Exhibit 4.2


CORGENIX MEDICAL CORPORATION 

FORM OF SUBSCRIPTION AGREEMENT

FOR

COMMON STOCK 

AND

WARRANTS


(For U.S.
Resident Purchasers Only)


Corgenix Medical
Corporation

Attn:  William H. Critchfield


11575 Main Street,
Suite 400


Broomfield, Colorado 80020


1.             Subscription
for Interests.


(a)           The undersigned,
intending to be legally bound, hereby irrevocably subscribes for the purchase
from Corgenix Medical Corporation, a Nevada corporation (the “Company”),
of the number of shares and warrants to acquire shares of the Company (such
shares and warrants, the “Interests”) indicated in Section 17
hereof.  This subscription is submitted
to the Company in accordance with and subject to the terms and conditions
described herein.  The signature of the
undersigned below constitutes the execution and submission of this Subscription
Agreement.  Upon execution and delivery
of this Agreement and receipt of the subscription price in full, the Company
will deliver to the undersigned three separate Warrants, each in the form attached
hereto as Exhibit A.  One-third of the warrants will be exercisable
at $0.34/share with a 1-year term, one-third of the warrants will be
exercisable at $0.375/share with a 2-year term, and one-third of the warrants
will be exercisable at $0.40/share with a 5-year term.


(b)           The undersigned
understands that this subscription is not binding on the Company until accepted
by the Company and agrees and represents that the Company reserves the right to
reject this subscription for any reason or no reason, in whole or in part, and
at any time prior to the acceptance thereof, notwithstanding prior receipt by
the undersigned of notice of receipt of the undersigned’s subscription.  In the event of rejection of this
subscription, the Purchase Price (defined below) will be promptly returned to
the undersigned, together with this Subscription Agreement, this Subscription
Agreement shall have no further force or effect, and the undersigned and the
Company shall have no further obligation to one another hereunder.


(c)           The Company will
provide you with “piggy back” registration rights on all 1933 Act registrations
of the Company pursuant to the Securities Act of 1933, as amended (the “1933
Act”) or any registration statements that the Company files in response to
the exercise of previously outstanding demand registration rights that do not
otherwise restrict the ability to include shares included in or underlying the
Interests.  Such piggy back registration
rights will also not be permitted for a registration on any form, including
relating to employee benefits plans and corporate reorganizations, that does
not permit secondary sales or does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of such securities. 
Registration rights will be governed by the Registration Rights
Agreement in the form attached as Exhibit B.  The undersigned expressly acknowledges



   
 









and agrees that since early 2006, the SEC staff has
been raising concerns regarding the availability of Rule 415 for resale shelf
registrations of privately placed securities, based primarily on Form S-3, Rule
415, the Manual of Publicly Available Telephone Interpretations, and other
guidance, and that such concerns have caused significant uncertainty regarding
the Company’s ability to register for resale all of the shares of common stock
subscribed for in this offering, including shares underlying the warrants
included in the Interests.  As such, the
undersigned expressly acknowledges and agrees that:


(i)            any registration
statement filed that includes any shares included in the Interests may not be
declared effective by the SEC as a result of the SEC’s interpretation of Rule
415, that the Company may be required to cut back or reduce the number of
shares so registered, and that the Company will only register such number of
shares as permitted by the SEC;


(ii)           if there are to be
reductions to the number of shares to be registered (whether as a result of
Rule 415 issues or as a result of preexisting rights of holders of registration
rights whose rights may not be diluted by those of the investors purchase
Interests in this offering), then all investors purchasing Interests in this
offering may, in the sole discretion of the Company, have their shares to be
registered reduced pro rata with all other investors in this offering;


(iii)          if there are to be
reductions to the number of shares registered, then the Company will use its
commercially reasonable efforts to prepare and file follow-on registrations to
the extent permitted by existing SEC guidance (e.g. the later of sale by the
undersigned of substantially all of the shares previously registered and six
months) or based on the ability to register shares without SEC objection;


(iv)          because any such reduction
or limitation is outside of the Company’s control, the undersigned will have no
right whatsoever to damages (liquidated or otherwise) for any failure of the
Company to register the undersigned’s shares timely, or at all, because of Rule
415 related delays or objections made by, or limitations imposed by, the SEC;
and


(v)           if a suit or action is
brought by any party under this Agreement against the Company for alleged
damages or loss resulting from Rule 415 related delays or objections made by,
or limitations imposed by, the SEC, then the Company will be entitled to its
attorneys fees and expenses incurred in responding to such suit or action.


