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                                                                       EXHIBIT 2

                        PROFESSIONAL SERVICES AGREEMENT
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         THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made this Friday,
 June 8th, 2001 by, and between, Synthetic Blood International, Inc. located at
3189 Airway Ave. Bldg.C, Costa Mesa, CA 92626 ("Company") and Stephen R.
Lairmore (SRL)or his assigned Corporation, Sidhis Inc., with its principal
office located at One Park Plaza, Suite 600, Irvine, CA 92614.

         WHEREAS, SRL provides services in connection with assisting various
businesses to locate a suitable funding source for its business ("Company
Funding Services");

         WHEREAS, Company desires to retain SRL to provide Company Funding
Services to Company and SRL desires to provide such Company Funding Services;

         WHEREAS, Company is endeavoring to obtain funding of approximately Ten
Million Dollars ($10,000,000.00) or more, in order to further develop and to
enhance its business. Company contemplates that the funding for its business may
be in form of equity participation, credits, debt, convertible debt, sub-debt,
hybrid senior debt, mezzanine, bridge loans, merger or sale, warrants, options,
or a combination thereof. The business of the Company shall be hereinafter
referred to as the "Venture;" and

         WHEREAS, Company also desires the assistance of SRL in locating an
appropriate funding source for the "Venture" and SRL desires to render such
assistance.

         NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions contained herein, the parties hereto agree as follows:

                           I. Company Funding Services
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          1.1  SRL's Funding Duties. SRL shall use its best efforts to assist
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               the Company in structuring itself so as to make itself attractive
               to various types of prospective funding sources in order to
               obtain funding for the Venture and to introduce Company to
               various prospective funding sources. In this regard, SRL shall,
               to the extent that SRL deems it advisable:

          (a)  Review and analyze the Company's capital structure, funding
               needs, existing business and business plan in order to assist
               Company in determining the type and amount of funding required by
               the Company for the Venture;

          (b)  Advise the Company as to the types of funding sources generally
               available;

          (c)  Make recommendations to Company as to the manner in which the
               Company can position and structure itself, if appropriate, in
               order to maximize its attractiveness to various types of funding
               sources;

          (d)  Introduce the Company to various potential funding sources for
               the Venture. Potential funding sources introduced to Company by
               SRL shall be hereinafter referred to as "Funders". Funders may
               include any, or all, of institutional lenders and investors,
               private lenders and investors, angel investors, venture
               capitalists, investment bankers, merchant bankers, financial
               planners, and broker dealers;

          (e)  Assist the Company in evaluating any offer, which is received
               from a Funder and in determining whether to accept any such
               offer; and

          (f)  Assist the Company in negotiating and reaching agreement with any
               selected

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               Funder (to the extent requested by Company).

          1.2  Duties of Company. The Company shall be solely responsible for
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               the decision as to whether to accept any offer from any funding
               source. Company shall be under no obligation to accept any offer
               or to close any offer of any Funder.

          1.3  Introduction. SRL shall be deemed to have introduced a Funder to
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               Company if the Funder's name was provided to Company by SRL as a
               potential funding source and SRL initially advised Funder of the
               Company's need for funding for the Venture or of the Company. The
               introduction shall be deemed to be made at the point that SRL
               first provides Funder's name to Company as a potential funding
               source.

          1.4  Funder Lists. SRL shall provide Company with a detailed list,
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               which shall be attached hereto as Exhibit "A", of each
               potentially interested Funder which has been contacted by SRL,
               within thirty (30) days of such prospective Funder expressing an
               interest in the Venture. The Company may solicit any potential
               funding source which it deems appropriate, without the consent of
               SRL, except those Funders which have been previously contacted by
               SRL.

          1.5  Use of Materials. In contacting potential Funders, SRL shall have
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               the right to utilize the information concerning the Venture,
               which has been imparted to it by Company and the information
               contained in the materials which the Company is preparing for
               SRL's use in connection with locating a potential Funder. SRL
               acknowledges that any Company trade secret or "Proprietary
               Information" imparted to SRL by the Company regarding the Venture
               is to be used only in connection with the location of a potential
               funding source for the Company and may be disclosed to any such
               potential funding source. However, such Proprietary Information
               shall only be disclosed in accordance with the terms of this
               Agreement and SRL shall not disclose any such Proprietary
               Information to any third party other than a prospective Funder,
               or to an agent, representative, employee, or officer of a
               prospective Funder, without the consent of Company. Company
               represents that all Proprietary Information provided by Company
               to SRL is true and accurate.

          1.6  Term. The term of the Company Funding Services portion of this
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               Agreement shall be for a period of six (6) months from the date
               of this Agreement. Notwithstanding a prior commencement of the
               term of this Agreement. SRL shall be fully compensated for any
               funding provided by a Funder as long as the agreement to provide
               such funding is reached within the greater of one year of the
               termination of this Agreement or eighteen (18) months of SRL's
               advising the Company of the Funder as a potential funding source.

