EXHIBIT 10.12

HemaCare Corporation
Lease  (Installment Sale) Agreement
December 30, 2003

GAMBRO BCT

December 30, 2003


                LEASE (INSTALLMENT SALE) AGREEMENT
    COBE(R) Spectra(TM) Apheresis System/Trima(TM) Automated
                   Blood Collection System

Gambro BCT, Inc., 10811 W. Collins Avenue, Lakewood, CO 80215-
4440 ("Company"), hereby agrees to sell to HemaCare Corporation,
21101 Oxnard Street, Woodland Hills, CA  91367, ("Customer") and
Customer hereby agrees to lease the equipment ("Equipment")
identified below, subject to the following terms and conditions:

1.   TERM OF AGREEMENT
     The term of this Agreement shall begin thirty days after the
     date the Equipment is shipped by Company to the Customer's
     location and, unless sooner terminated shall continue for
     thereafter for the term stated on Exhibit A.

2.   PAYMENTS
     (a) Lease Payments.  Customer shall pay Company the monthly
     lease charges in equal monthly installments, as stated in
     Exhibit A, for the duration of the term of this Agreement.
     Each monthly lease payment is due within thirty (30) days of
     Company's invoice date.  Customer shall submit a valid
     purchase order for the total monthly lease billings covering
     the full term of the Agreement.

     (b) Purchase Option.  Subject to Customer's compliance with
     its obligations under this Agreement, Customer shall have
     the option to purchase the Equipment for an exercise price
     calculated as set forth in Exhibit "B" to this Agreement.
     Customer must give thirty (30) days prior written notice to
     Company and pay the full exercise price plus all amounts
     otherwise due and payable under this Agreement within such
     thirty (30) day period.  Should early termination of this
     Agreement occur pursuant to Paragraph 14, or should Customer
     be in default of any of its obligations arising hereunder,
     this option shall be null and void.  See Exhibit B for an
     amortization schedule for the purchase option.

     (c)  Terms of Payment.  All monthly lease installment payments
     and any other payments by Customer under this Agreement shall be
     made at Company's "remit to" address as set forth on Company's
     invoices. Company shall have the right to charge Customer
     interest at the rate of one and one-half percent (1-1/2%) per
     month (or the maximum rate permitted by law, whichever may be
     less) on any lease installment billing or other billing under
     this Agreement which is not paid when due.

3.   DELIVERY OF PRODUCT
     All Company product (equipment and disposable products)
     shall be shipped and delivered to Customer F.O.B. Shipping
     Point, via surface transportation, at the address specified
     in the first paragraph of this Agreement.  Freight and
     handling charges are prepaid and added to the invoice.

4.   LIMITED WARRANTY
     Company will replace or, at its option, repair (free of
     charge) for the original purchaser any part of new Equipment
     which is defective in materials or workmanship during the
     first 12 months of the term of this Agreement (during the
     first 6 months for refurbished Equipment).  This limited
     warranty does not include replacement or repair of any part
     which fails because of misuse, accident, neglect, failure to
     use and maintain the Equipment in accordance with
     instructions of Company, as set forth in the Operator's
     Manual, or alterations by unauthorized persons.  THIS
     LIMITED WARRANTY IS EXPRESSLY IN LIEU OF ALL WARRANTIES,
     EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
     MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  GAMBRO


<PAGE>  2

     WILL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL
     DAMAGES ARISING OUT OF THIS AGREEMENT OR THE CUSTOMER'S USE
     OF THE EQUIPMENT.  Repairs required as a result of abuse or
     misuse of the Equipment, as determined by Company in good
     faith, will be charged to the Customer.  To request service,
     Customer should call the Service Response Center at (800)
     525-2623 and provide the Name, Model Number and Serial
     Number of the Equipment.

5.   INSTRUCTION
     Company will complete the in-service programmed training of
     two or three of the Customer's employees in the use of the
     Equipment and Disposable Products.  Should there be changes
     in the contracted Equipment or its use or the Disposable
     Products with the Equipment, Company agrees to provide
     additional instruction as reasonably necessary for
     Customer's employees to properly utilize the Equipment and
     Disposable Products.

6.   MAINTENANCE
     (a)  In conjunction with the execution of an Agreement, a
     Company-approved equipment maintenance and service program
     must be undertaken to commence at the end of the warranty
     period and remain in effect for the term of the Agreement.

     (b)  Customer will operate the Equipment in accordance with
     the instructions given in the ("Gambro") Operator's Manual
     for the Equipment and will perform all cleaning and
     maintenance procedures set forth in the Manual.

