EXHIBIT 10.9


                      SEPARATION AGREEMENT

     THIS  SEPARATION AGREEMENT is made and effective as  of  the
twenty-eighth  day  of  September,  2002,  by  and  between  ALAN
DARLINGTON  ("Darlington") and HEMACARE CORPORATION, a California
corporation (the "Company"), with respect to the following facts:

     A.    Darlington  has  been the Executive  Chairman  of  the
Company  since December 1998 and the Chief Executive  Officer  of
the Company since June 2001.

     B.    The  parties each desire to terminate any relationship
between  Darlington  and  the Company as a  consultant,  officer,
independent contractor or employee (hereinafter, "employment") or
as a director, all on the terms and conditions set forth below.

     ACCORDINGLY, in consideration of the foregoing premises, and
the  representations, warranties and covenants contained  herein,
and  for  other good and valuable consideration, the receipt  and
sufficiency of which hereby is acknowledged, Darlington  and  the
Company hereby agree as follows:

     1.   Termination of Employment.

          (a)  The employment of Darlington by the Company hereby
is terminated effective as of the date hereof.

          (b)   Neither Darlington nor the Company shall have any
further  rights  or obligations arising from and after  the  date
hereof  under  that  certain  Services  Agreement  dated  as   of
March  10, 1999, between Darlington and the Company, as the  same
may   have   been  amended  from  time  to  time  (the  "Services
Agreement");   provided,  however,  that  (i)  Darlington   shall
continue to be bound by Section VII of the Services Agreement and
(ii)  nothing  in this Section 1(b) shall affect  any  rights  or
obligations  of  Darlington  or the Company  under  the  Services
Agreement accrued as of the date hereof.

          (c)   The Company shall pay to Darlington the following
amounts  in full payment of all amounts payable to Darlington  by
the  Company  in connection with Darlington's employment  by  the
Company  or  service  as  a director of  the  Company,  less  all
applicable state and federal withholding taxes:

               (i)   $187,000  payable  in  installments  in  the
               amounts  and on the dates set forth on Exhibit  C;
               and

               (ii) $50,000 payable on September 30, 2004 on  the
               terms  set  forth in that certain Escrow Agreement
               attached  hereto  as  Exhibit  A  which  has  been
               executed  and  delivered  by  Darlington  and  the
               Company   concurrently  with  the  execution   and
               delivery by them of this Agreement.

     Any  amount payable by the Company to Darlington under  this
Section  1(c) shall be paid by automatic deposit to  the  account
specified  by Darlington, if automatic deposit is then  available
to employees of the Company for such payment, or by the Company's
check sent on or before the date due by United States mail in the
manner  and to the address set forth in Section 10, if  automatic
payroll deposit is not then available.

          (d)  The Company shall deduct from the payments due  to
Darlington pursuant to Section 1(c), commencing with the  payment
due   on  December  13,  2002  and  continuing  thereafter,  such
customary  deductions (including, but not limited to,  state  and
federal  withholding taxes, FICA and SDI) as  the  Company  shall
determine to be applicable to any payments made pursuant to  this
Agreement or the Services Agreement on or after January 1, 2002.

          (e)  Notwithstanding anything to the contrary contained
in  this  Agreement, the Company shall have the right  to  offset
against    the   payment   due   to   Darlington   pursuant    to
Section  1(c)(ii)  above any and all payments,  damages,  claims,
demands,   fines,   penalties,  assessments,   costs,   expenses,
obligations  and  liabilities (including,  but  not  limited  to,
attorneys  fees  and costs) (a "loss") incurred  by  the  Company
which  arise or result from or are related to any claim,  demand,
action  or investigation of any federal, state, local or  foreign
governmental  agency  with respect to  any  act  or  omission  of
Darlington, or any employee of the Company at the direction of or
with   the  knowledge  of  Darlington,  during  the  period  from
March  10,  1999  to  September  28,  2002.   If  a  judicial  or
administrative proceeding or process has been initiated which may
lead  to  any  such  loss, then the payment date  of  the  amount
specified  in  Section  1(c)(ii) shall  be  extended  until  such
proceeding  or process (and all rights of appeal) are  concluded.
The  right granted to the Company in this Section 1(e) shall  not
be the sole remedy of the Company in the event of any such claim,
demand, action or investigation.

          (f)   The  employee stock purchase rights set forth  in
those  certain Non-Qualified Stock Option Agreements dated as  of
March 10, 1999 and March 23, 2001 hereby are terminated as of the
date hereof.


          (g)   The  Company  hereby  sells  to  Darlington,  and
Darlington  hereby purchases from the Company, for  $20,000  (the
"Purchase Price"), the right to purchase up to 270,000 shares  of
the  Common Stock of the Company on the terms set forth in  those
certain  Warrants  to Purchase Common Shares attached  hereto  as
Exhibits B-1 and B-2 (the "Warrants") which has been executed and
delivered  to  Darlington by the Company  concurrently  with  the
execution  and delivery by them of this Agreement.  The  Purchase
Price  shall  be  offset against the payments due  to  Darlington
pursuant  to  Section 1(c)(i) above, in the amounts  and  on  the
dates set forth in Exhibit C.

