**EXHIBIT 10.3**

**SECURITIES PURCHASE AGREEMENT**

**TO PURCHASE**

**CONVERTIBLE NOTES**

**AND**

**COMMON STOCK PURCHASE WARRANTS**

 

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**SYNTHETIC BLOOD INTERNATIONAL,INC.**

 

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**The Securities, as described herein, have not been registered with the United States Securities and Exchange Commission (the “Commission”)under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered in reliance on exemptions from registration provided in Section 4(2) of the Securities Act and Regulation D promulgated thereunder.**

**The Securities and any other rights pursuant to this Agreement cannot be sold, transferred, assigned, or otherwise disposed of forvalue, except in compliance with applicable federal and state securities laws.**

**The Securities have not been approved or disapprovedby the Commission or any state or other regulatory authority, nor has the Commission or any state or other regulatory authority passed on the accuracy or adequacy of any offering information provided. Any representation to the contrary is a criminaloffense.**

 

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Subject to the terms and conditions set forth herein, this SECURITIES PURCHASE AGREEMENT (this “***Agreement***”), dated as of January__, 2008, by and between SYNTHETIC BLOOD INTERNATIONAL, INC., a New Jersey corporation (the “***Company***”), and the undersigned investor (the “***Investor***”), shall constitute the irrevocable offer of theundersigned to purchase securities of the Company. 

The Investor presently holds certain promissory notes issued by the Company in theaggregate amount indicated on the signature page hereto, including any principal and accrued but unpaid interest (the “Existing Indebtedness”) . On the terms and subject to the conditions set forth in this Agreement, the Company wishes tosell to the Investor, in exchange for the cancellation of the Existing Indebtedness, (A) one or more Convertible Notes in the form attached hereto as Exhibit A (the “***Note***” or “***Notes***”) and(B) one or more Warrants in the form attached hereto as Exhibit B (each, a “***Warrant***” and, collectively, the “***Warrants***”). The shares of Common Stock into which the Notes are convertible arereferred to herein as the “***Conversion Shares***” and the shares of Common Stock into which the Warrants are exercisable are referred to herein as the “***Warrant Shares***”. The Notes, the Conversion Shares,the Warrants and the Warrant Shares are collectively referred to herein as the “***Securities***”. 

The Notes are being issued at a 55% original issue discount, meaning that the principal face amount ofthe Notes issued to Investor will be discounted by 55% to equal the amount of the Existing Indebtedness being canceled. The Notes will be convertible into Common Stock to receive the number of shares equal to the Principal Amount divided by theConversion Price (initially $0.247 per share of Common Stock). The Principal Amount and the Purchase Price are set forth on the signature page of this Agreement. 

The Warrants issued to Investor will be exercisable at any time for a period of five years from issuance, subject to the terms and conditions set forth in the Warrants. The Warrants entitle the Investor to purchase anumber of Warrant Shares equal to one-half the number of shares issuable upon conversion of the Notes purchased (without regard to any restrictions on such conversion), at an exercise price initially equal to the Conversion Price, or $0.247 per eachWarrant Share (the “***Warrant Exercise Price***”). 

In consideration of the mutual promises made herein, and other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows: 

1.*PURCHASE AND SALE OF NOTES AND WARRANTS.*

1.1 Subscription and Closing. Upon the terms and subject to the satisfactionor waiver of the conditions set forth herein, the Company agrees to sell and the Investor agrees to purchase 

 
 (i)a Note with a principal amount equal to the Principal Amount set forth on the signature page to this Agreement, such Note being convertible into shares of Common Stock at theConversion Price, and 
 
