Exhibit 10.39

WELLS FARGO BUSINESS CREDIT  CREDIT AND SECURITY AGREEMENT

THIS CREDIT AND SECURITY AGREEMENT(the "Agreement") is dated April 10, 2008, and is entered into betweenHemaCare
Corporation, a California corporation, andCoral Blood Services, Inc., a California corporation (jointly and severally,
the "Company"), andWells Fargo Bank, National Association(as more fully defined in Exhibit A, "Wells Fargo"), acting through its Wells Fargo
Business Credit operating division.

RECITALS

Company
has asked Wells Fargo to provide it with a $4,750,000 revolving line of credit (the "Line of Credit") for working capital purposes and to facilitate the issuance of letters of credit. Company
has also requested a $250,000 capital expenditure line (the "Cap Ex Line"). Wells Fargo is agreeable to meeting Company's requests, provided that Company agrees to the terms and conditions of this
Agreement.

For
purposes of this Agreement, capitalized terms not otherwise defined in the Agreement shall have the meaning given them in Exhibit A.

AGREEMENT

1.     AMOUNT AND TERMS OF THE LINE OF CREDIT

1.1   Line of Credit; Limitations on Borrowings; Termination Date; Use of Proceeds.

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1.2   Borrowing Base; Mandatory Prepayment.

1.3   Procedures for Advances.



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1.4   Collection of Accounts and Application to Revolving Note.





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1.4A Cap Ex Loans.

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5

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1.6   Interest and Interest Related Matters; Application of Payments.



1.7   Fees.

6

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7

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8

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1.8   Interest Accrual; Principal and Interest Payments; Computation.

1.9   Termination, Reduction or Non-Renewal of Line of Credit by Company; Notice.

1.10 Letters of Credit

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2.     SECURITY INTEREST AND OCCUPANCY OF COMPANY'S PREMISES

10

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2.4   Company's Premises

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3.     CONDITIONS PRECEDENT

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4.     REPRESENTATIONS AND WARRANTIES



5.     COVENANTS





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Period

Minimum Book Net WorthMonth Ending February 29, 2008

$
4,550,000Month Ending March 31, 2008

$
4,550,000Month Ending April 30, 2008

$
4,525,000Month Ending May 31, 2008

$
4,525,000Month Ending June 30, 2008

$
4,525,000Month Ending July 31, 2008

$
4,600,000Month Ending August 31, 2008

$
4,600,000Month Ending September 30, 2008

$
4,600,000Month Ending October 31, 2008

$
4,675,000Month Ending November 30, 2008

$
4,675,000Month Ending December 31, 2008 and each month ending thereafter

$
4,675,000


Period

Minimum Net IncomeFiscal Quarter Ending March 31, 2008

$
<75,000
>Fiscal Quarter Ending June 30, 2008

$
<25,000
>Fiscal Quarter Ending September 30, 2008

$
75,000Fiscal Quarter Ending December 31, 2008

$
75,000Fiscal Year Ending December 31, 2008

$
270,000


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Period

Minimum Debt Service Coverage RatioNine months ended September 30, 2008

1.10 to 1.00; provided, however, if a Cap Ex Loan is requested and made, then 1.20 to 1.0Twelve months ended December 31, 2008

1.10 to 1.00; provided, however, if a Cap Ex Loan is requested and made, then 1.20 to 1.0Each calendar quarter ending after December 31

1.10 to 1.00; provided, however, if a Cap Ex Loan is requested and made, then 1.20 to 1.0


5.3   Other Liens and Permitted Liens.

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5.9[Intentionally Omitted].

5.10 Books and Records; Collateral Examination; Inspection and Appraisals

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5.11 Account Verification; Payment of Permitted Liens

5.12 Compliance with Laws

5.14 Maintenance of Collateral and Properties.

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6.     EVENTS OF DEFAULT AND REMEDIES

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7.     MISCELLANEOUS

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7.15 Arbitration.

