Exhibit 10.3


 


SECOND AMENDMENT TO COMMON
STOCK PURCHASE AGREEMENT AND WARRANT


 


Corgenix Medical
Corporation, a Nevada corporation (the “Company”), and Medical &
Biological Laboratories Co., Ltd., a corporation organized under the laws
of Japan (the “Purchaser”), hereby amend certain provisions of the Common Stock
Purchase Agreement dated as of July 1, 2002 and the Common Stock Purchase
Warrant dated as of July 3, 2002, each by and between the Company and the
Purchaser (the “Purchase Agreement”), as of the 15th day of July,
2008 (this “Second Amendment”).


 


WITNESSETH


 


WHEREAS, the Company
and the Purchaser’s U.S. subsidiary, RhiGene, Inc. entered into a
Distribution Agreement dated as of March 14, 2002 (the “Distribution
Agreement”) providing the Company with certain distribution rights to products
manufactured by the Purchaser; and


 


WHEREAS, on July 1,
2002, the Company entered into a Common Stock Purchase Agreement with the
Purchaser whereby the Purchaser purchased 880,282 shares of the Company’s
restricted common stock (the “Purchased Stock”) at a purchase price of $0.568
per share (an investment of $500,000), and simultaneously with the execution of
the Purchase Agreement, the Purchaser also received a Common Stock Purchase
Warrant (the “Warrant”), which entitles the Purchaser to purchase an additional
880,282 shares of the Company’s common stock at a price of $0.568 per share (a
potential investment of $500,000); and


 


WHEREAS, the Purchase
Agreement included a put right entitling the Purchaser to require the Company
to repurchase the Purchased Stock upon termination of the Distribution
Agreement according to repayment terms set forth therein; and


 


WHEREAS, on March 31,
2005, the Distribution Agreement was terminated; and


 


WHEREAS, on March 31,
2005, the Company and MBL International, Inc. (“MBLI”), a U.S. subsidiary
of the Purchaser, entered into a new distribution agreement (the “MBLI Distribution
Agreement”) providing the Company with certain distribution rights to products
manufactured by the Purchaser; and


 


WHEREAS, on August 1,
2005 the Company entered into an Amendment to Common Stock Purchase Agreement
and Common Stock Purchase Warrant with the Purchaser (the “First Amendment”)
whereby the rights to exercise the Warrant would be extended until August 1,
2008, or such later date as the promissory note referred to in such Warrant is
paid in full, at a lower exercise price of $0.40 per share, the Purchaser’s put
right was exchanged for a promissory note (the “Original Promissory Note”) in
the face amount of $250,000 made payable to the Purchaser whereby the Company
would repurchase one-half of the Purchased Stock (440,141 shares) over a
thirty-six month period commencing as of September 1, 2005 and ending August 1,
2008 under certain terms and conditions, during the thirty-six month period,
the Purchaser would attempt to sell in good faith on the open market the
Purchased Stock not being


 

















 


repurchased by the Company,
and on August 1, 2008, the Company would purchase any remaining stock then
held by the Purchaser (the “Remaining Stock”) at a purchase price of $0.568 per
share; and


 


WHEREAS, upon the
payment in full of the Original Promissory Note, the Company will have
repurchased 440,141 shares of the Company’s Common Stock held by the Purchaser
and the Purchaser will continue to hold an additional 440,141 shares of Company
Common Stock; and


 


WHEREAS, the Company
and the Purchaser have evaluated certain of the original provisions of the
Purchase Agreement and the Warrant, and the Amendment to the Common Stock
Purchase Agreement and Common Stock Warrant, and have deemed it to be in their
best interests, respectively, to amend the repayment terms associated with the
Purchaser’s rights with respect to the Remaining Stock.


 


NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:


 


(1)           The second sentence of Section 1.2
of the Purchase Agreement is hereby deleted in its entirety, and replaced with
the following:


 


“The Warrant shall be
exercisable until August 1, 2010 at 5:00 pm Mountain Daylight Time;
provided however that the right to exercise the Warrant shall be extended until
the later of: (a) the date on which all amounts owed under the promissory
note of the Company dated  as of August 1,
2008 issued to Medical and Biological Laboratories, Co., Ltd. (“MBL”)
are paid in full, and (b) the date on which all remaining Purchased Shares
held by the Purchaser shall have been sold in the open market (as contemplated
by the Second Amendment to Common Stock Purchase Agreement and Warrant dated as
of July 15, 2008 by and between the Company and MBL) or repurchased by the
Company.”


