**EXHIBIT 4.2**

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATIONUNDER 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 SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALLBE REASONABLY ACCEPTABLE TO THE COMPANY. IF THIS WARRANT IS ISSUED IN RELIANCE ON REGULATION S, NO OFFER OR SALE OF THIS WARRANT, OR ANY SECURITIES UNDERLYING THIS WARRANT AND NO EXERCISE OF THIS WARRANT CAN BE MADE WITHOUT COMPLIANCE WITH THEAPPLICABLE PROVISIONS OF RULE 903 OF REGULATION S. 

**COMMON STOCK PURCHASE WARRANT**

To Purchase              Shares of Common Stock of 

**SYNTHETIC BLOOD INTERNATIONAL INC.**

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,                      (the“Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior tothe close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Synthetic Blood International Inc., a New Jersey corporation (the“Company”), up to                      shares (the “Warrant Shares”) of Common Stock, par value $0.01 pershare, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). 

Section 1. Definitions. For the purposes hereof, the following terms shall have the following meanings: 

“Alternate Consideration” shall have the meaning set forth in Section 3(d). 

“Base Share Price” shall have the meaning set forth in Section 3(b). 

“Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the UnitedStates or a day on which banking institutions in the State of California are authorized or required by law or other government action to close. 

“Common Stock” means the common stock, par value $0.01 per share, of theCompany and stock of any other class of securities into which such securities may hereafter have been reclassified or changed into. 

“Common Stock Equivalents” means all shares of Common Stock or any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock (including without limitation, any debt, preferredstock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), whether by operation of purchase price adjustments, reset provisions,floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which is issued in connection with such issuance, at an effective price per share which is less than the Exercise Price then in effect. Ifthe Company issues any securities convertible or exchangeable into Common Stock, the maximum number of shares of Common Stock issuable thereunder shall be deemed to be Common Stock Equivalents issued as of the time of such issue, if theconsideration per share of such Common Stock Equivalents (as hereinafter determined) is less than the Exercise Price then in effect. Common Stock Equivalents, however, shall not include Exempt Issuances. 

“Dilutive Issuance” shall have the meaning set forth in Section 3(b). 

“Dilutive Issuance Notice” shall have the meaning set forth in Section 3(b). 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgatedthereunder. 

“Exempt Issuance” means the issuance of (a) shares of Common Stock or options toemployees, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employeedirectors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities and/or securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on thedate of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of any such securities,(c) securities upon the exercise or exchange of or conversion of any securities of like form and tenor to the Securities issued by the Company on or before March 31, 2008, (d) securities issued pursuant to acquisitions or strategictransactions, provided any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in additionto the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and (e) any warrant orother security issued or issuable to Aventis Invest Ltd. or Horizon Finance Capital Group, Ltd. 

“Exercise Price” shall have the meaning set forth in Section 2(b).

“Fundamental Transaction” shall have the meaning set forth in Section 3(d). 

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, jointventure, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 

“Securities” means all of the Company’s Convertible Notes due January 2013, the shares issuable on conversion of theConvertible Notes due January 2013, all of the Warrants issued by the Company in connection with the offering of the Convertible Notes due January 2013, and the shares issuable upon exercise of such Warrants. 

“Trading Day” means a day on which the Common Stock is traded on any of the Nasdaq Stock Market, the American StockExchange, the New York Stock Exchange, or the OTC Bulletin Board. 

“Warrant Share Delivery Date” shall havethe meaning set forth in Section 2(d). 

Section 2. Exercise. 

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any timeor times on or after the Initial Exercise Date and 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 or agency of the Company as it maydesignate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company); provided, however, within 5 Trading Days of the date said Notice of Exercise Form is delivered to theCompany, the Holder shall have surrendered this Warrant to the Company and the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United Statesbank. 

b) Exercise Price. The exercise price of the Common Stock under this Warrant shall be $0.247, subject toadjustment hereunder (the “Exercise Price”). 

c) Cashless Exercise. If at any time after one year from the date of issuance ofthis Warrant there is not, as required by the terms hereof, an effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised at such timeby means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: 

 
 (A)= the closing bid price on the Trading Day immediately preceding the date of such election; 
 
 (B)= the Exercise Price of this Warrant, as adjusted; and 
 
 (X)= the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.
d) Mechanics of Exercise. 

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

ii. Delivery ofCertificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by physical delivery to the address specified by the Holder in the Notice of Exercise within 3Trading Days from the delivery to the Company of all of (A) the Notice of Exercise Form, (B) surrender of this Warrant, and (C) the date payment of the aggregate Exercise Price as set forth above made by wire transfer is credited tothe Company’s account or the date (or if such date is not a Trading Day, the next Trading Day) on which the Company receives a cashier’s check drawn on a United States bank (“Warrant Share Delivery Date”). The WarrantShares shall be deemed to have been 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 paymentto the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vii) prior to the issuance of such shares, have been paid. The Company shall, if available and if allowed under applicablesecurities laws, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Corporation or another established clearing corporationperforming similar functions. 

iii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercisedin part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by thisWarrant, which new Warrant shall in all other respects be identical with this Warrant. 

iv. Rescission Rights. If the Company fails to cause its transfer agent totransmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 2(e)(iv) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise. 

v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise ofthis 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 to such fraction multiplied by theExercise Price. 

vi. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made withoutcharge 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 the name of theHolder 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 when surrendered forexercise 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 incidental thereto.