7.   LOSS OR DAMAGE
     Customer shall bear the entire risk of loss, theft,
     destruction or damage of or to the Equipment (herein "loss")
     from any cause other than the negligence of Company, whether
     or not covered by insurance, and no such loss shall release
     Customer from its obligations under this Agreement,
     including Customer's obligation to pay the monthly lease
     installment payments for the term of this Agreement.  In the
     event of loss, Customer shall repair the Equipment or, if
     not repairable, shall either replace the Equipment with
     another ("Gambro") equipment  unit of equal quality or
     provide Company with such substitute security for
     performance of its obligations hereunder as Company may
     reasonably require.

8.   INSURANCE
     Customer shall provide and maintain, at its own cost and
     expense, insurance for the Equipment against loss, theft,
     damage, or destruction in an amount not less than the
     stipulated value, as stated below, naming Company as an
     additional insured, and provide Company with such evidence
     of this insurance as Company may reasonably require.
     STIPULATED VALUES DURING TERM: (Per Instrument)

          SPECTRA STIPULATED VALUES DURING TERM (Per Instrument):
          First 12 Months             $51,350
          Second 12 Months            $46,729
          Third 12 Months             $42,523
          Thereafter                  $38,696

          TRIMA STIPULATED VALUES DURING TERM (Per Instrument):
          First 12 Months             $57,680
          Second 12 Months            $52,489
          Third 12 Months             $47,765
          Thereafter                  $43,466

9.   NONASSIGNABILITY BY CUSTOMER
     Without Company's prior written consent, Customer shall not
     (a) assign, transfer or otherwise dispose of the Equipment,
     and its rights and obligations under this Agreement, or (b)
     sublet or lend the Equipment or permit it to be used by
     anyone other than Customer, Customer's employees, or
     authorized personnel using the Equipment under Customer's
     supervision.


<PAGE>  3

10.  TAXES
     Customer agrees to pay promptly any and all applicable
     taxes, assessments, or other charges levied or assessed on
     or with respect to acquisition, possession, or use of the
     Equipment, or reimburse Company in the event Company has
     paid such taxes.

11.  GOVERNMENT REGULATIONS
     Customer shall comply with all governmental statutes,
     ordinances and regulations relating to possession or use of
     the Equipment and indemnify Company against all liability
     and expense (including attorney fees) arising from
     Customer's failure to do so.

12.  SURRENDER-RETURN
     Upon termination of this Agreement for any reason other than
     Customer's full payment of the lease price, or if Company
     should rightfully demand possession of the Equipment, the
     Customer shall immediately return the Equipment to Company,
     at Customer's expense, and to the extent permitted by
     applicable law, Company shall have the right to enter the
     Customer's premises to take possession of the Equipment.
     The return packaging and shipping expenses shall be paid by
     Customer, in addition to the cost to refurbish the
     Equipment.  The Equipment when returned to Company shall be
     in as good condition as when delivered to Customer, ordinary
     wear and tear excepted.

13.  TITLE
     Title to the Equipment shall remain at all times in Company.
     Customer shall attach to, and shall not remove from, the
     Equipment all labels provided by Company identifying the
     Equipment as belonging to Company.  Upon Customer's exercise
     of the Purchase Option set forth in Section 2 (b) and full
     payment of the exercise price and all amounts due hereunder,
     or upon completion of payment of the monthly Lease Payments
     set forth in Section 2 (a) and all amounts due hereunder,
     Company shall promptly convey title in the Equipment to
     Customer.

14.  SECURITY INTEREST
     Customer grants to Company a security interest in the
     Equipment to the extent of Customer's interest therein and
     any proceeds therefrom to secure Customer's payment of the
     monthly lease installment payments for the term of this
     Agreement and Customer's performance of its obligations
     under this Agreement.  Customer agrees that it will not
     sell, transfer, or encumber the Equipment or any interest
     therein and will, upon demand, execute and deliver to
     Company such financing statements and other documents and
     will do all such acts and things as Company may reasonably
     request or as may be necessary or appropriate to establish
     and maintain a valid security interest in the Equipment and
     proceeds therefrom, subject to no prior liens or
     encumbrances.  Upon Customer's default in payment of any
     installment payment or performance of any of its other
     obligations arising under this Agreement (such default not
     having previously been cured as otherwise provided herein),
     Company at its option may declare all monthly lease
     installment payments to be immediately due and payable and
     shall then have the remedies of a secured party under the
     Uniform Commercial Code or other applicable law.  Expenses
     of retaking, holding, preparing for sale, selling, including
     Company's reasonable attorney's fees and expenses shall be
     paid by Customer.  The security interest created hereby
     shall survive any termination of this Agreement by Company
     pursuant to Paragraph 15 below.  Customer hereby authorizes
     Company or its agents or assigns to execute and file on its
     behalf any and all necessary Uniform Commercial Code filings
     to perfect the security interest granted herein.

