0001171520-09-000002 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • January 8th, 2009 • Hemacare Corp /Ca/ • Services-misc health & allied services, nec • California

THIS AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (this "Agreement") by and between HemaCare Corporation., a California corporation (the "Company") and Robert Chilton (the "Executive"), is dated as of this 31th day of December, 2008. This Agreement amends and restates the Change of Control Agreement by and between the Company and the Executive, dated as of June 6, 2005, which must be amended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.

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December 31, 2008 Robert Chilton 30020 Torrepines Place Agoura Hills, CA 91301 Dear Bob:
Hemacare Corp /Ca/ • January 8th, 2009 • Services-misc health & allied services, nec

This employment letter agreement is an amendment and restatement of your offer letter, dated October 2, 2003, in which you were offered the position of Chief Financial Officer at HemaCare Corporation, a position reporting directly to the Chief Executive Officer. Your offer letter of October 2, 2003 must be amended to comply with the requirements of Section 409A of the Internal Revenue Code (the “Code”), which governs certain nonqualified deferred compensation arrangements.

December 31, 2008 John Doumitt
Hemacare Corp /Ca/ • January 8th, 2009 • Services-misc health & allied services, nec
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