Exhibit 10.4


 


ESCROW
AGREEMENT


 


THIS
ESCROW AGREEMENT (“Agreement”) is made as of December 28, 2005 by and between
Corgenix Medical Corporation, a Nevada corporation (the “Company”); Barron
Partners L.P. (“Barron”); and Epstein, Becker & Green, P.C. (the “Escrow
Agent”).


 


WHEREAS, Barron is
purchasing from the Company Two Million shares of Series A Preferred Stock of
the Company (“Preferred Stock”), with an aggregate purchase price of $2,000,000
(the “Funds”), pursuant to the terms of that certain Preferred Stock Purchase
Agreement of even date herewith; and


 


WHEREAS, in connection
with the closing of the Preferred Stock Purchase Agreement, the Company will
also issue to Barron three common stock purchase warrants to purchase up to an
additional 15,000,000 shares of the Company’s common stock at exercise prices
stated in the warrants (“Warrants”); and


 


WHEREAS, the Company does
not currently have enough shares of common stock authorized to satisfy the
exercise of the warrants or conversion of the preferred stock issued pursuant
to the Preferred Stock Purchase Agreement; and


 


WHEREAS, the Company has
committed to call a special meeting of the shareholders of the Company to vote
upon an amendment to the Articles of Incorporation to increase the number of
authorized shares of common Stock from the current 40,000,000 to 100,000,000
(the “Share Increase Amendment”); and


 


WHEREAS, the Company and
Barron desire to enter into this Agreement to provide that (i) the Company
shall deliver the Preferred Stock Certificates and Barron shall wire the Funds
to the Escrow Agent on the date of this Agreement, and (ii) the Escrow Agent
shall thereafter hold the Funds and the Preferred Stock Certificates pending
the adoption of, or failure to adopt, the Share Increase Amendment by the
Company’s shareholders.


 


NOW,
THEREFORE, in consideration of the covenants and mutual promises contained
herein and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged and intending to be legally bound
hereby, the parties agree as follows:


 


ARTICLE 1


 


TERMS OF THE
ESCROW


 


1.1           The parties hereby agree to have the
law firm of Epstein Becker & Green, P.C. act as Escrow Agent whereby the
Escrow Agent shall receive the Funds and the Preferred Stock Certificates in
escrow and distribute the same as set forth in this Agreement.  Any capitalized terms not defined herein
shall have the meaning ascribed to them in the Preferred Stock Purchase
Agreement, dated an even date herewith between the Company and Barron


 





















 


(the “Preferred Stock Purchase Agreement”), and the documents related
thereto, with this Agreement being an exhibit to such Preferred Stock Purchase
Agreement.  The various documents and
instruments to be delivered to the Escrow Agent and thereby to the parties in
order to close the transaction are set forth in Section 3.2 and 3.3 of the
Purchase Agreement.  The Escrow Agent
hereby acknowledges that it is familiar with the terms and provisions of the
Purchase Agreement.


 


1.2           Upon the execution of this Agreement,
the Company and Barron shall submit a wire transfer of immediately available
funds in the amount of the Funds to the Escrow Agent.  The Escrow Agent shall thereafter hold the
Funds and the Preferred Stock Certificates until the first to occur of (a) such
time that the Escrow Agent has received evidence from either Barron or the
Company indicating that the Share Increase Amendment has or has not been
approved or adopted by the Company’s shareholders and indicating whether to
release the Funds from Escrow to the Company or return them to Barron, or (b)
July 1, 2006 (the “Outside Date”).  Upon
receipt of such evidence from either Barron or the Company that the Share
Increase Amendment has been adopted and approved by shareholders, then the
Escrow Agent shall send the Preferred Stock Certificates to the Investor and
the Funds and the interest accrued on the Funds while held in escrow to the
Company.  If by the Outside Date, neither
the Company nor Barron has provided evidence that the Share Increase Amendment
has been adopted or approved by the Company’s shareholders, then the Escrow
Agent shall return the Funds to Barron, the Preferred Stock Certificates shall
be canceled, and the Company, within five (5) business days after the Outside
Date, shall pay Barron an amount equal to one percent (1%) of the Funds, or
$20,000, for each thirty (30) day period during which the Funds were held in
Escrow.


 


1.3           Upon the completion by the Escrow
Agent of its obligations under Section 1.2, this Agreement shall terminate and
the Escrow Agent shall have no further liability hereunder.


 


1.4           This Agreement may be altered or
amended only with the written consent of all of the parties hereto.  In the event the Company or Barron attempts
to change this Agreement in a manner, which, in the Escrow Agent’s discretion,
shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying
the Company and Barron in writing.  In
the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent,
until receipt of a joint written notice from the Company and Barron (the “Transfer
Instructions”) that a successor escrow agent has been appointed, shall be to
hold and preserve the Funds and the Preferred Stock Certificates that are in
its possession.  Upon receipt by the
Escrow Agent of said notice from the Company and Barron of the appointment of a
successor escrow agent, the name of a successor escrow account and a direction
to transfer the Funds to such successor escrow account to be thereafter held by
such successor escrow agent, the Escrow Agent shall promptly thereafter
transfer the Funds and deliver the Preferred Stock Certificates to said
successor escrow agent.  Immediately
after said transfer of the Funds and delivery of the Preferred Stock
Certificates to said successor escrow agent, the Escrow Agent shall furnish the
Company and Barron with proof of such transfer. 
The Escrow Agent is authorized to disregard any notices, requests,
instructions or demands received by it from the Company and Barron after notice
of resignation has been given, except only for the Transfer Instructions.


