EX-10.3

[HemoBioTech logo]

                          AMENDED EMPLOYMENT AGREEMENT

         This Amended Employment Agreement (the "Agreement")  is effective as of
October 6, 2003,  by and between  HemoBioTech  Inc.,  a Texas  corporation  (the
"Company"),  and  Arthur P.  Bollon,  Ph.D.  (the  "Executive").  The  Executive
original  employment  agreement  dated  April 9, 2003 is  amended  to reflect on
Executive full disclosure  regarding investment and operating interests in other
ventures as well as to reflect on Executive compensations.

         WHEREAS, Executive is a senior executive of the Company and is expected
to make contributions to the profitability, growth and financial strength of the
Company;

         WHEREAS,  the  Company  desires to assure  both the  present and future
continuity of management of the Company and desires to establish certain minimum
compensation rights of its senior executive officers, including Executive; and

         WHEREAS,  the Company and Executive desire to enter into this Agreement
pursuant to which the Company  will employ  Executive in the  capacity,  for the
period and on the terms and conditions set forth herein;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
and agreements herein contained, the parties hereby agree as follows:

         1.  EMPLOYMENT AND DUTIES.  The Company  hereby  employs  Executive and
Executive hereby accepts such employment in the capacity of Chairman,  President
and Chief Executive Officer ("CEO") of the Company to act in accordance with the
terms and conditions  hereinafter set forth.  During the term of this Agreement,
Executive agrees that he will devote time, attention and skills to the operation
of the Business of the Company and that he will perform such duties,  functions,
responsibilities and authority in connection with the foregoing as are from time
to time  delegated  to  Executive  by the Board of Directors of the Company (the
"BOARD").  It is understood that executive has investment  interest in two other
ventures  including  Biogress  LLC and Quantum  Biotech  Inc.  Biogress  LLC has
performed   and is continuing to perform  operational  and  technology  advisory
services for Company under a separate agreement.  Executive will not be involved
in or receive any payments from  operations  of Biogress LLC or Quantum  Biotech
Inc. while  associated  with Company.  None of these ventures are competing with
the  Company's  business.  For purposes of this  Agreement,  the Business of the
Company shall   be defined as the  development  and  commercialization  of blood
substitute products.

         2. TERM. The term of this  Agreement  shall commence on the date hereof
and shall continue for a period of three (3) years from the date of this amended
agreement.  Thereafter,  this Agreement shall be  automatically  renewed for one
year  periods,  unless  otherwise  terminated  by the Company or Executive  upon
written  notice to the other  given not less than  ninety (90) days prior to the
next anniversary of the Agreement. The initial  three year term and any renewals
thereof shall be referred to herein as the "Term".

<PAGE>

[HemoBioTech logo]

         3. COMPENSATION. In consideration of all the services to be rendered by
Executive  to  the  Company  hereunder,  the  Company  hereby  agrees  to pay or
otherwise  provide Executive the following  compensation and benefits,  it being
understood that the Company shall Defer compensation payments, including salary,
due to executive  after company raises $4 million or more in equity  investments
and/or  grants.  It is  furthermore  understood  that the Company shall have the
right to deduct or withheld under any provision of applicable law (including but
not  limited  to Social  Security  payments,  income tax  withholding  and other
required  deductions not in effect or which may become effective by law any time
during the Term):

            (a) SALARY.  Executive shall receive an annual salary of Two Hundred
and Sixty Five Thousand  Dollars  ($265,000),  plus annual cost of living salary
increases ("Base  Salary").  The Base Salary shall be reviewed by the Board each
year prior to the anniversary of this Agreement to determine the annual increase
to the Base  Salary;  PROVIDED,  HOWEVER,  that in no event  shall  such  annual
increase be less than cost of living  increase.  While date of this agreement is
Oct. 6, 2003,  annual  salary is  retoactive   to April 8, 2003 and  Executive's
deferred  compensations  starting April 8, 2003 are based on the $265,000 annual
salary.  Salary  will be paid in equal  installments  not less  frequently  than
monthly in accordance with the Company's salary payment practices in effect from
time to time for senior executives of the Company.

