CORGENIX MEDICAL CORPORATION
Nominating Committee Charter
Adopted August 2, 2006

1.                  Purpose

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

1.1.1        identify and evaluate director candidates and to recommend to the Board proposed nominees for Board membership;

1.1.2        recommend to the Board proposed directors to serve on each Board committee;

1.1.3        lead the Board in its annual review of the Board’s performance;

1.1.4        develop and recommend to the Board a set of Corporate Governance Guidelines;

1.1.5        consider issues involving possible conflicts of interest of directors;

1.1.6        recommend and review all matters pertaining to fees and retainers paid to directors for Board and committee service and for serving as chair of a Board committee; and

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

2.                  Charter

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

3.                  Composition

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

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

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

3.5              The Chair will be responsible for leadership of the Nominating Committee, including preparing the agenda, presiding over Nominating Committee meetings, making Nominating Committee assignments, and reporting the Nominating Committee’s actions to the Board.  The Chair will also be the presiding director at all meetings of non-management or independent directors.

4.                  Meetings

4.1              The Nominating 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 Nominating Committee may create subcommittees, each of which will report to the Nominating Committee.

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

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

5.                  Authority and Responsibilities

5.1              Identifying and Evaluating Director Candidates.

5.1.1        General.  Except to the extent the Company is legally required by contract or otherwise to provide third parties with the ability to nominate directors (for example, through preferred stock rights to elect directors upon a dividend default, shareholder agreements, and management agreements), the Nominating Committee will seek individuals qualified to become board members for recommendation to the Board, including evaluating persons suggested by stockholders.  Directors may be nominated by the Board of Directors or by stockholders in accordance with the Bylaws of the company.  The Nominating Committee will conduct the appropriate inquiries into the backgrounds and qualifications of possible nominees.  The Nominating Committee will investigate and review each proposed nominee’s qualifications for service on the Board, and where appropriate, recommend to the Board proposed nominees for Board membership.

5.1.2        Individual Evaluation Criteria.  The Nominating Committee works with the Board on an annual basis to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members.  In evaluating the suitability of individual director candidates, the Nominating Committee will take into account many factors, including but not limited to:

5.1.2.1              general understanding of marketing, finance and other disciplines relevant to the success of a publicly-traded company in today’s business environment;

5.1.2.2              understanding of the Company’s business on a technical level;

5.1.2.3              educational and professional background;

5.1.2.4              integrity and commitment to devote the time and attention necessary to fulfill his or her duties to the Company; and

5.1.2.5              diversity of race, ethnicity, gender and age.

5.1.3        Overall Evaluation Criteria.  The Nominating Committee will also evaluate each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment, using its diversity of experience.  The Nominating Committee believes that, except during periods of temporary vacancies, a majority of its directors must be independent.  In determining the independence of a director, the Board will apply the definition of “independent director” as stated in the American Stock Exchange Company Guide and applicable laws and regulations.

5.1.4        Additional Criteria For Current Directors.  In determining whether to recommend a director for re-election, the Nominating Committee will consider the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

5.1.5        No Term Limits.  The Nominating Committee does not believe it should limit the number of terms for which an individual may serve as a director.  Directors who have served on the Board for an extended period of time are able to provide valuable insight into the operations and future of the Company based on their experience with and understanding of the Company’s history, policies and objectives.

5.1.6        No Specific Limitation on Service on Other Boards.  The Nominating Committee does not believe that Board members should be prohibited from serving on boards and/or committees of other organizations, and has not adopted any guidelines limiting such activities.  However, the Nominating Committee will take into account the nature of and time involved in a director’s service on other boards in evaluating the suitability of individual directors and making its recommendations to the Board.  Service on boards and/or committees of other organizations should be consistent with the Company’s conflict of interest policies.

5.1.7        Use of Third Party Service Providers.  The Nominating Committee shall have the sole authority to retain and terminate any search firm to be used to identify or evaluate director candidates and shall have sole authority to approve the search firm’s fees and other retention terms.

5.2              Board Committee Recommendations.  The Nominating Committee will recommend nominees for appointment to each Board committee annually and as vacancies or newly created positions occur.  The Nominating Committee will also recommend the chair for each Board committee.

5.3              Board Assessment.  The Nominating Committee will receive comments from all directors and report annually to the Board with an assessment of the Board’s performance, to be discussed with the full Board following the end of each fiscal year.

5.4              Corporate Governance Guidelines.  The Nominating Committee will periodically review and reassess the adequacy of the corporate governance guidelines of the Company and recommend any proposed changes to the Board for approval.

5.5              Related Party Transactions and Conflicts of Interest.  The Nominating Committee will consider issues involving possible conflicts of interest of directors.  The Nominating Committee will have the authority to consider for approval any related party transactions and, if possible, approve such transactions before they are entered into.

5.6              Director Compensation.  The Nominating Committee will recommend and review all matters pertaining to fees and retainers paid to directors for Board and committee service and for serving as chair of a Board committee.

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

6.                  Miscellaneous

6.1              The Nominating Committee will be given the resources and assistance necessary to discharge its responsibilities, including unrestricted access to Company personnel and documents.  The Nominating 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 Nominating Committee will have the sole authority to retain and terminate any search firm used to identify director candidates, including the sole authority to approve fees and other retention terms.

6.2              At least annually, the Nominating Committee will review and assess the adequacy of the Charter.

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