Exhibit
4.4


PLACEMENT AGENT
AGREEMENT


June 14, 2007


Dear Sirs:


The undersigned, Corgenix
Medical Corporation, a Nevada corporation (the “Company”), hereby confirms its
agreement with Terra Nova Financial, LLC, an Illinois limited liability corporation
(the “Placement Agent”), as follows:


1.             Introduction.  The Company intends to offer for sale and
sell to a limited number of persons, each of whom (a) is an “accredited
investor” as defined in Rule 501 of Regulation D (“Regulation D”) under the
Securities Act of 1933, as amended (the “1933 Act”), and (b) meets the
standards that are set forth in the Private Placement Marketing materials dated
             (together
with any exhibits, cover letters, amendments and supplements thereto, the “Marketing
Materials”) under the caption “Investor Suitability” (“Investors”), $650,000 of
equity securities, or options, warrants, or rights to acquire equity securities
convertible into or exchangeable for equity securities (the “Securities”) of the
Company, pursuant to the terms of the Marketing Materials (the “Offering”), and
subject to the approval of the Company’s Board of Directors.  The Placement Agent may not be the Company’s
exclusive sales agent in connection with the Offering and the Company may make
sales directly to investors, engage other placement agents or may engage other
qualified broker-dealers (“Selected Dealers”) to assist in the Offering.


This Agreement sets forth the
understandings and agreements between the Company and the Placement Agent
whereby, subject to the terms and conditions herein contained, the Placement
Agent will solicit offers and obtain purchases for the Securities.


2.             Representations
and Warranties of the Company.  The
Company represents and warrants to, and agrees with, the Placement Agent that:


2.1.          No Registration of the Securities; Regulation D;
Compliance with Securities Laws.


2.1.1.       The Securities are
not required to be and have not and will not be registered with the Securities
and Exchange Commission (the “Commission”) pursuant to the 1933 Act, and the
rules and regulations promulgated thereunder in connection with the
Offering.  The Securities will be offered
and sold in reliance upon the exemption provided by Section 4(2) of the 1933
Act and Rule 506 of Regulation D.  The Company
has complied with and will comply with the requirements of Section 4(2) of the
1933 Act and Rule 506 of Regulation D in connection with the Offering.













2.1.2.       No registration
statement relating to the Securities has been filed under the securities laws
of any state, except as required to obtain exemptions from regulation of public
securities offerings.  The Securities
will be offered and sold in reliance upon applicable exemptions from
registration under the laws, regulations and policy statements of the Blue Sky
States (as defined in Section 4.3.1 hereof).


2.1.3.       For the purposes of
this Agreement, the term “Affiliate” means, when used with reference to a
specified person, (a) any person or entity directly or indirectly controlling,
controlled by or under common control with such specified person, and (b) any
officer, director or general partner of an entity referred to in clause
(a).  The term “control” shall mean the
power to direct the management and policies of a person, directly or through
one or more intermediaries, whether through the ownership of voting securities,
by contract, or otherwise.


2.2.          Organization; Good Standing of the Company.  The Company is a duly organized and validly
existing corporation in good standing under the laws of the State of Nevada
with full power and authority to acquire, own, lease and manage its properties
and assets and to conduct the business in which it is engaged, and is qualified
to do business and is in good standing as a foreign corporation in each
jurisdiction in which its ownership of property or the conduct of its business
requires such qualification, except such jurisdictions where the failure to so
qualify would not have a material adverse effect on its business, properties or
condition (financial or otherwise).


3.             Sales
of Securities.


3.1.          Agency.  On
the basis of the representations, warranties and covenants contained herein and
subject to the terms and conditions set forth herein, the Company hereby
appoints the Placement Agent as its non-exclusive agent for the period
beginning on the date of this Agreement and ending on August 31, 2007, subject
to extension by the Company (the “Offering Period”), subject to the earlier
termination in accordance with the terms hereof for the limited purpose of
soliciting subscriptions (the “Subscriptions”) from prospective investors.  On the basis of the representations,
warranties and covenants contained herein, and subject to the terms and
conditions set forth herein, the Placement Agent shall use its best efforts as
agent to obtain the Subscriptions.  In
connection therewith, the Placement Agent will not offer any Securities for
sale, or solicit any Subscription other than in accordance with the Offering.


