EX-10.14

BIOLINK LIFE SCIENCES, INC.
================================================================================
250 QUADE DRIVE, CARY, NC 27313 o 919-678-9478 o FAX 919-678-9474
                                                o E-MAIL: BioLink_life@yahoo.com

25 May 2004

Dr. Arthur Bollon
President and Chief Executive Officer
HemoBioTech, Inc.
2110 Research Row, Suite 310
Dallas, TX 75235

Dear Dr. Bollon:

Thank you for asking BioLink Life Sciences,  Inc. ("BioLink"),  a North Carolina
corporation  located at 250 Quade  Court,  Cary,  North  Carolina  27513 USA, to
develop this proposal for  overseeing the  regulatory  affairs for  HemoBioTech,
Inc.   ("Hemobiotech";   together  with  BioLink,  the  "Parties"),  a  Delaware
corporation doing business at 2110 Research Row in Dallas, TX.

THE WORK.  Under the direction of  Hemobiotech's  President and Chief  Executive
Officer, BioLink shall oversee the regulatory affairs of Hemobiotech,  including
without limitation,  comprehensive  review of existing data,  records,  results,
findings,  reports and documentation  relating to Hemobiotech's blood substitute
products and  technologies;  FDA liaison as may be necessary;  the  preparation,
submission and approval of an  Investigational  New Drug  Application to conduct
Phase I clinical trials with respect to Hemobiotech's blood substitute products;
communication  with  government  officials  and  responses to inquiries  related
thereto; as well as provision of advice and counsel to management  regarding the
development  and  implementation  of  strategies  on all aspects of the clinical
development and production of Hemobiotech's products in connection herewith.

THE ASSUMPTIONS. This proposal is presented with the following assumptions:

o    BioLink  shall report  results and deliver  work  product to  Hemobiotech's
     principal place of business in Dallas, Texas.

o    BioLink  shall  separately   maintain  all  files  and  data  belonging  to
     Hemobiotech  and not  commingle  them with the files of any other entity or
     person.

o    BioLink is engaged by  Hemobiotech  only for the purposes and to the extent
     set forth in this Agreement,  and its relation to Hemobiotech shall be that
     of an  independent  contractor.  BioLink  shall not be considered as having
     employee status.

o    All information will be provided by HemoBioTech in a timely manner.

o    Hemobiotech  acknowledges that BioLink will rely primarily upon information
     provided by Hemobiotech for the provision of services  hereunder,  and that
     BioLink does not assume any responsibility for the accuracy or completeness
     thereof.

o    Cooperation  of  Hemobiotech  staff  is  a  material  requirement  of  this
     proposal.


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THE STAFF.  BioLink will  designate  qualified  staff members and  associates of
BioLink having expertise in regulatory  affairs and/or related areas to complete
assigned  project   activities  and  will  present  these  designees  and  their
qualifications  for approval by  Hemobiotech  prior to the  initiation  of work.
Specifically, BioLink will assign responsibilities for direction and supervision
of the work  performed  hereunder to Deanna J. Nelson,  Ph.D.  who will serve as
Vice  President of Regulatory  Affairs for  Hemobiotech.  Further,  BioLink will
assign additional  responsibilities for management of the work to Nancy Chew, an
associate of BioLink in regulatory affairs matters. BioLink shall devote, during
the term of this Agreement,  such time, energy, and skill as is necessary in the
performance of the duties hereunder and shall periodically,  or at any time upon
the  request of  Hemobiotech,  submit data as to the time  requirements  of work
performed  and work to be performed  for  Hemobiotech  in  connection  with this
Agreement.