(d)           The proceeds from this
sale of Interests will be applied toward expansion and working capital and
other general corporate purposes. However, the Company intends to sell no less
than $650,000 worth of Interests, up to a maximum of $860,000, subject to the
Company’s right to increase the offering by up to 450,000 shares, or 15% of the
proposed offering size.  If the minimum
offering is not achieved, then the offering will be terminated and all
subscriptions will be returned to you without interest.


(e)           The subscription price
must be delivered to Wells Fargo Bank, National Association, by wire transfer
of immediately available funds in United States Dollars, as follows:


Wells Fargo Bank, NA


ABA 121000248


BNF: Corporate Trust Clearing



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A/C 0001038377


Further credit: Corgenix
Medical Corp Escrow


A/C 22413900


2.             Amount
and Method of Payment.  The
undersigned encloses herewith the consideration (“Purchase Price”)
required to purchase the number of Interests subscribed for in Section 17
hereof.  Payment of the Purchase Price is
being made by delivery of cash, by wire transfer in accordance with
instructions to be provided by the Company or a check made payable to “Corgenix
Medical Corporation.”  The minimum
purchase is $50,000 for any purchase of the Interests.  However, the Company, in its sole discretion,
has authority to accept subscriptions for a lesser amount.


3.             Representations
and Warranties of the Undersigned. 
In order to induce the Company to accept this subscription, the
undersigned hereby acknowledges, represents and warrants to and covenants with
the Company that:


(a)           The undersigned
understands that an investment in the Interests is available only to “Accredited
Investors” as such term is defined in Regulation D of the 1933 Act.  The undersigned represents and warrants that
he/she/it is an “Accredited Investor,” and agrees that all statements,
representations and warranties of the undersigned contained in the Corgenix
Medical Corporation Investor Questionnaire are incorporated into this Agreement
by reference.


(b)           The undersigned
understands that the offering and sale of the Interests is intended to be
exempt from registration under the 1933 Act by virtue of Section 4(2) of
the Act and the provisions of Rule 506 of Regulation D promulgated thereunder
and, in accordance therewith and in furtherance thereof, the undersigned
represents and warrants to and agrees with the Company as follows:


(i)            The undersigned has
received the most recent Form 10-KSB, last 3 Forms 10-QSB, most recent annual
Proxy Statement, and all Forms 8-K filed since the date of the Company last
Form 10-QSB (the “Disclosure Materials”), has carefully reviewed them, the
exhibits attached thereto and referenced therein, understands the same, and has
not relied upon any information in making an investment decision hereunder
other than the information contained in the Disclosure Materials and information
otherwise provided to the undersigned in writing by, or on behalf of, the
Company relating to this investment;


(ii)           The undersigned
understands that all documents, records, and books pertaining to this
investment (including, without limitation, the Disclosure Materials and the
exhibits attached thereto) have been made available for inspection by the
undersigned and the undersigned’s attorney and/or accountant or other advisors
and the undersigned and its agents have utilized such access to the undersigned’s
satisfaction for the purpose of obtaining such information regarding the
Company as the undersigned has requested;


(iii)          The undersigned and/or
the undersigned’s advisor(s) have had a reasonable opportunity to ask questions
of and receive answers from a person or persons acting on behalf of the Company
concerning the offering of the Interests, and all such questions have been
answered to the full satisfaction of the undersigned;


(iv)          No oral or written
representations have been made or oral or written information furnished to the
undersigned or the undersigned’s advisor(s) in



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connection with the offering of the Interests that are
in any way inconsistent with the information stated in the Disclosure Materials;


(v)           The undersigned is not
subscribing for Interests as a result of, or subsequent to, any advertisement,
article, notice, or other communication published in any newspaper, magazine,
or similar media or broadcast over television or radio, or any seminar or
meeting whose attendees have been invited by any general solicitation or
general advertising, or any solicitation of a subscription by a person not
previously known to the undersigned in connection with investments in
securities generally;


(vi)          If the undersigned is a
natural person, the undersigned has reached the age of majority in the state in
which the undersigned resides, has adequate means of providing for the
undersigned’s current needs and personal contingencies, is able to bear the
substantial economic risks of an investment in the Interests for an indefinite
period of time, has no need for liquidity in such investment, and can afford a
complete loss of such investment;


(vii)         The undersigned, or
together with the undersigned’s advisor(s), has such knowledge and experience
in financial, tax, and business matters so as to enable the undersigned to
utilize the information made available to the undersigned in connection with
the offering of the Interests in order to evaluate the merits and risks of an
investment in the Interests and to make an informed investment decision with
respect thereto;