3.2.          Termination Date. 
At the close of business on the last day of the Offering Period (the “Termination
Date”), the obligations of the Placement Agent hereunder to use its best
efforts as agent to obtain Subscriptions shall terminate.


3.3.          Price; Minimum Purchase.  The offering price and terms for each Security
shall be set forth in the Offering at the sole discretion of the Board of
Directors, and must not cause any default, event of default, etc. under any of
the Company’s currently operative agreements with 



 2
 









respect to any note or preferred stock.  The minimum purchase requirement for an
Investor shall be set forth in the Offering, subject to waiver by the Board of
Directors.  For the avoidance of doubt,
the Company will have no obligation to issue any Security unless the terms,
conditions, timing and all other aspects of any Offering are acceptable to the
Board of Directors in its sole discretion.


3.4.          Acceptance of Subscriptions.  No Subscription shall be effective unless
accepted by the Company.  Securities
Purchase Agreements must be executed by Investors.  The Securities shall be offered subject to
prior sale.  The Company retains the
unconditional right to reject any Subscription in whole or in part; in such
event, the funds delivered by the Investor thereunder with respect to such
Subscription shall be returned to such Investor as promptly as practicable, and
in such event, no interest on such funds shall be paid to such Investor.


3.5.          Initial Closing Date.  If the Securities Purchase Agreements for Securities
has been received and accepted on or before the Termination Date (the “Initial
Closing Date”), the Placement Agent will deliver to the Company immediately
available funds in an amount equal to the amount so subscribed for on the
Initial Closing Date, except for the commissions and fees payable to the
Placement Agent calculated in accordance with Section 3.7 hereof with respect
to the aggregate amount of all Securities purchased and paid for at the Initial
Closing Date.


3.6.          Additional
Closing Dates.  If, after the Initial
Closing Date and on or before the Termination Date, additional sales of Securities
are made and Securities Purchase Agreements are accepted by the Company, on
each such date or dates and at such times and places as are determined by the
Company (which determinations shall be subject to the satisfaction on each such
date of the conditions contained herein) (“Additional Closing Dates”), the
Placement Agent will deliver to the Company immediately available funds in an
amount equal to the amount so subscribed for on such Additional Closing Date,
except for the commissions and fees payable to the Placement Agent calculated
in accordance with Section 3.8 hereof with respect to the aggregate amount of
all Securities purchased and paid for on each such Additional Closing
Date.  The last Additional Closing Date shall
not be later than five business days following the Termination Date unless
extended by mutual agreement of the Placement Agent and the Company.  The Additional Closing Dates and the Initial
Closing Date are herein referred to collectively as the “Closing Dates.”  The last Additional Closing Date shall be
referred to as the “Final Closing Date.”


3.7           Selected
Dealers.  The Company may, in its
sole discretion, engage Selected Dealers, who are members of the National
Association of Securities Dealers, Inc. in connection with the Offering, on
such basis and for such compensation as it may determine.


3.8.          Placement
Fee.  In consideration for the
Placement Agent’s execution of this Agreement and for the performance of its
obligations hereunder, the Placement Agent shall receive from the Company on
each of the Closing Dates and at additional times as set forth in Section 3.9 a
placement fee equal to seven percent (7%) of the aggregate offering price of
all 



 3
 









Securities sold on such Closing Date and within the twelve
(12) month period following the Termination Date (if any post Termination Date
sales are made to investors located by the Placement Agent prior to the
Termination Date and made known to the Company in writing only by Placement
Agent’s efforts prior to the Termination Date). 
The Company shall also allocate and grant to Placement Agent warrants to
purchase stock in the Company at the offering price.  The number of warrants, and the warrant
price, shall be based upon: (i) the valuation of the Company’s stock at the
time of the closing of the transaction, and (ii) an aggregate value equal to seven
percent (7%) of the total amount of funds raised for the Company by Placement
Agent through the twelve (12) month period following the Termination Date.