 


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1.5           The
Company shall pay the Escrow Agent a fee of $2,500 in consideration of the
Escrow Agent’s services hereunder.  In
addition, the Escrow Agent shall be reimbursed one-half by the Company and
one-half by Barron for any reasonable expenses incurred in the event there is a
conflict between the parties and the Escrow Agent shall deem it necessary to
retain counsel, upon whose advice the Escrow Agent may rely.  The Escrow Agent shall not be liable for any
action taken or omitted by the Escrow Agent in good faith and in no event shall
the Escrow Agent be liable or responsible except for the Escrow Agent’s own
gross negligence or willful misconduct. 
The Escrow Agent has made no representations or warranties to the
Company or Barron in connection with this transaction. The Escrow Agent has no
liability hereunder to either party other than to hold the Funds and Preferred
Stock Certificates received from Barron and the Company and to deliver the
Funds and Preferred Stock Certificates pursuant to the terms hereof.  The Company and Barron each agrees, severally
and not jointly, to indemnify and hold harmless the Escrow Agent from and with
respect to any suits, claims, actions or liabilities arising in any way out of
this transaction, including the obligation to defend any legal action brought
which in any way arises out of or is related to this Agreement.


 


1.6           The Escrow Agent shall be obligated
only for the performance of such duties as are specifically set forth herein
and may rely and shall be protected in relying or refraining from acting on any
instrument reasonably believed by the Escrow Agent to be genuine and to have
been signed or presented by the proper party or parties.  The Escrow Agent shall not be personally
liable for any act the Escrow Agent may do or omit to do hereunder as the
Escrow Agent while acting in good faith, and any act done or omitted by the
Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law
shall be conclusive evidence of such good faith.


 


1.7           The Escrow Agent is hereby expressly
authorized to disregard any and all warnings or orders given by any of the
parties hereto or by any other person or corporation, excepting only the
Transfer Instructions, any joint written notice or instruction from Barron and
the Company, and/or orders or process of courts of law and is hereby expressly
authorized to comply with and obey orders, judgments or decrees of any
court.  In case the Escrow Agent obeys or
complies with any such order, judgment or decree, including but not limited to
the Transfer Instructions, then the Escrow Agent shall not be liable to any of
the parties hereto or to any other person, firm or corporation by reason of
such decree or orders being subsequently reversed, modified, annulled, set
aside, vacated or found to have been entered without jurisdiction.


 


1.8           The Escrow Agent shall not be liable
in any respect on account of the identity, authorities or rights of the parties
executing or delivering or purporting to execute or deliver the Agreement,
Transfer Instructions, or any other documents or papers deposited or called for
hereunder.


 


1.9           If the Escrow Agent reasonably
requires other or further documents in connection with this Agreement, the
necessary parties hereto shall join in furnishing such documents.


 


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1.10         It is understood and agreed that should
any dispute arise with respect to the delivery and/or ownership or right of
possession of the Funds and/or the Transaction Documents held by the Escrow
Agent hereunder, the Escrow Agent is authorized and directed in the Escrow
Agent’s sole discretion (a) to retain the Funds and the Preferred Stock
Certificates in the Escrow Agent’s possession, without liability to anyone,
until such disputes shall have been settled either by mutual written agreement
of the parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but the Escrow Agent shall be under no duty whatsoever to
institute or defend any such proceedings or (b) to deliver the Funds and the
Preferred Stock Certificates held by the Escrow Agent hereunder to a state or
federal court having competent subject matter jurisdiction and located in the
State of Colorado or New York in accordance with the applicable procedure
therefor.


 


ARTICLE 2


 


MISCELLANEOUS


 


2.1           No
waiver of any breach of any covenant or provision herein contained shall be
deemed a waiver of any preceding or succeeding breach thereof, or of any other
covenant or provision herein contained. 
No extension of time for performance of any obligation or act shall be
deemed any extension of the time for performance of any other obligation or
act.


 


2.2           This
Agreement shall be binding upon and shall inure to the benefit of the permitted
successors and assigns of the parties hereto.


 


2.3           This Agreement is the final
expression of, and contains the entire agreement between, the parties with
respect to the subject matter hereof and supersedes all prior understandings
with respect thereto.  This Agreement may
not be modified, changed, supplemented or terminated, nor may any obligations
hereunder be waived, except by written instrument signed by the parties to be
charged or by its agent duly authorized in writing or as otherwise expressly
permitted herein.