 (ii)a Warrant entitling the Investor to purchase shares of Common Stock at the Warrant Exercise Price, exercisable to purchase one-half the number of shares of Common Stock that theNote is convertible into at the Conversion Price. 
The date on which the closing of such purchase and sale occurs (the“***Closing***”) is hereinafter referred to as the “***Closing Date***”. The Closing will be deemed to occur when (A) this Agreement and the other Transaction Documents (as defined below) have been executedand delivered by the Company and the Investor, (B) each of the conditions to the Closing described herein has been satisfied or waived as specified therein and (C) full payment of the Investor’s Purchase Price (as defined below)payable with respect to the Note and Warrant has been made to the Company by the Investor tendering to the Company the original instruments evidencing the Exisiting Indebtedness and canceling the Existing Indebtedness in an amount equal to thePurchase Price, which includes all principal and accrued but unpaid interest attributable to the Existing Indebtedness. 

1.2 CertainDefinitions. When used herein, the following terms shall have the respective meanings indicated: 

“***Affiliate***” means, as to any Person (the “***subject Person***”), any other Person (a) that directly or indirectly through one or more intermediaries controls or is controlled by, or is underdirect or indirect common control with, the subject Person, (b) that directly or indirectly beneficially owns or holds ten percent (10%) or more of any class of voting equity of the subject Person, or (c) ten percent (10%) ormore of the voting equity of which is directly or indirectly beneficially owned or held by the subject 

Person. For the purposes of this definition, “***control***” when used with respect to any Person means the power to direct the managementand policies of such Person, directly or indirectly, whether through the ownership of voting securities, through representation on such Person’s board of directors or other management committee or group, by contract or otherwise. 

“***Business Day***” means any day other than a Saturday, a Sunday or a day on which the New York Stock Exchange isclosed or on which banks in the State of California are required or authorized by law to be closed. 

“***Closing***” is defined in Section 1.1. 

“***Closing Date***” isdefined in Section 1.1. 

“***Commission***” means the United States Securities and ExchangeCommission. 

“***Common Stock***” means the common stock, par value $0.01 per share, of the Company.

“***Conversion Price***” has the meaning specified in the Notes and shall initially be $0.247 per shareof Common Stock. 

“***Execution Date***” means the date of this Agreement. 

“***Exchange Act***” means the Securities Exchange Act of 1934, as amended (or any successor act), and the rules andregulations thereunder (or respective successors thereto). 

“***Governmental Authority***” means anynation or government, any state, provincial or political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including without limitation any stockexchange, securities market or self-regulatory organization. 

“***Governmental Requirement***” means anylaw, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, license or other directive or requirement of any federal, state, county, municipal, parish, provincial or other Governmental Authority or anydepartment, commission, board, court, agency or any other instrumentality of any of them. 

“***FINRA***”means the Financial Industry Regulatory Authority. 

“***Original Issue Discount Percentage***” shall mean55%, representing the sum of 11% per annum multiplied by five years. 

“***Person***” means any individual, corporation, trust, association,company, partnership, joint venture, limited liability company, joint stock company, Governmental Authority or other entity. 

“***Principal Amount***” means the principal face amount of the Notes to be issued to Investor, which amount will be equal to the Purchase Price divided by the difference between 100% and the Original Issue DiscountPercentage (55%), or 45%. By way of example, if the Purchase Price is $100, then the Principal Amount is equal to $100 divided by 0.45 ($222.22). 

“***Purchase Price***” means, with respect to a Note and Warrant purchased at a Closing, the aggregate principal and accrued interest of the Existing Indebtedness. 

“***Rule 144***” means Rule 144 under the Securities Act or any successor provision. 

“***Securities***” has the meaning specified in the preamble to this Agreement. 

“***Transaction Documents***” means, collectively, this Agreement, the Notes and Warrants, and all other agreements,documents and other instruments executed and delivered by or on behalf of the Company or the Investor at the Closing. 

1.3 OtherDefinitional Provisions. All definitions contained in this Agreement are equally applicable to the singular and plural forms of the terms defined. The words “hereof”, “herein” and “hereunder” and words of similarimport referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. 

2. *REPRESENTATIONS ANDWARRANTIES OF THE INVESTOR*. 

