 months
----------------------------------------------------------------------
----------------------------------------------------------------------

          RNP                                        18 months
----------------------------------------------------------------------
----------------------------------------------------------------------

         SS-A                                        18 months
----------------------------------------------------------------------
----------------------------------------------------------------------

         SS-B                                        18 months
----------------------------------------------------------------------
----------------------------------------------------------------------

        Scl-70                                       18 months
----------------------------------------------------------------------
----------------------------------------------------------------------

         Jo-1                                        18 months
----------------------------------------------------------------------
----------------------------------------------------------------------

          MPO                                        18 months
----------------------------------------------------------------------
----------------------------------------------------------------------

         PR-3                                        18 months
----------------------------------------------------------------------
----------------------------------------------------------------------

          M2                                         18 months
----------------------------------------------------------------------
----------------------------------------------------------------------

        Anti-Tg                                      18 months
----------------------------------------------------------------------
----------------------------------------------------------------------

       Anti-TPO                                      18 months
----------------------------------------------------------------------
----------------------------------------------------------------------

        CENP-B                                       18 months
----------------------------------------------------------------------
----------------------------------------------------------------------

        LKM-1*                                       12 months
----------------------------------------------------------------------

      *Research Use Only

      ** MBL has supplied CMC with sufficient date to extend shelf life from 12
      months to 18 months. This data is on file at CMC.

<PAGE>



      Appendix C

                                Pricing Schedule



      Effective January 1st 2005 Corgenix Medical Corporation shall receive the
following transfer prices:

      Reference:
----------------------------------------------------------------------

Description             Code                   Transfer Price to
                                                   Corgenix**
----------------------------------------------------------------------
----------------------------------------------------------------------

ANA                     7560                   $ 75.00
----------------------------------------------------------------------
----------------------------------------------------------------------

Sm                      7731                   $ 75.00
----------------------------------------------------------------------
----------------------------------------------------------------------

RNP                     7741                   $ 75.00
----------------------------------------------------------------------
----------------------------------------------------------------------

SS-A                    7751                   $ 75.00
----------------------------------------------------------------------
----------------------------------------------------------------------

SS-B                    7761                   $ 75.00
----------------------------------------------------------------------
----------------------------------------------------------------------

Scl-70                  7771                   $ 75.00
----------------------------------------------------------------------
----------------------------------------------------------------------

Jo-1                    7781                   $ 75.00
----------------------------------------------------------------------
----------------------------------------------------------------------

MPO                     7820                   $ 80.00
----------------------------------------------------------------------
----------------------------------------------------------------------

PR-3                    7823                   $ 80.00
----------------------------------------------------------------------
----------------------------------------------------------------------

M2                      7125                   $ 90.00
----------------------------------------------------------------------
----------------------------------------------------------------------

Anti-Tg                 7810                   $ 80.00
----------------------------------------------------------------------
----------------------------------------------------------------------

Anti-TPO                7815                   $ 80.00
----------------------------------------------------------------------
----------------------------------------------------------------------

CENP-B                  7791                   $ 75.00
----------------------------------------------------------------------
----------------------------------------------------------------------

LKM-1*                  7691                   $110.00
----------------------------------------------------------------------

      *Research Use Only

      ** For each order, minimum 30 kits per product, one additional kit is
provided at no charge for internal QC testing.


<page>

Exhibit 10.42


                          CORGENIX MEDICAL CORPORATION

                2005 INCENTIVE COMPENSATION PLAN


SECTION 1
                                  INTRODUCTION

1.1 Establishment. Corgenix Medical Corporation, a Nevada corporation
(hereinafter referred to as the "Company" except where the context otherwise
requires), hereby establishes the 2005 Corgenix Incentive Compensation Plan (the
"Plan").

1.2 Purpose. The purpose of the Plan is to attract and retain directors,
officers, consultants and employees and to motivate such persons by relating
incentive compensation to increases in stockholder value.

SECTION 2
                                   DEFINITIONS

2.1   Definitions.  The  following  terms shall have the meanings
set forth below:

(a) "Affiliate" means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by or under direct or indirect common control
with such Person. A Person shall be deemed to control another Person for
purposes of this definition if such Person possesses, directly or indirectly,
the power (i) to vote the securities or other ownership interests having
ordinary voting power to elect a majority of the board of directors of a
corporation or other Persons performing similar functions for any other type of
Person, or (ii) to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract,
as general partner, as trustee or otherwise.

(b) "Award" means a grant made under this Plan in the form of Non-Statutory
Options, Incentive Stock Options and/or Restricted Stock Awards.

(c) "Board" means the Board of Directors of the Company.

(d) "Committee" shall mean the Board, or if one has been appointed, the
Compensation Committee.

(e) "Compensation Committee" means a committee consisting of at least two
Non-Employee Directors (as defined in Rule 16b-3(i) under the 1934 act who are
empowered hereunder to take actions in the administration of the Plan. If the
Stock is publicly traded, the Compensation Committee shall be so constituted at
all times as to permit the Plan to comply with Rule 16b-3 or any successor rule
promulgated under the Securities Exchange Act of 1934 (the "1934 Act") as well
ss.162(m) of the Internal Revenue Code of 1986, as it may be amended from time
to time ("Code"). Members of the Compensation Committee shall be appointed from
time to time by the Board, shall serve at the pleasure of the Board, and may
resign at any time upon written notice to the Board.

(f) "Effective Date" means the effective date of the Plan, April 21, 2005.

(g) "Eligible Employees" means key employees (including, without limitation,
officers and directors who are also employees) of the Company or any division
thereof, upon whose judgment, initiative and efforts the Company is, or will be,
important to the successful conduct of its business.

(h) "Fair Market Value" means, if the Stock is not publicly traded, the value of
the Stock as determined in good faith by the Committee after such consultation
with outside legal, accounting and other experts as the Committee may deem
advisable. The Committee shall maintain a written record of its method of
determining such value. If the Stock is publicly traded, Fair Market Value means
the officially quoted closing price of the Stock on the national exchange on
which the Stock is traded on a particular date. If there are no Stock
transactions on such date, the Fair Market Value shall be determined as of the
immediately preceding date on which there were Stock transactions. If no such
prices are reported on the national exchange on which the Stock is traded, then
Fair Market Value shall mean the most recent ten day average of the high and low
sale prices for the Stock (or if no sales prices are reported, the average of
the preceding ten day high and low bid prices) as reported by the principal
regional stock exchange, or if not so reported, as reported by a quotation
system of general circulation to brokers and dealers.

