<PAGE>
EXHIBIT 10.11


                              CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT (the "AGREEMENT") is made and entered into as
of September 10, 2002 (the "COMMENCEMENT DATE"), by and between Hemoxymed, Inc.,
a  Delaware   corporation   (the   "COMPANY")   and  Prism   Ventures  LLC  (the
"CONSULTANT").

                                    RECITALS

         A. The Company  desires to avail itself of the  experience,  sources of
information, advice, and assistance of Consultant.

         B. Consultant is willing to make available to the Company  Consultant's
experience, sources of information, advice, and assistance.

         NOW,  THEREFORE,  in  consideration  of the premises and the  covenants
contained herein, the Company and the Consultant agree as follows:

     1.  SERVICES.  Consultant  hereby agrees to render  services to the Company
concerning general  consulting  relative to financings and other transactions of
the Company or its affiliates (collectively, the "SERVICES").

     2. TERM OF AGREEMENT;  TERMINATION.  This  Agreement  shall commence on the
Commencement  Date and  shall  continue  until  the  second  anniversary  of the
Commencement  date, unless extended  otherwise by written consent of the parties
(the "TERM").

     3.  COMPENSATION.   In  consideration  of  Consultant  entering  into  this
Agreement  and in exchange  for the  Services to be  performed  pursuant to this
Agreement,  the Company shall issue a warrant to purchase  800,000 shares of the
Company's  common stock to  Consultant  upon  execution of this  Agreement.  The
warrant shall have a ten-year life, shall have a cashless exercise feature,  and
shall have an exercise  price equal to the market price of the Company's  common
stock on the date of this Agreement. The Company shall also pay health insurance
costs for Judson Cooper and Joshua D. Schein on the Oxford  Health  Plan-Freedom
Plan Select (or an equivalent  plan selected by Cooper and Schein) to begin on a
date  specified by Consultant  and  continuing for a period of two years up to a
maximum of $20,000 per year per person.

In addition, in the event the Company or an affiliate of the Company enters into
a  strategic  transaction  (e.g.  license  agreement)  with  a  party  that  was
introduced to the Company by Consultant,  the Company agrees to pay Consultant a
success fee equal to 4% (four percent) of all consideration  received or paid by
the Company or its affiliates in the  transaction.  The fee shall be paid in the
same  form of  consideration  and  over  the same  period  as the  consideration
received  or paid by the  Company  or its  affiliates.  In the event of a direct
investment by a party  introduced to the Company by Consultant,  the success fee
will equal 8% (eight  percent) of the cash received by the Company and a warrant
to purchase a number of shares in the Company  equal to 10% of the shares issued
in the transaction. The warrant exercise price shall be the same as the exercise
of warrants  issued to investors.  If no warrants are issued to  investors,  the
exercise  price  shall be at a 20%  premium to the market  price with the market
price  determined  by the average  closing  price over the  previous ten trading
days.  In the  event  of a  financing  transaction  managed  by a  broker-dealer
introduced  to the  Company by  Consultant,  the  success fee will equal 2% (two
percent) of the cash  received by the Company and a warrant to purchase a number

<PAGE>

of shares in the Company  equal to 2% (two  percent) of the shares issued in the
transaction  with an exercise price as determined  above. Any warrants issued to
Consultant  shall  have a  cashless  exercise  feature  and  shall  be  ten-year
warrants.  The  Company's  obligation  to pay  Consultant  a  success  fee for a
Transaction  shall  continue  for a period of two years  beyond the term of this
Agreement.

     4.  OFFICE  SPACE AND  EQUIPMENT:  The Company  agrees to grant  Consultant
exclusive use of the Company's New York office, located at 420 Lexington Avenue,
New York, New York, including the exclusive use of all office equipment, through
the end of the Company's  lease which expires on September 30, 2002. In addition
to the monthly lease  obligations,  the Company shall bear all reasonable office
expenses,  including telephone  expenses,  through the end of the lease, up to a
maximum of $3,500 per month including  lease payments.  At the expiration of the
lease, Consultant will retain all office equipment,  consisting of three desktop
computer systems and two printers.

