8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2010

HEMACARE CORPORATION

(Exact name of registrant as specified in its charter)

California	000-15223	95-3280412
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation or organization)

15350 Sherman Way, Suite 350  Van Nuys, California     91406

(Address of principal executive offices)                           (Zip Code)

(Registrant's telephone number, including area code): 818-226-1968

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 11, 2010, Robert S. Chilton tendered his resignation as Chief Financial Officer and Director of HemaCare Corporation ("Registrant"), and from all other positions he holds with the Registrant and its subsidiaries, effective March 26, 2010.  In connection with his resignation, on March 15, 2010, the Registrant entered into a Separation Agreement, dated March 15, 2010, with Mr. Chilton, wherein in exchange for a release of any employment related claims Mr. Chilton could assert against the Registrant, the Registrant agreed to pay Mr. Chilton $115,000 on April 26, 2010.

On March 11, 2010, the Registrant's Board of Directors appointed Pete van der Wal as the Registrant’s Chief Financial Officer, with such appointment to be effective upon the effective date of Mr. Chilton’s resignation.  Mr. van der Wal currently serves as the Registrant’s President and Chief Executive Officer, and as a member of the Board of Directors.

On March 11, 2010, the Registrant entered into an Employment Agreement, dated March 2, 2010, with Pete van der Wal, wherein effective April 1 2010, Mr. van der Wal will receive a base annual salary of $225,000, and is eligible to receive an annual bonus, subject to achieving specified goals as determined by the Registrant’s Board of Directors, of up to 67% of his base annual salary, payable by March 15 of the following calendar year.  Mr. van der Wal is also entitled to the same benefits as other similarly situated employees.

On March 11, 2010, the Registrant entered into a Separation Agreement, dated February 26, 2010, with John Doumitt, the Registrant’s former Chief Executive Officer wherein in exchange for a release of any employment related claims Mr. Doumitt could assert against the Registrant, the Registrant agreed to pay Mr. Doumitt $62,500 on April 9, 2010.

The foregoing summary is qualified in its entirety by reference to the copies of these agreements which are filed as Exhibits 10.1, 10.2, and 10.3 to this report and are incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit No.	Description
	10.1	Employment Agreement, dated March 2, 2010, between the Registrant and Pete van der Wal.
	10.2	Separation Agreement, dated February 26, 2010, between the Registrant and John Doumitt.
	10.3	Separation Agreement, dated March 15, 2010, between the Registrant and Robert S. Chilton.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 17, 2010 HEMACARE CORPORATION   By:  /s/ Robert S. Chilton         Robert S. Chilton         Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Employment Agreement, dated March 2, 2010, between the Registrant and Pete van der Wal.
10.2	Separation Agreement, dated February 26, 2010, between the Registrant and John Doumitt.
10.3	Separation Agreement, dated March 11, 2010, between the Registrant and Robert S. Chilton.

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) dated as of  March 2, 2010, is between HemaCare Corporation (“HemaCare” or the “Company”) and Pete van der Wal ("Executive "), as follows.  This Agreement supersedes all other previous agreements and/or writings.

1.           At-Will Employment.  HemaCare hereby offers to employ Executive and Executive hereby accepts employment to render services to the Company in the position and with the duties and responsibilities described in Section 2.  Executive’s employment shall be at-will, meaning either Executive or the Company may terminate the employment relationship at any time, with or without cause or notice.  No one, other than the Board of Directors, has the authority to change the at-will nature of Executive’s employment, and the only way it can be changed is in a writing signed by the Chairman of the Board.  With the exception of at-will employment, all other terms and conditions of employment may be changed at any time in the sole discretion of the Company, with or without cause or notice.  No implied contract concerning any employment-related decision or term or condition of employment can be established by any other statement, conduct, policy or practice.

2.           Position and Responsibilities.

(a)           Position.  Executive accepts employment with HemaCare as President and Chief Executive Officer and shall continue to perform the services he has performed in that capacity, subject to any reductions or other modifications to the services, and together with such other and additional services, as may be determined or assigned by HemaCare from time to time.  Executive shall also continue as a member of HemaCare’s Board of Directors.  Executive shall be an exempt employee .  Therefore, Executive shall be compensated on a salaried basis and is not entitled to overtime premiums.  Executive shall devote his best efforts and full-time attention to the performance of his duties.  Executive shall be subject to the direction of HemaCare’s Board of Directors, which shall retain full control of the means and methods by which Executive performs his services and the place(s) at which services are rendered.  Executive shall be expected to travel if necessary or advisable to meet the obligations of his position.

(b)           Other Activity.  During the term of this Agreement and except on HemaCare’s prior written consent, Executive shall not (i) accept any other employment, or (ii) engage, directly or indirectly, in any other business, commercial, or professional activity (whether or not pursued for pecuniary advantage) that creates or might create a conflict of interest with the Company, competes or might compete with the Company’s business or negatively impacts or might impact Executive’s perfo rmance, as determined in the sole discretion of the Board of Directors.  .

(c)           Representations and Warranties.  Executive represents and warrants that (i) he is fully qualified and competent to perform the duties for which he is being hired, (ii) he currently has no employment contract or other obligation to perform any type of services to any third party, and (iii) his execution of this Agreement, his employment with HemaCare, and the performance of his proposed duties shall not violate any obligations he may have with any other individual or entity.  Executiv e agrees he will not use for the benefit of, or disclose to, the Company any confidential information belonging to others unless he has prior written permission from the owner of the confidential information (or unless the Company has been granted such permission).

