EXHIBIT 4.5


THIS  WARRANT  AND THE SHARES OF COMMON STOCK ISSUABLE  UPON  ITS
EXERCISE  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES  ACT  OF
1933,  AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES
LAWS  AND  MAY  NOT  BE TRANSFERRED, SOLD, ASSIGNED,  PLEDGED  OR
OTHERWISE  DISPOSED OF UNLESS (i) A REGISTRATION STATEMENT  UNDER
THE  SECURITIES  ACT  OF  1933, AS  AMENDED,  SHALL  HAVE  BECOME
EFFECTIVE  WITH RESPECT THERETO AND ALL APPLICABLE QUALIFICATIONS
UNDER STATE SECURITIES LAWS SHALL HAVE BEEN OBTAINED WITH RESPECT
THERETO;  OR (ii) A WRITTEN OPINION FROM COUNSEL FOR  THE  HOLDER
REASONABLY  SATISFACTORY TO THE ISSUER HAS BEEN OBTAINED  STATING
THAT NO SUCH REGISTRATION OR QUALIFICATION IS REQUIRED.

              WARRANT TO PURCHASE COMMON SHARES OF
                      HEMACARE CORPORATION

          For  good  and valuable consideration, the  receipt  of
which  is hereby acknowledged, Hemacare Corporation, a California
corporation  (the  "Company"), hereby grants to  Alan  Darlington
("Darlington"),  an  irrevocable  warrant  (the   "Warrant")   to
purchase up to 20,000 fully paid and nonassessable common  shares
of  the  Company (the "Shares"), adjusted as set forth below,  at
the Warrant Price, as defined below, at any time beginning on the
date hereof and ending on September 28, 2006, all subject to  the
provisions, terms and conditions set forth below.

     1.   Exercise; Issuance of Certificates; Payment for Shares.
This  Warrant may be exercised by the holder hereof, in whole  or
in  part  (but not as to a fractional Share), and on one or  more
occasions,  by  written notice to the Company  at  its  principal
office  at 21101 Oxnard Street, Woodland Hills, California  91367
(or  such  other  office  or agency of  the  Company  as  it  may
designate  by  notice  in writing to the  holder  hereof  at  the
address of such holder appearing on the books of the Company)  at
any  time  within the period above named and by  payment  to  the
Company by cashier's check or wire transfer of the Warrant  Price
for  the number of Shares designated by the holder (but not  more
than  the  number of Shares for which this Warrant  then  remains
unexercised).   The Company agrees that the Shares  so  purchased
will  be deemed to have been issued to the holder hereof  as  the
record  owner of such Shares as of the close of business  on  the
date  on  which  such  notice is received  and  payment  made  as
aforesaid.   Certificates for the Shares  so  purchased  will  be
delivered  to  the  holder hereof within a reasonable  time,  not
exceeding fifteen (15) business days, after this Warrant has been
exercised, and, unless this Warrant has expired, it will continue
in  effect  with respect to the number of Shares, if any,  as  to
which it has not then been exercised.

     2.    Shares  to be Fully Paid; Reservation of Shares.   The
Company covenants and agrees as follows:

          2.1   All  Shares  issued upon  the  exercise  of  this
Warrant will, upon issuance, be fully paid and nonassessable  and
free  from all taxes, liens and charges with respect to the issue
thereof.

          2.2  During the period within which this Warrant may be
exercised,  the  Company will at all times  have  authorized  and
reserved for the purpose of issuance or transfer upon exercise of
this  Warrant  a sufficient number of Shares to provide  for  the
exercise of this Warrant.

          2.3   The  Company will take all actions  necessary  to
assure that the Shares issuable upon the exercise of this Warrant
may  be  so  issued  without violation of any applicable  law  or
regulation,  or  of  any requirements of any securities  exchange
upon which the shares of the Company may be listed.

          2.4   The  Company will not take any action that  would
result  in an adjustment of the Warrant Price if the total number
of  Shares  issuable  after such action  upon  exercise  of  this
Warrant, together with all Shares then outstanding and all Shares
then  issuable upon exercise of all rights, options  or  warrants
(other  than this Warrant) and upon conversion of all  securities
convertible  into or exchangeable for shares of common  stock  of
the  Company,  would  exceed  the total  number  of  Shares  then
authorized by the Company's Articles of Incorporation.