3.9.          Additional
Fees. In the event that any individual investor purchasing Securities from the
Company shall purchase additional Securities from the Company or holds debt in
the Company within twelve (12) months from the Termination Date, the Company
will pay to Placement Agent any and all fees owed pursuant to Section 3.8.


3.10.        The
Company To Pay Certain Fees and Expenses. 
The Company shall bear all of its own costs and expenses in connection
with the transactions contemplated hereby, including, but not limited to,
expenses (i) for consulting, legal, financial, printing, auditing, and
accounting services related to the Offering, (ii) in connection with the
Company’s responsibilities under Section 4.3 hereof (regarding blue sky
qualification) and (iii) for engraving, issuance, transfer and delivery
(including payment of any applicable transfer tax) of certificates evidencing
the Securities.  The Company will, upon
request, reimburse the Placement Agent for all reasonable out-of-pocket costs
and expenses incurred by Placement Agent in performing its obligations under
this Agreement, which costs and expenses shall include, but not be limited to,
travel expenses, expenses incurred in performing due diligence in connection
with transactions, legal expenses, and all other expenses reasonably incurred
by Placement Agent in performing its obligations under this Agreement;
provided, however, that Placement Agent shall obtain the prior approval of the
Company for any single expenditure in excess of $10,000.  In seeking reimbursement for expenses,
Placement Agent shall provide to the Company a written statement or statements
detailing expenses for which reimbursement is sought and, upon request, by the
Company, shall provide copies of invoices and other documentation supporting
such expenses.  Reimbursable expenses
shall by payable by the Company within ten (10) days of receipt by the Company
of such written statement or, if requested by the Company, copies of supporting
documentation.  In addition, the Company
shall be responsible for (i) the costs and fees associated with the filing of
the offering materials with the NASD (including all required COBRADesk fees)
and (ii) legal fees incurred by Placement Agent in connection with the
COBRADesk filings.  Such amounts shall
come from the proceeds received in the Offering and shall be paid at the
initial closing of the Offering.


3.11         Right
of First Refusal on Subsequent Offering. 
Subject to the rights of various investors pursuant to certain
Securities Purchase Agreements dated May 19, 2005 and December 28, 2005 with Barron
Partners, LLP, Truk International Fund, LP, Truk Opportunity Fund, LLC and
CAMOFI Master LDC (f/k/a DCOFI Master LDC): 
In consideration for Placement Agent’s successfully raising $650,000 of
funds in connection with the Offering, the Company will 



 4
 









provide Placement Agent with the right of first
refusal to serve as the exclusive representative to the Company for a future
offering whether a private placement (common, preferred, or convertible equity,
or debt securities) or a registered secondary offering, subsequent to the
private placement contemplated under this Agreement, in the approximate amount
of $3.0 to $4.0 million.  “Successfully
raising $650,000 of funds” by Placement Agent, as contemplated under this Section,
shall be defined as Placement Agent obtaining Subscriptions for a minimum of 90%
of the $650,000 of funds to be raised (at least $585,000) in connection with
the Offering by Placement Agent.  The
Company shall extend the right of first refusal to Placement Agent for a period
of twelve (12) months following the date that the Company has received at least
the $585,000 in cash funds noted above from the Offering under this Agreement.


4.             Covenants
of the Company.  The Company covenants
and agrees with the Placement Agent as follows:


4.1.          Preparation of Marketing Materials.  The Company will prepare the Marketing Materials,
including but not limited to the Offering, most recent Proxy, Forms 10-QSB and
Form 10-KSB, recent press releases, power point, and a company profile/fact
sheet.