(d)           Periodic Reviews.  Executive shall be subject to periodic reviews by HemaCare.  The goal of the reviews shall be to provide Executive and the Company the opportunity to discuss job tasks, identify and help correct weaknesses, encourage and recognize strengths, and discuss methods for improving performance.  Executive understands that a positive performance evaluation does not guarantee an increase in salary, or continued long-term employment.  Compen­sation i ncreases and other terms and conditions of employment are determined by and at the sole discretion of the Board of Directors.  In addition to these more formal performance evaluations, HemaCare encourages Executive to discuss his job performance on an ongoing basis.

3.           Compensation and Benefits.

(a)           Compensation.  In consideration of the services to be rendered under this Agreement, effective April 1, 2010, HemaCare shall pay Executive a monthly salary in the amount of Eighteen Thousand Seven Hundred Fifty Dollars  ($18,750.00), payable pursuant to HemaCare’s policies and procedures, as they may be amended by HemaCare in its sole discretion.  HemaCare’s Board of Directors shall periodically review Executive's compensation and shall determine, in its sole disc retion, whether and how much the existing compensation shall be adjusted, without regard to any policy or practice HemaCare may have for adjusting salaries.  All compensation and comparable payments to be paid to Executive under this Agreement shall be subject to withholdings required by law.  Executive acknowledges that notwithstanding this Agreement, Executive’s compensation, as well as the other terms, conditions and benefits of his employment are at-will and may be changed at any time in the sole discretion HemaCare.

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(b)  Discretionary Bonus.  Executive may be entitled to up to 67% of his base annual salary for achieving specified goals determined by the Board of Directors.  The discretionary bonus structure will typically put 100% of Executive’s bonus at risk.  Bonuses shall be paid no later than March 15th of the following calendar year.

(c)  Stock Options.  Executive’s most recent grant of stock options was on December 9, 2009 for 75,000 shares, vesting in 20% increments in December 2010, 2011, 2012, 2013 and 2014.  These shares were priced at the close of business on December 9, 2009.  If Executive’s employment with HemaCare ends for any reason, Executive will have up to the earlier of (i) three months from the last day of his employment, or (ii) the expiration date of the original option term, in which to exercise any options that may have vested du ring Executive’s employment.  All of Executive’s options shall vest at the time of a sale of HemaCare.  From time to time, Executive may be awarded additional options based on their availability in HemaCare’s stockholder approved plan, Executive’s performance and in the discretion of the Board of Directors, including a majority vote of non-employee Directors, if any.

(d)  Benefits.

(i)  Paid Time Off.  Executive shall be entitled to paid time off (“PTO”) in accordance with HemaCare’s Employee Handbook.  PTO shall accrue as stated in HemaCare’s Employee Handbook.  Once the maximum accrual amount has been reached, no additional PTO will be earned until previously accrued PTO time is used.  Executive will not be given retroactive credit for any period of time in which he did not accrue PTO because he was at the maximum.  At year-end, any accrued, unused PTO at or belo w the maximum accrual amount will carry over to the subsequent year.  Executive shall request PTO as far in advance as possible.  PTO shall be scheduled so as to provide adequate coverage of Executive’s job and staff requirements.  Executive must use accrued PTO for absences away from work for periods of four (4) hours or more.  PTO does not accrue during unpaid leaves of absence or other periods of inactive service.

(ii)  Other Benefits.  As Executive becomes eligible, he shall have the right to participate in and receive benefits from applicable present and future benefit plans specified in HemaCare's Employee Handbook.  The eligibility for, amount and extent of benefits to which Executive may be entitled shall be governed by the specific benefit plans, as amended from time to time.  HemaCare reserves the ability, in its sole discretion, to adjust Executive's benefits provided under this Agreement.  No statement concerning benefits or compensation to which Executive is entitled shall alter in any way the terms of this Agreement, any renewal thereof, or its termination.

(e)           Expenses.  HemaCare shall reimburse Executive for reasonable travel and other business expenses incurred by Executive in the performance of his duties, in accordance with HemaCare's Employee Handbook, as it may be amended from time to time in HemaCare’s sole discretion.  Executive must obtain written approval prior to incurring any expense in excess of $5000.00.

4.           Termination of Employment.

(a)           By HemaCare or Executive At-Will.  Executive acknowledges that Executive’s employment at the Company shall be at-will.  Therefore, Executive acknowledges that the Company or Executive may terminate Executive’s employment at any time, with or without notice or cause.  HemaCare shall pay to Executive any compensation then due and owing, including but not limited to any accrued, unused PTO.  Thereafter, all obligations of HemaCare under this Agreement (ex cept Section 5, if applicable) shall cease.

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(b)           By Disability.  If, by reason of any physical or mental disability, Executive has been or will be prevented from properly performing the essential functions of his position for more than thirty (30) days in any one (1) year period, even with reasonable accommodations, if any can be provided by HemaCare without causing undue hardship on the Company, HemaCare may terminate Employment on fourteen (14) days' advance written notice.  HemaCare shall pay Executive all compensation to which he is entitled, including but not limited to any accrued, unused PTO, through the last business day of the notice period.  Thereafter, all obligations of HemaCare under this Agreement shall cease.

(c)            By Death.  Employment shall terminate automatically on Executive’s death.  HemaCare shall pay to Executive's beneficiaries or estate, as appropriate, any compensation then due and owing.  Thereafter, all obligations of HemaCare under this Agreement shall cease.  In the event Executive’s employment with HemaCare terminates pursuant to this Section 4(c), Section 5 shall not apply.

(d)           Termination Obligations.

(i)  Executive agrees that all property, including, without limitation, all equipment, tangible Confidential Information (as defined below), documents, books, records, reports, notes, contracts, lists, computer disks (and other computer-generated files and data), and copies thereof, created or stored on any medium and furnished to, obtained by, or prepared by Executive in the course of or incident to his employment, belongs to HemaCare and shall be returned promptly to HemaCare on termination of Executive’s employment.

