Exhibit 4.2
                          CORGENIX MEDICAL CORPORATION

                             STOCK COMPENSATION PLAN
                           (Adopted December 17, 1998)


I.    PURPOSE.
      -------

      This Corgenix Medical  Corporation Stock  Compensation Plan is intended to
further  the  growth  and  advance  the  best  interests  of  Corgenix   Medical
Corporation,  a Nevada  corporation,  by supporting and increasing the Company's
ability to attract,  retain and compensate persons of experience and ability and
whose services are considered valuable, to encourage the sense of proprietorship
in such persons in the development and success of the Company. The Plan provides
for stock  compensation  through the award of the Company's  Common Stock,  as a
bonus  or,  at the  Participant's  election,  in lieu of cash  compensation  for
services  rendered.  Capitalized  terms used herein are as defined in Section II
hereof.

II.   DEFINITIONS.
      -----------

      Whenever used in the Plan, except where the context might clearly indicate
otherwise,  the  following  terms  shall  have the  meanings  set  forth in this
section:

      (a)  "Act" means the United States Securities Act of 1933, as amended.

      (b)  "Award"  means any grant of Common  Stock made  under the Plan,  as a
           bonus or in lieu of cash compensation for services rendered.

      (c)  "Award  Period"  means the period  commencing on the first day of the
           month and terminating on the last day of such month.

      (d)  "Board" means the Board of Directors of the Company.

      (e)  "Code" means the Internal Revenue Code of 1986, as amended.

      (f)  "Committee"  means a committee  consisting of at least two members of
           the Board appointed by the Board in accordance with Section IV of the
           Plan.

      (g)  "Common Stock" means the common stock of the Company, $.001 par value
           per share,  or in the event  that the  outstanding  Common  Stock are
           hereafter   changed  into  or  exchanged  for  different   shares  of
           securities of the Company, such other shares or securities.

      (h)  "Company" means Corgenix Medical Corporation, a Nevada corporation.

      (i)  "Date of Grant"  means the day the Board  authorizes  the grant of an
           Award or such later date as may be specified by the Board as the date
           a particular Award will become effective.

      (j)  "Distribution  Date" means the last day of the month  preceding such
           Award Period.

      (k)  "Effective Date" means January 1, 1999.

      (l)  "Election  Date" means the fifteenth day of the month  preceding the
           Award Period.

      (m)  "Executive  Officer"  means a person  employed by the Company to act
           in such capacity.

      (n)  "Fair Market  Value" means such value as  determined  by the Board on
           the basis of such factors as it deems  appropriate;  provided that if
           the  Common  Stock is traded on a  national  securities  exchange  or
           transactions  in the Common  Stock are quoted on the Nasdaq  National
           Market System,  such value as shall be determined by the Board on the
           basis of the  reported  sales prices for the Common Stock on the date
           for which such determination is relevant, as reported on the national
           exchange or the Nasdaq National Market System, as the case may be. If
           the Common Stock is not listed or traded upon a recognized securities
           exchange  or on the  National  Market  System,  the  Board may make a
           determination of Fair Market Value on a reasonable  basis,  which may
           include the mean between  closing bid and asked  quotations  for such
           stock  on the date for  which  such  determination  is  relevant  (as
           reported by a recognized stock quotation  service),  or, in the event
           that there shall be no bid or asked  quotations on the date for which
           such determination is relevant, then on the basis of the mean between
           the closing bid and asked  quotations  on the date nearest  preceding
           the date for which such  determination is relevant for which such bid
           and asked quotations were available.

      (o)  "Participant"  means an  Executive  Officer  to whom an Award of Plan
           Shares has been made.

      (p)  "Plan" means the Corgenix  Medical  Corporation  Stock  Compensation
           Plan.

      (q)  "Plan  Administrator"  means the Board  or, to the  extent  the Board
           delegates its authority to the Committee, the Committee.

      (r)  "Plan Shares" means shares of Common Stock issuable  pursuant to the
           Plan.


III.  EFFECTIVE DATE.
      --------------

      The  effective  date of the Plan is January 1, 1999. No Plan Shares may be
issued after December 31, 2000.