THE TERMS. It is a condition  precedent to the  effectiveness  of this Agreement
that Hemobiotech shall have completed the closing of an equity investment of not
less  than $1  million  (in a single  or a series of  related  transactions)  in
exchange for shares of Hemobiotech's stock ("Condition Precedent"). Upon closing
of such sale, HemoBioTech will provide BioLink with legal documentation and such
other  evidence  reasonably  requested by BioLink of the sale and income derived
therefrom.  This  Agreement  shall  commence  as of the date that the  Condition
Precedent is achieved (the "Effective Date"). BioLink in its sole discretion may
give written notice to HemoBioTech prior to the Effective Date of its desire not
to enter into this Agreement, and at such time, this Agreement shall be null and
void.

The  initial  term of this  Agreement  shall  be for a period  of one (1)  year,
beginning on the Effective Date (the "Initial Term"). On each anniversary of the
Initial Term,  this Agreement shall be  automatically  renewed for an additional
one year period,  unless  either Party  notifies the other Party at least thirty
(30) days prior to the  anniversary  date of the  Initial  Term of such  Party's
desire to terminate this  Agreement  (the Initial Term as renewed,  the "Term").
Notwithstanding the foregoing,  each Party hereto may immediately terminate this
Agreement upon a material breach by the other Party hereto if such breach is not
cured within thirty (30) days of a written notice of such breach.  The following
provisions  shall survive  expiration or earlier  termination of this Agreement:
Confidentiality,  Indemnification,  Limitation of Liability;  Disclaimer, Venue,
Ownership, Solicitation of Employment and Miscellaneous.

The  work to be  performed  for  Hemobiotech  shall be  performed  on a time and
expense  basis as  disclosed  in the  Schedule  of Terms  and Fees set  forth in
Appendix A and incorporated herein by reference. In addition, from time to time,
individual  tasks  associated  with the work to be  performed  hereunder  may be
defined,  and a schedule of milestones  and payments for the  completion of each
task may be  established  in writing.  Please note that standard terms include a
4-hour minimum fee for onsite meetings and travel time billed at full rate. Upon
the Effective Date of this Agreement,  Hemobiotech  shall remit to BioLink a one
time  deposit on account of $10,000  that shall be used by BioLink in payment of
authorized activities for the first month and thereafter until depleted.

BioLink shall prepare  itemized  invoices  monthly,  and  Hemobiotech  shall pay
BioLink  within 20 days of the date of each  invoice.  Invoices  not timely paid
shall accrue interest at a rate of one and one-half percent (1.5%) per month. If
any portion of any invoice is  disputed,  Hemobiotech  shall pay any  undisputed
portion of the invoice within the  aforementioned 20 day period, and the Parties
shall use good faith  efforts to reconcile  the  disputed  amount for payment as
soon as  practicable.  To the  extent  that  Hemobiotech  does not timely pay an
undisputed invoice,


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Hemobiotech  shall  reimburse  BioLink  for  its  costs  (including   reasonable
attorney's fees) incurred to collect such amount due thereunder.

Unless  otherwise  agreed by the Parties in writing,  or this Agreement has been
fully executed by the Parties,  this proposal shall expire within 90 days of the
date first written above.

CONFIDENTIALITY.  During the  regular  course of  business,  BioLink may acquire
information  considered  confidential  and the property of Hemobiotech.  BioLink
will not  during the Term of this  Agreement  and for a period of five (5) years
after it is  terminated,  whether by BioLink or by  Hemobiotech,  disclose  such
information  to any third party,  nor shall BioLink use such  information to its
own ends and gain, whether for itself or any other third party.

Immediately  upon the  expiration  or  earlier  termination  of this  Agreement,
BioLink will return all of the documents  provided by  Hemobiotech  that BioLink
may possess,  except that BioLink may retain one copy in its legal  archives for
the purpose of ensuring its  compliance  with its  confidentiality  requirements
hereunder.

BioLink will not disclose to Hemobiotech  any BioLink  confidential  information
without the written approval by Hemobiotech for making such a disclosure.

