Exhibit 4.3


 


 THIS TERM NOTE AND THE COMMON SHARES ISSUABLE
UPON CONVERSION OF THIS TERM NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  THIS TERM NOTE AND THE COMMON SHARES ISSUABLE
UPON CONVERSION OF THIS TERM NOTE MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
AS TO THIS TERM NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CORGENIX MEDICAL CORPORATION
THAT SUCH REGISTRATION IS NOT REQUIRED.


 


SECURED
CONVERTIBLE TERM NOTE


 


FOR VALUE RECEIVED, CORGENIX
MEDICAL CORPORATION, a Nevada corporation (the “Borrower”),
hereby promises to pay to [NAME], [ADDRESS] (the “Holder”)
or its registered assigns or successors in interest, or order, the sum of                                             Dollars
($                  )
(the “Principal Amount”), together with any
accrued and unpaid interest thereon, on December 28, 2008 (the “Maturity Date”)
if not sooner paid.


 


Capitalized terms used herein
without definition shall have the meanings ascribed to such terms in that
certain Securities Purchase Agreement dated as of the date hereof between the
Borrower, the Holder,                             
(“                ”)
and                       
(“                        ”)
(the “Purchase Agreement”).


 


On the date hereof, the
Borrower is issuing to                             
and                           
pursuant to the Purchase agreement an identical secured convertible term note
in the original principal amount of                               
Dollars ($                ).


 


The following terms shall apply
to this Term Note:


 


ARTICLE I

INTEREST & AMORTIZATION


 


1.1                                 (a)                                  Interest
Rate.  Subject to Sections 1.1(b),
4.12 and 5.6 hereof, interest payable on this Term Note shall accrue for the
Principal Amount at a rate per annum (the “Interest Rate”)
equal to the greater of (x) the “prime rate” published in The Wall
Street Journal from time to time (the “Prime Rate”),
plus three percent (3%), or (y) twelve percent (12%).  The Prime Rate shall be increased or
decreased as the case may be for each increase or decrease in the prime rate in
an amount equal to such increase or decrease in the prime rate; each change to
be effective as of the day of the change in such rate.  Interest shall accrue from the date hereof
and shall be calculated on the basis of a 360 day year.  Interest shall be payable monthly, in
arrears, commencing on January 1,
2006 and on the first day of each consecutive calendar month thereafter (each,
a “Repayment Date”) and on the Maturity
Date, whether by acceleration or otherwise.


 





















 


(b)                                 Interest
Rate Adjustment.  The Interest Rate
shall be subject to adjustment on the last business day of each month hereafter
until the Maturity Date (each a “Determination Date”).  If on any Determination Date (i) the
Borrower shall have registered under the Securities Act of 1933, as amended
(the “Securities Act”), the shares of Common
Stock underlying each of the conversion of this Term Note and the exercise of
the Warrant on a registration statement declared effective by the Securities
and Exchange Commission (the “SEC”), and (ii) the
market price (the “Market Price”)
of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as
defined below) for the five (5) consecutive trading days immediately preceding
such Determination Date exceeds the then applicable Fixed
Conversion Price by at least twenty five percent (25%), the Interest Rate for
the succeeding calendar month shall automatically be reduced by 25 basis points
(25 b.p.) (0.25%) for each incremental twenty five percent (25%) increase in
the Market Price of the Common Stock above the then applicable Fixed Conversion
Price.  Notwithstanding the foregoing
(and anything to the contrary contained herein), in no event shall the Interest
Rate be less than zero percent (0%).


 


1.2                                 Minimum
Monthly Principal Payments.  Payments
of the Principal Amount shall begin on June 1, 2006 and shall recur on
each succeeding Repayment Date thereafter until the Principal Amount has been
repaid in full, whether by the payment of cash or by the conversion of such
principal into Common Stock pursuant to the terms hereof.  Subject to Section 2.1 and Article III
below, on each Repayment Date, the Borrower shall make payments to the Holder
in the amount of $32,954.53 (the “Monthly Principal Amount”),
together with any accrued and unpaid interest then due on the Principal Amount
plus any and all other amounts which are then owing under this Term Note that
have not been paid (the Monthly Principal Amount, together with such accrued
and unpaid interest and such other amounts, collectively, the “Monthly Amount”). Any Principal Amount that remains
outstanding on the Maturity Date shall be due and payable on the Maturity Date.