     5.  REGISTRATION  RIGHTS:  The  Company  agrees to  maintain  in effect the
current registration  statement for all shares,  including shares underlying any
warrants or options  currently  held by  Consultant,  Judson Cooper or Joshua D.
Schein,  until such shares are sold. The Company agrees that, during the term of
this  Agreement,  it will not afford any member of management any "piggyback" or
"demand"  registration  rights with respect to any shares  issuable to them upon
the exercise of options or warrants unless it offers  equivalent rights to Prism
with respect to any shares or warrants it may obtain pursuant to this Agreement.

     6. BOARD REPRESENTATION:  Judson Cooper and Joshua D. Schein shall have the
right to board seats or board observation rights until Consultant, Judson Cooper
and Joshua D. Schein own less than two million shares in aggregate, adjusted for
stock splits.


     7. INDEPENDENT CONTRACTOR.  At all times during the term of this Agreement,
Consultant is and shall be an  independent  contractor in providing the Services
hereunder,  with the sole right to  supervise,  manage,  operate,  control,  and
direct the  performance  incident to the  Services.  Nothing  contained  in this
Agreement shall be deemed or construed to create a partnership or joint venture,
to  create  the  relationships  of  employee/employer  or  principal/agent,   or
otherwise create any liability whatsoever as partner, joint venturer,  employer,
employee,  principal, or agent for either the Company or Consultant with respect
to the indebtedness,  liabilities,  or obligations of each other or of any other
person or entity.

     8.  NOTICES.  All  notices,  requests,  demands  and  other  communications
hereunder  shall be in writing and shall be personally  delivered,  delivered by
facsimile or courier  service,  or mailed,  certified  with first class  postage
prepaid, to the addresses set forth below:

                      If to the Company, to:

                      Hemoxymed, Inc.
                      50 Lakeview Parkway, Suite 111
                      Vernon Hills, IL 60061


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<PAGE>


                      If to Consultant, to:

                      Prism Ventures LLC
                      524 Clubhouse Road
                      Woodmere, NY 11598



Each such notice shall be deemed to have been given (whether  actually  received
or not) on the date of actual  delivery  thereof,  if  personally  delivered  or
delivered by facsimile transmission (if receipt is confirmed at the time of such
transmission by telephone or facsimile  machine-generated  confirmation),  or on
the third day following the date of mailing,  if mailed in accordance  with this
Section,  or on the day specified  for delivery to the courier  service (if such
day is one on which the courier  service will give normal  assurances  that such
specified  delivery  will be  made).  Any  notice,  request,  demand,  or  other
communication  given  otherwise  than in  accordance  with this Section shall be
deemed to have been given on the date  actually  received.  Any party may change
its address for purposes of this Section by giving written notice of such change
to all other parties in the manner hereinabove provided.

     9. LIABILITY OF CONSULTANT. Consultant assumes no responsibility under this
Agreement other than to perform the Services in good faith,  and Consultant will
not be responsible for any  consequences  whatsoever that result from any action
of the Company in following or declining to follow any advice or  recommendation
of Consultant, it being acknowledged and agreed by the Company that Consultant's
services  provided  under this  Agreement  are  consulting  only and any and all
decision-making  regarding the Company,  including without limitation whether or
not to follow any advice by  Consultant,  is solely  the  responsibility  of the
Company.  Consultant  will not be liable to the Company except by reason of acts
constituting  bad  faith  of  Consultant  or  willful  misfeasance  or  reckless
disregard  of its  duties.  The  parties  hereto  recognize  and agree  that the
effectiveness  of the  Services  and the  success of any actions  undertaken  by
Consultant in connection therewith are not guaranteed or warranted by Consultant
in any respect whatsoever.

     10. CONFIDENTIAL INFORMATION.

         (a)  Consultant  acknowledges  that  certain  information  that  may be
disclosed to Consultant  by the Company may be  confidential,  proprietary,  and
secret in character.  Consultant  agrees that such  information will (i) be kept
confidential  by  Consultant,  (ii)  not  be  used  by  Consultant  in  any  way
detrimental  to the Company,  and (iii) not be used other than in furtherance of
the Services to be provided under this Agreement.