BioLink may disclose to the  members,  employees  and agents of BioLink  certain
confidential  information  hereinafter  defined,  under the following  terms and
conditions:

     SECTION  ONE.   Hemobiotech   has  developed  and  maintains   confidential
     information  including  but  not  limited  to  the  following:  information
     concerning secret processes,  formulas, machines,  components,  inventions,
     creations,  systems,  designs,  materials,  software,  assembly techniques,
     pending   patent   applications,    compositions,    improvements,   ideas,
     specifications,  or arts  relating to  products  and  services,  as well as
     financial  projections,  financing  plans,  and other business  information
     related to present or prospective  business  activities of such Party.  All
     information, and all documents, records, notebooks,  drawings,  photograph,
     and any repositories or representations of such information are hereinafter
     referred to as  "Confidential  Information."  To the extent  feasible,  the
     information to be treated as confidential  pursuant to this Agreement shall
     be  disclosed  in  writing  and  marked  "Confidential."  Any  Confidential
     Information   orally  disclosed  by  Hemobiotech  shall  be  designated  as
     "Confidential" at the time it is communicated,  and within thirty (30) days
     following   the  oral   disclosure,   confirmed   in  writing   and  marked
     "Confidential."

     SECTION TWO.  Hemobiotech  desires to make available  certain  confidential
     information  for  the  sole  purpose  of  evaluating  said  information  in
     reference to FDA regulations and the development of strategies and opinions
     and summaries and documents for submission to regulatory agencies.

     In consideration of the disclosure of Hemobiotech's  Confidential,  BioLink
     agrees to hold  Confidential  Information  in confidence and not to divulge
     it, in whole or in part, to any third party,  except in confidence to those
     of its employees  (if any) or agents who require  knowledge of the same for
     purposes for which it has been disclosed to  Hemobiotech.  Each of the said
     employees and agent shall first have agreed in writing to abide by an


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     agreement to maintain  confidentiality  of such  information with terms and
     conditions at least as stringent as those contained herein.  BioLink agrees
     not to use any of Hemobiotech's Confidential Information in any way for its
     own  benefit,  except for the purpose  specified  above,  without the prior
     written permission of Hemobiotech.

     SECTION THREE.  The  obligation of BioLink under this  Agreement  shall not
     apply to information which at the time of disclosure to BioLink,  is within
     the public domain;  or which  thereafter  becomes part of the public domain
     through no act or failure to act of the receiving Party.

     SECTION  FOUR.  BioLink  agrees  to  promptly  return  to  Hemobiotech  all
     documentary or written  information  acquired by BioLink  pursuant to or in
     connection with this Agreement,  excepting that BioLink may retain one copy
     in its legal archives for the purpose of ensuring its  compliance  with its
     confidentiality requirements hereunder.

     SECTION FIVE. In the event that Confidential  Information is required to be
     disclosed by a court,  administrative  agency or other  governmental  body,
     BioLink shall provide  reasonable  advance notice to allow  Hemobiotech the
     opportunity to seek a protective  order or otherwise  prevent or limit such
     disclosure.

     SECTION  SIX.  Information  contained  in  this  Agreement,  including  the
     financial arrangement,  is strictly confidential and is not to be disclosed
     by BioLink to any third  party,  except as  otherwise  expressly  set forth
     herein and to legal  counsel,  without  the  express  written  approval  of
     Hemobiotech.

OWNERSHIP.  BioLink hereby assigns to  Hemobiotech  the entire right,  title and
interest   to   any   writing(s),   item(s),   material(s),   invention(s)   and
discovery(ies)  ("Work  Product")  which are developed by BioLink as a result of
the  work  performed   hereunder  and  which  use   Hemobiotech's   Confidential
Information.  Notwithstanding the foregoing, any tools,  techniques,  processes,
trade secrets, ideas, concepts,  know-how, methods, or skills acquired, created,
developed or reduced to practice by BioLink, and any derivatives or improvements
thereto  which do not use  Hemobiotech  Confidential  Information  or  claims in
issued  patents shall be and remain the sole  property of BioLink,  and shall be
treated as  BioLink's  confidential  information  and shall be afforded  similar
protections  as  those  provided  with  respect  to  Hemobiotech's  confidential
information above.

