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								 EXHIBIT 10.7
[LOGO]                                                           

BANK LEUMI USA
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Member FDIC

<TABLE>
<CAPTION>
			       PROMISSORY NOTE
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 PRINCIPAL      LOAN DATE       MATURITY    LOAN NO     CALL    COLLATERAL   ACCOUNT   OFFICER   INITIALS
<S>            <C>             <C>           <C>       <C>        <C>        <C>         <C>       <C>
$600,000.00    02-05-1999      02-18-2003    8921      04A0       030        xxxxxxxx    KXA
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References in the shaded area are for lender's use only and do not limit the applicability of this 
document to any particular loan or item.
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</TABLE>

BORROWER: HEMACARE CORPORATION            LENDER: BANK LEUMI LE-ISRAEL, B.M.
	  4954 VAN NUYS BLVD., #201               8383 WILSHIRE BLVD. STE. 400
	  SHERMAN OAKS, CA 91403                  BEVERLY HILLS, CA 90211
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<TABLE>
<S>                <C>        <C>            <C>      <C>            <C>            
PRINCIPAL AMOUNT:  $600,000   INITIAL RATE:  8.750%   DATE OF NOTE:  FEBRUARY 5, 1999
</TABLE>

PROMISE TO PAY.  HEMACARE CORPORATION ("BORROWER") PROMISES TO PAY
TO BANK LEUMI USA ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE 
UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF SIX HUNDRED 
THOUSAND & 00/100 DOLLARS ($600,000.00), TOGETHER WITH INTEREST ON 
THE UNPAID PRINCIPAL BALANCE FROM FEBRUARY 5, 1999, UNTIL PAID IN 
FULL.

PAYMENT.  SUBJECT TO ANY PAYMENT CHANGES RESULTING FROM CHANGES IN
THE INDEX, BORROWER WILL PAY THIS LOAN IN 48 PAYMENTS OF $14,938.75 
EACH PAYMENT.  BORROWER'S FIRST PAYMENT IS DUE MARCH 18, 1999, AND 
ALL SUBSEQUENT PAYMENTS ARE DUE ON THE SAME DAY OF EACH MONTH AFTER 
THAT.  BORROWER'S FINAL PAYMENT WILL BE DUE ON FEBRUARY 18, 2003, 
AND WILL BE FOR ALL PRINCIPAL AND ALL ACCRUED INTEREST NOT YET PAID. 
PAYMENTS INCLUDE PRINCIPAL AND INTEREST.  The annual interest rate 
for this Note is computed on a 365/360 basis; that is, by applying 
the ratio of the annual interest rate over a year of 360 days, 
multiplied by the outstanding principal balance, multiplied by the 
actual number of days the principal balance is outstanding.  
Borrower will pay Lender at Lender's address shown above or at such 
other place as Lender may designate in writing.  Unless otherwise 
agreed or required by applicable law, payments will be applied first 
to accrued unpaid interest, then to principal, and any remaining 
amount to any unpaid collections costs and late charges.

VARIABLE INTEREST RATE.  The interest rate on this Note is subject 
to change from time to time based on changes in an index which is 
the reference rate as established by Bank Leumi USA from time to 
time as its base rate.  (the AIndex@).  The Index is not necessarily 
the lowest rate charged by Lender on its loans and is set by Lender 
in its sole discretion.  If the Index becomes unavailable during the 
term of this loan, Lender may designate a substitute index after 
notifying Borrower.  Lender will tell Borrower the current index 
rate upon Borrower's request.  Borrower understands that Lender may 
make loans based on other rates as well.  The interest rate change 
will not occur more often than each day.  THE INDEX CURRENTLY IS 
7.750%.  THE INTEREST RATE TO BE APPLIED TO THE UNPAID PRINCIPAL 
BALANCE OF THIS NOTE WILL BE AT A RATE OF 1.000 PERCENTAGE POINT 
OVER THE INDEX, RESULTING IN AN INITIAL RATE OF 8.750%.  NOTICE: 
Under no circumstances will the interest rate on this Note be more 
than the maximum rate allowed by applicable law.  Whenever increases 
occur in the interest rate, Lender, at its option, may do one or 
more of the following:  (a) increase Borrower's payments to ensure 
Borrower's loan will pay off by its original final maturity date, 
(b) increase Borrower's payments to cover accruing interest, (c) 
increase the number of Borrower's payments, and (d) continue 
Borrower's payments at the same amount and increase Borrower's final 
payment.