         (b) The  term  "CONFIDENTIAL  INFORMATION"  means  any  information  or
knowledge  that is not  generally  known to the public that is disclosed or made
known to the Consultant directly or indirectly during the term of this Agreement
(regardless  of  the  form  in  which  communicated  and  including  all  notes,
memoranda,   records,   analyses,  test  results,   surveys,   applications  for
governmental approvals,  and other documents and items that were prepared by the
Consultant,  other employees of the Company, or other persons or entities acting


                                       3
<PAGE>

at the behest of or in conjunction  with the Company that  incorporate,  embody,
reflect,  describe,  or  otherwise  relate to, in whole or in part,  the oral or
written   information  made  known  to  the  Consultant).   Notwithstanding  the
foregoing,  no item of  information  otherwise  included  in the  definition  of
"CONFIDENTIAL  INFORMATION"  shall be  deemed  Confidential  Information  to the
extent that it (i) is or becomes publicly  available  through no fault or breach
of this Agreement, (ii) is disclosed in a non-confidential capacity by the party
which would have had the right to assert that such  information was Confidential
Information, (iii) is lawfully obtained or could be lawfully obtained from third
parties without breaching any provision of any non-disclosure agreement, (iv) is
information  which  is  previously  known  or  is  developed  by  the  recipient
independently of the disclosing party or (v) must be disclosed pursuant to or as
required  or  directed  by law or by a court  or  other  tribunal  of  competent
jurisdiction.  "CONFIDENTIAL  INFORMATION"  also does not include any  business,
industry  or  other  analysis  previously  made  or  subsequently  developed  by
Consultant that is not specific to the business activities of the Company.

     11. BINDING EFFECT. This Agreement shall be binding upon Consultant and the
Company and their respective successors, assigns, and representatives.

     12.  ASSIGNMENT.  Neither  this  Agreement  nor the rights and  obligations
hereunder  may be assigned by operation of law or otherwise  without the express
consent of the other party (which consent may be granted or withheld in the sole
and absolute discretion of such other party).

     13.  GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT  GIVING EFFECT TO ANY
CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR
ANY OTHER  JURISDICTION)  THAT WOULD  CAUSE THE  APPLICATION  OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF NEW YORK.

     14.  SEVERABILITY.  If any term or other  provision  of this  Agreement  is
invalid,  illegal or incapable of being enforced under any law or public policy,
all other terms and  provisions of this Agreement  will  nevertheless  remain in
full force and effect.  Upon such determination that any term or other provision
is invalid,  illegal or incapable  of being  enforced,  the parties  hereto will
negotiate  in good faith to modify this  Agreement  so as to effect the original
intent of the parties as closely as possible in an acceptable manner.

     15.  COUNTERPARTS.  This Agreement may be executed in a number of identical
counterparts,  each of which, for all purposes, is to be deemed an original, and
all of which  constitute,  collectively,  one agreement;  but in making proof of
this  Agreement,  it shall not be  necessary to produce or account for more than
one such counterpart.

     16.  AMENDMENT.  Neither  this  Agreement  nor the rights  and  obligations
hereunder  may be assigned by operation of law or otherwise  without the express
written  consent of the  nonassigning  party  (which  consent  may be granted or
withheld in the sole and absolute discretion of such party).


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<PAGE>

17. ENTIRE  AGREEMENT.  This Agreement  (including  any Exhibits  hereto and the
documents  delivered  pursuant  hereto)  constitutes the entire agreement of the
parties  hereto with respect to the subject  matter  hereof and  supersedes  all
prior  agreements  and  undertakings,  both written and oral,  among the parties
hereto with respect to the subject matter.

18.  HEADINGS.  The various titles of the paragraphs,  captions,  headings,  and
arrangements  herein  are used  solely  for  convenience,  shall not be used for
interpreting or construing any word, clause,  paragraph, or subparagraph of this
Agreement,  and do not in any way affect,  limit,  amplify,  or modify the terms
hereof.