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

Section 3. Certain Adjustments. 

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (A) pays a stock dividend orotherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued bythe Company pursuant to this Warrant), (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number ofshares, or (D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares ofCommon Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable uponexercise of this 

Warrant shall be proportionately adjusted. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record datefor the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. 

b) Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding,shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock orCommon Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a“Dilutive Issuance”), as adjusted hereunder (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion,exercise or exchange prices or otherwise, or due to warrants, options or rights per share which is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the ExercisePrice, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then, the Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Sharesissuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustmentshall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify theHolder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or of applicable reset price, exchange price,conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon theoccurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price inthe Notice of Exercise. 

c) Pro Rata Distributions. If the Company, at any time prior to the Termination Date, shalldistribute to all holders of Common Stock (and not to Holders of the Warrants) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock(which shall be subject to Section 3(b)), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receivesuch distribution by a fraction of which the denominator shall be the Closing Price determined as of the record date mentioned above, and of which the numerator shall be such Closing Price on such record date less the then per share fair marketvalue at such record date of the portion of such 

assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in goodfaith. In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustmentshall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. 

d) Fundamental Transaction. If, at any time while this Warrant is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all orsubstantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender orexchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged forother securities, cash or property (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuableupon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, (a) upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of theCompany, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets bya Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b) if the Company is acquired in an all cash transaction, cash equal to the value of this Warrant as determined inaccordance with the Black-Scholes option pricing formula. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of AlternateConsideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of anydifferent components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to theAlternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such FundamentalTransaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration. The terms of any agreement pursuant to which a FundamentalTransaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 3(d) and insuring that this Warrant (or any such replacement security) will be similarly adjusted uponany subsequent transaction analogous to a Fundamental Transaction. 

e) Calculations. All calculations under this Section 3 shall be made to thenearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of CommonStock (excluding treasury shares, if any) issued and outstanding. 

f) Voluntary Adjustment By Company. The Companymay at any time during the term of this 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. 

g) Notice to Holders. If (A) the Company shall declare a dividend (or any other distribution) on the Common Stock;(B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase anyshares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is aparty, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company shall authorize the voluntaryor involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a recordis not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock forsecurities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall notaffect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise this Warrant during the 20-day period commencing on the date of such notice to the effective date of the event triggering suchnotice. 

Section 4. Transfer of Warrant. 

a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Sections 5(a) and4(d) hereof, this Warrant and all rights hereunder 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 attachedhereto duly executed by the Holder or its agent 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 newWarrant or 

Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to theassignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a newWarrant issued. 

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentationhereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a),as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. 

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or anydistribution to the Holder, and for all other purposes, absent actual notice to the contrary. 

d) TransferRestrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act andunder applicable state securities or blue sky laws, 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 of counsel(which opinion shall be in form, substance and scope acceptable to counsel for the Company) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities 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. 

Section 5. Miscellaneous. 

a) Title to Warrant. Prior to the Termination Date and subjectto compliance with applicable laws and Section 4 of this Warrant, this Warrant and 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, uponsurrender of this Warrant together with the Assignment Form annexed hereto properly endorsed. The transferee shall sign an investment letter in form and substance reasonably satisfactory to the Company. 

b) No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as ashareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price (or by means of a cashless exercise), the Warrant Shares so purchased shall be and be deemed to be issued tosuch Holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment. 

c) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants thatupon receipt by 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 orsecurity reasonably 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 newWarrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate. 

d) 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 takenor such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday. 

e) AuthorizedShares. 

Prior to September 30, 2008, the Company shall take all action required by law to submit to theshareholders of the Company a proposal to amend the Company’s articles of incorporation to increase the number of authorized shares of Common Stock by such amount as is necessary to reserve for issuance the maximum aggregate number of WarrantShares then issued or potentially issuable in the future upon the exercise of 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 without violation ofany applicable law or regulation, or of any requirements of the trading market upon which the Common Stock may be listed. 

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets,consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying outof all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will(a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that theCompany may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any publicregulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. 