PREPAYMENT; MINIMUM INTEREST CHARGE.  In any event, even upon full 
prepayment of this Note, Borrower understands that Lender is 
entitled to a MINIMUM INTEREST CHARGE OF $250.00.  Other than 
Borrower's obligation to pay any minimum interest charge, Borrower 
may pay without penalty all or a portion of the amount owed earlier 
than it is due.  Early payments will not, unless agreed to by the 
Lender in writing, relieve Borrower of Borrower's obligation to 
continue to make payments under the payment schedule.  Rather, they 
will reduce the principal balance due and may result in Borrower 
making fewer payments. 

LATE CHARGE.  If a payment is 10 DAYS OF MORE LATE, Borrower will 
be charged 3.000% OF THE UNPAID PORTION OF THE REGULARLY SCHEDULED 
PAYMENT OF $25.000, WHICHEVER IS GREATER.

DEFAULT.  Borrower will be in default if any of the following 
happens:  (a) Borrower fails to make any payment when due.  (b) 
Borrower breaks any promise Borrower has made to Lender, or Borrower 
fails to comply with or to perform when due any other term, 
obligation, covenant, or condition contained in this Note or any 
agreement related to this Note, or in any other agreement or loan 
Borrower has with Lender.  (c) Any representation or statement made 
or furnished to Lender by Borrower or on Borrower's behalf is false 
or misleading in any material respect either now or at the time made 
or furnished.  (d) Borrower has become insolvent, a receiver is 
appointed for any part of Borrower's property.  Borrower makes an 
assignment for the benefit of creditors, or any proceeding is 
commenced either by Borrower or against Borrower under any 
bankruptcy or insolvency laws.  (e)  Any creditor tries to take any 
of Borrower's property on or in which Lender has a lien or security 
interest.  This includes a garnishment of any of Borrower's accounts 
with Lender.  (f)  Any guarantor dies or any of other events 
described in this default section occurs with respect to any 
guarantor of this Note.  (g) A material adverse change occurs in 
Borrower's financial condition, or Lender believes the prospect of 
payment or performance of the Indebtedness is impaired.

If any default, other than a default in payment, is curable and if 
Borrower has not been given a notice of a breach of the same 
provision of this Note within the preceding twelve (12) months, it 
may be cured (and no event of default will have occurred) if 
Borrower, after receiving written notice from Lender demanding cure 
of such default: (a) cures the default within fifteen (15) days: or 
(b) if the cure requires more than fifteen (15) days, immediately 
initiates steps which Lender deems in Lender's sole discretion to 
be sufficient to cure the default and thereafter continues and 
completes all reasonable and necessary steps sufficient to product 
compliance as soon as reasonably practical.

LENDER'S RIGHTS.  Upon default, Lender may declare the entire unpaid 
principal balance on this Note and all accrued unpaid interest 
immediately due, without notice, and then Borrower will pay that 
amount.  Upon Borrower's failure to pay all amounts declared due 
pursuant to this section, including failure to pay upon final 
maturity, Lender, at its option, may also, if permitted under 
applicable law, increase the variable interest rate on this Note to 
6.000 percentage points over the Index.  Lender may hire or pay 
someone else to help collect this Note if Borrower does not pay. 
 Borrower also will pay Lender that amount.  This includes, subject 
to any limits under applicable law, Lender's attorney's fees and 
Lender's legal expenses whether or not there is a lawsuit, including 
attorney's fees and legal expense for bankruptcy proceedings 
(including efforts to modify or vacate any automatic stay or 
injunction), appeals, and any anticipated post- judgment collection 
services.  Borrower also will pay any court costs, in addition to 
all other sums provided by law.  THE NOTE HAS BEEN DELIVERED TO 
LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA.  IF THERE 
IS A LAWSUIT, BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE 
JURISDICTION OF THE COURTS OF LOS ANGELES COUNTY, THE STATE OF 
CALIFORNIA.  LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY 
TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER 
LENDER OR BORROWER AGAINST THE OTHER.  THIS NOTE SHALL BE GOVERNED 
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF 
CALIFORNIA.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual security 
interest in, and hereby assigns, conveys, delivers, pledges, and 
transfers to Lender all Borrower's right, title and interest in and 
to, Borrower's accounts with Lender (whether checking, savings, or 
some other account), including without limitation all accounts held 
jointly with someone else and all accounts Borrower may open in the 
future, excluding however all IRA and Keogh accounts, and all trust 
accounts for which the grant of a security interest would be 
prohibited by law.  Borrower authorizes Lender, to the extent 
permitted by applicable law, to charge or setoff all sums owing on 
this Note against any and all such accounts.