 


2.4           Whenever
required by the context of this Agreement, the singular shall include the
plural and masculine shall include the feminine.  This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.  Execution and delivery of this Agreement by
exchange of facsimile copies bearing the facsimile signature of a party shall
constitute a valid and binding execution and delivery of this Agreement by such
party.  Such facsimile copies shall
constitute enforceable original documents.


 


2.5           (a)           This Agreement shall be governed and
construed in accordance with the laws of the State of New York without regard
to any applicable principles of conflicts of law.


 


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(b)           ANY
ACTION OR PROCEEDING SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY RIGHT
ARISING OUT OF, THIS AGREEMENT SHALL BE BROUGHT AGAINST ANY OF THE PARTIES
HERETO IN THE APPROPRIATE FEDERAL OR STATE COURT LOCATED IN THE STATE OF NEW
YORK, WITH EACH PARTY HERETO AGREEING TO SUBJECT MATTER JURISDICTION, PERSONAL
JURISDICTION AND VENUE IN SUCH COURT. 
EACH OF THE PARTIES HERETO CONSENTS TO THIS JURISDICTION PROVISION IN
ANY SUCH ACTION OR PROCEEDING AND WAIVES ANY OBJECTION TO VENUE LAID
THEREIN.  PROCESS IN ANY ACTION OR
PROCEEDING REFERRED TO IN THE PRECEDING SENTENCE MAY BE SERVED ON ANY PARTY
HERETO ANYWHERE IN THE WORLD.  EACH OF
THE PARTIES HERETO IRREVOCABLY WAIVES ITS RIGHTS TO TRIAL BY JURY.


 


2.6           All
notices and other communications hereunder shall be in writing (and shall be
deemed given upon receipt) if delivered personally, telecopied (which is
confirmed), mailed by registered or certified mail (return receipt requested),
or delivered by a national overnight delivery service (e.g., Federal Express)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):


 


	
  If to the Company, to:

  	
  If to Barron, to:

  
	
   

  	
   

  
	
  Corgenix Medical
  Corporation

  	
  Barron Partners L.P.

  
	
  12061 Tejon Street

  	
  c/o Barron Capital
  Advisors LLC

  
	
  Westminster, Colorado
  80234

  	
  730 Fifth Avenue

  
	
  Attention: Chief Financial
  Officer

  	
  9th Floor

  
	
  Facsimile: (303)
  252-9212

  	
  New York, New York

  
	
   

  	
  Facsimile: (646)
  607-2223

  
	
  With a copy to:

  	
  Attn: Andrew Barron
  Worden

  
	
   

  	
   

  
	
  Otten, Johnson,
  Robinson, Neff & Ragonetti,

  P.C.

  	
  With a copy to:

  
	
  950 17th Street, Suite
  1600

  	
  John H. Heuberger

  
	
  Denver, Colorado 80202

  	
  DLA Piper Rudnick Gray
  Cary US LLP

  
	
  Facsimile: (303)
  825-6525

  	
  203 North LaSalle
  Street, Suite 1900

  
	
  Attn: Robert Attai,
  Esq.

  	
  Chicago, Illinois 60601

  
	
   

  	
  Facsimile: (312)
  630-5322

  
	
   

  	
   

  
	
   

  	
  If to the Escrow Agent:

  
	
   

  	
   

  
	
   

  	
  Epstein, Becker &
  Green, P.C.

  
	
   

  	
  150 N. Michigan Avenue, Suite 3500

  
	
   

  	
  Chicago, Illinois 60601

  
	
   

  	
  Facsimile: (312)
  845-1998

  Attn. Stephen R. Drake, Esq.

  



 


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2.7           By signing this Agreement, the Escrow
Agent becomes a party hereto only for the purpose of this Agreement; the Escrow
Agent does not become a party to the Transaction Documents.


 


2.8           Each party acknowledges and agrees
that this Agreement shall not be deemed prepared or drafted by any one
party.  In the event of any dispute between
the parties concerning this Agreement, the parties agree that any rule of
construction, to the effect that any ambiguity in the language of the Agreement
is to be resolved against the drafting party, shall not apply.


 


2.9           This
Agreement may be executed in counterparts, each one of which will constitute an
original and all of which taken together will constitute one document.  This Agreement may be executed by delivery of
a signed signature page by fax to the other parties hereto and such fax
execution and delivery will be valid in all respects.


 


[Signatures appear on the
following page]


 


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


 


	
  CORGENIX MEDICAL
  CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Douglass T. Simpson

  	
   

  
	
   

  	
  Douglass T. Simpson,
  Chief Executive Officer

  
	
   

  
	
   

  
	
  BARRON PARTNERS L.P.

  
	
   

  
	
  By:

  	
  Barron Capital Advisors
  LLC,

  
	
  General Partner

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Andrew Barron
  Worden

  	
   

  
	
  Andrew Barron Worden

  
	
  Managing Member

  
	
   

  
	
   

  
	
  ESCROW
  AGENT:

  
	
   

  
	
  EPSTEIN BECKER &
  GREEN, P.C.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Stephen R. Drake

  	
   

  
	
   

  	
  Stephen R. Drake, Partner

  
						



 


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