(ii)  All benefits to which Executive is otherwise entitled shall cease on Executive's termination, unless explicitly continued either under this Agreement or under any specific written policy or benefit plan of HemaCare, or unless required by law.

(iii)  On termination of Executive’s employment, Executive shall be deemed to have resigned from all positions and released all signature powers and other powers and authorities then held with HemaCare or any HemaCare affiliate.

(iv) The representations and warranties contained in this Agreement and Executive's obligations under this Section 4(d) on Termination Obligations and Section 7 below on Confidential Information shall survive the termination of Executive’s employment and this Agreement.

(v)  After termination, Executive shall fully cooperate with HemaCare in all matters relating to the winding up of pending work on behalf of HemaCare and the orderly transfer of work to other HemaCare executives or employees.  Executive shall also cooperate in the prosecution or defense of any action brought by any third party against HemaCare that relates in any way to Executive's acts or omissions while employed by HemaCare.

5.           Compensation on Change of Control.

On a Change of Control, as defined below, if (except as set forth below) Executive is employed by HemaCare as of the date the Change of Control occurs, Executive shall be entitled to receive a lump sum payment equal to fifty (50%) of Executive's annual base salary, provided Executive delivers to HemaCare an executed general release with a Civil Code §1542 waiver (in a form acceptable to HemaCare) of all claims relating to his employment and does not revoke such release in accordance with its terms.  The payment shall be payable to Executive at any time within one (1) year after the Change of Control.  For purposes of this Agreement, “annual base salary" shall mean one (1) year of base salary, at the highest base salary rate that Executive was paid by the Company in the twelve (12) months prior to the Change of Control.  Anything in this Agreement to the contrary notwithstanding, if the Company terminates Executive's employment prior to the date the Change of Control occurs, and if it is reasonably demonstrated by Executive that such termination (a) was at the request of a third party who has taken steps reasonably calculated to affect a Change of Control, or (b) otherwise arose in connection with or anticipation of a Change of Control, then for purposes of this Agreement, Executive shall be deemed to be employed by the Company as of the date the Change of Control occurs and thus entitled to payment pursuant to this Section.  All outstanding stock options previously granted under any Company stock option plan, whether vested or unvested, shall be accelerated and become immediately exercisable for a period not exceeding the lesser of (i) six (6) months after Exe cutive’s termination incident to the Change of Control, provided Executive’s termination is not for Cause or without Good Reason, or (ii) the expiration date of the original option term.  For purposes of this Agreement, a “Change in Control” shall mean:

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(a)  The acquisition by any individual, entity or group (within the meaning of  Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than eighty percent (80%) of either (i) the outstanding shares of common stock of the Company (the "Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities"), provided however that for purposes of this subsection (a), the following acquisitions of stock shall not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; (iii) any acquisition by any employee benefit plan (or related trust) sponsored of maintained by the Company or any corporation controlled by the Company; (iv) any transaction, the purpose of which is to change the state of incorporation; or (v) any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section;

(b)  A change in the ownership of a substantial portion of the Company's assets, where any one person, or more than one person acting as a group (as determined in IRS regulations), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value more than eighty percent (80%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions.   For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without reg ard to any liabilities associated with such assets.  There is no change in control event under this provision when there is a transfer to an entity that is controlled by the shareholders of the Company immediately after the transfer, as provided in this paragraph below.   A transfer of assets shall not be treated as a change in the ownership of such assets if the assets are transferred to--

(i)  A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

(ii)  An entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

(iii)  A person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company; or

(iv)  An entity, at least, fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in subparagraph (b)(iii) above.

For purposes of this Section 6(b) and except as otherwise provided above, a person's status is determined immediately after the transfer of the assets.  For example, a transfer to a corporation in which the transferor corporation has no ownership interest before the transaction, but that is a majority-owned subsidiary of the transferor corporation after the transaction is not treated as a change in the ownership of the assets of the transferor corporation.

6.           Confidential Information.

(a)  Acknowledgments Regarding Confidential Information.  Executive acknowledges that during his employment, he will learn Confidential Information of HemaCare and its customers.  “Confidential Information” includes, but is not limited to, business information which at the time or times concerned is not generally known to the public (other than by the act or acts of an individual not authorized by the Company to disclose such information) and which relates to any one or more of the aspects of the business of the Company, including, without limitation, pricing plans; price structuring; contract terms, financial records, business, marketing, and strategic plans; personnel and payroll records; the identity of, contact information for, and any other account information on customers (current and/or prospective), vendors, and suppliers; inventions, programs, formulas, techniques, and processes; service specifications; customer preferences; advertising sources; sales reports; and any other Company documentation and information.  Executive acknowledges that all of the foregoing Confidential Information is considered a trade secret of HemaCare and protected both under this Agreement and Civil Code §3426 et seq.

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(b)  Ownership of Confidential Information.  Executive recognizes that all such Confidential Information is the property of the Company, and that any unauthorized disclosure could cause serious harm.  Executive understands that the value of such Confidential Information depends on it remaining confidential, that the Company will depend on Executive to maintain confidentiality and Executive accepts that position of trust.  Executive will cooperate with HemaCare and use his best efforts to prevent the unauthorized dissemination, disclosure, use or reproduction of any Confidential Information.  During and after employment, Executive will not disclose, disseminate, reproduce or use such Confidential Information for his benefit or the benefit of anyone else, but only for the benefit of the Company and as is necessary to carry out his responsibilities under this Agreement.  Executive will not copy, reproduce (in whole or in part), or remove any materials containing any such Confidential Information from HemaCare’s premises unless required by his job or unless he has written authorization from the Company.  Executive shall maintain at his work station and/or any other place un der his control only such Confidential Information as he has a current "need to know."  Executive shall return to the appropriate person or location or otherwise properly dispose of Confidential Information once that need to know no longer exists.  Executive shall not make copies of or otherwise reproduce Confidential Information unless there is a legitimate business need for reproduction.