4.2.          Delivery of Marketing Materials and Other Documents.  The Company will deliver to the Placement
Agent, as soon as practicable, such reasonable number of copies of the Marketing
Materials as the Placement Agent may reasonably request for purposes
contemplated herein.  The Company will
also deliver to the Placement Agent, as soon as practicable, such numbers of
copies of the Subscription Agreement and Confidential Purchaser Questionnaire
(natural persons).as the Placement Agent may reasonably request.


4.3.          Blue Sky Qualification.


4.3.1.       At or prior to the
beginning of the Offering Period, the Company shall use its best efforts to
qualify or register for sale the Securities or to seek an exemption of the Securities
from qualification or registration, for offering and sale under the laws of
such jurisdictions in the United States as the Company reasonably may determine
(the “Blue Sky States”), with the number of Securities to be so qualified in
each such jurisdiction being as determined by the Company and thereafter to
maintain such qualification in effect until the Termination Date.


4.3.2.       The Company shall
have the responsibility for the filing of material in connection with the
offering and sale of the Securities to qualify the Securities or to establish
an exemption from qualification for the Securities with the proper authorities
in the Blue Sky States.  The Placement
Agent will cooperate with the Company in making such filings or obtaining such qualifications.  The Placement Agent will furnish to the
Company all information pertaining to the Placement Agent reasonably requested
by the Company to comply with the laws and regulations of the Blue Sky
States.  Any materials so furnished 



 5
 









will not contain any misstatement of a material fact or omit to state
any material fact necessary to make any statement of fact contained therein not
misleading.


4.4.          Distribution of Additional Information.  Subject to the Company’s right to require
confidential treatment by Investors of its proprietary information, the Company
will, during the Offering Period, make available to each prospective Investor,
and any individual advising such Investor, all information required to be
furnished by Regulation D and applicable state securities laws pertaining to the
Company and the Offering, and will give such prospective Investor and any
person advising such prospective Investor the opportunity to ask questions and
receive answers concerning the Company and the Offering and to obtain any
additional information, to the extent such information is in the possession of the
Company or can be acquired without unreasonable effort or expense, as is
necessary to verify the accuracy of the information contained in the Marketing Materials.


5.             Representations,
Warranties and Covenants of Placement Agent.  The Placement Agent represents and warrants
to, and covenants with the Company that:


5.1.          Solicitation
of Investors.


5.1.1.       The Placement Agent
shall use its best efforts to locate a limited number of Investors who desire the
opportunity to purchase Securities pursuant to the Offering.  So far as is under the Placement Agent’s
control, the offer and sale of Securities shall be made in reliance upon the
exemption from the registration requirements of Section 5 of the 1933 Act
provided by Regulation D and other administrative rules and regulations
interpreting Section 4(2) of the 1933 Act, and the exemptive provisions of
applicable state securities laws.


5.1.2.       The Placement Agent
shall provide a copy of the Marketing Materials to each Investor prior to
soliciting any offers to subscribe for or offers to purchase any Securities.  The Placement Agent is not authorized to and
shall not give any information or make any representations other than as
contained in the Offering.  The Placement
Agent will only provide copies of the Marketing Materials to the Investors
listed in writing in a letter to the Company and its counsel by name, address
and Marketing Materials copy number.


5.1.3.       Before offering the Securities
for sale to any Investor, the Placement Agent shall have reasonable grounds to
believe and will believe that the Investor (a) meets the standards which are
set forth in the Offering summary under the caption “Investor Suitability”, (b)
information contained in the Subscription Agreement and Stock Purchase
Agreement relating to such Investor is true and correct in all material
respects, and (c) will be acquiring the Securities for his own account and not
for the account of, or on behalf of, other persons.



 6
 









5.1.4.       The Placement Agent
shall not offer or sell the Securities by means or form of general solicitation
or advertising within the meaning of Rule 502(c) of Regulation D, including,
but not limited to:  (a) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar news medium or broadcast over television or
radio, and (b) any seminar or meeting whose attendees have been invited by any
general solicitation or general advertising.


