Exhibit 10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered
into as of the 28th day of December, 2005 by and among Corgenix Medical Corporation, a corporation organized and
existing under the laws of the State of Nevada (“CONX”
or the “Company”), and Barron Partners
L.P., a Delaware limited partnership (hereinafter referred to as the “Investor”).  Unless defined otherwise, capitalized terms
herein shall have the identical meaning as in the Preferred Stock Purchase
Agreement.


 


PRELIMINARY STATEMENT


 


WHEREAS, pursuant to the
Preferred Stock Purchase Agreement of even date herewith by and among the
Company and the Investor, as part of the consideration, Investor shall receive
Preferred Stock and Warrants, which upon conversion and exercise, in accordance
with the terms of the Preferred Stock Purchase Agreement and Warrant Agreement,
entitle the Investor to receive Shares of the Company; and


 


WHEREAS, the ability of the
Investors to sell their Shares is subject to certain restrictions under the
1933 Act; and


 


WHEREAS, as a condition to the
Preferred Stock Purchase Agreement, The Company has agreed to provide the
Investor with a mechanism that will permit such Investor to sell its Shares in
the future.


 


NOW, THEREFORE, in consideration of the premises and
of the mutual covenants and agreements, and subject to the terms and conditions
herein contained, the parties hereto hereby agree as follows:


 


ARTICLE I


 


INCORPORATION BY REFERENCE,
SUPERSEDER


 


1.1.          Incorporation by Reference.  The foregoing recitals 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.


 


ARTICLE II



DEMAND REGISTRATION RIGHTS


 


2.1.          Registrable Securities.  “Registerable Securities” means the
Shares.  As to any particular Registrable
Securities, such securities will cease to be Registrable Securities when
(a) they have


 





















 


been effectively
registered under the 1933 Act and disposed of in accordance with the
registration statement covering them, (b) they are or may be freely traded
without registration pursuant to Rule 144 under the 1933 Act (or any similar
provisions that are then in effect), or (c) they have been otherwise transferred
and new certificates for them not bearing a restrictive legend have been issued
by the Company and the Company shall not have “stop transfer” instructions
against them.


 


2.2.          Registration of
Registrable Securities. 
The Company shall prepare and file within fifteen (15) days after
adoption or approval of the Share Increase Amendment by the Company’s
shareholders (the “Filing Date”)
a registration statement (the “Registration Statement”)
covering the resale of such number of shares of the Registrable Securities as
the Investor shall elect by written notice to the Company, and absent such
election, covering the resale of all of the shares of the Registrable
Securities.  If necessary in the opinion
of counsel to the Company and the Investor, the Company will file a separate
registration statement with respect to the resale of the Registrable Securities
underlying securities that may be issued pursuant to Section 6.14 of the
Preferred Stock Purchase Agreement.  The
Company shall use its commercially reasonable to cause the Registration
Statement to be declared effective by the SEC on the earlier of (i) 90
days following the Filing Date with respect to the Registration Statement,
(ii) ten (10) days following the receipt of a “No Review” or similar letter
from the SEC or (iii) the first business day following the day the SEC
determines the Registration Statement eligible to be declared effective (the “Required Effectiveness Date”).  Nothing contained herein shall be deemed to
limit the number of Registrable Securities to be registered by the Company
hereunder.  As a result, should the
Registration Statement not relate to the maximum number of Registrable
Securities acquired by (or potentially acquirable by) the holders of the Shares
of the Company issuable to the Investor upon exercise of the Preferred Stock
and Warrants issued pursuant to the Preferred Stock Purchase Agreement, the
Company shall be required to promptly file a separate registration statement
(utilizing Rule 462 promulgated under the 1933 Act, where applicable) relating
to such Registrable Securities which then remain unregistered.  The provisions of this Agreement shall relate
to any such separate registration statement as if it were an amendment to the
Registration Statement.


 


2.3.          Registration Statement
Form.  Registrations under
Section 2.2 shall be on the appropriate registration form of the SEC as
shall permit the disposition of such Registrable Securities in accordance with
the intended method or methods of disposition specified in the Registration
Statement; provided, however, such intended method of disposition shall not
include an underwritten offering of the Registrable Securities.


 


2.4.          Expenses.  The Company will pay all Registration
expenses in connection with any registration required by under Section 2.2.


