Exhibit 10.1


 


PREFERRED STOCK
PURCHASE AGREEMENT


 


BETWEEN


 


CORGENIX MEDICAL
CORPORATION


 


AND


 


BARRON PARTNERS LP


 


DATED


 


DECEMBER 28,
2005


 





















 


PREFERRED STOCK PURCHASE AGREEMENT


 


THIS PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered
into as of the 28th day of December, 2005 between Corgenix Medical Corporation, a corporation organized and
existing under the laws of the State of Nevada (the “Company”) and Barron Partners LP, a Delaware limited partnership (“Investor”).


 


PRELIMINARY STATEMENT:


 


WHEREAS, the Investor wishes to
purchase from the Company, upon the terms and subject to the conditions of this
Agreement, Two Million (2,000,000) shares of preferred stock of the Company,
with such preferred stock being as described in the Certificate of
Designations, Rights and Preferences (the “Certificate of
Designations”) in substantially the form attached hereto as Exhibit A (the “Preferred Stock”) for the Purchase
Price set forth in Section 1.3.13 hereof. 
Subject to the limitations set forth herein and in the Certificate of
Designations, the Preferred Stock shall be initially convertible into shares of
common stock of the Company at any time at a conversion price of Thirty Five
Cents ($0.35) per share (the “Conversion Value”).  In addition, the Company will issue to the
Investor three Common Stock Purchase Warrants (the “Warrants”)
to purchase up to an additional 15,000,000 shares of common stock of the
Company at exercise prices as stated in the Warrants; and


 


WHEREAS, the parties intend to
memorialize the purchase and sale of such Preferred Stock and the Warrants.


 


NOW, THEREFORE, in consideration
of the mutual covenants and premises contained herein, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
conclusively acknowledged, the parties hereto, intending to be legally bound,
agree as follows:


 


ARTICLE I

INCORPORATION BY REFERENCE, SUPERSEDER AND DEFINITIONS


 


1.1.          Incorporation by Reference.  The foregoing recitals and the Exhibits and
Schedules attached hereto and referred to herein, are hereby acknowledged to be
true and accurate, and are incorporated herein by this reference.


 


1.2.          Superseder.  This Agreement, to the extent that it is
inconsistent with any other instrument or understanding among the parties
governing the affairs of the Company, shall supersede such instrument or
understanding to the fullest extent permitted by law.  A copy of this Agreement shall be filed at
the Company’s principal office.


 


1.3.          Certain Definitions.  For purposes of this Agreement, the following
capitalized terms shall have the following meanings (all capitalized terms used
in this Agreement that are not defined in this Article 1 shall have the
meanings set forth elsewhere in this Agreement):


 


1.3.1        “1933 Act”
means the Securities Act of 1933, as amended.


 





















 


1.3.2        “1934 Act”
means the Securities Exchange Act of 1934, as amended.


 


1.3.3        “Affiliate”
means a Person or Persons directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with the
Person(s) in question.  The term “control,”
as used in the immediately preceding sentence, means, with respect to a Person
that is a corporation, the right to the exercise, directly or indirectly, more
than 50 percent of the voting rights attributable to the shares of such
controlled corporation and, with respect to a Person that is not a corporation,
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such controlled Person.


 


1.3.4        “Articles”
means the Articles of Incorporation of the Company, as the same may be
amended from time to time.


 


1.3.5        “Closing”
shall mean the Closing of the transactions contemplated by this Agreement on
the Closing Date.


 


1.3.6        “Closing Date”
means the date on which the payment of the Purchase Price (as defined herein)
by the Investor to the Company is completed pursuant to this Agreement to
purchase the Preferred Stock and Warrants.


 


1.3.7        “Common Stock”
means shares of common stock of the Company, par value $0.001 per share.


 


1.3.8        “EBITDA”
means net income of the Company, before interest, taxes, depreciation,
amortization and one time charges, including, but not limited to, loss on the
extinguishment of debt.


 


1.3.9        “Escrow Agreement”
means that certain Escrow Agreement between the Company, the Investor, and
Epstein, Becker & Green, P.C. (150 N. Michigan Avenue, Suite 3500, Chicago,
Illinois 60601) as Escrow Agent attached hereto as Exhibit D.


 


1.3.10      “Exempt Issuance”
means the issuance of (a) shares of Common Stock or options to employees,
officers, or directors of the Company pursuant to any stock or option plan duly
adopted by a majority of the non-employee members of the Board of Directors of
the Company or a majority of the members of a committee of non-employee
directors established for such purpose, (b) securities upon the exercise
of or conversion of any securities issued hereunder, (c) securities issued
pursuant to acquisitions or strategic transactions, provided any such issuance
shall only be to a Person which is, itself or through its subsidiaries, an
operating company in a business synergistic with the business of the Company
and in which the Company receives benefits in addition to the investment of
funds, but shall not include a transaction in which the Company is issuing
securities primarily for the purpose of raising capital or to an entity whose
primary business is investing in securities; and (d) shares of Common
Stock upon the exercise or conversion of any convertible promissory notes or
exercise of warrants issued in the past to the RAM Investors or to be issued to
the RAM Investors with respect to the exercise of the additional investment
right referenced in the Securities Purchase Agreement to which the RAM
Investors are a party (the “RAM Investment”).


 


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1.3.11      “Material Adverse Effect”
shall mean any adverse effect on the business, operations, properties or
financial condition of the Company that is material and adverse to the Company
and its subsidiaries and Affiliates, taken as a whole and/or any condition,
circumstance, or situation that would prohibit or otherwise materially
interfere with the ability of the Company to perform any of its material
obligations under this Agreement or the Registration Rights Agreement or to
perform its obligations under any other material agreement.


 


1.3.12      “Nevada Act”
means the Nevada Business Corporation Act, as amended.


 


1.3.13      “Person”
means an individual, partnership, firm, limited liability company, trust, joint
venture, association, corporation, or any other legal entity.


 


1.3.14      “Purchase Price”
means the Two Million Dollars ($2,000,000.00) paid by the Investor to the
Company for the Preferred Stock and the Warrants.


 


1.3.15      “RAM Investors”
means Truk Opportunity Fund, LLC, Truk International Fund, LP, and CAMOFI
Master LDC and the successors, predecessors, or assigns thereof.


