Exhibit 10.5


 


PROMISSORY NOTE


 


	
  $125,000.00

  	
   

  	
  August 1, 2010       

  



 


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,
2012.  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 220,071 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, 2010, 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.


 

















 


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 -


 


2

















 


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

  



 


3

















 


	
   

  	
   

  	
   

  	
   

  	
  principal

  	
   

  	
  stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  payment

  	
   

  	
  repurchase

  	
   

  
	
  2010

  	
   

  	
  S

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  O

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  N

  	
   

  	
  $

  	
  5,200

  	
   

  	
  27,508

  	
   

  
	
   

  	
   

  	
  D

  	
   

  	
  $

  	
  5,200

  	
   

  	
   

  	
   

  
	
  2011

  	
   

  	
  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

  	
   

  	
   

  	
   

  
	
  2012

  	
   

  	
  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

  	
   

  	
  27,515

  	
   

  



 


4