 


2.5.          Effective Registration
Statement.  A registration
requested pursuant to Section 2.2 shall not be deemed to have been
effected (i) unless a registration statement with respect thereto has
become effective within the time period specified herein, provided that a
registration which does not become effective after the Company filed a
registration statement with respect thereto solely by reason of the refusal to
proceed of any holder of Registrable Securities (other than a refusal to
proceed based upon the advice of counsel in the form of a letter signed by such
counsel and provided to the Company relating to a disclosure matter unrelated
to such holder) shall be


 


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deemed to have been
effected by the Company unless the holders of the Registrable Securities shall
have elected to pay all registration expenses in connection with such
registration, (ii) if, after it has become effective, such registration
becomes subject to any stop order, injunction or other order or extraordinary
requirement of the SEC or other governmental agency or court for any reason or
(iii) if, after it has become effective, such registration ceases to be
effective for more than the allowable Black-Out Periods (as defined herein).


 


2.6.          Plan Of Distribution.  The Company hereby agrees that the
Registration Statement shall include a plan of distribution section reasonably
acceptable to the Investor; provided, however, such plan of distribution
section shall be modified by the Company so as to not provide for the
disposition of the Registrable Securities on the basis of an underwritten
offering.


 


2.7.          Liquidated Damages.  If, after the Filing Date, the Company does
not file the Registration Statement pursuant to the requirements of
Section 2.2 herein, or if the Registration Statement filed pursuant to
Section 2.2 herein is not declared effective within 120 days after the
Filing Date, or if the Registrable Securities are registered pursuant to an
effective Registration Statement and such Registration Statement or other
Registration Statement(s) demanded by Investor including the Registrable
Securities is not effective in the period beginning from the date falling 120
days after the Filing Date through two and one-half years following the date
hereof, the Company shall, for each thirty (30) day period issue to the
Investor, as liquidated damages and not as a penalty, one and one-half percent
(1.5%) of the number of shares of Preferred Stock originally issued to the Investor
upon the Closing of the Preferred Stock Purchase Agreement.  Such issuance shall be made no later than the
tenth business day of the calendar month next succeeding the month in which
such failure occurs.  However, in no
event shall the Company be required to pay any liquidated damages under this
Section 2.7 in an amount exceeding, together with any adjustments made
pursuant to Section 6.14 of the Preferred Stock Purchase Agreement, 14% of
the number of shares underlying the Preferred Stock originally issued to the
Investor upon the Closing in the aggregate (as adjusted pursuant to the terms
of the Certificate of Designations).


 


(i)            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.


 


(ii)           The parties hereto agree that the liquidated
damages provided for in this Section 2.7 constitute a reasonable estimate
of the damages that may be incurred by the Investor by reason of the failure of
the Registration Statement(s) to be filed or declared effective in accordance
with the provisions hereof.


 


(iii)          The obligation of the Company to take
any action required by this Agreement terminates when the holder of shares of
Registrable Securities no longer holds more than five percent (5%) of its
shares of Registrable Securities.


 


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ARTICLE III



INCIDENTAL REGISTRATION RIGHTS


 


3.1.          Right To Include (“Piggy-Back”)
Registrable Securities. 
Provided that the Registrable Securities have not been registered, if at
any time after the date hereof but before the second anniversary of the date
hereof, the Company proposes to register any of its securities under the 1933
Act (other than by a registration in connection with an acquisition in a manner
which would not permit registration of Registrable Securities for sale to the
public, on Form S-8, or any successor form thereto, on Form S-4, or any
successor form thereto and other than pursuant to Article II), on an
underwritten basis (either best-efforts or firm-commitment), then, the Company
will each such time give prompt written notice to all holders of Registrable
Securities of its intention to do so and of such holders of Registrable
Securities’ rights under this Section 3.1. 
Upon the written request of any such holders of Registrable Securities
made within ten (10) days after the receipt of any such notice (which request
shall specify the Registrable Securities intended to be disposed of by such
holders of Registrable Securities and the intended method of disposition
thereof), the Company will, subject to the terms of this Agreement, use its
commercially reasonable best efforts to effect the registration under the 1933
Act of the Registrable Securities, to the extent requisite to permit the
disposition (in accordance with the intended methods thereof as aforesaid) of
such Registrable Securities so to be registered, by inclusion of such
Registrable Securities in the registration statement which covers the
securities which the Company proposes to register, provided that if, at any
time after written notice of its intention to register any securities and prior
to the effective date of the registration statement filed in connection with
such registration, the Company shall determine for any reason either not to
register or to delay registration of such securities, the Company may, at its
election, give written notice of such determination to each holders of
Registrable Securities and, thereupon, (i) in the case of a determination
not to register, shall be relieved of this obligation to register any Registrable
Securities in connection with such registration (but not from its obligation to
pay the registration expenses in connection therewith), without prejudice,
however, to the rights of any holder or holders of Registrable Securities
entitled to do so to request that such registration be effected as a
registration under Article II, and (ii) in the case of a
determination to delay registering, shall be permitted to delay registering any
Registrable Securities, for the same period as the delay in registering such
other securities.  No registration
effected under this Section 3.1 shall relieve the Company of its
obligation to effect any registration upon request under Article II.  The Company will pay all registration
expenses in connection with each registration of Registrable Securities
requested pursuant to this Section 3.1. 
The right provided the Holders of the Registrable Securities pursuant to
this Section shall be exercisable at their sole discretion and will in no
way limit any of the Company’s obligations to pay the Securities according to
their terms.