            (b) BONUS PAYMENT. The Board shall   establish a Bonus  Committee to
determine the criteria for, and amounts of, any potential bonus payments.

            (c) BENEFIT PLANS.  Executive shall be covered by health,  accident,
      disability  and life  insurance  programs,  and any other  fringe  benefit
      program,  which the  Company  may adopt and  implement  after it raises $4
      million or more in equity investments and/or grants for the benefit of the
      Company's employees.  The Company anticipates  establishing a stock option
      plan for some or all of its employees, including Executive, prior to April
      30, 2003.  Notwithstanding the foregoing however, nothing contained herein
      shall be construed as an obligation of the Company to   implement any such
      program for any period of time for any employee;  PROVIDED,  HOWEVER, that
      the Company  agrees to grant to  Executive an option for the purchase of a
      minimum of 1.2 million  shares of Class A Common  Stock at an  anticipated
      exercise  price of $1.20 per share pursuant to the terms and conditions of
      the stock option plan adopted by the Company. Company also agrees to grant
      to  Executive  1.8 million  shares of Class A Common Stock at par value of
      $.001 per share prior to April 30, 2003.

            (d) EXPENSES.  Executive shall be entitled to receive  reimbursement
for all reasonable  expenses  incurred by him in connection with the fulfillment
of his duties hereunder; PROVIDED, HOWEVER, that Executive has complied with all
policies and procedures  related to the reimbursement of such expenses as shall,
from time to time, be established by the Company.

            (e) Automobile allowance may be considered in the future.

            (f)  VACATIONS AND SICK LEAVE.  Executive  shall be entitled to four
(4) weeks paid vacation  annually to be taken in  accordance  with the Company's
vacation policy in effect from time to time and at such time or times as many be
agreed upon between the Company and Executive;  PROVIDED,  HOWEVER,  that if for
any reason Executive does not take the full four (4) weeks vacation in any given
year,  Executive  shall be entitled to accrue and carry over such  vacation time
according  to the policy  established  by the Company.  Executive  shall also be

<PAGE>

[HemoBioTech logo]

entitled to sick leave according to the sick leave policy which the Company many
adopt from time to time.

            (f) it is  understood  that  Executive  will be based in  Dallas  at
Company headquarters.

         4. INDEMNIFICATION.  Company shall at all times during the term of this
Agreement and thereafter,  indemnify and defend and hold Executive harmless from
and against all liability,  loss, costs, claims, damages,  expenses,  judgments,
awards,  and  settlements as well as attorneys'  fees and expenses,  personal or
otherwise,  whether in tort or in contract,  law or equity, that it may incur by
reason of or arising out of any claim made by any third  party,  with respect to
Executive's   employment   with  Company  in  accordance  with  this  Agreement.
Indemnification  shall include all costs,  including actual  attorneys' fees and
expenses reasonably incurred in pursuing indemnity claim under or enforcement of
this  Agreement.  Executive  shall  also at all  times  during  the term of this
Agreement and thereafter,  indemnify and defend and hold Company,  its founders,
owners, directors,  officers,  employees,  advisors,  agents, partners,  service
providers and affiliates  harmless from and against all liability,  loss, costs,
claims,  damages,  expenses,  judgments,  awards,  and  settlements  as  well as
attorneys'  fees and  expenses,  personal  or  otherwise,  whether in tort or in
contract,  law or equity,  that it may incur by reason of or arising  out of any
claim made by any third party,  with respect to any illegal  actions  during the
Executive's   employment   with  Company  in  accordance  with  this  Agreement.
Indemnification  shall include all costs,  including actual  attorneys' fees and
expenses  reasonably  incurred in pursuing indemnity claims under or enforcement
of this Agreement. Executive is not bound by the terms of any agreement with any
previous  employer or other party which would limit his abilities to perform his
duties for Company.