The Investor hereby represents and warrants to the Company that, as of the Execution Date: 

2.1 Authorization; Enforceability. This Agreement constitutes, and upon execution and delivery thereof, each other Transaction Document towhich the Investor is a party will constitute, the Investor’s valid and legally binding obligation, enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratoriumor other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) general principles of equity. The Investor further understands and acknowledges that this Agreement is and shallbe irrevocable except that the Investor shall have no obligations hereunder in the event that this Agreement is for any reason rejected by the Company. 

2.2 Accredited Investor. The Investor is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as checked below: 

(i) Any bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as definedin Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Exchange Act; any insurance company as defined in Section 2(13) of theSecurities 

Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of thatAct; any small business investment company licensed by the U. S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its politicalsubdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee RetirementIncome Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if theemployee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are Accredited Investors; 

 ̈  Yes     ̈  No 

(ii) Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; 

 ̈  Yes     ̈  No 

(iii) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar businesstrust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; 

 ̈  Yes     ̈  No 

(iv) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; 

 ̈  Yes     ̈  No 

(v) Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his or her purchaseexceeds $1,000,000; 

 ̈  Yes     ̈  No 

For purposes of category (v), the term “net worth” means the excess of total assetsover total liabilities. In computing net worth for the purposes of category (v) above, the undersigned’s principal residence must be valued either at (A) cost, including the cost of improvements, net of current encumbrances upon theproperty or (B) the appraised value of the property as determined upon a written appraisal used by an institutional lender making a loan to the individual secured by the property, including the cost of subsequent improvements, net of currentencumbrances upon the property. 

(vi) Any natural person who had an individual income in excess of $200,000 in each of thetwo most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; 

 ̈  Yes     ̈  No 

In determining income, the undersigned should add to his or her adjusted gross income any amounts attributable to tax exempt income received, lossesclaimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or Keogh retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in arrivingat adjusted gross income. 

(vii) Any trust, with total assets in excess of $5,000,000, not formed for the specific purposeof acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 230.506(b)(2)(ii) of Regulation D; and 

 ̈  Yes     ̈  No 

(viii) Any entity in which all of the equity owners are Accredited Investors. 

 ̈  Yes     ̈  No 

2. 3 Investment Considerations. The Investor is acquiring the Securities solely for Investor’s own account and not with a present view to thepublic resale or distribution of all or any part thereof, except pursuant to sales that are registered under, or exempt from the registration requirements of, the Securities Act and/or sales registered under the Securities Act. The Investor can bearthe economic risk of a total loss of its investment in the Securities and has such knowledge and experience in business and financial matters so as to enable it to understand the risks of and form an investment decision with respect to itsinvestment in the Securities. 

2.4 Information. The Company has, prior to the Execution Date, provided the Investor with informationregarding the business, operations and financial condition of the Company (including the Company’s annual report on Form 10-K for the year ended April 30, 2007, as filed with the Commission, and each report filed by the Company with theCommission since said annual report was filed) and has, prior to the Execution Date, granted to the Investor the opportunity to ask questions of and receive answers from representatives of the Company, its officers, directors, employees and agentsconcerning the Company and materials relating to the terms and conditions of the purchase and sale of the Notes and Warrants hereunder, in order for the Investor to make an informed decision with respect to its investment in the Notes and Warrants.Neither such information nor any other investigation conducted by the Investor or any of its representatives shall modify, amend or otherwise affect the Investor’s right to rely on the Company’s representations and warranties contained inthis Agreement. 

2.5 Limitations on Disposition. The Investor acknowledges that none of the Securities have beenand are not being registered under the Securities Act and may not be transferred or resold without registration under the Securities Act or unless pursuant to an exemption therefrom. The Investor agrees that neither it nor any Person acting on itsbehalf or at its direction will engage in any transactions in securities of the Company prior to the time that the transactions contemplated by this Agreement are publicly disclosed. 