 


3.2.          Priority In Incidental
Registrations.  If the
managing underwriter of the underwritten offering contemplated by this Article III
shall inform the Company and holders of the Registrable Securities requesting
such registration by letter of its belief that the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering, then the Company will include in such registration, to
the extent of the number which the Company is so advised can be sold in such
offering, (i) first securities proposed by the Company to be sold for its
own account, and (ii) second Registrable Securities and
(iii) securities


 


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of other selling security
holders requested to be included in such registration.  Notwithstanding any other provision of this
Agreement to the contrary, with respect to the exercise of rights pursuant to
this Article III, the Investor shall be subordinate to those of the RAM
Investors.


 


ARTICLE IV



REGISTRATION PROCEDURES


 


4.1.          Registration Procedures.  The Company shall:


 


(i)            before filing the Registration
Statement or any amendments thereto, furnish to the counsel selected by the
holders of Registrable Securities which are to be included in such
registration, copies of all such documents proposed to be filed;


 


(ii)           with respect to any registration
statement pursuant to Section 2.2, prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the 1933 Act with
respect to the disposition of all Registrable Securities covered by such
registration statement until the earlier to occur of thirty (30) months after
the date of this Agreement (subject to the right of the Company to suspend the
effectiveness thereof for not more than 10 consecutive Trading Days or an
aggregate of 10 Trading Days during each year (each a “Black-Out
Period”)) or such time as all of the securities which are the
subject of such registration statement cease to be Registrable Securities (such
period, in each case, the “Registration Maintenance
Period”).  The Company
must notify the Investor within twenty four (24) hours prior to any Black-Out
Period;


 


(iii)          furnish to each holder of Registrable
Securities covered by such registration statement such number of conformed
copies of such registration statement and of each such amendment and supplement
thereto (in each case including all exhibits), such number of copies of the
prospectus contained in such registration statement (including each preliminary
prospectus and any summary prospectus) and any other prospectus filed under
Rule 424 under the 1933 Act, in conformity with the requirements of the 1933
Act, and such other documents, as such holder of Registrable Securities may
reasonably request in order to facilitate the public sale or other disposition
of the Registrable Securities owned by such holder of Registrable Securities;


 


(iv)          use its commercially reasonable
efforts to register or qualify all Registrable Securities and other securities
covered by such registration statement under such other U.S. federal or state
securities laws or U.S. state blue sky laws as any U.S. holder of Registrable
Securities thereof shall reasonably request, to keep such registrations or
qualifications in effect for so long as such registration statement remains in
effect, and take any other action which may be reasonably necessary to enable
such holder of Registrable Securities to consummate the disposition in such
jurisdictions of the securities owned by such holder of Registrable Securities,
except that the Company shall not for any such purpose be required to qualify
generally to do business as a foreign corporation in any jurisdiction wherein
it would not but for the requirements of this subdivision (iv) be
obligated to be so qualified or to consent to general service of process in any
such jurisdiction;


 


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(v)           use its commercially reasonable
efforts to cause all Registrable Securities covered by such registration
statement to be registered with or approved by such other governmental agencies
or authorities as may be necessary to enable the U.S. holder of Registrable
Securities thereof to consummate the disposition of such Registrable
Securities;