(i) "Incentive Stock Option" means any Option designated as such and granted in
accordance with the requirements of ss. 422 of the Code.

(j) "Non-Statutory Option" means any Option other than an Incentive Stock
Option.

(k) "Option" means a right to purchase Stock at a stated price for a specified
period of time.

(l) "Option Price" means the price at which shares of Stock subject to an Option
may be purchased, determined in accordance with subsection 6.2(b).

(m) "Participant" means an Eligible Employee, consultant or other independent
advisor of the Company designated by the Committee from time to time during the
term of the Plan to receive one or more Awards under the Plan.

(n) "Person" means any individual, partnership, joint venture, firm, company,
corporation, association, trust or other enterprise or any government or
political subdivision or any agent, department or instrumentality thereof.

(o) "Plan Year" means each 12-month period coinciding the Company's fiscal year
except that for the first year of the Plan it shall begin on the Effective Date
and extend to the end of the fiscal year of Company following the Effective
Date.

(p) "QDRO" shall mean a qualified domestic relations order as defined by the
Internal Revenue Code or Title I of the Employee Retirement Income Security Act
of 1934, as amended, or the rules thereunder.

(q) "Restricted Stock" shall mean shares of Stock granted under Section 7 that
are subject to restrictions imposed pursuant to such Section.

(r) "Share" means a share of Stock.

(s) "Stock" means the common stock of the Company.

2.2 Gender and Number. Except when otherwise indicated by the context, the
masculine gender shall also include the feminine gender, and the definition of
any term herein in the singular shall also include the plural

SECTION 3
                               PLAN ADMINISTRATION

           The Plan shall be administered by the Committee. In accordance with
the provisions of the Plan, the Committee shall, in its sole discretion, select
Participants from among the Eligible Employees to whom Awards will be granted,
the form of each Award, the amount of each Award and any other terms and
conditions of each Award as the Committee may deem necessary or desirable and
consistent with the terms of the Plan. The Committee shall determine the form or
forms of the agreements with Participants which shall evidence the particular
provisions, terms, conditions, rights and duties of the Company and the
Participants with respect to Awards granted pursuant to the Plan, which
provisions need not be identical except as may be provided herein. The Committee
may from time to time adopt such rules and regulations for carrying out the
purposes of the Plan as it may deem proper and in the best interests of the
Company. The Committee may correct any defect, supply any omission or reconcile
any inconsistency in the Plan or in any agreement entered into hereunder in the
manner and to the extent it shall deem expedient and it shall be the sole and
final judge of such expediency. No member of the Committee shall be liable for
any action or determination made in good faith, and all members of the Committee
shall, in addition to their rights as directors, be fully protected by the
Company with respect to any such action, determination or interpretation. The
determination, interpretations and other actions of the Committee pursuant to
the provisions of the Plan shall be binding and conclusive for all purposes and
on all persons.

SECTION 4
                            STOCK SUBJECT TO THE PLAN

4.1 Number of Shares. Initially, 1,500,000 Shares are authorized for issuance
under the Plan in accordance with the provisions of the Plan and subject to such
restrictions or other provisions as the Committee may from time to time deem
necessary. The Shares may be divided among the various Plan components as the
Committee shall determine, and all of them shall be available for the grant of
Incentive Stock Options under the Plan. Shares which may be issued upon the
exercise of Options shall be applied to reduce the maximum number of Shares
remaining available for use under the Plan. The Company shall at all times
during the term of the Plan and while any Options are outstanding retain as
authorized and unissued Stock, or as treasury Stock, at least the number of
Shares from time to time required under the provisions of the Plan, or otherwise
assure itself of its ability to perform its obligations hereunder.

4.2 Unused and Forfeited Stock. Any Shares that are subject to an Award under
this Plan which are not used because the terms and conditions of the Award are
not met, including any Shares that are subject to an Option which expires or is
terminated for any reason, any Shares which are used for full or partial payment
of the purchase price of Shares with respect to which an Option is exercised and
any Shares retained by the Company pursuant to Section 13.2 shall automatically
become available for use under the Plan. Notwithstanding the foregoing, any
Shares used for full or partial payment of the purchase price of the Shares with
respect to which an Option is exercised and any Shares retained by the Company
pursuant to Section 13.2 that were originally Incentive Stock Option Shares must
still be considered as having been granted for purposes of deter-mining whether
the limitation on Incentive Stock Option grants provided for in Section 4.1 has
been reached.

4.3 Adjustments for Stock Split, Stock Dividend, Etc. If the Company shall at
any time increase or decrease the number of its outstanding Shares or change in
any way the rights and privileges of such Shares by means of the payment of a
stock dividend or any other distribution upon such Shares payable in Stock, or
through a stock split, subdivision, consolidation, combination, reclassification
or recapitalization involving the Stock, then in relation to the Stock that is
affected by one or more of the above events, the numbers, rights and privileges
of the following shall be increased, decreased or changed in like manner as if
they had been issued and outstanding, fully paid and nonassessable at the time
of such occurrence: (i) the Shares as to which Awards may be granted under the
Plan; and (ii) the Shares of Stock then included in each outstanding Option
granted hereunder.

4.4 Other Changes in Stock. In the event there shall be any change, other than
as specified in Section 4.3, in the number or kind of outstanding Shares or of
any stock or other securities into which the Stock shall be changed or for which
it shall have been exchanged, and if the Committee shall in its discretion
determine that such change equitably requires an adjustment in the number or
kind of Shares subject to outstanding Awards or which have been reserved for
issuance pursuant to the Plan but are not then subject to an Award, then such
adjustments shall be made by the Committee and shall be effective for all
purposes of the Plan and on each outstanding Award that involves the particular
type of stock for which a change was effected.