 


1.3.16      “Registration Rights
Agreement” shall mean the registration rights agreement between
the Investor and the Company attached hereto as Exhibit B.


 


1.3.17      “Registration Statement”
shall mean the registration statement under the 1933 Act to be filed with the
Securities and Exchange Commission for the registration of the Shares pursuant
to the Registration Rights Agreement attached hereto as Exhibit B.


 


1.3.18      “SEC” means
the Securities and Exchange Commission.


 


1.3.19      “SEC Documents”
shall mean the Company’s latest Form 10-KSB as of the time in question, all
Forms 10-QSB and 8-K filed thereafter, and the Proxy Statement for its latest
fiscal year as of the time in question until such time as the Company no longer
has an obligation to maintain the effectiveness of a Registration Statement as
set forth in the Registration Rights Agreement.


 


1.3.20      “Shares” shall
mean, collectively, the shares of Common Stock of the Company issued upon
conversion of the Preferred Stock issued hereunder and those shares of Common
Stock issuable to the Investor upon exercise of the Warrants.


 


1.3.21      “Stock Option Holders”
means holders of options to purchase shares of Common Stock.


 


1.3.22      “Transaction Documents”
shall mean this Agreement, all Schedules and Exhibits attached hereto and all
other documents and instruments to be executed and delivered by the parties in
order to consummate the transactions contemplated hereby, including, but not
limited to the documents listed in Sections 3.2 and 3.3 hereof.


 


1.3.23      “Warrants”
shall mean the Common Stock Purchase Warrants in the form attached hereto Exhibit C.


 


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ARTICLE II

SALE AND PURCHASE OF XYZ PREFERRED STOCK AND WARRANTS

PURCHASE PRICE


 


2.1.          Sale of Preferred Stock
and Issuance of Warrants.


 


(a)           Upon the terms and subject to the
conditions set forth herein, and in accordance with applicable law, the Company
agrees to sell to the Investor, and the Investor agrees to purchase from the
Company, on the Closing Date 2,000,000 shares of Preferred Stock and the
Warrants for the Purchase Price.  The
Purchase Price shall be paid by the Investor to the Escrow Agent on the Closing
Date by a wire transfer of immediately available funds.  The Company shall cause the Preferred Stock
and the Warrants to be delivered to the Escrow Agent, issued in the name of the
Investor, upon Escrow Agent’s receipt of the Purchase Price.  The Company shall register the Shares
pursuant to the terms and conditions of a Registration Rights Agreement
attached hereto as Exhibit B.


 


(b)           Each share of Preferred Stock shall
be initially convertible by the Investor into 2.8571428571 shares of Common
Stock; provided, however, that the Investor shall not be entitled to convert
the Preferred Stock into shares of Common Stock that would result in beneficial
ownership by the Investor and its Affiliates of more than 4.9% of the then
outstanding number of shares of Common Stock on such date.  For the purposes of the immediately preceding
sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and
Regulation 13d-3 thereunder.


 


(c)           Upon execution and delivery of this
Agreement and the Escrow Agent’s receipt of the Purchase Price, the Company
shall deliver to the Escrow Agent, in the name of the Investor, Warrants to
purchase an aggregate of 15,000,000 shares of Common Stock at exercise prices
as stated in the Warrants, all pursuant to the terms and conditions of the form
of Warrants attached hereto as Exhibit C;
provided, however, that the Investor shall not be entitled to exercise the
Warrants and receive shares of Common Stock that would result in beneficial
ownership by the Investor and its Affiliates of more than 4.9% of the then
outstanding number of shares of Common Stock on such date.  For the purposes of the immediately preceding
sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and
Regulation 13d-3 thereunder.


 


2.2.          Purchase Price.  The Purchase Price shall be delivered by the
Investor to the Escrow Agent by wire transfer of immediately available funds in
United States Dollars to be held and distributed pursuant to the terms of the
Escrow Agreement.


 


ARTICLE III

CLOSING DATE AND DELIVERIES AT CLOSING


 


3.1.          Closing Date.  The closing of the transactions contemplated by
this Agreement (the “Closing”),
unless expressly determined herein, shall be held at the offices of the
Company, at 5:00 P.M. local time, on the Closing Date or on such other date and
at such other place as may be mutually agreed by the parties, including closing
by facsimile with originals to follow.


 


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3.2.          Deliveries by the Company.  In addition to and without limiting any other
provision of this Agreement, the Company agrees to deliver, or cause to be delivered,
to the Escrow Agent, the following:


 


(a)           An executed Agreement with all
exhibits and schedules attached hereto;


 


(b)           Executed Warrants in the name of the
Investor in the forms attached hereto as Exhibit C;


 


(c)           The executed Registration Rights Agreement;


 


(d)           Certifications in form and substance
acceptable to the Company and the Investor from any and all brokers or agents
involved in the transactions contemplated hereby as to the amount of commission
or compensation payable to such broker or agent as a result of the consummation
of the transactions contemplated hereby and from the Company or Investor, as
appropriate, to the effect that reasonable reserves for any other commissions
or compensation that may be claimed by any broker or agent have been set aside;


 


(e)           Evidence of approval of the Board of
Directors of the Company of the Transaction Documents and the transactions
contemplated hereby;


 


(f)            Certificate of the President and the
Secretary of the Company that the Certificate of Designations has been adopted
and filed;


 


(g)           Within five (5) business days
after the Closing, a stock certificate in the name of Investor, evidencing the
Preferred Stock;


 


(h)           The executed Escrow Agreement; and


 


(i)            Insider Lock-Up Agreements, in the
form attached hereto as Exhibit E,
executed by each of the officers and directors of the Company.


 


3.3.          Deliveries by Investor.  In addition to and without limiting any other
provision of this Agreement, the Investor agrees to deliver, or cause to be
delivered, to the Escrow Agent, the following:


 


(a)           The Purchase Price;


 


(b)           The executed Agreement with all
Exhibits and Schedules attached hereto;


 


(c)           The executed Registration Rights
Agreement; and


 


(d)           Such other documents or certificates
as shall be reasonably requested by the Company or its counsel; and


 


(e)           The executed Escrow Agreement.