 


ARTICLE II

CONVERSION REPAYMENT


 


2.1                                 (a)                                  Payment
of Monthly Amount in Cash or Common Stock. 
If the Monthly Amount (or a portion of such Monthly Amount if such
portion of the Monthly Amount would have been converted into shares of Common Stock
but for Section 3.2) is required to be paid in cash pursuant to Section 2.1(b),
then the Borrower shall pay the Holder an amount equal to 110% of the Monthly
Amount due and owing to the Holder on the Repayment Date in cash.  If the Monthly Amount (or a portion of such
Monthly Amount if not all of the Monthly Amount may be converted into shares of
Common Stock pursuant to Section 3.2) is required to be paid in shares of
Common Stock pursuant to Section 2.1(b), the number of such shares to be
issued by the Borrower to the Holder on such Repayment Date (in respect of such
portion of the Monthly Amount converted into shares of Common Stock pursuant to
Section 2.1(b)), shall be the number determined by dividing (x) the
portion of the Monthly Amount converted into shares of Common


 


2





















 


Stock, by (y) the then
applicable Fixed Conversion Price.  For
purposes hereof, the initial “Fixed Conversion Price”
means $0.30.


 


(b)                                 Monthly
Amount Conversion Guidelines. 
Subject to Sections 2.1(a), 2.2 and 3.2 hereof, the Holder shall convert
into shares of Common Stock all or a portion of the Monthly Amount due on each
Repayment Date according to the following guidelines (collectively, the “Conversion Criteria”): (i) the average closing price of
the Common Stock as reported by Bloomberg, L.P. on the Principal Market for the
five (5) consecutive trading days immediately preceding such
Repayment Date shall be greater than or equal to 115% of the Fixed Conversion
Price and (ii) the amount of such conversion does not exceed twenty five
percent (25%) of the aggregate dollar trading volume of the Common Stock for
the twenty two (22) trading day period immediately preceding the applicable
Repayment Date.  If the Conversion
Criteria are not met, the Holder shall convert only such part of the Monthly
Amount that meets the Conversion Criteria. Any part of the Monthly Amount due
on a Repayment Date that the Holder has not been able to convert into shares of
Common Stock due to failure to meet the Conversion Criteria, shall be paid by
the Borrower in cash at the rate of 110% of the Monthly Amount otherwise due on
such Repayment Date, within three (3) business days of the applicable
Repayment Date.


 


(c)                                  Application
of Conversion Amounts.  Any amounts
converted by the Holder pursuant to Section 2.1(b) shall be deemed to
constitute payments of, or applied against, (i) first, outstanding fees, (ii) second,
accrued interest on the Principal Amount, and (iii) third, the Principal
Amount.


 


2.2                                 No
Effective Registration. 
Notwithstanding anything to the contrary herein, no amount payable
hereunder may be converted into Common Stock unless (a) either (i) an
effective current Registration Statement (as defined in the Registration Rights
Agreement) covering the shares of Common Stock to be issued in satisfaction of
such obligations exists, or (ii) an exemption from registration of the
Common Stock is available pursuant to Rule 144(k) of the Securities Act,
and (b) no Event of Default hereunder exists and is continuing, unless
such Event of Default is cured within any applicable cure period or is
otherwise waived in writing by the Holder in whole or in part at the Holder’s
option.


 


2.3                                 Optional
Redemption of Principal Amount.  The
Borrower will have the option of prepaying the outstanding Principal Amount (“Optional Redemption”), in whole or in part, by paying to the
Holder a sum of money equal to one hundred twenty five percent (125%) of the
portion of the Principal Amount to be redeemed, together with accrued but
unpaid interest thereon and any and all other sums due, accrued or payable to
the Holder arising under this Term Note, the Purchase Agreement or any Related
Agreement (the “Redemption Amount”) on the
Redemption Payment Date (as defined below). 
The Borrower shall deliver to the Holder a notice of redemption (the “Notice of Redemption”) specifying the date for such Optional
Redemption (the “Redemption Payment Date”), which
date shall be not less than ten (10) business days after the date of the
Notice of Redemption (the “Redemption Period”).  A Notice of Redemption shall


 


3





















 


not be effective with
respect to any portion of the Principal Amount for which the Holder has a
pending election to convert pursuant to Section 3.1, or for conversions
initiated or made by the Holder pursuant to Section 3.1 during the
Redemption Period.  The Redemption Amount
shall be determined as if such Holder’s conversion elections had been completed
immediately prior to the date of the Notice of Redemption.  On the Redemption Payment Date, the
Redemption Amount shall be paid in good funds to the Holder.  In the event the Borrower fails to pay the
Redemption Amount on the Redemption Payment Date as set forth herein, then such
Notice of Redemption will be null and void.


