0001104659-05-063166 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 30th, 2005 • Corgenix Medical Corp/Co • In vitro & in vivo diagnostic substances • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 28, 2005, by and among CORGENIX MEDICAL CORPORATION, a Nevada corporation (the “Company”), and TRUK OPPORTUNITY FUND, LLC (“Truk Opportunity”), TRUK INTERNATIONAL FUND, LP (“Truk International”), and CAMOFI MASTER LDC (“CAMOFI”) (Truk Opportunity, Truk International, and CAMOFI each a “Purchaser” and together the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 30th, 2005 • Corgenix Medical Corp/Co • In vitro & in vivo diagnostic substances • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 28th day of December, 2005 by and among Corgenix Medical Corporation, a corporation organized and existing under the laws of the State of Nevada (“CONX” or the “Company”), and Barron Partners L.P., a Delaware limited partnership (hereinafter referred to as the “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Preferred Stock Purchase Agreement.

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Contract
Corgenix Medical Corp/Co • December 30th, 2005 • In vitro & in vivo diagnostic substances • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CORGENIX MEDICAL CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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Contract
Corgenix Medical Corp/Co • December 30th, 2005 • In vitro & in vivo diagnostic substances • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CORGENIX MEDICAL CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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PREFERRED STOCK PURCHASE AGREEMENT BETWEEN CORGENIX MEDICAL CORPORATION AND BARRON PARTNERS LP DATED DECEMBER 28, 2005
Preferred Stock Purchase Agreement • December 30th, 2005 • Corgenix Medical Corp/Co • In vitro & in vivo diagnostic substances • New York

THIS PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 28th day of December, 2005 between Corgenix Medical Corporation, a corporation organized and existing under the laws of the State of Nevada (the “Company”) and Barron Partners LP, a Delaware limited partnership (“Investor”).

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CORGENIX MEDICAL CORPORATION SECURITIES PURCHASE AGREEMENT DECEMBER 28, 2005
Securities Purchase Agreement • December 30th, 2005 • Corgenix Medical Corp/Co • In vitro & in vivo diagnostic substances • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 28, 2005, by and among Corgenix Medical Corporation, a Nevada corporation (the “Company”), and Truk Opportunity Fund, LLC, a Delaware company (“Truk Opportunity”), Truk International Fund, LP, a Cayman Islands company (“Truk International”), and CAMOFI Master LDC, a Cayman Islands company, formerly named DCOFI Master LDC, (“CAMOFI”) (Truk Opportunity, Truk International and CAMOFI, each a “Purchaser” and together the “Purchasers”).

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ESCROW AGREEMENT
Escrow Agreement • December 30th, 2005 • Corgenix Medical Corp/Co • In vitro & in vivo diagnostic substances • New York

THIS ESCROW AGREEMENT (“Agreement”) is made as of December 28, 2005 by and between Corgenix Medical Corporation, a Nevada corporation (the “Company”); Barron Partners L.P. (“Barron”); and Epstein, Becker & Green, P.C. (the “Escrow Agent”).

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Contract
Corgenix Medical Corp/Co • December 30th, 2005 • In vitro & in vivo diagnostic substances • New York

THIS TERM NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS TERM NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS TERM NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS TERM NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS TERM NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CORGENIX MEDICAL CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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December , 2005
Corgenix Medical Corp/Co • December 30th, 2005 • In vitro & in vivo diagnostic substances

Truk Opportunity Fund, LLC and Truk International Fund, LP c/o RAM Capital Resources, LLC One East 52nd Street, 6th Floor New York, NY 10022

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