 


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In the event any document provided to the other party
in Paragraphs 3.2 and 3.3 herein are provided by facsimile, the party
shall forward an original document to the other party within seven
(7) business days.


 


3.4.          Further Assurances.  The Company and the Investor shall, upon
request, on or after the Closing Date, cooperate with each other (specifically,
the Company shall cooperate with the Investor, and the Investor shall cooperate
with the Company) by furnishing any additional information, executing and
delivering any additional documents and/or other instruments and doing any and
all such things as may be reasonably required by the parties or their counsel
to consummate or otherwise implement the transactions contemplated by this
Agreement.


 


3.5.          Waiver.  The Investor may waive any of the
requirements of Section 3.2 of this Agreement and any provision of the
Escrow Agreement.  The Company at its
discretion may waive any of the provisions of Section 3.3 of this
Agreement.


 


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF

CORGENIX MEDICAL CORPORATION


 


The Company represents and warrants to the Investor as
of the date hereof (which warranties and representations shall survive the
Closing regardless of what examinations, inspections, audits and other
investigations the Investor has heretofore made or may hereinafter make with
respect to such warranties and representations) as follows:


 


4.1.          Organization and
Qualification.  The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, and has the requisite corporate power
and authority to own, lease and operate its properties and to carry on its
business as it is now being conducted and is duly qualified to do business in
any other jurisdiction in which the nature of the businesses conducted by it or
the ownership or leasing of its properties requires it to be so qualified,
except where the failure to be so qualified will not, when taken together with
all other such failures, have a Material Adverse Effect on the business,
operations, properties, assets, financial condition or results of operation of
the Company and its subsidiaries taken as a whole.


 


4.2.          Articles of Incorporation
and By-Laws.  The complete
and correct copies of the Company’s Articles and By-Laws, as amended or
restated to date which have been filed with the Securities and Exchange
Commission are a complete and correct copy of such document as in effect on the
date hereof and as of the Closing Date.


 


4.3.          Capitalization.


 


4.3.1        As of the date of this Agreement, the
authorized capital stock of the Company consists of 40,000,000 shares of Common
Stock and 5,000,000 shares of Preferred Stock, of which approximately 9,325,305
shares of Common Stock are issued and outstanding.


 


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As of Closing, following the issuance by the Company
of the Preferred Stock to the Investor, the authorized capital stock of the
Company will consist of 40,000,000 shares of Common Stock ($.001 par value) and
5,000,000 shares of Preferred Stock, of which approximately 9,325,305  shares of Common Stock and 2,000,000 shares
of Preferred Stock shall be issued and outstanding.  As of Closing, the Stock Option Holders will
hold options to purchase an aggregate of 1,112,300 shares of Common Stock.  All outstanding shares of capital stock have
been duly authorized and are validly issued, and are fully paid and nonassessable
and free of preemptive rights.  Schedule
4.3 hereby contains all shares and derivatives currently outstanding.  The Company hereby represents that any and
all shares and current (known) potentially dilutive events have been included
in Schedule 4.3, including employment agreements, acquisition, consulting
agreements, debts, payments, financing or business relationships that could, by
their terms, be paid in equity or derivatives.


 


4.3.2        Except pursuant to this Agreement and as
set forth in Schedule 4.3 hereto, or as disclosed in the Company’s SEC
Documents, filed with the SEC, as of the date hereof there are not now
outstanding options, warrants, rights to subscribe for, calls or commitments of
any character whatsoever relating to, or securities or rights convertible into
or exchangeable for, shares of any class of capital stock of the Company, or
agreements, understandings or arrangements to which the Company is a party, or
by which the Company is bound, to issue additional shares of its capital stock
or options, warrants, scrip or rights to subscribe for, calls or commitment of
any character whatsoever relating to, or securities or rights convertible into
or exchangeable for, any shares of any class of its capital stock.


 


4.3.3        The Company has full right, power, and
authority to sell, assign, transfer, and deliver to the Investor, the Preferred
Stock hereunder, free and clear of all liens, charges, claims, options,
pledges, restrictions, and encumbrances whatsoever; and following approval or
adoption of the Share Increase Amendment, upon conversion of the Preferred
Stock or exercise of the Warrants the Investor will acquire good title to the
Shares.


 


4.4.          Authority.
The Company has all requisite corporate power and authority to execute and
deliver this Agreement, the Preferred Stock, and the Warrants, and subject to
Section 6.18 of this Agreement, the Company has all requisite corporate power
and authority to perform its obligations hereunder and thereunder and to
consummate the transactions contemplated hereby and thereby.  The execution and delivery of this Agreement
by the Company and, except as disclosed in Section 6.18 of this Agreement,
the consummation of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action and no other corporate proceedings
on the part of the Company are necessary to authorize this Agreement or to
consummate the transactions contemplated hereby.  This Agreement has been duly executed and
delivered by the Company and constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms.


 


4.5.          No Conflict; Required
Filings and Consents.  The
execution and delivery of this Agreement by the Company does not, and except as
disclosed in Section 6.18 of this Agreement, the performance by the
Company of its obligations hereunder will not: (i) conflict with or
violate the Articles or By-Laws of the Company; (ii) conflict with,
breach or violate any federal, state, foreign or local law, statute, ordinance,
rule, regulation, order, judgment or decree (collectively, “Laws”) in effect as of the date of
this Agreement and applicable to the Company;


 


7





















 


or (iii) result in any breach of, constitute a
default (or an event that with notice or lapse of time or both would become a
default) under, give to any other entity any right of termination, amendment,
acceleration or cancellation of, require payment under, or result in the
creation of a lien or encumbrance on any of the properties or assets of the
Company pursuant to, any note, bond, mortgage, indenture, contract, agreement,
lease, license, permit, franchise or other instrument or obligation to which
the Company is a party or by the Company or any of its properties or assets is
bound. Excluding from the foregoing are such violations, conflicts, breaches,
defaults, terminations, accelerations or creations of liens that would not, in
the aggregate, have a Material Adverse Effect.