          (h)   Darlington hereby acknowledges and  agrees  that,
except as set forth in Sections 1(c) and (g) above, Darlington is
not   entitled  to  any  additional  compensation   or   benefits
(including, but not limited to, wages, salaries, bonuses,  health
benefits,   vacation   pay,  sick  pay,  expense   reimbursement,
severance pay or any other benefit) as a result of, in connection
with or related to his employment by the Company or service as  a
director  of  the  Company,  whether  pursuant  to  the  Services
Agreement or otherwise.

          (i)   Darlington hereby generally waives, releases  and
forever  discharges  the  Company and  its  officers,  directors,
attorneys, agents, employees, affiliates and successors from  any
and all claims, causes of action, damages or costs of any type (a
"claim") Darlington may have, prior to the effective date hereof,
against  the  Company  or  its  officers,  directors,  attorneys,
employees,  agents, successors or affiliates arising  out  of  or
relating to Darlington's employment by the Company or service  as
a  director  of  the Company, or the termination of  Darlington's
employment  by  the  Company or service  as  a  director  of  the
Company.   This waiver and release includes, but is  not  limited
to,  claims, causes of action, damages or costs arising under  or
in  relation  to  the Services Agreement, the Company's  employee
handbook   and  personnel  policies,  or  any  oral  or   written
representations  or  statements  made  by  officers,   directors,
employees or agents of the Company, or under any state or federal
law  regulating wages, hours, compensation or employment, or  any
claim for breach of contract or breach of the implied covenant of
good   faith  and  fair  dealing,  or  any  claim  for   wrongful
termination,  or any discrimination claim on the basis  of  race,
sex, age, religion, marital status, national origin, physical  or
mental disability, medical condition, or any claim arising  under
the  federal  Age Discrimination in Employment Act, the  Employee
Retirement  Income Security Act of 1974, the Equal Pay  Act,  the
Family  Medical Act, the California Labor Code, Title VII of  the
Civil  Rights  Act or the Fair Employment and Housing  Act.   The
waiver  and  release set forth in this Section  1(i)  applies  to
claims of which Darlington does not currently have knowledge, and
Darlington  specifically waives the benefit of the provisions  of
Section  1542 of the Civil Code of the State of California  which
reads  as follows:  "A general release does not extend to  claims
which the creditor does not know or suspect to exist in his favor
at  the time of executing the release, which if known by him must
have materially affected his settlement with the debtor."

          (j)  Darlington hereby agrees to return to an executive
officer  of  the  Company  promptly after  the  date  hereof  all
property  of the Company in the custody or control of Darlington,
including,  but  not  limited to, all  office  equipment,  forms,
manuals,     financial    information,    reports,     memoranda,
correspondence, notes, planning information, documents  or  other
material.

          (k)    Darlington  hereby  represents,   warrants   and
acknowledges  to  the Company that (i) he has  not  suffered  nor
aggravated  any known on-the-job injuries for which  he  has  not
already filed a claim, (ii) the Company has no obligations to him
other  than as set forth in this Agreement, (iii) this  Agreement
is  the result of a compromise of disputed claims and nothing  in
this Agreement shall be construed as an admission of liability of
any  kind by the Company to Darlington, (iv) the Company  has  no
legal or contractual obligation to hire Darlington at any time in
the  future,  (v)  other  than as stated in  this  Agreement,  no
promise  or  inducement has been offered to Darlington  for  this
Agreement  and (vi) the terms of this Agreement are  confidential
and  Darlington and his agents shall not disclose  the  terms  of
this Agreement except pursuant to court order.

          (l)   Concurrently with the execution and  delivery  of
this  Agreement,  Darlington will resign as  a  director  of  the
Company and a member of each committee of the Board of Directors.

          (m)   Nothing  in this Agreement is intended  to  limit
Darlington's  rights  to  indemnification,  if  any,  under   any
provision  of the Company's Articles of Incorporation or  Bylaws,
any policy of insurance maintained by the Company for the benefit
of  its  officers and directors or Section 2802 of the California
Labor Code, as the same may be amended from time to time.

     2.   Trade Secrets.

          (a)   Darlington shall not, without the  prior  written
consent  of  the  Company's  Chief  Executive  Officer  in   each
instance, disclose or use in any way any confidential business or
technical information or trade secret of the Company acquired  in
the  course  of  his employment by the Company or  service  as  a
director of the Company, whether or not patentable, copyrightable
or otherwise protected by law, and whether or not conceived of or
prepared  by him (collectively, the "Trade Secrets"),  including,
without   limitation,  any  confidential  information  concerning
customer  lists, products, procedures, operations,   investments,
financing,  costs, employees, purchasing, accounting,  marketing,
merchandising, sales, salaries, pricing, profits  and  plans  for
future  development,  the  identity,  requirements,  preferences,
practices and methods of doing business of specific parties  with
whom  the  Company transacts business, and all other  information
which  is  related  to any product, service or  business  of  the
Company, other than information which is generally known  in  the
industry  in  which  the Company transacts  business  through  no
action  of Darlington or is acquired from public sources  or  was
known  to  Darlington before January 1, 1997; all of which  Trade
Secrets are the exclusive and valuable property of the Company.

