EXHIBIT 10.8






November 26, 2002

Judi Irving
2678 Anchor Ave
Los Angeles, CA  90064

Dear Judi:

I am pleased that you have accepted the position of Chief
Executive Officer and joined the management team at
HemaCare.  I believe that HemaCare's business plan and
growth strategy will offer you many rewards and challenges
as the Company positions itself to be a major player in the
US blood sector of the healthcare industry.

The following summarizes the particulars of your employment
arrangement:

     1.  Annual Salary:  A base salary of $200,000 per year,
     with annual reviews in the first quarter, beginning in
     2004.

     2.  Bonus:  Bonus participation will be based on
     achieving objectives and determined by the Compensation
     Committee.  The bonus structure is based on the
     calendar year and the first year's minimum bonus will
     be fixed at $45,000.  This amount will be guaranteed to
     you and payable in 2004 for the 2003 calendar year.
     The maximum bonus for the 2003 year will be up to 40%
     of base pay (we are still working on the bonus
     structure for the entire company).  The primary
     objective for 2003 will be achieving profit targets and
     we will establish others that will include improving
     organizational structure and effectiveness.  Subsequent
     years' bonus structure will typically put 100% of your
     bonus at risk.  Our bonus will usually be paid about
     the March time period to allow closing of the books.

     3.  Stock Options:  When you join the company, you will
     be awarded an option for 200,000 shares.  These shares
     will be priced at the average price in the month you
     join, or if on investigation, we discover that creates
     a charge to the company they will be priced at the
     close on the day they are awarded.  They will vest in
     25% increments on March first of 2003, 2004, 2005 and
     2006.  If you leave the company for any reason you will
     have up to one year from the last day of your
     employment to exercise any option that may have vested
     during your employment.  All of your options would vest
     at the time of a sale of the company.  From time to
     time you may be awarded additional options based on
     their availability in our stockholder approved plan and
     your performance.

     4.  Termination and Severance:  If your employment is
     terminated by us for any reason and you release the
     company from any liability in relation to your
     employment, you will receive a separation payment equal
     to your then current yearly base salary, to be paid
     monthly over the next year, except if it is determined
     by the company that you have committed fraud or have
     committed a crime relating to your duties and
     employment.  In addition, the company will pay your
     health insurance COBRA contribution for 18 months.

     5.    We will enter into a change of control agreement so
     that upon constructive termination after a change of
     control event you can elect to leave the company within
     90 days of such constructive termination and receive 200%
     of the separation payment in #4 above.  This amount will be
     paid in a lump sum or in 24 monthly installments at
     your option.

     6.    You will report to the HemaCare Board of Directors and
     directly to me as Chairman and the Board's representative.

     7.   You will be eligible for all the employee benefits and
     programs offered by HemaCare.

     8.   You will receive a car allowance of $1,000 per month.


We are looking forward to your joining the HemaCare team and
the contributions you will make toward our success.  To
accept this offer of employment, please sign below and
return to Linda McDermott, Director of Human Resources, with
in five days of receipt.

Very truly yours,                       Accepted:



/s/ Jay Steffenhagen                   /s/  Judi Irving
__________________________            ___________________________
Chairman of the Board                   Judi Irving

                                            12/6/02
                                     ___________________________
                                              Date