EXHIBIT
      10.16

     

    OMNIBUS
      STOCKHOLDERS’ AGREEMENT

     

     

    This
      OMNIBUS STOCKHOLDERS’ AGREEMENT (this “Agreement”)
      is
      made and entered into as of October 24, 2003, by and among Arbios Technologies,
      Inc., a Delaware corporation (“Arbios”),
      Historical Autographs U.S.A., Inc., a Nevada corporation (“HAUSA”),
      Spectrum Laboratories, Inc., a Delaware corporation (“Spectrum”),
      Cedars-Sinai Medical Center, a California nonprofit public benefit corporation
      (the “Junior
      Preferred Investor”),
      Achilles A. Demetriou, M.D., Ph.D. and Kristin P. Demetriou, as Trustees of
      the
      A & K Demetriou Family Trust created on November 13, 2000 (collectively,
“Demetriou”)
      and
      Jacek Rozga, M.D., Ph.D. and Joanna Rozga (collectively, “Rozga,”
and,
      collectively with Demetriou, the "Founders").
      Spectrum, the Junior Preferred Investor, and the Founders are sometimes
      collectively hereinafter referred to as the "Holders".

     

    RECITALS

     

    A.    Arbios
      has entered into that certain Agreement and Plan of Reorganization (the
“Plan
      of Reorganization”),
      dated
      October 20, 2003, among Arbios, HAUSA, HAUSA Acquisition, Inc., a Nevada
      corporation, Raymond J. Kuh and Cindy K. Swank, pursuant to which Arbios will
      merge with HAUSA Acquisition, Inc. (the “Merger”).
      As a
      result of the Merger, each share of common stock of Arbios outstanding
      immediately before the Merger will be converted into one share of common stock
      of HAUSA (the common stock of HAUSA to be issued in the Merger is herein
      referred to as the “Common
      Stock”).

     

    B.    Arbios
      and the Holders are parties to that certain First Amended and Restated
      Stockholders’ Agreement, dated as of December 21, 2001 (the “Existing
      Stockholders’ Agreement”).

     

    C.    Arbios,
      the Founders and the Junior Preferred Investor are parties to that certain
      Investors’ Rights Agreement, dated as of June 29, 2001 (the “Investors’
      Rights Agreement”).

     

    D.    As
      a
      result of the reorganization of Arbios’ ownership that will occur in the Merger,
      (i) Arbios and the Holders agree that the Existing Stockholders’ Agreement
      should be terminated, effective as of the Merger, and (ii) Arbios, the Junior
      Preferred Investor and the Founders agree that the Investors’ Rights Agreement
      should be terminated, effective as of the Merger.

     

    E.    Pursuant
      to the Plan of Reorganization, all outstanding shares of preferred stock of
      Arbios are required to be converted into additional shares of Arbios common
      stock, which shares of Arbios common stock will be converted into shares of
      Common Stock in the Merger.

     

    F.    The
      Junior Preferred Investor, the owner of all of the issued and outstanding shares
      of Arbios’ preferred stock, is willing to convert its 681,818 shares of Junior
      Preferred Stock for 681,818 shares of Arbios common stock immediately prior
      to
      the Merger on the terms and conditions of this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    G.    The
      parties to this Agreement agree that the restrictions imposed by the two
      Founder’s Restricted Stock Purchase Agreements, each entered into as of
      September 1, 2002 by one of the Founders and Arbios (the “Founder’s
      Agreements”),
      on
      the Arbios shares owned by the Founders will no longer be necessary or
      appropriate following the Merger.

     

    H.    The
      Merger and the other transactions contemplated by the Plan of Reorganization
      are
      scheduled to occur by no later than October 30, 2003.

     

    AGREEMENT

     

    NOW,
      THEREFORE, for and in consideration of the premises, covenants and obligations
      contained herein, and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the parties hereto hereby agree
      as
      follows:

     

    1.    TERMINATION
      OF PRIOR AGREEMENTS

     

    1.1    Termination
      of Prior Agreements. Subject
      to the consummation of the Merger, the parties to the Existing Stockholders’
Agreement and to the Investors’ Rights Agreement hereby agree that each such
      agreement shall automatically terminate and be cancelled effective as of the
      effectiveness of the Merger.

     

    1.2    Waiver
      of Rights Under Prior Agreements. Each
      party to this Agreement who is also a party to either of the Existing
      Stockholders’ Agreement or the Investors’ Rights Agreement hereby waives any and
      all rights such party may have under such agreements relating to this Agreement,
      the Plan or Reorganization, or any of the transactions contemplated by any
      of
      the foregoing agreements, including the right to approve such transactions
      or
      the right of first refusal to purchase any shares issuable in any such
      transactions. 