4.5 General Adjustment Rules. If any adjustment or substitution provided for in
this Section 4 shall result in the creation of a fractional Share under any
Award, the Company shall, in lieu of selling or otherwise issuing such
fractional Share, pay to the Participant a cash sum in an amount equal to the
product of such fraction multiplied by the Fair Market Value of a Share on the
date the fractional Share would otherwise have been issued. In the case of any
such substitution or adjustment affecting an Option, the total Option Price for
the Shares then subject to an Option shall remain unchanged but the Option Price
per share under each such Option shall be equitably adjusted by the Committee to
reflect the greater or lesser number of Shares or other securities into which
the Stock subject to the Option may have been changed.

4.6 Determination by Committee, Etc. Adjustments under this Section 4 shall be
made by the Committee, whose determinations with regard thereto shall be final
and binding upon all parties thereto.

SECTION 5
                                  PARTICIPATION

           Participants in the Plan shall be those Participants who, in the
judgment of the Committee, are performing, or during the term of their
employment will perform, important services in the management, operation and
development of the Company, and significantly contribute, or are expected to
significantly contribute, to the achievement of long-term corporate economic
objectives. Participants may be granted from time to time one or more Awards;
provided, however, that the grant of each such Award shall be separately
approved by the Committee, and receipt of one such Award shall not result in
automatic receipt of any other Award. Written notice shall be given to such
person, specifying the terms, conditions, rights and duties related thereto.
Each Participant shall enter into an agreement with the Company, in such form as
the Committee shall determine and which is consistent with the provisions of the
Plan, specifying such terms, conditions, rights and duties. Awards shall be
deemed to be granted as of the date specified in the grant resolution of the
Committee, which date shall be the date of any related agreement with the
Participant. In the event of any inconsistency between the provisions of the
Plan and any such agreement entered into hereunder, the provisions of the Plan
shall govern.

SECTION 6
                                  STOCK OPTIONS

6.1 Grant of Options. Coincident with the following designation for
participation in the Plan, a Participant may be granted one or more Options. The
Committee in its sole discretion shall designate whether an Option is to be
considered an Incentive Stock Option or a Non-Statutory Option. The Committee
may grant both an Incentive Stock Option and a Non-Statutory Option to the same
Participant at the same time or at different times. Incentive Stock Options and
Non-Statutory Options, whether granted at the same or different times, shall be
deemed to have been awarded in separate grants, shall be clearly identified, and
in no event shall the exercise of one Option affect the right to exercise any
other Option or affect the number of Shares for which any other Option may be
exercised.

6.2 Option Agreements. Each Option granted under the Plan shall be evidenced by
a written stock option agreement which shall be entered into by the Company and
the Participant to whom the Option is granted (the "Option Holder"), and which
shall contain the following terms and conditions, as well as such other terms
and conditions not inconsistent therewith, as the Committee may consider
appropriate in each case.

(a)   Number of Shares. Each stock option agreement shall state that it covers a
      specified number of Shares, as determined by the Committee.
      Notwithstanding any other provision of the Plan, the aggregate Fair Market
      Value of the Shares with respect to which Incentive Stock Options are
      exercisable for the first time by an Option Holder in any calendar year,
      under the Plan or otherwise, shall not exceed $100,000. For this purpose,
      the Fair Market Value of the Shares shall be determined as of the time an
      Option is granted.

(b)   Price. The price at which each Share covered by an Option may be purchased
      shall be determined in each case by the Committee and set forth in the
      stock option agreement, but in no event shall the Option Price for each
      Share covered by an Incentive Stock Option be less than the Fair Market
      Value of the Stock on the date the Option is granted; provided that the
      Option Price for each Share covered by a Non-Statutory Option may be
      granted at any price less than Fair Market Value, in the sole discretion
      of the Committee. In addition, the Option Price for each Share covered by
      an Incentive Stock Option granted to an Eligible Employee who then owns
      stock possessing more than 10% of the total combined voting power of all
      classes of stock of the Company or any parent or subsidiary corporation of
      the Company must be at least 110% of the Fair Market Value of the Stock
      subject to the Incentive Stock Option on the date the Option is granted.

(c)   Duration of Options. Each stock option agreement shall state the period of
      time, determined by the Compensation Committee, within which the Option
      may be exercised by the Option Holder (the "Option Period"). The Option
      Period must expire, in all cases, not more than seven years from the date
      an Option is granted. Each stock option agreement shall also state the
      periods of time, if any, as determined by the Compensation Committee, when
      incremental portions of each Option shall vest. Except as provided in
      Section 7, no portion of any Option shall vest earlier than one year after
      the date of grant of the Option.

(d)   Termination of Employment, Death, Disability, Etc. Except as otherwise
      determined by the Committee, each stock option agreement shall provide as
      follows with respect to the exercise of the Option upon termination of the
      employment or the death of the Option Holder:

(i)   If the employment of the Option Holder is terminated within the Option
      Period for cause, as determined by the Company, the Option shall
      thereafter be void for all purposes. As used in this subsection 6.2(d),
      "cause" shall mean willful dishonesty towards, fraud upon or deliberate
      injury or attempted deliberate injury to the Company, misrepresentation or
      concealment of a material fact or circumstance for the purpose of or
      otherwise in connection with securing employment with the Company, breach
      of any limitations on the use or disclosure of confidential information or
      materials, conviction for a felony or a material breach of the Option
      Holder's employment agreement with the Company. The effect of this
      subsection 6.2(d)(i) shall be limited to determining the consequences of a
      termination, and nothing in this subsection 6.2(d)(i) shall restrict or
      otherwise interfere with the Company's discretion with respect to the
      termination of any employee.

(ii)  If the Option Holder dies, or if the Option Holder becomes disabled
      (within the meaning of Section 22(e) of the Internal Revenue Code), during
      the Option Period while still employed, or within the 30 day period
      referred to in (iii) below, the Option may be exercised by those entitled
      to do so under the Option Holder's will or by the laws of descent and
      distribution within twelve months following the Option Holder's death or
      disability, but not thereafter. In any such case, the Option may be
      exercised only as to the Shares as to which the Option had become
      exercisable on or before the date of the Option Holder's death or
      disability.