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

                                    THE COMPANY:

                                    HEMOXYMED, INC.


                                    By:     /s/ Bruce Barron
                                          -------------------------------
                                             Bruce Barron
                                    Name: -------------------------------

                                    Title:   Chairman, CEO
                                           ------------------------------



                                    PRISM VENTURES LLC


                                    By: /s/  Joshua D. Schein
                                       ----------------------------------
                                       Name: Joshua D. Schein
                                       Title: Member








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<PAGE>


     Amendment to the Consulting Agreement between Hemoxymed, Inc. and Prism
                     Ventures LLC dated September 10, 2002.



As of October 10, 2002, the Consulting  Agreement  between  Hemoxymed,  Inc. and
Prism Ventures LLC dated September 10, 2002 (the  "Agreement") is hereby amended
as follows:

The following paragraph should be added to Section 3 of the Agreement:

"In  addition,  in the event the  Company  or an  affiliate  of the  Company  is
acquired by,  acquires or merges with a party that was introduced to the Company
by Consultant, the Company agrees to pay Consultant a success fee, to be paid in
the same form of  consideration  and over the same  period as the  consideration
received  or paid by the Company or its  affiliates  equal to the sum of; i) 10%
(ten percent) of the amount of  consideration  (e.g.  common stock)  received or
paid by the Company or its affiliates in the  transaction up to the value of the
cash and marketable securities held by the party introduced by the Consultant at
the closing of the merger or  acquisition,  plus ii) 4% of the  remainder of the
consideration  (e.g.  common  stock)  received  or  paid by the  Company  or its
affiliates  in the  transaction  over  the  value  of the  cash  and  marketable
securities held by the party  introduced by the Consultant at the closing of the
merger or acquisition.  The Company also agrees to pay Consultant a cash success
fee equal to 8% (eight  percent) of the cash and marketable  securities  held by
the party  introduced by Consultant at the closing of the merger or acquisition.
In lieu of common  stock,  Consultant  may elect to receive  an equal  number of
warrants with an exercise price equal to the price of the common stock issued to
or received by the Company on the date of the closing.  Any  warrants  issued to
Consultant as a success fee shall have a cashless  exercise feature and shall be
ten-year  warrants.  Any shares  issued to  Consultant as a success fee shall be
registered  with  the  Company's  next  registration  statement.  The  Company's
obligation  to  pay  Consultant  a  success  fee  for a  merger  or  acquisition
introduced  by  Consultant  shall  continue for a period of two years beyond the
term of this Agreement."


HEMOXYMED, INC.
         /s/  Bruce Barron
By:      _______________________
Name:    Bruce Barron
Title:   Chief Executive Officer



PRISM VENTURES LLC

           /s/ Joshua D. Schein
By:      _______________________
Name:    Joshua D. Schein
Title:   Member



                                       6
<PAGE>

                                 HEMOXYMED, INC.
                         COMMON STOCK WARRANT AGREEMENT

THIS AGREEMENT  ("Agreement")  is made this 10th day of September 2002,  between
Hemoxymed,  Inc., a Delaware  corporation  ("Hemoxymed" or the  "Company"),  and
Prism Ventures LLC (the "Holder").

1.   GRANT OF COMMON STOCK WARRANTS This certifies that Holder is hereby granted
     a warrant (the  "Warrant") to purchase from the Company  800,000  shares of
     the  Company's  Common  Stock  (the  "Warrant  Shares")  at a price of $.20
     (twenty cents) per share (the "Stock Purchase  Price").  The Warrant may be
     exercised until September 10, 2012 ("Last Exercise  Date").  Any portion of
     the Warranted  Shares that have not been exercised shall accumulate and can
     be exercised at any time prior to the Last Exercise Date.