 


(2)           Section 2 (C) of the
Amendment to the Common Stock Purchase Agreement and Common Stock Warrant
(which is Section 8.2(C) of the original Purchase Agreement) is hereby deleted
and replaced with the following:


 


“(C)  The Company shall
execute, issue and deliver to the Purchaser a promissory note (the “Second
Promissory Note”) in the face amount of $125,000 made payable to the Purchaser,
in the form attached hereto as Exhibit A, the proceeds of which the
Company shall use to repurchase 220,070 shares of the Purchased Stock from the
Purchaser.  Said promissory note shall be
payable over a two-year period commencing as of September 1, 2008 and
ending August 1, 2010 during which term payments of principal and accrued
interest shall be made.  For as long as
any principal amount of the Second Promissory Note remains outstanding, and
subject to the optional ability of the Company to make prepayments pursuant to
the Second Promissory Note, the Company shall make principal payments to the
Purchaser on the first day of each calendar month, commencing September 1,
2008, as follows: the first twenty three (23) monthly installments shall each
be in the amount of FIVE THOUSAND TWO HUNDRED DOLLARS ($5,200); and the last
monthly installment shall be in the amount of FIVE THOUSAND FOUR


 


2

















 


HUNDRED DOLLARS ($5,400).
Interest on the unpaid balance of the promissory note shall accrue at a per
annum rate equal to the Prime Rate as published in The Wall Street Journal,
plus two percent (2%), and shall be paid monthly together with principal
payments.


 


(D)  Within thirty (30)
days of the execution of the Second Promissory Note, the Purchaser shall return
to the Company’s transfer agent the stock certificate representing the 440,141
shares of Purchased Stock owned by the Purchaser as of the date of the Second
Promissory Note, with instructions to the transfer agent to issue in
replacement to the Purchaser nine (9) certificates representing the
following blocks of Purchased Stock: one (1) certificate for two hundred
twenty thousand seventy (220,071) shares; seven (7) certificates each for
twentyseven thousand five hundred eight (27,508) shares; and one (1) certificate
for twenty-seven thousand five hundred fourteen (27,514) shares. The Company
shall pay any necessary fees to the transfer agent for effecting the above
action.


 


No later than fifteen (15)
days following the receipt by the Purchaser of payment by the Company of all
principal installments, plus accrued and unpaid interest, then due under the
Second Promissory Note, in accordance with the schedule attached to the Second
Promissory Note as Schedule I, the Purchaser shall return to the Company for
cancellation the stock certificate or certificates for the number of shares of
stock as set forth on such Schedule I that corresponds to such payment,
together with executed stock powers sufficient to transfer said shares back to
the Company.


 


(E)  Beginning September 1,
2008 and continuing through August 1, 2010 (the maturity date of the
Second Promissory Note) (the “Sales Period”), the Purchaser shall forthwith
attempt to sell in good faith on the open-market the Purchased Stock not being
repurchased by the Company with the proceeds of the Second Promissory Note (the
“Remaining Stock”); provided that the trading price of the Company’s common
stock, as quoted on NASD Bulletin Board during such Sales Period exceeds $0.62
per share.  If the price of the Company’s
common stock, as quoted on the NASD Bulletin Board during the Sales Period does
not exceed $0.62 per share, or if the Purchaser is unable to sell all of the
Remaining Stock in the open market at more than $0.62 per share
(notwithstanding the price at which the Company’s common stock is then quoted),
then at the close of business on August 1, 2010, the Purchaser shall sell,
and the Company shall purchase, any such Remaining Stock then held by the
Purchaser at a purchase price of $0.568 per share.”


 


(3)           The first page of the Warrant is
hereby amended by deleted the phrase, “Void after 5:00 P.M., Denver Time
on July 3, 2007” appearing in the left margin in the header before the
main text of the Warrant.


