REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (this  "AGREEMENT"),  dated
as of October 27, 2004, is entered into by and between  Hemobiotech,  a Delaware
corporation  (the  "COMPANY"),  and Meyers  Associates,  L.P.,  as agent for the
purchasers  whose names  appears on EXHIBIT A hereto (each,  a  "PURCHASER"  and
collectively, the "Purchasers").

                                    WHEREAS:

                  A.  In  connection   with  the  Private   Placement   Offering
Memorandum  dated  as  of  August  16,  2004  (the   "MEMORANDUM")  and  related
Subscription  Agreement (the "SUBSCRIPTION  AGREEMENT") by and among the Company
and the Purchasers  (collectively,  the "TRANSACTION  DOCUMENTS"),  the Company,
upon the terms and  subject  to the  conditions  of the  Transaction  Documents,
issued and sold to the Purchasers (the  "OFFERING"),  Units  consisting of (i) a
Convertible Unsecured Promissory Note equal to $50,000 (each, a "NOTE") and (ii)
58,824 shares of Common Stock (the "UNIT SHARES") and 117,648  Warrants (each, a
"WARRANT"),  each Warrant  entitling  the holder to purchase one share of Common
Stock (the  "WARRANT  SHARES"),  such shares and  Warrants  having an  aggregate
purchase price of $50,000.

                  B. To  induce  the  Purchasers  to  execute  and  deliver  the
Subscription  Agreement,  the Company has agreed to provide certain registration
rights  under  the  Securities  Act of  1933,  as  amended,  and the  rules  and
regulations  thereunder,  or any similar  successor statute  (collectively,  the
"1933 ACT"), and applicable state securities laws, as described herein.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby  acknowledged,  the Company and each
of the Purchasers hereby agree as follows:

                  1. DEFINITIONS.

                  As used in this Agreement,  the following terms shall have the
following meanings:

                           a. "AGENT" means Meyers Associates, L.P., which shall
serve as agent on behalf of the Purchasers for the purposes of this Agreement.

                           b.  "BUSINESS DAY" means any day other than Saturday,
Sunday  or any  other day on which  commercial  banks in the city of Dallas  are
authorized or required by law to remain closed.

                           c.  "INVESTOR"  means a Purchaser  and any  permitted
transferee or assignee thereof to whom a Purchaser assigns its rights under this
Agreement and who agrees to become bound by the  provisions of this Agreement in
accordance  with Section 9 and any subsequent  permitted  transferee or assignee
thereof to whom a transferee or assignee assigns its

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rights under this  Agreement and who agrees to become bound by the provisions of
this Agreement in accordance with Section 9.

                           d. "PERSON" means an individual,  a limited liability
company,  a  partnership,   a  joint  venture,   a  corporation,   a  trust,  an
unincorporated  organization  and  governmental  or  any  department  or  agency
thereof.

                           e. "NOTE  SHARES" means the shares of Common Stock of
the  Company  issuable  (i) in payment of all or a portion  of the  accrued  but
otherwise unpaid interest on the Notes and (ii) upon conversion of the Notes.

                           f. "REGISTER," "REGISTERED," and "REGISTRATION" refer
to a  registration  effected by  preparing  and filing one or more  Registration
Statements  (as defined  below) in compliance  with the 1933 Act and pursuant to
Rule 415  under  the 1933  Act or any  successor  rule  providing  for  offering
securities on a continuous or delayed basis ("RULE 415"), and the declaration or
ordering of effectiveness of such Registration Statement(s) by the United States
Securities and Exchange Commission (the "SEC").

                           g.  "REGISTRABLE  SECURITIES"  means (i) Unit Shares,
(ii) the Note Shares, and (iii) the Warrant Shares.

                           h.  "REGISTRATION  STATEMENT"  means  a  registration
statement or  registration  statements  of the Company  filed under the 1933 Act
covering the Registrable Securities.

