THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED ("1933
ACT")  OR ANY  STATE  SECURITIES  LAWS.  SUCH  SECURITIES  MAY  NOT BE  SOLD  OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION  THEREFROM UNDER
THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

                       CLASS A WARRANT TO PURCHASE SHARES
                             OF THE COMMON STOCK OF
                                HEMOBIOTECH INC.

         This certifies that  ___________________,  or his successors or assigns
("Holder")  for each share of the Common  Stock  exercised  hereunder,  shall be
entitled to purchase from HEMOBIOTECH, Inc., a Delaware corporation ("Company"),
having its principal place of business at 2110 Research Row, Suite 457,  Dallas,
TX 75235, ___________ fully paid and non-assessable shares ("Warrant Shares") of
the Company's  common stock, par value $.001 per share ("Common  Stock"),  at an
exercise price of $1.06 ("Exercise Price") per Warrant Share.  Capitalized terms
used  but  not  defined  herein  shall  have  the  meanings  set  forth  in  the
Subscription  Agreement,  dated as of even date herewith,  pursuant to which the
Holder has purchased this Warrant (the "Subscription Agreement").

         This  Class A  Warrant  is being  issued in  connection  with a private
placement  offering  (the  "Private  Placement")  by the Company of a minimum of
$2,000,000 and a maximum of $3,500,000 (plus up to an additional  $1,000,000) of
Units,  being sold only to  accredited  investors,  as  described in the Private
Placement Offering Memorandum, dated as of August 20, 2004. This Class A Warrant
is  identical  to all other Class A Warrants  issued in the  Private  Placement,
except for the number of Warrant Shares issuable hereunder.

         This Class A Warrant shall be  exchangeable  for Warrant  Shares at any
time, or from  time-to-time,  following the date of issuance up to and including
5:00 p.m.  (local time) on the fifth (5th)  anniversary of the effective date of
the Registration  Statement described in Section 6 hereof  ("Expiration  Date"),
subject to redemption as set forth in Section 15 hereof,  upon (i) the surrender
to the Company at its principal  place of business (or at such other location as
the Company  may advise the Holder in writing) of this Class A Warrant  properly
endorsed with a form of subscription in  substantially  the form attached hereto
duly  filled in and signed and (ii) if  applicable,  upon  payment in cash or by
check of the aggregate Exercise Price for the number of Warrant Shares for which
this Class A Warrant is being  exercised,  as determined in accordance  with the
provisions  hereof.  The  Exercise  Price  and  the  number  of  Warrant  Shares
purchasable hereunder are subject to adjustment as provided in Section 2 of this
Class A Warrant.

         1. EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR WARRANT SHARES.

         A. GENERAL. This Class A Warrant is exercisable in full, or in part for
10,000 or more shares (but not for a fraction of a share),  at the option of the
Holder of record  at any time or from time to time  following  the date on which
the Registration  Statement described in Section 6 hereof is declared effective,
up to the  Expiration  Date,  by the  Holder by the  facsimile  delivery  of the
exercise  notice,  as  attached  hereto,  on the  date  of the  exercise  and by
surrender  of this  Class A  Warrant  within  five (5)  business  days  from the
exercise day at the address set forth hereof,  together  with proper  payment of
the  aggregate   purchase  price  payable   hereunder  for  the  Warrant  Shares
("Aggregate  Warrant Price"),  or the proportionate part thereof if this Class A
Warrant is being exercised in part.

         B. PAYMENT OF EXERCISE PRICE;  SHARE DELIVERY.  Payment for the Warrant
Shares shall be made by wire, or check  payable to the order of the Company.  If
this  Class A  Warrant  is  exercised  in part,  this  Class A  Warrant  must be
exercised  for a number of whole shares of the Common  Stock,  and the Holder is
entitled to

