**Exhibit 10.2**

VCU Intellectual Property Foundation 

500,000 

5/22/08-5/22-13 

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVEBEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIESACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT. 

**COMMON STOCK PURCHASE WARRANT**

To Purchase 500,000 Shares of Common Stock of

**SYNTHETIC BLOOD INTERNATIONAL, INC.**

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, VCU Intellectual Property Foundation (the “Holder”), is entitled, upon the terms and subject tothe limitations on exercise and the conditions hereinafter set forth, at any time on or prior to May 22, 2013 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Synthetic Blood International, Inc.,a New Jersey corporation (the “Company”), up to 500,000 shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one shareof Common Stock (the “Exercise Price”) under this Warrant shall be $0.42. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. 

1. Title to Warrant. Prior to the Termination Date and subject to compliance with applicable laws and Section 7 of this Warrant, this Warrantand all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properlyendorsed. The transferee shall sign an investment letter in form and substance reasonably satisfactory to the Company. 

2. Authorizationof Shares. The Company covenants that all Warrant Shares that may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validlyissued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). 

3. Exercise of Warrant. 

(a) Exercise ofthe purchase rights represented by this Warrant may be made at any time or times on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office oragency of the Company as it may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Company); provided, however, said exercise will be void and of no effect if the Holder does not surrender thisWarrant to the Company and the Company does not receive payment of the aggregate Exercise Price 

 

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VCU Intellectual Property Foundation 

500,000 

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of the shares purchased by wire transfer or cashier’s check drawn on a United States bank on or before the fifth day following the date notice ofexercise is delivered to the Company. Certificates for shares purchased hereunder shall be delivered to the Holder within 3 Trading Days from the delivery to the Company of the notice of exercise, surrender of this Warrant and payment of theaggregate Exercise Price as set forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to havebeen issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes as of the date the Warrant has been exercised by payment to the Company of the ExercisePrice and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of the Warrant shares. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Sharespursuant to this Section 3(a) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise. 

(b)If this Warrant shall have been exercised in part, the Company shall deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respectsbe identical with this Warrant. 

4. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional sharesshall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal tosuch fraction multiplied by the Exercise Price. 

5. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shallbe made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in thename of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant whensurrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidentalthereto. 

6. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timelyexercise of this Warrant, pursuant to the terms hereof. 

7. Transfer, Division and Combination. 

(a) Subject to compliance with any applicable securities laws and the conditions set forth in Sections 1 and 7(e) hereof, this Warrant and all rightshereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or itsagent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of theassignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly becancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. 

(b) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which newWarrants are to be issued, signed by the Holder or its agent or attorney. 

 

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VCU Intellectual Property Foundation 

500,000 

5/22/08-5/22-13 

 

Subject to compliance with Section 7(a), as to any transfer which may be involved in such division or combination, the Company shall execute and delivera new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. 

(c) TheCompany shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7. 

(d) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants. 

(e) In connection with any transfer of this Warrant the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion ofcounsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable statesecurities or blue sky laws, and (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company. 

8. No Rights as Shareholder until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of theCompany prior to the exercise hereof. 

9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receiptby the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or securityreasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant orstock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate. 

10. Saturdays,Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may beexercised on the next succeeding day not a Saturday, Sunday or legal holiday. 

11. Adjustments of Exercise Price and Number of WarrantShares. 

(a) Stock Splits, etc. The number and kind of securities purchasable upon the exercise of this Warrant and the ExercisePrice shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of itsoutstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue anyshares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kindand number of Warrant Shares or other securities of the Company that it would have owned or have been entitled to receive had this Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or othersecurities of the Company that are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other securityobtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing 

 

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VCU Intellectual Property Foundation 

500,000 

5/22/08-5/22-13 

 

by the number of Warrant Shares or other securities of the Company that are purchasable pursuant hereto immediately after such adjustment. An adjustment madepursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. No adjustment of the Exercise Price shall be made in an amount of less than 1% of theExercise Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with anyadjustments so carried forward, shall amount to not less than 1% of such Exercise Price. 