(iii) If the employment of the Option Holder by the Company is terminated (which
      for this purpose means that the Option Holder is no longer employed by the
      Company or by an Affiliate) within the Option Period for any reason other
      than cause, disability or the Option Holder's death, the Option may be
      exercised by the Option Holder within 30 days following the date of such
      termination (provided that such exercise must occur within the Option
      Period), but not thereafter. In any such case, the Option may be exercised
      only as to the Shares as to which the Option had become exercisable on or
      before the date of termination of employment.

(e)   Transferability. Each stock option agreement applicable to an Incentive
      Stock Option shall provide that the Option granted therein is not
      transferable by the Option Holder except by will or pursuant to the laws
      of descent and distribution, and that such Option is exercisable during
      the Option Holder's lifetime only by him or her, or in the event of
      disability or incapacity, by his or her guardian or legal representative.
      The Committee shall determine the extent, if any, to which Non-Statutory
      Options shall be subject to transferability and exercisability
      restrictions.

(f)   Exercise, Payments, Etc.

(i)   Each stock option agreement shall provide that the method for exercising
      the Option granted therein shall be by delivery to the Corporate Secretary
      of the Company of written notice specifying the number of Shares with
      respect to which such Option is exercised (which must be in an amount
      evenly divisible by 100) and payment of the Option Price. Such notice
      shall be in a form satisfactory to the Committee and shall specify the
      particular Option (or portion thereof) which is being exercised and the
      number of Shares with respect to which the Option is being exercised. The
      exercise of the Option shall be deemed effective upon receipt of such
      notice by the Corporate Secretary and payment to the Company. The purchase
      of such Stock shall take place at the principal offices of the Company
      upon delivery of such notice, at which time the purchase price of the
      Stock shall be paid in full by any of the methods or any combination of
      the methods set forth in (ii) below. A properly executed certificate or
      certificates representing the Stock shall be issued by the Company and
      delivered to the Option Holder. If certificates representing Stock are
      used to pay all or part of the Option Price, separate certificates for the
      same number of Shares shall be issued by the Company and delivered to the
      Option Holder representing each certificate used to pay the Option Price,
      and an additional certificate shall be issued by the Company and delivered
      to the Option Holder representing the additional Shares, in excess of the
      Option Price, to which the Option Holder is entitled as a result of the
      exercise of the Option.

(ii)  The Option Price shall be paid by any of the following methods or any
      combination of the following methods:

(A)   In cash;

(B)   By cashier's check payable to the order of the Company;

(C)   By  delivery to the  Company of  certificates  representing
      the number of Shares then owned by the Option  Holder,  the
      Fair  Market  Value  of  which  equals  the  Option  Price,
      properly  endorsed for  transfer to the  Company;  provided
      however,  that Shares used for this  purpose must have been
      held by the Option  Holder for such minimum  period of time
      as may be  established  from time to time by the Committee;
      For  purposes of this Plan,  the Fair  Market  Value of any
      Shares  delivered  in payment of the Option  Price shall be
      the  Fair  Market  Value  as  of  the  exercise  date.  The
      exercise   date   shall   be  the   delivery   day  of  the
      certificates  for the Stock  used as  payment of the Option
      Price; or

(D)   If the Stock is publicly traded, by delivery to the Company of a properly
      executed notice of exercise together with irrevocable instructions to a
      broker to deliver to the Company promptly the amount of the proceeds of
      the sale of all or a portion of the Stock necessary to pay the Option
      Price.

(g)   Withholding.

(i)   Non-Statutory Options. Each stock option agreement covering Non-Statutory
      Options shall provide that, upon exercise of the Option, the Option Holder
      shall make appropriate arrangements with the Company to provide for the
      amount of additional withholding required by applicable federal and state
      income tax laws, including payment of such taxes through delivery of Stock
      or by withholding Stock to be issued under the Option, as provided in
      Section 13.

(ii)  Incentive Stock Options. In the event that a Participant makes a
      disposition (as defined in Section 424(c) of the Code) of any Stock
      acquired pursuant to the exercise of an Incentive Stock Option prior to
      the expiration of two years from the date on which the Incentive Stock
      Option was granted or prior to the expiration of one year from the date on
      which the Option was exercised, the Participant shall send written notice
      to the Company at its principal office (Attention: Corporate Secretary) of
      the date of such disposition, the number of Shares disposed of, the amount
      of proceeds received from such disposition, and any other information
      relating to such disposition as the Company may reasonably request. The
      Participant shall, in the event of such a disposition, make appropriate
      arrangements with the Company to provide for the amount of additional
      withholding, if any, required by applicable federal and state income tax
      laws.

(h)   Adjustment of Options. Subject to the limitations contained in Section 6
      and Section 9, the Committee may make any adjustment to the Option Price,
      the number of Shares subject to, or the terms of, an outstanding Option
      and a subsequent granting of an Option by amendment or by substitution of
      an outstanding Option. Such amendment, substitution, reduction, or
      re-grant may result in terms and conditions (including Option Price,
      number of shares covered, vesting schedule or Option Period) that differ
      from the terms and conditions of the original Option. The Committee may
      not, however, adversely affect the rights of any Participant to previously
      granted Options without the consent of such Participant. If such action is
      affected by amendment, the effective date of such amendment shall be the
      date of the original grant.

6.3 Stockholder Privileges. No Option Holder shall have any rights as a
stockholder with respect to any Shares covered by an Option until the Option
Holder becomes the holder of record of such Stock, and no adjustments shall be
made for dividends or other distributions or other rights as to which there is a
record date preceding the date such Option Holder becomes the holder of record
of such Stock, except as provided in Section 4.

SECTION 7
                            RESTRICTED STOCK PROGRAM

7.1 Awards Granted. Coincident with or following designation for participation
in the Plan, a Participant may be granted one or more Restricted Stock Awards
consisting of Shares. The number of Shares granted as a Restricted Stock Award
shall be determined by the Committee. Each Restricted Stock Award shall be
evidenced by a written equity award agreement that shall be entered into by the
Company and the Participant to whom the Award is granted.