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THE PARTIES TO THIS AGREEMENThave executed this Agreement through their duly authorized officers as of the date set forth above.

|                                                                                                                                                                                     |  | WELLS FARGO BANK,
    NATIONAL ASSOCIATION                                                                                                                                                                                                                              |  | HEMACARE CORPORATION      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------
|By:                                                                                                                                                                                  |  | /s/ Jeffrey CristolJeffrey Cristol                                                                                                                                                                                                                                      |  | By:                       
|                                                                                                                                                                                     |  | Its Vice President                                                                                                                                                                                                                                                      |  | Its                       
|                                                                                                                                                                                     |  |                                                                                                                                                                                                                                                                         |  | By:                       
|                                                                                                                                                                                     |  |                                                                                                                                                                                                                                                                         |  | Its                       
|                                                                                                                                                                                     |  |                                                                                                                                                                                                                                                                         |  | CORAL BLOOD SERVICES, INC.
|                                                                                                                                                                                     |  |                                                                                                                                                                                                                                                                         |  | By:                       
|                                                                                                                                                                                     |  |                                                                                                                                                                                                                                                                         |  | Its                       
|                                                                                                                                                                                     |  |                                                                                                                                                                                                                                                                         |  | By:                       
|                                                                                                                                                                                     |  |                                                                                                                                                                                                                                                                         |  | Its                       
|Wells Fargo Bank, National Association
  
245 S. Los Robles Avenue
Suite 700
Pasadena, CA 91101
Fax: (626) 844-9063
Attention: Ms. Gilda Pettit
e-mail:gilda.m.pettit@wellsfargo.com |  | HemaCare Corporation
Coral Blood Services, Inc.
15350 Sherman Way, Suite 350
Van Nuys, CA 91406
Fax: (818) 251-5356
Attention: Robert S. Chilton
e-mail:bchilton@hemacare.comFederal Employer Identification No.95-3280412/95-4709670
Organizational Identification No.

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REVOLVING NOTE

|$4,750,000 |  | April 10, 2008
|---------- |  | --------------

FOR VALUE RECEIVED, each of the undersigned, HEMACARE CORPORATION, a California corporation and CORAL BLOOD SERVICES, INC. a
California corporation (jointly and severally, the "Company"), hereby promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"), acting through its WELLS FARGO BUSINESS
CREDIT operating division, on the Termination Date described in the Credit and Security Agreement dated April 10, 2008 (as amended from time to time, the "Agreement") and entered into between
Wells Fargo and Company, at Wells Fargo's office at Los Angeles, California, or at any other place designated at any time by the holder, in lawful money of the United States of America and in
immediately available funds, the principal sum of FOUR MILLION SEVEN HUNDRED FIFTY THOUSAND Dollars ($4,750,000) or the aggregate unpaid principal amount of all Advances made by Wells Fargo to Company
under the Line of Credit under the Agreement, together with interest on the principal balance computed on the basis of actual days elapsed in a 360-day year, from the date of this
Revolving Note until this Revolving Note is fully paid at the rate from time to time in effect under the terms of the Agreement. Principal and interest accruing on the unpaid principal amount of this
Revolving Note shall be due and payable as provided in the Agreement. This Revolving Note may be prepaid only in accordance with the Agreement.

This
Revolving Note is the Revolving Note referred to in the Agreement, and is subject to the terms of the Agreement, which provides, among other things, for the acceleration of this
Revolving Note. This Revolving Note is secured, among other things, by the Agreement and the Security Documents as defined in the Agreement, and by any other security agreements, mortgages, deeds of
trust, assignments or other instruments or agreements that may subsequently be given for good and valuable consideration as security for this Revolving Note.

Company
shall pay all costs of collection, including reasonable attorneys' fees and legal expenses if this Revolving Note is not paid when due, whether or not legal proceedings are
commenced.

