EXHIBIT
      10.19

    


    


    OFFER
      LETTER

    


    March
      29,
      2005

    


    Mr.
      Scott
      Hayashi

    3750
      Altura Ave.

    La
      Crescenta, CA 91214 

    


    Dear
      Scott:

    


    We
      are
      pleased to offer you a full-time position with Arbios Systems, Inc. (“Arbios”)
      as Chief Financial Officer, which is an exempt position. Specifics of our offer
      include:

     

    
      	
              1.

            	
              You
                will be compensated at an annualized rate of $105,000 paid twice
                monthly,
                before withholding of Federal and State income taxes, Social Security,
                and
                other customary deductions. 

            


    

     

    
      	
              2.

            	
              You
                will receive an annual bonus equal to 15% of your gross salary paid
                in
                January 2005, before withholding of Federal and State income taxes,
                Social
                Security, and other customary deductions.


            


    

     

    
      	
              3.

            	
              We
                are pleased to offer you as a bonus related to your promotion, a
                five-year
                qualified stock option to purchase 10,000 shares of the Company's
                common
                stock, to be granted pursuant to the Company's Stock Option Plan.
                The
                shares will be exercisable at $1.85/share (the closing price on the
                day
                that the Board of Directors approved the stock option) and 50% shall
                vest
                immediately, with the remaining 50% vesting upon the one year anniversary
                of the grant date of the option. 

            


    

     

    
      	
              4.

            	
              Your
                performance shall be reviewed annually against mutually agreed upon
                goals.
                At that time, appropriate upward compensation adjustments may be
                made in
                the form of increased salary. Your review shall be in January 2006
                with
                any compensation adjustments to be effective in February
                2006.

            


    

     

    
      	
              5.

            	
              All
                requests for time off (other than holidays observed by all of Arbios’s
                employees) should be approved in advance by Jacek Rozga, MD, PhD.
                You will
                report to Jacek Rozga, MD, PhD. and will perform such tasks as are
                usually
                and customarily performed by persons holding the title of Chief Financial
                Officer.

            


    

     

    
      	
              6.

            	
              You
                will be entitled to three weeks vacation to be taken in accordance
                with
                Arbios policies in place from time to time. You will also be entitled
                to
                the same paid holidays as are observed by all Arbios
                employees.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              7.

            	
              You
                will be entitled to participate in Arbios’s medical/dental insurance
                programs and will be entitled to such other employee benefits as
                Arbios
                offers to all of its employees in accordance with the policies or
                plans in
                place from time to time. You will be reimbursed for your reasonable
                business related expenses in accordance with the expense reimbursement
                policy in place from time to time.

            


    

     

    
      	
              8.

            	
              You
                shall be eligible for participation in the 401K plan (which plan
                the
                Company plans to establish) at the beginning of the first calendar
                quarter
                following your date of hire in accordance with the company’s
                plan.

            


    

     

    
      	
              9.

            	
              The
                Company shall reimburse you to attend training seminars and join
                professional organizations that are deemed necessary for your job
                and
                professional development.

            


    

     

    
      	
              10.

            	
              You
                will be employed on an “at will” basis. That is, the terms of your
                employment shall continue unless terminated by either you or us.
                Termination by us may be with or without cause, at any time. Further,
                this
                offer letter is not a contract of employment guaranteeing you the
                terms
                set forth in the letter for any specific period of time, or at
                all.

            


    

     

    
      	
              11.

            	
              All
                work that you perform for Arbios will be performed in our offices
                or as
                mutually agreed otherwise.

            


    

     

    
      	
              12.

            	
              Your
                employment is to be considered exclusive to Arbios. While you are
                employed
                by Arbios, you will not perform services for compensation for any
                third
                party.

            


    

     

    
      	
              13.

            	
              You
                must get a release from your current employer (or any still valid
                previous
                employers), from any existing non-compete agreements, if
                applicable.

            


    

     

    
      	
              14.

            	
              In
                consideration of your agreeing to this employment offer and as a
                condition
                of your reporting for work, we ask that you sign the attached Inventions
                Assignment and Confidentiality
                Agreement.

            


    

     

    
      	
              15.

            	
              This
                agreement is governed by California
                law.

            


    

     

    It
      the
      terms of this offer are acceptable to you, please indicate below by signing
      and
      returning one copy of this letter to me.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    We
      are
      looking forward to having you join our team here at Arbios, and hope that you
      find your new employment with us challenging and rewarding.

     

    Sincerely,

     

    /s/
      Jacek
      Rozga, M.D., Ph.D.

      
        

      

    

    Jacek
      Rozga, M.D., Ph.D.

    President

    


    


    Accepted
      and agreed to this 29th
      Day of
      March, 2005.

    


    /s/
      Scott
      Hayashi

      
        

      

    

    By:
      Scott
      Hayashi

     

    
      
         

      

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