INDEMNIFICATION. Each party hereby agrees to forever and for all time indemnify,
defend and hold harmless the other party, its officers,  directors,  affiliates,
partners,  consultants,  shareholders,  investment bankers, employees and agents
from and against any and all third party  claims,  suits,  damages,  losses,  or
actions of any kind (including without  limitation,  reasonable  attorney's fees
and court  costs) to the extent of each  Party's  gross  negligence  or wrongful
misconduct, including without limitation, the information provided by such Party
as the basis  upon  which  work is  performed  by the  other  Party  under  this
Agreement.


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CANCELLATION.  Should the project be terminated  prior to the  expiration of the
Initial  Term or any  renewed  term  thereafter  through  no fault  of  BioLink,
Hemobiotech will pay all accrued fees and expenses as well as a cancellation fee
of $10,000.00 USD.

WARRANTY.  BioLink  assures  Hemobiotech  that all work on this  project will be
carried  out by persons  qualified  to do the work and to the  standard  of care
currently  prevailing in the  regulatory  affairs  profession.  BioLink  assures
Hemobiotech  that  BioLink  will  perform  this  work  in  accordance  with  all
applicable federal,  state, and local laws, statues,  acts,  ordinances,  rules,
regulations, codes and other standards. BioLink assures Hemobiotech that BioLink
and to BioLink's  knowledge,  its employees,  affiliates,  and agents have never
been  debarred or convicted of a crime for which a person can be debarred  under
subsection (a) or (b) of 21 U.S.C. (*) 355a. BioLink further assures Hemobiotech
that to its knowledge,  it does not now and will not knowingly in the future use
in any capacity the services of any person debarred under  subsection (a) or (b)
of 21 U.S.C. ss 355a.

BioLink assures Hemobiotech that BioLink understands that time is of the essence
and will itself cause no delays in the timely completion of the project.  Should
required  materials be delayed in delivery to BioLink,  all  reasonable  efforts
will be made to  bring  the  project  into  alignment  with the  agreed  project
schedule.  However,  in the event  that  delays  were due to events  beyond  the
control of BioLink,  or due to untimely  delivery of material by  Hemobiotech or
provision of inadequate or inappropriate material by Hemobiotech,  BioLink shall
not be held  liable for late  delivery.  Should the  project  extend  beyond the
expected  termination date, BioLink assures Hemobiotech of continuity of service
until the completion of the project.

LIMITATION OF LIABILITY;  DISCLAIMER.  BioLink HEREBY  DISCLAIMS ALL WARRANTIES,
WHETHER EXPRESS,  IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE, INCLUDING WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT,  AND EACH  PARTY  DOES NOT  GUARANTEE  THAT  THE  SERVICES  0R
DELIVERABLES  WILL  MEET  HEMOBIOTECH'S   NEEDS.  Except  for  fraud,   wrongful
misconduct or gross negligence,  BioLink's total liability, in contract, tort or
otherwise  arising out of, in conection with or under this  Agreement,  shall be
limited to the amount of fees  received by BioLink  under this  Agreement in the
three (3) month  period  preceding  the  situation  that gave rise to a claim by
Hemobiotech.   Except  for  fraud,  wrongful  misconduct  or  gross  negligence,
Hemobiotech's total liability, in contract, tort or otherwise arising out of, in
connection with or under this Agreement, shall be limited to the payments of the
full amount of services under this agreement.  In no event shall either party be
liable for any special,  consequential,  indirect or incidental  damages however
arising, including without limitation, loss of profits, revenue or data, even if
apprised of the possibility of such damages occurring.