 


4.6.          Report and Financial
Statements.  The Company’s
Annual Report on Form 10-KSB, filed on September 22, 2005 with the SEC
contains the audited financial statements of the Company.  The Company has previously provided to the
Investor the audited financial statements of the Company previously filed with
the SEC Documents (collectively, the “Financial Statements”).  Each of the balance sheets contained in or
incorporated by reference into any such Financial Statements (including the
related notes and schedules thereto) fairly presented the financial position of
the Company, as of its date, and each of the statements of income and changes
in stockholders’ equity and cash flows or equivalent statements in such
Financial Statements (including any related notes and schedules thereto) fairly
presented changes in stockholders’ equity and changes in cash flows, as the
case may be, of the Company, for the periods to which they relate, in each case
in accordance with United States generally accepted accounting principles (“U.S. GAAP”) consistently applied
during the periods involved, except in each case as may be noted therein,
subject to normal year-end audit adjustments in the case of unaudited
statements.  The books and records
of the Company have been, and are being, maintained in all material respects in
accordance with U.S. GAAP and any other applicable legal and accounting
requirements and reflect only actual transaction.


 


4.7.          Compliance with Applicable
Laws.  The Company is not
in violation of, or, to the knowledge of the Company, under investigation with
respect to or been given notice or been charged with the violation of any Law
of a governmental agency, except for violations which individually or in the
aggregate do not have a Material Adverse Effect.


 


4.8.          Brokers.  Except for Ascendiant Securities, LLC, no
broker, finder or investment banker is entitled to any brokerage, finder’s or
other fee or commission in connection with the transactions contemplated by
this Agreement based upon arrangements made by or on behalf of the Company.


 


4.9.          SEC Documents.  The Company acknowledges that the Company is
a publicly held company and has made available to the Investor after demand
true and complete copies of any requested SEC Documents.  The Company has registered its Common Stock
pursuant to Section 12(g) of the 1934 Act, 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 Investor
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 SEC Documents complied in all material respects with the


 


8





















 


requirements of the 1934 Act, and rules and
regulations of the SEC promulgated thereunder and the SEC Documents 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.


 


4.10.        Litigation.  To the knowledge of the Company, no
litigation, claim, or other proceeding before any court or governmental agency
is pending or to the knowledge of the Company, threatened in writing against
the Company, the prosecution or outcome of which may have a Material Adverse
Effect.


 


4.11.        Exemption from
Registration.  Subject to
the accuracy of the Investor’s representations in Article V, except as
required pursuant to the Registration Rights Agreement, the sale of the
Preferred Stock and Warrants by the Company to the Investor will not require
registration under the 1933 Act, but may require registration under New York
state securities law if applicable to the Investor.  When validly converted in accordance with the
terms of the Preferred Stock, and upon exercise of the Warrants in accordance
with their terms, the Shares will be duly and validly issued, fully paid, and
non-assessable.  The Company is issuing
the Preferred Stock and the Warrants 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 Investor.


 


4.12.        No General Solicitation or
Advertising in Regard to this Transaction.  Neither the Company nor any of its Affiliates
nor, to the knowledge of the Company, any Person acting on its or their behalf
(i) has conducted or will conduct any general solicitation (as that term
is used in Rule 502(c) of Regulation D as promulgated by the SEC under the 1933
Act) or general advertising with respect to the sale of the Preferred Stock or
Warrants, or (ii) made any offers or sales of any security or solicited
any offers to buy any security under any circumstances that would require
registration of the offer or sale of the Preferred Stock or Warrants, under the
1933 Act, except as required herein.


 


4.13.        No Material Adverse Effect.
Since June 30, 2005, no event or circumstance resulting in a Material
Adverse Effect has occurred or exists with respect to the Company.  No material supplier or customer has given
notice, oral or written, that it intends to cease or reduce the volume of its
business with the Company from historical levels.  Since June 30, 2005, no event or
circumstance has occurred or exists with respect to the Company or its
businesses, properties, operations or financial condition, that, under any
applicable law, rule or regulation, requires public disclosure or announcement
prior to the date hereof by the Company but which has not been so publicly
announced or disclosed in writing to the Investor.


 


4.14.        Internal Controls And
Procedures.  The Company
maintains books and records and internal accounting controls which provide
reasonable assurance that (i) all transactions to which the Company or any
subsidiary is a party or by which its properties are bound are executed with
management’s authorization; (ii) the recorded accounting of the Company’s
consolidated assets is compared with existing assets at regular intervals;
(iii) access to the Company’s consolidated assets is permitted only in
accordance with management’s


 


9





















 


authorization; and (iv) all transactions to which
the Company or any subsidiary is a party or by which its properties are bound
are recorded as necessary to permit preparation of the financial statements of
the Company in accordance with U.S. GAAP.


 


4.15.        Full Disclosure.  No representation or warranty made by the
Company in this Agreement and no certificate or document furnished or to be
furnished to the Investor pursuant to this Agreement contains or will contain
any untrue statement of a material fact, or omits or will omit to state a
material fact necessary to make the statements contained herein or therein not
misleading.


 


ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE INVESTORS


 


The Investor represents and warrants to the Company
that:


 


5.1.          Organization and Standing
of the Investor.  The
Investor is a limited partnership duly formed, validly existing and in good
standing under the laws of the State of Delaware.  The state in which any offer to purchase
shares hereunder was made or accepted by such Investor is the state shown as
such Investor’s address in Section 11.5. 
The Investor was not formed for the purpose of investing solely in the
Preferred Stock, the Warrants or the shares of Common Stock which are the
subject of this Agreement.


 


5.2.          Authorization and Power.  The Investor has the requisite power and
authority to enter into and perform this Agreement and to purchase the
securities being sold to it hereunder. 
The execution, delivery and performance of this Agreement by the
Investor and the consummation by the Investor of the transactions contemplated
hereby have been duly authorized by all necessary partnership action where
appropriate.  This Agreement and the
Registration Rights Agreement have been duly executed and delivered by the
Investor and at the Closing shall constitute valid and binding obligations of
the Investor enforceable against the Investor in accordance with their terms.


 


5.3.          No Conflicts.  The execution, delivery and performance of
this Agreement and the consummation by the Investor of the transactions
contemplated hereby or relating hereto do not and will not (i) result in a
violation of such Investor’s charter documents or partnership agreement or
(ii) conflict with, or constitute a default (or an event which with notice
or lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of any
agreement, indenture or instrument to which the Investor is a party, or result
in a violation of any law, rule, or regulation, or any order, judgment or
decree of any court or governmental agency applicable to the Investor or its
properties.  The Investor is not required
to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it to execute,
deliver or perform any of such Investor’s obligations under this Agreement or
to purchase the securities from the Company in accordance with the terms
hereof.