                           i. "UNIT  SHARES"  means the 58,824  shares of Common
Stock issuable to each Investor upon purchase of each Unit in the Offering.

                           j. "WARRANT  SHARES" means the shares of Common Stock
issuable upon exercise of the Warrants underlying each Unit.

                  Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Transaction Documents.

                  2. REGISTRATION.

                           a. MANDATORY REGISTRATION. The Company shall prepare,
and, as soon as  practicable  but in no event later than 60 days after the final
Closing Date of the  Offering  (the  "FILING  DEADLINE"),  file with the SEC the
Registration  Statement on Form SB-2 or other  appropriate  form of registration
statement to be  determined  by the  Company,  covering the resale of all of the
Registrable  Securities.  The Registration  Statement  prepared  pursuant hereto
shall register for resale all of the Registrable  Securities.  The Company shall
use its  commercially  reasonable  efforts  to  have  the  Initial  Registration
Statement  declared effective by the SEC within 120 days after the final Closing
Date of the Offering (the "EFFECTIVENESS DEADLINE").

<PAGE>

                           b. LEGAL  COUNSEL.  Subject to Section 5 hereof,  the
Purchasers holding at least a majority of the Registrable  Securities shall have
the right to select  one  legal  counsel  to review  and  oversee  any  offering
pursuant to this Section 2 ("LEGAL COUNSEL"),  which shall be Goldstein Digioia,
LLP or such other counsel as thereafter  designated by the holders of at least a
majority of the  Registrable  Securities.  The Company and Legal  Counsel  shall
reasonably  cooperate  with each other in performing  the Company's  obligations
under this Agreement.  All expenses incurred by Goldstein Digioia, LLP hereunder
shall be borne  exclusively  by the  Purchasers  on a pro rata basis,  except an
aggregate  of the first  $2,500 of such  expenses,  which  shall be borne by the
Company.

                           c. EFFECT OF FAILURE TO FILE  REGISTRATION  STATEMENT
AND  EFFECTIVNESS   DEADLINE.   If  the  Registration   Statement  covering  the
Registrable  Securities  required to be filed by the Company pursuant to Section
2(a) hereof has not been filed by the Filing Deadline and or declared  effective
by the Effectiveness  Deadline, the Company shall, for every 30 consecutive days
(pro-rated daily) during which the Registration  Statement has not been so filed
and/or declared effective,  as the case may be, pay each Purchaser as liquidated
damages an amount  equal to 2% of such  Purchaser's  subscription  amount in the
Offering.

                  3. RELATED OBLIGATIONS.

                  At  such  time  as  the  Company  is   obligated   to  file  a
Registration Statement with the SEC pursuant to Section 2(a) hereto, the Company
will use its commercially  reasonable  efforts to effect the registration of the
Registrable  Securities in accordance  with the intended  method of  disposition
thereof and, pursuant thereto, the Company shall have the following obligations:

                           a. The Company shall  promptly  prepare and file with
the SEC a Registration Statement with respect to the Registrable Securities (but
in no event later than the applicable  Filing Deadline) and use its commercially
reasonable  efforts  to  cause  such  Registration  Statement  relating  to  the
Registrable  Securities to become effective by the Effectiveness  Deadline.  The
Company shall keep each Registration Statement effective pursuant to Rule 415 at
all times to permit the sale of the Registrable  Securities until the earlier of
(i) the date that all of the  Registrable  Securities have been sold pursuant to
the  Registration  Statement,  or (ii) the date the  holders of the  Registrable
Securities may sell their  Registrable  Securities  covered by such Registration
Statement pursuant to Rule 144 (or successor thereto) promulgated under the 1933
Act,  or (iii) the date the  holders of the  Registrable  Securities  receive an
opinion of counsel  that such  shares may be sold under the  provisions  of Rule
144(k) (in each case, the "REGISTRATION  PERIOD"),  which Registration Statement
(including  any  amendments or supplements  thereto and  prospectuses  contained
therein)  shall not contain any untrue  statement of a material  fact or omit to
state a material  fact required to be stated  therein,  or necessary to make the
statements  therein,  in the light of the circumstances in which they were made,
not misleading.