(c)  Computer Data and Electronic Systems.  Executive acknowledges that the Company’s computer and other electronic systems and all related equipment and databases are the property of HemaCare and contain Confidential Information belonging to the Company.  Executive acknowledges that all such systems and equipment may be monitored by the Company at any time, in the Company’s discretion.  Executive acknowledges that he has no expectation of privacy in connection with his use of said systems and equipment and consents to HemaCare’s monitoring.  Executive agrees to take all steps necessary to protect the equipment and the information stored on the equipment from improper use, disclosure or dissemination.

(d) Third-Party Information.  Executive acknowledges that HemaCare has received and in the future will receive from third parties (including the Company’s customers) their confidential information subject to a duty to maintain the confidentiality of this information and to use it only for certain limited purposes.  Executive agrees that he owes the Company and these third parties, a duty to hold all such confidential information in the strictest confidence and not to disseminate, disclose or use it, except as necessary to perform his obligations hereunder and as is consistent with the Company’s agreement with third parties.

(e) Interference with Business.  To avoid disruption of HemaCare’s business, Executive agrees that for a period of one (1) year after termination of his employment, he shall not, directly or indirectly, either for himself or on behalf of any other individual or entity, including on behalf of any competitor of the Company, use the Company’s trade secrets (as defined above) to (i) solicit any customer of the Company known to him during his employment to have been a customer, or (ii) solicit for employment any person employed by the Company.   ;Executive acknowledges and agrees that these restrictions are required for legitimate business purposes to protect HemaCare’s trade secrets and are not intended to create an unlawful restriction on competition or solicitation.  Executive acknowledges and agrees this Section of the Agreement is binding and enforceable pursuant to Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937 and its progeny, including but not limited to The Retirement Group, Inc. v. Galante (2009) 176 Cal.App.4th 1226.

7.           Notices.  Any notice or other communication under this Agreement must be in writing and shall be effective on delivery by hand, upon facsimile transmission to HemaCare (but only on receipt by Executive of a written confirmation of receipt), or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, and addressed to HemaCare or to Executive at the corresponding address or fax number (if any) below.  Executive shall be obligated to notify HemaCare in writing of any change in his address. 0; Notice of change of address shall be effective only when done n accordance with this Section.

HemaCare's Notice Address:	Executive's Notice Address:
Attn.: Steven Gerber, M.D.	Pete van der Wal
15350 Sherman Way #350	_______________________
Van Nuys, CA 91406	_______________________
Fax No.:  818-251-5356	Fax No.: _______________

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8.           Action by HemaCare.  All actions required or permitted to be taken under this Agreement by HemaCare, including, without limitation, exercise of discretion, consents, waivers, and amendments to this Agreement, shall be made and authorized only by the Board of Directors.

9.           Integration.  This Agreement is intended to be the final, complete, and exclusive statement of the terms of Executive's employment by HemaCare.  This Agreement supersedes all other prior and contemporaneous agreements and statements, whether written or oral, express or implied, pertaining in any manner to the employment of Executive, and this Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements.

10.           Amendments; Waivers.  This Agreement may not be amended except by an instrument in writing, signed by each of the parties.  No failure to exercise and no delay in exercising any right, remedy, or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power under this Agreement preclude any other or further exercise thereof, or the exercise of any other right, remedy, or power provided herein or by law or in equity.

11.           Assignment; Successors and Assigns.  Executive shall have no power to, and agrees he will not purport to assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement.  Any such purported assignment, transfer, or delegation shall be null and void.  This Agreement shall bind and shall benefit the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or e ntity other than those specifically enumerated in this Agreement.

12.           Severability.  If any provision of this Agreement, or its application to any person, place, or circumstance, is held by a court of competent jurisdiction to be invalid, unenforceable, or void, such provision shall be enforced to the greatest extent permitted by law, and the remainder of this Agreement and such provision as applied to other persons, places, and circumstances shall remain in full force and effect.

13.           Attorneys' Fees.  In any legal action or other proceeding brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

14.           Injunctive Relief.  If Executive breaches or threatens to breach any of the covenants in this Agreement, the parties acknowledge and agree that the damage or imminent damage to HemaCare's operations or its goodwill would be irreparable and extremely difficult to estimate, making any remedy at law or in damages inadequate.  Accordingly, HemaCare shall be entitled to injunctive relief in the event of any breach or threatened breach in addition to any other relief (including damages) available to HemaCare under this Agreement or under law.

15.           Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of California.

16.           Interpretation.  The provisions of this Agreement have been negotiated by the parties and are the result negotiation.  Accordingly, this Agreement shall be construed as a whole, with each provision construed according to its fair meaning, and not strictly in favor of or against any party.  By way of example and not in limitation, this Agreement shall not be construed in favor of the party receiving a benefit nor against the party responsible for any particular language in this Agreement.  Captions are used for referenc e purposes only and should be ignored in the interpretation of the Agreement.

17.           Miscellaneous.

(a)  The Company's obligation to make the payments provided for in Sections 5 and 6 of this Agreement, if any, and otherwise to perform its obligations hereunder, shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others.

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(b)  In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable under Sections 5 and 6, if any, or any of the provision of this Agreement.  Such amounts shall not be reduced whether or not Executive obtains other employment.

