Exhibit 4.1


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES 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
1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT.






 


Corgenix
Medical Corporation


FORM
OF COMMON STOCK PURCHASE WARRANT “[A, B or C]”

July 2007


	
  Number of Shares:

  	
  Holder:

  
	
  Original Issue Date:

  	
  Address:

  
	
  Expiration Date:

  	
   

  
	
  Exercise Price per Share: $

  	
  Tel:

  

  Fax:

  



 


Corgenix Medical Corporation a company organized and
existing under the laws of the State of Nevada (the “Company”),
hereby certifies that, for value received, [Name of Holder],
or its registered assigns (the “Warrant Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company
up to              
shares (as adjusted from time to time as provided in Section 6,
the “Warrant Shares”) of common stock,
$.001 par value (the “Common Stock”),
of the Company at a price of [Insert Price]  ($0.    ) per Warrant
Share (as adjusted from time to time as provided in Section 6, the “Exercise Price”), at any time and
from time to time from and after the date thereof and through and including
5:00 p.m.  Mountain Time on July      ,
20    (the “Expiration Date”), and subject to the following
terms and conditions:


1.             Registration
of Warrant.  The Company
shall register this Warrant upon records to be maintained by the Company for
that purpose (the “Warrant Register”),
in the name of the record Warrant Holder hereof from time to time.













2.             Investment
Representation.  The
Warrant Holder by accepting this Warrant represents that the Warrant Holder is
acquiring this Warrant for its own account or the account of an affiliate for
investment purposes and not with the view to any offering or distribution and
that the Warrant Holder will not sell or otherwise dispose of this Warrant or
the underlying Warrant Shares in violation of applicable securities laws.  The Warrant Holder acknowledges that the
certificates representing any Warrant Shares will bear a legend indicating that
they have not been registered under the United States Securities Act of 1933,
as amended (the “1933 Act”)
and may not be sold by the Warrant Holder except pursuant to an effective
registration statement or pursuant to an exemption from registration
requirements of the 1933 Act and in accordance with federal and state
securities laws.


3.             Validity
of Warrant and Issue of Shares.  
The Company represents and warrants that this Warrant has been duly
authorized and validly issued.


4.             Registration
of Transfers and Exchange of Warrants.


(a)           Subject to compliance
with the legend set forth on the face of this Warrant, the Company shall
register the transfer of any portion of this Warrant in the Warrant Register,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company at the office specified in or pursuant to
Section 10.  Upon any such
registration or transfer, a new warrant to purchase Common Stock, in
substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the
portion of this Warrant so transferred shall be issued to the transferee and a
New Warrant evidencing the remaining portion of this Warrant not so
transferred, if any, shall be issued to the transferring Warrant Holder.  The acceptance of the New Warrant by the
transferee thereof shall be deemed the acceptance of such transferee of all of
the rights and obligations of a Warrant Holder of a Warrant.


(b)           This Warrant is
exchangeable, upon the surrender hereof by the Warrant Holder to the office of
the Company specified in or pursuant to Section 10 for one or more New
Warrants, evidencing in the aggregate the right to purchase the number of
Warrant Shares which may then be purchased hereunder.  Any such New Warrant will be dated the date of
such exchange.


5.             Exercise
of Warrants.


(a)           Upon surrender of this
Warrant with the Form of Election to Purchase attached hereto duly completed
and signed to the Company, at its address set forth in Section 10, and
upon payment and delivery of the Exercise Price per Warrant Share multiplied by
the number of Warrant Shares that the Warrant Holder intends to purchase
hereunder, in lawful money of the United States of America, in cash or by
certified or official bank check or checks, to the Company, all as specified by
the Warrant Holder in the Form of Election to Purchase, the Company shall
promptly issue or cause to be issued and cause to be delivered to or upon the
written order of the Warrant Holder and in such name or names as the Warrant
Holder may designate (subject to the restrictions on transfer described in the
legend set forth on the face of this Warrant), a certificate for the Warrant
Shares issuable upon such exercise, with such restrictive legend as required by
the 1933 Act.  Any person so designated
by the Warrant Holder



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to receive Warrant Shares shall be deemed to have
become holder of record of such Warrant Shares as of the Date of Exercise of
this Warrant.