 


(4)           Section 13 of the Warrant shall
be deleted in its entirety and replaced with the following:


 


“This Warrant shall be
exercisable until August 1, 2010 at 5:00 pm Mountain Daylight Time;
provided however that the right to exercise the Warrant shall be extended until
the later of: (a) the date on which all amounts owed under the promissory
note of the Company dated August 1, 2008 issued to Medical and Biological
Laboratories, Co., Ltd. (“MBL”) are paid


 


3

















 


in full, and (b) the
date on which all remaining shares of Company Common Stock held by MBL shall
have been sold in the open market (as contemplated by the Second Amendment to
Common Stock Purchase Agreement and Warrant dated as of July 15, 2008 by
and between the Company and MBL) or repurchased by the Company.”


 


[Signature
page follows]


 


4

















 


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


 


 


	
   

  	
  CORGENIX MEDICAL
  CORPORATION, a Nevada Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  s/ Douglass T. Simpson

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Douglass T. Simpson 

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MEDICAL &
  BIOLOGICAL LABORATORIES CO., LTD., a corporation organized under the
  laws of Japan

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  s/ Katsuhiko Nishida

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Katsuhiko Nishida

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President and CEO

  



 


5

















 


Schedule
A


 


SECOND
PROMISSORY NOTE


 


	
  $125,000.00

  	
  August 1, 2008

  



 


FOR VALUE RECEIVED, the
undersigned, Corgenix Medical Corporation (“Maker”) hereby promises to pay to
the order of Medical & Biological Laboratories, Co., Ltd.,
with a principal place of business at 510 Marunouchi 3 Chome, Naka-ku, Nagoya
460-0002 Japan (“Holder”), the sum of ONE HUNDRED TWENTY FIVE
THOUSAND DOLLARS ($ 125,000.00), together with interest on the
unpaid principal amount from time to time outstanding at the rates hereinafter
provided until paid in full; provided that all outstanding amounts due under
this note shall be payable no later than August 1, 2010.  The principal amount of this note shall be
payable in monthly installments and interest on the unpaid principal balance
shall be due and payable together with each payment of principal, all as
hereinafter set forth. The proceeds of this note are to be used to repurchase
220,070 shares of Maker’s common stock currently held by Holder.


 


1.   The rate of interest payable hereunder shall
be the sum of (x) the Prime Rate plus (y) two percent (2%) per
annum.  For purposes of this note, the “Prime
Rate” shall mean the Prime Rate (expressed per annum) as reported in The Wall
Street Journal in its money rates column as being the base rate on corporate
loans posted by at least seventy-five percent (75%) of the nation’s thirty (30)
largest banks, or as otherwise reported therein from time to time.  The rate of interest payable hereunder shall
be changed effective as of that day on which a change in the Prime Rate becomes
effective.


 


2.   For as long as any principal amount of this
note remains outstanding, and subject to the prepayment provision herein, Maker
shall make principal payments to Holder in monthly installments payable on the
first day of each calendar month, commencing September 1, 2008, as
follows: the first twenty three (23) monthly installments shall each be in the
amount of FIVE THOUSAND TWO HUNDRED DOLLARS ($5,200); and the final monthly
installment shall be in the amount of FIVE THOUSAND FOUR HUNDRED DOLLARS
($5,400).


 


3.   After the occurrence of an Event of Default
(as hereafter defined) interest shall be payable on the unpaid principal
balance hereof from time to time outstanding at a rate per annum equal to the
interest rate applicable hereunder plus two percent (2%), until such Event of
Default is cured or waived by the Holder. 
Any payment hereunder not paid within fifteen (15) days after the date
such payment is due shall be subject to a late fee equal to ten percent (10%)
of the amount due.


 


4.   Interest shall be calculated on the basis of
a 360-day year times the actual number of days elapsed.  At Holder’s discretion, all payments will be
applied first to unpaid accrued interest, then to principal, and then any
balance to any charges, costs, expenses or late fees outstanding.  In no event shall interest payable hereunder
exceed the highest rate permitted by applicable law.  To the extent any interest received by Holder
exceeds the maximum amount permitted, such payment shall be credited to
principal, and any excess remaining after full payment of principal shall be
refunded to Maker.