     3.   Warrant Price.

          3.1   Initial  Warrant Price; Subsequent Adjustment  of
Price  and  Number  of Purchasable Shares.  The  Initial  Warrant
Price will be $1.20 per Share, and will be adjusted from time  to
time  as  provided below.  The Initial Warrant Price or, if  such
price  has  been adjusted, the price per Share as  last  adjusted
pursuant  to  the  terms hereof is referred to  as  the  "Warrant
Price"  herein.  Upon each adjustment of the Warrant  Price,  the
holder  of  this Warrant will thereafter be entitled to purchase,
at  the  Warrant Price resulting from such adjustment, the number
of  Shares  obtained by multiplying the Warrant Price  in  effect
immediately  before  such  adjustment by  the  number  of  Shares
purchasable  pursuant  to  this Warrant immediately  before  such
adjustment  and  dividing  the  product  by  the  Warrant   Price
resulting from such adjustment.

          3.2   Subdivision  or Combination of  Shares.   If  the
Company  at  any time while this Warrant, or any portion  hereof,
remains  outstanding  and  unexpired shall  split,  subdivide  or
combine  the  securities as to which purchase rights  under  this
Warrant exist, into a different number of securities of the  same
class,   the   Warrant  Price  for  such  securities   shall   be
proportionately decreased in the case of a split  or  subdivision
or proportionately increased in the case of a combination.

          3.3   Reclassification.  If the Company,  at  any  time
while  this  Warrant, or any portion hereof, remains  outstanding
and  unexpired,  by reclassification of securities  or  otherwise
shall  change  any of the securities as to which purchase  rights
under  this Warrant exist into the same or a different number  of
securities  of  any  other class or classes, this  Warrant  shall
thereafter represent the right to acquire such number and kind of
securities  as  would have been issuable as the  result  of  such
change  with respect to the securities that were subject  to  the
purchase  rights  under this Warrant immediately  prior  to  such
reclassification or other change and the Warrant  Price  therefor
shall be appropriately adjusted.



          3.4   Adjustments  for  Dividends  in  Stock  or  Other
Securities  or Property.  If while this Warrant, or  any  portion
hereof,  remains  outstanding and unexpired the  holders  of  the
securities  as to which purchase rights under this Warrant  exist
at  the time shall have received, or, on or after the record date
fixed for the determination of eligible stockholders, shall  have
become  entitled to receive, without payment therefor,  other  or
additional  stock  or  other securities or property  (other  than
cash)  of the Company by way of dividend, then and in each  case,
this Warrant shall represent the right to acquire, in addition to
the number of shares of the security receivable upon exercise  of
this Warrant, and without payment of any additional consideration
therefor, the amount of such other or additional stock  or  other
securities or property (other than cash) of the Company that such
holder  would hold on the date of such exercise had it  been  the
holder of record of the security receivable upon exercise of this
Warrant on the date hereof and had thereafter, during the  period
from  the date hereof to and including the date of such exercise,
retained  such shares and/or all other additional stock available
by  it  as  aforesaid during such period, giving  effect  to  all
adjustments called for during such period.

          3.5   Reorganization, Reclassification,  Consolidation,
Merger    or   Sale.    If   any   capital   reorganization    or
reclassification   of  the  Shares  of  the   Company,   or   any
consolidation  or merger of the Company with another  corporation
or  entity,  or  the  sale  of all or substantially  all  of  the
Company's assets to another corporation will be effected in  such
a  way that holders of Shares will be entitled to receive Shares,
securities  or assets with respect to or in exchange for  Shares,
then,  upon  exercise of this Warrant, the holder will thereafter
have  the  right to receive such Shares, securities or assets  as
may  be  issued or payable with respect to or in exchange  for  a
number  of  outstanding  Shares equal to  the  number  of  Shares
immediately  theretofore  purchasable  and  receivable  upon  the
exercise  of  this  Warrant.  If a purchase, tender  or  exchange
offer is made to and accepted by the holders of more than 50%  of
the  outstanding  Shares of the Company,  the  Company  will  not
effect  any  consolidation, merger or sale with  the  Person,  as
defined  below,  making  such offer or  with  any  Affiliate,  as
defined below, of such Person, unless, before the consummation of
such consolidation, merger or sale, the holder of this Warrant is
given  at  least  ten  (10) business days  notice  prior  to  the
scheduled  closing date (the "Closing Date") of such  transaction
(which   notice  shall  specify  the  material  terms   of   such
transaction  and the proposed Closing Date).  In  the  event  the
holder  elects  to exercise this Warrant or any  portion  thereof
following such notice and such consolidation, merger or  sale  is
not consummated within ten (10) days of the proposed Closing Date
(or  any  subsequent proposed Closing Date), then the Holder  may
rescind its exercise of this Warrant by providing written  notice
thereof  to  the  Company, the Company  shall  take  all  actions
consistent therewith (including without limitation the  immediate
return  of  the Warrant Price paid with respect to such rescinded
exercise)  and  this Warrant shall continue  in  full  force  and
effect.  As used in this paragraph, the term "Person" includes an
individual,  a  partnership,  a corporation,  a  trust,  a  joint
venture,   a   limited  liability  company,   an   unincorporated
organization  and  a  government  or  any  department  or  agency
thereof, and an "Affiliate" of a Person means any Person directly
or  indirectly  controlling, controlled by  or  under  direct  or
indirect  common control with, such other Person.  A Person  will
be  deemed  to control a corporation or other business entity  if
such  Person  possesses,  directly or indirectly,  the  power  to
direct  or cause the direction of the management and policies  of
such   corporation,  whether  through  the  ownership  of  voting
securities, by contract or otherwise.