(b)           A “Date of Exercise”
means the date on which the Company shall have received (i) this Warrant
(or any New Warrant, as applicable), with the Form of Election to Purchase
attached hereto (or attached to such New Warrant) appropriately completed and
duly signed, and (ii) payment of the Exercise Price for the number of
Warrant Shares so indicated by the Warrant Holder to be purchased.


(c)           This Warrant shall be
exercisable at any time and from time to time for such number of Warrant Shares
as is indicated in the attached Form of Election To Purchase.  If less than all of the Warrant Shares which
may be purchased under this Warrant are exercised at any time, the Company
shall issue or cause to be issued, at its expense, a New Warrant evidencing the
right to purchase the remaining number of Warrant Shares for which no exercise
has been evidenced by this Warrant.


6.             Adjustment
of Exercise Price and Number of Shares.  The character of the shares of stock or other
securities at the time issuable upon exercise of this Warrant and the Exercise
Price therefore, are subject to adjustment upon the occurrence of the following
events, and all such adjustments shall be cumulative:


(a)           Adjustment
for Stock Splits, Stock Dividends, Recapitalizations, Etc.  The Exercise Price of this Warrant and the
number of shares of Common Stock or other securities at the time issuable upon
exercise of this Warrant shall be appropriately adjusted to reflect any stock
dividend, stock split, combination of shares, reclassification,
recapitalization or other similar event affecting the number of outstanding
shares of stock or securities.


(b)           Adjustment
for Reorganization, Consolidation, Merger, Etc.  In case of any consolidation or merger of the
Company with or into any other corporation, entity or person, or any other
corporate reorganization, in which the Company shall not be the continuing or
surviving entity of such consolidation, merger or reorganization (any such
transaction being hereinafter referred to as a “Reorganization”),
then, in each case, the holder of this Warrant, on exercise hereof at any time
after the consummation or effective date of such Reorganization (the “Effective Date”), shall receive, in
lieu of the shares of stock or other securities at any time issuable upon the
exercise of the Warrant issuable on such exercise prior to the Effective Date,
the stock and other securities and property (including cash) to which such
holder would have been entitled upon the Effective Date if such holder had
exercised this Warrant immediately prior thereto (all subject to further adjustment
as provided in this Warrant).


(c)           Certificate
as to Adjustments.  In case of
any adjustment or readjustment in the price or kind of securities issuable on
the exercise of this Warrant, the Company will promptly give written notice
thereof to the holder of this Warrant in the form of a certificate, certified
and confirmed by the Board of Directors of the Company, setting forth such
adjustment or readjustment and showing in reasonable detail the facts upon
which such adjustment or readjustment is based.



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7.             Fractional
Shares.  The Company shall
not be required to issue or cause to be issued fractional Warrant Shares on the
exercise of this Warrant.  The number of
full Warrant Shares that shall be issuable upon the exercise of this Warrant
shall be computed on the basis of the aggregate number of Warrants Shares
purchasable on exercise of this Warrant so presented.  If any fraction of a Warrant Share would,
except for the provisions of this Section 7, be issuable on the exercise
of this Warrant, the Company shall, at its option, (i) pay an amount in
cash equal to the Exercise Price multiplied by such fraction or (ii) round
the number of Warrant Shares issuable up or down, as applicable, to the next
whole number.


8.             Sale or
Merger of the Company. 
Upon a Change in Control, the Warrant Holder will have the right to
exercise this Warrant concurrently with such Change in Control event.  For purposes of this Warrant, the term “Change
in Control” shall mean a consolidation or merger of the Company with or into
another company or entity in which the Company is not the surviving entity or
the sale of all or substantially all of the assets of the Company to another
company or entity not controlled by the then existing shareholders of the
Company in a transaction or series of transactions.


9.             Issuance
of Substitute Warrant.  In
the event of a merger, consolidation, recapitalization or reorganization of the
Company or a reclassification of Company shares of stock, which results in an
adjustment to the number of shares subject to this Warrant and/or the Exercise
Price hereunder, the Company agrees to issue to the Warrant Holder a substitute
Warrant reflecting the adjusted number of shares and/or Exercise Price upon the
surrender of this Warrant to the Company.


