**Exhibit 10.31**

**SECOND AMENDED AND RESTATED SERVICESAGREEMENT**

THISSECOND AMENDED AND RESTATED SERVICES AGREEMENT (the “Amendment”) is made and entered into as of the later of April1, 2008, or the execution of the Agreement by both parties (the “Effective Date”) between, **Tenet Healthsystem Norris,Inc.**, a California corporation, doing business as USC/Kenneth Norris Jr. Cancer Hospital (“Hospital”) and**HemaCareCorporation**, a California corporation (“HemaCare”).

RECITALS

A.	Hospitaland HemaCare are parties to that certain Services Agreement effective January 30, 2003, and its subsequent l Amendment To ServicesAgreement effective April 1, 2006 (the “Prior Agreement”) for the provision of Therapeutic Hemapheresis (TA) and Stem.Cellservices (the “Services”); and

B.	Hospitaland HemaCare desire to mutually extend the term of the Prior Agreement and otherwise to amend and restate the Prior Agreement asset forth herein in such capacity.

Now,THEREFORE, in consideration of the foregoing premises and for valuable consideration the receipt of which is acknowledged by theparties, Hospital and HemaCare agree to amend the Agreement as follows:

1.	Section I is deleted, restated and incorporatedherein and made a part of the Prior Agreement as follows:

“I.**HEMACARE'S RESPONSIBILITY**: HemaCare shall be responsible for providing the following:

A.	Atall times, use best efforts to provide autologous stem cell collection services seven days a week, 24 hours a day. “Regularly”scheduled cases require 24 hours prior notice from Hospital. All cases with less notice shall be deemed to be emergency services,and HemaCare shall use best efforts to provide those services. Hospital agrees that HemaCare shall not be liable for any damages,claims or losses that may result if HemaCare is unable to provide the services within the time periods specified in this section.

B.	Supplythe collection instrument, disposable kits, and anticoagulants in advance of the scheduled procedure and comply with Hospital'spolicies and procedures for the disposal of such supplies and waste products. HemaCare's responsibility around supplies and reagentsinclude:

1.	Equipmentmaintenance, monitoring, and corrective actions in the event of failure.

 

2.	Visuallyexamine each supply and reagent used to collect cellular therapy products for evidence of contamination or outdated expirationsprior to use.

3.	Assignand deliver with procedure supplies a set of unique, numeric or alphanumeric uniform set of numbers and bar codes unless otherwisesupplied by the facility.

C.	MaintainStandard Operating Procedures governing autologous stem cell collection services in compliance with the appropriate state and federalregulatory agencies, including but not limited to Foundation for the Accreditation of Cellular Therapy, the Joint Commission, andHospital's Policies and Procedures.

D.	Providea detailed standard operating procedure (the “SOP”) manual relating to the collection process that is readily availableto Hospital and Hospital staff upon request that includes:

1.	Proceduresfor preparation, approval, implementation, review, and revision of all procedures.

2.	Standardizedformats and a system for identifying and naming procedures, worksheets, reports, and forms.

3.	Descriptionof equipment and supplies used, a stepwise description of the procedure and/or reference to other SOP's required to perform procedure.

4.	Referencesection listing appropriate literature.

5.	Copiesof current versions of orders, worksheets, reports, labels, and forms where applicable.

6.	Archivedpolicies and procedures, the inclusive dates of use, and their historical sequence, are maintained for a minimum of ten years fromarchival or according to governmental or institutional policy, whichever is longer.

E.	Ensurethat all personnel providing autologous stem cell collection services for HemaCare, pursuant to this Agreement, have appropriateand current state licenses, current CPR certification, and such annual health clearances as may be required by appropriate stateand federal regulatory agencies, including but not limited to Hospital's Policies and Procedures.

F.	Ensurethat all HemaCare personnel providing autologous stem cell collection services pursuant to this Agreement shall have undergoneappropriate training, and shall provide services in accordance with HemaCare's Standard Operating Procedures, as may be amendedby HemaCare from time to time, will complete the apheresis records and supply the originals as part of the hospital record whilekeeping a copy for the HemaCare chart, and shall be knowledgeable of and shall comply with such patients' rights as defined bythe Hospital and the appropriate state and federal regulatory agencies.