          3.6   Notice of Adjustment.  Upon any adjustment of the
Warrant  Price, the Company will give written notice thereof,  by
first-class  mail, postage prepaid, addressed to  the  holder  of
this  Warrant at the address of such holder as shown on the books
of  the  Company,  which  notice will  state  the  Warrant  Price
resulting  from such adjustment and the increase or decrease,  if
any,  in the number of Shares purchasable at such price upon  the
exercise of this Warrant, setting forth in reasonable detail  the
method  of  calculation and the facts upon which such calculation
is based.

          3.7  Other Notices.  If at any time:

               3.7.1     The Company declares a cash dividend  on
its  Shares payable at a rate in excess of the rate of  the  last
cash dividend theretofore paid;

               3.7.2      The Company declares a dividend on  its
Shares  payable  in  Shares or pays a special dividend  or  other
distribution (other than regular cash dividends) to  the  holders
of its Shares;

               3.7.3      The shareholders of the Company approve
any capital reorganization from or reclassification of the Shares
of  the  Company, or any consolidation or merger of  the  Company
with,  or  sale  of all or substantially all of  its  assets  to,
another corporation or other entity; or

               3.7.4      There  is  a voluntary  or  involuntary
dissolution, liquidation or winding up of the Company;

               Then  the Company will give, by first-class  mail,
postage prepaid, addressed to the holder of this Warrant  at  the
address  of  such  holder as shown on the books of  the  Company,
(i)  at least twenty (20) days' prior written notice of the  date
on  which the books of the Company will close or a record will be
taken for such dividend or distribution or for determining rights
to  vote in respect of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or  winding
up,    and   (ii)   in   the   case   of   such   reorganization,
reclassification,   consolidation,  merger,  sale,   dissolution,
liquidation  or  winding  up, at least twenty  (20)  days'  prior
written  notice of the date when the same will take  place.   Any
notice  required by clause (i) will also specify, in the case  of
any  such dividend or distribution, the date on which the holders
of  Shares  will be entitled thereto, and any notice required  by
(ii)  will also specify the anticipated date on which the holders
of   Shares  will  be  entitled  to  exchange  their  Shares  for
securities    or   other   property   deliverable    upon    such
reorganization,  reclassification, consolidation,  merger,  sale,
dissolution, liquidation or winding up, as the case may be.

     4.   Listing.  If any Shares required to be reserved for the
purpose  of  issue  upon  the exercise of  this  Warrant  require
registration with or approval of any governmental authority under
any federal or state law (other than the filing of a Registration
Statement  under the Securities Act of 1933, as  then  in  effect
(the  "Securities Act"), or any similar federal or state law then
in  effect),  or listing on any securities exchange, before  such
Shares may be issued upon such exercise, the Company will, at its
expense and as expeditiously as possible, use its best efforts to
cause such Shares to be duly registered or approved or listed  on
the relevant securities exchange, as the case may be.

     5.    Closing  of Books.  The Company will at no time  close
its transfer books against the transfer of this Warrant or of any
Shares  issued or issuable upon the exercise of this  Warrant  in
any  manner  which  interferes with the timely exercise  of  this
Warrant.