IV.   ADMINISTRATION.
      --------------

      (a) Plan Administrator. The Plan shall be administered by the Board, which
may from time to time  delegate all or part of its  authority to the  Committee.
References herein to the Plan Administrator refer to the Board or, to the extent
the Board delegates its authority to the Committee,  to the Committee.  The Plan
Administrator  shall have full  authority to administer  the Plan, to adopt such
rules and regulations for administering  the Plan and to negotiate  compensation
under the Plan. The Plan Administrator may delegate to an agent or agents any of
its  responsibilities  under the Plan except its  responsibilities  to determine
those  eligible  to  receive  Plan  Shares and its  authority  to  construe  and
interpret the  provisions of the Plan.  The Plan  Administrator  may correct any
defect,  supply any omission or reconcile any  inconsistency in the Plan in such
manner and to such extent it shall deem necessary to carry it into effect.

      (b)   Actions   of  Plan   Administrator.   All   actions   take  and  all
interpretations  and determinations made by the Plan Administrator in good faith
(including  determinations of Fair Market Value) shall be final and binding upon
all Participants, the Company and all other interested persons. No member of the
Plan Administrator  shall be personally liable for any action,  determination or
interpretation  made in good faith with respect to the Plan,  and all members of
the Plan Administrator shall, in addition to their rights as directors, be fully
protected  by the Company  with  respect to any such  action,  determination  or
interpretation.

V.    AWARD PERIODS.
      -------------

      Each Award Period  under the Plan shall  commence on the first day of each
calendar quarter  beginning January 1, 1999, and shall terminate on the last day
of such quarter ending December 31, 2000. An election to participate in the Plan
must be made by the Election Date preceding the Award Period.  The Company shall
distribute a certificate  representing  the  requisite  number of Plan Shares to
each  Participant by the  Distribution  Date  preceding  such Award Period.  For
example,  if an  Executive  Officer  elects to  receive  Plan  Shares in lieu of
compensation for the quarter beginning April 1, 1999, an election to participate
in the Plan would need to be made by the  Executive  Officer no later than March
15, 1999. Upon notification of such election,  the Company would then distribute
the Plan Shares to such Participant on March 31, 1999.

      The Plan  Administrator  may, from time to time,  establish  Award Periods
with differing commencement dates and durations.  In no event, however, shall an
Award  Period   extend   beyond  one  year.  No  two  Award  Periods  shall  run
concurrently.


VI.   ELIGIBILITY AND PARTICIPATION.
      -----------------------------

      (a)  Eligibility.  Except as herein  provided,  the  persons  eligible  to
participate in the Plan and be granted Awards shall be Executive Officers of the
Company who shall be in a position, in the opinion of the Plan Administrator, to
make  contributions  to the growth,  management,  protection  and success of the
Company  and its  subsidiaries.  Of those  persons  described  in the  preceding
sentence,  the Plan  Administrator  may, from time to time, select persons to be
granted  Awards  and  shall  determine  the terms and  conditions  with  respect
thereto.  In making any such selection and in determining the form of the Award,
the Plan  Administrator  may give  consideration  to the person's  functions and
responsibilities,  the person's  contributions to the Company,  the value of the
individual's  service to the Company and such other factors  deemed  relevant by
the Plan Administrator.

      (b) Participation.  A Participant in the Plan for a given Award Period may
elect to participate  in the Plan by completing the election form  prescribed by
the Plan  Administrator  and filing such form by the Election Date of such Award
Period with the person  designated by the Plan  Administrator.  No election form
will be accepted from an Executive  Officer who is not on the active  payroll of
the Company on the filing date,  unless such  individual is temporarily  off the
payroll by reason of  illness,  vacation,  jury duty or other  employer-approved
absence.

VII.  STOCK SUBJECT TO THE PLAN.
      -------------------------

      (a) Common Stock. The stock that is awarded to the  Participants  shall be
the Company's  authorized but unissued or reacquired  Common Stock.  In order to
have Plan Shares available under the Plan, the Company may repurchase  shares of
Common  Stock  on the  open  market,  issue  authorized  but  unissued  stock or
otherwise.  The  maximum  number  of Plan  Shares  which  may be  issued  to the
Participants  during any single Award Period  shall be  established  by the Plan
Administrator  prior to the  beginning of the Award Period;  provided,  however,
that the total  number  of Plan  Shares  which  may be  issued  to  Participants
throughout  the entire  duration of the Plan shall not exceed  500,000 shares of
Common Stock and such number of Common Stock hereby is reserved for such purpose
(subject to adjustment under subparagraph (b) below).