 

G.	TheHemaCare's hemapheresis nurse specialist will be responsible for:

1.	Obtaining vital signs.

2.	Drawing samples forlab tests for CBC, and Chemistries.

3.	If available, reviewingresults of infectious disease testing done within the prior 30 days to ensure proper labeling of product at the time of collection.

4.	Obtaining consent fromthe patient for the apheresis collection procedure.

Notwithstanding, planned donationswill be pre-approved by Hospital's Medical Director overseeing collections and donations.

H.	Develop,construct, and maintain a written Quality Management Plan which supports the Hospital's performance improvement, quality control,and any/all other related policies, procedures and initiatives. Quality Management Plan shall comply with FDA, AABB, and FACT-JACIE.

I.	AttendQuarterly BMT Committee Meeting and present stem cell collection data and other quality indicators in accordance with Quality AssurancePlan to ensure preparedness for any state, federal regulatory or accrediting body audit/survey.

J.	Preparean annual summary, inclusive of collection procedures, for the Hospital's Governing Board and other relevant Hospital committees.

K.	**COMPLIANCEOBLIGATIONS**. HemaCare and HemaCare staff has received, read, understood, and shall abide by Tenet's Standards of Conduct. Theparties to this Agreement shall comply with Tenet's Compliance Program and Tenet's policies and procedures related to the Anti-KickbackStatute and the Stark Law. Tenet's Standards of Conduct, summary of Compliance Program, and policies and procedures are availableat:

http://www.tenethealth.com/TenetHealth/OurCompany/EthicsBusinessConduct

Further, the parties to thisAgreement certify that they shall not violate the Anti-Kickback Statute and/or the Stark Law.

 

L.	**EXCLUSIONLISTS SCREENING**. HemaCare shall screen all of its current and prospective legal entities, officers, directors, and employeesdirectly assigned to work for Tenet (“Screened Persons”) against (a) the United States Department of Health and HumanServices/Office of Inspector General List of Excluded Individuals/Entities (available through the Internet at http://www.oig.hhs.gov),and (b) the General Services Administration's List of Parties Excluded from Federal Programs (available through the Internet athttp://www.epls.gov) (collectively, the 'Exclusion Lists”) to ensure that none of theScreened Persons (y) are currently excluded, debarred, suspended, or otherwise ineligible to participate in Federal healthcareprograms or in Federal procurement or nonprocurement programs, or (z) have been convicted of a criminal offense that falls withinthe ambit of 42 U,S.C. § 1320a-7(a), but have not yet been excluded, debarred, suspended, or otherwise declared ineligible(each, an “Ineligible Person”). If, at any time during the term of this Agreement any Screened Person becomes an IneligiblePerson or proposed to be an Ineligible Person, HemaCare shall immediately notify Hospital of the same. Screened Persons shallnot include any employee, contractor or agent who is not providing services under this Agreement.

M.	HemaCareshall secure and maintain at all times during the Term, at HemaCare's sole expense, professional liability insurance covering HemaCare,with a carrier licensed to do business in the State of California and having at least an “A” BEST rating, at the followinglimits:

$1,000,000 per claim/occurrenceand $3,000,000 aggregate

Suchinsurance shall not be cancelable except upon 30 days' prior written notice to Hospital. Such coverage shall be primary and non-contributory,HemaCare shall annually provide Hospital a certificate of insurance evidencing such coverage and coverage extensions. This coverageshall be either (1) on an occurrence basis or (2) on a claims-made basis. If the coverage is on a claims-made basis, HemaCare herebyagrees that prior to the effective date of termination of HemaCare's current insurance coverage, HemaCare shall purchase, at HemaCare'ssole expense, either a replacement policy annually thereafter having a retroactive date no later than the Effective Date or unlimitedtail coverage in the above stated amounts for all claims arising out of incidents occurring prior to termination of HemaCare'scurrent coverage or prior to termination of this Agreement, and HemaCare shall provide Hospital a certificate of insurance evidencingsuch coverage.