          (b)   For one (1) year after the date of this Agreement
(such  period  not to include any period of violation  hereof  by
Darlington or period which is required for litigation to  enforce
this  paragraph  and  during  which Darlington  is  in  violation
hereof), Darlington shall not, directly or indirectly, either for
his  own  benefit or purposes or the benefit or purposes  of  any
other  person,  employ  or  offer to employ,  call  on,  solicit,
interfere  with or attempt to divert or entice away any  employee
or  independent  contractor of the company (or any  person  whose
employment  or status as an independent contractor has terminated
within  the  twelve  (12)  months  preceding  the  date  of  such
solicitation)  in  any capacity if that person possesses  or  has
knowledge of any Trade Secrets of the Company.

          (c)  Darlington hereby acknowledges and agrees that  it
would  be  difficult to fully compensate the Company for  damages
resulting from the breach or threatened breach of this Section  2
and, accordingly, that the Company shall be entitled to temporary
and  injunctive  relief, including temporary restraining  orders,
preliminary  injunctions  and permanent injunctions,  to  enforce
such  provisions without the necessity of proving actual  damages
and   without  the  necessity  of  posting  any  bond  or   other
undertaking in connection therewith.  This provision with respect
to  injunctive relief shall not, however, diminish the  Company's
right to claim and recover damages.

     3.   Severable Provisions.  The provisions of this Agreement
are  severable,  and  if  any  one  or  more  provisions  may  be
determined to be illegal or otherwise unenforceable, in whole  or
in   part,   the   remaining  provisions,   and   any   partially
unenforceable   provisions  to  the  extent  enforceable,   shall
nevertheless be binding and enforceable.

     4.    Successors and Assigns.  All of the terms,  provisions
and  obligations of this Agreement shall inure to the benefit  of
and shall be binding upon the parties hereto and their respective
heirs,  representatives, successors and assigns.  Notwithstanding
the  foregoing,  neither this Agreement nor any rights  hereunder
shall be assigned, pledged, hypothecated or otherwise transferred
by Darlington without the prior written consent of the Company in
each instance.

     5.     Governing   Law.   The  validity,  construction   and
interpretation  of  this  Agreement  shall  be  governed  in  all
respects  by  the laws of the State of California  applicable  to
contracts made and to be performed wholly within that State.

     6.    Attorneys' Fees.  In the event any party  takes  legal
action  to  enforce  any  of the terms  of  this  Agreement,  the
unsuccessful  party  to  such action  shall  pay  the  successful
party's expenses, including reasonable attorneys' fees and costs,
incurred in such action.

     7.     Counterparts.   This  Agreement   may   be   executed
simultaneously  in two or more counterparts, each  one  of  which
shall  be  deemed an original, but all of which shall  constitute
one and the same instrument.

     8.   Survival of Representations, Warranties and Agreements.
All  representations,  warranties  and  agreements  made  by  the
parties  hereto in this Agreement shall survive the  date  hereof
and  any investigations, inspections, examinations or audits made
by or on behalf of any party.

     9.    Entire  Agreement.   This  Agreement  constitutes  the
entire  agreement  between the parties hereto pertaining  to  the
subject  matter  hereof,  and supersedes  all  prior  agreements,
understandings,  negotiations and discussions,  whether  oral  or
written,  relating to the subject matter of this  Agreement.   No
supplement, modification, waiver or termination of this Agreement
shall  be valid unless executed by the party to be bound thereby.
No  waiver  of any of the provisions of this Agreement  shall  be
deemed  or  shall  constitute a waiver of  any  other  provisions
hereof (whether or not similar), nor shall such waiver constitute
a continuing waiver unless otherwise expressly provided.

     10.  Notices.  Any notice or other communication required or
permitted  hereunder shall be in writing and shall be  deemed  to
have  been  given (i) if personally delivered, when so delivered,
(ii)  if  mailed, one (1) week after having been  placed  in  the
United  States  mail, registered or certified,  postage  prepaid,
addressed to the party to whom it is directed at the address  set
forth  below or (iii) if given by telex or telecopier, when  such
notice  or  other communication is transmitted to  the  telex  or
telecopier  number specified below and the appropriate answerback
or  telephonic confirmation is received.  Either party may change
the  address to which such notices are to be addressed by  giving
the other party notice in the manner herein set forth.

     11.   Headings.  Section and subsection headings are not  to
be  considered part of this Agreement and are included solely for
convenience and reference and in no way define, limit or describe
the  scope  of  this  Agreement or the intent of  any  provisions
hereof.

     12.  Third Parties.  Nothing in this Agreement, expressed or
implied,  is  intended to confer upon any person other  than  the
parties  hereto and their successors and assigns  any  rights  or
remedies under or by reason of this Agreement.

     13.  Further Assurances.  Each party hereto shall, from time
to  time  at and after the date hereof, execute and deliver  such
instruments,  documents  and assurances  and  take  such  further
actions  as the other party may reasonably request to  carry  out
the purpose and intent of this Agreement.