(viii)        The undersigned is not
relying on the Company with respect to the tax and other economic
considerations of the undersigned relating to an investment in the
Interests.  In regard to such considerations,
the undersigned has relied on the advice of, or has consulted with, only the
undersigned’s own advisors;


(ix)           The undersigned is
acquiring the Interests solely for the undersigned’s own account as principal,
for investment purposes only and not with a view to the resale or distribution
thereof, in whole or in part, and no other person has or will have a direct or
indirect beneficial interest in such Interests;


(x)            The undersigned will
not sell or otherwise transfer the Interests without registration under the
1933 Act or unless there is available an exemption therefrom and fully
understands and agrees that the undersigned must bear the economic risk of this
purchase for an indefinite period of time because, among other reasons, the
Interests have not been registered under the 1933 Act or under the securities
laws of any state and, therefore, cannot be resold, pledged, assigned, or
otherwise disposed of unless they are subsequently registered under the 1933
Act and under the applicable securities laws of such states or unless
exemptions from such registrations are available;


(xi)           The undersigned
certifies, under penalties of perjury, that the undersigned is not
subject to the backup withholding provisions of Section 3406(a)(i)(C) of
the Internal Revenue Code of 1986, as amended;


(xii)          The undersigned has
evaluated the merits and risks of investing in the Company and has determined
that such investment is a suitable long-term, high risk investment for the
undersigned, and is fully aware of the fact that anti-dilution mechanisms
contained in various options, warrants, and convertible promissory notes



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will cause the holders of such instruments to be able
to purchase or convert into more shares of common stock at more favorable
prices than is currently the case;


(xiii)         The undersigned understands
that he is investing in the Interests without being furnished any offering
literature or prospectus except the Disclosure Materials and that this
transaction has not been scrutinized by the Securities and Exchange Commission;
no foreign, federal, or state authority has made a finding or determination as
to the fairness for investment of the Disclosure Materials and no foreign,
federal or state authority has recommended or endorsed or will recommend or
endorse this offering;


(xiv)        The undersigned
understands that, unless he, she, or it notifies the Company in writing to the
contrary at or before the closing of the purchase of the Interests, all the
undersigned’s representations and warranties contained in the Subscription
Agreement will be deemed to have been reaffirmed and confirmed as of the
closing of the purchase of the Interests, taking into account all information
received by the undersigned;


(xv)         The undersigned
understands that estimates, projections, and other forward-looking statements
contained in the Disclosure Materials, by their nature, involve significant
elements of subjective judgment and analysis that may or may not be correct;
that there can be no assurance that such projections or goals will be attained;
and that the projections and estimates contained in the Disclosure Materials
should not be relied upon as a promise or representation of the future
performance of the Company; and


(xvi)        The undersigned has not
used any person as a “Purchaser Representative” within the meaning of SEC
Regulation D to represent him/her/it in determining whether to purchase the
Interests.


(c)           The undersigned
recognizes that an investment in the Interests involves a number of significant
risks that may result in the loss of the undersigned’s entire investment in the
Interests.


(d)           If the undersigned is a
corporation, partnership, trust, or other entity, it is authorized and
qualified to purchase the Interests, and the person executing this Subscription
Agreement on behalf of such entity has been duly authorized by such entity to
do so.


(e)           If the undersigned is a
corporation, a partnership, or a limited liability company, the person signing
this Subscription Agreement on its behalf hereby represents and warrants that
the information contained herein that has been completed by any shareholders of
such corporation, partners of such partnership, or members or managers of such
limited liability company is true and correct with respect to such
shareholders, partners, members, or managers (and if any such shareholder,
partner, member, or manager is itself a corporation, partnership, or limited
liability company, with respect to all persons having an interest in such
corporation, partnership. or limited liability company, whether directly or
indirectly), and that the person signing this Subscription Agreement has made
due inquiry to determine the truthfulness and accuracy of the information
contained herein.



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4.             Covenants
of the Investor.


(a)           The undersigned’s
trading activities with respect to shares of the Company’s common stock will be
in compliance with all applicable state and federal securities laws, rules and
regulations and rules and regulations of any public market on which the Company’s
common stock is listed.