      (b) Changes in Capital  Structure.  In the event any change is made to the
Common   Stock   issuable   under  the  Plan   (whether  by  reason  of  merger,
consolidation, reorganization, recapitalization, stock dividend in excess of 10%
at any single time,  stock  split,  combination  of shares,  exchange of shares,
changes in corporate structure or otherwise), then appropriate adjustments shall
be made to the maximum  number of shares  issuable  under the Plan,  the maximum
number of shares issuable under any right to grant stock  outstanding  under the
Plan,  and the  number  of  shares  and  price  per  share of stock  subject  to
obligations to issue stock outstanding under the Plan.



VIII. DELIVERY OF STOCK CERTIFICATES.
      ------------------------------

      No later  than the last day of the month  preceding  the  Award  Period in
which an election has been made by an Executive  Officer to  participate  in the
Plan,   the  Company  shall  deliver  to  such   Participant  a  certificate  or
certificates  registered in that person's name,  representing the number of Plan
Shares that were granted.  Unless the Plan Shares have been registered under the
Act,  each  certificate  representing  the Plan  Shares  shall  bear a legend to
indicate  that such  shares  represented  by the  certificate  were  issued in a
transaction  which was not  registered  under  the Act,  and may only be sold or
transferred in a transaction  that is registered under the Act or is exempt from
the  registration  requirements  thereunder.  Fractional  shares  shall  not  be
delivered, but shall be rounded to the next lower whole number of shares.

IX.   AWARDS.
      ------

      (a) Grant of Award. The Plan Administrator  shall have complete discretion
to  determine  when and to whom  Awards are to be granted and the number of Plan
Shares to be awarded to each  Executive  Officer.  Each Award  confers  upon the
recipient  thereof the right to receive a  specified  number of shares of Common
Stock in accordance with the terms and conditions  hereof. No grant will be made
if, in the  judgment of the Plan  Administrator,  such grant would  constitute a
public  distribution  within the meaning of the Act or the rules and regulations
promulgated thereunder.

      (b) Termination of Employment. All Plan Shares awarded under the Plan to a
Participant  will be  forfeited  and  returned  to the Company in the event such
Participant's  employment as an Executive Officer with the Company is terminated
prior to  completion of any Award Period for which Plan Shares have been issued.
In such event,  all of the Plan Shares issued to the  Participant for such Award
Period in which the Executive Officer has terminated employment prior to the end
of that quarter shall be returned to the Company and any remaining  compensation
to be paid to such  Executive  Officer  shall be paid pro rata by the Company in
cash consideration.

      (c) Fair Market  Value.  Except as provided in subsection  (e) below,  the
value  price per share shall be one  hundred  percent  (100%) of the Fair Market
Value (as defined in Section II above) of the Common Stock of the Company on the
commencement date of the Award Period.

      (d) Termination of Participation.  A Participant may, at any time prior to
the  Distribution  Date,  terminate his or her right to elect to receive  Common
Stock under the Plan by filing the  prescribed  notification  form with the Plan
Administrator or its delegate.  A Participant's  termination of his or her right
to receive Plan Shares shall be irrevocable  with respect to the Award Period to
which it pertains.

      (e) Reduction of Fair Market  Value.  If the Fair Market Value (as defined
in  Section  II above)  of a share of Common  Stock on the last day of the Award
Period is less than the Fair Market Value of such share on the commencement date
of the Award  Period,  then the value price per share under the Plan on the last
day of the Award  Period shall be reduced to one hundred  percent  (100%) of the
Fair Market Value of such share on the last day of the Award Period.

      (f)  Assignability.  No Award of Plan Shares may be assigned.  Plan Shares
may be assigned after such shares have been  delivered,  only in accordance with
applicable law and any transfer restrictions imposed at the time of the Award.

X.    EMPLOYMENT
      ----------

      Nothing  in the Plan or in the  grant of an Award  shall  confer  upon any
Participant  the right to  continue  in the employ of the  Company  nor shall it
interfere  with or  restrict  in any way the  lawful  rights of the  Company  to
discharge any Executive Officer at any time for any reason  whatsoever,  with or
without cause.

XI.   LAWS AND REGULATIONS.
      --------------------

      The  obligation  of the Company to sell and deliver the Plan Shares on the
grant of an Award  under the Plan  shall be subject  to the  condition  that the
Company be satisfied that the sale and delivery thereof will not violate the Act
or any applicable laws, rules or regulations.