Before taking any action which would result in an adjustment in the number of WarrantShares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdictionthereof. 

f) Registration of Warrant Shares. The Company shall file a registration statement with the Securities andExchange Commission (the “Commission”) under the Securities Act for the purpose of registering on or before January 9, 2009, resale of the Warrant Shares, and shall use its best efforts to keep such registration statement continuouslyeffective under the Securities Act until all such shares covered by such registration statement have been sold or the Warrant Shares (or the Warrant Shares issuable through exercise under Section 2(c)) may be sold without restriction pursuantto Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect. The Company shall not be obligated to file a registration statement with respect to any Warrant Shares that have been sold or any WarrantShares (or Warrant Shares issuable through exercise under Section 2(c)) may be sold without restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect. If: (i) aregistration statement is not effective with respect to any Warrant Shares the Company is obligated to register for resale on or before the date specified above; or (ii) after the effective date a registration statement ceases for any reason toremain continuously effective for all Warrant Shares for which it is required to be effective, or the Holder is not permitted to utilize the prospectus therein to resell such shares for 20 consecutive trading days, but no more than an aggregate of40 trading days during any 12-month period (which need not be consecutive trading days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) the date on which such Event occurs, or forpurposes of clause (ii) the date on which such 20 or 40 trading day period, as applicable, is exceeded being referred to as “Event Date”), then within 10 days following each such Event Date and within 10 days following eachmonthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such monthly anniversary date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages andnot as a penalty, equal to 1.0% of the aggregate market value on the Event Date of the Warrant Shares that are not so registered or cannot be sold under an effective registration statement. The Holder shall provide to the Company in writing allinformation reasonably required by the Company to comply with its disclosure obligations in the registration statement imposed by the Securities Act and the regulations promulgated thereunder. The failure of the Holder for any reason to provide suchinformation at least five Business Days prior to the filing of the registration statement covering the Warrant Shares shall effect a termination of any obligation of the Company to file any registration statement pertaining to the Warrant Shares andthe Company shall have no liability to the Holder with respect to the liquidated damages stated above. 

g) Governing Law. All questions concerning the construction, validity, enforcementand interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party agrees that all legalproceedings concerning the interpretations, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders,employees or agents) shall be commenced in the state and federal courts sitting in the City of Costa Mesa, California (the “California Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of theCalifornia Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and herebyirrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or such California Courts are improper or inconvenient venue for such proceeding. Eachparty hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) tosuch party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any rightto serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant orthe transactions contemplated hereby. If either party shall commence an action or proceeding to enforce any provisions of this Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the other party for itsattorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. 

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

i) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the partof Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails tocomply 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 be sufficient to cover any costs and expenses including, but not limited to, reasonableattorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder. 

j) Notices. Any and all notices or other communications or deliveries to beprovided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service, addressed to the Company, at theaddress set forth above, facsimile number (714) 427-6361, Attn: Robert J. Larsen,. President, or such other address or facsimile number as the Company may specify for such purposes by notice to the Holder delivered in accordance with thisSection. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service addressed to the Holderat the facsimile telephone number or address of such Holder appearing on the books of the Company, or if no such facsimile telephone number or address appears, at the principal place of business of the Holder. Any notice or other communication ordeliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 5:30 p.m.(California time), (ii) the date after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section later than 5:30 p.m. (California time) on any date andearlier than 11:59 p.m. (California time) on such date, (iii) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such noticeis required to be given. 

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and therights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of allHolders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares. 

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

m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibitedby or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant. 

n) Next Business Day. Whenever any delivery, payment or other obligation hereunder shall be due on a day other than a Business Day,such delivery, payment or obligation shall be made or performed on the next succeeding Business Day. 

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

******************** 

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

Dated: January __, 2008 

 
**SYNTHETIC BLOOD INTERNATIONAL INC.**By:   Name: Robert J. Larsen Title: President

**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) Payment shall take the form of (check applicable box):

 ̈ in lawful money of the United States; or 

 ̈ the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth insubsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c). 

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specifiedbelow: 

______________________________________ 

The Warrant Shares shall be delivered to the following: 

______________________________________ 

______________________________________ 

______________________________________ 

(4) Accredited Investor. If Regulation D or Section 4(2) of the Securities Actapplies to this exercise, the undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended. 

(5) Non-US Person. If Regulation S adopted under the Securities Act applies to this exercise, the undersigned certifies it is not a U.S. Person as defined in Regulation S and the undersigned is not exercisingthe Warrant on behalf of a U.S. Person. The undersigned agrees that the Warrant Shares will not be issued unless this exercise is an “offshore transaction” as defined in Regulation S or the Warrant Shares are registered under theSecurities Act or issued under an exemption from registration. 

[SIGNATURE OF HOLDER] 

Name of Investing Entity:  ________________________________________________________________________________ 

*Signature of Authorized Signatory of Investing Entity*:  __________________________________________________________ 

Name of AuthorizedSignatory: ____________________________________________________________________________ 

Title of AuthorizedSignatory: _____________________________________________________________________________ 

Date: ________________________________________________________________________________________________ 

**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 itappears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should fileproper evidence of authority to assign the foregoing Warrant.