     14.   Arbitration.   Any and all disputes, controversies  or
claims  arising  out  of or related to this Agreement,  including
without limitation, fraud in the inducement of this Agreement  or
the  general validity or enforceability of this Agreement,  shall
be  filed  in Los Angeles, California and submitted to final  and
binding  arbitration under the auspices and rules of the Judicial
Arbitration and Mediation Services, Inc. ("JAMS"), or if it is no
longer in existence, under the auspices and rules of the American
Arbitration  Association ("AAA").  All hearings  and  conferences
shall  be conducted within the County of Los Angeles, unless  the
parties  stipulate otherwise.  There shall be one arbitrator  who
shall  be a retired superior court or federal judge.  The parties
agree  that  they have waived any right to trial  by  jury.   The
decision  of  the arbitrator shall be final and binding  and  the
judgment   rendered   may  be  entered  in   any   court   having
jurisdiction.   The  prevailing party  in  any  such  arbitration
proceeding   shall  be  entitled  to  its  costs  and  reasonable
attorneys'   fees,  costs  and  expenses.   The   provisions   of
California Code of Civil Procedure Sections 1281, et seq.  govern
this arbitration provision.  In the event that both JAMS and  the
AAA  decline to accept and administer arbitration of the dispute,
then either party may petition the Superior Court of the State of
California  for  the County of Los Angeles, to appoint  a  single
arbitrator  in the following manner:  (i) the judge to  whom  the
matter  is  assigned  shall designate  three  attorneys  who  are
suitable to serve as arbitrators of the dispute; (ii) each  party
shall  have  the right to strike one attorney from  the  list  of
proposed  arbitrators; (iii) the remaining  arbitrator  shall  be
appointed  by  the court as the single arbitrator  and  (iv)  the
matter  shall be administered by, or under the direction of,  the
single  arbitrator  following the "Streamlined Arbitration  Rules
and  Procedures" of JAMS, as such rules and procedures may be  in
effect at the time of commencement of the arbitration proceeding.

     15.   Termination of Prior Agreements.  Any provision of any
agreement between the parties hereto (including, but not  limited
to, the Services Agreement), which is inconsistent with the terms
of  this  Agreement, shall be null and void and of no  force  and
effect to the extent inconsistent herewith.

     16.    Legal  Counsel.   DARLINGTON  ACKNOWLEDGES  THAT  THE
COMPANY HAS RECOMMENDED THAT HE CONSULT WITH LEGAL COUNSEL BEFORE
SIGNING  THIS AGREEMENT.  DARLINGTON HEREBY ACKNOWLEDGES THAT  IN
CONNECTION WITH THIS AGREEMENT HE HAS SOUGHT THE ADVICE  OF  SUCH
INDEPENDENT  LEGAL  COUNSEL AS HE SHALL  HAVE  DETERMINED  TO  BE
NECESSARY OR ADVISABLE IN HIS SOLE AND ABSOLUTE DISCRETION.

     17.   Revocation.  Darlington shall have a period of 21 days
in  which  to  consider  whether to enter  into  this  Agreement.
Darlington  does not have to use the entire 21 day period  before
signing  this  Agreement.  If Darlington  does  enter  into  this
Agreement,  he may revoke the Agreement within seven  days  after
the  execution of the Agreement.  This Agreement is not effective
or enforceable until after this seven day period has passed.

     18.   Construction.   This Agreement was reviewed  by  legal
counsel  for  each  party hereto and is the product  of  informed
negotiations  between the parties hereto.  If any  part  of  this
Agreement  is  deemed  to be unclear or ambiguous,  it  shall  be
construed  as  if it were drafted jointly by the  parties.   Each
party  hereto  acknowledges  that no  party  was  in  a  superior
bargaining  position  regarding the  substantive  terms  of  this
Agreement.

     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Agreement to be executed as of the date and year first set  forth
above.



                              HEMACARE CORPORATION


                              By: /s/ Judi Irving
                                 -------------------------
                                  21101 Oxnard Street
                                  Woodland Hills California 91367
                                  Telecopy:  (818) 251-5300
                                  Attention:  President




                              /s/ Alan Darlington
                              ___________________________________
                              ALAN DARLINGTON
                              691 Valley Vista
                              Camarillo, California 93010
                              Telecopy:  (805) 738-0464

<PAGE>


                            EXHIBIT A


                        ESCROW AGREEMENT

          THIS  ESCROW AGREEMENT is made and effective as of  the
twenty-eighth  day  of  September, 2002, by  and  among  HEMACARE
CORPORATION,  a  California  corporation  (the  "Company"),  ALAN
DARLINGTON    ("Darlington")    and    ___________________,     a
__________________ corporation (the "Escrow Agent"), with respect
to the following facts:

          This  Escrow Agreement is made and entered  into  among
the  Company, Darlington and the Escrow Agent pursuant to Section
1(c)(ii) of that certain Separation Agreement between the Company
and   Darlington   of   even  date  herewith   (the   "Separation
Agreement").

          ACCORDINGLY,  subject to the terms  and  conditions  of
this  Agreement, and on the basis of the premises, covenants  and
undertakings  contained  herein,  the  parties  hereto  agree  as
follows:

     1.   ESCROW FUND

          1.1  Delivery of Escrow Fund.

               (a)   The  Company hereby delivers to  the  Escrow
     Agent,  and authorizes and directs the Escrow Agent to  hold
     pursuant  to  the  terms and conditions of  this  Agreement,
     $50,000 (the "Escrow Fund").

               (b)   The Escrow Fund shall be held by the  Escrow
     Agent  as  partial  security  for  the  performance  of  the
     obligations  of  Darlington  under  Section  1(e)   of   the
     Separation Agreement.