(c)  The Company shall have no liability for any tax liability of Executive attributable to any payments made under this Agreement.  The Company may withhold from any amount payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(d)  Anything in this Agreement to the contrary notwithstanding, (i) in the event that any payment to or for Executive’s benefit (whether payable pursuant to the terms of this Agreement or otherwise) would not be deductible by the Company as a result of Section 280G of the Code, the aggregate amount payable under Section 6, if any, shall be reduced (but not below zero ($0.00) dollars), so that after giving effect to such reduction, no payment to or for Executive’s benefit will fail to be deductible because of Section 280G, and (ii) if Executive establishes (in accordance with Section 280G) that all or any portion of the aggregate “parachute payments” (as defined in Section 2 80G) payable to or for Executive's benefit constitute reasonable compensation for services actually rendered, and if the present value of all such "parachute payments" which constitute reasonable compensation exceeds two hundred ninety-nine percent (299%) of Executive’s “base amount" (as defined in Section 280G), Executive shall be entitled to receive an amount equal to (but not greater than) the present value of all such “parachute payments” which constitute reasonable compensation.  For purposes of this subsection (d), the “present value" of any payment shall be determined in accordance with Section 1274(b)(2) of the Code.  If it is established that, notwithstanding the good faith of Executive and the Company in applying the terms of this subsection (d), the aggregate “parachute payments" paid to or for Executive's benefit are in an amount that would result in any portion of such "parachute payments" not being deductible, Executive shall have an oblig ation to pay the Company upon demand an amount equal to the sum of (1) the excess of the aggregate "parachute payments" paid to or for Executive’s benefit over the aggregate "parachute payments" that could have been paid to or for Executive's benefit without any portion of such "parachute payments” not being deductible; and (2) interest on amount set forth in clause (1) of this sentence at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of the receipt of such excess by or for Executive's behalf until the date of such payment.

(e)  Notwithstanding any provision in this Agreement to the contrary, the Agreement is intended to comply with the requirements of Section 409A of the Code and shall be interpreted in a manner consistent with such intention.  If, upon separation from employment, Executive is a “specified employee” (as defined in Section 409A), the Company shall defer payment of “nonqualified deferred compensation" subject to Section 409A payable a result of and within six (6) months following Executive's separation from employment until the earlier of (i) ten (10) days after the Company receives notification of Executive's death, or (ii) the first business day of the seventh  ( 7th) month following Executive's separation from employment.  Any such delayed payment shall be made without interest.

18.           Executive Acknowledgment.  Executive acknowledges he had the opportunity to consult legal counsel in regard to this Agreement, he has read and understands this Agreement, he is fully aware of its legal effect, and he has entered into it freely and voluntarily and based on his own judgment and not on any representations or promises other than those contained in this Agreement.

The parties have duly executed this Agreement as of the date first written above.

	HemaCare Corporation
/s/ Pete van der Wal	/s/ Steven Gerber
Pete van der Wal	By: Steven Gerber, M.D.
	Its: Chairman of the Board

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EX-10.2

Exhibit 10.2

February 26, 2010

John Doumitt

63 Flintlock Lane

Bell Canyon, CA 91307

Re:  Separation Agreement and Release

Dear Mr. Doumitt:

This confirms your voluntary resignation from your employment with HemaCare Corporation (“HemaCare” or the “Company”), effective February 26, 2010.  The Company is agreeable to providing you Severance, in accordance with, and if you accept, the terms of this Agreement, which are as follows:

1.           Today, you will receive your final paycheck for all wages and accrued, unused paid time off.  You acknowledge that throughout your employment, you timely received all wages, paid time off, expense reimbursements, bonuses, stock options, monies and benefits to which you were entitled and that no additional monies of any kind are owed to you as a result of your employment at or separation from the Company.  You understand and agree that you have up to the earlier of (i) three months from February 26, 2010 (i.e., the last day of your employment with HemaCare), or (ii) the expiration date of the original option term, in which to exercise any stock options that may have vested duri ng your employment.

2.           Provided you first sign this Agreement and comply with its terms, and provided that you do not first revoke this Agreement within the Revocation Period provided in Section 7 below, HemaCare will pay you Sixty-Two Thousand Five Hundred Dollars and No Cents ($62,500.00) (“Severance”), less applicable withholdings.  Severance payments shall be paid in one lump sum thirty -five (35) days after you execute and do not revoke this Agreement.  You agree that the Severance is additional consideration and is in exchange for this Agreement.  You agree that the Company is not offering Severance in recognition of any obligation to do so.  You shall be respon sible for all tax liability, if any, with respect to your receipt of this consideration and the Severance.  Please note, the Company is not agreeing to pay you Severance as an admission of liability on its part and you agree that it shall not be deemed or construed as an admission of liability by the Company.

3.           In consideration for the Severance, you, on your own behalf and on behalf of your spouse, heirs, executors, administrators, successors and assigns and all persons acting by, through and under or in concert with them, or any of them (hereinafter collectively referred to as "Releasors") hereby release, acquit, and forever discharge HemaCare and each of its parents, subsidiaries, affiliates, predecessors, successors, agents, servants, employees, officers, directors, executives, trustees, partners, principals, owners, stockholders, representatives, insurers, investors, members, independent contractors, customers, attorneys, experts, related companies, joint venturers, assigns and any and all of their associated, affiliated or released persons or entities of any type or nature whatsoever, whether current or former (hereinafter collectively referred to as "Releasees") of and from any and all manner of claims, causes of action, lawsuits, charges, complaints, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, attorneys' fees, costs and expenses of any nature whatsoever, in law, equity or otherwise, whether known or unknown, including, but not limited to, any, and all actions, lawsuits, charges, complaints, and claims whether based on violation of any federal, state, municipal, local statute or ordinance, and specifically including, but not limited to claims for violation of the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, and further including any regulation of an administrative agency or government authority, relating to discrimination in employment, breach of contract (express or implied) , wrongful termination of employment, any form of harassment, breach of fiduciary duty, infliction of emotional distress, retaliation, misrepresentation, defamation, interference with contract or prospective economic advantage, invasion of privacy, and any other statutory or non-statutory tort or contractual claim (hereinafter called "Released Claims"), which Releasors have or may have against Releasees, or any of them by reason of any alleged conduct, acts, omissions, cause or any transaction whatsoever from the beginning of time to the date of the execution of this Agreement.  In view of the fact that you received all wages and other compensation earned and due, Released Claims also includes claims for wages or other compensation, severance pay, compensation as a result of a change of control, stock options, bonuses, commissions, paid time off, allowances, penalties, insurance, expense reimbursements or any other fringe benefit.