Presentment
or other demand for payment, notice of dishonor and protest are expressly waived.

| |  | HEMACARE CORPORATION      
| |  | --------------------------
| |  | By:                       
| |  | Name:                     
| |  | Its:                      
| |  | CORAL BLOOD SERVICES, INC.
| |  | By:                       
| |  | Name:                     
| |  | Its:                      

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CAP EX NOTE

|$250,000 |  | April 10, 2008
|-------- |  | --------------

FOR VALUE RECEIVED, each of the undersigned, HEMACARE CORPORATION, a California corporation and CORAL BLOOD SERVICES, INC. a
California corporation (jointly and severally, the "Company"), hereby promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"), acting through its WELLS FARGO BUSINESS
CREDIT operating division, on the Termination Date described in the Credit and Security Agreement dated April 10, 2008 (as amended from time to time, the "Agreement") and entered into between
Wells Fargo and Company, at Wells Fargo's office at Los Angeles, California, or at any other place designated at any time by the holder, in lawful money of the United States of America and in
immediately available funds, the principal sum of TWO HUNDRED FIFTY THOUSAND Dollars ($250,000) or the aggregate unpaid principal amount of all Cap Ex Loan Advances made by Wells Fargo to Company
under the terms of the Agreement, together with interest on the principal balance computed on the basis of actual days elapsed in a 360-day year, from the date of this Cap Ex Note until
this Cap Ex Note is fully paid at the rate from time to time in effect under the terms of the Agreement. Principal and interest accruing on the unpaid principal amount of this Cap Ex Note shall be due
and payable as provided in the Agreement. This Cap Ex Note may be prepaid only in accordance with the Agreement.

This
Cap Ex Note is the Cap Ex Note referred to in the Agreement, and is subject to the terms of the Agreement, which provides, among other things, for the acceleration of this Cap Ex
Note. This Cap Ex Note is secured, among other things, by the Agreement and the Security Documents as defined in the Agreement, and by any other security agreements, mortgages, deeds of trust,
assignments or other instruments or agreements that may subsequently be given for good and valuable consideration as security for this Cap Ex Note.

Company
shall pay all costs of collection, including reasonable attorneys' fees and legal expenses if this Cap Ex Note is not paid when due, whether or not legal proceedings are
commenced.

Presentment
or other demand for payment, notice of dishonor and protest are expressly waived.

| |  | HEMACARE CORPORATION      
| |  | --------------------------
| |  | By:                       
| |  | Name:                     
| |  | Its:                      
| |  | CORAL BLOOD SERVICES, INC.
| |  | By:                       
| |  | Name:                     
| |  | Its:                      

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Exhibit A to Credit and Security AgreementDEFINITIONS

"Account
Funds" is defined in Section 1.4(a).

"Accounts"
shall have the meaning given it under the UCC.

"Advance"
and "Advances" is defined in Section 1.1(a).

"Affiliate"
or "Affiliates" means Julian Steffenhagen, Robert S. Chilton and any other Person controlled by, controlling or under common control with Company, including any Subsidiary of Company. For
purposes of this definition, "control," when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise.

"Aggregate
Face Amount" means the aggregate amount that may then be drawn under each outstanding Letter of Credit, assuming compliance with all conditions for drawing.

"Agreement"
means this Credit and Security Agreement.

"Authenticated"
means (a) to have signed; or (b) to have executed or to have otherwise adopted a symbol, or have encrypted or similarly processed a Record in whole or in part, with the
present intent of the authenticating Person to identify the Person and adopt or accept a Record.

"Book
Net Worth" means the aggregate of the common and preferred shareholder's equity in the Company, determined in accordance with GAAP, and calculated without regard to any change in the valuation
of goodwill made in accordance with FASB Accounting Standard 142.

"Borrowing
Base" is defined in Section 1.2(a).