<PAGE>

receive a new Class A Warrant covering the Class A Warrant Shares which have not
been exercised and setting forth the proportionate part of the Aggregate Warrant
Price applicable to such Class A Warrant Shares.  In the case of the exercise of
less than all of the Class A Warrants  represented  hereby,  the  Company  shall
cancel  this Class A Warrant  Certificate  upon the  surrender  hereof and shall
execute  and  deliver  a new  Class A  Warrant  Certificate  or Class A  Warrant
Certificates of like tenor for the balance of such Class A Warrants. The Company
agrees that the Warrant Shares purchased under this Class A Warrant shall be and
are deemed to be issued to the Holder  hereof as the record owner of such shares
as of the close of business on the date on which the exercise  notice  (attached
hereto as Schedule A or B) is delivered to the Company via facsimile;  PROVIDED,
HOWEVER,  that in such case this  Class A Warrant  shall be  surrendered  to the
Company  within five (5) business days.  Certificates  for the Warrant Shares so
purchased, together with any other securities or property to which the Holder is
entitled upon such exercise,  shall be delivered to the Holder by the Company at
the Company's  expense within a reasonable time after the rights  represented by
this Class A Warrant have been so exercised,  and in any event, within seven (7)
days of such exercise.  Each Common Stock  certificate so delivered  shall be in
such  denominations  of 10,000 or more Warrant Shares as may be requested by the
Holder  hereof  and  shall  be  registered  on the  Company's  books in the name
designated by such Holder.

         C. WARRANT SHARES TO BE FULLY PAID;  RESERVATION OF WARRANT SHARES. The
Company  covenants  and agrees that all Warrant  Shares which may be issued upon
the  exercise  of the  rights  represented  by this Class A Warrant  will,  upon
issuance,  be duly authorized,  validly issued, fully paid and nonassessable and
free from all preemptive rights of any shareholder and free of all taxes,  liens
and charges with respect to the issue thereof. The Company further covenants and
agrees that, during the period within which the rights represented by this Class
A Warrant may be exercised,  the Company will at all times have  authorized  and
reserved, for the purpose of issue or transfer upon exercise of the subscription
rights  evidenced  by this Class A  Warrant,  a  sufficient  number of shares of
authorized  but unissued  Common Stock,  when and as required to provide for the
exercise of the rights  represented  by this Class A Warrant.  The Company  will
take all such action as may be necessary to assure that such Warrant  Shares may
be  issued  as  provided  herein  without  violation  of any  applicable  law or
regulation,  or of any  requirements  of any domestic  securities  exchange upon
which the Common Stock or other  securities  may be listed;  PROVIDED,  HOWEVER,
that the Company shall not be required to effect a registration under federal or
state securities laws with respect to such exercise.

         D. MARKET STAND-OFF. Notwithstanding anything to the contrary contained
herein,  to the extent the Company  consummates an initial public offering prior
to the effective date of the Registration  Statement  required to be filed under
the Registration  Rights Agreement  described in Section 6 hereof, the holder of
this Warrant or any Warrant  Shares  issued upon  exercise of this Warrant shall
not be entitled to sell any part of this  Warrant or Warrant  Shares  within the
nine (9)-month  period  immediately  following the consummation of the Company's
initial  public  offering (if so requested by the  underwriter  involved in such
initial  public  offering),  provided  that all  officers  and  directors of the
Company and Meyers  Associates LP, the Company's  placement agent in the Private
Placement ("Meyers") are similarly bound.

         2.  DETERMINATION OR ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT
SHARES. The Exercise Price and number of shares purchasable upon the exercise of
this Class A Warrant shall be subject to  adjustment  from time to time upon the
occurrence of certain events  described in this Section 2. Upon each  adjustment
of the Exercise  Price,  the Holder of this Class A Warrant shall  thereafter be
entitled to purchase  that number of Warrant  Shares as determined in accordance
with the following:

         A.  SUBDIVISION  OR  COMBINATION  OF COMMON STOCK.  In case the Company
shall at any time  subdivide  its  outstanding  shares  of Common  Stock  into a
greater number of shares, the Exercise Price in effect immediately prior to such
subdivision  shall  be  proportionately  reduced,  and  conversely,  in case the
outstanding  shares of Common  Stock of the  Company  shall be  combined  into a
smaller number of shares, the Exercise Price in effect immediately prior to such
combination shall be proportionately increased.