 


6

















 


5.   In case of dissolution, termination of
existence, insolvency, or business failure of the Maker of this note,
appointment of a receiver of any part of the property of Maker, levy on or
attachment of any of the property of Maker, assignment for benefit of creditors
by or commencement of any proceedings under the United States Bankruptcy Code
or any insolvency law by or against Maker, or if the undersigned shall default
in the payment or performance of any other obligation to or agreement with the
Holder (each of the foregoing constituting an “Event of Default” hereunder)
this note shall, at the option of the Holder, forthwith become due and payable
without notice or demand.


 


6. The Maker may, without
premium or penalty, prepay the unpaid principal balance hereunder in whole or
in part on any date; provided, however, that any prepayment of less than the
whole shall be applied to installment payments in the inverse order of
maturity.


 


7. Maker agrees to pay all
costs and expenses, including without limitation, reasonable attorneys’ fees
and expenses incurred, or which may be incurred, by Holder in connection with
the enforcement or collection of this note and any other agreements,
instruments and documents executed in connection herewith.


 


8. Maker hereby waives
presentment, demand, notice, protest, and all other demands and notices in
connection with the delivery, acceptance, performance and enforcement of this
note, and assents to any and all extensions or postponements of the time of
payment or forbearance or other indulgence without notice.  No delay or omission of Holder in exercising
any right or remedy hereunder shall constitute a waiver of any such right or
remedy.  Acceptance by Holder of any
payment after demand shall not be deemed a waiver of such demand.  A waiver on one occasion shall not operate as
a bar to or waiver of any such right or remedy on any occasion.


 


9. This instrument shall be
governed by the laws of The Commonwealth of Massachusetts.  For purposes of any action or proceeding
involving this note, Maker hereby expressly submits to the jurisdiction of all
federal and state courts located in Massachusetts and consents that any order,
process, notice of motion or other application to or by any of said courts or a
judge thereof may be served within or outside such court’s jurisdiction by
registered mail or by personal service, provided a reasonable time for
appearance is allowed (but not less than the time otherwise afforded by any law
or rule), and waives any right to contest the appropriateness of any action
brought in any such court based upon lack of personal jurisdiction, improper
venue or forum non conveniens.  MAKER AND
HOLDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE (TO THE
EXTENT PERMITTED BY APPLICABLE LAW) ANY AND ALL RIGHTS TO A TRIAL BY JURY OF
ANY DISPUTE ARISING UNDER OR RELATING TO THIS NOTE AND ANY DOCUMENTS EXECUTED
IN CONNECTION HEREWITH OR RELATING HERETO AND AGREE THAT ANY SUCH DISPUTE SHALL
BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.


 


-
signature page follows -


 


7

















 


Executed as an instrument
under seal as of the date first above written.


 


 


	
   

  	
  MAKER: CORGENIX MEDICAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  s/Douglass T. Simpson

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Douglass T. Simpson 

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President and CEO

  



 


8

















 


Schedule
I


 


	
   

  	
   

  	
   

  	
   

  	
  principal

  	
   

  	
  stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  payment

  	
   

  	
  repurchase

  	
   

  
	
  2008

  	
   

  	
  S

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  O

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  N

  	
   

  	
  $

  	
  5,200

  	
   

  	
  27,508

  	
   

  
	
   

  	
   

  	
  D

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
  2009

  	
   

  	
  J

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  F

  	
   

  	
  $

  	
  5,200

  	
   

  	
  27,508

  	
   

  
	
   

  	
   

  	
  M

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  M

  	
   

  	
  $

  	
  5,200

  	
   

  	
  27,508

  	
   

  
	
   

  	
   

  	
  J

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A

  	
   

  	
  $

  	
  5,200

  	
   

  	
  27,508

  	
   

  
	
   

  	
   

  	
  S

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  O

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  N

  	
   

  	
  $

  	
  5,200

  	
   

  	
  27,508

  	
   

  
	
   

  	
   

  	
  D

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
  2010

  	
   

  	
  J

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  F

  	
   

  	
  $

  	
  5,200

  	
   

  	
  27,508

  	
   

  
	
   

  	
   

  	
  M

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  M

  	
   

  	
  $

  	
  5,200

  	
   

  	
  27,508

  	
   

  
	
   

  	
   

  	
  J

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A

  	
   

  	
  $

  	
  5,400

  	
   

  	
  27,514

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
   

  	
   

  	
  $

  	
  125,000

  	
   

  	
  220,070

  	
   

  



 


9