2.	Section II is deleted, restatedand incorporated herein and made a part of the Prior Agreement as follows:

“**II.****HOSPITAL'S RESPONSIBILITY: Hospital shall be responsible for providing the following:  
 

A.	Documentedpolicies and procedures addressing all appropriate clinical aspects of operations and management:

1.	Writtencriteria for donor selection, evaluation, and management by trained medical personnel.

2.	Donorevaluation procedures to protect the safety of the cellular product donor.

3.	Donorassessment and evaluation for acceptance of patient into their Hematopoietic Progenitor Cell transplant program including a transmissionof donor eligibility criteria including hemoglobinopathy assessment in the donor patient profile to HemaCare prior to collection.

4.	Centralline placement for apheresis access, with its related responsibilities outside of apheresis collection procedures.

5.	Useand administration of cytokines, growth factors with all its related responsibilities.

6.	Donorand recipient confidentiality.

7.	Donortreatment.

8.	Screening.

9.	Productstorage, ownership and disposition.

10.	Expirationdates.

11.	Releaseand exceptional release.

12.	Biologicalproduct deviations.

13.	Producttracking and current log which would cross reference the HemaCare collection number and USC/Kenneth Norris Jr. Cancer Hospital'sprocessing number on the product label whenever there are more than one unique identification numbers on the product.

14.	Transportationof the product.

15.	Outcomedata and information on clinical results of cellular product reinfusion including time to engraftment and overall clinical outcometo be used as part of outcome analysis. Information will be presented at the Quarterly BMT Committee meetings. If it is urgent,hospital will immediately contact HemaCare by phone call, email, or fax.
  
 

16.	Informationregarding adverse events associated with reinfusion of cellular products. If it is urgent, hospital will immediately contact HemaCareby phone call, email, or fax.

B.	Processesfor assessing quality of cellular therapy products to ensure their safety, viability, and integrity and to document the productsmeet predetermined release specifications. Results of all such assessments shall become part of the permanent record of the productprocessed.

C.	Requiredcommunicable disease testing using FDA approved testing materials and shall be responsible for proper notification of reactiveresults of infectious disease tests to the patient's physician and local and state authorities.

D.	Themanagement of cellular therapy products with positive microbial culture results. A positive bacterial culture must be addressedby phone call and email immediately as soon as Hospital determines it is from the collection process and not a contaminant fromtheir lab manipulation.

E.	Amechanism to ensure continuous operations in the event that the electronic record system ceases to function, including a plan fordata backup, and a mechanism to ensure compliance with applicable laws.

F.	Policies and procedures for the development and implementation of written agreements with third parties whose services impactthe cellular therapy product.

G.	Reviewingrecords applying to the non-collection aspects of cellular therapy products, including investigation of reported adverse reaction.This will be done in accordance with the Blood Bank's Standard Operating Procedures for blood and/or cellular products.

H.	Willobtain the necessary laboratory results prior to collection as required by AABB standards.

I.	Provide applicable physician training and continuing education (CME) in the area of donor/patient related issues, as the facilitymedical director deems necessary.

J.	Thephysician directing the stem cell collection procedure is the hospital attending physician who is writing orders and supervisingthe collection of the Hematopoietic Progenitor Cells. The Bone Marrow Medical Transplant Director of the clinical transplant servicesor his/her designate may serve as the physician supervising the collection.
  
 

K.	Providea qualified, licensed physician who is experienced in the use of pharmacologic and biologic agents and management of complications,as well as a physician at the procurement site who can:

1.	Confirmthat the donor's medical status permits procurement and document that the donor's health status is acceptable.

2.	Overseeplacement and maintenance of central venous catheter devices.

3.	Overseeadministration of growth factor/pharmacologic agents.

4.	Providepatient/donor education, a general explanation of the indications for and results of cellular therapy, potential risks, complications,as well as risks and side effects of growth factors, where applicable, risks of anesthesia when required, and discuss alternativemethods of stem cell procurement and alternative treatment approaches.

5.	Writeand sign physician orders for collection of Hematopoietic Progenitor Cell products.

6.	Provideacceptable end points and the range of expected results, where applicable.

L.	Supplyall medications and fluids that are required for the stem cell collection, and provide the qualified hospital staff to administerany medications that are peripheral to the actual apheresis/collection procedure, except for materials described in Section I.B.herein,

M.	Thereshall be documentation of facility cleaning and sanitation, environmental conditions, and inspection of environmental control systemsto ensure adequate conditions for proper operations. Records of all cleaning and sanitation activities performed to prevent productcontamination shall be maintained ten (10) years after their creation.

