CORGENIX MEDICAL CORPORATION
Compensation Committee Charter
Adopted August 2, 2006

1.                  Purpose

1.1              The purpose of the Compensation Committee (“Compensation Committee”) of the Board of Directors (the “Board”) of Corgenix Medical Corporation (the “Company”) is to:

1.1.1        determine and approve the Chief Executive Officer’s compensation;

1.1.2        review and make recommendations to the Board with respect to compensation of all other key senior executives and elected corporate officers at appropriate time periods;

1.1.3        review, and if appropriate, approve employment agreements, severance arrangements, retirement arrangements, change in control agreements and provisions, and any special or supplemental benefits for each executive officer of the Company;

1.1.4        work with the Chief Executive Officer to plan for Chief Executive Officer succession;

1.1.5        exercise the powers and authorities vested in the administrator or similar delegate of the Board provided by the stock option, restricted stock, incentive, and other compensation plans of the Company;

1.1.6        prepare an annual report on executive compensation for inclusion in the Company’s proxy statement; and

1.1.7        perform such other functions as the Board may from time to time assign to the Compensation Committee.

2.                  Charter

2.1              This charter is the written charter of the Compensation Committee (the “Charter”).

3.                  Composition

3.1              The Compensation Committee will at all times consist of, at a minimum, two (2) directors.

3.2              Each of the members of the Compensation Committee will meet the independence and qualification requirements as provided in the Company’s corporate governance guidelines, the American Stock Exchange Company Guide, and applicable laws and regulations.

3.3              Each of the members of the Compensation Committee will also meet the requirements for non-employee directors in Rule 16b-3(b)(3)(i) of the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended.

3.4              The Nominating Committee will recommend nominees for appointment to the Compensation Committee annually and as vacancies or newly created positions occur.  Compensation Committee members will be appointed by the Board and may be removed by the Board at any time.

3.5              The Nominating Committee will recommend to the Board, and the Board will designate, the chair of the Compensation Committee (the “Chair”).

3.6              The Chair will be responsible for leadership of the Compensation Committee, including preparing the agenda, presiding over Compensation Committee meetings, making Compensation Committee assignments, and reporting the Compensation Committee’s actions to the Board.

4.                  Meetings

4.1              The Compensation Committee will meet as often as it deems necessary or appropriate to perform its duties and responsibilities under the Charter, either in person or telephonically.

4.2              The Compensation Committee may create subcommittees, each of which will report to the Compensation Committee.

4.3              The Compensation Committee will report to the full Board with respect to its meetings, and provide the Board with a copy of the minutes of all Compensation Committee meetings.

4.4              The majority of the members of the Compensation Committee will constitute a quorum, and the Compensation Committee will act at an in person or telephonic meeting only by majority vote.  The Compensation Committee may also act by unanimous written consent.

5.                  Authority and Responsibilities

5.1              CEO Compensation.  Based upon an annual evaluation of the Chief Executive Officer’s performance, the Compensation Committee will determine and approve the Chief Executive Officer’s compensation.  In making its determination, the Compensation Committee will consider the Company’s performance and relative shareholder return, the compensation of chief executive officers at comparable companies, the awards given to the Chief Executive Officer in past years, and such other factors as the Compensation Committee deems relevant.  The Chief Executive Officer should not be present during voting or deliberations about the Chief Executive Officer’s compensation.

5.2              Other Executive Compensation.  The Compensation Committee will review and make recommendations to the Board with respect to compensation of all other key senior executives and elected corporate officers at appropriate time periods.  The Compensation Committee will take account of each individual’s performance, the Company’s overall performance and comparable compensation paid to similarly-situated officers in comparable companies.

5.3              Executive Agreements.  The Compensation Committee will review, and if appropriate, approve employment agreements, severance arrangements, retirement arrangements, change in control agreements and provisions, and any special or supplemental benefits for each executive officer of the Company.

5.4              CEO Succession Plans.  The Compensation Committee will work with the Chief Executive Officer to plan for Chief Executive Officer succession, as well as to develop plans for interim succession for the Chief Executive Officer in the event of an unexpected occurrence.

5.5              Incentive Compensation Plans.  The Compensation Committee will exercise the powers and authorities vested in the administrator or similar delegate of the Board provided by the stock option, restricted stock, incentive, and other compensation plans of the Company.  Subject to applicable restrictions, the Compensation Committee has the power to approve, disapprove, modify, or amend all plans of the Company.

5.6              Annual Report.  The Compensation Committee will prepare an annual report on executive compensation for inclusion in the Company’s proxy statement.

5.7              Additional Assignments.  The Compensation Committee will perform such other functions as the Board may from time to time assign to the Compensation Committee.

6.                  Miscellaneous

6.1              The Compensation Committee will be given the resources and assistance necessary to discharge its responsibilities, including unrestricted access to Company personnel and documents.  The Compensation Committee will also have the authority to engage and obtain advice and assistance from internal or external legal, accounting or other advisors, as it deems necessary or appropriate.  The Compensation Committee will have the sole authority to retain and terminate any compensation consultant or firm used to assist the Compensation Committee on matters within its sphere of responsibility, including the sole authority to approve fees and other retention terms.

6.2              At least annually, the Compensation Committee will review and assess the adequacy of the Charter and recommend any proposed changes.

6.3              At least annually, the Compensation Committee will evaluate its own performance and report to the Board on such evaluation.