5.1.5.       The Placement Agent
shall solicit purchases of Securities only in states in which the Placement
Agent has been advised by counsel for the Company that such solicitation can be
made and in which the Placement Agent is qualified to so act, and such
solicitations shall be made subject to any conditions set forth by such
counsel.  The participation and
acceptance of compensation by the Placement Agent or its Affiliates in
connection with the sale of the Securities shall not result in a violation of
Section 4(2) of the 1933 Act, Regulation D or any state securities laws.


5.1.6        The Placement Agent
shall control the distribution of copies of the Marketing Materials in
accordance with applicable state and federal securities laws.


5.2           Information with Respect to Potential Investors.  The Placement Agent shall make available to the
Company and its counsel such information in the Placement Agent’s possession as
the Company may reasonably request with respect to the knowledge and experience
in financial and business matters of each Investor and its representative, if
any, the ability of the Investor to bear the economic risk of an investment in
the Securities, and its knowledge and experience in financial and business
matters.  Moreover, the Placement Agent
shall not submit any executed Securities Purchase Agreement to the Company for
consideration unless, after making reasonable inquiry, the Placement Agent
shall have reasonable grounds to believe and shall believe that the Investor
meets the standards that are set forth in the Offering under the caption “Investor
Suitability”.


5.3           Amendments to Marketing Materials.  Until the end of the Offering Period, if any
event affecting the Offering or the Company shall occur which should be set
forth in a supplement or amendment to the Marketing Materials, the Placement Agent
agrees, upon receipt of such supplement or amendment from the Company, to
distribute such supplement or amendment to each person who has previously
received a copy of the Marketing Materials from the Placement Agent and who
continues to be interested in the Offering, unless the Company shall have
advised the Placement Agent that Securities will not be sold to such
person.  The Placement Agent further
agrees to include such supplement or amendment in all subsequent deliveries of
the Marketing Materials.


5.4           Broker-Dealer. 
The Placement Agent is a broker-dealer registered with the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and in each state in which each Investor resides and is a
member in good standing of the National Association of Securities Dealers,
Inc.  Each agent of the Placement Agent
is a 



 7
 









registered representative under the Exchange Act and
in each state in which each Investor resides, as applicable.


5.5           IRA Sales. 
Each purchase of Securities by an individual retirement account shall be
made in accordance with such procedures and shall be accompanied by such
documentation as the Placement Agent shall have established for such
circumstances.


5.6           Public Disclosure. 
The Placement Agent shall not disclose to anyone (other than the
Investors) that it has served as a placement agent in this transaction or any
other transaction with the Company, the terms of this Agreement, the contents
of the Marketing Materials or any other information it has received in
connection with the Offering, except with the prior written consent of the
Company.


6.             Conditions
Precedent to Placement Agent’s Obligations. 
The obligations of the Placement Agent hereunder shall be subject to the
continued accuracy throughout the Offering Period of the representations,
warranties and agreements of the Company, and to the performance by the Company
in all respects of its obligations hereunder.


7.             Conditions
Precedent to the Company’s Obligations. 
The obligations of the Company to continue the Placement Agent’s
engagement pursuant to this Agreement shall be subject to the accuracy in all
material respects, as of the date hereof and through each Closing Date, of the
representations, warranties and agreements of the Placement Agent, and to the
performance by the Placement Agent in all respects of its obligations
hereunder.


8.             Representations,
Warranties, Covenants and Agreements to Survive.  Except as the context otherwise requires, all
representations, warranties, any agreements made in Section 2 hereof, covenants
and agreements contained in this Agreement (including but not limited to
Section 3.11 and Section 9.2) shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of the Placement
Agent, the Company, or by any controlling person of either, and shall survive
the Termination Date.