XII.  WITHHHOLDING OF TAXES.
      ---------------------

      If  subject  to  withholding   tax,  the  Company  may  require  that  the
Participant  currently  pay to the Company the entire amount or a portion of any
taxes that the  Company is  required to withhold by reason of granting an Award,
in such amount as the Company in its discretion  may determine.  In lieu of part
or all of any such payment,  the Executive Officer may elect to have the Company
withhold from the Plan Shares issued hereunder a sufficient  number of shares to
satisfy  withholding  obligations.  If  the  Company  becomes  required  to  pay
withholding taxes to any federal, state or other taxing authority as a result of
the granting of an Award, and the Executive Officer fails to provide the Company
with the funds with which to pay that  withholding tax, the Company may withhold
up to fifty  percent  (50%) of each payment of salary or bonus to the  Executive
Officer  (which will be in addition to any required or  permitted  withholding),
until the  Company has been  reimbursed  for the entire  withholding  tax it was
required to pay in respect of issuance of any Plan Shares.

XIII. AMENDMENT.
      ---------

      The Board may from time to time alter,  amend,  suspend or discontinue the
Plan; provided,  however,  that no such action shall adversely affect rights and
obligations  with respect to rights of a person  granted an Award under the Plan
prior to that date.



XIV.  MISCELLANEOUS PROVISIONS.
      ------------------------

      (a) Governing Law. The place of administration of the Plan shall be in the
State of Colorado, and the validity, construction,  interpretation and effect of
the Plan and of its rules,  regulations  and  rights  relating  to it,  shall be
determined solely in accordance with the laws of such state.

      (b)  Expenses.  All expenses of  administering  the Plan and issuing Plan
           --------
Shares shall be borne by the Company.

      (c) Other  Compensation  Plans.  The adoption of the Plan shall not affect
any other stock option or incentive  or other  compensation  plans in effect for
the Company, nor shall the Plan preclude the Company from establishing any other
forms of incentive or other compensation plans.

      (d) Number and Gender.  Whenever used herein,  nouns in the singular shall
include the plural where  appropriate,  and the masculine  pronoun shall include
the feminine gender.

      (e)  Headings.  Headings of articles  and  sections  hereof are  inserted
           --------
for convenience of reference and constitute no part of the Plan.



      By signature below, the undersigned officers of the Company hereby certify
that  the  foregoing  is a  true  and  correct  copy  of  the  Corgenix  Medical
Corporation Stock Compensation Plan.

 Dated:          December 17, 1998.


                               CORGENIX MEDICAL CORPORATION



                               By:  s/Douglass T. Simpson
                                    Douglass T. Simpson
                                    President

Attest:

s/Taryn G. Reynolds
Taryn G. Reynolds
Secretary




<PAGE>


                          CORGENIX MEDICAL CORPORATION
                             STOCK COMPENSATION PLAN



                             ELECTION TO PARTICIPATE



NAME OF EXECUTIVE OFFICER:
                                    -------------------------------

DATE OF ELECTION:
                                    -------------------------------



(____)  I  wish  to  participate  in  the  Corgenix  Medical  Corporation  Stock
Compensation  Plan  for the  following  Award  Period(s)  indicated  below to be
effective on the first day of each quarter of 1999:

           (___)  January  15 - March 31 (___)  April 1 - June 30
           (___)  July 1 - September 30 (___) October 1- December 31


I understand  that the above  election  will remain in effect  during each Award
Period and thereafter  until I request a change or terminate my employment  with
Corgenix Medical Corporation.



Participant Name



Participant Signature


This form must be received by the Plan Administrator by the fifteenth day of the
month preceding each Award Period.



<PAGE>


                          CORGENIX MEDICAL CORPORATION
                             STOCK COMPENSATION PLAN



                     TERMINATION OF ELECTION TO PARTICIPATE



NAME OF EXECUTIVE OFFICER:
                               -------------------------------

DATE OF TERMINATION:
                               -------------------------------



(____) I wish to terminate my participation in the Corgenix Medical  Corporation
Stock Compensation Plan for the following Award Period(s)  indicated below to be
effective on the first day of each month in 1999:

           (___)  January  15 - March 31 (___)  April 1 - June 30
           (___)  July 1 - September 30 (___) October 1- December 31



I understand that the above  termination will remain in effect during each Award
Period and thereafter  until I make another  election to participate in the Plan
no later than fifteenth day prior to an Award Period.



Participant Name



Participant Signature


This form must be received by the Plan Administrator by the fifteenth day of the
month preceding each Award Period in which termination is requested.