15.  DEFAULT
     Company may terminate this Agreement upon written notice to
     Customer if Customer remains in breach of the terms of this
     Agreement fifteen (15) days following written notice of such
     breach.  In addition, Company may immediately terminate this
     Agreement upon written notice to the Customer of nonpayment
     of a monthly lease installment payment or other amounts due
     under this Agreement, or upon Customer's dissolution,
     insolvency, receivership, assignment for the benefit of
     creditors, or bankruptcy.


<PAGE>  4

     Upon termination of this Agreement, all of Customer's rights
     under this Agreement shall absolutely terminate, but
     Customer shall remain liable for the remaining monthly lease
     payments and any other amounts which may have accrued during
     the term of this Agreement.

16.  ATTORNEY FEES
     Customer agrees to pay all reasonable attorney fees and
     expenses Company may incur in enforcing its security
     interest in the Equipment or in recovering amounts owed to
     Company under this Agreement.

17.  NOTICES AND DEMANDS
     All notices required or permitted under this Agreement shall
     be delivered in person, by telecopy or by certified mail,
     return receipt requested, postage prepaid, to the party
     receiving notice at the party's address stated in this
     Agreement, or to such other address as the party to receive
     notice may specify to the other party by written notice
     pursuant to the paragraph.  Notices shall be effective on
     personal delivery on receipt of the telecopy or on the third
     business day following the date of mailing.

18.  ENTIRE AGREEMENT
     This Agreement constitutes the final, complete and exclusive
     expression and statement of the terms of the agreement
     between the parties.  In case of any conflict between the
     terms and conditions of this Agreement and any order,
     confirmation, acknowledgment or correspondence pertaining to
     the subject matter hereof, the terms and conditions of this
     Agreement shall govern and no change, modification, addition
     in the terms and conditions of this Agreement shall be
     binding on Company or Customer unless such change has been
     expressly agreed to in writing by the parties hereto.

19.  MISCELLANEOUS
     This Agreement shall be governed by Colorado law.  No
     representations, warranties or agreements, oral or written,
     express or implied, have been made by either party with
     respect to this Agreement.  Compliance with the terms of
     this Agreement may only be waived in a writing signed by the
     party waiving compliance with such terms.  Should any
     provision of this Agreement be found by a court to be
     unenforceable or invalid, this Agreement shall be construed
     as if the unenforceable or invalid provision were omitted.
     This Agreement is binding upon the legal representatives and
     successors in interest of the parties hereto.

20.  ACCEPTANCE OF AGREEMENT
     This Agreement must be signed and returned with your
     confirming purchase order (which does not contain any other
     terms and conditions) by January 16, 2004; after which date,
     this Agreement becomes null and void.

Gambro BCT, Inc.                HemaCare Corporation
--------------------------      ---------------------------------
                                Customer:  Full Corporate Name

/s/ Barbara Zahlen              /s/ Judi Irving
--------------------------      ---------------------------------
Signature                       Signature

Barbara Zahlen                  Judi Irving
--------------------------      ---------------------------------
Name (Typed or Printed)         Name (Typed or Printed)

Contract Administrator          CEO
--------------------------      ---------------------------------
Title                           Title


December 3, 2003                December 30, 2003
--------------------------      ----------------------------------
Date                            Date


                                ----------------------------------
                                FEI #
bz


<PAGE>  5

                            EXHIBIT A

                    LEASE AGREEMENT PURCHASE

                    DESCRIPTION OF EQUIPMENT


QPP and Usage Equipment listed below is currently at customer
sites under the previous Quantity Purchase Program Agreement
(QPP) and is now transferred to this new Lease Installment Sale
Agreement.


QPP Equipment currently under the Agreement at HemaCare sites:

Equipment                                   Serial/Lot Numbers
------------------------------------  --------------------------------
COBE SPECTRA(TM) Apheresis System     3086
----------------------------------------------------------------------
Trima Collection System               1T00177, 1T00178, 1T00179,
                                      1T00180
----------------------------------------------------------------------


QPP Equipment currently under the Agreement at Coral Blood
Services Sites:

Equipment                                   Serial/Lot Numbers
------------------------------------  ---------------------------------
COBE SPECTRA(TM) Apheresis System     4037, 2862, 2963
-----------------------------------------------------------------------
Single-Needle Return Flow Controller  1396
-----------------------------------------------------------------------
Spectra Seal Safe                     2268
-----------------------------------------------------------------------
SpectraTHERM(TM) Blood/Fluid Warmer   1232, 1400, 1399
-----------------------------------------------------------------------
Trima(TM) System                      1T00404, 1T00615, 1T00621,
                                      1T00623, 1T00838, 1T00839,
                                      1T00915
-----------------------------------------------------------------------
Trima Seal Safe                       0083, 0211, 0181, 0212, 0333,
                                      0344, 0391
-----------------------------------------------------------------------


Usage Equipment currently under the Agreement at HemaCare sites
(Title remains with Gambro BCT):

Equipment                                   Serial/Lot Numbers
----------------------------------   -----------------------------------
COBE SPECTRA(TM) Apheresis System    2138, 2139, 4544, 4549, 4552
------------------------------------------------------------------------


Usage Equipment currently under the Agreement at Coral Blood Services
Sites (Title remains with Gambro BCT):

Equipment                                   Serial/Lot Numbers
----------------------------------   -----------------------------------
COBE SPECTRA(TM) Apheresis System    963, 630
------------------------------------------------------------------------


Equipment to be added to this Lease Installment Sale Agreement:
(The equipment listed below is currently at Coral Blood Services
sites and was NOT included in the previous QPP Agreement.)

<TABLE>
<CAPTION>

Catalog       Description              Quantity      Serial Number #
-----------  -----------------------   --------  -----------------------------
<S>           <C>                      <C>       <C>
917-000-000  Trima Collection System    8        1T01179, 1T01178, 1T01175,
                                                 1T01181, 1T01304, 1T01302,
                                                 1T01338, 1T01572
------------------------------------------------------------------------------
917-100-000  Trima Seal Safe            8        0521, 0513, 0519, 0512, 0587,
                                                 0541, 0672, 0914
------------------------------------------------------------------------------
</TABLE>

<PAGE> 6

SCHEDULE A: EQUIPMENT AND DISPOSABLES (continued)


Disposable Products - Pricing is firm for 12 months from date of
signature on this Agreement.

<TABLE>
<CAPTION>

Spectra Disposable Products:

Catalog #  Product Code   Description                           Price/Procedure
---------  ------------   ------------------------------------  ---------------
<S>        <C>            <C>                                   <C>
CPT1003    70500          Therapeutic Plasma Exchange (TPE)     $106.00
                          Set, 6/case
-------------------------------------------------------------------------------
CPT1005    777-006-000    White Blood Cell (WBC) Removal        $106.00
                          Set, 6/case
-------------------------------------------------------------------------------
CPT1007    70700          Red Blood Cell (RBC) Exchange Set,    $140.00
                          6/case
-------------------------------------------------------------------------------
CPT1112    777-003-015    Dual Needle (DN) Extended Life        $120.00
                          Platelet (ELP) Set w/LRS Chamber,
                          6/case
-------------------------------------------------------------------------------
CPT1119    777-003-215    Single  Needle (SN) Extended  Life    $120.00
                          Platelet (ELP) Set w/LRS Chamber,
                          6/case
-------------------------------------------------------------------------------
</TABLE>


Trima Disposable Products:

<TABLE>
<CAPTION>

Catalog #  Product Code   Description                           Price/Procedure
---------  ------------   ------------------------------------  ---------------
<S>        <C>            <C>                                   <C>
CPT1081    777-800-100    Trima RBC, Platelet, Plasma Set,      $140.00
                          6/case
-------------------------------------------------------------------------------
CPT1280    777-800-150    Trima RBC, Platelet, Plasma +TLR      $158.00
                          filter, 6/case
-------------------------------------------------------------------------------
CPT1182    777-800-200    Trima RBC Plasma Set, 6/case          $60.00
-------------------------------------------------------------------------------
CPT1282    777-800-250    Trima Plasma, RBC +TLR filters,       $100.00
                          6/case
-------------------------------------------------------------------------------
CPT1340    777-800-400    Trima Accel RBC, Platelet,            $166.00
                          Plasma, 6/case
-------------------------------------------------------------------------------
CPT1345    777-800-450    Trima  Accel RBC, Platelet, Plasma    $184.00
                          w/TLR filter, 6/case
-------------------------------------------------------------------------------
CPT1350    777-800-500    Trima Accel RBC/Plasma, 6/case        $60.00
-------------------------------------------------------------------------------
CPT1355    777-800-550    Trima Accel RBC/Plasma w/TLR          $100.00
                          filter, 6/case
-------------------------------------------------------------------------------
</TABLE>


TERM:                 60 Months

MONTHLY LEASE
INSTALLMENT PRICE:    $17,083.32