<PAGE>

                           b. The  Company  shall  prepare and file with the SEC
such  amendments  (including  post-effective  amendments)  and  supplements to a
Registration   Statement  and  the  prospectus  used  in  connection  with  such
Registration  Statement,  which  prospectus is to be filed  pursuant to Rule 424
promulgated  under the 1933 Act, as may be necessary  to keep such  Registration
Statement  effective at all times during the  Registration  Period,  and, during
such  period,  comply with the  provisions  of the 1933 Act with  respect to the
disposition  of all  Registrable  Securities  of the  Company  covered  by  such
Registration  Statement  until such time as all of such  Registrable  Securities
shall  have  been  disposed  of in  accordance  with  the  intended  methods  of
disposition by the seller or sellers  thereof as set forth in such  Registration
Statement. In the case of amendments and supplements to a Registration Statement
which are required to be filed pursuant to this Agreement (including pursuant to
this Section 3(b)) by reason of the Company filing a report on Form 10-KSB, Form
10-QSB or Form 8-K or any analogous report under the Securities  Exchange Act of
1934,  as amended (the "1934 ACT"),  the Company  shall have  incorporated  such
report by reference into the  Registration  Statement,  if applicable,  or shall
file such  amendments or  supplements  with the SEC on the same day on which the
1934 Act report is filed which created the  requirement for the Company to amend
or supplement the Registration Statement.

                           c. The  Company  shall (A)  permit  Legal  Counsel to
review  and  comment  upon (i) the  Registration  Statement  at least  three (3)
Business  Days prior to its filing with the SEC and (ii) all other  Registration
Statements  and all amendments and  supplements to all  Registration  Statements
(except for Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB, and
Current  Reports on Form 8-K and any  similar  or  successor  reports)  within a
reasonable  number of days prior to their  filing with the SEC, and (B) not file
any Registration Statement or amendment or supplement thereto in a form to which
Legal  Counsel  reasonably  objects.  The Company shall not submit a request for
acceleration of the  effectiveness of a Registration  Statement or any amendment
or supplement thereto without the prior approval of Legal Counsel, which consent
shall not be unreasonably  withheld. The Company shall furnish to Legal Counsel,
without charge,  (i) copies of any  correspondence  from the SEC or the staff of
the SEC to the  Company  or its  representatives  relating  to any  Registration
Statement,  (ii) promptly after the same is prepared and filed with the SEC, one
copy of any  Registration  Statement  and any  amendment(s)  thereto,  including
financial  statements  and  schedules,  all  documents  incorporated  therein by
reference,  if  requested  by an  Investor,  and all exhibits and (iii) upon the
effectiveness of any Registration Statement, one copy of the prospectus included
in such Registration  Statement and all amendments and supplements thereto. Each
of the Company and Legal Counsel shall  reasonably  cooperate with each other in
performing their respective obligations pursuant to this Section 3.

                           d. The Company shall  furnish to the Investors  whose
Registrable  Securities  are  included in any  Registration  Statement,  without
charge, (i) promptly after the same is prepared and filed with the SEC, at least
one copy of such Registration Statement and any amendment(s) thereto,  including
financial  statements  and  schedules,  all  documents  incorporated  therein by
reference,  if  requested by an  Investor,  all  exhibits  and each  preliminary
prospectus,  (ii) upon the effectiveness of any Registration Statement,  one (1)
copy  of  the

<PAGE>

prospectus  included  in such  Registration  Statement  and all  amendments  and
supplements  thereto  (or such  other  number  of copies  as such  Investor  may
reasonably  request)  and (iii) such other  documents,  including  copies of any
preliminary or final  prospectus,  as such Investor may reasonably  request from
time  to  time  in  order  to  facilitate  the  disposition  of the  Registrable
Securities owned by such Investor.