                                       2
<PAGE>

         B. DIVIDENDS IN COMMON STOCK, OTHER STOCK, PROPERTY,  RECLASSIFICATION.
If at any time or from time to time the  holders of Common  Stock (or any shares
of stock or other  securities at the time  receivable  upon the exercise of this
Class A Warrant  or into  which  such  securities  are  convertible)  shall have
received or become entitled to receive, without payment therefore:

            i.       Capital stock, Common Stock or any shares of stock or other
                     securities  which are at any time  directly  or  indirectly
                     convertible  into or exchangeable  for Common Stock, or any
                     rights or options to subscribe  for,  purchase or otherwise
                     acquire  any of the  foregoing  by way of dividend or other
                     distribution; or

            ii.      Capital  stock,  Common Stock or additional  stock or other
                     securities or property  (including cash) by way of spinoff,
                     split-up,   reclassification,   combination  of  shares  or
                     similar  corporate  rearrangement  (other  than  shares  of
                     Common  Stock  issued as a stock  split or  adjustments  in
                     respect  of which  shall be covered by the terms of Section
                     2A above),  then and in each such case,  the Holder  hereof
                     shall,  upon  the  exercise  of this  Class A  Warrant,  be
                     entitled to receive, in addition to the number of shares of
                     capital  stock or Common Stock  receivable  thereupon,  and
                     without payment of any additional  consideration  therefor,
                     the amount of stock and other securities and property which
                     such Holder would hold on the date of such  exercise had he
                     been the  holder of record of such  Common  Stock as of the
                     date on which  holders of Common  Stock  received or became
                     entitled  to receive  such  shares or all other  additional
                     stock and other securities and property.

         C. REORGANIZATION, RECLASSIFICATION,  CONSOLIDATION, MERGER OR SALE. If
any recapitalization, reclassification or reorganization of the capital stock of
the  Company,  or any  consolidation  or  merger  of the  Company  with  another
corporation,  or the sale of all or  substantially  all of its  assets  or other
transaction  shall be effected in such a way that  holders of Common Stock shall
be entitled  to receive  stock,  securities,  or other  assets or  property  (an
"Organic  Change"),  then,  as a condition  of such Organic  Change,  lawful and
adequate provisions shall be made by the Company whereby the Holder hereof shall
thereafter  have the right,  upon exercise of this Class A Warrant,  to purchase
and  receive  (in  lieu  of  the  shares  of the  Common  Stock  of the  Company
immediately  theretofore  purchasable  and  receivable  upon the exercise of the
rights represented by this Class A Warrant) such shares of stock,  securities or
other  assets or  property  as may be issued or  payable  with  respect to or in
exchange  for a number of  outstanding  shares of such Common Stock equal to the
number  of  shares  of  such  stock  immediately   theretofore  purchasable  and
receivable upon the exercise of the rights  represented by this Class A Warrant.
In the event of any Organic Change,  appropriate  provision shall be made by the
Company with  respect to the rights and  interests of the Holder of this Class A
Warrant to the end that the provisions hereof  (including,  without  limitation,
provisions  for  adjustments  of the Exercise  Price and of the number of shares
purchasable  and  receivable  upon the  exercise of this Class A Warrant)  shall
thereafter  be  applicable,  in relation to any shares of stock,  securities  or
assets  thereafter  deliverable upon the exercise  hereof.  The Company will not
effect any such consolidation,  merger or sale unless, prior to the consummation
thereof,  the successor  corporation (if other than the Company)  resulting from
such  consolidation  or the  corporation  purchasing such assets shall assume by
written instrument  executed and mailed or delivered to the Holder hereof at the
last  address  of  such  Holder  appearing  on the  books  of the  Company,  the
obligation  to deliver to such Holder,  upon  Holder's  exercise of this Class A
Warrant and payment of the purchase  price in accordance  with the terms hereof,
such shares of stock,  securities or assets as, in accordance with the foregoing
provisions, such Holder may be entitled to purchase.