 


ARTICLE III

CONVERSION RIGHTS


 


3.1                                 Holder’s
Conversion Rights.  Subject to Section 2.2,
the Holder shall have the right, but not the obligation, to convert all or any
portion of the then aggregate outstanding Principal Amount of this Term Note,
together with interest and fees due hereon, into shares of Common Stock,
subject to the terms and conditions set forth in this Article III.  The Holder may exercise such right by
delivery to the Borrower of a written Notice of Conversion pursuant to Section 3.3.  The shares of Common Stock to be issued upon
such conversion are herein referred to as the “Conversion
Shares.”


 


3.2                                 Conversion
Limitation.  Notwithstanding anything
contained herein to the contrary, the Holder shall not be entitled to convert
pursuant to the terms of this Term Note an amount that would be convertible
into that number of Conversion Shares which would exceed the difference between
4.99% of the issued and outstanding shares of Common Stock and the number of
shares of Common Stock beneficially owned by such Holder or issuable upon
exercise of Warrants held by such Holder. 
For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the
Exchange Act and Regulation 13d-3 thereunder. The Holder may void the
Conversion Share limitation described in this Section 3.2 upon 75 days
prior notice to the Borrower or without any notice requirement upon an Event of
Default.


 


3.3                                 Mechanics
of Holder’s Conversion.  (a) In
the event that the Holder elects to convert any amounts outstanding under this
Term Note into Common Stock, the Holder shall give notice of such election by
delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Borrower, which Notice of
Conversion shall provide a breakdown in reasonable detail of the Principal
Amount, accrued interest and fees being converted.  On each Conversion Date (as hereinafter
defined) and in accordance with its Notice of Conversion, the Holder shall make
the appropriate reduction to the Principal Amount, accrued interest and fees as
entered in its records and shall provide written notice thereof to the Borrower
within two (2) business days after the Conversion Date.  Each date on which a Notice of Conversion is
delivered or telecopied to the Borrower in accordance with the provisions
hereof shall be deemed a “Conversion Date”.  A form of Notice of Conversion to be employed
by the Holder is annexed hereto as Exhibit A.


 


4





















 


(b)                                 Pursuant
to the terms of a Notice of Conversion, the Borrower will issue instructions to
the transfer agent accompanied by an opinion of counsel, if so required by the
Borrower’s transfer agent, within one (1) business day of the date of
the delivery to the Borrower of the Notice of Conversion and shall cause the
transfer agent to transmit the certificates representing the Conversion Shares
to the Holder by crediting the account of the Holder’s designated broker with
The Depository Trust Company (“DTC”) through
its Deposit Withdrawal Agent Commission (“DWAC”) system
within three (3) business days after receipt by the Borrower of the
Notice of Conversion (the “Delivery Date”).  In the case of the exercise of the conversion
rights set forth herein the conversion privilege shall be deemed to have been
exercised and the Conversion Shares issuable upon such conversion shall be
deemed to have been issued upon the date of receipt by the Borrower of the
Notice of Conversion.  The Holder shall
be treated for all purposes as the record holder of such shares of Common
Stock, unless the Holder provides the Borrower written instructions to the
contrary.


 


3.4                                 Late
Payments.  The Borrower understands
that a delay in the delivery of the shares of Common Stock in the form required
pursuant to this Article beyond the Delivery Date could result in economic
loss to the Holder.  As compensation to
the Holder for such loss, the Borrower agrees to pay late payments to the
Holder for late issuance of such shares in the form required pursuant to this Article III
upon conversion of the Note, in the amount equal to $250 per business day after
the Delivery Date.  The Borrower shall
pay any payments incurred under this Section in immediately available
funds upon demand.


 


3.5                                 Conversion
Mechanics.


 


(a)                                  The
number of shares of Common Stock to be issued upon each conversion of this Term
Note pursuant to this Article III shall be determined by dividing that
portion of the Principal Amount and interest and fees to be converted, if any,
by the then applicable Fixed Conversion Price. 
In the event of any conversions of outstanding obligations under this
Term Note in part pursuant to this Article III, such conversions shall be
deemed to constitute conversions (i) first, of the Monthly Amount for the
current calendar month, (ii) then of any accrued interest on the Principal
Amount and (iii) then of outstanding Principal Amount, by applying the
conversion amount to Monthly Principal Amounts for the remaining Repayment
Dates in chronological order.