4.           You understand and agree the term Released Claims includes all claims of every nature, and waive application of Section 1542 of the California Civil Code which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

You expressly acknowledge that this Agreement is intended to include in its effect, without limitation, all claims which you do not know or suspect to exist at the time of the execution of this Agreement and that this Agreement contemplates the extinguishment of all claims, whether known or unknown.  Thus, you hereby expressly waive any right thereunder, as well as under any other statute or law of similar effect.

5.           You warrant you have no claim cognizable under the workers' compensation system; you are making no such claim; you have no knowledge of any facts giving rise to any such claim; you have never had treatment for any work related injury or illness; you have not missed any time from work because of a work-related injury or illness during your tenure with the Company; and you have not suffered any work related stress nor had any psychic injury.

6.           You represent and warrant there is no pending or threatened suit, proceeding or compliance review before any court, government agency, arbitrator or workers’ compensation appeals board with respect to any Released Claims.

7.           You understand and agree that, by entering into this Agreement, you (i) are waiving any rights or claims you might have under the AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT; (ii) have received consideration beyond that which you were previously entitled, that being Severance; (iii) ARE HEREBY BEING ADVISED AND ACKNOWLEDGE BEING ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT; (iv) are not waiving any rights or claims that may arise after the date this Agreement is executed; and (v) though you may sign this Agreement earlier if you so choose, you have been afforded the opportunity to evaluate the terms of this Agreement for not le ss than twenty-one (21) calendar days prior to the execution of this Agreement.  You may revoke this Agreement (by written notice to the Company) for a period of seven (7) calendar days after the execution of this Agreement, and it shall become enforceable only upon the expiration of this revocation period without prior revocation by you (the “Revocation Period”).  You acknowledge that if you do not sign this Agreement within the twenty-one (21) day period referenced above or if you revoke the Agreement within the Revocation Period, you shall not be entitled to the Severance.

8.           You acknowledge and agree that, effective today, you shall be deemed to have resigned from all positions with the Company, including but not limited to your position as Chief Executive Officer and as a member of HemaCare’s Board of Directors, and released all signature powers and other powers and authorities then held with HemaCare or any HemaCare affiliate.

9.           You agree to fully cooperate with HemaCare in all matters relating to the winding up of pending work on behalf of HemaCare and the orderly transfer of work to other HemaCare executives, directors or employees.  You also agree to cooperate in the prosecution or defense of any action brought by any third party against HemaCare that relates in any way to your acts or omissions while employed by HemaCare.  Should you provide such assistance after your employment ends, HemaCare will compensate you for the reasonable value of your services rendered.

10.            By signing below, you acknowledge and represent that you returned all property belonging to the Company.  This includes, but is not limited to, any and all of the following that may have been in your possession, custody or control: customer records and information, employee records and information, financial records and information, corporate documents (including but not limited to Board meeting minutes, bylaws, articles of incorporation), keys, computer equipment, software, equipment, proprietary information, documents, books, records, reports, notes, contracts, lists, computer disks (and other computer-generated files and data) and all copies.

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11.           You acknowledge and agree that all benefits to which you were otherwise entitled shall cease today, unless explicitly continued either under this Agreement or under any specific written policy or benefit plan of HemaCare or required by law.

12.           If your prospective employers want to verify your employment, you agree to direct them only to the Chairman of the Board.  In response to inquiries about your employment at the Company, the Company will limit its response to stating only that our policy prohibits us from responding to reference requests, other than to confirm and provide dates of employment, job title and salary history.  You authorize the Company to disclose this information.

13.           You agree you shall not, at any time, for your own benefit or for the benefit of any other person or entity, use, disclose or disseminate (either directly or indirectly) any of the Company’s proprietary or confidential information, including but not limited to all customer and financial information.  You also agree to keep this Agreement and each of its terms, and the negotiations surrounding it, confidential and shall not disclose any of the foregoing, for any reason, at any time, without the Company’s prior consent, unless required by law.  If disclosure is required by law, you shall promptly provide written notice to the Company so the Company may have the oppo rtunity to oppose.  Notwithstanding the foregoing, you may disclose this Agreement for legitimate business reasons, to your legal, financial and tax advisors, provided they first agree to be bound by this provision.

14.           If any action is brought to declare as to the effect or to enforce any provision of this Agreement, the prevailing party in such action shall be entitled to recover reasonable attorneys’ fees and costs of suit.

15.           You agree you have not previously and will not in the future assign or otherwise dispose of any Released Claims or any rights or obligations under this Agreement.

16.           The parties agree that this Agreement contains the entire agreement of the parties hereto, and supersedes all other agreements and understandings, whether written or oral, covering the subject matter hereof, including but not limited to your October 10, 2007, September 30, 2008 and December 31, 2008 employment agreements and December 31, 2008 change of control agreement.  The parties further agree that any amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties to be valid.

17.           Except for the release and confidentiality provisions, if any term, provision, covenant or condition of this Agreement shall be held by a court of competent jurisdiction to be invalid, void or unenforceable, in whole or in part, such decision shall not affect the validity of any remaining portion, and the remaining portion shall stand in full force and effect, and shall in no way be affected, impaired or invalidated.

18.           This Agreement is made and entered into in the state of California and shall be construed and enforced in accordance with the laws of the state of California.