                           e. The Company shall use its commercially  reasonable
efforts to (i) register and qualify,  unless an exemption from  registration and
qualification  applies,  the resale by Investors of the  Registrable  Securities
covered by a Registration  Statement  under such other  securities or "blue sky"
laws of all applicable jurisdictions in the United States, (ii) prepare and file
in those jurisdictions,  such amendments (including  post-effective  amendments)
and supplements to such  registrations and qualifications as may be necessary to
maintain the effectiveness  thereof during the Registration  Period,  (iii) take
such other actions as may be reasonably necessary to maintain such registrations
and  qualifications in effect at all times during the Registration  Period,  and
(iv) take all other  actions  reasonably  necessary  or advisable to qualify the
Registrable Securities for sale in such jurisdictions;  PROVIDED,  HOWEVER, that
the  Company  shall not be required in  connection  therewith  or as a condition
thereto to (x)  qualify to do business  in any  jurisdiction  where it would not
otherwise be required to qualify but for this Section 3(e),  (y) subject  itself
to general taxation in any such  jurisdiction,  or (z) file a general consent to
service of process in any such  jurisdiction.  The Company shall promptly notify
Legal  Counsel and the Agent on behalf of each  Investor  who holds  Registrable
Securities of the receipt by the Company of any notification with respect to the
suspension  of the  registration  or  qualification  of  any of the  Registrable
Securities for sale under the securities or "blue sky" laws of any  jurisdiction
in the  United  States or its  receipt  of actual  notice of the  initiation  or
threatening of any proceeding for such purpose.

                           f. The Company  shall  notify  Legal  Counsel and the
Agent on behalf of each  Investor in writing,  including via facsimile or e-mail
followed by overnight  courier,  of the  happening of any event,  as promptly as
practicable  after  becoming  aware  of such  event,  as a result  of which  the
prospectus included in a Registration  Statement, as then in effect, includes an
untrue  statement  of a  material  fact or  omission  to state a  material  fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances under which they were made, not misleading  (provided
that in no event shall such notice contain any material, nonpublic information),
and, subject to Section 3(o) hereof,  promptly prepare a supplement or amendment
to such Registration Statement to correct such untrue statement or omission, and
deliver a copy of such supplement or amendment to Legal Counsel and the Agent on
behalf of each Investor (or such other number of copies as Legal Counsel or such
Investor may reasonably  request).  The Company shall also promptly notify Legal
Counsel  and the Agent on behalf of each  Investor  in  writing,  including  via
facsimile or e-mail followed by overnight courier,  (i) when a prospectus or any
prospectus  supplement or  post-effective  amendment has been filed,  and when a
Registration  Statement or any  post-effective  amendment  has become  effective
(notification  of such  effectiveness  shall be delivered  to Legal  Counsel and
Agent on behalf of each  Investor by facsimile or e-mail on the same day of such
effectiveness  and by  overnight

<PAGE>

mail),  (ii) of any  request  by the  SEC for  amendments  or  supplements  to a
Registration  Statement or related prospectus or related information,  and (iii)
of the Company's reasonable  determination that a post-effective  amendment to a
Registration Statement would be appropriate.

                           g. The Company shall use its commercially  reasonable
efforts  to  prevent  the  issuance  of any stop  order or other  suspension  of
effectiveness   of  a   Registration   Statement,   or  the  suspension  of  the
qualification of any of the Registrable  Securities for sale in any jurisdiction
and, if such an order or suspension is issued,  to obtain the withdrawal of such
order or suspension at the earliest  possible moment and to notify Legal Counsel
and the Agent on behalf of each Investor who holds Registrable  Securities being
sold of the issuance of such order and the resolution  thereof or its receipt of
actual notice of the initiation or threat of any proceeding for such purpose.