         D. MINIMAL ADJUSTMENTS.  No adjustment of the exercise price,  however,
shall be made in an  amount  less  than  $.01  per  Share,  but any such  lesser
adjustment  shall be carried  forward and shall be made at

                                       3
<PAGE>

the time and together with the next  subsequent  adjustment  which together with
any adjustments so carried forward shall amount to $.01 per Share or more.

         E.  NOTICES OF CHANGE.  Upon any  determination  or  adjustment  in the
number or class of shares  subject to this Class A Warrant  and of the  Exercise
Price,  the Company  shall give written  notice  thereof to the Holder,  setting
forth in reasonable detail and certifying the calculation of such  determination
or adjustment.  The Company shall give written notice to the Holder at least ten
(10)  business  days prior to the date on which the Company  closes its books or
takes a record for determining rights to receive any dividends or distributions.
The Company shall also give written  notice to the Holder at least ten (10) days
prior to the date on which an Organic Change shall take place.

         3. ISSUE TAX. The issuance of certificates  for Warrant Shares upon the
exercise of the Class A Warrant  shall be made  without  charge to the Holder of
the Class A Warrant for any issue tax (other than any  applicable  income taxes)
in respect thereof; provided, however, that the Company shall not be required to
pay any tax which may be  payable in respect  of any  transfer  involved  in the
issuance and delivery of any  certificate  in a name other than that of the then
Holder of the Class A Warrant being exercised.

         4.  CLOSING OF BOOKS.  The Company  will at no time close its  transfer
books  against the  transfer of any warrant or of any shares of stock  issued or
issuable  upon the exercise of any warrant in any manner which  interferes  with
the timely exercise of this Class A Warrant.

         5. NO VOTING OR  DIVIDEND  RIGHTS;  LIMITATION  OF  LIABILITY.  Nothing
contained  in this Class A Warrant  shall be construed  as  conferring  upon the
Holder hereof the right to vote as a shareholder of the Company. No dividends or
interest  shall be payable  or  accrued in respect of this Class A Warrant,  the
interest represented hereby, or the shares purchasable hereunder until, and only
to the extent that, this Class A Warrant shall have been  exercised.  The Holder
of this Class A Warrant  shall  receive all notices as if a  shareholder  of the
Company.  No  provisions  hereof,  in the absence of  affirmative  action by the
Holder to purchase shares of Common Stock, and no mere enumeration herein of the
rights or privileges of the Holder  hereof,  shall give rise to any liability of
such Holder for the Exercise Price or as a shareholder  of the Company,  whether
such liability is asserted by the Company or by its creditors.

         6. REGISTRATION. The Warrant Shares underlying this Class A Warrant are
subject to a Registration Rights Agreement, dated as of the date hereof, between
the Company and the Holder (the "Registration Rights Agreement").

         7.  REPRESENTATIONS  AND COVENANTS OF THE HOLDER.  This Class A Warrant
has  been  entered  into  by  the  Company  in  reliance   upon  the   following
representations and covenants of the Holder:

         A.  INVESTMENT  PURPOSE.  The Class A  Warrant  or the  Warrant  Shares
issuable  upon  exercise of the Class A Warrant will be acquired for  investment
and not with a view to the sale or  distribution  of any part  thereof,  and the
Holder  has  no  present   intention  of  selling  or  engaging  in  any  public
distribution of the same except pursuant to a registration or exemption.

         B. PRIVATE ISSUE.  The Holder  understands (i) that the Class A Warrant
and the Warrant  Shares  issuable  upon exercise of this Class A Warrant are not
registered  under the 1933 Act or qualified under  applicable  state  securities
laws on the ground that the issuance  contemplated  by this Class A Warrant will
be exempt from the registration and  qualifications  requirements  thereof,  and
(ii)  that  the  Company's  reliance  on such  exemption  is  predicated  on the
representations set forth in this Section 7.