 


(vi)          notify the Investor and its counsel
promptly and confirm such advice in writing promptly after the Company has
knowledge thereof:


 


(a)           when the Registration Statement, the
prospectus or any prospectus supplement related thereto or post-effective
amendment to the Registration Statement has been filed, and, with respect to
the Registration Statement or any post-effective amendment thereto, when the
same has become effective;


 


(b)           of any request by the SEC for
amendments or supplements to the Registration Statement or the prospectus or
for additional information;


 


(c)           of the issuance by the SEC of any
stop order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings by any Person for that purpose; and


 


(d)           of the receipt by the Company of any
notification with respect to the suspension of the qualification of any
Registrable Securities for sale under the securities or blue sky laws of any
jurisdiction or the initiation or threat of any proceeding for such purpose;


 


(vii)         notify each holder of Registrable
Securities covered by such registration statement, at any time when a
prospectus relating thereto is required to be delivered under the 1933 Act,
upon discovery that, or upon the happening of any event as a result of which,
the prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state any material
facts required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing, and at the
request of any such holder of Registrable Securities promptly prepare and
furnish to such holder of Registrable Securities a reasonable number of copies
of a supplement to or an amendment of such prospectus as may be necessary so
that, as thereafter delivered to the purchasers of such securities, such
prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing; use its best efforts to obtain the withdrawal of any order suspending
the effectiveness of the Registration Statement at the earliest possible
moment;


 


(viii)        otherwise use its commercially
reasonable efforts to comply with all applicable rules and regulations of the
SEC, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least twelve
months, but not more than eighteen months, beginning with the first full
calendar month after the effective date of such registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
1933 Act and Rule 158 thereunder;


 


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(ix)           use its commercially reasonable
efforts to list all Registrable Securities covered by such registration
statement on any securities exchange on which any of the Registrable Securities
are then listed; if any.


 


The Company may require each holder of Registrable
Securities as to which any registration is being effected to furnish the
Company such information regarding such holder of Registrable Securities and
the distribution of such securities as the Company may from time to time
reasonably request in writing.


 


4.2.          The Company will not file any registration
statement pursuant to Section 2.2, or amendment thereto or any prospectus
or any supplement thereto to which the Investors shall reasonably object,
provided that the Company may file such documents in a form required by law or
upon the advice of its counsel.


 


4.3.          The Company represents and warrants to
each holder of Registrable Securities that it has obtained all necessary
waivers, consents and authorizations necessary to execute this Agreement and
consummate the transactions contemplated hereby other than such waivers,
consents and/or authorizations specifically contemplated by the Preferred Stock
Purchase Agreement, including the Share Increase Amendment.


 


4.4.          Each holder of Registrable Securities
agrees that, upon receipt of any notice from the Company of the occurrence of
any event of the kind described in subdivision (vii) of Section 4.1,
such Holder will forthwith discontinue such holder of Registrable Securities’
disposition of Registrable Securities pursuant to the Registration Statement
relating to such Registrable Securities until such holder of Registrable
Securities’ receipt of the copies of the supplemented or amended prospectus
contemplated by subdivision (vii) of Section 4.1 and, if so directed
by the Company, will deliver to the Company (at the Company’s expense) all
copies, other than permanent file copies, then in such Holder’s possession of
the prospectus relating to such Registrable Securities current at the time of
receipt of such notice.


 


ARTICLE V



INDEMNIFICATION


 


5.1.          Indemnification by the
Company.  In the event of
any registration of any securities of the Company under the 1933 Act, the
Company will, and hereby does agree to indemnify and hold harmless the holder
of any Registrable Securities covered by such registration statement, its
directors and officers and each other Person, if any, who controls such holder
within the meaning of the 1933 Act against any losses, claims, damages or
liabilities, joint or several, to which such holder or any such director or
officer or controlling person may become subject under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which such
securities were registered under the 1933 Act, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and the Company will


 


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reimburse such holder and
each such director, officer, underwriter and controlling person for any legal
or any other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, liability, action or
proceeding, provided that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage, liability, (or action or
proceeding in respect thereof) or expense arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such holder
stating that it is for use in the preparation thereof and, provided further
that the Company shall not be liable to any Person who participates as an
underwriter in the offering or sale of Registrable Securities or to any other
Person, if any, who controls such underwriter within the meaning of the 1933
Act, in any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense arises out of
such Person’s failure to send or give a copy of the final prospectus, as the
same may be then supplemented or amended, within the time required by the 1933
Act to the Person asserting the existence of an untrue statement or alleged
untrue statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such Person if such
statement or omission was corrected in such final prospectus or an amendment or
supplement thereto.  Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of such holder or any such director, officer, underwriter or controlling
person and shall survive the transfer of such securities by such holder.