     

    2.    CONVERSION/EXCHANGE
      OF PREFERRED STOCK

     

    2.1    The
      Junior Preferred Investor hereby agrees to exchange/convert all of the 681,818
      shares of Junior Preferred Stock owned by the Junior Preferred Investor for
      681,818 shares of Arbios common stock (the “Exchange”).
      In
      order to effect the Exchange, the Junior Preferred Investor is hereby delivering
      to Arbios the stock certificate representing all of the shares of Junior
      Preferred Stock owned by the Junior Preferred Investor, which certificate has
      been duly endorsed for cancellation. Subject to Section 2.2 below, the Junior
      Preferred Investor hereby irrevocably instructs Arbios to cancel the foregoing
      certificate and the shares of Junior Preferred Stock immediately prior to the
      Merger, and Arbios hereby agrees to cancel the Junior Preferred Stock and to
      issue the 681,818 shares of Arbios common stock in the Exchange immediately
      before the Merger becomes effective. However, Arbios agrees that it will not
      cancel the shares of Junior Preferred Stock until immediately prior to the
      closing of the Merger. Arbios and the Junior Preferred Investor hereby agree
      that the Exchange shall for all purposes be deemed to be effective immediately
      prior to the closing of the Merger if the Merger occurs, and that the shares
      of
      Junior Preferred Stock shall be deemed to have been exchanged for shares of
      Arbios common stock at the time that the Merger occurs. Since the 681,818 shares
      of Arbios common stock to be issued to the Junior Preferred Investor in the
      Exchange shall, in connection with the Merger, automatically be converted into
      681,818 shares of Common Stock of HAUSA, the parties hereto agree that the
      stock
      certificate to be received by the Junior Preferred Investor as a result of
      the
      Exchange may be issued as a stock certificate for 681,818 shares of Common
      Stock
      of HAUSA immediately after the Merger.

     

    
      
         

      

      
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    2.2    In
      the
      event that the Merger has not been consummated by October 31, 2003, Arbios
      shall
      thereafter not cancel the shares of Junior Preferred Stock and shall promptly
      thereafter return to the Junior Preferred Investor the stock certificate
      representing the Junior Preferred Stock.

     

    3.    REGISTRATION
      RIGHTS

     

    3.1    Definitions.
      For
      purposes of this Section 3:

     

    (a)    Registration
      Rights Holders.
      The
      term “Registration
      Rights Holder”
means
      the Junior Preferred Investor and the Founders, and any assignee of record
      of
      the Registrable Securities to whom rights set forth herein have been duly
      assigned in accordance with this Agreement.

     

    (b)    Registration.
      The
      terms “register,”
      “registered,”
and
      “registration”
refer
      to a registration effected by preparing and filing a registration statement
      in
      compliance with the Securities Act, and the declaration or ordering of
      effectiveness of such registration statement.

     

    (c)    Registrable
      Securities.
      The
      term “Registrable
      Securities"
      means:
      (i) all shares of Common Stock of HAUSA listed on Schedule A, which shares
      are
      expected to be issued to the Registration Rights Holders in the Merger, together
      with any other shares of HAUSA that may be acquired by the Registration Rights
      Holders or any of the Registration Rights Holders' permitted successors and
      assigns after the Merger; and (ii) any shares of Common Stock of HAUSA issued
      as
      (or issuable upon the conversion or exercise of any warrant, right or other
      security which is issued as) a dividend or other distribution with respect
      to,
      or in exchange for or in replacement of, all such shares of Common Stock
      described in clause (i) of this Section 3.1 (c); excluding
      in all
      cases, however, any Registrable Securities sold by a person in a transaction
      in
      which rights under this Section 3 are not assigned in accordance with this
      Agreement or any Registrable Securities sold to the public or sold pursuant
      to
      Rule 144 promulgated under the Securities Act. 

     

    (d)    SEC.
      The
      term “SEC”
or
      “Commission”
means
      the U.S. Securities and Exchange Commission.

