EX-10.4
[HemoBioTech logo]

2110 Research Row
Suite 330
Dallas, Texas 75235
469-585-7613
972-620-9830 fax
abollon@hemobiotech.com

October 31, 2003

Mario Feola, M.D.
3525 Timber Drive
Amarillo, TX 79121

Dear Mario:

         We are very pleased to invite you to join Hemobiotech, Inc.
("Hemobiotech" or the "Company") in the role of Chief Medical Officer.

1.                DUTIES AND RESPONSIBILITIES. This offer is for a full-time
         position and is expressly subject to completion of the Company's
         currently pending $12 million Series A Preferred Stock offering. As an
         inventor and an original advisor to Hemobiotech your vast experience in
         the blood substitute field has been invaluable to Hemobiotech. Your
         role as Chief Medical Officer will be important for the further
         development and marketing of HemoTech.

2.                SALARY. Your initial monthly base salary will be $15,000 for
         full time employment, payable monthly in accordance with the Company's
         customary payroll practice (an annual full-time equivalent salary of
         $180,000). Salary is subject to periodic review and adjustment by the
         Company's management. In case you decide to commit less than your full
         time to the Company initially, your salary would be adjusted downward
         in an amount commensurate with your time commitment. For example, 50%
         time commitment will provide for a monthly base salary equal to $7,500.

3.                LOCATION. As a general rule you will work at the Company's
         facilities in Lubbock, Texas. Your position also will require
         occasional travel to other locations as may be necessary to fulfill
         your responsibilities. The Company will reimburse your reasonable and
         necessary travel expenses under its standard travel reimbursement
         policy.

4.                MEDICAL, DENTAL AND INSURANCE BENEFITS. You will be eligible
         to receive the standard employee benefits package. More detailed
         information will be forthcoming regarding Hemobiotech's benefits.

5.                VACATION AND HOLIDAYS. When and if you assume full-time
         status, you will accrue vacation at the rate of three weeks per year
         for use pursuant to the Company's vacation policy; however, unused
         vacation will not accrue in excess of 25 days. You also will be
         entitled to take all paid holidays under the Company's then-current
         schedule.

<PAGE>

Mario Feola, M.D
Page 2 of 3

6.                STOCK OPTION. In connection with your acceptance of this
         offer, we grant you a stock option to purchase 500,000 shares of the
         Company's Common Stock under the terms of the Company's 2003 Stock
         Issuance/Stock Option Plan ("Plan"). Following the issuance of the
         stock option grant by the Company and your formal written acceptance
         thereof, the option will become vested according to the following
         schedule:

(a)               250,000 of the Common Shares covered by the option award would
         be exercisable immediately upon commencement of your employment with
         the Company;

(b)               62,500 of the Common Shares covered by the option award would
         become exercisable on the first anniversary of the date of grant,
         provided that you are rendering Service (as defined in the Plan) on
         such date; and

(c)               the balance of the Common Shares covered by the option award
         would become exercisable in a series of 36 successive equal monthly
         installments upon your completion of each additional month of Service
         over the 36-month period measured from the one year anniversary of the
         Date of Grant.

                  At present the Company's shares should be considered a highly
         speculative investment. Please note that there is no public market for
         the Company's shares, which are not listed on any stock exchange or
         qualified for sale to the public. Any issuance, offer or sale of the
         Company's shares (including shares issuable under your stock option)
         will be subject to compliance with the Plan, state and federal
         securities laws and the terms of any underwriting, offering or listing
         agreements.

7.                CONFIDENTIAL INFORMATION, CONFIDENTIALITY, PROPRIETARY
         INFORMATION AND INVENTIONS AGREEMENT. To enable the Company to
         safeguard its proprietary and confidential information, it is a
         condition of employment that you agree to sign the Company's standard
         form of "Confidentiality, Proprietary Information and Inventions
         Agreement." A copy of this agreement is enclosed for your review. We
         understand that you may have signed similar agreements with prior
         employers, and wish to impress upon you that the Company does not want
         to receive the confidential or proprietary information of others, and
         will support you in respecting your lawful obligations to prior
         employers.

8.                AT-WILL EMPLOYMENT. While we look forward to a long and
         mutually beneficial relationship, should you decide to accept our offer
         you will be an "at-will" employee of the Company. This means that
         either you or the Company may terminate the employment relationship
         with or without cause at any time. Participation in any stock option,
         benefit or incentive program does not assure continuing employment for
         any particular period of time.

9.                AUTHORIZATION TO WORK. Federal government regulations require
         that all prospective employees present documentation of their identity
         and demonstrate that they are authorized to work in the United States.
         This conditional offer of employment is subject to your meeting this
         requirements. If you have any questions about this requirement, which
         applies to U.S. citizens and non-U.S. citizens alike, please contact me
         at 469/585-7613.