(b) Reorganization, Reclassification, Merger,Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is achange in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification,merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription orpurchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of Common Stock of the Company, then the Holder shall havethe right thereafter to receive upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result ofsuch reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization,reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition ofthis Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of theCompany) in order to provide for adjustments of Warrant Shares for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11(b). For purposes of thisSection 11(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class that is not preferred as to dividends or assets over any other class of stock of such corporation and that isnot subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or thehappening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11(b) shall similarly apply to successive reorganizations, reclassifications, mergers,consolidations or disposition of assets. 

(c) Voluntary Adjustment by the Company. The Company may at any time during the term ofthis Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company. 

(d) Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, as hereinprovided, the Company shall give notice thereof to the Holder, which notice shall state the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (andother securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. 

 

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VCU Intellectual Property Foundation 

500,000 

5/22/08-5/22-13 

 

(e) Notice of Corporate Action. If at any time: 

(i) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or otherdistribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or 

(ii) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of theCompany or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation or, 

(iii) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; 

then, in any one or more of such cases, the Company shall give to Holder (i) at least 20 days’ prior written notice of the date on which a record date shall beselected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case ofany such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 20 days’ prior written notice of the date when the same shall take place. Such notice in accordancewith the foregoing clause also shall specify (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such dividend,distribution or right, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place andthe time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their Warrant Shares for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Eachsuch written notice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with Section 13(d). Failure to provide any notice called for by this Section13(d) shall not affect the validity or effectiveness of any action or transaction for which notice was not given. 

12. AuthorizedShares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise ofany purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessarycertificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein withoutviolation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. 

13.Miscellaneous. 

(a) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of thisWarrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New Jersey, without regard to the principles of conflicts of law thereof. 

 

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VCU Intellectual Property Foundation 

500,000 

5/22/08-5/22-13 

 

(b) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exerciseof this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws. 

(c) Nonwaiver andExpenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding all rightshereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall besufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any ofits rights, powers or remedies hereunder. 

(d) Notices. Any notice, request or other document required or permitted to be given ordelivered all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice orcommunication is delivered via facsimile and receipt is confirmed by telephone, (b) the second business day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (c) upon actual receipt by theparty to whom such notice is required to be given. The Holder’s address for such notices and communications shall be the address of Holder as it appears in the books and records of the Company. 

(e) Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase WarrantShares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company orby creditors of the Company. 

(f) Remedies. Holder, in addition to being entitled to exercise all rights granted by law, includingrecovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of thisWarrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. 

(g)Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permittedassigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares. 

(h) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(i) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective andvalid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of suchprovisions or the remaining provisions of this Warrant. 

(j) Headings. The headings used in this Warrant are for the convenience ofreference only and shall not, for any purpose, be deemed a part of this Warrant. 

 

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VCU Intellectual Property Foundation 

500,000 

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto dulyauthorized. 

Dated: June 5, 2008 

 
**SYNTHETIC BLOOD INTERNATIONAL, INC.**By:   Name: Richard Kiral Title: President/COO
 

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VCU Intellectual Property Foundation 

500,000 

5/22/08-5/22-13 

 

**NOTICE OF EXERCISE**

 
To:Synthetic Blood International, Inc. 
(1) The undersignedhereby elects to purchase              Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of theexercise price in full, together with all applicable transfer taxes, if any. 

(2) Please issue a certificate or certificates representingsaid Warrant Shares in the name of the undersigned or in such other name as is specified below: 

 
        
The Warrant Shares shall be delivered to the following: 

 
                        
(3) Accredited Investor. The undersigned is an “accredited investor” as definedin Regulation D under the Securities Act of 1933, as amended. 

 
[PURCHASER]By:  Name: Title: Dated:  
 

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VCU Intellectual Property Foundation 

500,000 

5/22/08-5/22-13 

 

**ASSIGNMENT FORM**

(To assign the foregoing warrant, execute 

this form and supply required information. 

Do not use this form to exercise the warrant.) 

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to 

 
  whose address is
 

 

 

 

 
Dated:                                             ,             Holder’s Signature:   Holder’s Address:       
Signature Guaranteed:                                                                                

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any changewhatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. 

 

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