19.           You represent and warrant that you fully understand this Agreement and its final and binding effect; you have been advised to and afforded sufficient time and opportunity to review this Agreement with an attorney or other advisor of your choice, or to refrain from seeking the advice of counsel, confident that you fully understand this Agreement; you had an opportunity to negotiate with regard to the terms of this Agreement; you are fully competent to manage your own business affairs and to enter into this Agreement; and you signed this Agreement knowingly, freely and voluntarily.  You also acknowledge that your execution of this Agreement is not the result of any duress, mistake, or un due influence and that you are not relying on any inducements, promises, or representations other than as stated in this Agreement.

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	Sincerely yours,
	/s/ Steven B. Gerber
	Steven B. Gerber, M.D.
	Chariman of the Board
I understand and agree to the above terms:
/s/ John Doumitt
John Doumitt	Date Signed:  March 11 , 2010

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EX-10.3

Exhibit 10.3

March 15, 2010

Robert Chilton

30020 Torre Pines Place

Agoura Hills, CA 91301

Re:  Separation Agreement and Release

Dear Mr. Chilton:

This confirms your voluntary resignation from your employment with HemaCare Corporation (“HemaCare” or the “Company”), effective March 26, 2010.  The Company is agreeable to providing you Severance, in accordance with, and if you accept, the terms of this Agreement, which are as follows:

1.           On March 26, 2010, you will receive your final paycheck for all wages and accrued, unused paid time off.  You acknowledge that throughout your employment, you timely received all wages, paid time off, expense reimbursements, bonuses, stock options, monies and benefits to which you were entitled and that no additional monies of any kind are owed to you as a result of your employment at or separation from the Company.  You understand and agree that you have up to the earlier of (i) three months from March 26, 2010 (i.e., the last day of your employment with HemaCare), or (ii) the expiration date of the original option term, in which to exercise any stock options that may have ve sted during your employment.

2.           Provided you first sign this Agreement and comply with its terms, and provided that you do not first revoke this Agreement within the Revocation Period provided in Section 8 below, HemaCare will pay you One Hundred, Fifteen Thousand Dollars and no/100 ($115,000.00) (“Severance”), less applicable withholdings in one lump sum payment thirty -five (35) days after you execute and do not revoke this Agreement.  You agree that the Severance is additional consideration and is in exchange for this Agreement.  You agree that the Company is not offering Severance in recognition of any obligation to do so.  You shall be responsible for all tax liability, if any, wit h respect to your receipt of this consideration and the Severance.  Please note, the Company is not agreeing to pay you Severance as an admission of liability on its part and you agree that it shall not be deemed or construed as an admission of liability by the Company.

3.           In consideration for the Severance, you, on your own behalf and on behalf of your spouse, heirs, executors, administrators, successors and assigns and all persons acting by, through and under or in concert with them, or any of them (hereinafter collectively referred to as "Releasors") hereby release, acquit, and forever discharge HemaCare and each of its parents, subsidiaries, affiliates, predecessors, successors, agents, servants, employees, officers, directors, executives, trustees, partners, principals, owners, stockholders, representatives, insurers, investors, members, independent contractors, customers, attorneys, experts, related companies, joint venturers, assigns and any and all of their associated, affiliated or released persons or entities of any type or nature whatsoever, whether current or former (hereinafter collectively referred to as "Releasees") of and from any and all manner of claims, causes of action, lawsuits, charges, complaints, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, attorneys' fees, costs and expenses of any nature whatsoever, in law, equity or otherwise, whether known or unknown, including, but not limited to, any, and all actions, lawsuits, charges, complaints, and claims whether based on violation of any federal, state, municipal, local statute or ordinance, and specifically including, but not limited to claims for violation of the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, and further including any regulation of an administrative agency or government authority, relating to discrimination in employment, breach of contract (express or implied) , wrongful termination of employment, any form of harassment, breach of fiduciary duty, infliction of emotional distress, retaliation, misrepresentation, defamation, interference with contract or prospective economic advantage, invasion of privacy, and any other statutory or non-statutory tort or contractual claim (hereinafter called "Released Claims"), which Releasors have or may have against Releasees, or any of them by reason of any alleged conduct, acts, omissions, cause or any transaction whatsoever from the beginning of time to the date of the execution of this Agreement.  In view of the fact that you received all wages and other compensation earned and due, Released Claims also includes claims for wages or other compensation, severance pay, compensation as a result of a change of control, stock options, bonuses, commissions, paid time off, allowances, penalties, insurance, expense reimbursements or any other fringe benefit.

4.           Effective upon your execution of this Agreement and provided you do not revoke this Agreement with the Revocation Period provided in Section 8 below, HemaCare releases, acquits, and forever discharges you of and from any and all manner of claims, causes of action, lawsuits, charges, complaints, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, attorneys' fees, costs and expenses of any nature whatsoever, in law, equity or otherwise, whether known or unknown, which HemaCare has or may have against you by reason of any alleged conduct, acts, omissions, cause or any transaction whatsoever from the beginning of time to the date of the execution of this Agreement.&# 160; Notwithstanding the foregoing, nothing in this Agreement constitutes or acts as a waiver or release of any unlawful conduct committed by you.

5.           You understand and agree the term Released Claims includes all claims of every nature, and waive application of Section 1542 of the California Civil Code which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

You expressly acknowledge that this Agreement is intended to include in its effect, without limitation, all claims which you do not know or suspect to exist at the time of the execution of this Agreement and that this Agreement contemplates the extinguishment of all claims, whether known or unknown.  Thus, you hereby expressly waive any right thereunder, as well as under any other statute or law of similar effect.