 


5.4.          Financial Risks.  The Investor acknowledges that such Investor
is able to bear the financial risks associated with an investment in the
securities being purchased by the Investor


 


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from the Company and that it has been given full
access to such records of the Company and the subsidiaries and to the officers
of the Company and the subsidiaries as it has deemed necessary or appropriate
to conduct its due diligence investigation. 
The Investor is capable of evaluating the risks and merits of an
investment in the securities being purchased by the Investor from the Company
by virtue of its experience as an investor and its knowledge, experience, and
sophistication in financial and business matters and the Investor is capable of
bearing the entire loss of its investment in the securities being purchased by
the Investor from the Company.


 


5.5.          Accredited Investor.  The Investor is (i) an “accredited
investor” as that term is defined in Rule 501 of Regulation D promulgated under
the 1933 Act by reason of Rule 501(a)(3) and (8), (ii) experienced in
making investments of the kind described in this Agreement and the related
documents, (iii) able, by reason of the business and financial experience of
its officers and partners and professional advisors (who are not affiliated
with or compensated in any way by the Company or any of its affiliates or
selling agents), to protect its own interests in connection with the
transactions described in this Agreement, and the related documents, and
(iv) able to afford the entire loss of its investment in the securities
being purchased by the Investor from the Company.


 


5.6.          Brokers.  No broker, finder or investment banker is
entitled to any brokerage, finder’s or other fee or commission in connection
with the transactions contemplated by this Agreement based upon arrangements
made by or on behalf of the Investor.


 


5.7.          Knowledge of Company.  The Investor and such Investor’s advisors, if
any, have been, upon request, furnished with all materials relating to the
business, finances and operations of the Company and materials relating to the
offer and sale of the securities being purchased by the Investor from the
Company.  The Investor and such Investor’s
advisors, if any, have been afforded the opportunity to ask questions of the
Company and have received complete and satisfactory answers to any such
inquiries.


 


5.8.          Risk Factors.  The Investor understands that such Investor’s
investment in the securities being purchased by the Investor from the Company
involves a high degree of risk.  The
Investor understands that no United States federal or state agency or any other
government or governmental agency has passed on or made any recommendation or
endorsement of the securities being purchased by the Investor from the
Company.  The Investor warrants that such
Investor is able to bear the complete loss of such Investor’s investment in the
securities being purchased by the Investor from the Company.


 


5.9.          Full Disclosure.  No representation or warranty made by the
Investor in this Agreement and no certificate or document furnished or to be
furnished to the Company pursuant to this Agreement contains or will contain
any untrue statement of a material fact, or omits or will omit to state a
material fact necessary to make the statements contained herein or therein not
misleading.  Investor does not have any
agreement or understanding with any person relating to acquiring, holding,
voting or disposing of any equity securities of the Company.


 


11





















 


ARTICLE VI

COVENANTS OF THE COMPANY


 


6.1.          Registration Rights.  The Company shall cause the Registration
Rights Agreement to remain in full force and effect according to the provisions
of the Registration Rights Agreement and the Company shall comply in all
material respects with the terms thereof.


 


6.2.          Reservation of Common
Stock.  As of the date
hereof, the Company has reserved and free of preemptive rights, shares of
Preferred Stock for the purpose of enabling the Company to issue the Preferred
Stock.  If the Share Increase Amendment
were adopted or approved by the Company’s shareholders, then Company shall, at
all times thereafter that Preferred Stock or Warrants shall be outstanding,
reserve and keep available, free of preemptive rights, shares of Common Stock
for the purpose of enabling the Company to issue the shares of Common Stock
underlying the Preferred Stock and Warrants.


 


6.3.          Compliance with Laws.  The Company hereby agrees to comply in all
material respects with the Company’s reporting, filing and other obligations
under the Laws.


 


6.4.          Exchange Act Registration.  The Company (a) will continue its
obligation to report to the SEC under the 1934 Act and will comply in all
material respects with its reporting and filing obligations under the 1934 Act,
and will not take any action or file any document (whether or not permitted by
the 1934 Act or the rules thereunder) to terminate or suspend any such
registration or to terminate or suspend its reporting and filing obligations
under the 1934 until the Investor has disposed of all of its Shares.


 


6.5.          Corporate Existence;
Conflicting Agreements. 
The Company will take all steps reasonably necessary to preserve and
continue the corporate existence of the Company.  The Company shall not enter into any
agreement, the terms of which agreement would restrict or impair the right or
ability of the Company to perform any of its obligations under this Agreement
or any of the other agreements attached as exhibits hereto.


 


6.6.          Preferred Stock.  For a period of three years from the Closing
the Company will not issue any preferred stock of the Company, with the
exception of Preferred Stock issued to the Investor.


 


6.7.          Debt Limitation.  The Company agrees for three years after
Closing not to enter into any new borrowings of more than twice as much as the
sum of the EBITDA from recurring operations over the past four quarters.


 


6.8.          Reset Equity Deals.  For a period of three years from the Closing
the Company will not enter into any transactions that have any reset features
that could result in additional shares being issued.  “Reset Features” as used this Section 6.8
means any provision of any class of stock, convertible note, warrant, option,
right or other security or derivative of a security, or any agreement related
to any of the foregoing that requires (a) a decrease in the exercise price or
conversion price of such security or derivative of a security, (b) the issuance
of additional securities or derivative securities for no additional
consideration, or (c) a payment of cash, because, in the case of (a), (b), or
(c), of the issuance of new securities or derivatives of securities at an
effective per share price that is less than a price specified in the security,
derivative of a


 


12





















 


security or agreement related thereto or the
adjustment to the exercise price or conversion price of any previously issued
security or derivative of a security, but specifically excludes any Exempt
Issuance or the application of anti-dilution provisions associated with any
such Exempt Issuance.