"Borrowing
Base Reserve" means, as of any date of determination, an amount or a percent of a specified category or item that Wells Fargo establishes in its sole discretion from time to time to reduce
availability under the Borrowing Base (a) to reflect events, conditions, contingencies or risks which affect the assets, business or prospects of Company, or the Collateral or its value, or the
enforceability, perfection or priority of Wells Fargo's Security Interest in the Collateral, as the term "Collateral" is defined in this Agreement, or (b) to reflect Wells Fargo's judgment that
any collateral report or financial information relating to Company and furnished to Wells Fargo may be incomplete, inaccurate or misleading in any material respect or (c) to reflect, without
limiting the generality of the any of the foregoing, contingencies or risks associated with respect to any facility or location of Company for which an executed Landlord Disclaimer and Consent (or
similar agreement acceptable to Wells Fargo in its sole discretion) is required but is not obtained.

"Business
Day" means a day on which the Federal Reserve Bank of New York is open for business.

"Capital
Expenditures" means for a period, any expenditure of money during such period for the purchase or construction of assets, or for improvements or additions to such assets, which are
capitalized on Company's balance sheet.

"CEO"
is defined in Section 7.4(a).

"Change
of Control" means the occurrence of any of the following events:

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"Collateral"
means all of Company's Accounts, chattel paper and electronic chattel paper, deposit accounts, documents, Equipment, General Intangibles, goods, instruments, Inventory, Investment
Property, letter-of-credit rights, letters of credit, all sums on deposit in any Collection Account, and any items in any Lockbox; together with (a) all substitutions
and replacements for and products of such property; (b) in the case of all goods, all accessions; (c) all accessories, attachments, parts, Equipment and repairs now or subsequently
attached or affixed to or used in connection with any goods; (d) all warehouse receipts, bills of lading and other documents of title that cover such goods now or in the future; (e) all
collateral subject to the Lien of any of the Security Documents; (f) any money, or other assets of Company that come into the possession, custody, or control of Wells Fargo now or in the
future; (g) Proceeds of any of the above Collateral; (h) books and records of Company, including all mail or e-mail addressed to Company; and (i) all of the above
Collateral, whether now owned or existing or acquired now or in the future or in which Company has rights now or in the future.

"Collection
Account" is defined in Section 1.4(a), and though owned by Wells Fargo as both depositor and as depository bank, the Collection Account is maintained in accordance with the terms of
Wells Fargo's Commercial Account Agreement in effect for demand deposit accounts.

"Compliance
Certificate" is defined in Section 5.1(a) and is in the form of Exhibit E.

"Commercial
Letter of Credit Agreement" means an agreement governing the issuance of documentary letters of credit entered into between Company as applicant and Wells Fargo as issuer.

"Constituent
Documents" means with respect to any Person, as applicable, that Person's certificate of incorporation, articles of incorporation, by-laws, certificate of formation, articles
of organization, limited liability company agreement, management agreement, operating agreement, shareholder agreement, partnership agreement or similar document or agreement governing such Person's
existence, organization or management or concerning disposition of ownership interests of such Person or voting rights among such Person's owners.

"Current
Maturities of Long Term Debt" means, during a period beginning and ending on designated dates, the amount of Company's long-term debt and capitalized leases which become due
during that period.

"Debt"
means of a Person as of a given date, all items of indebtedness or liability which in accordance with GAAP would be included in determining total liabilities as shown on the liabilities side of
a balance sheet for such Person and shall also include the aggregate payments required to be made by such Person at any time under any lease that is considered a capitalized lease under GAAP.

"Debt
Service Coverage Ratio" means



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"Default
Period" is defined in Section 1.6(c).

"Default
Rate" is defined in Section 1.6(c).

"Dilution"
means, as of any date of determination, a percentage, based upon the priorsix (6)months, which is the result of dividing (a) actual
bad debt write-downs, discounts, advertising allowances, credits, and any other items with respect to the Accounts determined to be dilutive by Wells Fargo in its sole discretion during this period,
by (b) Company's net sales during such period (excluding extraordinary items) plus the amount of clause (a).

"Director"
means a director if Company is a corporation, or a governor or manager if Company is a limited liability company.

"Earnings
Before Taxes" means pretax earnings from operations, excluding extraordinary gains, but including extraordinary losses.

"Electronic
Record" means a Record that is created, generated, sent, communicated, received, or stored by electronic means, butdoes notinclude any
Record that is sent, communicated, or received by fax.

