Exhibit 10.3


 


December    ,
2005


 


Barron Partners, LP


C/o Barron Capital
Advisors, LLC


730 Fifth Avenue, 9th
Floor


New York, New York 10019


Attn: Andrew Barron
Warden


 


	
   

  	
  Re:

  	
  Corgenix Medical Corporation (the “Company”)

  



 


Gentlemen:


 


The undersigned is an owner of record or
beneficially of certain shares of common stock (“Common Stock”) of the Company
or securities convertible into or exchangeable or exercisable for Common
Stock.  The Company proposes to enter
into a financing transaction with Barron Partners, LP (“Barron”) pursuant to
which Barron will purchase shares of the Company’s Series A Convertible
Preferred Stock (the “Transaction”).  The
undersigned recognizes that the Transaction will be of benefit to the
undersigned and will benefit the Company. 
The undersigned acknowledges that the Company and Barron are relying on
the representations and agreements of the undersigned contained in this letter
agreement in carrying out the Transaction.


 


In consideration of the foregoing, the
undersigned hereby agrees that the undersigned will not (and will use
reasonable efforts to cause any immediate family member of (i) the undersigned
or (ii) the undersigned’s spouse, living in the undersigned’s household not
to), without the prior written consent of Barron (which consent may be withheld
in its sole discretion), directly or indirectly, sell, offer, contract or grant
any option to sell (including without limitation any short sale), pledge,
transfer, establish an open “put equivalent position” within the meaning of Rule
16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise
dispose of any shares of Common Stock, options or warrants to acquire shares of
Common Stock (except for any disposition deemed to occur upon the exercise of
an option or warrant held by the undersigned), or securities exchangeable or
exercisable for or convertible into shares of Common Stock currently or
hereafter owned either of record or beneficially (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended) by the undersigned (or
such spouse or family member), or publicly announce an intention to do any of
the foregoing, for a period of six months from the effective date of the
initial registration statement covering shares of Common Stock underlying the
Preferred Stock which may be acquired by Barron in connection with the
Transaction.  The foregoing sentence
shall not apply to the transfer of any or all shares of Common Stock owned by
the undersigned, either during his or her lifetime or on death, by gift, will
or intestate succession to the immediate family of the undersigned or to a
trust the beneficiaries of which are exclusively the undersigned and/or a
member or members of his or her immediate family; provided, however, that in
any such case it shall be a condition to such transfer that the transferee
executes and delivers to Barron an agreement stating that the transferee is
receiving and holding the Common Stock subject to the provisions of this letter
agreement, and there shall be no further transfer of such Common Stock except
in accordance


 





















 


with this letter agreement.  The undersigned also agrees and consents to
the entry of stop transfer instructions with the Company’s transfer agent and
registrar against the transfer of shares of Common Stock or securities
convertible into or exchangeable or exercisable for Common Stock held by the
undersigned except in compliance with the foregoing restrictions.  For purposes of this paragraph, the term “immediate
family” shall have the same meaning as set forth in Rule 16a-1(e) promulgated
under the Securities Exchange Act of 1934, as amended.


 


This letter agreement is irrevocable and will be binding on the
undersigned and the respective successors, heirs, personal representatives and
assigns of the undersigned.


 


 


	
   

  	
   

  
	
   

  	
  Printed Name of Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name of Person Signing

  
	
   

  	
   

  
	
   

  	
  (and indicate capacity of person signing if
  signing

  as custodian, trustee, or on behalf of an entity)

  



 


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