 


6.9.          Independent Directors.  The Company shall have caused the appointment
of the majority of the board of directors to be qualified independent
directors, as defined by the NASD, before the date falling ninety
(90) days after the Closing.  If at
any time after such ninety (90) day period, the board shall not be
comprised in the majority of qualified independent directors, the Company shall
pay to the Investors, pro rata, as liquidated damages and not as a penalty, an
amount equal to one percent (1%) of the Purchase Price for each month
during which such independent directors do not comprise the majority of
independent directors, payable at the end of each such calendar month in cash
or Preferred Stock at the option of the Investor.  The parties agree that the only damages
payable for a violation of the terms of this Agreement with respect to which liquidated
damages are expressly provided shall be such liquidated damages.  Nothing shall preclude the Investor from
pursuing or obtaining specific performance or other equitable relief with
respect to this Agreement.  The parties
hereto agree that the liquidated damages provided for in this Section 6.9
constitute a reasonable estimate of the damages that may be incurred by the
Investor by reason of the failure of the Company to appoint independent
directors in accordance with the provision hereof.


 


6.10.        Independent Directors
Become Majority of Audit and Compensation Committees.  The Company will cause the appointment of a
majority of outside directors to the audit and compensation committees of the
board of directors before the date falling ninety (90) days after the
Closing.  If at any time after such
ninety (90) day period such independent directors do not comprise the
majority of the audit and compensation committees, the Company shall pay to the
Investors, pro rata, as liquidated damages and not as a penalty, an amount
equal to one percent (1%) of the Purchase Price for each month during
which such independent directors do not comprise the majority of the audit and
compensation committees, payable at the end of each such calendar month in cash
or Preferred Stock at the option of the Investor.  The parties agree that the only damages
payable for a violation of the terms of this Section 6.10 with respect to
which liquidated damages are expressly provided shall be such liquidated
damages.  Nothing shall preclude the
Investor from pursuing other remedies or obtaining specific performance or
other equitable relief with respect to this Agreement.


 


6.11.        Use of Proceeds.  The Company will use the proceeds from the
sale of the Preferred Stock and the Warrants (excluding amounts paid by the
Company for legal and administrative fees in connection with the sale of such
securities) for working capital, acquisitions, and debt repayment.


 


6.12.        Right of First Refusal.  Each Investor shall have the right to
participate in any subsequent funding by the Company on a pro rata basis at one
hundred percent (100%) of the offering price; provided that any such right
to participate shall be effective if and only if the right of first refusal in
favor of the RAM Investors (or their successors or assigns) as the purchasers
in the RAM Investment and set forth in Section 6.18 of that certain
Securities Purchase Agreement pertaining to the RAM Investment has not been
exercised.


 


13





















 


6.13.        Price Adjustment.  From the date hereof until the earlier of
(A) such time as the Investor no longer holds any of the Preferred Stock
and (B) twenty-four (24) months after the Closing, if the Company
closes on the sale of a note or notes, shares of Common Stock, or shares of any
class of Preferred Stock at a price per share of Common Stock, or with a
conversion right to acquire Common Stock at a price per share of Common Stock,
that is less than $0.35 (as adjusted to the capitalization per share as of the
Closing Date, following any stock splits, stock dividends, or the like)
(collectively, the “Subsequent Conversion Price”), then the Company shall make
a post-Closing adjustment in the Conversion Value as set forth in the
Certificate of Designations, which adjustment shall be the result of the application
of a weighted average anti-dilution formula so that the effective price per
share paid by the Investor is reduced.


 


6.14.        Price Adjustment Based on
EBITDA.  If the Funds (as
defined in the Escrow Agreement) are released to the Company pursuant to the
Escrow Agreement prior to June 30, 2006, and if the Company’s EBITDA for the
audited fiscal year ended June 30, 2006, as calculated based upon the
audited financial statements filed with the Company’s Form 10-KSB filed with
the Securities and Exchange Commission, is less than $1,150,000, then the
Company shall issue to the Investor such number of additional shares of
Preferred Stock equal to two million (2,000,000) multiplied by the percentage
by which EBITDA is less than $1,150,000, expressed as a positive number;
provided that in no event shall the number of shares of Preferred Stock issued
pursuant to this Section 6.14 exceed 14% of the number of shares of
Preferred Stock originally issued to the Investor on the Closing Date
(2,000,000) and remaining outstanding to the Investor prior to the application
of this Section 6.14.  For example
if EBITDA is $920,000 (20% decline) the Company shall issue to the Investor an
additional 14% (i.e. 280,000) of the number of shares of Preferred Stock
originally issued to the Investor on the Closing Date (2,000,000) and remaining
outstanding to the Investor; provided that the Investor continues to hold all
2,000,000 shares of Preferred Stock originally issue on the Closing.  Such additional shares of Preferred Stock shall
be delivered to the Investor within five business days of the audited numbers
being reported to the SEC.


 


6.15.        [Intentionally Left Blank]


 


6.16.        Employment and Consulting
Contracts.  For three
years after the Closing the Company must have a unanimous opinion from the
Compensation Committee of the Board of Directors that any awards other than
salary are usual, appropriate and reasonable for any officer, director,
employee or consultant holding a similar position in other fully reporting
public companies with independent majority boards with similar market
capitalizations in the same industry with securities listed on the OTCBB, ASE,
NYSE or NASDAQ.


 


6.17.        Subsequent Equity Sales.  From the date hereof until such time as no
Purchaser holds any of the Preferred Stock, the Company shall be prohibited
from effecting or entering into an agreement to effect any Subsequent Financing
involving a “Variable Rate Transaction” or an “MFN Transaction”
(each as defined below).  The term “Variable
Rate Transaction” shall mean a transaction in which the Company issues or
sells any debt or equity securities that are convertible into, exchangeable or
exercisable for, or include the right to receive additional shares of Common
Stock either (A) at a conversion, exercise or exchange rate or other price
that is based upon and/or varies with the trading prices of or quotations for
the shares of Common Stock at any time after the initial issuance of such debt
or equity securities, or (B) with a conversion,


 


14





















 


exercise or exchange price that is subject to being
reset at some future date after the initial issuance of such debt or equity
security or upon the occurrence of specified or contingent events directly or
indirectly related to the business of the Company or the market for the Common
Stock.  The term “MFN Transaction”
shall mean a transaction in which the Company issues or sells any securities in
a capital raising transaction or series of related transactions which grants to
an investor the right to receive additional shares based upon future
transactions of the Company on terms more favorable than those granted to such
investor in such offering; provided however that any Exempt Issuance shall, for
purposes of this Agreement, not be a MFN Transaction.  Any Purchaser shall be entitled to obtain
injunctive relief against the Company to preclude any such issuance, which
remedy shall be in addition to any right to collect damages.  Notwithstanding the foregoing, this
Section 6.17 shall not apply in respect of an Exempt Issuance, except that
no Variable Rate Transaction or MFN Transaction shall be an Exempt Issuance.