 


(b)                                 The
Fixed Conversion Price and number and kind of shares or other securities to be
issued upon conversion are subject to adjustment from time to time upon the
occurrence of certain events, as follows:


 


A.                                   Stock
Splits, Combinations and Dividends. 
If the shares of Common Stock are subdivided or combined into a greater
or smaller number of shares of Common Stock, or if a dividend is paid on the
Common Stock in shares of Common Stock, the Fixed Conversion Price or the
Conversion Price, as the case may be, shall be proportionately reduced in case
of subdivision of shares or stock dividend or


 


5





















 


proportionately
increased in the case of combination of shares, in each such case by the ratio
which the total number of shares of Common Stock outstanding immediately after
such event bears to the total number of shares of Common Stock outstanding
immediately prior to such event.


 


B.                                     During
the period the conversion right exists, the Borrower will reserve from its
authorized and unissued Common Stock a sufficient number of shares to provide
for the issuance of Common Stock upon the full conversion of this Term Note.  The Borrower represents that upon issuance
and receipt of adequate consideration, such shares will be duly authorized and
validly issued, fully paid and non-assessable. 
The Borrower agrees that its issuance of this Term Note shall constitute
full authority to its officers, agents, and transfer agents who are charged
with the duty of executing and issuing stock certificates to execute and issue
the necessary certificates for shares of Common Stock upon the conversion of
this Term Note.


 


C.                                     Share
Issuances.  Subject to the provisions
of this Section 3.5, if the Borrower shall at any time prior to the
conversion or repayment in full of the Principal Amount issue any shares of
Common Stock or securities convertible into Common Stock to a person other than
the Holder (except (i) pursuant to Subsections A or B above; (ii) pursuant
to options, warrants or other obligations to issue shares outstanding on the
date hereof as disclosed to the Holder in writing or in the Borrower’s Exchange
Act filings (iii) for the sale of the shares of Common Stock listed on Schedule A
hereto; and (iv) pursuant to options that are issuable as of the date
hereof under any employee incentive stock option plan adopted by the Borrower)
for a consideration per share (the “Offer Price”)
less than the Fixed Conversion Price in effect at the time of such issuance,
then the Fixed Conversion Price shall be immediately reset to such lower Offer
Price at the time of issuance of such securities.  For purposes hereof, the issuance of any
security of the Borrower convertible into or exercisable or exchangeable for
Common Stock shall result in an adjustment to the Fixed Conversion Price at the
time of issuance of such securities.


 


D.                                    Reclassification,
etc.  If the Borrower at any time
shall, by reclassification or otherwise, change the Common Stock into the same
or a different number of securities of any class or classes, this Term Note, as
to the unpaid Principal Amount and accrued interest thereon, shall thereafter
be deemed to evidence the right to purchase an adjusted number of such
securities and kind of securities as would have been issuable as the result of
such change with respect to the Common Stock immediately prior to such
reclassification or other change.


 


6





















 


3.6                                 Issuance
of Replacement Note.  Upon any
partial conversion of this Term Note, a replacement Note containing the same
date and provisions of this Term Note shall, at the written request of the
Holder, be issued by the Borrower to the Holder for the outstanding Principal
Amount of this Term Note and accrued interest which shall not have been
converted or paid. Subject to the provisions of Article IV, the Borrower
will pay no costs, fees or any other consideration to the Holder for the
production and issuance of a replacement Note.


 


ARTICLE IV

EVENTS OF DEFAULT


 


Upon the occurrence and
continuance of an Event of Default beyond any applicable grace period, the
Holder may make all sums of principal, interest and other fees then remaining
unpaid hereon and all other amounts payable hereunder immediately due and
payable.  In the event of such an
acceleration, the amount due and owing to the Holder shall be 125% of the
outstanding principal amount of the Note (plus accrued and unpaid interest and
fees, if any) (the “Default Payment”).  The Default Payment shall be applied first to
any fees due and payable to the Holder pursuant to this Term Note, the Purchase
Agreement or the Related Agreements, then to accrued and unpaid interest due on
the Note and then to the outstanding principal balance of the Note.


 


The occurrence of any of the
following events set forth in Sections 4.1 through 4.10, inclusive, is an “Event of Default”:


 


4.1                                 Failure
to Pay Principal, Interest or other Fees. 
The Borrower fails to pay when due any installment of principal,
interest or other fees hereon in accordance herewith, or the Borrower fails to
pay when due any amount due under any other promissory note issued by the
Borrower, and in any such case, such failure shall continue for a period of
three (3) days following the date upon which any such payment was due.