                           h. Upon at least five (5) Business Days prior written
notice,  the Company  shall make  available  for  inspection by (i) the Agent on
behalf of the Investors, (ii) Legal Counsel and/or (iii) one firm of accountants
or other agents retained by the Investors (collectively,  the "INSPECTORS"), all
pertinent  financial and other records,  and pertinent  corporate  documents and
properties of the Company (collectively,  the "RECORDS"), as shall be reasonably
deemed  necessary  by each  Inspector  in order to enable it to exercise its due
diligence  responsibility,  and  cause the  Company's  officers,  directors  and
employees to supply all information  which any Inspector may reasonably  request
for the purpose of such due diligence;  PROVIDED,  HOWEVER,  that in making such
request,  the  Inspectors  shall  act  together  and in so  acting  shall not be
entitled to make such  request more than two (2) times in any fiscal year of the
Company,  and that any such inspection  shall be at the sole cost and expense of
the Investors;  PROVIDED,  FURTHER,  HOWEVER, that each Inspector shall agree to
hold in  strict  confidence  and  shall not make any  disclosure  (except  to an
Investor) or use of any Record or other information which the Company determines
in good faith to be confidential,  and of which determination the Inspectors are
so notified,  unless (a) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in any Registration Statement or is otherwise
required under the 1933 Act, (b) the release of such Records is ordered pursuant
to a final,  non-appealable subpoena or order from a court or government body of
competent  jurisdiction,  or (c) the  information  in such Records has been made
generally  available to the public other than by disclosure in violation of this
or any other  agreement of which the  Inspector  has  knowledge.  Each  Investor
agrees that it shall, upon learning that disclosure of such Records is sought in
or by a court or  governmental  body of competent  jurisdiction or through other
means, give prompt notice to the Company and allow the Company,  at its expense,
to  undertake  appropriate  action  to  prevent  disclosure  of,  or to obtain a
protective order for, the Records deemed confidential. Nothing herein (or in any
other  confidentiality  agreement between the Company and any Investor) shall be
deemed to limit the  Investors'  ability  to sell  Registrable  Securities  in a
manner which is otherwise consistent with applicable laws and regulations.

                           i. The Company shall hold in confidence  and not make
any  disclosure of  information  concerning an Investor  provided to the Company
unless (i) disclosure of such

<PAGE>

information is necessary to comply with federal or state  securities  laws, (ii)
the  disclosure  of  such  information  is  necessary  to  avoid  or  correct  a
misstatement  or omission in any  Registration  Statement,  (iii) the release of
such   information   is  ordered   pursuant  to  a  subpoena  or  other   final,
non-appealable   order  from  a  court  or   governmental   body  of   competent
jurisdiction,  or (iv) such information has been made generally available to the
public other than by  disclosure  in  violation  of this  Agreement or any other
agreement.  The Company agrees that it shall,  upon learning that  disclosure of
such  information  concerning  an  Investor  is  sought  in  or  by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice to such  Investor  and allow such  Investor,  at the  Investor's
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

                           j. The Company shall cooperate with the Investors and
the Agent who hold  Registrable  Securities  being  offered  and,  to the extent
applicable,  facilitate the timely preparation and delivery of certificates (not
bearing any restrictive  legend)  representing the Registrable  Securities to be
offered pursuant to a Registration  Statement and enable such certificates to be
in such denominations or amounts,  as the case may be, as the Investors or Agent
may  reasonably  request and  registered in such names as the Investors or Agent
may request.

                           k.  If   requested  by  the  Agent  on  behalf  of  a
majority-in-interest  of  the  Investors,  the  Company  shall  (i) as  soon  as
practicable  incorporate in a prospectus supplement or post-effective  amendment
such  information  as an Investor  reasonably  requests  to be included  therein
relating to the sale and  distribution  of  Registrable  Securities,  including,
without  limitation,  information  with  respect  to the  number of  Registrable
Securities being offered or sold, the purchase price being paid therefor and any
other terms of the  offering of the  Registrable  Securities  to be sold in such
offering;  and (ii) as soon as  practicable  make all  required  filings of such
prospectus  supplement or  post-effective  amendment after being notified of the
matters to be  incorporated  in such  prospectus  supplement  or  post-effective
amendment.