7.2 Restrictions. A Participant's right to retain a Restricted Stock Award
granted to such Participant under Section 7.1 shall be subject to such
restrictions set forth in the equity award agreement, including but not limited
to his or her continuous employment by the Company for a restriction period
specified by the Committee or the attainment of specified performance goals and
objectives, as may be established by the Committee with respect to such Award.
The Committee may in its sole discretion require different periods of employment
or different performance goals and objectives with respect to different
Participants, to different Restricted Stock Awards or to separate, designated
portions of the Shares constituting a Restricted Stock Award.

7.3 Privileges of a Stockholder. Transferability. A Participant shall have all
voting, dividend, liquidation and other rights with respect to Shares in
accordance with its terms received by him or her as a Restricted Stock Award
under this Section 7 upon his or her becoming the holder of record of such
Shares; provided, however, that the Participant's right to sell, encumber or
otherwise transfer such Shares shall be subject to the limitations of Section
9.2 hereof.

SECTION 8
                                CHANGE IN CONTROL

8.1 Options. In the event of a change in control of the Company as defined in
Section 8.2, then the Committee shall have the power and discretion to prescribe
the terms and conditions for the exercise of, or modification of, any
outstanding Awards granted hereunder. By way of illustration, and not by way of
limitation, the Committee may provide for the complete or partial acceleration
of the dates of exercise of the Options, or may provide that such Options will
be exchanged or converted into options to acquire securities of the surviving or
acquiring corporation, or may provide for a payment or distribution in respect
of outstanding Options (or the portion thereof that is currently exercisable) in
cancellation thereof. The Committee may modify the performance requirements for
any other Awards. The Committee may provide that Awards granted hereunder must
be exercised in connection with the closing of such transaction, and that if not
so exercised such Awards will expire. Any such determinations by the Committee
may be made generally with respect to all Participants, or may be made on a
case-by-case basis with respect to particular Participants.

8.2 Definition. For purposes of the Plan, a "change in control" shall be deemed
to have occurred if (a) any "person" or "group" (within the meaning of Sections
13(d) and 14(d)(2) of the 1934 Act), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or the current
beneficial owners or their Affiliates are or become the "beneficial owner" (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of more than
one-half of the voting power of the then outstanding voting stock of the
Company; or (b) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least a majority of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation, or the stockholders approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.

SECTION 9
                RIGHTS OF EMPLOYEES; PARTICIPANTS

9.1 Employment. Nothing contained in the Plan or in any Award granted under the
Plan shall confer upon any Participant any right with respect to the
continuation of his or her employment by the Company, or interfere in any way
with the right of the Company, subject to the terms of any separate employment
agreement to the contrary, at any time to terminate such employment or to
increase or decrease the compensation of the Participant from the rate in
existence at the time of the grant of an Award.

9.2 Nontransferability. Awards under this Plan may not be sold, pledged,
assigned, or transferred in any manner other than by will or the laws of descent
and distribution or pursuant to a QDRO, unless and until such Awards have been
exercised, or the Shares underlying such Awards have been issued, and all
restrictions applicable to such Shares have lapsed.

           During the lifetime of the Participant, only he may exercise an Award
(or any portion thereof) granted to him under the Plan, unless it has been
disposed of pursuant to a QDRO. After the death of the Participant, any
exercisable portion of an Award may, prior to the time when such portion becomes
unexercisable under the Plan or the applicable agreement, be exercised by his
personal representative or by any person empowered to do so under the deceased
Participant's will or under the then applicable laws of descent and
distribution.

SECTION 10
                              GENERAL RESTRICTIONS

10.1 Investment Representations. The Company may require any person to whom an
Option or other Award is granted, as a condition of exercising such Option or
receiving Stock under the Award, to give written assurances in substance and
form satisfactory to the Company and its counsel to the effect that such person
is acquiring the Stock subject to the Option or the Award for his own account
for investment and not with any present intention of selling or otherwise
distributing the same, and to such other effects as the Company deems necessary
or appropriate in order to comply with federal and applicable state securities
laws. Legends evidencing such restrictions may be placed on the certificates
evidencing the Stock.

10.2 Compliance with Securities Laws. Each Award shall be subject to the
requirement that, if at any time counsel to the Company shall determine that the
listing, registration or qualification of the Shares subject to such Award upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental or regulatory body, is necessary as a condition of,
or in connection with, the issuance or purchase of Shares thereunder, such Award
may not be accepted or exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained on conditions acceptable to the Committee. Nothing herein shall be
deemed to require the Company to apply for or to obtain such listing,
registration or qualification.

10.3 Stock Restriction Agreement. The Committee may provide that Shares issuable
upon the exercise of an Option or grant of any Award shall, under certain
conditions, be subject to restrictions whereby the Company has a right to
prohibit the transfer of such Shares, a right of first refusal with respect to
such Shares and/or a right or obligation to repurchase all or a portion of such
Shares, which restrictions may survive a Participant's term of employment with
the Company.

SECTION 11
                             OTHER EMPLOYEE BENEFITS

           The amount of any compensation deemed to be received by a Participant
as a result of the exercise of an Option or the grant or vesting of any other
Award shall not constitute "earnings" with respect to which any other employee
benefits of such employee are determined, including without limitation benefits
under any pension, profit sharing, life insurance or salary continuation plan.

SECTION 12
          PLAN AMENDMENT, MODIFICATION AND TERMINATION

           The Committee may at any time terminate, and from time-to-time may
amend or modify, the Plan; provided, however, that no amendment or modification
may become effective without approval of the amendment or modification by the
stockholders if stockholder approval is required to enable the Plan to satisfy
any applicable statutory or regulatory requirements, or if the Company, on the
advice of counsel, determines that either stockholder and/or Board approval is
otherwise necessary or desirable.

           No amendment, modification or termination of the Plan shall in any
manner adversely affect any Awards theretofore granted under the Plan, without
the consent of the Participant holding such Awards.