 


6.18.        Amendment to
Articles of Incorporation. 
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 hereunder.  Within
90 days after the date of this Agreement, the Company will call a special
meeting of the shareholders of the Company to vote upon an amendment to the
Articles increasing the number of authorized shares of Common Stock from the
current 40,000,000 to 100,000,000 (the “Share Increase Amendment”).  In addition, the Board of Directors shall
propose and submit to the holders of the Common Stock for approval, an
amendment to the Articles that provides substantially as follows: “The terms
and conditions of any rights, options and warrants approved by the Board of
Directors may provide that any or all of such terms and conditions may be
waived or amended only with the consent of the holders of a designated
percentage of a designated class or classes of capital stock of the Company (or
a designated group or groups of holders within such class or classes, including
but not limited to disinterested holders), and the applicable terms and
conditions of any such rights, options or warrants so conditioned may not be
waived or amended absent such consent.” 
The proxy statement describing the Share Increase Amendment will be
provided to the Investor concurrently with its being filed with the Securities
and Exchange Commission.


 


6.19.        Stock Splits.  All forward and reverse stock splits shall
effect all equity and derivative holders proportionately.


 


6.20.        Payment of Due Diligence
Expenses.  At Closing, the
Company shall reimburse the Investor Fifteen Thousand Dollars ($15,000.00) for
due diligence expenses.


 


ARTICLE VII

COVENANTS OF THE INVESTOR


 


7.1.          Compliance with Law.  The Investor’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.


 


15





















 


7.2.          Transfer Restrictions.  The Investor’s acknowledge that (1) the
Preferred Stock, Warrants and Shares have not been registered under the
provisions of the 1933 Act, and may not be transferred unless
(A) subsequently registered thereunder or (B) the Investor 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 Preferred
Stock, 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
Preferred Stock, 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.


 


7.3.          Restrictive Legend.  The Investor acknowledges and agrees that the
Preferred Stock, 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,
shall 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.”


 


7.4.          Amendment to
Articles of Incorporation. 
Investor hereby agrees to vote any shares of capital stock that it may
own directly or beneficially, for the Share Increase Amendment referenced in
Section 6.18.  Pending adoption of
such Share Increase Amendment, Investor hereby agrees for itself and its
successors and assigns that neither this Section 7.4 or Section 6.18
above, or any restriction on exercise of the Warrant shall be amended, modified
or waived without the consent of the holders of a majority of the shares of
Common Stock held by Persons who are not Affiliates of the Company, or the
Investor or Affiliates of the Investor. Pending adoption or approval of the
Share Increase Amendment by the Company’s shareholders, the Investor hereby
covenants and agrees that under no circumstances will it seek to convert any
Preferred Stock or, subject to the Company complying with Section 6.18,
exercise any of the Warrants until March 31, 2006.  The Investor acknowledges and agrees that the
shareholders of the Company have no obligation, legal or otherwise, to approve
or adopt the Share Increase Amendment, and the Investor hereby expressly
assumes the risk of any such failure to approve or adopt by the shareholders.


 


16





















 


ARTICLE VIII

[INTENTIONALLY OMITTED]


 


ARTICLE IX

[INTENTIONALLY OMITTED]


 


ARTICLE X

TERMINATION


 


If the Funds are
released by the Escrow Agent to Investor as a result of the failure of the
Company’s shareholders to approve or adopt the Share Increase Amendment, the
passing of the Outside Date (as defined in the Escrow Agreement) without
approval or adoption of the Share Increase Amendment, or upon the joint written
instructions of the Company and the Investor, then this Agreement shall
terminate automatically and all rights and obligations of the parties hereunder
shall terminate without any liability of either party to the other; provided
however that Investor shall retain the Warrants and the Registration Rights Agreement
shall continue in full force and effect with respect to the Warrants and Shares
issuable upon proper exercise of the Warrants. 
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 be instructed to return the
Funds (as defined in the Escrow Agreement) to the Investor, the Preferred Stock
certificates shall be canceled, and the Company, within five (5) business days
after the Outside Date, shall pay the Investor 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.


 


ARTICLE XI

GENERAL PROVISIONS


 


11.1.        Transaction Costs.  Except as set forth in Section 6.20, each of
the parties shall 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.


 


11.2.        Indemnification.


 


11.2.1      The Investor agrees to indemnify, defend
and hold the Company (following the Closing Date) and its officers, employees
directors and affiliates harmless against and in respect of any and all claims,
demands, losses, costs, expenses, obligations, liabilities or damages,
including interest, penalties and reasonable attorney’s fees, that it or they
shall incur or suffer, which arise out of or result from or relate to any
breach of any of Investor’s representations or warranties in this Agreement or
failure by such Investor to perform with respect to any of its covenants
contained in this Agreement or in any exhibit or other instrument
furnished or to be furnished under this Agreement.


 


11.2.2      The Company agrees to indemnify, defend
and hold the Investor harmless against and in respect of any and all claims,
demands, losses, costs, expenses, obligations, liabilities or damages,
including interest, penalties and reasonable attorney’s fees, that it shall


 


17





















 


incur or suffer, which arise out of, result from or
relate to any breach of any of the Company’s representations or warranties in
this Agreement or failure by the Company to perform with respect to any of its
covenants contained in this Agreement or in any exhibit or other
instrument furnished or to be furnished under this Agreement.


 


11.2.3      In no event shall the Company or the
Investor be entitled to recover consequential or punitive damages resulting
from a breach or violation of this Agreement or any exhibits furnished under
this Agreement.  In the event of a breach
of this Agreement by the Company, the Investor or the Company shall be entitled
to pursue a remedy of specific performance. 
The indemnification by the Investor or the Company shall be limited to
$50,000.00.