(b)           The undersigned acknowledges
that (1) the common stock and warrants included in the Interests have not
been registered under the provisions of the 1933 Act, and may not be
transferred unless (A) subsequently registered thereunder or (B) the
undersigned shall have delivered to the Company an opinion of counsel,
reasonably satisfactory in form, scope and substance to the Company, to the
effect that the warrants and shares to be sold or transferred may be sold or
transferred pursuant to an exemption from such registration; and (2) any
sale of the warrants and shares made in reliance on Rule 144 promulgated under
the 1933 Act may be made only in accordance with the terms of said Rule and
further, if said Rule is not applicable, any resale of such securities under
circumstances in which the seller, or the person through whom the sale is made,
may be deemed to be an underwriter, as that term is used in the 1933 Act, may
require compliance with some other exemption under the 1933 Act or the rules
and regulations of the SEC thereunder.


(c)           The undersigned
acknowledges and agrees that the shares, the warrants, and, until such time as
the shares have been registered under the 1933 Act and sold in accordance with
an effective registration statement, certificates and other instruments representing
any of the shares, will bear a restrictive legend in substantially the
following form (and a stop-transfer order may be placed against transfer of any
such securities):


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST
THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS
(1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.”


5.             Representations
and Warranties of the Company.  In
order to induce the undersigned to subscribe for the Interests, the Company
hereby acknowledges, represents and warrants to and covenants with the
undersigned that:


(a)           As of the date of this
Agreement, the authorized capital stock of the Company consists of 100,000,000 shares
of common stock and 5,000,000 shares of preferred stock, of which approximately
14,483,342 shares of common stock are issued and outstanding and, giving effect
to notices of conversion presently pending, 1,222,800 shares of preferred stock
are issued and outstanding.  Following
the issuance by the Company of the Interests to all investors in this offering,
assuming the sale of $860,000 worth of Interests, approximately 17,933,342 shares
of common stock and 1,222,800 shares of preferred stock (which preferred stock would
be convertible into 4,891,200 shares of common stock) will be issued and
outstanding, plus options to purchase an aggregate of 2,080,600 shares of common
stock and warrants to purchase an aggregate of 37,682,793 shares of common
stock, plus convertible promissory notes convertible into up to 8,585,332
shares of common stock, based on the application of anti-dilution mechanisms
contained in the currently outstanding options, warrants, and convertible
promissory notes.  The undersigned
expressly acknowledges and agrees that anti-dilution mechanisms contained in
various options, warrants, and convertible promissory notes will cause the
holders of such instruments to be able to purchase or convert into more shares
of common stock at more favorable prices than is currently the case, and that
such adjustments are included in these figures.



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(b)           The Company
acknowledges that the Company is a publicly held company and has made available
to the undersigned copies of the Disclosure Materials.  The Company has registered its common stock
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, and
the common stock is quoted and traded on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. 
The Company has received no notice, either oral or written, with respect
to the continued quotation or trading of the common stock on the OTC Bulletin
Board.  The Company has not provided to
the undersigned any information that, according to applicable law, rule or
regulation, should have been disclosed publicly prior to the date hereof by the
Company, but which has not been so disclosed. 
As of their respective dates, the Disclosure Materials complied in all
material respects with the requirements of the Securities Exchange Act of 1934,
as amended, and rules and regulations of the SEC promulgated thereunder and the
Disclosure Materials did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.


(c)           Subject to the accuracy
of the undersigned’s representations in this Agreement, except as required pursuant
to the Registration Rights Agreement, the sale of the Interests by the Company
will not require registration under the 1933 Act.  The Company is issuing the Interests in
accordance with and in reliance upon the exemption from securities registration
afforded, inter alia, by Rule 506 under Regulation D as promulgated by the SEC
under the 1933 Act, and/or Section 4(2) of the 1933 Act; provided, however,
that certain filings and registrations may be required under state securities “blue
sky” laws depending upon the residency of the undersigned.


6.             Indemnification.  The undersigned agrees to indemnify and hold
harmless the Company, the Company’s directors, officers, employees, affiliates,
attorneys, and agents (including any broker, dealer, or placement agent), and
each person, if any, who “controls” the Company within the meaning of
Section 15 of the 1933 Act (each of the foregoing, an “Affiliate”),
against any and all loss, liability, claim, damage, and expense whatsoever
(including, but not limited to, any and all attorneys’ fees, costs, and
expenses reasonably incurred in investigating, preparing for, or defending
against any litigation commenced or threatened or any claim whatsoever)
(collectively, a “Loss”) arising out of, relating to, or based upon any false
representation or warranty or breach or failure by the undersigned to comply
with any covenant or agreement made by the undersigned herein or in any other
document furnished by the undersigned to any of the foregoing in connection
with the transaction described herein.  The
undersigned further agrees to indemnify the Company and any Affiliates and to
hold them harmless against all Loss arising out of or related to the sale or
distribution of the Interests by the undersigned in violation of the 1933 Act
or other applicable law.  The
indemnification obligations provided herein will survive the execution and
delivery of this Agreement, any investigation at any time made by the Company
and the issue and sale of Interests and will be in addition to any liability the
undersigned may have.  Notwithstanding
any provision of this Agreement, the undersigned does not waive any right
granted to it under any applicable state securities law.