"Eligible
Accounts" means all unpaid Accounts of Company arising from the sale or lease of goods or the performance of services, net of any credits, but excluding any such Accounts having any of the
following characteristics:

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"Eligible
Equipment" means that Equipment designated by Wells Fargo as eligible from time to time in its sole discretion, but excluding Equipment having any of the following characteristics:

"Equipment"
shall have the meaning given it under the Uniform Commercial Code in effect in the state whose laws govern this Agreement.

"Event
of Default" is defined in Section 6.1.

"Floating
Rate" means an annual interest rate applicable to the Advances which is based on the Prime Rate.

"Floating
Rate Advance" means an Advance bearing interest at the Floating Rate.

"Funds
from Operations" means for a given period, the sum of (a) Net Income, (b) depreciation and amortization, (c) any increase (or decrease) in deferred income taxes,
(d) any increase (or decrease) in

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lifo
reserves, and (e) other non-cash items, each as determined for such period in accordance with GAAP.

"GAAP"
means generally accepted accounting principles, applied on a basis consistent with the accounting practices applied in the financial statements described on Exhibit D.

"General
Intangibles" shall have the meaning given it under the UCC.

"Guarantor(s)"
means any other Person now or in the future guaranteeing the Indebtedness through the issuance of a Guaranty.

"Guaranty"
means an unconditional continuing guaranty executed by a Guarantor in favor of Wells Fargo (if more than one, the "Guaranties").

"Indebtedness"
is used in its most comprehensive sense and means any debts, obligations and liabilities of Company to Wells Fargo, whether incurred in the past, present or future, whether voluntary or
involuntary, and however arising, and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and including without limitation indebtedness arising
under any swap, derivative, foreign exchange, hedge, deposit, treasury management or any similar transaction or arrangement that Company may enter into at any time with Wells Fargo or with Wells Fargo
Merchant Services, L.L.C., whether or not Company may be liable individually or jointly with others, or whether recovery upon such Indebtedness may subsequently become unenforceable.

"Indemnified
Liabilities" is defined in Section 7.8.

"Indemnitees"
is defined in Section 7.8.

"Infringement"
or "Infringing" when used with respect to Intellectual Property Rights means any infringement or other violation of Intellectual Property Rights.

"Intellectual
Property Rights" means all actual or prospective rights arising in connection with any intellectual property or other proprietary rights, including all rights arising in connection with
copyrights, patents, service marks, trade dress, trade secrets, trademarks, trade names or mask works.

"Interest
Expense" means for a fiscal year-to-date period, Company's total gross interest expense during such period (excluding interest income), and shall in any event include
(a) interest expensed (whether or not paid) on all Debt, (b) the amortization of debt discounts, (c) the amortization of all fees payable in connection with the incurrence of Debt
to the extent included in interest expense, and (d) the portion of any capitalized lease obligation allocable to interest expense.

"Interest
Payment Date" is defined in Section 1.8(a).

"Inventory"
shall have the meaning given it under the UCC.

"Investment
Property" shall have the meaning given it under the UCC.

"L/C
Amount" means the sum of (a) the Aggregate Face Amount of any outstanding Letters of Credit, plus (b) the amount of each Obligation of Reimbursement that either remains unreimbursed
or has not been paid through an Advance on the Line of Credit.

"L/C
Application" means an application for the issuance of standby or documentary Letters of Credit pursuant to the terms of a Standby Letter of Credit Agreement or Commercial Letter of Credit
Agreement, in form acceptable to Wells Fargo.

"Letter
of Credit" and "Letters of Credit" are each defined in Section 1.10(a).

"Licensed
Intellectual Property" is defined in Exhibit D.

"Lien"
means any security interest, mortgage, deed of trust, pledge, lien, charge, encumbrance, title retention agreement or analogous instrument or device, including the interest of each lessor under
any

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capitalized
lease and the interest of any bondsman under any payment or performance bond, in, of or on any assets or properties of a Person, whether now owned or subsequently acquired and whether
arising by agreement or operation of law.