     

    (e)    Securities
      Act.
      The
      term “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     

    3.2    Piggyback
      Registrations.

     

    (a)    Registration
      Rights.
      Subject
      to the completion of the Merger, HAUSA agrees to the following registration
      provisions. HAUSA shall notify the Registration Rights Holders in writing at
      least thirty (30) days prior to filing any registration statement under the
      Securities Act for purposes of effecting a public offering of securities of
      HAUSA (including, but not limited to, registration statements relating to
      secondary offerings of securities of HAUSA), and will afford the Registration
      Rights Holders an opportunity to include in such registration statement all
      or
      any part of the Registrable Securities then held by the Registration Rights
      Holders. Notwithstanding the foregoing, the registration rights provided by
      this
      Section 3.2 shall not apply to any registration statement (i) relating to any
      employee benefit plan or an SEC Rule 145 transaction, (ii) filed by HAUSA
      pursuant to those certain Subscription Agreements--Bridge Offering entered
      into
      in September 2003 between Arbios and the purchasers of $400,000 of Arbios’
convertible promissory notes, or (iii) filed by HAUSA pursuant to those certain
      Subscription Agreements entered into between Arbios and the investors who
      purchased up to $4,010,000 of Arbios’ Units (consisting of shares of Arbios
      common stock and warrants) in September and October 2003. If a Registration
      Rights Holder desires to include in any such registration statement all or
      any
      part of the Registrable Securities held by such Registration Rights Holder,
      it
      shall, within twenty (20) days after receipt of the above-described notice
      from
      HAUSA, so notify HAUSA in writing, and in such notice shall inform HAUSA of
      the
      number of Registrable Securities such Registration Rights Holder wishes to
      include in such registration statement. If a Registration Rights Holder decides
      not to include all of its Registrable Securities in any registration statement
      thereafter filed by HAUSA, such Registration Rights Holder shall nevertheless
      continue to have the right to include any Registrable Securities in any
      subsequent registration statement or registration statements as may be filed
      by
      HAUSA with respect to offerings of its securities, all upon the terms and
      conditions set forth herein.

     

    
      
         

      

      
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    (b)    Underwriting.
      If a
      registration statement under which HAUSA gives notice under this
      Section 3.2 is for an underwritten offering, then HAUSA shall so advise the
      Registration Rights Holders in writing. In such event, the right of each
      Registration Rights Holder to have its Registrable Securities included in a
      registration pursuant to this Section 3.2 shall be conditioned upon such
      Registration Rights Holder's participation in such underwriting and the
      inclusion of such Registration Rights Holder's Registrable Securities in the
      underwriting to the extent provided herein. In connection with such underwritten
      offering, each participating Registration Rights Holder shall enter into an
      underwriting agreement in customary form with the managing underwriter or
      underwriters selected for such underwriting. Notwithstanding any other provision
      of this Agreement, if the managing underwriter or underwriters determine(s)
      in
      good faith that marketing factors require a limitation of the number of shares
      to be underwritten, then the managing underwriter(s) may exclude shares
      (including Registrable Securities) from the registration and the underwriting,
      and the number of shares that may be included in the registration and the
      underwriting shall be allocated, first,
      to
      HAUSA in full for shares of HAUSA stock it proposes to offer in a primary
      offering, and second,
      to the
      participating Registration Rights Holders ratably in accordance with the number
      of shares each requesting Registration Rights Holder requested to be
      underwritten; provided,
      however,
      that
      the right of the underwriters to exclude shares (including Registrable
      Securities) from the registration and underwriting as described above shall
      be
      restricted so that the aggregate number of Registrable Securities of all
      Registration Rights Holders included in any such registration is not reduced
      below ten percent (10%) of the shares included in the registration. If a
      Registration Rights Holder disapproves of the terms of any such underwriting,
      such Registration Rights Holder may elect to withdraw therefrom by written
      notice to HAUSA and the underwriter, delivered at least twenty (20) business
      days prior to the effective date of the registration statement. Any Registrable
      Securities excluded or withdrawn from such underwriting shall be excluded and
      withdrawn from the registration. Any such exclusion or withdrawal in such
      underwriting shall not limit the rights of the Registration Rights Holder to
      include its Registrable Securities in any subsequent underwritten offering
      under
      this Section 3.2(b).

     

    
      
         

      

      
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    (c)    Expenses.
      All
      expenses incurred in connection with a registration pursuant to this
      Section 3.2 (excluding underwriters' and brokers' discounts and
      commissions), including, without limitation all federal and “blue sky”
registration and qualification fees, printers' and accounting fees, fees and
      disbursements of counsel for HAUSA, shall be borne by HAUSA. The participating
      Registration Rights Holders shall bear their proportionate share (based on
      the
      total number of their shares sold in such registration) of any counsel
      representing all of the participating Registration Rights Holders and all
      discounts, commissions or other amounts payable to underwriters or brokers
      in
      connection with such registration.

     

    3.3    Obligations
      of HAUSA.
      Whenever required to effect the registration of any Registrable Securities
      under
      this Agreement, HAUSA shall, as expeditiously as reasonably
      possible:

     

    (a)    Prepare
      and file with the SEC a registration statement with respect to such Registrable
      Securities and use its best efforts to cause such registration statement to
      become effective, and, upon the request of any participating Registration Rights
      Holder, keep such registration statement effective for ninety (90) days (or
      until all Registrable Securities included therein have been sold if the
      registration is filed on Form S-3 or any similar successor form).