SECTION 13
                                   WITHHOLDING

13.1 Withholding Requirement. The Company's obligations to deliver Shares upon
the exercise of an Option, or upon the vesting of any other Award, shall be
subject to the Participant's satisfaction of all applicable federal, state and
local income and other tax withholding requirements.

13.2 Withholding With Stock. At the time the Committee grants an Award, it may,
in its sole discretion, grant the Participant an election to pay all amounts of
tax withholding, or any part thereof, by electing to transfer to the Company, or
to have the Company withhold from Shares otherwise issuable to the Participant,
Shares having a value equal to the amount required to be withheld or such lesser
amount as may be elected by the Participant. All elections shall be subject to
the approval or disapproval of the Committee. The value of Shares to be withheld
shall be based on the Fair Market Value of the Stock on the date that the amount
of tax to be withheld is to be determined (the "Tax Date"). Any such elections
by Participants to have Shares withheld for this purpose will be subject to the
following restrictions:

(a) All elections must be made prior to the Tax Date.

(b) All elections shall be irrevocable.

(c) If the Participant is an officer or director of the Company within the
meaning of Section 16 of the Securities Exchange Act of 1934 ("Section 16"), the
Participant must satisfy the requirements of such Section 16 and any applicable
rules thereunder with respect to the use of Stock to satisfy such tax
withholding obligation.

SECTION 14
                             BROKERAGE ARRANGEMENTS

           The Committee, in its discretion, may enter into arrangements with
one or more banks, brokers or other financial institutions to facilitate the
disposition of shares acquired upon exercise of Stock Options, including,
without limitation, arrangements for the simultaneous exercise of Stock Options
and sale of the Shares acquired upon such exercise.

SECTION 15
                           NONEXCLUSIVITY OF THE PLAN

           Neither the adoption of the Plan by the Board nor the submission of
the Plan to stockholders of the Company for approval shall be construed as
creating any limitations on the power or authority of the Board to adopt such
other or additional incentive or other compensation arrangements of whatever
nature as the Board may deem necessary or desirable or preclude or limit the
continuation of any other plan, practice or arrangement for the payment of
compensation or fringe benefits to employees generally, or to any class or group
of employees, which the Company now has lawfully put into effect, including,
without limitation, any retirement, pension, savings and stock purchase plan,
insurance, death and disability benefits and executive short-term Compensations.

SECTION 16
                               REQUIREMENTS OF LAW

16.1 Requirements of Law. The issuance of Stock and the payment of cash pursuant
to the Plan shall be subject to all applicable laws, rules and regulations.

16.2 Federal Securities Law Requirements. If, and to the extent, required by
law, if a Participant is an officer or director of the Company within the
meaning of Section 16 of the 1934 Act, Awards granted hereunder shall be subject
to all conditions required under Rule 16b-3, or any successor rule promulgated
under the 1934 Act, to qualify the Award for any exception from the provisions
of Section 16(b) of the 1934 Act available under that Rule. Such conditions are
hereby incorporated herein by reference and shall be set forth in the agreement
with the Participant which describes the Award.

16.3 Governing Law. The Plan and all agreements hereunder shall be construed in
accordance with and governed by the laws of the State of Colorado.

SECTION 17
                              DURATION OF THE PLAN

           The Plan shall terminate at such time as may be determined by the
Board of Directors, and no Award shall be granted after such termination. If not
sooner terminated under the preceding sentence, the Plan shall fully cease and
expire at midnight on that date which is the date immediately preceding the
fifth anniversary of the date of adoption of the Plan. Awards outstanding at the
time of the Plan termination may continue to be exercised or earned in
accordance with their terms.

SECTION 18
                                CONFLICT IN TERMS

           In the event that there is a conflict between the terms of this Plan
and any Stock Option granted pursuant to this Plan and/or any Repurchase
Agreement executed in connection with this Plan, the terms of this Plan shall
control.


                                  CORGENIX MEDICAL CORPORATION,
                                  a Nevada corporation



                                  By: s/ Douglass T. Simpson
                                  Douglass T. Simpson,  President
                                  & CEO
















<page>

Exhibit 10.44

          AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT
                AND COMMON STOCK PURCHASE WARRANT


      Corgenix Medical Corporation, a Nevada corporation (the "Company"), and
Medical & Biological Laboratories Co., Ltd., a corporation organized under the
laws of Japan (the "Purchaser"), hereby amend certain provisions of the Common
Stock Purchase Agreement dated as of July 1, 2002 by and between the Company and
the Purchaser (the "Purchase Agreement") and the Common Stock Purchase Warrant
issued to the Purchaser entitling the Purchaser to purchase 880,282 shares of
the Company's common stock (the "Warrants"), all as of this 1st day of August,
2005.
                                   WITNESSETH

      WHEREAS, the Company and the Purchaser's U.S. subsidiary,
RhiGene, Inc. entered into a Distribution Agreement dated as of
March 14, 2002 (the "Distribution Agreement"); and
                     ----------------------

      WHEREAS, on July 1, 2002, the Company entered into a Common Stock Purchase
Agreement with the Purchaser whereby the Purchaser purchased 880,282 shares of
the Company's restricted common stock (the "Purchased Stock") at a purchase
price of $0.568 per share (an investment of $500,000), and simultaneously with
the execution of the Purchase Agreement, the Purchaser also received the
Warrant, which entitles the Purchaser to purchase an additional 880,282 shares
of the Company's common stock at a price of $0.568 per share (a potential
investment of $500,000); and

      WHEREAS, the Purchase Agreement included a put right entitling the
Purchaser to require the Company to repurchase the Purchased Stock upon
termination of the Distribution Agreement according to repayment terms set forth
therein; and

      WHEREAS, the Distribution Agreement was recently
terminated; and

      WHEREAS, the Company and the Purchaser have evaluated certain of the
original provisions of the Purchase Agreement and the Warrant, and have deemed
it to be in their best interests, respectively, to (a) extend the exercise
period of the Warrant, (b) amend the repayment terms associated with the
Purchaser's put right on the Purchased Stock and (c) reduce the exercise price
of the Warrant.

      NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

      1. The second sentence of Section 1.2 of the Purchase Agreement is hereby
deleted in its entirety and replaced with the following:

      "The Warrant shall be exercisable until August 1, 2008."


