Exhibit 10.7


 


December     ,
2005


 


Truk Opportunity Fund,
LLC and

Truk International Fund, LP

c/o RAM Capital Resources, LLC

One East 52nd Street, 6th Floor

New York, NY 10022


 


CAMOFI Master LDC

350 Madison Avenue

New York, New York  10017


 


	
   

  	
  Re:

  	
  Corgenix Medical Corporation (the “Company”)

  



 


Gentlemen:


 


The undersigned is an owner of record or beneficially of certain shares
of common stock (“Common Stock”) of the Company or securities convertible into
or exchangeable or exercisable for Common Stock.  The Company proposes to enter into a
financing transaction with Truk Opportunity Fund, LLC (“Truk Opportunity”),
Truk International Fund, LP (“Truk International”), and CAMOFI Master LDC (“CAMOFI”)
(Truk Opportunity, Truk International, and DC each a “Lender” and together the “Lenders”)
(the “Transaction”).  The undersigned
recognizes that the Transaction will be of benefit to the undersigned and will
benefit the Company.  The undersigned
acknowledges that the Company and the Lenders are relying on the representations
and agreements of the undersigned contained in this letter agreement in
carrying out the Transaction.


 


In consideration of the foregoing, the undersigned hereby agrees that
the undersigned will not, (and will use reasonable efforts to cause any immediate
family member of (i) the undersigned or (ii) the undersigned’s spouse, living
in the undersigned’s household not to), without the prior written consent of
the Lenders (which consent may be withheld in their sole discretion), directly
or indirectly, sell, offer, contract or grant any option to sell (including
without limitation any short sale), pledge, transfer, establish an open “put
equivalent position” within the meaning of Rule 16a-1(h) under the Securities
Exchange Act of 1934, as amended, or otherwise dispose of any shares of Common
Stock, options or warrants to acquire shares of Common Stock (except for any
disposition deemed to occur upon the exercise of an option or warrant held by
the undersigned), or securities exchangeable or exercisable for or convertible
into shares of Common Stock currently or hereafter owned either of record or
beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended) by the undersigned (or such spouse or family member), or
publicly announce an intention to do any of the foregoing, for a period of six
months from the effective date of the initial registration statement covering
shares of Common Stock which may be acquired by the Lenders in connection with
the Transaction.  The foregoing sentence
shall not apply to the transfer of any or all shares of Common Stock owned by
the undersigned, either during his or her lifetime or on death, by gift, will
or intestate succession to the immediate family of the undersigned or to a
trust


 





















 


the beneficiaries of which are exclusively
the undersigned and/or a member or members of his or her immediate family;
provided, however, that in any such case it shall be a condition to such
transfer that the transferee executes and delivers to the Lenders an agreement
stating that the transferee is receiving and holding the Common Stock subject
to the provisions of this letter agreement, and there shall be no further
transfer of such Common Stock except in accordance with this letter agreement.  The undersigned also agrees and consents to
the entry of stop transfer instructions with the Company’s transfer agent and
registrar against the transfer of shares of Common Stock or securities
convertible into or exchangeable or exercisable for Common Stock held by the
undersigned except in compliance with the foregoing restrictions.  For purposes of this paragraph, the term “immediate
family” shall have the same meaning as set forth in Rule 16a-1(e) promulgated
under the Securities Exchange Act of 1934, as amended.


 


The undersigned waives any registration rights relating to registration
under the Securities Act of 1933, as amended, of any Common Stock owned either
of record or beneficially by the undersigned.


 


This letter agreement is irrevocable and will be binding on the undersigned
and the respective successors, heirs, personal representatives and assigns of
the undersigned.


 


 


	
   

  	
   

  
	
   

  	
  Printed Name of Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name of Person Signing

  
	
   

  	
   

  
	
   

  	
  (and indicate capacity of person signing if
  signing

  as custodian, trustee, or on behalf of an entity)

  



 


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