                           l. The Company shall use its commercially  reasonable
efforts  to  cause  the  Registrable  Securities  covered  by  the  Registration
Statement to be registered with or approved by such other governmental  agencies
or  authorities  as may be  necessary  to  consummate  the  disposition  of such
Registrable Securities.

                           m. The Company shall  otherwise use its  commercially
reasonable  efforts to comply with all applicable  rules and  regulations of the
SEC in connection with any registration hereunder.

                           n. Within two (2) Business Days after a  Registration
Statement which covers  Registrable  Securities is ordered effective by the SEC,
the Company  shall  deliver,  and shall  cause legal  counsel for the Company to
deliver,  to the transfer agent for such Registrable  Securities (with copies to
the Agent on behalf of the Investors whose  Registrable  Securities are included
in such Registration  Statement)  confirmation that such Registration  Statement
has been declared effective by the SEC in the form attached hereto as EXHIBIT A.

<PAGE>

                           o.  Notwithstanding  anything to the contrary herein,
at any time after the Registration  Statement has been declared effective by the
SEC, the Company may delay the  disclosure  of material  non-public  information
concerning the Company,  the disclosure of which at the time is not, in the good
faith  opinion of the Board of Directors of the Company and its counsel,  in the
best  interest  of the Company  and,  in the opinion of counsel to the  Company,
otherwise required (a "GRACE PERIOD"); PROVIDED, that the Company shall promptly
(i) notify the  Investors  in writing of the  existence  of material  non-public
information  giving  rise to a Grace  Period  (provided  that in each notice the
Company will not disclose the content of such material non-public information to
the  Investors)  and the date on which the Grace  Period  will  begin,  and (ii)
notify the Investors in writing of the date on which the Grace Period ends; and,
PROVIDED  FURTHER,  that no Grace Period shall  exceed 30  consecutive  days and
during any 365 day period such Grace Periods shall not exceed an aggregate of 60
days and the first day of any Grace Period must be at least 2 trading days after
the last day of any prior  Grace  Period  (an  "ALLOWABLE  GRACE  PERIOD").  For
purposes of  determining  the length of a Grace Period  above,  the Grace Period
shall begin on and include the date the holders  receive the notice  referred to
in clause  (i) and shall end on and  include  the later of the date the  holders
receive the notice  referred to in clause (ii) and the date  referred to in such
notice. The provisions of Section 3(g) hereof shall not be applicable during the
period of any Allowable Grace Period.  Upon expiration of the Grace Period,  the
Company shall again be bound by the first  sentence of Section 3(f) with respect
to  the  information  giving  rise  thereto  unless  such  material   non-public
information is no longer applicable.  Notwithstanding  anything to the contrary,
the  Company  shall cause its  transfer  agent to deliver  unlegended  shares of
Common  Stock to a  transferee  of an  Investor in  connection  with any sale of
Registrable  Securities  with  respect to which an Investor  has entered  into a
contract for sale,  and delivered a copy of the  prospectus  included as part of
the applicable  Registration  Statement,  prior to the Investor's receipt of the
notice of a Grace Period and for which the Investor has not yet settled.

                           p. The Company  shall not include any  securities  in
the  Registration  Statement other than the Registrable  Securities  without the
prior written consent of the Agent.

                  4. OBLIGATIONS OF THE INVESTORS.

                           a. At least two (2) Business  Days prior to the first
anticipated  filing date of a Registration  Statement,  the Company shall notify
each Investor in writing of the information the Company  requires from each such
Investor  if such  Investor  elects to have any of such  Investor's  Registrable
Securities  included  in such  Registration  Statement.  It shall be a condition
precedent  to the  obligations  of the  Company  to  complete  the  registration
pursuant to this  Agreement  with  respect to the  Registrable  Securities  of a
particular  Investor  that such  Investor  shall  furnish  to the  Company  such
information  regarding  itself,  the  Registrable  Securities held by it and the
intended  method of disposition  of the  Registrable  Securities  held by it, as
shall be  reasonably  required to effect and maintain the  effectiveness  of the
registration of such Registrable  Securities and shall execute such documents in
connection with such registration as the Company may reasonably request.