"Line
of Credit" is defined in the Recitals.

"Loan
Documents" means this Agreement, the Revolving Note, the Cap Ex Note, each Guaranty, each Patent and Trademark Security Agreement, each Standby Letter of Credit Agreement, each Commercial Letter
of Credit Agreement, any L/C Applications, and the Security Documents, together with every other agreement, note, document, contract or instrument to which Company now or in the future may be a party
and which may be required by Wells Fargo.

"Lockbox"
is defined in Section 1.4(b)(i), and is subject to the terms of the Lockbox service description to the Master Agreement for Treasury Management Services.

"Master
Agreement for Treasury Management Services" means the Master Agreement for Treasury Management Services, the related Acceptance of Services, and each and every service description governing
all deposit and treasury management products offered by Wells Fargo to Company.

"Material
Adverse Effect" means any of the following:

"Maturity
Date" is defined in Section 1.1(b).

"Maximum
Line Amount" is defined in Section 1.1(a).

"Minimum
Interest Charge" is defined in Section 1.6(b).

"Net
Income" means fiscal year-to-date after-tax net income from continuing operations, including extraordinary losses but excluding extraordinary gains, all as
determined in accordance with GAAP.

"Obligation
of Reimbursement" is defined in Section 1.10(b).

"OFAC"
is defined in Section 5.12(b).

"Officer"
means with respect to Company, an officer if Company is a corporation, a manager if Company is a limited liability company, or a partner if Company is a partnership.

"Operating
Account" is defined in Section 1.3(a), and maintained in accordance with the terms of Wells Fargo's Commercial Account Agreement in effect for demand deposit accounts.

"Overadvance"
means the amount, if any, by which the outstanding principal balance of the Revolving Note, plus the L/C Amount, is in excess of the then-existing Borrowing Base.

"Owned
Intellectual Property" is defined in Exhibit D.

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"Owner"
means with respect to Company, each Person having legal or beneficial title to an ownership interest in Company or a right to acquire such an interest.

"Patent
and Trademark Security Agreement" means each Patent and Trademark Security Agreement entered into between Company and Wells Fargo.

"Permitted
Lien" and "Permitted Liens" are defined in Section 5.3(a).

"Person"
means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or government or any agency or
political subdivision of a governmental entity.

"Premises"
is defined in Section 2.4(a).

"Prime
Rate" means at any time the rate of interest most recently announced by Wells Fargo at its principal office as its Prime Rate, with the understanding that the Prime Rate is one of Wells Fargo's
base rates, and serves as the basis upon which effective rates of interest are calculated for those loans making reference to it, and is evidenced by its recording in such internal publication or
publications as Wells Fargo may designate. Each change in the rate of interest shall become effective on the date each Prime Rate change is announced by Wells Fargo.

"Proceeds"
shall have the meaning given it under the UCC.

"Ready
Remit" is defined in Section 1.4(b)(ii), and is subject to the terms of the Ready Remit service description to the Master Agreement for Treasury Management Services.

"Record"
means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form, and includes all information that is
required to be reported by Company to Wells Fargo pursuant to Section 5.1.

"Restricted
Account Agreement" means the Restricted Account Agreement entered into between Company, Wells Fargo, and the depository where such account is maintained.

"Revolving
Note" is defined in Section 1.1(d).

"Security
Documents" means this Agreement, the Patent and Trademark Security Agreement(s), and any other document delivered to Wells Fargo from time to time to secure the Indebtedness.

"Security
Interest" is defined in Section 2.1.

"Special
Account" means a specified cash collateral account maintained with Wells Fargo or another financial institution acceptable to Wells Fargo in connection with each undrawn Letter of Credit
issued by Wells Fargo, as more fully described in Section 1.11.

"Standby
Letter of Credit Agreement" means an agreement governing the issuance of standby letters of credit by Wells Fargo entered into between Company as applicant and Wells Fargo as issuer.