     6.   Definition of Shares.  As used in this Warrant the term
"Shares"  includes  the  Company's  authorized  common  stock  as
constituted  on the date hereof and also includes any  shares  of
any  class  of  stock or other equity securities of  the  Company
thereafter authorized which will not be limited in respect of the
rights of the holders thereof to participate in dividends  or  in
the  distribution  of  assets upon the voluntary  or  involuntary
liquidation,  dissolution or winding up of the Company;  provided
that, except as provided in paragraph 3.5, the Shares purchasable
pursuant  to this Warrant will include only Shares designated  as
"common  shares"  of  the  Company  or,  in  the  case   of   any
reclassification   of   the  outstanding  Shares,   the   Shares,
securities or assets provided for in paragraph 3.5.

     7.    No  Voting  Rights. Neither Darlington nor  any  other
person  legally  entitled  to  exercise  this  Warrant  shall  be
entitled  to any of the rights or privileges of a shareholder  of
the  Company in respect of any Shares issuable upon any  exercise
of   this  Warrant unless and until a certificate or certificates
representing  such  Shares shall have been  actually  issued  and
delivered.   No  Shares shall be issued and  delivered  upon  the
exercise  of this Warrant unless and until there shall have  been
full   compliance  with  all  applicable  requirements   of   the
Securities  Act  of 1933, as amended (whether by registration  or
satisfaction  of an exemption therefrom), all applicable  listing
requirements of a national securities exchange on which shares of
the same class are listed and any other requirements of law or of
any  regulatory bodies having jurisdiction over such issuance and
delivery.

     8.    Warrant Not Transferable. This Warrant and  all  other
rights  and  privileges granted hereby shall not be  transferred,
either voluntarily or by operation of law, otherwise than by will
or  the  laws  of  descent  and distribution  or  pursuant  to  a
Qualified  Domestic  Relations Order.  Upon  any  attempt  to  so
transfer or otherwise dispose of this Warrant or any other  right
or  privileges granted hereby contrary to the provisions  hereof,
this Warrant and all rights and privileges contained herein shall
immediately  become  null and void and of  no  further  force  or
effect.

     9.     Descriptive   Headings  and   Governing   Law.    The
descriptive  headings of the several Articles and  paragraphs  of
this  Warrant  are  inserted  for convenience  only  and  do  not
constitute  a  part  of  this Warrant.   This  Warrant  is  being
delivered  and  is  intended  to be performed  in  the  State  of
California and will be construed and enforced in accordance with,
and  the rights of  the parties will be governed by, the  law  of
such State.

     10.   Tax  Withholding. The Company shall have the right  to
require  Darlington  or  any  other person  legally  entitled  to
exercise  this Warrant to pay the Company any federal, state,  or
local  taxes  of  any kind required by law to  be  withheld  with
respect to the exercise of this Warrant or the sale of the Shares
issued hereunder or to take such other action as may be necessary
in  the opinion of the Company to satisfy all obligations for the
payment of such taxes.


     11.   Legend.   All certificates representing  Shares  shall
bear the following legend:

THE  SHARES  OF  COMMON  STOCK EVIDENCED  HEREBY  HAVE  NOT  BEEN
REGISTERED  UNDER  THE  SECURITIES ACT OF 1933,  AS  AMENDED,  OR
QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY  NOT  BE
TRANSFERRED,  SOLD,  ASSIGNED, PLEDGED OR OTHERWISE  DISPOSED  OF
UNLESS  (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT  OF
1933,  AS  AMENDED,  SHALL  HAVE BECOME  EFFECTIVE  WITH  RESPECT
THERETO  AND ALL APPLICABLE QUALIFICATIONS UNDER STATE SECURITIES
LAWS  SHALL HAVE BEEN OBTAINED WITH RESPECT THERETO;  OR  (ii)  A
WRITTEN   OPINION   FROM  COUNSEL  FOR  THE   HOLDER   REASONABLY
SATISFACTORY TO THE ISSUER HAS BEEN OBTAINED STATING THAT NO SUCH
REGISTRATION OR QUALIFICATION IS REQUIRED.

     IN  WITNESS WHEREOF, the Company has caused this Warrant  to
be  signed  and attested by its duly authorized officers,  as  of
1/15/03.

                              HEMACARE CORPORATION



                              By: /s/ Judi Irving
                                 -----------------------------
                                Authorized Representative