<PAGE>

                           b. Each Investor,  by such  Investor's  acceptance of
the Registrable  Securities,  agrees to cooperate with the Company as reasonably
requested by the Company in connection  with the  preparation  and filing of any
Registration Statement hereunder,  unless such Investor has notified the Company
in  writing  of such  Investor's  election  to  exclude  all of such  Investor's
Registrable Securities from such Registration Statement.

                           c. Each  Investor  agrees  that,  upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
Section  3(g) or the first  sentence of 3(f),  such  Investor  will  immediately
discontinue  disposition of Registrable  Securities pursuant to any Registration
Statement(s) covering such Registrable  Securities until such Investor's receipt
of the copies of the supplemented or amended prospectus  contemplated by Section
3(g) or the first  sentence of 3(f) or receipt of notice that no  supplement  or
amendment is required.  Notwithstanding  anything to the  contrary,  the Company
shall cause its transfer agent to deliver unlegended shares of Common Stock to a
transferee  of an  Investor  in  accordance  with the  terms  of the  Securities
Purchase  Agreement in connection  with any sale of Registrable  Securities with
respect to which an Investor  has entered  into a contract for sale prior to the
Investor's receipt of a notice from the Company of the happening of any event of
the kind  described in Section 3(g) or the first  sentence of 3(f) and for which
the Investor has not yet settled.

                  5. EXPENSES OF REGISTRATION.

                  All reasonable expenses, other than underwriting discounts and
commissions,   incurred   in   connection   with   registrations,   filings   or
qualifications pursuant to Sections 2 and 3, including,  without limitation, all
registration, listing and qualifications fees, printers and accounting fees, and
fees and  disbursements of counsel for the Company shall be paid by the Company.
Further, in the event that the Agent is required under the rules of the NASD, to
file the  registration  statement with the Corporate  Finance  Department of the
NASD,  the Company shall pay the filing fees incurred by the Agent in connection
with such  filing and the  reasonable  legal fees of counsel to the Agent  which
shall not be in excess of $10,000, and related expenses for copying and mailing,
if any.

                  6. INDEMNIFICATION.

                  In the event any  Registrable  Securities  are  included  in a
Registration Statement under this Agreement:

                           a.  To the  fullest  extent  permitted  by  law,  the
Company  will,  and hereby  does,  indemnify,  hold  harmless  and  defend  each
Investor, the directors,  officers, partners, employees, agents, representatives
of, and each Person, if any, who controls any Investor within the meaning of the
1933 Act or the 1934 Act (each,  an "INDEMNIFIED  PERSON"),  against any losses,
claims,  damages,  liabilities,  judgments,  fines,  penalties,  charges, costs,
reasonable  attorneys'  fees,  amounts paid in settlement or expenses,  joint or
several,  (collectively,  "CLAIMS")  incurred  in  investigating,  preparing  or
defending any action, claim, suit, inquiry, proceeding,  investigation or appeal
taken from the foregoing by or before any court or governmental,

