EMPLOYMENT AGREEMENT

This Employment  Agreement (the "Agreement") is effective as of January 1, 2005,
by and between Hemobiotech,  Inc., a Delaware  corporation (the "Company"),  and
Robert Comer (the "Executive")

         WHEREAS,  Executive  is a  consultant  acting in the capacity of Acting
Chief  Financial  Officer of the Company and has  contributed  to the  financial
management of the Company;

         WHEREAS,  The  Company  desires  to  employ  Executive  as a full  time
employee in the capacity of Acting Chief Financial Officer;

         Now,  Therefore,  in consideration of the premises and mutual covenants
and agreements herein contained, the parties hereby agree as follow:

1)       EMPLOYMENT  AND  DUTIES.  The  Company  hereby  employs  Executive  and
         Executive  hereby  accepts  such  employment  in the capacity of Acting
         Chief  Financial  Officer of the Company to act in accordance  with the
         terms and  conditions  hereinafter  set forth.  During the term of this
         Agreement,  Executive  agrees that this  position will be his principal
         employment,  that he  will  devote  his  best  efforts  and  all of his
         business 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
         and/or the Chief  Executive  Officer of the Company as delegated by the
         Board of Directors. For purposes of this Agreement, the Business of the
         Company shall be defined as the development and  commercialization of a
         substitute for human and/or animal blood.

2)       TERM. The term of this Agreement  shall commence on the date hereof and
         shall  continue  until the  Company  or the  Executive  terminates  the
         agreement with 14 day notice.

3)       COMPENSATION. In consideration of all of the services to be rendered by
         Executive to the Company hereunder, the Company


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hereby agrees to pay or otherwise provide Executive the following  compensation,
it being  understood  that the Company shall have the right to deduct  therefrom
all taxes which may  be required to be deducted or withheld  under any provision
of  applicable  law (  including  but not limited to Social  Security  payments,
income tax withholding and other required  deductions now in effect or which may
become effective by law any time during the Term):

         a)       SALARY. Executive shall receive $60 per hour of service to the
                  Company. The duties and time of service will be  determined by
                  the Board of Directors  and/or the Chief Executive  Officer as
                  delegated by the Board of Directors.

         b)       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
                  relating to the  reimbursement of such expenses as shall, from
                  time to time, be established by the Company.

         4)       TERMINATION. This Agreement shall terminate on the earliest to
                  occur of the following events:

                  i. the termination of Executive by the Company.
                 ii. the termination by the Executive.
                iii. the Company and the  Executive  will give 14 day advance
                     notice to termination.

         5)       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 follows:

                  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,
                           except that Executive may own up to five percent


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                           (5%) of any  outstanding  class of  securities of any
                           company registered under Section 12 of the Securities
                           Exchange Act of 1934, as amended.

                  b)       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.

                  c)       For  purposes  of  this  Agreement,   a  business  or
                           activity is in "Competition  "or  "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 development of a substitute for blood of human as
                           well as animal origin.

         6)       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,   data,  and  all  other  work
                           products,  which  Executive  conceives of, reduces to
                           practice, in the course of his employment.

                  b)       Executive  agrees to perform  all acts  necessary  to
                           enable the Company to learn of and protect the rights
                           it receives hereunder, including, but not limited to,
                           making  full   and   immediate   disclosure   of  all
                           documents  required  to  acquire  and  convey  to the
                           Company patent and copyright protection in the United
                           States and elsewhere.

         7)       CONFIDENTLALITY. For purposes of this Agreement, "Confidential
                  Information  and Trade  Secrets"  shall mean all  information,
                  ideas, know how, trade secrets,  processes,  computer software
                  or programs  and related  documentation,  methods,  practices,
                  fabricated  techniques,  technical plans,  information and all
                  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


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                  not exist in the public domain.  Executive  acknowledges that,
                  during his term of employment with the Company,  he shall have
                  access to and become  familiar with  Confidential  Information
                  and Trade  Secrets  that are owned by the  Company.  Executive
                  shall not use, in any way or disclose any of the  Confidential
                  Information and Trade Secrets, directly or indirectly,  either
                  during the term of his  employment or at any time  thereafter,
                  except as required in the course of his employment. All files,
                  records,  documents,  information,  data and similar items and
                  documentation relating to the Business of the Company, whether
                  prepared by Executive or  otherwise,  coming into  Executive's
                  possession, shall remain the exclusive property of the Company
                  and will be  returned  to the  Company by the  Employee  after
                  Termination of this Agreement. The obligations of this Section
                  7  are  continuous  and  shall  survive  the   termination  of
                  Executive's employment with the Company.

         8)       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 or mail,  registered or certified,  return receipt
                  requested,  postage prepaid,  simultaneously dispatched to the
                  addresses at the addresses specified below.

                           If to  Executive:  Robert  Comer,  6560  Calais  Dr.,
                  Dallas, Tx 75254, Phone number is 972-960-0909

                           If to the Company:  Hemobiotech,  Inc.,  14221 Dallas
                  Parkway, Dallas, TX 75254, Phone number is 214-540-8411.

         9)       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 recision of or
                  supplement  to this  Agreement  shall be  valid  or  effective
                  unless  the same is in writing  and  signed  by  both  parties
                  hereto.

         10)      GOVERNING LAW. This Agreement and the rights and duties of the
                  parties  hereunder  shall be governed by,  construed under and
                  enforced in accordance with the laws of the State of Delaware.


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         11)      ASSIGNMENT.  This Agreement  shall inure to the benefit of and
                  be  binding  upon the  parties  hereto  and  their  respective
                  assigns.  The rights,  duties and  obligations  and  permitted
                  Agreement are  assignable by the Company to a successor of all
                  or substantially all of the business or assets of the Company.
                  The rights,  duties and  obligations  of Executive  under this
                  Agreement shall not be assignable.

         12)      SEVERABILITY.   The   invalidity  of  any  provision  of  this
                  Agreement  under the applicable  laws of the State of Delaware
                  or  any  other  jurisdiction,   shall  not  affect  the  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.

         13)      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 5, 6 and 7 hereof the Company shall be
                  entitled,   if  it  so  elects,  to  institute  and  prosecute
                  proceedings in any court of competent jurisdiction,  either in
                  law or in equity,  to obtain damages for any breach thereof or
                  to enforce the  specific  performance  services  for any other
                  person, firm or corporation engaged in activities  Competitive
                  with the Business of the Company.

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

                                             HEMOBIOTECH, INC.,

                                             a Delaware corporation

                                             By: /s/ Arthur P. Bollon
                                                --------------------------------
                                             Arthur P. Bollon, President

                                                 /s/ Robert Comer
                                             -----------------------------------
                                             Robert Comer, "Executive"