2.   EXERCISE OF WARRANT  This Warrant may be  exercised  by  delivering  to the
     Company (i) a written notice of intention to exercise specifying the number
     of Warranted  Shares to be purchased  and (ii) payment in full of the Stock
     Purchase  Price for all such  Warrant  Shares in cash,  certified  check or
     surrender of shares of Common Stock of the Company  having a value equal to
     the Stock Purchase Price of the Warrant Shares being purchased. The Company
     shall  use its best  efforts  to cause the  Warrant  Shares to be issued as
     promptly  as  practicable  after  receipt  of the  notice of  intention  to
     exercise.

3.   CONVERSION  RIGHT In lieu of payment of the Stock  Purchase  Price,  at any
     time  the  Stock  Purchase  Price  is less  than  the  market  price of the
     Company's  Common Stock (such  difference being the "Per Share Value of the
     Warrant"),  Holder  shall have the right to require  the Company to convert
     this  Warrant,  in whole or part,  into the Warrant  Shares as follows (the
     "Conversion  Right"):  Upon exercise of the Conversion  Right,  the Company
     shall  deliver to the Holder  (without  payment by the Holder of any of the
     Stock Purchase  Price) up to that number of the Warrant Shares equal to the
     quotient  obtained by dividing (x) the product of (i) the Per ShareValue of
     the  Warrant at the time the  Conversion  Right is  exercised  and (ii) the
     number of Warrant Shares issuable upon exercise of this Warrant immediately
     prior to the  exercise of the  Conversion  Right by (y) the market price of
     one share of the Company's Common Stock  immediately  prior to the exercise
     of the Conversion Right.

4.   CHANGE IN CAPITALIZATION Subject to any required action by the shareholders
     of the  Company,  the  number of shares of  common  stock  covered  by each
     outstanding  Warrant  and the number of shares of common  stock  which have
     been authorized for issuance under this Agreement, as well as the price per
     share  of  common   stock   covered   by  each  such   Warrant,   shall  be
     proportionately  adjusted  for any  increase  or  decrease in the number of
     issued shares of common stock  resulting from a stock split,  reverse stock
     split, stock dividend, combination or reclassification of the common stock,
     or any other  increase or decrease in the number of issued shares of common
     stock  effected  without  receipt  of  consideration  by the  Company.  The
     conversion of any convertible securities of the Company shall not be deemed
     to have been "effected without receipt of consideration."


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<PAGE>

5.   MERGER OR ASSET SALE In the event of a merger of the  Company  with or into
     another corporation,  or the sale of substantially all of the assets of the
     Company,  the Warrant  shall be assumed or an  equivalent  warrant or right
     substituted  by the successor  corporation or a Parent or Subsidiary of the
     successor corporation.

6.   REGISTRATION  RIGHTS The Company agrees to register the Warrant Shares with
     the next  registration  statement  filed by the Company  that  includes any
     shares underlying options held by the Company's management.

7.   SUCCESSORS  AND ASSIGNS.  All  authority  herein  conferred or agreed to be
     conferred shall survive the death or incapacity of any party hereto and any
     obligations  of  a  party  shall  be  binding  upon  the  heirs,   personal
     representatives, successors, and assigns of such party.

8.   COUNTERPARTS.  This Agreement may be executed in more than one counterpart,
     each  of  which  shall  be  deemed  an  original,  but all of  which  shall
     constitute the same instrument.

9.   INTERPRETATION.  Unless the context  otherwise  requires,  as used  herein,
     words in the singular  shall include words in the plural and vice versa and
     words in one gender shall include words in the other gender. This Agreement
     is  deemed  executed  and  delivered  in the State of New York and shall be
     construed  and enforced in  accordance  with the laws of such state without
     giving effect to the conflicts of law rules thereof.

10.  VENUE.  Each party hereof  irrevocably  consents to the sole and  exclusive
     jurisdiction  and venue of the  state and  federal  courts  located  in the
     Southern District of New York in connection with any matter arising from or
     related to any matter addressed in this Agreement.

IN WITNESS WHEREOF,  the parties have duly executed this Agreement as of the day
and year first set forth above.


PRISM VENTURE LLC

/s/       Joshua D. Schein
By:  _______________________________
        Joshua D. Schein
        Member


HEMOXYMED, INC.


     /s/ Bruce Barron
By:  _______________________________
       Bruce Barron



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