6.           You warrant you have no claim cognizable under the workers' compensation system; you are making no such claim; you have no knowledge of any facts giving rise to any such claim; you have never had treatment for any work related injury or illness; you have not missed any time from work because of a work-related injury or illness during your tenure with the Company; and you have not suffered any work related stress nor had any psychic injury.

7.           You represent and warrant there is no pending or threatened suit, proceeding or compliance review before any court, government agency, arbitrator or workers’ compensation appeals board with respect to any Released Claims.

8.           You understand and agree that, by entering into this Agreement, you (i) are waiving any rights or claims you might have under the AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT; (ii) have received consideration beyond that which you were previously entitled, that being Severance; (iii) ARE HEREBY BEING ADVISED AND ACKNOWLEDGE BEING ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT; (iv) are not waiving any rights or claims that may arise after the date this Agreement is executed; and (v) though you may sign this Agreement earlier if you so choose, you have been afforded the opportunity to evaluate the terms of this Agreement for not le ss than twenty-one (21) calendar days prior to the execution of this Agreement.  You may revoke this Agreement (by written notice to the Company) for a period of seven (7) calendar days after the execution of this Agreement, and it shall become enforceable only upon the expiration of this revocation period without prior revocation by you (the “Revocation Period”).  You acknowledge that if you do not sign this Agreement within the twenty-one (21) day period referenced above or if you revoke the Agreement within the Revocation Period, you shall not be entitled to the Severance.

9.           You acknowledge and agree that, effective March 26, 2010, you shall be deemed to have resigned from all positions with the Company, including but not limited to your position as Executive Vice President and Chief Financial Officer and as a member of HemaCare’s Board of Directors, and released all signature powers and other powers and authorities then held with HemaCare or any HemaCare affiliate.

10.           You agree to fully cooperate with HemaCare in all matters relating to the winding up of pending work on behalf of HemaCare and the orderly transfer of work to other HemaCare executives, directors or employees.  You also agree to cooperate in the prosecution or defense of any action brought by any third party against HemaCare that relates in any way to your acts or omissions while employed by HemaCare.  Should you provide such assistance after your employment ends, HemaCare will compensate you for the reasonable value of your services rendered.

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11.            By signing below, you acknowledge and represent that you returned all property belonging to the Company.  This includes, but is not limited to, any and all of the following that may have been in your possession, custody or control: customer records and information, employee records and information, financial records and information, corporate documents (including but not limited to Board meeting minutes, bylaws, articles of incorporation), keys, computer equipment, software, equipment, proprietary information, documents, books, records, reports, notes, contracts, lists, computer disks (and other computer-generated files and data) and all copies.

12.           You acknowledge and agree that all benefits to which you were otherwise entitled shall cease March 26, 2010, unless explicitly continued either under this Agreement or under any specific written policy or benefit plan of HemaCare or required by law.

13.           If your prospective employers want to verify your employment, you agree to direct them only to the Chairman of the Board.  In response to inquiries about your employment at the Company, the Company will limit its response to stating only that our policy prohibits us from responding to reference requests, other than to confirm and provide dates of employment, job title and salary history.  You authorize the Company to disclose this information.

14.           You agree you shall not, at any time, for your own benefit or for the benefit of any other person or entity, use, disclose or disseminate (either directly or indirectly) any of the Company’s proprietary or confidential information, including but not limited to all customer and financial information.  You also agree to keep this Agreement and each of its terms, and the negotiations surrounding it, confidential and shall not disclose any of the foregoing, for any reason, at any time, without the Company’s prior consent, unless required by law.  If disclosure is required by law, you shall promptly provide written notice to the Company so the Company may have the oppo rtunity to oppose.  Notwithstanding the foregoing, you may disclose this Agreement for legitimate business reasons, to your legal, financial and tax advisors, provided they first agree to be bound by this provision.

15.           If any action is brought to declare as to the effect or to enforce any provision of this Agreement, the prevailing party in such action shall be entitled to recover reasonable attorneys’ fees and costs of suit.

16.           You agree you have not previously and will not in the future assign or otherwise dispose of any Released Claims or any rights or obligations under this Agreement.

17.           The parties agree that this Agreement contains the entire agreement of the parties hereto, and supersedes all other agreements and understandings, whether written or oral, including but not limited to your October 2, 2003, September 30, 2008 and December 31, 2008 employment agreements and December 31, 2008 change of control agreement.  The parties further agree that any amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties to be valid.  Nothing in this Agreement is intended to supersede any of the parties’ post-termination rights and obligations pursuant to the parties’ November 9, 2007 Indemnific ation Agreement.

18.           Except for the release and confidentiality provisions, if any term, provision, covenant or condition of this Agreement shall be held by a court of competent jurisdiction to be invalid, void or unenforceable, in whole or in part, such decision shall not affect the validity of any remaining portion, and the remaining portion shall stand in full force and effect, and shall in no way be affected, impaired or invalidated.

19.           This Agreement is made and entered into in the state of California and shall be construed and enforced in accordance with the laws of the state of California.

20.           You represent and warrant that you fully understand this Agreement and its final and binding effect; you have been advised to and afforded sufficient time and opportunity to review this Agreement with an attorney or other advisor of your choice, or to refrain from seeking the advice of counsel, confident that you fully understand this Agreement; you had an opportunity to negotiate with regard to the terms of this Agreement; you are fully competent to manage your own business affairs and to enter into this Agreement; and you signed this Agreement knowingly, freely and voluntarily.  You also acknowledge that your execution of this Agreement is not the result of any duress, mistake, or un due influence and that you are not relying on any inducements, promises, or representations other than as stated in this Agreement.

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	Sincerely yours,
	/s/ Steven Gerber
	Steven B. Gerber, M.D.
	Chairman of the Board
	I understand and agree to the above terms:
/s/ Robert S. Chilton
Robert Chilton	Date Signed:  March 15, 2010

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