9.                                     Indemnification.


9.1           Indemnification by Placement Agent.  The Placement Agent agrees to indemnify and
hold harmless the Company (and each other person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act, each officer of the Company
who signs a registration statement and each director of the Company) from and
against any losses, claims, damages, judgments, liabilities, expenses, or costs
(and all actions in respect thereof and any legal or other expenses in giving
testimony or furnishing documents in response to a subpoena or otherwise),
including the cost of investigating, preparing for, or defending any such action
or claim, whether or not in connection with litigation to which the Company (or
any such officer, director or controlling person) may become subject (under the
1933 Act or otherwise), insofar as such losses, claims, 



 8
 









damages or liabilities (or actions or proceedings in
respect thereof) arise out of, or are based upon, any failure of the Placement
Agent to comply with its covenants and agreements contained herein or any
misrepresentation herein and the Placement Agent promptly will reimburse the Company
(or such officer, director or controlling person), as the case may be, for any
legal or other expenses reasonably incurred in investigating, defending or
preparing to defend any such action, proceeding or claim.


9.2           Indemnification by the Company.  The Company agrees to indemnify and hold
harmless the Placement Agent together with its affiliates, directors, officers,
agents, and employees (“Indemnified Person”) from and against any losses,
claims, damages, judgments, liabilities, expenses, or costs (and all actions in
respect thereof and any legal or other expenses in giving testimony or
furnishing documents in response to a subpoena or otherwise), including the
cost of investigating, preparing for, or defending any such action or claim,
whether or not in connection with litigation to which the Indemnified Person may
become subject (under the 1933 Act or otherwise), insofar as such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
arise out of, or are based upon, any failure of the Company to comply with its
covenants and agreements contained herein or any misrepresentation herein or
otherwise arising out of the Company’s acts or omissions and the Company
promptly will reimburse the Placement Agent for any legal or other expenses
reasonably incurred in investigating, defending or preparing to defend any such
action, proceeding or claim.


9.3           Indemnification Procedure.  Promptly after receipt by any indemnified
person of a notice of a claim or the beginning of any action in respect of
which indemnity is to be sought against an indemnifying person pursuant to
Section 9.1 or 9.2, such indemnified person shall notify the indemnifying
person in writing of such claim or of the commencement of such action, and,
subject to the provisions hereinafter stated, in case any such action shall be
brought against an indemnified person, such indemnifying person shall be
entitled to participate therein, and, to the extent it shall wish, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
person.  After notice from the
indemnifying person to such indemnified person of its election to assume the
defense thereof, such indemnifying person shall not be liable to such indemnified
person for any legal expenses subsequently incurred by such indemnified person
in connection with the defense thereof, provided, however, that if there exists
or shall exist an actual or potential conflict of interest that would make it
inappropriate, in the opinion of counsel to the indemnified person, for the
same counsel to represent both the indemnified person and such indemnifying
person or any affiliate or associate thereof, the indemnified person shall be
entitled to retain its own counsel at the expense of such indemnifying person;
provided, however, that no indemnifying person shall be responsible for the
fees and expenses of more than one separate counsel for all indemnified
parties.


10.           Effective
Date and Termination of Agreement.


10.1         Effective Date. 
This Agreement shall become effective as of the date of execution 



 9
 









hereof.


10.2         Failure to Fulfill Conditions.  In the event that either party fails to
fulfill (the “Non-Fulfilling Party”) any of the conditions precedent to the
performance of the obligations of the other party (the “Other Party”), the
Other Party shall elect to either (a) waive such unfulfilled condition or
conditions and consummate the transaction which is the subject hereof, in which
event no claim may be asserted against the Non-Fulfilling Party by reason of
the matters which were the subject of such conditions, or (b) terminate this
Agreement as provided below.