2.6 Legend. The Investor is aware that any transfer of the Securities is restricted by federal and state securities laws. The Investor understandsthat the certificates representing any of the Securities may bear at issuance a restrictive legend in substantially the following form: 

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and may not be offered or sold unless aregistration statement under the Securities Act and applicable state securities laws shall have become effective with regard thereto, or an exemption from registration under the Securities Act and applicable state securities laws is available inconnection with such offer or sale.” 

Notwithstanding the foregoing, it is agreed that, as long as (A) the resale or transfer (including withoutlimitation a pledge) of any of the Securities is registered pursuant to an effective registration statement, (B) such Securities have been sold pursuant to Rule 144, subject to receipt by the Company of customary documentation reasonablyacceptable to the Company in connection therewith, or (C) such Securities are eligible for resale under Rule 144(k) or any successor provision, such Securities shall be issued without any legend or other restrictive language and, with respectto Securities upon which such legend is stamped, the Company shall issue new certificates without such legend to the holder upon request. 

2.7 Reliance on Exemptions. The Investor understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws andthat the Company is relying upon the truth and accuracy of the representations and warranties of the Investor set forth in this Section 2 in order to determine the availability of such exemptions and the eligibility of the Investor toacquire the Securities. 

2.8 Non-Affiliate Status; Common Stock Ownership. The Investor is not an Affiliate of the Company. TheInvestor’s investment in Notes and Warrants is not for the purpose of acquiring, directly or indirectly, control of, and it has no intent to acquire or exercise control of, the Company or to influence the decisions or policies of the Board ofDirectors. 

2.9 Fees. The Investor is not obligated to pay any compensation or other fee, cost or related expenditure to anyunderwriter, broker, agent or other representative in connection with the transactions contemplated hereby. 

2.10 No GovernmentalReview. The Investor understands that no United States federal or state agency or any other Governmental Authority has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in theSecurities nor have such authorities passed upon or endorsed the merits of the offering of the Securities. 

3. *REPRESENTATIONS AND WARRANTIES OF THE COMPANY*. The Company hereby represents and warrants to theInvestor, and agrees with the Investor that, as of the Execution Date: 

3.1 Organization, Good Standing and Qualification. TheCompany is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite power and authority to carry on its business as now conducted. 

3.2 Authorization; Consents. The Company has the requisite corporate power and authority to enter into and perform its obligations under thisAgreement. The Company has the requisite corporate power and authority to issue and sell the Notes and the Warrants to the Investor in accordance with the terms hereof and thereof, to issue the Conversion Shares upon conversion of the Notes and toissue the Warrant Shares upon exercise of the Warrants; provided, however, that the Company does not have a sufficient number of authorized shares of Common Stock to effect all such conversions and exercises so the Company must amend its articles ofincorporation 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 Conversion Shares and Warrant Shares then issued or potentially issuable in the futureupon the exercise of the conversion rights under the Notes and exercise rights under the Warrants. All corporate action on the part of the Company by its officers, directors and stockholders necessary for the authorization, execution and deliveryof, and the performance by the Company of its obligations under, the Transaction Documents has been taken, and no further consent or authorization of the Company, its Board of Directors, stockholders, any Governmental Authority or organization(other than amendment of the Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock as noted above), or any other person or entity is required (pursuant to any rule of FINRA or otherwise). 

3.3 Enforcement. On execution and delivery by the Company, this Agreement has been and, at or prior to Closing, each other Transaction Document tobe delivered at Closing will be, duly executed and delivered by the Company. On execution and delivery by the Company, each Transaction Document constitutes the valid and legally binding obligation of the Company, enforceable against it inaccordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other similar laws of general application relating to or affecting the enforcement of creditors’ rightsgenerally, (ii) general principles of equity, and (iii) amendment of 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 themaximum aggregate number of Conversion Shares and Warrant Shares then issued or potentially issuable in the future upon the exercise of the conversion rights under the Notes and exercise rights under the Warrants. 