7.             Modification.  Neither this Subscription Agreement nor any
provisions hereof shall be waived, modified, discharged, or terminated except
by an instrument in writing signed by the party against whom any such waiver,
modification, discharge, or termination is sought.


8.             Counterparts.  This Subscription Agreement may be executed
through the use of separate signature pages or in any number of counterparts,
and each of such counterparts shall, for all purposes, constitute one (1)
and the same agreement binding on all parties, notwithstanding that all parties
are not signatories to the same counterpart.



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9.             Entire
Agreement.  This Subscription
Agreement and the Investor Questionnaire contain the entire agreement of the
parties with respect to the subject matter hereof, and with respect to the
subject matter hereof there are no representations, covenants, or other
agreements except as stated or referred to herein.


10.           Severability.  Each provision of this Subscription Agreement
is intended to be severable from every other provision, and the invalidity or
illegality of any portion hereof shall not affect the validity or legality of
the remainder hereof.


11.           Assignability.  This Subscription Agreement is not
transferable or assignable by the undersigned except as may be provided herein.


12.           Binding
Effect.  The provisions of this Subscription
Agreement shall be binding upon and accrue to the benefit of the parties hereto
and their respective heirs, legal representatives, successors, and assigns.


13.           Notification
of Changes.  The undersigned hereby
convenants and agrees to notify the Company upon the occurrence of any event
prior to the closing of the purchase of the Interests pursuant to this
Subscription Agreement that would cause any representation, warranty, or
covenant of the undersigned contained in this Subscription Agreement to be
false or incorrect.


14.           Applicable
Law.  This Subscription Agreement
shall be governed by and construed in accordance with the laws of the State of
Colorado as applied to residents of that state executing contracts wholly to be
performed in that State.  Venue for any
action brought among the parties with respect to this Agreement or otherwise,
by way of a claim or counterclaim, must be in any state or federal court with
jurisdiction located in Denver, Colorado. 
The parties agree that in any such action, and on all issues, the
parties irrevocably waive their right to a trial by jury.


15.           Survival.  The representations, warranties, covenants
and agreements made herein will survive the Closing of the transaction
contemplated hereby.


16.           Expenses.  Each of the parties must pay all of its costs
and expenses (including attorney fees and other legal costs and expenses and
accountants’ fees and other accounting costs and expenses) incurred by that
party in connection with this Agreement and an investment in the Interests.


17.           Interests Subscribed
For.  (to be completed by
subscriber):


Number of
Interests subscribed for at $0.25 per Interest:                                


Amount of total cash or
check enclosed herewith: $                                *






*Please note the minimum
investment is $50,000 unless otherwise agreed to by the Company.  The price per Interest is calculated as the 20
trading day volume weighted average closing price per share of the Company’s
common stock as quoted on the OTCBB by the Company in its sole discretion,
absent manifest error.


Number of Warrants to be
issued:                                     
(i.e. 100% of the number of shares of common stock purchased)



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  Name(s) in which Interests
  are to be registered:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Tax I.D. #

  
	
   

  
	
   

  	
   

  
			



 


Form of joint
ownership (if applicable):




	
  Community Property

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tenants-in-Common

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Joint Tenants With Right of Survivorship

  	
   

  	
   

  
				






 


If the Interests hereby subscribed for are to be owned
by more than one (1) person in any manner, the undersigned understands and
agrees that all of the co-owners of such Interests must execute this
Subscription Agreement in order for this Subscription Agreement to be accepted.


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]



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IN WITNESS WHEREOF, the undersigned represent(s) that
the foregoing statements are true and correct and that he/she/it has (they
have) executed this Subscription Agreement this           
day of                ,
2007.


	
  

  	
   

  	
   

  	
   

  
	
  Please Print Name

  	
   

  	
  Signature of Subscriber

  
	
   

  	
   

  	
   

  	
   

  
	
  Please Print
  Name

  	
   

  	
  Signature of Co-Owner

  



 


	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


ACCEPTED:


Corgenix Medical
Corporation


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



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