     

    (b)    Prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection with such registration statement
      as may be necessary to comply with the provisions of the Securities Act with
      respect to the disposition of all securities covered by such registration
      statement.

     

    (c)    Furnish
      to each participating Registration Rights Holder such number of copies of a
      prospectus, including a preliminary prospectus, in conformity with the
      requirements of the Securities Act, and such other documents as such
      Registration Rights Holder may reasonably request in order to facilitate the
      disposition of the Registrable Securities owned by the Registration Rights
      Holder that are included in such registration.

     

    (d)    Use
      its
      reasonable efforts to register and qualify the securities covered by such
      registration statement under such other securities or “blue sky” laws of such
      jurisdictions as shall be reasonably requested by any participating Registration
      Rights Holder, provided that HAUSA shall not be required in connection therewith
      or as a condition thereto to qualify to do business or to file a general consent
      to service of process in any such states or jurisdictions.

     

    (e)    In
      the
      event of any underwritten public offering, enter into and perform its
      obligations under an underwriting agreement, in usual and customary form, with
      the managing underwriter(s) of such offering. Each Registration Rights Holder
      participating in such underwriting hereby agrees to also enter into and perform
      its obligations under such an agreement.

     

    (f)    Notify
      the participating Registration Rights Holders (at any time when a prospectus
      relating to such registration statement is required to be delivered under the
      Securities Act) of the happening of any event as a result of which the
      prospectus included in such registration statement, as then in effect, includes
      an untrue statement of a material fact or omits to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading in the light of the circumstances then existing. HAUSA will use
      reasonable efforts to amend or supplement such prospectus in order to cause
      such
      prospectus not to include any untrue statement of a material fact or omit to
      state a material fact required to be stated therein or necessary to make the
      statements therein not misleading in light of the circumstances then
      existing.

     

    
      
         

      

      
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    (g)    Cause
      all
      Registrable Securities registered pursuant hereunder to be listed on each
      securities exchange or trading system on which similar securities issued by
      HAUSA are then listed.

     

    3.4    Furnish
      Information.
      It
      shall be a condition precedent to the obligations of HAUSA to take any action
      pursuant to Section 3.3 that the Registration Rights Holders shall furnish
      to
      HAUSA such information regarding Registration Rights Holders, the Registrable
      Securities held by them, and the intended method of disposition of such
      securities as shall be required to timely effect the registration of their
      Registrable Securities.

     

    3.5    Delay
      in Registration.
      No
      Registration Rights Holder shall have any right to obtain or seek an injunction
      restraining or otherwise delaying any such registration as the result of any
      controversy that might arise with respect to the interpretation or
      implementation of this Section 3.

     

    3.6    Indemnification.
      In the
      event any Registrable Securities are included in a registration statement under
      Section 3.2:

     

    (a)    By
      HAUSA.
      To the
      extent permitted by law, HAUSA shall indemnify and hold harmless each of the
      participating Registration Rights Holders and each of its partners, members,
      directors, officers and shareholders, any underwriter (as defined in the
      Securities Act) for any such Registration Rights Holder and each person, if
      any,
      who controls any such Registration Rights Holder or underwriter within the
      meaning of the Securities Act or the Securities Exchange Act of 1934, as
      amended, (the “1934
      Act”)
      (collectively, “Registration
      Rights Holder Indemnitees”),
      against any losses, claims, damages, or liabilities (joint or
      several) to
      which
      they (or any of them) may become subject under the Securities Act, the 1934
      Act
      or other federal or state law, insofar as such losses, claims, damages, or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any
      of the following statements, omissions or violations (collectively a
“Violation”):

     

    (i)    any
      untrue statement or alleged untrue statement of a material fact contained in
      such registration statement, including any preliminary prospectus or final
      prospectus contained therein or any amendments or supplements
      thereto;

     

    (ii)    the
      omission or alleged omission to state therein a material fact required to be
      stated therein, or necessary to make the statements therein not misleading;
      or

     

    (iii)    any
      violation or alleged violation by HAUSA of the Securities Act, the 1934 Act,
      any
      federal or state securities law or any rule or regulation promulgated under
      the
      Securities Act, the 1934 Act or any federal or state securities law in
      connection with the offering covered by such registration
      statement;

     

    
      
         

      