         5. LIMITATION OF LIABILITY.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN
THIS AGREEMENT,  COMPANY, ITS FOUNDERS, OWNERS, DIRECTORS,  OFFICERS, EMPLOYEES,
ADVISORS,  PARTNERS  AND  AFFILIATES  MAKE  NO  REPRESENTATIONS  AND  EXTEND  NO
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,  INCLUDING BUT NOT LIMITED TO
MERCHANTABILITY,  FITNESS  FOR  A  PARTICULAR  PURPOSE,  VIABILITY  OF  COMPANY,
COMMERCIABILITY  OF PRODUCT  OR  VALIDITY  OF PATENT  RIGHTS  CLAIMS,  ISSUED OR
PENDING,   AND  THE  ABSENCE  OF  LATENT  OR  OTHER  DEFECTS,   WHETHER  OR  NOT
DISCOVERABLE.

         EXECUTIVE AGREES THAT REGARDLESS OF THE FORM OF ANY CLAIM,  EXECUTIVES'
SOLE REMEDY AND COMPANY OBLIGATION WITH RESPECT TO ANY CLAIMS MADE RELATED TO OR
ARISING OUT OF THIS AGREEMENT  SHALL BE GOVERNED BY THIS  AGREEMENT,  AND IN ALL
CASES EXECUTIVE'S  REMEDIES SHALL BE LIMITED  SPECIFICALLY TO COMPANY AND NOT TO
ASSETS  OR  PERSONAL  AND  BUSINESS  INTERESTS  OF  COMPANY  FOUNDERS,   OWNERS,
DIRECTORS,  OFFICERS,  EMPLOYEES,  ADVISORS,  PARTNERS  AND  AFFILIATES.  IT  IS
EXPRESSLY  AGREED  THAT  IN  NO  EVENT  SHALL  COMPANY,  ITS  FOUNDERS,  OWNERS,
DIRECTORS,  OFFICERS, EMPLOYEES, ADVISORS, PARTNERS AND AFFILIATES BE LIABLE FOR
PERSONAL,  INCIDENTAL,  DIRECT,  INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND,
INCLUDING  ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS  REGARDLESS OF
WHETHER COMPANY


<PAGE>

[HemoBioTech logo]

SHALL BE ADVISED,  SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE
POSSIBILITY.

6. TERMINATION. (a) EVENTS OF TERMINATION. This Agreement shall terminate on the
earliest to occur of the following events:

            (i)   the expiration of the Term;

            (ii)  the mutual agreement of the Company and the Executive;

            (iii) the voluntary  termination  of the  Executive  other then as a
                  result  of  a  Constructive   Termination  Event  (as  defined
                  herein);

            (iv)  the  death  of  Executive  or  Executive's   retirement;

            (v)   Executive becoming  completely unable to perform his duties as
                  described herein due to injury,  illness or disability (mental
                  or   physical), as  determined  by an   independent  physician
                  selected with the approval of the Company and Executive, for a
                  period of three (3) consecutive months ("Disability"); or

            (vi)  the  termination  of the  Executive  by the  Company for "just
                  cause" (as  defines  herein)  upon  giving  written  notice to
                  Executive

            For the  purposes  hereof,  the Company  shall have "just  cause" to
terminate  Executive's  employment  hereunder as a result of  Executive's  gross
negligence,  willful  misconduct or fraud in carrying out his duties as required
pursuant  to the terms of the  Agreement.  Notwithstanding  any other  provision
contained  herein,  the Company  shall have the right to terminate the agreement
and  Executive's   employment  without  just  cause,  and  Executive's  remedies
hereunder  in the event of such  termination  shall be limited to the  Severance
Payment set forth in Section 5 hereof.

            (b)  TERMINATION  FOR  JUST  CAUSE  OR  VOLUNTARY  TERMINATION.   If
Executive's  employment  is terminated  prior to the  expiration of the Term for
just cause or if  Executive's  employment  is terminated as set forth in Section
6(a) (ii) or (iii) hereof,  Executive shall not be entitled to receive Severance
Payment  (as defined  herein) and will only be entitled to receive  compensation
earned buy Severance Payment as of the date of such termination.