10.3         Termination. 
Either party may terminate this Agreement at any time for any reason,
without any further obligation to the non-terminating party; provided, however,
that: (a) no such termination will affect Placement Agent’s right to expense
reimbursement under Section 3.10 and (b) no such termination will affect
Placement Agent’s right to fees under Section 3.8 if the Company consummates a
private placement within twelve (12) months following such termination (if
any post Termination Date sales are made to investors located by the Placement
Agent prior to the Termination Date and made known to the Company in writing only
by Placement Agent’s efforts prior to the Termination Date).


11.           Notices.


11.1         Method and Location of Notices.  Any notice, reply or other communication
required or permitted by this Agreement, except as herein otherwise
specifically provided, shall be in writing and (i) if sent to the Placement
Agent, shall be mailed, delivered or telecopied and confirmed to Ed McClendon,
Terra Nova Financial, L.L.C., 100 S. Wacker, Suite 1550, Chicago, IL 60606 and
(ii) if sent to the Company, shall be mailed, delivered or telecopied and
confirmed to Bill Critchfield, Corgenix Medical Corporation, 11575 Main Street,
Suite 400,  Broomfield, CO 80020.  Any party may change its address for notice
by giving notice of its new address to the other parties in the manner
specified above.


11.2         Time of Notices. 
Notice shall be deemed to be given by the Placement Agent to the Company
or by the Company to the Placement Agent (i) if by personal delivery, on the
date of such delivery, (ii) if by telecopy, on the date of transmission, and
(iii) if mailed, three days after delivery to the mails, postage prepaid,
registered mail, return receipt requested, to the addresses provided in Section
12.1 hereof.


12.           Miscellaneous.


12.1         Confidentiality. 
The Placement Agent agrees and acknowledges that certain information
furnished by the Company pursuant to the Placement Agent’s requests may be of a
proprietary nature and that any information provided by the Company shall be
kept confidential and shall not be disclosed to any third party without the
prior approval of the Company except as may otherwise be required by law or
court order.



 10
 









12.2         Parties.  This
Agreement shall inure solely to the benefit of and shall be binding upon the
Placement Agent, the Company and their respective successors, legal
representatives and assigns, and no other person shall have or be construed to
have a legal or equitable right, remedy or claim under or in respect of or by
virtue of this Agreement or any provision herein contained.


12.3         Construction. 
This Agreement shall be construed in accordance with the laws of the
State of Illinois, without giving effect to the principles thereof relating to
the conflict of laws.


12.4         Descriptive Heading; Defined Terms.  The descriptive headings of the several
sections and paragraphs of this Agreement are inserted for convenience only and
do not constitute a part of this Agreement. 
Capitalized terms not otherwise defined in this Agreement shall have the
respective meanings set forth in the Marketing Materials.


12.5         Counterparts. 
This Agreement may be executed in one or more counterparts, and, if
executed in more than one counterpart, the executed counterparts shall together
constitute a single instrument.


12.6         Entire Agreement; Written Waivers.  This Agreement constitutes the entire
agreement of the parties and supersedes all prior written or oral and all
contemporaneous oral agreements, understandings and negotiations between the
parties with respect to the subject matter hereof.  Neither the Company nor the Placement Agent
has relied on any written or oral representations or inducements, other than
those which are set forth in this Agreement in executing and delivering this
Agreement.  No waiver, alteration or
modification of any of the provisions hereof shall be binding unless it is in
writing and signed by each of the parties hereto.


12.7         Severability. 
If any of the provisions of this Agreement are rendered or declared
illegal by reason of any existing or subsequently enacted legislation or by
decree of a court of last resort, the remaining provisions of the Agreement
shall remain in full force and effect.


12.8         Headings.  The
headings and captions of this Agreement are inserted for convenience of
reference only and shall not be deemed a part hereof or used in the
construction or interpretation hereof.



 11
 









If the foregoing correctly sets
forth the understanding between the Placement Agent and the Company, please so
indicate in the space provided below for that purpose, whereupon this letter
shall constitute a binding agreement among the parties.


	
  

  	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AGREED AND ACCEPTED:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corgenix Medical Corporation

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 



 12