      
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    and
      HAUSA
      will reimburse each of the Registration Rights Holder Indemnitees for any legal
      or other expenses reasonably incurred by them, as incurred, in connection with
      investigating or defending any such loss, claim, damage, liability or action;
      provided,
      however,
      that
      the indemnity agreement contained in this Section 3.6(a) shall not apply to
      amounts paid in settlement of any such loss, claim, damage, liability or action
      if such settlement is effected without the consent of HAUSA (which consent
      shall
      not be unreasonably withheld, delayed or conditioned), nor shall HAUSA be liable
      in any such case for any such loss, claim, damage, liability or action to the
      extent that it arises out of or is based upon a Violation which occurs in
      reliance upon and in conformity with written information furnished expressly
      for
      use in connection with such registration by any Registration Rights Holder
      Indemnitees, including without limitation, any information furnished by the
      participating Registration Rights Holders to HAUSA pursuant to Section 3.4
      hereof.

    


    (b)    By
      the
      Participating Registration Rights Holders.
      To the
      extent permitted by law, each participating Registration Rights Holder will
      indemnify and hold harmless HAUSA, each of its directors, each of its officers
      who have signed the registration statement, and each person, if any, who
      controls HAUSA within the meaning of the Securities Act or the 1934 Act
      (collectively, “Company
      Indemnitees”),
      against any losses, claims, damages or liabilities (joint or several) to which
      HAUSA or any such Company Indemnitee may become subject under the Securities
      Act, the 1934 Act or other federal or state law, but only insofar as such
      losses, claims, damages or liabilities (or actions in respect thereto) arise
      out
      of or are based upon any Violation, in each case to the extent (and only to
      the
      extent) that such Violation occurs in reliance upon and in conformity with
      written information furnished by such participating Registration Rights Holder
      expressly for use in connection with such registration, including without
      limitation, any information furnished by such participating Registration Rights
      Holder to HAUSA pursuant to Section 3.4 hereof; and such participating
      Registration Rights Holder will reimburse any legal or other expenses reasonably
      incurred by HAUSA or any such Company Indemnitee as incurred in connection
      with
      investigating or defending any such loss, claim, damage, liability or action;
      provided,
      however,
      that
      the indemnity agreement contained in this Section 3.6(b) shall not apply to
      amounts paid in settlement of any such loss, claim, damage, liability or action
      if such settlement is effected without the consent of such participating
      Registration Rights Holder which consent shall not be unreasonably withheld,
      delayed or conditioned; and provided
      further,
      that
      the total amounts payable in indemnity by any participating Registration Rights
      Holder under this Section 3.6(b) in respect of any Violation shall not
      exceed the net proceeds received by such participating Registration Rights
      Holder in the registered offering out of which such Violation
      arises.

     

    (c)    Notice.
      Promptly after receipt by an indemnified party under this Section 3.6 of
      notice of the commencement of any action (including any governmental action),
      such indemnified party will, if a claim in respect thereof is to be made against
      any indemnifying party under this Section 3.6, deliver to the indemnifying
      party a written notice of the commencement thereof and the indemnifying party
      shall have the right to participate in, and, to the extent the indemnifying
      party so desires, jointly with any other indemnifying party similarly noticed,
      to assume the defense thereof with counsel mutually satisfactory to the parties;
      provided,
      however,
      that an
      indemnified party shall have the right to retain its own counsel, with the
      fees
      and expenses to be paid by the indemnifying party, if representation of such
      indemnified party by the counsel retained by the indemnifying party would be
      inappropriate due to actual or potential conflict of interests between such
      indemnified party and any other party represented by such counsel in such
      proceeding. The failure to deliver written notice to the indemnifying party
      within a reasonable time of the commencement of any such action, if prejudicial
      to its ability to defend such action, shall relieve such indemnifying party
      of
      any liability to the indemnified party under this Section 3.6, but the
      omission so to deliver written notice to the indemnifying party will not relieve
      it of any liability that it may have to any indemnified party otherwise than
      under this Section 3.6.

     

    
      
         

      

      
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    (d)    Defect
      Eliminated in Final Prospectus.
      The
      foregoing indemnity agreements of HAUSA and the participating Registration
      Rights Holders are subject to the condition that, insofar as they relate to
      any
      Violation made in a preliminary prospectus but eliminated or remedied in the
      amended prospectus on file with the SEC at the time the registration statement
      in question becomes effective or the amended prospectus filed with the SEC
      pursuant to SEC Rule 424(b) (the “Final
      Prospectus”),
      such
      indemnity agreement shall not inure to the benefit of any person if a copy
      of
      the Final Prospectus was furnished to the indemnified party and was not
      furnished to the person asserting the loss, liability, claim or damage at or
      prior to the time such action is required by the Securities Act.