 


4.2                                 Breach
of Covenant.  The Borrower breaches
any covenant or any other term or condition of this Term Note or the Purchase
Agreement in any material respect, or the Borrower or any of its Subsidiaries
breaches any covenant or any other term or condition of any Related Agreement
in any material respect and, in any such case, such breach, if subject to cure,
continues for a period of fifteen (15) days after the occurrence thereof.


 


4.3                                 Breach
of Representations and Warranties. 
Any representation or warranty made by the Borrower in this Term Note or
the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any
Related Agreement, shall, in any such case, be false or misleading in any
material respect on the date that such representation or warranty was made or
deemed made.


 


4.4                                 Receiver
or Trustee.  The Borrower or any of
its Subsidiaries shall make an assignment for the benefit of creditors, or
apply for or consent to the appointment of a receiver or trustee for it or for
a substantial part of its property or business; or such a receiver or trustee
shall otherwise be appointed.


 


7





















 


4.5                                 Judgments.  Any money judgment, writ or similar final
process shall be entered or filed against the Borrower or any of its
Subsidiaries or any of their respective property or other assets for more than
$50,000, and shall remain unvacated, unbonded or unstayed for a period of
thirty (30) days.


 


4.6                                 Bankruptcy.  Bankruptcy, insolvency, reorganization or
liquidation proceedings or other proceedings or relief under any bankruptcy law
or any law for the relief of debtors shall be instituted by or against the
Borrower or any of its Subsidiaries and not stayed within 30 days.


 


4.7                                 Stop
Trade.  An SEC stop trade order or
Principal Market trading suspension of the Common Stock shall be in effect for
five (5) consecutive days or five (5) days during a period
of ten (10) consecutive days, excluding in all cases a suspension of
all trading on a Principal Market, provided that the Borrower shall not have
been able to cure such trading suspension within thirty (30) days of the
notice thereof or list the Common Stock on another Principal Market within sixty (60)
days of such notice.  The “Principal
Market” for the Common Stock shall include the OTC Bulletin Board, NASDAQ
SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New
York Stock Exchange (whichever of the foregoing is at the time the principal
trading exchange or market for the Common Stock).


 


4.8                                 Failure
to Deliver Common Stock or Replacement Note.  The Borrower shall fail (i) to timely
deliver Common Stock to the Holder pursuant to and in the form required by this
Term Note, and Section 9 of the Purchase Agreement, if such failure to
timely deliver Common Stock shall not be cured within two (2) business
days or (ii) to deliver a replacement Note to the Holder within
seven (7) business days following the required date of such issuance
pursuant to this Term Note, the Purchase Agreement or any Related Agreement (to
the extent required under such agreements).


 


4.9                                 Default
Under Related Agreements or Other Agreements.  The occurrence and continuance of any Event
of Default (as defined in the Purchase Agreement or any Related Agreement) or
any event of default (or similar term) under any other indebtedness.


 


4.10                           Change
in Control.  Any “Person” (as defined
in Section 13(d)(3) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)), not including Dr. Luis R. Lopez or the
Purchasers shall become the beneficial owner (as defined in Rule 13d-3
under the Exchange Act) of more than 25% of the total voting power attached to
all outstanding equity securities of the Borrower.


 


DEFAULT RELATED PROVISIONS


 


4.11                           Default
Interest Rate.  Following the
occurrence and during the continuance of an Event of Default, the Borrower
shall pay additional interest on this Term Note in an amount equal to two
percent (2%) per month (twenty-four percent (24%) per annum), and all
outstanding obligations under this Term Note, including


 


8





















 


unpaid interest, shall
continue to accrue such additional interest from the date of such Event of
Default until the date such Event of Default is cured or waived.


 


4.12                           Conversion
Privileges.  The conversion
privileges set forth in Article III shall remain in full force and effect
immediately from the date hereof and until this Term Note is paid in full.


 


4.13                           Cumulative
Remedies.  The remedies under this
Term Note shall be cumulative.


 


ARTICLE V

MISCELLANEOUS


 


5.1                                 Failure
or Indulgence Not Waiver.  No failure
or delay on the part of the Holder hereof in the exercise of any power, right
or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or privilege preclude other or
further exercise thereof or of any other right, power or privilege.  All rights and remedies existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise
available.