            (c)  TERMINATION  WITHOUT JUST CAUSE.  If Executive's  employment is
terminated by the Company  without just cause or as a result of the  Executive's
Disability,  Executive  shall be entitled to receive the Severances  Payment set
forth in Section 7 hereof. For purposes of the  Agreement,  termination  without
just cause shall include  termination  by Executive of his  employment  with the
Company  within 120 days after the  occurrence  of any of the  following  events
(collectively herein referred to as "Constructive Termination Events") which are
not  remedied  within 10 business  days after  written  notice to the Company by
Executive of such event:

            (i) failure to elect,  re-elect or otherwise  maintain  Executive in
the office to the  position of Chairman,  President or CEO (but not  necessarily
all of those positions), or a substantially equivalent office or position, of or
with the  Company,  or the  removal of, or failure to  re-elect, Executive  as a
director of the Company;

<PAGE>

[HemoBioTech logo]

            (ii) a  significant  adverse  change  in the  nature or scope of the
authority,  powers,  functions,  responsibilities  or  duties  attached  to  the
position of  Executive  with the Company as set forth  herein or a reduction  in
Executive's Base Salary and benefits as set forth herein;

            (iii)  the  liquidation,   dissolution,   merger,  consolidation  or
reorganization of the Company or transfer of all or a significant portion of its
business  and/or asserts,  unless the successor or successors  shall have assume
all duties and obligations of the Company under the Agreement;

            (iv) the Company shall relocate its principal  headquarters  offices
or require  Executive  to have his  principal  location  of work  changed to any
location  which is in excess  of fifty  (50)  miles  from its  current  location
without the prior written consent of Executive; and

            (v) without  limited the generality or effect of the foregoing,  and
material breach of the Agreement by the Company or its successor or successors.

            (d)  INSURANCE.  The  Company  may  secure,  in  its  own  name,  or
otherwise,  and at its own expense,  life, health,  accident and other insurance
covering  Executive  or  Executive  and others.  Executive  agrees to assist the
Company in procuring  such  insurance by  submitting  to the usual and customary
medical and other examinations and by signing, as the insures, such applications
and other instruments in writing as may be reasonably  requires by the insurance
companies to which  application  is made pursuant to such  insurance.  Executive
agrees the he shall have no right,  title,  or interest in  or to any  insurance
policies to the proceeds  thereof which the company many so elect to take out or
to continue on his life.

         7.  SEVERANCE  PAYMENT.  (a)  If  the  Company  terminated  Executive's
employment without just cause or if Executive's  employment is terminated due to
Disability,  Executive  shall  be  entitled  to  receive,  in  addition  to  all
compensation  earned by  Executive  prior to the date of such  termination,  the
following severance payments (the "Severance Payments"):

            (i)  equal  monthly  installments  at the Base  Salary  rate then in
effect,  as determined on the first day of the month  immediately  preceding the
day of termination, to be paid beginning on the first day of the month following
such  termination and continuing  until the earlier of (A) the expiration of the
Term or (B) the expiration of Twenty four (24) months (the "Severance  Period");
PROVIDED,  HOWEVER, that in no event shall the Severance Period be less than six
(6) months; and

            (ii) during the Severance Period, health and life insurance benefits
substantially  similar to those which  Executive  was  receiving  or entities to
receive  immediately  prior to termination;  PROVIDED,  HOWEVER,  such insurance
benefits shall be reduced to the extent  comparable  benefits during such period
following  Executive's  termination,  and  any  benefits  actually  received  by
Executive shall be reported by Executive to the Company.

            (b) DISABILITY.  Whenever Severance Payment are payable to Executive
hereunder during a time when Executive is partially or totally disabled and such
Disability  would entitle him to  disability  income  payments  according to the
terms of any plan or  policy  now or  hereafter  provided  by the  Company,  the
Severance Payment payable to Executive  hereunder shall be inclusive of any such
disability income and shall not be in addition thereto even if such

<PAGE>

[HemoBioTech logo]

disability income if payable directly to Executive by an insurance company under
instance policy paid for by the Company

         8.  RESTRICTIVE  COVENANTS.  Executive  and the Company  agree that the
Company would suffer  irreparable harm and incur substantial damage if Executive
were to enter into Competition (as defined herein) with the Company.  Therefore,
in order for the Company to protect its legitimate business interests, Executive
agrees as flows:

            (a) Without prior written  consent of the Company,  Executive  shall
not, during the period of employment  with the Company,  directly or indirectly,
invest or engage in any business that is  Competitive  (as defined  herein) with
the  Business  of the  Company  or accept  employment  or render  services  to a
Competitor  (as defined  herein) if the Company as a director,  officer,  agent,
employee or consultant  or solicit or attempt to solicit or accept  business the
is Competitive  with the Business of the Company,  except that Executive may own
up to five percent (5%) of any  outstanding  class of  securities of any company
registered under Section 12 of the Securities Exchange Act of 1934, as amended.