          1.2   Investment  of Cash.  The Escrow  Fund  shall  be
invested  and  reinvested by the Escrow Agent in accordance  with
the  written instructions of Darlington, subject to the following
limitations:

               (a)   Such  funds shall be invested and reinvested
     solely

                    (1)  at the risk of Darlington;

                    (2)   in the name of the Escrow Agent or  its
          nominee  and  in  such  amounts  as  Darlington   shall
          designate; and

                    (3)  in any of the following:

                    (i)   (A)  any direct general obligations  of
          the  United  States  of America (including  obligations
          issued  or held in book entry form on the books of  the
          Department  of  the Treasury of the  United  States  of
          America),  the  payment  and  principal  on  which  are
          unconditionally  and  fully guaranteed  by  the  United
          States  of America, and (B) obligations of any  agency,
          department or instrumentality of the United  States  of
          America the timely payment of principal of and interest
          on  which are fully guaranteed by the United States  of
          America (collectively, "Federal Securities");

                    (ii)  notes or debentures of the Federal Home
          Loan Bank Board, obligations of the Government National
          Mortgage  Association, or the Federal National Mortgage
          Association;

                    (iii)     deposit accounts, time certificates
          of deposit or negotiable certificates of deposit issued
          by a state or national chartered bank or trust company,
          or  a  state  or national savings and loan association,
          provided  that, (A) in the case of a savings  and  loan
          association, the unsecured obligations of such  savings
          and  loan  association shall be rated "A" or better  by
          either   Standard  &  Poor's  Corporation  or   Moody's
          Investors Service, Inc. (each, a "Rating Agency"),  and
          (B) in the case of a bank, such deposits shall be fully
          insured  by  the Federal Deposit Insurance Corporation,
          or  the  unsecured  obligations of such  bank  (or  the
          unsecured  obligations  of  the  parent  bank   holding
          company  of which such bank is the lead bank) shall  be
          rated "A" or better by either Rating Agency;

                    (iv) banker's acceptances which are issued by
          a bank or trust company organized under the laws of any
          state  of  the  United States or any  national  banking
          association;  provided, that such banker's  acceptances
          may not exceed 270 days' maturity;

                    (v)   commercial paper of "prime" quality  of
          the  highest  ranking  or  of the  highest  letter  and
          numerical rating as provided by either Rating Agency;

                    (vi)  notes,  warrants or other  evidence  of
          indebtedness of any of the states of the United  States
          or  of  any  political  subdivision  or  public  agency
          thereof  which  are rated in the highest short-term  or
          one  of  the two highest long-term categories by either
          Rating Agency;

                    (vii)      money market funds or mutual funds
          the  policy  of  which is to invest solely  in  Federal
          Securities or in obligations which are fully guaranteed
          or  collateralized  by  Federal  Securities,  or  money
          market  funds  or mutual funds which are rated  in  the
          highest rating category by either Rating Agency;

                    (viii)     any investment agreement with  (A)
          any  bank or trust company organized under the laws  of
          any  state of the United States or any national banking
          association  or  government bond dealer  reporting  to,
          trading with and recognized as a primary dealer by, the
          Federal  Reserve  Bank  of New York,  whose  long  term
          unsecured debt is rated "A" or better by either  Rating
          Agency,  or  (B) any corporation that is organized  and
          operating  within  the United States of  America  whose
          long  term  unsecured debt is rated "A"  or  better  by
          either  Rating  Agency, and that has  total  assets  in
          excess of $250,000,000; or

                    (ix)   such  other  instruments  as  may   be
          specifically approved in writing by both Darlington and
          the Company.

               (b)   If  Darlington does not provide  the  Escrow
     Agent with written instructions directing the investment  or
     reinvestment  of  any of the Escrow Fund, the  Escrow  Agent
     shall  automatically  and forthwith  invest  such  funds  in
     accordance with Section 1.3(a)(3)(i) until the Escrow  Agent
     has received appropriate written instructions from Sands.

               (c)  The Escrow Agent shall be entitled to sell or
     redeem  any  such  investment  as  necessary  to  make   any
     distributions  required under this Agreement (provided  that
     such distributions satisfy all the conditions required to be
     satisfied  prior  to  the making of such distributions)  and
     shall  not  be liable or responsible for any loss  resulting
     from  any  such sale or redemption; provided  that,  in  the
     event  the Escrow Agent intends to sell or redeem  any  such
     investment, the Escrow Agent shall notify Darlington and the
     Company at least three (3) business days prior to taking any
     action to cause such sale or redemption).

               (d)  Income, if any, resulting from the investment
     of  Escrow  Fund shall be retained by the Escrow  Agent  and
     shall be considered, for all purposes of this Agreement,  to
     be part of the Escrow Fund.

          1.3   Notice of Claims.  The Company shall give written
notice (a "Demand Notice") to Darlington and the Escrow Agent  of
any claim against Darlington under Section 1(e) of the Separation
Agreement.  The Demand Notice shall include a summary description
of  the factual bases for the claim and an estimate of the amount
of  the  claim.  Darlington shall have the right to  contest  any
claim  described in a Demand Notice by giving written  notice  (a
"Dispute  Notice")  to the Company and the  Escrow  Agent  within
thirty  (30)  calendar days of the Demand Notice.  In  the  event
Darlington does not give a Dispute Notice within such thirty (30)
day  period, the description of the claim contained in the Demand
Notice  (including,  but not limited to, the  factual  and  legal
bases therefor and the estimate of the amount of the claim) shall
be  deemed  conclusively  to  be  true  and  complete;  provided,
however, that the Company shall be entitled thereafter to  submit
additional  Demand  Notices pursuant to  this  Section  1.3  with
respect  to  the  same claims as were described in  such  initial
Demand Notice and Darlington shall have the right to contest  any
such additional demand Notice, all as set forth above.