<PAGE>

Mario Feola, M.D
Page 3 of 3

10.               COMPLETE OFFER AND AGREEMENT. This letter contains our
         complete understanding and agreement regarding the terms of your
         employment by the Company. There are no other, different or prior
         agreements or understandings on this or related subjects. Changes to
         the terms of your employment can be made only in a writing signed by
         you and an authorized executive of the Company.

11.               START DATE; ACCEPTANCE OF OFFER. We hope that you will accept
         this offer promptly, and, subject to completion of the Series A
         offering, begin your full-time employment at Hemobiotech promptly upon
         completion of such Series A offering. If our offer is acceptable to
         you, please sign the enclosed copy of this letter in the space
         indicated and return it to me in the envelope provided.

12.               GOVERNING LAW. Your employment relationship shall be governed
         by the laws of the State of Texas. You hereby irrevocably agree that
         the exclusive forum for any suit, action or other proceeding arising
         out of or in any way related to this offer letter shall be in the state
         or federal courts in Texas, and you agree to the exclusive personal
         jurisdiction and venue of any court in Lubbock County, Texas.

         As a co-inventor of HemoTech, we know you share with us our enthusiasm
with the progress the Company is making and the prospect of being able to bring
you on as an employee of the Company. We look forward to your continued
contributions to the growth and success of Hemobiotech.

                                     Very truly yours,

                                     HEMOBIOTECH, Inc.


                                     /s/ Arthur P. Bollon
                                     --------------------------
                                     Arthur P. Bollon
                                     President and Chief Executive Officer


ACCEPTANCE OF EMPLOYMENT OFFER:

I accept the conditional offer of employment
by Hemobiotech, Inc. subject to the terms
described in this letter.


/s/ Mario Feola, M.D.
--------------------------------
Mario Feola, M.D.

Date: October 31, 2003

<PAGE>

[HemoBioTech logo]

2110 Research Row
Suite 330
Dallas, Texas 75235

                                 July 15, 2004

Mario Feola, M.D.
3525 Timber Drive
Amarillo, TX 79121

         RE: AMENDED EMPLOYMENT AGREEMENT

Dear Dr. Feola:

         On October 31, 2003,  Hemobiotech,  Inc., a Delaware  corporation  (the
"Company")  entered  into a Letter  Agreement  with you (the  "Feola  Employment
Letter  Agreement"),  pursuant  to which  the  Company  agreed to pay you a base
salary of $180,000  per annum in  exchange  for your  agreement  to serve as the
Company's  full-time Chief Medical  Officer.  Your employment was subject to the
Company's  sale of its Series A Preferred  Stock in a private  placement  having
gross proceeds of at least $12,O00,000 (the "$12,000,000 Financing").

         Notwithstanding  the  foregoing,  you  have  served  as  the  Company's
part-time  Chief Medical  Officer since October 31, 2003 in exchange for options
to purchase an aggregate of 500,000  shares of the Company's  Common Stock (on a
pre-Reverse  Stock Split basis),  50% of which vested on October 31, 2003, 12.5%
of which will vest on October 31, 2004 and the  remainder  of which will vest in
36 equal monthly increments.

         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"),  at an offering price equal to
$.85 per share. 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").  Prior to the commencement of the Private  Placement,  the Company
will effect a 1-to-.543056 reverse stock split (the "Reverse Stock Split"). As a
result of the Reverse Stock Split, your option to purchase 500,000 shares of the
Company's  Common Stock will be for an option to purchase  271,529 shares of the
Company's Common Stock.

<PAGE>

         This letter serves to confirm that you have agreed to continue to serve
as  the  Company's  part-time  Chief  Medical  Officer,  commencing  as  of  the
consummation of the Minimum Offering  through the Company's  consummation of the
Maximum Offering (in either case, the "Part-Time Termination Date"), such period
being  referred  to herein as the  "Interim  Compensation  Period."  During  the
Interim Compensation Period, you shall be entitled to accrue an annual salary at
the rate of $50,000 per annum (the  "Interim  Compensation"),  which shall begin
accruing as of the consummation of the Minimum Offering and shall accrue through
the consummation of the Maximum Offering.  The Company shall not be obligated to
pay you any part of the Interim  Compensation until such time as the Company has
complete a 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 become the
Company's  full-time  Chief  Medical  Officer in exchange  for an adjusted  base
salary equal to $60,000 per annum.  Following  the  completion  of a Follow-One,
your compensation will be subject to increase.

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

         If the foregoing accurately reflects our agreement, kindly execute this
letter below and return a copy to Arthur Bollon,  President and Chief  Executive
Officer of the Company,  by facsimile  at  972-620-9830  on or prior to the date
first above written.

                                   Very truly yours,



                                   /s/ Arthur Bollon
                                   ---------------------------
                                   Arthur Bollon
                                   President and Chief Executive Officer

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



/s/ Mario Feola, M.D.
---------------------------
Mario Feola