"Subordinated
Creditor(s)" means any Person now or in the future subordinating indebtedness of Company held by that Person to the payment of the Indebtedness.

"Subordination
Agreement" means a subordination agreement executed by a Subordinated Creditor in favor of Wells Fargo (if more than one, the "Subordination Agreements").

"Subsidiary"
means any Person of which more than 50% of the outstanding ownership interests having general voting power under ordinary circumstances to elect a majority of the board of directors or
the equivalent of such Person, irrespective of whether or not at the time ownership interests of any other class or classes shall have or might have voting power by reason of the happening of any
contingency, is at the time directly or indirectly owned by Company, by Company and one or more other Subsidiaries, or by one or more other Subsidiaries.

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"Termination
Date" is defined in Section 1.1(b).

"UCC"
means the Uniform Commercial Code in effect in the state designated in this Agreement as the state whose laws shall govern this Agreement, or in any other state whose laws are held to govern
this Agreement or any portion of this Agreement.

"Unused
Amount" is defined in Section 1.7(b).

"Wells
Fargo" means Wells Fargo Bank, National Association in its broadest and most comprehensive sense as a legal entity, and is not limited in its meaning to the Wells Fargo Business Credit
operating division, or to any other operating division of Wells Fargo.

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Exhibit B to Credit and Security AgreementPREMISES

The Premises referred to in the Credit and Security Agreement are legally described as follows:

15350
Sherman Way
Van Nuys, CA 91406

2250
Alcazar Street, #136
Los Angeles, CA 90033

300
Professional Drive
Scarborough, ME 04074

152
U.S. Route 1
Scarborough, ME 04074

992
Union Street
Bangor, ME 04401

297
Knollwood Road, Unit #301
White Plains, NY 10607

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Exhibit C to Credit and Security AgreementCONDITIONS PRECEDENT

C-1

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C-2

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Exhibit D to Credit and Security AgreementREPRESENTATIONS AND WARRANTIES

Company represents and warrants to Wells Fargo as follows:



D-1

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Holder

Type of Rights/Stock

No. of Shares
(after exercise of
all rights to
acquire shares)

% Interest (on a
fully diluted
basis)James G. Wolf

Common Stock

800,000

9.1
%D. Carnegie & Co AB

Common Stock

775,519

8.8
%John W. Egan

Common Stock

775,519

8.8
%Gil and Oly Avidar

Common Stock

706,901

8.0
%Gerber Family Trust dated 12/13/96

Common Stock

695,000

7.9
%






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Exhibit E to Credit and Security AgreementCOMPLIANCE CERTIFICATE

|To:      |  | Wells Fargo Bank, National Association |  | 
|-------- |  | -------------------------------------- |  | 
|Date:    |  | ,
200                                  |  | 
|Subject: |  | Financial Statements                   |  | 

In
accordance with our Credit and Security Agreement dated,
200(as amended from time to time, the "Credit
Agreement"), attached are the financial statements
of                                    (the "Company") dated,
200(the "Reporting Date")
and the year-to-date period then ended (the "Current Financials"). All terms used in this certificate have the meanings given in the Credit Agreement.

A.Preparation and Accuracy of Financial Statements.I certify that the Current Financials have been prepared in
accordance with GAAP, subject to year-end audit adjustments, and fairly present Company's financial condition as of the Reporting Date.

B.Name of Company; Merger and Consolidation.I certify that:



C.Events of Default.I certify that:



D.Litigation Matters.I certify that:



E.Financial Covenants.I further certify that:



1.Minimum Book Net Worth.Pursuant to Section 5.2(a) of the Credit Agreement, as of the Reporting Date,
Company's Book Net Worth (excluding intercompany receivables owed from

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Hemacare
Bioscience, Inc.), was $                , which o satisfies o does not satisfy
the requirement that such amount be not less than the applicable amount set forth in the table below (numbers appearing between "< >"are negative) on the Reporting Date:

Period

Minimum Book Net WorthMonth Ending February 29, 2008

$
4,550,000Month Ending March 31, 2008

$
4,550,000Month Ending April 30, 2008

$
4,525,000Month Ending May 31, 2008

$
4,525,000Month Ending June 30, 2008

$
4,525,000Month Ending July 31, 2008

$
4,600,000Month Ending August 31, 2008

$
4,600,000Month Ending September 30, 2008

$
4,600,000Month Ending October 31, 2008

$
4,675,000Month Ending November 30, 2008

$
4,675,000Month Ending December 31, 2008 and each month ending thereafter

$
4,675,000


2.Minimum Net Income.Pursuant to Section 5.2(b) of the Credit Agreement, as of the Reporting Date,
Company's Net Income was$, which o satisfies
o does not satisfy the requirement that Net Income be not less than the amount set forth in the table below (numbers appearing between
"< >" are negative):

Period

Minimum Net IncomeFiscal Quarter Ending March 31, 2008

$
<75,000
>Fiscal Quarter Ending June 30, 2008

$
<25,000
>Fiscal Quarter Ending September 30, 2008

$
75,000Fiscal Quarter Ending December 31, 2008

$
75,000Fiscal Year Ending December 31, 2008

$
270,000


3.Minimum Earnings Before Taxes.[Not Applicable]

4.Minimum Debt Service Coverage Ratio.Pursuant to Section 5.2(d) of the Credit Agreement, as of the
Reporting Date, Company's Debt Service Coverage Ratio wasto 1.00, which
o satisfies o does not satisfy the requirement that such ratio be not less than the applicable
ratio set forth in the table below on the Reporting Date:

Period

Minimum Debt Service Coverage RatioNine months ended September 30, 2008

to 1.00; provided, however, if a Cap Ex Loan is requested and made, then 1.20 to 1.0Twelve months ended December 31, 2008

1.10 to 1.00; provided, however, if a Cap Ex Loan is requested and made, then 1.20 to 1.0Each calendar quarter ending after December 31

1.10 to 1.00; provided, however, if a Cap Ex Loan is requested and made, then 1.20 to 1.0


5.Capital Expenditures.Pursuant to Section 5.2(e) of the Credit Agreement, for the
year-to-date period ending on the Reporting Date, Company has expended or contracted to expend during the fiscal year ended,
200    ,for Capital Expenditures,$in the aggregate,

E-2

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which
o satisfies o does not satisfy the requirement that such expenditures not exceed $1,000,000in the aggregate during such
year.

Attached are statements of all relevant facts and computations in reasonable detail sufficient to evidence Company's compliance with the financial covenants
referred to above, which computations were made in accordance with GAAP.

| |  | HEMACARE CORPORATION      
| |  | --------------------------
| |  | CORAL BLOOD SERVICES, INC.
| |  | By:                       

E-3

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Exhibit F to Credit and Security AgreementPERMITTED LIENS

|Creditor                    |  | Collateral         |  | Jurisdiction |  | Filing Date |  | Filing No.
|--------------------------- |  | ------------------ |  | ------------ |  | ----------- |  | ----------
|Cobe Leasing Co.            |  | Specific Equipment |  | California   |  | 07/08/99    |  | 9919860616
|Dell Financial Services, LP |  | Leased Equipment   |  | California   |  | 07/09/02    |  | 0219160928

INDEBTEDNESS

|Creditor      |  | Current
Principal Amt. |         | Maturity Date |                 | Monthly Payment |     | Collateral
|------------- |  | ---------------------- | ------- | ------------- | --------------- | --------------- | --- | ----------
|Joseph Mauro  |  | $                      | 153,800 |               | August 29, 2010 |                 | n/a |           
|Valentin Adia |  | $                      | 46,200  |               | August 29, 2010 |                 | n/a |           

GUARANTIES

|Primary Obligor |  | Amount and Description of
Obligation Guaranteed |  | Beneficiary of Guaranty
|--------------- |  | ----------------------------------------------- |  | -----------------------
|NONE            |  |                                                 |  |                        

F-1

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