 


5.2.          Indemnification by the
Investor.  The Investor
will, and hereby does agree to indemnify and hold harmless (in the same manner
and to the same extent as set forth in Section 5.1) the Company, each
director of the Company, each officer of the Company and each other Person, if
any, who controls the Company within the meaning of the 1933 Act, with respect
to any statement or alleged statement in or omission or alleged omission from
such registration statement, any preliminary prospectus, final prospectus or
summary prospectus contained therein, or any amendment or supplement thereto, if
such statement or alleged statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company specifically stating that it is for use in the preparation of such
registration statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement. 
This indemnity shall remain in full force and effect, regardless of any
investigation made by or on behalf of the Company or any such director, officer
or controlling person and shall survive the transfer of such securities by such
Investor.


 


5.3.          Notices Of Claims, Etc.  Promptly after receipt by an indemnified
party of notice of the commencement of any action or proceeding involving a
claim referred to in Sections 5.1 and Section 5.2, such indemnified
party will, if claim in respect thereof is to be made against an indemnifying
party, give written notice to the latter of the commencement of such action,
provided that the failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of its obligations under
Section 5.1 and Section 5.2, except to the extent that the
indemnifying party is actually and materially prejudiced by such failure to
give notice.  In case any such action is
brought against an indemnified party, unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, the indemnifying party
shall be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party


 


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similarly notified, to
the extent that the indemnifying party may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof other than reasonable costs of
investigation.  No indemnifying party
shall, without the consent of the indemnified party, consent to entry of any
judgment or enter into any settlement of any such action which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to
such indemnified party of a release from all liability, or a covenant not to
sue, in respect to such claim or litigation. 
No indemnified party shall consent to entry of any judgment or enter
into any settlement of any such action the defense of which has been assumed by
an indemnifying party without the consent of such indemnifying party.


 


5.4.          Other Indemnification.  Indemnification similar to that specified in
Section 5.1 and Section 5.2 (with appropriate modifications) shall be
given by the Company and each holder of Registrable Securities (but only if and
to the extent required pursuant to the terms herein) with respect to any
required registration or other qualification of securities under any Federal or
state law or regulation of any governmental authority, other than the 1933 Act.


 


5.5.          Indemnification Payments.  The indemnification required by
Section 5.1 and Section 5.2 shall be made by periodic payments of the
amount thereof during the course of the investigation or defense, as and when
bills are received or expense, loss, damage or liability is incurred.


 


5.6.          Contribution.  If the indemnification provided for in
Section 5.1 and Section 5.2 is unavailable to an indemnified party in
respect of any expense, loss, claim, damage or liability referred to therein,
then each indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such expense, loss, claim, damage or liability (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the holder of Registrable Securities or
underwriter, as the case may be, on the other from the distribution of the
Registrable Securities or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company on the one hand and
of the holder of Registrable Securities or underwriter, as the case may be, on
the other in connection with the statements or omissions which resulted in such
expense, loss, damage or liability, as well as any other relevant equitable
considerations.  The relative benefits
received by the Company on the one hand and the holder of Registrable
Securities or underwriter, as the case may be, on the other in connection with
the distribution of the Registrable Securities shall be deemed to be in the
same proportion as the total net proceeds received by the Company from the
initial sale of the Registrable Securities by the Company to the purchasers
bear to the gain, if any, realized by all selling holders participating in such
offering or the underwriting discounts and commissions received by the
underwriter, as the case may be.  The
relative fault of the Company on the one hand and of the holder of Registrable
Securities or underwriter, as the case may be, on the other shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission to state a material fact relates to
information supplied by the Company, by the holder of Registrable Securities or
by the


 


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underwriter and the
parties’ relative intent, knowledge, access to information supplied by the
Company, by the holder of Registrable Securities or by the underwriter and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission, provided that the foregoing
contribution agreement shall not inure to the benefit of any indemnified party
if indemnification would be unavailable to such indemnified party by reason of
the provisions contained herein, and in no event shall the obligation of any
indemnifying party to contribute under this Section 5.6 exceed the amount
that such indemnifying party would have been obligated to pay by way of
indemnification if the indemnification provided for hereunder had been
available under the circumstances.