3.4 No Conflict. The (i) execution, delivery and performance of this Agreement and the other Transaction Documents and (ii) consummationof the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not result in anyviolation of any provisions of the Company’s Articles of Incorporation, Bylaws or any other governing document or in a default under any provision of any instrument or contract to which it is a party, or in violation of any provision of anyGovernmental Requirement that, in either such case, has not had or would not reasonably be expected to have a material adverse effect. 

3.5 Fees. The Company is not obligated to pay any brokers, finders or financial advisory fees orcommissions to any underwriter, broker, agent or other representative in connection with the transactions contemplated hereby. The Company will indemnify and hold harmless the Investor from and against any claim by any person or entity alleging thatthe Investor is obligated to pay any such compensation, fee, cost or related expenditure in connection with the transactions contemplated hereby. 

4.*COVENANTS OF THE COMPANY AND THE INVESTOR*. 

4.1 Limitations on Disposition. The Investor shall not sell, transfer,assign or dispose of any Securities, unless: 

(a) there is then in effect an effective registration statement under theSecurities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or 

(b) the Investor has notified the Company in writing of any such disposition, has received the Company’s written consent (which consent will not be unreasonably withheld) to such disposition and furnished the Company with an opinion ofcounsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Securities under the Securities Act; *provided, however*, that no such consent or opinion of counsel will be required (A) if thesale, transfer or assignment is made to an Affiliate of the Investor, (B) if the sale, transfer or assignment is made pursuant to Rule 144 and the Investor provides the Company with evidence reasonably satisfactory to the Company that theproposed transaction satisfies the requirements of Rule 144 or (C) in connection with a *bona fide* pledge or hypothecation of any Securities under a margin arrangement with a broker-dealer or other financial institution or the sale of anysuch Securities by such broker-dealer or other financial institution following the Investor’s default under such margin arrangement. 

4.2 Indemnification of Company. Investor agrees to indemnify and hold Company harmless from any loss, damage, liability or expense, including reasonable attorneys’ fees and other legal expenses, to which Company may becomesubject arising out of or relating to any act or omission of Investor or any person connected, affiliated or associated with Investor which is or is alleged to be a violation of the Securities Act, the Exchange Act or rules promulgated under thesecurities statutes (including Regulation D) or any other domestic or foreign statutes, laws or regulations or arising from Investor’s or such person’s alleged negligence or willful misconduct. Investor will indemnify and hold Companyharmless from any loss, which Company may sustain as a result of errors made by Investor. 

4.3 Amendment of Articles ofIncorporation. Prior to September 30, 2008, the Company shall take all action required by law to submit to the shareholders of the Company a proposal to amend the Company’s Articles of Incorporation to increase the number of authorizedshares of Common Stock by such amount as is necessary to reserve for issuance the maximum aggregate number of Conversion Shares and Warrant Shares then issued or potentially issuable in the future upon the exercise of the conversion rights under theNotes and exercise rights under the Warrants. 

4.4 Registration. The Company shall file a registration statement with the Commission under theSecurities Act for the purpose of registering on or before January 9, 2009, resale of the Conversion Shares and Warrant Shares, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Actuntil all Registrable Securities covered by such registration statement have been sold or 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. TheCompany shall not be obligated to file a registration statement with respect to any Conversion Shares or Warrant Shares that have been sold or may be sold without restriction pursuant to Rule 144 as determined by the counsel to the Company pursuantto a written opinion letter to such effect. If: (i) a registration statement is not effective with respect to any Conversion Shares or 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 to remain continuously effective for all Conversion Shares and Warrant Shares for which it is required to be effective, or the Holders are not permitted to utilize theprospectus therein to resell such shares for 20 consecutive trading days, but no more than an aggregate of 40 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 for purposes of clause (ii) the date on which such 20 or 40 trading day period, as applicable, is exceeded being referred to as “EventDate”), then within 10 days following each such Event Date and within 10 days following each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such monthly anniversary date) until theapplicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate market value on the Event Date of the Conversion Shares or Warrant Shares that are not soregistered or cannot be sold under an effective registration statement. The holder of the Securities shall provide to the Company in writing all information reasonably required by the Company to comply with its disclosure obligations in theregistration statement imposed by the Securities Act and the regulations promulgated thereunder. The failure of the holder of any of the Securities for any reason to provide such information at least five Business Days prior to the filing of theregistration statement covering the Conversion Shares or Warrant Shares shall effect a termination of any obligation of the Company to file any registration statement pertaining to the Securities and the Company shall have no liability to suchholder with respect to the liquidated damages stated above. 