          1.4  Distribution of Escrow Fund.

               (a)    The   Escrow  Agent  shall  distribute   to
     Darlington  the  Escrow  Fund  on  October  31,  2004   (the
     "Distribution  Date").  Notwithstanding the  foregoing,  any
     portion  of  the Escrow Fund to be distributed to Darlington
     on  the  Distribution  Date shall be  reduced  by  (i)  that
     portion  of  the  Escrow  Fund  which  previously  had  been
     distributed  pursuant hereto to the Company, and  (ii)  that
     portion of the Escrow Fund equal to the aggregate claims set
     forth  in  any unresolved Demand Notice.  Upon the later  to
     occur  of  the Distribution Date and the resolution  of  all
     claims  set forth in all Demand Notices delivered  hereunder
     on or prior to the Distribution Date, the Escrow Agent shall
     distribute  to Darlington the Escrow Fund as  the  same  has
     been  reduced by any amounts previously distributed pursuant
     hereto to the Company.

               (b)   In the event Darlington shall fail to timely
     deliver a Dispute Notice with respect to any claim set forth
     in  a  Demand  Notice,  or such claim  is  resolved  by  the
     agreement of the parties or by arbitration as set  forth  in
     Section 2.12, the Escrow Agent, promptly after the last  day
     on which such Dispute Notice could have been timely given or
     after  receipt  by the Escrow Agent of a written  notice  of
     such  agreement signed by the Company and Darlington  or  of
     such arbitration decision, shall deliver to the Company,  on
     the  one  hand,  or to Darlington, on the other  hand,  that
     portion  of the Escrow Fund equal to the value of the  claim
     as  set forth in the Demand Notice, if a Dispute Notice with
     respect  thereto was not timely delivered, or as  determined
     by  the agreement of the parties or the arbitration, as  the
     case may be.

               (c)   In  the event a claim set forth in a  Demand
     Notice  is  finally determined by a decision from  which  no
     appeal  may  be taken, the Escrow Agent shall distribute  to
     the Company, on the one hand, or to Darlington, on the other
     hand, that portion of the Escrow Fund equal to the value  of
     the claim as so finally determined.

          1.5  Duties of the Escrow Agent.

               (a)    Notwithstanding  anything  herein  to   the
     contrary, the Escrow Agent shall retain and promptly dispose
     of  all  or  any part of the Escrow Fund in accordance  with
     this  Agreement.   The reasonable fees and expenses  of  the
     Escrow   Agent   in  connection  with  its   execution   and
     performance  of this Agreement as set forth  on  Schedule  1
     hereto  shall be borne by Darlington and shall  be  due  and
     payable upon the signing of this Agreement and on the  first
     day  of  each  subsequent year during which  this  Agreement
     remains in effect.  The Escrow Agent shall not be liable for
     any  act  or omission to act under this Agreement, including
     any and all claims made against the Escrow Agent as a result
     of  its  holding the Escrow Fund, except for its  own  gross
     negligence   or   willful  misconduct.   The   Company   and
     Darlington, jointly and severally, shall indemnify and  hold
     harmless  the  Escrow  Agent from and against  any  and  all
     claims, losses, costs, liabilities, damages, suits, demands,
     judgments  or  expenses  (including,  but  not  limited  to,
     reasonable attorneys' fees and costs)(the "Damages") claimed
     against  or incurred by the Escrow Agent arising out  of  or
     related,  directly or indirectly, to this Agreement,  except
     acts  of gross negligence or willful misconduct.  The Escrow
     Agent may decline to act and shall not be liable for failure
     to  act  if  in doubt as to its duties under this Agreement.
     The  Escrow  Agent may act upon any instrument or  signature
     believed by it to be genuine and may assume that any  person
     purporting  to  give  any  notice or instruction  hereunder,
     reasonably  believed by it to be authorized, has  been  duly
     authorized  to  do so.  The Escrow Agent's duties  shall  be
     determined  only  with  reference  to  this  Agreement   and
     applicable  laws, and the Escrow Agent is not  charged  with
     knowledge of or any duties or responsibilities in connection
     with  any  other  document  or  agreement,  other  than  the
     Separation  Agreement.  In the event that the  Escrow  Agent
     shall be uncertain as to its duties or rights hereunder, the
     Escrow  Agent shall be entitled to refrain from  taking  any
     action  other than to keep safely the Escrow Fund  until  it
     shall (i) receive written instructions signed by the Company
     and  Darlington or (ii) is directed otherwise by a court  of
     competent jurisdiction.

               (b)  The Escrow Agent may act in reliance upon any
     instructions signed with a signature believed by  it  to  be
     genuine,  and  may  assume  that any  person  who  has  been
     designated by the Company or Darlington to give any  written
     instructions,  notice or receipt, or make any statements  in
     connection  with  the  provisions  hereof,  has  been   duly
     authorized to do so.  The Escrow Agent shall have no duty to
     make inquiry as to the genuineness, accuracy or validity  of
     any   statements  or  instructions  or  any  signatures   on
     statements or instructions.