     

    (e)    Contribution.
      If the
      indemnification provided for in this Section 3.6 is held by a court of competent
      jurisdiction to be unavailable to an indemnified party with respect to any
      loss
      or expense referred to herein, then the indemnifying party, in lieu of
      indemnifying the indemnified party, shall contribute to the amount paid or
      payable by such indemnified party with respect to such loss or expense in the
      proportion that is appropriate to reflect the relative fault of the indemnifying
      party and the indemnified party in connection with the statements or omissions
      that resulted in such loss or expense, as well as any other relevant equitable
      considerations. The relative fault of the indemnifying party and the indemnified
      party shall be determined by reference to, among other things, whether the
      untrue or alleged untrue statement of material fact or the omission to state
      a
      material fact relates to information supplied by the indemnifying party or
      by
      the indemnified party, and the parties’ relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or omission.
      In
      any such case, (A) no such Registration Rights Holder will be required to
      contribute any amount in excess of the net proceeds received from all such
      Registrable Securities offered and sold by such Registration Rights Holder
      pursuant to such registration statement; and (B) no person or entity guilty
      of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) will be entitled to contribution from any person or entity
      who
      was not guilty of such fraudulent misrepresentation.

     

    (f)    Conflict
      with Underwriting Agreement.
      Notwithstanding the foregoing, to the extent that the provisions on
      indemnification and contribution contained in any underwriting agreement entered
      into in connection with an underwritten public offering are in conflict with
      the
      foregoing provisions, the provisions in the underwriting agreement will
      control.

     

    
      
         

      

      
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    (g)    Survival.
      The
      obligations of HAUSA and the participating Registration Rights Holders under
      this Section 3.6 shall survive the completion or termination of any
      offering of Registrable Securities in a registration statement.

     

    3.7    Rule
      144 Reporting.
      With a
      view to making available the benefits of certain rules and regulations of the
      Commission which may at any time permit the sale of the Registrable Securities
      to the public without registration, HAUSA agrees to:

     

    (a)    Make
      and
      keep public information concerning HAUSA available, as those terms are
      understood and defined in Rule 144 under the Securities Act;

     

    (b)    Use
      reasonable, diligent efforts to file with the Commission in a timely manner
      all
      reports and other documents required of HAUSA under the Securities Act and
      the
      1934 Act (at any time after it has become subject to such reporting
      requirements); and

     

    (c)    So
      long
      as a Registration Rights Holder owns Registrable Securities, to furnish to
      such
      Registration Rights Holder upon request such information as the holder may
      reasonably request in availing itself of any rule or regulation of the
      Commission allowing a Registration Rights Holder to sell any such securities
      without registration.

     

    3.8    Assignment.
      Notwithstanding anything herein to the contrary, the registration rights of
      the
      Registration Rights Holders under Section 3 hereof may be assigned only to
      a party who acquires at least 200,000 shares of Registrable Securities,
provided,
      however
      that no
      party may be assigned any of the foregoing rights unless HAUSA is given written
      notice by the assigning party at the time of such assignment stating the name
      and address of the assignee and identifying the securities of HAUSA as to which
      the rights in question are being assigned; and provided further
      that any
      such assignee shall receive such assigned rights subject to all the terms and
      conditions of this Agreement.

     

    4.    “MARKET
      STAND-OFF” AGREEMENT. Each
      Holder has previously entered into a “market stand-off agreement” with Arbios,
      either in the Investors’ Rights Agreement or in a stock purchase agreement.
      Arbios and the Holders hereby agree that all such existing market stand-off
      agreements shall terminate and become ineffective if and when the Merger is
      closed. 

     

    The
      parties hereto agree to the following market stand-off provisions, which
      provisions shall become effective if and when the Merger is closed. Each Holder
      hereby agrees that it shall not, to the extent requested by HAUSA or an
      underwriter of securities of HAUSA, sell, make any short sale of, loan, grant
      any option for the purchase of, or otherwise transfer or dispose of any Common
      Stock or other shares of stock of HAUSA then owned by such Holder (other than
      to
      transferees or partners of the Holder who agree to be similarly bound) for
      such
      period of time beginning on the date such Holder is notified in writing by
      HAUSA
      or the representative of the underwriters of HAUSA’s Common Stock that HAUSA
      proposes to file a registration statement under the Securities Act and ending
      on
      the date specified by HAUSA or the representatives of such underwriters, such
      period not to exceed ninety (90) days following the effective date of the
      registration statement of HAUSA filed under the Securities Act; provided,
      however,
      that
      (i) all executive officers and directors of HAUSA then holding Common Stock
      and
      (ii) each stockholder of HAUSA holding in the aggregate at least one percent
      (1%) of the total equity of HAUSA, enter into similar agreements.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    In
      order
      to enforce the foregoing covenant, HAUSA shall have the right to place
      restrictive legends on the certificates representing the shares subject to
      this
      Section and to impose stop transfer instructions with respect to the Common
      Stock and such other shares of stock of each Holder (and the shares or
      securities of every other person subject to the foregoing restriction) until
      the
      end of such period. Each Holder further agrees to enter into any agreement
      reasonably required by the underwriters to implement the foregoing within any
      reasonable timeframe so requested.