            (b)  Without  prior  written  consent  of the  Company  and upon any
termination  of  Executive's  employment  with the  Company  and for a period of
twelve  (12)  months  thereafter,   Executive  shall  not,  either  directly  or
indirectly,  (i),  invest or  engage in any  business  that is  Competitive  (as
defined herein) with the Business of the Company,  except that Executive may own
up to five percent (5%) of any  outstanding  class of  securities of any company
registered under Section 12 of the Securities  Exchange Act of 1934, as amended,
(ii) accept employment with or render services to a Competitor of the Company as
a director,  officer,  agent,  employee or consultant  unless he is serving in a
capacity  that  has  no  relationship  to  the  Competitor's  business  that  is
Competitive  with the  Business of the  Company,  or (iii)  solicit,  attempt to
solicit or accept business Competitive with the Business of the Company from any
of the customers of the Company at the time of his  termination or within twelve
(12)  months  prior  thereto or from any  person or entity  whose  business  the
Company was soliciting at such time.

            (c) Upon  termination of his employment with the Company,  and for a
period of twelve (12) months thereafter, Executive shall not, either directly or
indirectly,  engage,  hire,  employ or  solicit  in any  manner  whatsoever  the
employment of an employee of the Company.

            (f) For  purposes  of this  Agreement,  a business or activity is in
"Competition  of  Competitive"  with the Business of the Company if it involves,
and a person or entity is a  "Competitor",  if that  person or entity is engaged
in,  or  about  to  become  engaged  in,  the  research,  development,   design,
manufacturing,  marketing or selling of a specific  product or  technology  that
resembles,  competes,  or is  designed  to compete,  with,  or has  applications
similar to any  product or  technology  for which the  Company  has  obtained or
applied for a patent or made disclosures, or any product or technology involving
any other  proprietary  research or  development  engaged in or conducted by the
Company during the term of Executive's employment with the Company.

         9.  DISCOVERIES  AND  INVENTIONS. (a) Executive  hereby  assigns to the
Company all his  right, title, and  interest  in and to any and all  inventions,
discoveries, developments, improvements, techniques, designs and data related to
blood substitutes which


<PAGE>

[HemoBioTech logo]

Executive conceives of, reduces to practice, or otherwise creates,  either alone
or jointly with  others,  in the course of his  employment  and in which the law
recognizes any protectable interest.

         10.  CONFIDENTIALITY.  For  purposes of this  Agreement,  "Confidential
Information  and Trade  Secrets"  shall mean all  information,  know how,  trade
secrets,  processes,  computer  software or programs and related  documentation,
methods,   practices,   fabricated   techniques,   marketing  plans,  and  other
compilations  of  information  which relate to the Business of, and are owned by
the Company which were not known  generally to others engaged in the Business of
the Company and which the Company has taken affirmative  actions to protect from
public  disclosure or which do not exist in the public domain.  Executive  shall
not use, or disclose  any of the  Confidential  Information  and Trade  Secrets,
either  during the term of his  employment or at anytime  thereafter,  except as
required  in the course of his  employment.  All  information,  data and similar
items and  documentation  relating to the Business of the Company,  shall remain
the exclusive property of the Company unless owned by Executive.

         11. NOTICES. Any notice or other communication required or permitted to
be given  hereunder  shall be in  writing  and  deemed to have been  given  when
delivered  in  person  or when  dispatched  by  telegram,  electronic  mail,  or
electronic  facsimile  transfer  (confirmed  in writing by mail,  registered  or
certified, return receipt requested, postage prepaid, simultaneously dispatched)
to the addressees at the addresses specified below.

         If to Executive:   Arthur P. Bollon, Ph.D.
                            13227 Cedar Lane
                            Dallas, Texas 75234
                            Phone No.: 972-620-2245

         If to the Company: Ghassan Nino
                            Hemobiotech Inc.
                            15305 Dallas Parkway, Suite 300
                            Addison, TX 75001

or to such other  address  or fax  number as either  party may from time to time
designate in writing to the other.