          1.7  Compensation. SRL shall receive Four Percent (4%) of the gross
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               proceeds to the Company of any funding actually received from a
               Funder, without regard to the form or amount thereof, as a fee
               for the Company Funding Services as provided under this Article
               I. This four percent (4%) of the gross proceeds to the Company of
               funding received from a Funder shall be payable in cash. SRL
               shall receive such fee if one or more Funders provide funding to
               finance all, or a portion, of the Venture on terms which have
               been accepted by Company. Such fee shall be paid in connection
               with all funding provided during the term of this Agreement as
               extended under Section 1.6

               In addition, the Company shall grant SRL warrants exercisable
               within seven (7) years to purchase shares of the Company`s common
               stock equal to four (4%) percent of the shares provided to the
               Funding Sources in consideration of the funding at an exercise
               price equal to the price per share to be paid for similar stock
               by the Funder in connection with the funding process.The warrant
               and the stock acquired pursuant to the exercise of same shall
               bear the same registration rights afforded to any warrant or
               stock obtained by the Funder in connection with the funding
               process. However, the warrant shall be issued and

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               the exercise price shall be determined at the time of financing.

               The amount of funding provided by any Funder shall be, for
               purposes of this Agreement, deemed to include funding provided by
               any party which the Funder may introduce to the transaction,
               including individual and institutional investors.

               The Company shall pay SRL a non-refundable retainer of Ten
               Thousand Dollars ($10,000.00) payable upon execution of this
               Professional Services Agreement, which will be deducted from the
               compensation received by SRL at close of funding.

          1.8  Expenses. Any required travel and related expenses in connection
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               with a meeting with a potential Funder which meeting shall be
               attended by the Company and SRL shall be paid by the Company.
               Such expenses shall be subject to the prior written consent of
               Company.

          1.9  Best Efforts. SRL shall use its reasonable best efforts to locate
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               an appropriate funding source for the Venture. However, there can
               be no assurance that SRL will be successful in locating such a
               funding source acceptable to the Company.

                              II General Provisions
                              ---------------------

          2.1  Entire Agreement; Amendment. This Agreement contains the entire
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               agreement between these parties with respect to the subject
               matter hereof and there are no promises, covenants, or
               representations, which are not contained herein. This Agreement
               may not be amended or modified except in a written document
               executed by both of the parties hereto. This Agreement shall be
               binding upon and shall inure to the benefit of the successors and
               assigns of the parties hereto.

               Nothing in this Agreement shall be interpreted to provide that
               SRL and the Company are partners, joint ventures or assignees of
               the other. SRL shall remain an independent contractor providing
               services to the Company.

          2.2  Notices. All notices under this Agreement shall be in writing and
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               shall be served by personal service, or registered mail, return
               receipt requested. Notice by mail shall be addressed to each
               party at its address as set forth above. Either party may notify
               the other party of a different address to which notices shall be
               sent in writing to the then current address.

          2.3  Governing Law. This Agreement shall be governed by, and construed
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               under the laws of the state of California. The invalidity or
               unenforceability of any provision of this Agreement will in no
               way offset the validity or enforceability of any other provision.

          2.4  Indemnification. Company shall indemnify and hold harmless SRL,
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               and each of its agents, employees and representatives from, and
               against, any and all losses, claims, damages and liabilities,
               joint or several, including attorney's fees, to which any of such
               person may become subject insofar as such losses, claims, damages
               or liabilities arise out of, or are based upon, any act or
               omission of Company which may constitute a violation of any
               federal or state securities laws. Company shall also indemnify
               and hold harmless SRL, and each of its agents, employees and
               representatives from, and against, any and all losses, claims,
               damages, and liabilities, joint or several, including attorney's
               fees, to which any such person may become subject insofar as such
               losses, claims, damages or liabilities arise out of, or are based
               upon, the truthfulness or accuracy of any information provided by
               Company to SRL.

          2.5  Confidentiality. This Agreement and its contents, including
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               Exhibit "A", will be treated by the Company as Confidential
               Information of SRL. Any advice rendered by SRL

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               pursuant to this agreement is also Confidential Information.
               Confidential Information may not be disclosed publicly in any
               manner without SRL's prior written approval.

          2.6  Arbitration. Any dispute arising under, or relating to, this
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               Agreement shall be resolved by binding arbitration before the
               American Arbitration Association in Orange County, California
               under the then-prevailing rules of the Association. In any such
               arbitration the prevailing party shall be awarded its reasonable
               attorneys fees.

     IN WITNESS WHEREOF, the parties hereunto have executed the Agreement on the
day and year set forth below.

  By:____________________________________________    Date:_____________________.
   ("SRL") Stephen R. Lairmore





  By:____________________________________________    Date:______________________
  ("Company") Synthetic Blood International, Inc.
  President / CEO-Robert Nicora