               (c)   The Escrow Agent shall have the right at any
     time  to  resign hereunder by giving written notice  of  its
     resignation to the Company and Darlington, at the  addresses
     set  forth  herein or at such other address as such  parties
     shall  provide, at least thirty (30) days prior to the  date
     specified  for  such resignation to take  effect.   In  such
     event,  the Company and Darlington shall appoint a successor
     escrow  agent within said thirty (30) days.  If a  successor
     escrow  agent  is  not designated within  such  period,  the
     Escrow Agent may appoint a successor escrow agent; provided,
     however,   that  such  successor  escrow  agent   shall   be
     acceptable to the Company and Darlington and shall agree  to
     abide  by the terms and conditions of this Agreement.   Upon
     the  effective  date of such resignation,  the  Escrow  Fund
     shall be delivered by it to such successor escrow agent.  In
     the  event  the  Escrow Agent does not appoint  a  successor
     escrow agent within thirty (30) days, the Escrow Fund  shall
     be  delivered  to  and deposited with a court  of  competent
     jurisdiction  to  act as successor escrow agent.   Upon  the
     delivery of the Escrow Fund pursuant to this Section  1.5(c)
     to  a  successor  escrow agent, the Escrow  Agent  shall  be
     relieved of all further liability hereunder.

               (d)  In the event that the Escrow Agent should  at
     any  time  be  confronted with inconsistent  or  conflicting
     claims  or  demands by the parties hereto, the Escrow  Agent
     shall have the right to interplead said parties in any court
     of   competent  jurisdiction and  request  that  such  court
     determine the respective rights of such parties with respect
     to this Agreement and, upon doing so, the Escrow Agent shall
     be  released  from  any obligations or liability  to  either
     party as a consequence of any such claims or demands.

               (e)   The  Escrow  Agent may execute  any  of  its
     powers or responsibilities hereunder and exercise any rights
     hereunder,  either directly or by or through its  agents  or
     attorneys.   The  Escrow Agent shall not be responsible  for
     and  shall not be under a duty to examine, inquire  into  or
     pass  upon  the  validity,  binding  effect,  execution   or
     sufficiency  of  this  Agreement  or  of  any  amendment  or
     supplement hereto.

     2.   MISCELLANEOUS

          2.1    Notices.   Any  notice  or  other  communication
required  or  permitted hereunder shall  be  in  writing  in  the
English  language and shall be deemed to have been given  (i)  if
personally delivered, when so delivered, (ii) if mailed, five (5)
business  days  after  being placed in the  United  States  mail,
registered or certified, postage prepaid, addressed to the  party
to  whom it is directed at the address set forth on the signature
page hereof, or (iii) if given by telecopier, when such notice or
communication is transmitted to the telecopier number  set  forth
on  the signature page hereof and written confirmation of receipt
is received.  Each of the parties shall be entitled to specify  a
different   address  by  giving  the  other  parties  notice   as
aforesaid.

          2.2   Entire Agreement.  This Agreement constitutes the
entire  agreement  among  the parties hereto  pertaining  to  the
subject  matter  hereof  and  supersedes  all  prior  agreements,
understandings,  negotiations and discussions,  whether  oral  or
written,  relating to the subject matter of this  Agreement.   No
supplement, modification, waiver or termination of this Agreement
shall  be valid unless executed by the party to be bound thereby.
No  waiver  of any of the provisions of this Agreement  shall  be
deemed or shall constitute a waiver of any other provision hereof
(whether  or  not  similar), nor shall such waiver  constitute  a
continuing waiver, unless otherwise expressly provided.

          2.3  Headings.  Section and subsection headings are not
to  be  considered part of this Agreement and are included solely
for  convenience  and reference and in no way  define,  limit  or
describe  the  scope  of this Agreement  or  the  intent  of  any
provisions hereof.

          2.4    Successors  and  Assigns.   All  of  the  terms,
provisions and obligations of this Agreement shall inure  to  the
benefit of and shall be binding upon the parties hereto and their
respective heirs, representatives, successors and assigns.

          2.5   Governing  Law.  The validity,  construction  and
interpretation  of  this  Agreement  shall  be  governed  in  all
respects  by  the laws of the State of California  applicable  to
contracts made and to be performed wholly within that State.

          2.6   Counterparts.   This Agreement  may  be  executed
simultaneously  in two or more counterparts, each  one  of  which
shall  be  deemed an original, but all of which shall  constitute
one and the same instrument.

          2.7    Third   Parties.   Nothing  in  this  Agreement,
expressed or implied, is intended to confer upon any person other
than   the   parties   hereto   and   their   respective   heirs,
representatives,  successors and assigns any rights  or  remedies
under or by reason of this Agreement.

          2.8   Attorney's  Fees.  In the event any  party  takes
legal  action to enforce any of the terms of this Agreement,  the
unsuccessful  party  to  such action  shall  pay  the  successful
party's expenses (including, but not limited to, attorneys'  fees
and costs) incurred in such action.

          2.9  Further Assurances.  Each party hereto shall, from
time  to  time at and after the date hereof, execute and  deliver
such  instruments, documents and assurances and take such further
actions as the other parties reasonably may request to carry  out
the purpose and intent of this Agreement.

          2.10  Injunctive  Relief.  Each of the  parties  hereto
acknowledges  and  agrees that it would  be  difficult  to  fully
compensate  the  other  parties for damages  resulting  from  the
breach  or  threatened breach of any provision of this  Agreement
and,  accordingly, that each party shall be entitled to temporary
and  injunctive  relief, including temporary restraining  orders,
preliminary  injunctions  and permanent injunctions,  to  enforce
such  provisions without the necessity of proving actual  damages
or  being  required to post any bond or undertaking in connection
with  any such action.  This provision with respect to injunctive
relief shall not diminish, however, the right of any party to any
other relief or to claim and recover damages.