     

    5.    AMENDMENT
      OF FOUNDER’S AGREEMENTS; VESTING OF STOCK
      Arbios
      and the Holders hereby agree that the Repurchase Option and the Right of First
      Refusal (as such terms are defined in the Founder’s Agreements) shall be
      terminated effective immediately prior to the effectiveness of the Merger.
      Accordingly, the parties to this Agreement hereby agree that, effective
      immediately prior to the Merger, (i) the vesting periods of all of the shares
      of
      Arbios common stock owned by each of the Founders (or their assignees) shall
      be
      accelerated and all such shares shall become fully Vested Shares (as defined
      in
      the Founder’s Agreements), (ii) the Repurchase Option and the Right of First
      Refusal, and all of the other provisions of Sections 5 and 6 of the Founder’s
      Agreements, shall become null and void and shall be deemed to be deleted from
      those agreements, and (iii) Arbios, as the Escrow Holder, shall release any
      of
      the Founders’ shares then held in escrow pursuant to the Founder’s Agreements.
      The parties to this Agreement further agree that the certificates representing
      the Common Stock issuable to the Founders following the Merger shall not bear
      any legend referring to the Repurchase Option and the Right of First
      Refusal.

     

    6.    TERMINATION
      This
      Agreement shall automatically terminate in the event that the Merger has not
      been consummated on or before October 31, 2003.

     

    7.    MISCELLANEOUS

     

    7.1    Entire
      Agreement Superseding Prior Agreements.
      This
      Agreement constitutes and contains the entire agreement and understanding of
      the
      parties with respect to the subject matter hereof and supersedes any and all
      prior negotiations, correspondence, agreements, understandings, duties or
      obligations, both written or oral, between the parties with respect to the
      subject matter hereof. Specifically, this Agreement amends, restates and
      supersedes in whole the Existing Stockholders’ Agreement and the Investors’
Rights Agreement.

     

    7.2    Amendments
      of Rights and Waivers.
      Any
      provision of this Agreement may be amended, and the observance thereof may
      be
      waived (either generally or in a particular instance and either retroactively
      or
      prospectively), only with the written consent of Arbios, HAUSA and Registration
      Rights Holders holding at least 50% of the then Registrable Securities then
      outstanding. Notwithstanding the foregoing, however, in the event that any
      proposed amendment or waiver of any provision of this Agreement adversely
      affects the rights or remedies of the Junior Preferred Investor, then such
      amendment or waiver shall also require the written consent of the Junior
      Preferred Investor.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    7.3    Successors
      And Assigns.
      Subject
      to the provisions of Section 4 hereof, the terms and conditions of this
      Agreement shall inure to the benefit of, and shall be binding upon, the
      respective successors and permitted assigns of the parties hereto.

     

    7.4    Governing
      Law.
      This
      Agreement shall be governed by and construed exclusively in accordance with
      the
      internal laws of the State of Delaware as applied to agreements among Delaware
      residents entered into and to be performed entirely within Delaware excluding
      that body of law relating to conflict of laws and choice of law.

     

    7.5    Severability.
      If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, such provision(s) shall be excluded from this Agreement and
      the
      balance of the Agreement shall be interpreted as if such provision(s) were
      so
      excluded and shall be enforceable in accordance with its terms.

     

    7.6    Notices.
      Unless
      otherwise provided, any notice required or permitted under this Agreement shall
      be given in writing and shall be deemed effectively given upon personal delivery
      to the party to be notified or five (5) days after deposit with the United
      States Post Office by registered or certified mail, postage prepaid and
      addressed as follows: (i) If to the Holders, at their addresses indicated on
      signature page of this Agreement; and (ii) if to HAUSA (after the Merger),
      at
      its principal executive offices, or (iii) in each case at such other address
      as
      any party may designate by giving ten (10) days advance written notice to all
      other parties.

     

    7.7    Headings.
      The
      headings or captions to sections used in this Agreement are used for convenience
      only and are not to be considered in construing or interpreting this
      Agreement.