                                       4
<PAGE>

         C.  DISPOSITION OF HOLDERS  RIGHTS.  In no event will the Holder make a
disposition of the Class A Warrant or the Warrant Shares  issuable upon exercise
of the Class A Warrant  unless and until (i) it shall have  notified the Company
of the proposed disposition, and (ii) if requested by the Company, it shall have
furnished  the Company with an opinion of counsel  (which  counsel may either be
inside or outside  counsel to the  Holder)  satisfactory  to the Company and its
counsel to the effect that (A) appropriate  action necessary for compliance with
the  1933  Act  has  been  taken,  or (B) an  exemption  from  the  registration
requirements of the 1933 Act is available.  Notwithstanding  the foregoing,  the
restrictions  imposed upon the  transferability  of any of its rights to acquire
Common Stock  issuable on the exercise of such rights shall  terminate as to any
particular  share of stock when (1) such  security  shall have been  effectively
registered  under the 1933 Act and sold by the Holder thereof in accordance with
such registration or (2) such security shall have been sold without registration
in compliance  with Rule 144 under the 1933 Act, or (3) a letter shall have been
issued to the Holder at its request by the staff of the  Securities and Exchange
Commission  or a ruling  shall have been  issued to the Holder at its request by
such  Commission  stating that no action shall be  recommended  by such staff or
taken by such  Commission,  as the case may be, if such security is  transferred
without  registration  under the 1933 Act in accordance  with the conditions set
forth in such  letter or ruling  and such  letter  or ruling  specifies  that no
subsequent  restrictions  on transfer are  required.  Whenever the  restrictions
imposed hereunder shall terminate, as hereinabove provided, the Holder or holder
of a share  of  stock  then  outstanding  as to  which  such  restrictions  have
terminated  shall be entitled to receive  from the Company,  without  expense to
such Holder,  one or more new  certificates  for the Class A Warrant or for such
shares of stock not bearing any restrictive legend.

         D.  FINANCIAL  RISK.  The Holder has such  knowledge and  experience in
financial  and business  matters as to be capable of  evaluating  the merits and
risks of its  investment,  and has the ability to bear the economic risks of its
investment.

         E. RISK OF NO REGISTRATION.  The Holder understands that if the Company
does not file reports  pursuant to Section 15(d) and/or  Section  12(g),  of the
Securities  Exchange Act of 1934 ("1934 Act"),  or if a  registration  statement
covering the  securities  under the 1933 Act is not in effect when it desires to
sell (i) the Class A Warrant,  or (ii) the Warrant Shares issuable upon exercise
of the  Class A  Warrant,  it may be  required  to hold such  securities  for an
indefinite  period.  The Holder  also  understands  that any sale of the Class A
Warrant or the  Warrant  Shares  issuable  upon  exercise of the Class A Warrant
which  might be made by it in  reliance  upon Rule 144 under the 1933 Act may be
made only in accordance with the terms and conditions of that Rule.

         8.  MODIFICATION  AND WAIVER.  This Class A Warrant  and any  provision
hereof may be changed, waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement of the same is sought.

         9. NOTICES.  Any notice required or permitted  hereunder shall be given
in writing (unless otherwise  specified herein) and shall be deemed  effectively
given upon (i) personal delivery, against written receipt thereof, (ii) delivery
via facsimile or e-mail as set forth below (iii) two business days after deposit
with Federal Express or another nationally recognized overnight courier service,
or (iv) five business days after being forwarded, postage paid, via certified or
registered  mail,  return  receipt  requested,  addressed  to each of the  other
parties  thereunto  entitled  at  the  following  addresses,  or at  such  other
addresses as a party may designate by ten days advance written notice.

         10. BINDING EFFECT ON SUCCESSORS. This Class A Warrant shall be binding
upon  any  corporation  succeeding  the  Company  by  merger,  consolidation  or
acquisition  of all or  substantially  all of the Company's  assets and upon any
permitted  successors and assigns of the Holder.  All of the  obligations of the
Company  relating to the Warrant Shares issuable upon the exercise of this Class
A Warrant  shall survive the exercise and  termination  of this Class A Warrant.
All of the covenants and agreements of the Company shall inure to the benefit of
the successors and assigns of the Holder hereof.

                                       5
<PAGE>

         11. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The description headings of
the several  sections  and  paragraphs  of this Class A Warrant are inserted for
convenience  only and do not  constitute  a part of this Class A  Warrant.  This
Class A Warrant  shall be construed  and enforced in  accordance  with,  and the
rights of the parties shall be governed by the laws of the State of Delaware.