          2.11 Consent To Jurisdiction.  Subject to Section 2.12,
each party hereto, to the fullest extent it may effectively do so
under  applicable law, irrevocably (i) submits to  the  exclusive
jurisdiction  of  any  court of the State of  California  or  the
United States of America sitting in the City of Los Angeles  over
any suit, action or proceeding arising out of or relating to this
Agreement,  (ii)  waives and agrees not  to  assert,  by  way  of
motion,  as  a  defense or otherwise, any claim that  it  is  not
subject to the jurisdiction of any such court, any objection that
it may now or hereafter have to the establishment of the venue of
any such suit, action or proceeding brought in any such court and
any claim that any such suit, action or proceeding brought in any
such  court  has  been  brought in an inconvenient  forum,  (iii)
agrees  that  a  judgment in any such suit, action or  proceeding
brought  in  any such court shall be conclusive and binding  upon
such party and may be enforced in the courts of the United States
of America or the State of California (or any other courts to the
jurisdiction of which such party is or may be subject) by a  suit
upon  such judgment and (iv) consents to process being served  in
any such suit, action or proceeding by mailing a copy thereof  by
United  States  mail, registered or certified,  postage  prepaid,
return  receipt requested, addressed to the party to whom  it  is
directed at the address set forth on the signature pages  hereof.
Each  party agrees that such service (i) shall be deemed in every
respect effective service of process upon such party in any  such
suit,  action or proceeding and (ii) shall, to the fullest extent
permitted by law, be taken and held to be valid personal  service
upon and personal delivery to such party.

          2.12  Arbitration.  Any and all disputes, controversies
or  claims arising out of or related to this Agreement, including
without limitation, fraud in the inducement of this Agreement  or
the  general validity or enforceability of this Agreement,  shall
be  filed  in Los Angeles, California and submitted to final  and
binding  arbitration under the auspices and rules of the Judicial
Arbitration and Mediation Services, Inc. ("JAMS"), or if it is no
longer in existence, under the auspices and rules of the American
Arbitration  Association ("AAA").  All hearings  and  conferences
shall  be conducted within the County of Los Angeles, unless  the
parties  stipulate otherwise.  There shall be one arbitrator  who
shall  be a retired superior court or federal judge.  The parties
agree  that  they have waived any right to trial  by  jury.   The
decision  of  the arbitrator shall be final and binding  and  the
judgment   rendered   may  be  entered  in   any   court   having
jurisdiction.   The  prevailing party  in  any  such  arbitration
proceeding   shall  be  entitled  to  its  costs  and  reasonable
attorneys'   fees,  costs  and  expenses.   The   provisions   of
California Code of Civil Procedure Sections 1281, et seq.  govern
this arbitration provision.  In the event that both JAMS and  the
AAA  decline to accept and administer arbitration of the dispute,
then either party may petition the Superior Court of the State of
California  for  the County of Los Angeles, to appoint  a  single
arbitrator  in the following manner:  (i) the judge to  whom  the
matter  is  assigned  shall designate  three  attorneys  who  are
suitable to serve as arbitrators of the dispute; (ii) each  party
shall  have  the right to strike one attorney from  the  list  of
proposed  arbitrators; (iii) the remaining  arbitrator  shall  be
appointed  by  the court as the single arbitrator  and  (iv)  the
matter  shall be administered by, or under the direction of,  the
single  arbitrator  following the "Streamlined Arbitration  Rules
and  Procedures" of JAMS, as such rules and procedures may be  in
effect at the time of commencement of the arbitration proceeding.
This  Section 2.12 shall not limit the right of any party to seek
injunctive relief in the courts of the State of California or the
United States of America.

          2.13  Construction.   This Agreement  was  reviewed  by
legal  counsel  for  each party hereto  and  is  the  product  of
informed negotiations between the parties hereto. If any part  of
this Agreement is deemed to be unclear or ambiguous, it shall  be
construed  as  if it were drafted jointly by the  parties.   Each
party  hereto  acknowledges  that no  party  was  in  a  superior
bargaining  position  regarding the  substantive  terms  of  this
Agreement.

     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Agreement to be executed as of the date and year first set  forth
above.


                 Company:         HEMACARE CORPORATION



                              By  ______________________________
                                   Authorized Representative
                                   21101 Oxnard Street
                                   Woodland Hills, California
                              91367
                                   Telecopier: (818) 251-5300


                 Darlington:     __________________________________
                                   ALAN DARLINGTON
                                   691 Valley Vista
                                   Camarillo, California  93010
                                   Telecopier:    (805) 738-0464


                 Escrow Agent:    By
                                   _______________________________
                                  Authorized Representative
                                   ____________________________
                                   ____________________________
                                   ____________________________
                                   Telecopier:


<PAGE>


                                EXHIBIT B-1



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 250,000 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 $0.60 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
______________________.


                              HEMACARE CORPORATION



                              By:
                                 ------------------------
                                Authorized Representative

<PAGE>
               EXHIBIT B-2



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
________________.

                              HEMACARE CORPORATION



                              By:
                                 -----------------------------
                                Authorized Representative