 


The Company and the holders of Registrable Securities
agree that it would not be just and equitable if contribution pursuant to this
Section 5.6 were determined by pro rata allocation (even if the holders of
Registrable Securities and any underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding
paragraph.  The amount paid or payable by
an indemnified party as a result of the losses, claims, damages and liabilities
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth herein, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim.


 


Notwithstanding the provisions of this Section 5.6,
no holder of Registrable Securities or underwriter shall be required to
contribute any amount in excess of the amount by which (i) in the case of
any such holder, the net proceeds received by such holder from the sale of
Registrable Securities in the applicable Registration Statement or (ii) in
the case of an underwriter, the total price at which the Registrable Securities
purchased by it and distributed to the public were offered to the public
exceeds, in any such case, the amount of any damages that such holder or underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission.  No Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.


 


ARTICLE VI



RULE 144


 


6.1.          Rule 144.  The Company shall file in a timely manner the
reports required to be filed by the Company under the 1933 Act and the 1934 Act
(including but not limited to the reports under Sections 13 and 15(d) of
the Exchange Act referred to in subparagraph (c) of Rule 144 adopted by
the SEC under the 1933 Act) and the rules and regulations adopted by the SEC
thereunder (or, if the Company is not required to file such reports, will, upon
the request of any holder of Registrable Securities, make publicly available
other information) and will take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the 1933 Act within the limitation of the exemptions
provided by (a) Rule 144 under the 1933 Act, as such Rule may be amended
from time to time, or (b) any similar rule or regulation hereafter adopted
by the SEC. Upon the request of any holder of Registrable Securities, the


 


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Company will deliver to
such holder a written statement as to whether it has complied with the requirements
of this Section 6.1.


 


ARTICLE VII


 


MISCELLANEOUS


 


7.1.          Amendments And Waivers.  This Agreement may be amended and the Company
may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company shall have obtained the
written consent of the Investor.


 


7.2.          Notices.  Except as otherwise provided in this
Agreement, all notices, requests and other communications to any Person
provided for hereunder shall be in writing and shall be given to such Person,
addressed to such party in the manner set forth in the Preferred Stock Purchase
Agreement or at such other address as such party shall have furnished to the
Company in writing.


 


7.3.          Assignment.  This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and may not be
assigned by either party without the prior written consent of the other.


 


7.4.          Descriptive Headings.  The descriptive headings of the several
sections and paragraphs of this Agreement are inserted for reference only
and shall not limit or otherwise affect the meaning hereof.


 


7.5.          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.


 


7.6.          Attorney Fees.  In the event suit or action is brought by any
party under this Agreement to enforce any of its terms, or in any 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.


 


7.7.          Entire Agreement.  This Agreement embodies the entire agreement
and understanding between the Company and each other party hereto relating to
the subject matter hereof and supercedes all prior agreements and
understandings relating to such subject matter.


 


7.8.          Severability.  If any provision of this Agreement, or the
application of such provisions to any Person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to Persons or circumstances other than those to which it is held invalid, shall
not be affected thereby.


 


7.9.          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
permitted assignees.


 


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7.10.        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.


 


7.11.        Failure or 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 nay 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.


 


7.12.        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]


 


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


 


	
  Corgenix
  Medical Corporation

  
	
   

  
	
   

  
	
  /s/ Dougless T.
  Simpson

  	
   

  
	
  By: Douglass T.
  Simpson

  
	
  Title: Chief
  Executive Officer

  
	
   

  
	
  INVESTOR

  
	
   

  
	
  BARRON PARTNERS
  LP

  
	
   

  
	
  By:

  	
  Barron Capital
  Advisors, LLC, its General Partners

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ Andrew
  Barron Worden

  	
   

  
	
   

  	
  Andrew Barron
  Worden

  
	
   

  	
  President

  
	
   

  	
  730 Fifth
  Avenue, 9th Floor

  
	
   

  	
  New York NY
  10019

  
					



 


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