      2. The first sentence of Section 8.2 of the Purchase Agreement is hereby
deleted in its entirety and replaced with the following:

      "The Purchaser shall have a put right to cause the Company to repurchase
all Purchased Stock then held by the Purchaser, payable as follows:

      (A) The Company shall execute, issue and deliver to the Purchaser a
promissory note in the face amount of $250,000 made payable to the Purchaser, in
the form attached hereto as Exhibit A, the proceeds of which the Company shall
use to repurchase one-half of the Purchased Stock from the Purchaser. Said
promissory note shall be payable over a three-year period commencing as of
September 1, 2005 and ending August 1, 2008 during which term payments of
principal and accrued interest shall be made. For as long as any principal
amount of the promissory note remains outstanding, and subject to the optional
ability of the Company to make prepayments pursuant to the promissory note, the
Company shall make principal payments to the Purchaser on the first day of each
calendar month, commencing September 1, 2005, as follows: the first twelve (12)
monthly installments shall each be in the amount of FIVE THOUSAND DOLLARS
($5,000); the next twelve (12) monthly installments shall each be in the amount
of TEN THOUSAND DOLLARS ($10,000); the next eleven (11) monthly installments
shall each be in the amount of SIX THOUSAND DOLLARS ($6,000); and the last
monthly installment shall be in the amount of FOUR THOUSAND DOLLARS ($4,000).
Interest on the unpaid balance of the promissory note shall accrue at a per
annum rate equal to the Prime Rate as published in The Wall Street Journal, plus
two percent (2%), and shall be paid monthly together with principal payments.

      (B) Within thirty (30) days of the execution of the promissory note, the
Purchaser shall return to the Company's transfer agent the stock certificate
representing the 880,242 shares of Purchased Stock owned by the Purchaser, with
instructions to the transfer agent to issue in replacement to the Purchaser
thirteen (13) certificates representing the following blocks of Purchased Stock:
one (1) certificate for four hundred forty thousand one hundred forty one
(440,141) shares; four (4) certificates each for twenty-six thousand four
hundred eight (26,408) shares; four (4) certificates each for fifty two thousand
eight hundred sixteen (52,816) shares; three (3) certificates each for thirty
one thousand six hundred ninety (31,690) shares; and one (1) certificate for
twenty eight thousand one hundred seventy five (28,175) shares. The Company
shall pay any necessary fees to the transfer agent for effecting the above
action.

      No later than fifteen (15) days following the receipt by the Purchaser of
payment by the Company of all principal installments, plus accrued and unpaid
interest, then due under the promissory note, in accordance with the schedule
attached hereto as Schedule I, the Purchaser shall return to the Company for
cancellation the stock certificate or certificates for the number of shares of
stock as set forth on Schedule I that corresponds to such payment, together with
executed stock powers sufficient to transfer said shares back to the Company.

      (C). Beginning April 1, 2006 and continuing through August 1, 2008 (the
maturity date of the promissory note)(the "Sales Period"), the Purchaser shall
forthwith attempt to sell in good faith on the open-market the Purchased Stock
not being repurchased by the Company with the proceeds of the promissory note
(the "Remaining Stock"); provided that the trading price of the Company's common
stock, as quoted on NASD Bulletin Board during such Sales Period, is sufficient
to provide the Purchaser with proceeds of at least two hundred fifty thousand
dollars ($250,000) for the sale of the entire Remaining Stock (the "Minimum
Price"). If the price of the Company's common stock, as quoted on NASD Bulletin
Board during the Sales Period, is insufficient to provide the Purchaser with
proceeds of at least two hundred fifty thousand dollars ($250,000) for the sale
of the entire Remaining Stock, or if the Purchaser is unable to sell all of the
Remaining Stock in the open market at the Minimum Price (notwithstanding the
price at which the Company's common stock is then quoted), then at the close of
business on August 1, 2008, the Purchaser shall sell, and the Company shall
purchase, any such Remaining Stock then held by the Company at a purchase price
of $0.568 per share..

      3. The fifth sentence of Section 1 of the Warrant is hereby deleted in its
entirety and replaced with the following:

      "For purposes of this warrant, "Exercise Price" shall be equal to $0.40
per share."

      4. Section 13 of the Warrant shall be deleted in its entirety and replaced
with the following:

      "The right to exercise this warrant shall expire on August 1, 2008 at 5:00
p.m. Mountain Daylight Time; provided, however, that if all amounts owed under
the promissory note of the Company dated August 1, 2005 issued to Medical and
Biological Laboratories Co., Ltd. are not paid in full by such date, the right
to exercise this warrant shall continue until all such amounts have been paid in
full."

      Except as modified hereby, the Purchase Agreement and the Warrant are each
hereby ratified, reconfirmed and republished in all respects.



                    [signature page follows]

<PAGE>



IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first written above.



                          CORGENIX MEDICAL CORPORATION,
                          a Nevada Corporation

                          By:   s/ Douglass T. Simpson

                          Name:     Douglass T. Simpson

                          Title:    President and CEO


                          MEDICAL & BIOLOGICAL LABORATORIES CO.,
                                LTD.,
                          a corporation organized under the laws
                                of Japan

                          By:  s/ Katsuhiko Nishida

                          Name:     Katsuhiko Nishida

                          Title:    President



<PAGE>

Exhibit 10.43
                                 PROMISSORY NOTE

$250,000.00                                              August
1, 2005


FOR VALUE RECEIVED, the undersigned, Corgenix Medical Corporation ("Maker")
hereby promises to pay to the order of Medical & Biological Laboratories, Co.,
Ltd., with a principal place of business at 510 Marunouchi 3 Chome, Naka-ku,
Nagoya 460-0002 Japan ("Holder"), the sum of TWO HUNDRED FIFTY THOUSAND DOLLARS
($ 250,000.00), together with interest on the unpaid principal amount from time
to time outstanding at the rates hereinafter provided until paid in full;
provided that all outstanding amounts due under this note shall be payable no
later than August 1, 2008. The principal amount of this note shall be payable in
monthly installments and interest on the unpaid principal balance shall be due
and payable together with each payment of principal, all as hereinafter set
forth. The proceeds of this note are to be used to repurchase 440,141 shares of
Maker's common stock currently held by Holder.