         12. LOST WARRANTS.  The Company  represents  and warrants to the Holder
hereof that upon receipt of evidence  reasonably  satisfactory to the Company of
the loss, theft, destruction,  or mutilation of this Class A Warrant and, in the
case of any such  loss,  theft or  destruction,  upon  receipt  of an  indemnity
reasonably  satisfactory  to the Company,  or in the case of any such mutilation
upon surrender and  cancellation  of such Class A Warrant,  the Company,  at its
expense,  will make and deliver a new Class A Warrant, of like tenor, in lieu of
the lost, stolen, destroyed or mutilated Class A Warrant.

         13.  FRACTIONAL  SHARES.  No  fractional  shares  shall be issued  upon
exercise  of this Class A Warrant.  The  Company  shall,  in lieu of issuing any
fractional  share,  pay the Holder entitled to such fraction a sum in cash equal
to such fraction multiplied by the then effective Exercise Price.

         14.  JURISDICTION.  THE COMPANY AND THE HOLDER EACH (I) AGREES THAT ANY
SUIT,  ACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO THIS WARRANT SHALL BE
INSTITUTED  EXCLUSIVELY IN THE  APPROPRIATE  STATE COURT COUNTY OF NEW YORK, NEW
YORK OR IN THE UNITED  STATES  DISTRICT  COURT FOR THE SOUTHERN  DISTRICT OF NEW
YORK,  (II) WAIVES ANY  OBJECTION  WHICH THE  COMPANY MAY HAVE NOW OR  HEREAFTER
BASED UPON  FORUM NON  CONVENIENS  OR TO THE VENUE OF ANY SUCH  SUIT,  ACTION OR
PROCEEDING,  AND (III)  IRREVOCABLY  CONSENTS TO THE  JURISDICTION  OF THE STATE
COURT, COUNTY OF NEW YORK, NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN  DISTRICT  OF NEW YORK IN ANY SUCH  SUIT,  ACTION  OR  PROCEEDING.  THE
COMPANY AND THE HOLDER EACH FURTHER AGREES TO ACCEPT AND ACKNOWLEDGE  SERVICE OF
ANY AND ALL PROCESS  WHICH MAY BE SERVED IN ANY SUCH SUIT,  ACTION OR PROCEEDING
IN THE  STATE  COURT,  COUNTY  OF NEW  YORK,  NEW YORK OR IN THE  UNITED  STATES
DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK AND AGREES THAT SERVICE OF
PROCESS  UPON THE  COMPANY  OR THE  HOLDER,  MAILED BY  CERTIFIED  MAIL TO THEIR
RESPECTIVE ADDRESSES, SUCH SERVICE TO BECOME EFFECTIVE THREE BUSINESS DAYS AFTER
SUCH MAILING,  WILL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON
THE  COMPANY  OR THE  HOLDER,  AS THE  CASE  MAY  BE,  IN ANY  SUIT,  ACTION  OR
PROCEEDING.  FURTHER, BOTH THE COMPANY AND THE HOLDER HEREBY WAIVE TRIAL BY JURY
IN ANY  ACTION  TO  ENFORCE  THIS  NOTE  AND IN  CONNECTION  WITH  ANY  DEFENSE,
COUNTERCLAIM OR CROSSCLAIM ASSERTED IN ANY SUCH ACTION.

         15. REDEMPTION.

         A.  Commencing  one (1) year  after the date on which the  Registration
Statement  or another  registration  statement  providing  for the resale of the
Warrant Shares has been declared effective and through the Expiration Date, this
Class A  Warrant  may be  redeemed,  at the sole  option  of the  Company,  at a
redemption price of $.001 per Warrant Share  represented  hereby (the "Aggregate
Redemption  Price"),  upon 30 days'  written  notice  delivered  to the  Holder,
provided  that the closing  bid or last sales  price of the Common  Stock of the
Company has been at least $2.12 for 20 consecutive  trading days ending not more
than  three  (3) days  prior to the date of  notice  of  redemption.  Except  as
provided in Section 15B hereof, on and after the date fixed for redemption,  the
Holder  shall have no rights  with  respect  to this  Class A Warrant  except to
receive the

                                       6
<PAGE>

$.001  per Class A  Warrant  upon  surrender  of this  Certificate.  All Class A
Warrants must be redeemed in full if any are redeemed at all.