 


11.2.4      Notwithstanding any provision of this
Agreement to the contrary, and notwithstanding Section 11.2.2 above, in no
event will the Company be liable to the Investor for any claim, demand, loss,
cost, expense, obligation, liability, or damage arising from, related to, or
resulting from the failure of the Company’s shareholders to approve or adopt
the Share Increase Amendment.


 


11.3.        Headings.  The table of contents and headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.


 


11.4.        Entire Agreement.  This Agreement (together with the Schedule,
Exhibits, Warrants and documents referred to herein) constitutes the entire
agreement of the parties and supersede all prior agreements and undertakings,
both written and oral, between the parties, or any of them, with respect to the
subject matter hereof.


 


11.5.        Notices.  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


12061 Tejon Street


Westminster, Colorado 80234


Attention: Chief Financial Officer


Facsimile: (303) 252-9212


 


With a copy to:


 


Otten, Johnson, Robinson, Neff & Ragonetti, P.C.


950 17th Street, Suite 1600


Denver, Colorado 80202


 


18





















 


Facsimile: (303) 825-6525


Attn:  Robert
Attai, Esq.


 


If to the Investor:


 


Barron Partners L.P.


c/o Barron Capital Advisors, LLC


730 Fifth Avenue, 9th Floor


New York, New York 10019


Attn: Andrew Barron Worden


Facsimile: (646) 607-2223


 


With a copy to:


 


John H. Heuberger


DLA Piper Rudnick Gray Cary US LLP


203 North LaSalle Street, Suite 1900


Chicago, Illinois 60601


Facsimile: 
(312) 630-5322


 


11.6.        Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party.  Upon
such determination that any such term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.


 


11.7.        Binding Effect.  All the terms and provisions of this Agreement
whether so expressed or not, shall be binding upon, inure to the benefit of,
and be enforceable by the parties and their respective administrators,
executors, legal representatives, heirs, successors and assignees.


 


11.8.        Preparation of Agreement.  This Agreement shall not be construed more
strongly against any party regardless of who is responsible for its
preparation.  The parties acknowledge
each contributed and is equally responsible for its preparation.


 


11.9.        Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without giving
effect to applicable principles of conflicts of law.


 


11.10.      Jurisdiction.  If any action is brought among the parties
with respect to this Agreement or otherwise, by way of a claim or counterclaim,
the parties agree that in any such action, and on all issues, the parties
irrevocably waive their right to a trial by jury.  In the event suit or action is brought by any
party under this Agreement to enforce any of its terms, or in any


 


19





















 


appeal therefrom, it is agreed that the prevailing
party shall be entitled to reasonable attorneys fees to be fixed by the
arbitrator, trial court, and/or appellate court.


 


11.11.      Preparation and Filing of
Securities and Exchange Commission Filings.  The Investor shall reasonably assist and
cooperate with the Company in the preparation of all filings with the SEC after
the Closing Date due after the Closing Date.


 


11.12.      Further Assurances,
Cooperation.  Each party
shall, upon reasonable request by the other party, execute and deliver any
additional documents reasonably necessary or desirable to complete the
transactions herein pursuant to and in the manner contemplated by this Agreement.


 


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


 


11.14.      Third Parties.  Nothing in this Agreement, whether express or
implied, is intended to confer any rights or remedies under or by reason of
this Agreement on any persons other than the parties hereto and their
respective administrators, executors, legal representatives, heirs, successors
and assigns.  Nothing in this Agreement
is intended to relieve or discharge the obligation or liability of any third
persons to any party to this Agreement, nor shall any provision give any third
persons any right of subrogation or action over or against any party to this
Agreement.


 


11.15.      Failure to Indulgence Not
Waiver; Remedies Cumulative. 
No failure or delay on the part of any party hereto in the exercise of
any right hereunder shall impair such right or be construed to be a waiver of,
or acquiescence in, any breach of any representation, warranty, covenant or
agreement herein, nor shall any single or partial exercise of any such right
preclude other or further exercise thereof or of any other right.  All rights and remedies existing under this
Agreement are cumulative to, and not exclusive of, any rights or remedies
otherwise available.


 


11.16.      Counterparts.  This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement.  A facsimile transmission of this signed
Agreement shall be legal and binding on all parties hereto.


 


[SIGNATURES ON FOLLOWING PAGE]


 


20





















 


IN WITNESS WHEREOF, the Investor
and the Company have as of the date first written above executed this
Agreement.


 


	
  THE
  COMPANY:

  
	
   

  
	
  CORGENIX
  MEDICAL CORPORATION

  
	
   

  
	
   

  
	
  /s/ Douglass T.
  Simpson

  	
   

  
	
  By: Douglass T.
  Simpson

  
	
  Title: Chief
  Executive Officer

  
	
   

  
	
  INVESTOR:

  
	
   

  
	
  BARRON PARTNERS
  LP

  
	
   

  
	
  By:

  	
  Barron Capital
  Advisors, LLC, its General Partner

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ Andrew
  Barron Worden

  	
   

  
	
   

  	
   

  	
  Andrew Barron
  Worden

  
	
   

  	
   

  	
  President

  
					



 


21





















 


Schedule A


 


	
  NAME
  AND ADDRESS

  	
   

  	
  AMOUNT OF INVESTMENT

  	
   

  	
  NUMBER OF SHARES OF

  COMMON STOCK INTO

  WHICH PREFERRED STOCK

  IS CONVERTIBLE

  	
   

  	
  NUMBER OF SHARES

  UNDERLYING WARRANTS

  	
   

  
	
  Barron Partners LP

  730 Fifth Avenue, 9th Floor

  New York, New York 10019

  Attn: Andrew Barron Worden

  	
   

  	
  $

  	
  2,000,000

  	
   

  	
  5,714,286

  	
   

  	
  15,000,000

  	
   

  
									



 


1





















 


Schedule 4.3.2 –
Capitalization


 


See Attached
Schedule


 


1





















 


Exhibit A


 


Form of
Certificate of Designation of Preferences, Rights and Limitations


 


1





















 


Exhibit B


 


Registration
Rights Agreement


 


1





















 


Exhibit C


 


Warrants


 


1





















 


EXHIBIT D


 


Escrow Agreement


 


1





















 


EXHIBIT E


 


Lock-Up Agreement


 


2