      1. The rate of interest payable hereunder shall be the sum of (x) the
Prime Rate plus (y) two percent (2%) per annum. For purposes of this note, the
"Prime Rate" shall mean the Prime Rate (expressed per annum) as reported in The
Wall Street Journal in its money rates column as being the base rate on
corporate loans posted by at least seventy-five percent (75%) of the nation's
thirty (30) largest banks, or as otherwise reported therein from time to time.
The rate of interest payable hereunder shall be changed effective as of that day
on which a change in the Prime Rate becomes effective.

      2. For as long as any principal amount of this note remains outstanding,
and subject to the prepayment provision herein, Maker shall make principal
payments to Holder in monthly installments payable on the first day of each
calendar month, commencing September 1, 2005, as follows: the first twelve (12)
monthly installments shall each be in the amount of FIVE THOUSAND DOLLARS
($5,000); the next twelve (12) monthly installments thereafter shall each be in
the amount of TEN THOUSAND DOLLARS ($10,000); the next eleven (11) monthly
installments shall each be in the amount of SIX THOUSAND DOLLARS ($6,000), and
the final monthly installment shall be in the amount of FOUR THOUSAND DOLLARS
($4,000).

      3. After the occurrence of an Event of Default (as hereafter defined)
interest shall be payable on the unpaid principal balance hereof from time to
time outstanding at a rate per annum equal to the interest rate applicable
hereunder plus two percent (2%), until such Event of Default is cured or waived
by the Holder. Any payment hereunder not paid within fifteen (15) days after the
date such payment is due shall be subject to a late fee equal to ten percent
(10%) of the amount due.

      4. Interest shall be calculated on the basis of a 360-day year times the
actual number of days elapsed. At Holder's discretion, all payments will be
applied first to unpaid accrued interest, then to principal, and then any
balance to any charges, costs, expenses or late fees outstanding. In no event
shall interest payable hereunder exceed the highest rate permitted by applicable
law. To the extent any interest received by Holder exceeds the maximum amount
permitted, such payment shall be credited to principal, and any excess remaining
after full payment of principal shall be refunded to Maker.

      5. In case of dissolution, termination of existence, insolvency, or
business failure of the Maker of this note, appointment of a receiver of any
part of the property of Maker, levy on or attachment of any of the property of
Maker, assignment for benefit of creditors by or commencement of any proceedings
under the United States Bankruptcy Code or any insolvency law by or against
Maker, or if the undersigned shall default in the payment or performance of any
other obligation to or agreement with the Holder (each of the foregoing
constituting an "Event of Default" hereunder) this note shall, at the option of
the Holder, forthwith become due and payable without notice or demand.

      6. The Maker may, without premium or penalty, prepay the unpaid principal
balance hereunder in whole or in part on any date; provided, however, that any
prepayment of less than the whole shall be applied to installment payments in
the inverse order of maturity.

      7. Maker agrees to pay all costs and expenses, including without
limitation, reasonable attorneys' fees and expenses incurred, or which may be
incurred, by Holder in connection with the enforcement or collection of this
note and any other agreements, instruments and documents executed in connection
herewith.

      8. Maker hereby waives presentment, demand, notice, protest, and all other
demands and notices in connection with the delivery, acceptance, performance and
enforcement of this note, and assents to any and all extensions or postponements
of the time of payment or forbearance or other indulgence without notice. No
delay or omission of Holder in exercising any right or remedy hereunder shall
constitute a waiver of any such right or remedy. Acceptance by Holder of any
payment after demand shall not be deemed a waiver of such demand. A waiver on
one occasion shall not operate as a bar to or waiver of any such right or remedy
on any occasion.

      9. This instrument shall be governed by the laws of The Commonwealth of
Massachusetts. For purposes of any action or proceeding involving this note,
Maker hereby expressly submits to the jurisdiction of all federal and state
courts located in Massachusetts and consents that any order, process, notice of
motion or other application to or by any of said courts or a judge thereof may
be served within or outside such court's jurisdiction by registered mail or by
personal service, provided a reasonable time for appearance is allowed (but not
less than the time otherwise afforded by any law or rule), and waives any right
to contest the appropriateness of any action brought in any such court based
upon lack of personal jurisdiction, improper venue or forum non conveniens.
MAKER AND HOLDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE (TO
THE EXTENT PERMITTED BY APPLICABLE LAW) ANY AND ALL RIGHTS TO A TRIAL BY JURY OF
ANY DISPUTE ARISING UNDER OR RELATING TO THIS NOTE AND ANY DOCUMENTS EXECUTED IN
CONNECTION HEREWITH OR RELATING HERETO AND AGREE THAT ANY SUCH DISPUTE SHALL BE
TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.


                           - signature page follows -






Executed as an instrument under seal as of the date first above written.

:
                          MAKER: CORGENIX MEDICAL CORPORATION

                          By:  s/ Douglass T. Simpson

                          Name:     Douglass T. Simpson

                          Title:    President and CEO



<PAGE>



                   principal  stock
                    payment   repurchase
                    -------   ----------
  2005      S       $5,000
            O       $5,000
            N       $5,000      26,408
            D       $5,000
  2006      J       $5,000
            F       $5,000      26,408
            M       $5,000
            A       $5,000
            M       $5,000      26,408
            J       $5,000
            J       $5,000
            A       $5,000      26,408
            S       $10,000
            O       $10,000
            N       $10,000     52,816
            D       $10,000
  2007      J       $10,000
            F       $10,000     52,816
            M       $10,000
            A       $10,000
            M       $10,000     52,816
            J       $10,000
            J       $10,000
            A       $10,000     52,816
            S       $6,000
            O       $6,000
            N       $6,000      31,690
            D       $6,000
  2008      J       $6,000
            F       $6,000      31,690
            M       $6,000
            A       $6,000
            M       $6,000      31,690
            J       $6,000
            J       $6,000
            A       $4,000      28,175

 TOTAL             $250,000    440,141



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