         B. The notice of redemption shall specify: (i) the Aggregate Redemption
Price;  (ii) the date fixed for redemption (the  "Redemption  Date");  (iii) the
place where Class A Warrant  Certificates shall be delivered;  and (iv) that the
right to exercise the Class A Warrants  shall  terminate at 5:00 p.m. EST on the
Business Day  immediately  preceding  the  Redemption  Date. An affidavit of the
Secretary or an Assistant Secretary of the Company that notice of redemption has
been mailed shall, in the absence of fraud, be conclusive  evidence of the facts
stated therein.

         C. From and after the Redemption  Date, the Company shall, at the place
specified in the notice of redemption,  upon  presentation  and surrender to the
Company by or on behalf of the Holder  thereof of this Class A Warrant,  deliver
or cause to be  delivered  to or upon the written  order of such holder a sum of
cash equal to the Redemption Price of each such Class A Warrant.  From and after
the  Redemption  Date and upon the deposit or setting  aside by the Company of a
sum sufficient to redeem all the Class A Warrants  called for  redemption,  such
Class A Warrants shall expire and become void and all rights hereunder and shall
cease, except the right, if any, to receive payment of the Redemption Price.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                        7
<PAGE>

         IN WITNESS  WHEREOF,  the Company has caused this Class A Warrant to be
duly executed by its officers, thereunto duly authorized this __ day of October,
2004.

                                               HEMOBIOTECH, INC.


                                               By:
                                                   -----------------------------
                                                   Name: Arthur P. Bollon
                                                   Title: President

Attest:




----------------------------
Secretary



Corporate Seal

                                       8
<PAGE>

                                   SCHEDULE A

                                SUBSCRIPTION FORM

Date:  _________________, _______

Hemobiotech, Inc. - Attn:  President
2110 Research Row, Suite 457
Dallas, TX 75235

Ladies and Gentlemen:


         The undersigned hereby elects to exercise the Class A Warrant issued to
it by Hemobiotech,  Inc.  ("COMPANY"),  ("WARRANT")  and to purchase  thereunder
__________________________________  shares of the  Common  Stock of the  Company
("Warrant Shares") at a purchase price of ________________ Dollars ($______) per
Share or an  aggregate  purchase  price of  __________________  ________________
Dollars ($__________) ("EXERCISE PRICE").

         Pursuant to the terms of the Warrant, the undersigned has delivered the
Exercise Price herewith in full in cash or by certified check or wire transfer.

                                    Very truly yours,

                                    HOLDER NAME:




                                    Authorized Signature:




                                    Title (if applicable):

                                       9
<PAGE>

                                   ASSIGNMENT

                          To Be Executed by the Holder
                           in Order to Assign Warrants

FOR   VALUE   RECEIVED,   ______________________________________________________
hereby sells, assigns and transfers unto

            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

                    -----------------------------------------

                    -----------------------------------------

                    -----------------------------------------
                     [please print or type name and address]



_____________________of the Class A Warrants represented by this Class A Warrant
Certificate,     and    hereby    irrevocably     constitutes    and    appoints
_________________________________________  Attorney  to  transfer  this  Class A
Warrant Certificate on the books of the Company, with full power of substitution
in the premises.

                                    HOLDER NAME:




                                    Authorized Signature:



                                    Title (if applicable):




Dated:
       --------------------------             ----------------------------------
                                              Signature Guaranteed

THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION  FORM MUST CORRESPOND TO THE
NAME AS  WRITTEN  UPON THE FACE OF THIS  CLASS A  WARRANT  CERTIFICATE  IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST
BE  GUARANTEED  BY A  COMMERCIAL  BANK OR TRUST  COMPANY OR A MEMBER FIRM OF THE
AMERICAN  STOCK  EXCHANGE,  NEW YORK STOCK  EXCHANGE,  PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.

                                       10