     

    7.8    Costs
      and Attorneys’ Fees.
      If any
      action at law or in equity is instituted concerning or arising out of this
      Agreement or any transaction contemplated hereunder, the prevailing party shall
      recover all of such party's costs and reasonable attorneys' fees and
      disbursements incurred in each such action, including any and all appeals or
      petitions therefrom, in addition to any other relief to which such party may
      be
      entitled.

     

    7.9    Third
      Parties.
      Nothing
      in this Agreement, express or implied, is intended to confer upon any person,
      other than the parties hereto and their successors and assigns, any rights
      or
      remedies under or by reason of this Agreement.

     

    7.10    Adjustments
      for Stock Splits, Etc.
      Wherever in this Agreement there is a reference to a specific number of shares
      of Common Stock of HAUSA of any class or series, then, upon the occurrence
      of
      any subdivision, combination or stock dividend of such class or series of stock,
      the specific number of shares so referenced in this Agreement shall
      automatically be proportionally adjusted to reflect the effect on the
      outstanding shares of such class or series of stock by such subdivision,
      combination or stock dividend.

     

    7.11    Aggregation
      of Stock.
      All
      shares held or acquired by affiliated entities or persons shall be aggregated
      together for the purpose of determining the availability of any rights under
      this Agreement.

     

    7.12    Counterparts.
      This
      Agreement may be executed in two or more counterparts, and signature pages
      may
      be delivered by facsimile, each of which shall be deemed an original, but all
      of
      which together shall constitute one and the same instrument.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the Holders, Arbios and HAUSA have caused this OMNIBUS
      STOCKHOLDERS’ AGREEMENT to be duly executed as of the date first written
      above.

     

    
      	
              /s/
                Achilles A. Demetriou, M.D., Ph.D.
                
                

              

              Achilles
                A. Demetriou, M.D., Ph.D., as 

              Trustee
                of the A&K Demetriou Family Trust

              created
                on November 13, 2000

              2331
                Buckingham Lane

              Los
                Angeles, California 90077

               

            	
              /s/
                Kristin P. Demetriou
                
                

              

              Kristin
                P. Demetriou, as Trustee

              of
                the A&K Demetriou Family Trust

              created
                on November 13, 2000

              2331
                Buckingham Lane2331
                Buckingham Lane

              Los
                Angeles, California 90077Los
                Angeles, California 90077

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

              

            	
              /s/
                Joanna Rozga
                
                

              

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

              2385
                Roscomare Road, Unit F-16

              Los
                Angles, California 90077

            	
              Joanna
                Rozga

              2385
                Roscomare Road, Unit F-16

              Los
                Angles, California 90077

            


    

    


     

    
      	
              Arbios
                Technologies, Inc.

               

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

              

              Name:
                Jacek
                Rozga, M.D., Ph.D.

              Title:
                President

            	
              Historical
                Autographs U.S.A., Inc.

               

              By:
                /s/
                Cindy K. Swank
                
                

              

              Name:
                Cindy
                K. Swank

              Title:
                President & Director

            
	 	 
	 	 
	
              Cedars-Sinai
                Medical Center

               

            	
              Spectrum
                Laboratories, Inc.

               

            
	
              By:
                /s/
                Shlomo Melmed, M.D.
                
                

              

              Name: Shlomo
                Melmed, M.D.

              Title: Senior
                Vice President for
                Academic Affairs

            	
              By:
                /s/
                Roy T. Eddleman
                
                

              

              Name: Roy
                T. Eddleman 

              Title:
                Chief Executive Officer

            
	 	 
	
              By:
                /s/
                Edward M. Prunchunas
                
                

              

              Name: Edward
                M. Prunchunas

              Title: Senior
                Vice President for
                Finance and CFO

              Address:   8700
                Beverly Boulevard

              Room
                2211

              Los
                Angeles, CA 90048-1865

            	
              c/o
                Roy T. Eddleman

              18617
                Broadwick Street

              Rancho
                Dominguez, California 90220

               

            


    

     

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    SCHEDULE
      A

     

    
      	
              NAME
                OF REGISTRATION

              RIGHTS
                HOLDERS

            	
              NUMBER
                OF SHARES

              OF
                COMMON STOCK

              OWNED
                IMMEDIATELY AFTER THE MERGER

            
	
              Achilles
                A. Demetriou, M.D., Ph.D, and Kristin P. Demetriou, as Trustees of
                the A
                & K Demetriou Family Trust

            	
              2,500,000

            
	
              Jacek
                Rozga, M.D., Ph.D. and Joanna Rozga

            	
              2,500,000

            
	
              Cedars-Sinai
                Medical Center

            	
              681,818

            
	
              .

            	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


    

    


     

    
      
         

      

        13