         12. ENTIRE AGREEMENT.  This Agreement  constitutes the entire agreement
between the parties hereto relating to the subject matter hereof, and supersedes
all prior agreements and understandings,  whether oral or written,  with respect
to the same. No modification, alteration, amendment or revision of or supplement
to this Agreement shall be valid or effective  unless the same is in writing and
signed by both parties hereto.

         13.  GOVERNING  LAW.  This  Agreement  and the rights and duties of the
parties  hereunder  shall be  governed  by,   contrued  under  and  enforced  in
accordance with the laws of the State of Texas.

         14.  ASSIGNMENT.  The rights and  obligations of the parties under this
Agreement shall not be assignable without written permission of the other party


<PAGE>

[HemoBioTech logo]

         15.  SEVERABILITY.  The  invalidity of any provision of this  Agreement
under the applicable laws of the State of Texas or any other jurisdiction, shall
not affect the other  provisions  hereby declared to be severable from all other
provisions.  The intention of the parties, as expressed in any provision held to
be void or  ineffective,  shall be given  such full  force and  effect as may be
permitted by law.

         16.  SURVIVAL.  The  obligations of the Company or its successor to pay
any Severance Payments required hereunder  subsequent to the termination of this
Agreement  and the  obligations  of Executive  under  Sections 6, 7 and 8 hereof
shall survive the termination of this Agreement.

         17. REMEDIES.  Executive and the Company recognize that the services to
be rendered  under this  Agreement by  Executive  are  special,  unique,  and of
extraordinary character, and that in the event of the breach by Executive of the
terms and  conditions  of Sections  4,5, 8, 9 and 10 hereof the Company shall be
entitled,  if it so elects, to institute and prosecute  proceedings in any court
of competent jurisdiction, to obtain damages for any breach thereof.

         18. DISPUTE  RESOLUTION.  Except for the right of either party to apply
to a court of  competent  jurisdiction  for a  temporary  restraining  order,  a
preliminary injunction,  or other equitable relief to preserve the status quo or
prevent irreparable harm any and all claims,  disputes or controversies  arising
under,  out of or in  connection  with  the  Agreement,  including  any  dispute
relating to  production,  use or  commercialization,  which the parties shall be
unable to resolve  within  sixty (60) days shall be mediated in good faith.  The
party raising  such dispute shall promptly advise the other party of such claim,
dispute or controversy in a writing,  which  describes in reasonable  detail the
nature of such  dispute.  By not later  than five (5)  business  days  after the
recipient  has received  such notice of dispute,  each party shall have selected
for itself a representative who shall have the authority to bind such party, and
shall additionally have advised the other party in writing of the name and title
of such representative.  By not later than ten (10) business days after the date
of such notice of dispute,  the party  against whom the dispute  shall be raised
shall select a mediation firm in Texas and such representatives shall schedule a
date with such firm for a mediation  hearing.  The parties shall enter into good
faith mediation and shall share the costs equally. If the representatives of the
parties have not been able to resolve the dispute  within  fifteen (15) business
days after such  mediation  hearing,  the parties shall have the right to pursue
any other remedies legally available to resolve such dispute in ether the Courts
of the State of Texas or in the United States District Court for the District of
Texas, to whose jurisdiction for such purposes Company and Executive each hereby
irrevocably consents and submits.

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

                                    HemoBioTech Inc,
                                    A Texas corporation

                                    By: /s/ Ghassan Nino
                                       -----------------------------------------
                                    Ghassan Nino, Founder, Interim CEO



                                    /s/ Arthur P. Bollon
                                    --------------------------------------------
                                    Executive: Arthur P. Bollon, Ph.D.