GENERAL PROVISIONS.  Lender may delay or forgo enforcing any of its 
rights or remedies under this Note without losing them.  Borrower 
and any other person who signs, guarantees or endorses this Note, 
to the extent allowed by law, waive any applicable statute of 
limitations, presentment, demand for payment, protest and notice of 
dishonor.  Upon any change in the terms of this Note, and unless 
otherwise expressly stated in writing, no party who signs this Note, 
whether as maker, guarantor, accommodation maker or endorser, shall 
be released from liability.  All such parties agree that Lender may 
renew or extend (repeatedly and for any length of time) this loan, 
or release any party or guarantor or collateral; or impair, fail to 
realize upon or perfect Lender's security interest in the 
collateral; and take any other action deemed necessary by Lender 
without the consent of or notice to anyone.  All such parties also 
agree that Lender may modify this loan without the consent of or 
notice to anyone other than the party with whom the modification is 
made.

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 02-05-1999                        PROMISSORY NOTE                        Page 2
				     (Continued)
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PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE 
PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE 
PROVISIONS.  BORROWER AGREES TO THE TERMS OF THE NOTE AND 
ACKNOWLEDGES RECEIPT OF A COMPLETE COPY OF THE NOTE.

BORROWER:

HEMACARE CORPORATION


x /s/ Sharon C. Kaiser                  x /s/ William D. Nicely
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  Authorized Officer                        Authorized Officer

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<PAGE>
[LOGO]
BANK LEUMI USA
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Member FDIC

<TABLE>
<CAPTION>
			  DISBURSEMENT REQUEST AND AUTHORIZATION
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 PRINCIPAL      LOAN DATE       MATURITY    LOAN NO     CALL    COLLATERAL   ACCOUNT   OFFICER   INITIALS
<S>            <C>             <C>           <C>       <C>        <C>        <C>         <C>       <C>
$600,000.00    02-05-1999      02-18-2003    8921      04A0       030        xxxxxxxxx   KXA
---------------------------------------------------------------------------------------------------------
References in the shaded area are for lender's use only and do not limit the applicability of this 
document to any particular loan or item.
---------------------------------------------------------------------------------------------------------
</TABLE>

BORROWER: HEMACARE CORPORATION            LENDER: BANK LEUMI LE-ISRAEL, B.M.
	  4954 VAN NUYS BLVD., #201               8383 WILSHIRE BLVD. STE. 400
	  SHERMAN OAKS, CA 91403                  BEVERLY HILLS, CA 90211
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LOAN TYPE.  This is a Variable Rate (1.000% over reference rate as 
established by Bank Leumi USA from time to time as its base rate., 
making an initial rate of 8.750%), Installment Loan to a Corporation 
for $600,000.00 due on February 18, 2003.

PRIMARY PURPOSE OF LOAN.  The primary purpose of this loan is for:

   / /  PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR PERSONAL INVESTMENT

   /x/  BUSINESS (INCLUDING REAL ESTATE INVESTMENT)

SPECIFIC PURPOSE.  The specific purpose on this loan is ACQUISITION 
COSTS.

DISBURSEMENT INSTRUCTIONS.  Borrower understands that no loan 
proceeds will be disbursed until all of Lender's conditions for 
making the loan have been satisfied.  Please disburse the loan 
proceeds of $600,000.00 as follows:

    Amount paid to others on Borrower's behalf:     $600,000.00  
    $600,000.00 DISBURSE AS REQUESTED
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    NOTE PRINCIPAL:                                 $600,000.00

CHARGES PAID IN CASE.  Borrower has paid or will pay in cash as 
agreed the following charges:

      PREPAID FINANCE CHARGES PAID IN CASH:         $  0.00
      OTHER CHARGES PAID IN CASH:                   $150.00
	    $150.00 Documentation Fee                  
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      TOTAL CHARGES PAID IN CASH:                   $150.00

AUTOMATIC PAYMENTS.  Borrower hereby authorized Lender automatically 
to deduct from Borrower's account numbered 02-016606 the amount of 
any loan payment.  If the funds in the account are insufficient to 
cover any payment, Lender shall not be obligated to advance funds 
to cover the payment.  At any time and for any reason, Borrower or 
Lender may voluntarily terminate automatic Payments.

COSTS AND CHARGES.  Debit DDA #xx-xxxxxx for the fees shown above.

FINANCIAL CONDITION.  BY SIGNING THIS AUTHORIZATION, BORROWER 
REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED 
ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL 
ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION AS DISCLOSED IN 
BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER.  THIS 
AUTHORIZATION IS DATED FEBRUARY 5, 1999.


BORROWER:

HEMACARE CORPORATION


x /s/  Sharon C. Kaiser            x /s/ William D. Nicely
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    Authorized Officer                  Authorized Officer

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