5. *MISCELLANEOUS*. 

5.1 Survival; Severability. The representations, warranties, covenants and indemnities made by the parties herein and in the other TransactionDocuments shall survive the Closing notwithstanding any due diligence investigation made by or on behalf of the party seeking to rely thereon. In the event that any provision of this Agreement becomes or is declared by a court of competentjurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that in such case the parties shall negotiate in good faith to replace such provision with a new provisionwhich is not illegal, unenforceable or void, as long as such new provision does not materially change the economic benefits of this Agreement to the parties. 

5.2 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefitof and be binding upon the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permittedassigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The Investor may assign the Investor’s rights and obligations hereunder, in connection with anyprivate sale or transfer of the Notes or Warrants in accordance with the terms hereof, as long as, as a condition precedent to such transfer, the transferee executes an acknowledgment agreeing to be bound by the applicable provisions of thisAgreement, in which case the term “Investor” shall be deemed to refer to such transferee as though such transferee were an original signatory hereto. The Company may not assign its rights or obligations under this Agreement. 

5.3 Governing Law; Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of California applicable tocontracts made and to be performed entirely within the State of California. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts in California for the adjudication of any dispute hereunder or inconnection herewith or with any transaction contemplated hereby and hereby irrevocably 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, that suchsuit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party 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 to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing containedherein shall be deemed to limit in any way any right to serve process in any manner permitted by law. 

5.4 Counterparts. ThisAgreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile transmission.

5.5 Headings. The headings used in this Agreement are used for convenience only and are not to be considered in construing orinterpreting this Agreement. 

5.6 Notices. Any notice, demand or request required or permitted to be given by the Company or theInvestor pursuant to the terms of this Agreement shall be in writing and shall be deemed delivered (i) when delivered personally or by verifiable facsimile transmission, unless such delivery is made on a day that is not a Business Day, in whichcase such delivery will be deemed to be made on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to an overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail(certified or registered mail, return receipt requested, postage prepaid), addressed as follows: 

*If to the Company*: 

3189 Airway Avenue, Building C 

Costa Mesa,California 92626 

Attn: Robert J. Larsen 

and if to the Investor, to such address for the Investor as shall appear on the signature page hereof, or as shall bedesignated by the Investor in writing to the Company in accordance with this Section 5.6. 

5.7 Expenses. The Company andthe Investor shall bear their own costs and expenses in connection with the negotiation, execution, delivery and performance of this Agreement or the other Transaction Documents. 

5.8 Entire Agreement; Amendments. This Agreement and the other Transaction Documents constitute the entire agreement between the parties withregard to the subject matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among the parties. Except as expressly provided herein, neither this Agreement nor any term hereof may beamended except pursuant to a written instrument executed by the Company and the Investor, and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver is sought. Any waiveror consent shall be effective only in the specific instance and for the specific purpose for which given. 

[Signature Page to Follow]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first-above written.

 
 (Signature of Investor) (Print Name of Investor)Address:   
 
Amount of Existing Indebtedness: $                                        Principal Amount of Notes to be Issued: $                                        
Accepted by 
SYNTHETIC BLOOD INTERNATIONAL, INC.By:   Robert J. Larsen, President