FORCE MAJEURE. Failure of either Party to perform the terms of this Agreement in
whole or in part shall be excused if such  failure  results  from events  beyond
such  Party's  reasonable  control,  and  which by the  exercise  of  reasonable
diligence are unpreventable by such Party,  including,  but not limited to: war,
hostilities,  revolution, riot, civil disorder, acts of terrorism, flood, storm,
fire or other  physical  disaster,  acts of  government,  strikes or other labor
disputes,  unavailability  of plant,  equipment  or  materials  or damage to any
premises,  plant,  equipment or materials  (each,  a "Force  Majeure").  A Party
invoking  the  provisions  of  Force  Majeure  shall  take all  action  which is
reasonable under the circumstances to overcome the Force Majeurce


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and shall be entitled to such  extensions of time as may be fair and  reasonable
in all the  circumstances  to continue with the  performance of its  obligations
hereunder,  provided  that such Party shall  suspend  performance  only for such
period of time as is necessary as a result of the Force Majeure.

MISCELLANEOUS. No modification, amendment, or waiver may be made to the terms of
this Agreement  without the written consent of both Parties.  Should one term of
this Agreement be found  unenforceable,  the  enforceability of the remainder of
the Agreement shall not be affected.  Failure of either Party to avail itself of
any  breach of this  Agreement  by the other  Party  shall not be deemed to be a
waiver of any subsequent  breach.  This  Agreement  shall remain binding on each
Party's  successors  and  assigns.  Neither  Party may assign or  transfer  this
Agreement to any other person or entity without the prior written consent of the
other Party,  provided  that either  Party may assign this  Agreement to another
entity:  (i)  owning a majority  of its  outstanding  stock,  (ii) into which it
merges, or (iii) which acquires all or substantially all of its assets.

SOLICITATION OF EMPLOYMENT.  Hemobiotech shall pay a fee of One Hundred Thousand
Dollars  ($100,000) for each employee or agent of BioLink that becomes  employed
by  Hemobiotech  during  the  Term of this  Agreement  and  within  one (1) year
thereafter, unless otherwise agreed by BioLink in writing.

VENUE.  The laws of the United  States of America,  the State of Delaware  shall
define and control this Agreement, without regard to conflict of law principles.
Any dispute or claim arising out of, or in connection with, this Agreement shall
be finally  settled by binding  arbitration  in accordance  with the  Commercial
Rules of the American  Arbitration  Association by one (1)  arbitrator  mutually
agreed upon by the Parties. Judgment on the award rendered by the arbitrator may
be entered in any court of competent jurisdiction.

If you agree with the above  proposal,  please  sign and return one copy of this
Agreement.  The other copy is for your files. This Agreement may be executed in,
one or more counterparts.

BIOLINK LIFE SCIENCES, INC.               HEMOBIOTECH
By:                                       By:

/s/ Deanna J. Nelson                      /s/ Arthur P. Bollon
-------------------------------------     --------------------------------------
Deanna J. Nelson, Ph.D                    Arthur P. Bollon, Ph.D.
President and Chief Executive Officer     President and Chief Scientific Officer


May 25, 2004                              May 25, 2004
-------------------------------------     --------------------------------------
Date                                      Date



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              SCHEDULE A - DESCRIPTION OF SERVICES AND COMPENSATION

FEES:

Regulatory Affairs Consulting:   $250 per hour, $10,000 monthly cap unless
authorized by the Company

Scheduled Meetings and Conferences:   $250 per hour. Please note that each
BioLink consultant maintains a 4-hour minimum fee for onsite meetings and that
travel time for meetings and conferences in any venue will be billed at half
rate.

EXPENSES:

Requests for reasonable and customary expenses in excess of $50 other than
travel expenses will be submitted to Hemobiotech for approval prior to being
incurred.

Travel will be incurred at Hemobiotech's request and reasonable and customary
expenses related thereto will be invoiced to Hemobiotech on a monthly basis.
Please note that international travel will be completed in "Business Class."

STATEMENTS:

BioLink shall prepare itemized invoices monthly, and Hemobiotech shall pay
BioLink within 20 days of receipt of each invoice.