<PAGE>

[HemoBioTech logo]

  2110 Research Row
  Suite 330
  Dallas, Texas 75235


                                 July 15, 2004

Dr. Arthur Bollon
13227 Cedar Lane
Dallas, TX 75234

         Re: AMENDED EMPLOYMENT AGREEMENT

Dear Art:

         On October 6, 2003,  Hemobiotech,  Inc.,  a Delaware  corporation  (the
"Company")  entered into an Amended  Employment  Agreement with you (the "Bollon
Employment  Agreement"),  pursuant to which the Company agreed to pay you a base
salary of $265,000  per annum in  exchange  for your  agreement  to serve as the
Company's full-time President,  Chief Executive Officer and Chairman. The Bollon
Employment Agreement further stated that all such compensation would be deferred
until  such time as the  Company  completed  an equity  financing  having  gross
proceeds to the Company of at least $4,000,000.

         As you know,  the  Company  is  currently  in the  process of raising a
minimum  of  $2,000,000  of Units  (the  "Minimum  Offering")  and a maximum  of
$3,500,000 of Units (the "Maximum Offering") (which may be increased by up to an
additional  $1,000,000) (the "Private  Placement").  Following completion of the
Private Placement,  the Company plans to complete a Follow-On Offering in one or
more series in which the Company  expects to raise a minimum of $2,000,000 and a
maximum of $10,000,000 (the "Follow-On").

         In connection with the Private Placement,  you have agreed, pursuant to
the terms of a Deferred Compensation Forbearance Agreement dated as of even date
herewith,  to waive  all  deferred  compensation  due to you  under  the  Bollon
Employment  Agreement  through  the date on which the  Company  consummates  the
Minimum Offering.

         This  letter  serves  to  amend  Article  3 of  the  Bollon  Employment
Agreement to provide that you have agreed to continue to serve as the  Company's
full-time President, Chief Executive Officer and Chairman,  commencing as of the
date hereof  through the  Company's  consummation  of the Maximum  Offering (the
"Offering Period").  During the Offering Period, you shall be entitled to accrue
an annual salary at the rate of $120,000 per annum (the "Interim Compensation"),
which shall begin accruing as of the

<PAGE>

consummation   of  the  Minimum   Offering  and  shall  be  deferred  until  the
consummation  of the  Maximum  Offering.  Upon  the  completion  of the  Maximum
Offering and out of the proceeds thereof,  the Company shall pay you such amount
as shall be equal to the accrued Interim Compensation.

         Commencing as of the  consummation of the Maximum  Offering and through
such time as the Company  completes a Follow-On,  you have agreed to continue to
serve as the Company's full-time President, Chief Executive Officer and Chairman
in exchange for an adjusted  base salary equal to $150,000 per annum  payable in
accordance with the Bollon Employment  Agreement.  Following the completion of a
Follow-On, your annual base salary may be increased.

         Other than as expressly set forth herein, all other terms of the Bollon
Employment Agreement shall remain unchanged and in full force.

         If the foregoing accurately reflects our agreement, kindly execute this
letter below and return a copy to Ghassan Nino, Vice Chairman of the Company, by
facsimile at 972-701-8534 on or by the date first above written.


                                     Very truly yours,



                                     /s/ Ghassan Nino
                                     -----------------------
                                     Ghassan Nino
                                     Vice Chairman

AGREED TO AND ACCEPTED
as of this 15th day of July, 2004




By: /s/ Arthur Bollon
    -------------------------
    Arthur Bollon

<PAGE>

                                    AMENDMENT

                     TO AMENDED EMPLOYMENT AGREEMENT BETWEEN
                     ARTHUR P. BOLLON AND HEMOBIOTECH, INC.
                              DATED OCTOBER 6, 2003

                  THIS IS AN AGREEMENT TO INCREASE THE TERM OF THE AMENDED
 EMPLOYMENT AGREEMENT BETWEEN ARTHUR P. BOLLON AND HEMOBIOTECH DATED OCTOBER 6,
 2003 FROM OCTOBER 6, 2006 TO OCTOBER 6, 2007.

/s/ Bernhard Mittemeyer
--------------------------
BERNHARD MITTEMEYER
DIRECTOR AND CHAIRMAN, COMPENSATION COMMITTEE
HEMOBIOTECH, INC.

/s/ Arthur P. Bollon
--------------------------
ACCEPTED: ARTHUR P. BOLLON
PRESIDENT AND CEO
HEMOBIOTECH, INC.

January 3, 2005
---------------