N.	Areasonable process for product tracking that allows tracking from the donor to the recipient or final distribution and from therecipient, or final disposition, to the donor.

3.	Section III. E. **Term**is deleted, restated and incorporated herein and made a part of the Prior Agreement as follows:

“III. E. **Term**.
  
 

Theterm of this Agreement (“Term”) shall be two (2) year(s) commencing on the Effective Date. If the parties continueto abide by the terms and conditions of this Agreement without having executed a renewal or extension of this Agreement or advisedthe other party of such party's intent not to renew or extend this Agreement, then this Agreement shall automatically be extendedon a month-to-month basis for up to six (6) months. During the term of the Agreement or any extension of this Agreement, HemaCaremay change the payment rates with at least 30 day written notice of the proposed changes.”

4.	SectionIII. G. **ARBITRATION** is added and incorporated herein and made a part of the Prior Agreement as follows:

“III. G. **ARBITRATION**.

Anydispute or controversy arising under, out of or in connection with, or in relation to this Agreement, or any amendment hereof,or the breath hereof shall be determined and settled by final and binding arbitration in the county in which the Hospital is locatedin accordance with the Commercial Rules of Arbitration (“Rules”) of the Judicial Arbitration and Mediation Services(“JAMS”) before one arbitrator applying the laws of the State. The parties shall attempt to mutually select the arbitrator.In the event they are unable to mutually agree, the arbitrator shall be selected by the procedures prescribed by the JAMS Rules.Any award rendered by the arbitrator shall be final and binding upon each of the parties, and judgment thereof may be entered inany court having jurisdiction thereof. The costs shall be borne equally by both parties.”

5.	SectionIV. Is added and incorporated herein and made a part of the Prior Agreement as follows:

“**IV.HEMACARE AND HOSPITAL RESPONSIBILITIES**: HemaCare and Hospital shall both be responsible for providing:

A.	Consents:HemaCare R.N. will supply and obtain the consent for autologous stem cell collections, which will be included in the patient'shospital chart as well as in the HemaCare chart, which is the property of HemaCare. Hospital will supply and obtain written consentsfor all other related medical procedures that are required by Hospital policy and Hospital will store and maintain said writtenconsents in the applicable records and files.

B.	TheQuality Management Plan shall comply with the standards required in AABB or FACT-JACIE current editions.

C.	Personneltraining and competency assessment relating to their fields of expertise.
  
D.	Deviations,adverse events, and complaints as applicable to the appropriate facility from which they arise, with resulting corrective action.

E.	Aprocess for documentation and review of outcome analysis and product.

F.	Thestorage of supplies and reagents at the appropriate temperature in a secure, sanitary, and orderly location and manner.

G.	Allsupplies and reagents coming into contact with autologous stem cell products during collection, processing, storage, or transportationshall be sterile and shall be of appropriate grade for the intended use. Cleaning and sanitation of equipment is the responsibilityof the proprietor or authorized user.

H.	TheHemaCare R.N. will obtain lab samples as required and submit said samples to the appropriate Hospital personnel for Hospital processing.

I.	BothHospital and HemaCare shall comply with the current edition of FDA CFR, State of California, AABB Standards for Cellular Therapyfor accreditation, and FACT-JACIE.

6.	**GENERAL**. Ifprovisions of this Amendment and the Prior Agreement conflict, the provisions of this Amendment shall prevail. Except as specificallyamended herein, all terms and conditions of the Prior Agreement shall remain in full force and effect.
 TENET HEALTHSYSTEM NORRIS, INC., A CALIFORNIA CORPORATION, D/B/A USC/KENNETH NORRIS JR. CANCER HOSPITAL    By: /s/ Debbie Walsh Name:Debbie Walsh Title:President/Chief Executive Officer Date:7/16/08    HEMACARE CORPORATION, A CALIFORNIA CORPORATION    By: /s/ Bob Chilton Name:Bob Chilton Title:EVP + CFO Date:7/16/08
 

 
 
 **