10.           Notice.  All notices and other communications
hereunder shall be in writing and shall be deemed to have been given
(i) on the date they are delivered if delivered in person; (ii) on
the date initially received if delivered by facsimile transmission followed by
registered or certified mail confirmation; (iii) on the date delivered by
an overnight courier service; or (iv) on the third business day after it
is mailed by registered or certified mail, return receipt requested with
postage and other fees prepaid as follows:


If to the Company:


Corgenix Medical
Corporation


11575 Main Street, Suite
400


Broomfield, Colorado
80020


Attention: Chief
Financial Officer


Facsimile: (303) 453-8958



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  If to the Warrant Holder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention: 

  	
   

  	
   

  
	
   

  	
  Facsimile: 

  	
   

  	
   

  



 


11.           Miscellaneous.


(a)           This Warrant shall be
binding on and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.  This
Warrant may be amended only by a writing signed by the Company and the Warrant
Holder.


(b)           Nothing in this Warrant
shall be construed to give to any person or corporation other than the Company
and the Warrant Holder any legal or equitable right, remedy or cause of action
under this Warrant; this Warrant shall be for the sole and exclusive benefit of
the Company and the Warrant Holder.


(c)           This Warrant shall be
governed by, construed and enforced in accordance with the internal laws of the
State of Colorado, without regard to the principles of conflicts of law
thereof.


(d)           The headings herein are
for convenience only, do not constitute a part of this Warrant and shall not be
deemed to limit or affect any of the provisions hereof.


(e)           In case any one or more
of the provisions of this Warrant shall be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Warrant shall not in any way be affected or impaired thereby and the
parties will attempt in good faith to agree upon a valid and enforceable
provision which shall be a commercially reasonably substitute therefore, and
upon so agreeing, shall incorporate such substitute provision in this Warrant.


(f)            The Warrant Holder
shall not, by virtue hereof, be entitled to any voting or other rights of a
shareholder of the Company, either at law or equity, and the rights of the
Warrant Holder are limited to those expressed in this Warrant.


[SIGNATURES
ON FOLLOWING PAGE]



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IN WITNESS WHEREOF, the Company has caused this
Warrant to be duly executed by the authorized officer as of the date first
above stated.


CORGENIX MEDICAL
CORPORATION, a Nevada corporation


	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Douglass T. Simpson

  	
   

  
	
  Its:

  	
  Chief Executive Officer

  	
   

  
					



 



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FORM
OF ELECTION TO PURCHASE


(To be executed by the Warrant Holder to exercise the
right to purchase shares of Common Stock under the foregoing Warrant)


To:  Corgenix Medical Corporation:


In accordance with the Warrant enclosed with this Form
of Election to Purchase, the undersigned hereby irrevocably elects to purchase                   
shares of Common Stock (“Common Stock”), $.001 par value, of Corgenix Medical
Corporation and encloses the warrant and $      
for each Warrant Share being purchased or an aggregate of $                  
in cash or certified or official bank check or checks, which sum represents the
aggregate Exercise Price (as defined in the Warrant) together with any
applicable taxes payable by the undersigned pursuant to the Warrant.


The undersigned requests
that certificates for the shares of Common Stock issuable upon this exercise be
issued in the name of:


	
  

  
	
   

  
	
   

  
	
  (Please print name and address)

  



 


	
  

  
	
  (Please insert Social Security or Tax
  Identification Number)

  



 


If the number of shares of Common Stock issuable upon
this exercise shall not be all of the shares of Common Stock which the
undersigned is entitled to purchase in accordance with the enclosed Warrant,
the undersigned requests that a New Warrant (as defined in the Warrant)
evidencing the right to purchase the shares of Common Stock not issuable
pursuant to the exercise evidenced hereby be issued in the name of and
delivered to:


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Please print name and address)

  	
   

  



 


	
  Dated:

  	
  Name of Warrant Holder:

  
	
   

  	
   

  
	
   

  	
  (Print)

  	
   

  	
   

  
	
   

  	
  (By:)

  	
   

  	
   

  
	
   

  	
  (Name:)

  	
   

  	
   

  
	
   

  	
  (Title:)

  	
   

  	
   

  
	
   

  	
  Signature must conform in all respects

  to name of Warrant Holder as specified

  on the face of the Warrant

  
						



 



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