 


5.2                                 Notices.  Any notice herein required or permitted to be
given shall be in writing and shall be deemed effectively given:  (a) upon personal delivery to the party
notified, (b) when sent by confirmed telex or facsimile if sent during
normal business hours of the recipient, if not, then on the next business day, (c) five
days after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (d) one day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt.  All
communications shall be sent to the Borrower at the address provided in the Purchase
Agreement executed in connection herewith, and to the Holder at the address
provided in the Purchase Agreement for such Holder, or at such other address as
the Borrower or the Holder may designate by ten days advance written notice to
the other parties hereto.  A Notice of
Conversion shall be deemed given when made to the Borrower pursuant to the
Purchase Agreement.


 


5.3                                 Amendment
Provision.  The term “Term Note” and
all reference thereto, as used throughout this instrument, shall mean this
instrument as originally executed, or if later amended or supplemented, then as
so amended or supplemented, and any successor instrument issued pursuant to Section 3.6
hereof, as it may be amended or supplemented.


 


5.4                                 Assignability.  This Term Note shall be binding upon the
Borrower and its successors and assigns, and shall inure to the benefit of the
Holder and its successors and assigns, and may be assigned by the Holder in
accordance with the requirements of the Purchase Agreement.  This Term Note shall not be assigned by the
Borrower without the consent of the Holder.


 


5.5                                 Governing
Law.  This Term Note shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to principles of


 


9





















 


conflicts of laws.  Any action brought by either party against
the other concerning the transactions contemplated by this Agreement shall be
brought only in the state courts of New York or in the federal courts located
in the state of New York.  Both the
Borrower and the Holder agree to submit to the jurisdiction of such
courts.  The prevailing party shall be
entitled to recover from the other party its reasonable attorney’s fees and
costs.  In the event that any provision
of this Term Note is invalid or unenforceable under any applicable statute or rule of
law, then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or unenforceability of any other
provision of this Term Note.  Nothing
contained herein shall be deemed or operate to preclude the Holder from
bringing suit or taking other legal action against the Borrower in any other
jurisdiction to collect on the Borrower’s obligations to the Holder, to realize
on any collateral or any other security for such obligations, or to enforce a
judgment or other court order in favor of the Holder.


 


5.6                                 Maximum
Payments.  Nothing contained herein
shall be deemed to establish or require the payment of a rate of interest or
other charges in excess of the maximum permitted by applicable law.  In the event that the rate of interest
required to be paid or other charges hereunder exceed the maximum permitted by
such law, any payments in excess of such maximum shall be credited against
amounts owed by the Borrower to the Holder and thus refunded to the Borrower.


 


5.7                                 Security
Interest and Guarantee.  The Holder
has been granted a security interest (i) in certain assets of the Borrower
and its Subsidiaries as more fully described in the Term Note Security
Agreement dated as of the date hereof and (ii) pursuant to the Stock
Pledge Agreement dated as of the date hereof. 
The obligations of the Borrower under this Term Note are guaranteed by
certain Subsidiaries and a shareholder of the Borrower pursuant to the
Subsidiary Guaranty and Guaranty dated as of the date hereof, respectively.


 


5.8                                 Construction.  Each party acknowledges that its legal counsel
participated in the preparation of this Term Note and, therefore, stipulates
that the rule of construction that ambiguities are to be resolved against
the drafting party shall not be applied in the interpretation of this Term Note
to favor any party against the other.


 


5.9                                 Cost
of Collection.  If default is made in
the payment of this Term Note, the Borrower shall pay to the Holder reasonable
costs of collection, including reasonable attorney’s fees.


 


10





















 


IN WITNESS
WHEREOF, the Borrower has caused this Term Note to be
signed in its name effective as of this         
day of December, 2005.


 


	
   

  	
  CORGENIX MEDICAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  WITNESS:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


11





















 


EXHIBIT A


 


NOTICE OF
CONVERSION


 


(To be executed by the Holder
in order to convert all or part of the Note into Common Stock


 


[Name and Address of Holder]


 


The Undersigned hereby converts
$                  
of the principal and $                          
of the interest due on [specify applicable Repayment Date] under the
Convertible Term Note issued by CORGENIX MEDICAL CORPORATION dated December     ,
2005 by delivery of Shares of Common Stock of CORGENIX MEDICAL CORPORATION on
and subject to the conditions set forth in Article III of such Note.


 


1.                                       Date
of Conversion


 


2.                                       Shares
To Be Delivered: 


 


 


	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Title