<PAGE>

administrative or other regulatory  agency,  body or the SEC, whether pending or
threatened,  whether or not an  indemnified  party is or may be a party  thereto
("INDEMNIFIED DAMAGES"), to which any of them may become subject insofar as such
Claims (or actions or proceedings,  whether commenced or threatened,  in respect
thereof)  arise out of or are based upon:  (i) any untrue  statement  or alleged
untrue  statement  of  a  material  fact  in a  Registration  Statement  or  any
post-effective  amendment  thereto or in any filing made in connection  with the
qualification  of the offering  under the securities or other "blue sky" laws of
any  jurisdiction  in  which  Registrable  Securities  are  offered  ("BLUE  SKY
FILING"),  or the omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
(ii) any  untrue  statement  or alleged  untrue  statement  of a  material  fact
contained in any  preliminary  prospectus if used prior to the effective date of
such Registration Statement, or contained in the final prospectus (as amended or
supplemented,  if the Company files any amendment thereof or supplement  thereto
with the SEC) or the omission or alleged  omission to state therein any material
fact  necessary  to  make  the  statements   made  therein,   in  light  of  the
circumstances  under which the  statements  therein were made,  not  misleading,
(iii) any  violation  or alleged  violation  by the Company of the 1933 Act, the
1934 Act, any other law,  including,  without  limitation,  any state securities
law, or any rule or regulation  thereunder  relating to the offer or sale of the
Registrable Securities pursuant to a Registration Statement or (iv) any material
violation of this  Agreement  (the matters in the foregoing  clauses (i) through
(iv) being,  collectively,  "VIOLATIONS").  Subject to Section 6(c), the Company
shall reimburse the Indemnified Persons,  promptly as such expenses are incurred
and  are due and  payable,  for any  legal  fees or  other  reasonable  expenses
incurred by them in connection with  investigating  or defending any such Claim.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained in this Section 6(a):  (i) shall not apply to a Claim by an
Indemnified  Person  arising  out of or based upon a Violation  which  occurs in
reliance upon and in  conformity  with  information  furnished in writing to the
Company by such Indemnified Person for such Indemnified Person expressly for use
in connection  with the  preparation of the  Registration  Statement or any such
amendment  thereof or supplement  thereto,  if such  prospectus  was timely made
available  by the Company  pursuant to Section  3(d);  (ii) with  respect to any
preliminary  prospectus,  shall not inure to the benefit of any such person from
whom the person  asserting any such Claim purchased the  Registrable  Securities
that are the subject thereof (or to the benefit of any person  controlling  such
person) if the untrue  statement or omission of material  fact  contained in the
preliminary  prospectus  was  corrected  in the  prospectus,  as then amended or
supplemented,  if such  prospectus  was timely  made  available  by the  Company
pursuant to Section 3(d),  and the  Indemnified  Person was promptly  advised in
writing not to use the  incorrect  prospectus  prior to the use giving rise to a
Violation and such Indemnified Person,  notwithstanding  such advice, used it or
failed to deliver  the correct  prospectus  as required by the 1933 Act and such
correct  prospectus  was timely made available  pursuant to Section 3(d);  (iii)
shall not be  available  to the  extent  such Claim is based on a failure of the
Investor to deliver or to cause to be delivered the prospectus made available by
the Company,  including a corrected prospectus,  if such prospectus or corrected
prospectus  was timely made  available by the Company  pursuant to Section 3(d);
and (iv)  shall not apply to  amounts  paid in  settlement  of any Claim if such
settlement is effected  without the prior written consent of the Company,  which
consent shall not be  unreasonably

<PAGE>

withheld  or  delayed.  Such  indemnity  shall  remain in full  force and effect
regardless of any investigation  made by or on behalf of the Indemnified  Person
and shall  survive the transfer of the  Registrable  Securities by the Investors
pursuant to Section 9.

                           b. In connection with any  Registration  Statement in
which an Investor is  participating,  each such Investor agrees to severally and
not jointly  indemnify,  hold harmless and defend, to the same extent and in the
same manner as is set forth in Section 6(a), the Company, each of its directors,
each of its officers who signs the Registration  Statement each Person,  if any,
who  controls  the  Company  within the  meaning of the 1933 Act or the 1934 Act
(each,  an  "INDEMNIFIED  PARTY"),  against any Claim or Indemnified  Damages to
which  any of them may  become  subject,  under  the 1933  Act,  the 1934 Act or
otherwise,  insofar as such  Claim or  Indemnified  Damages  arise out of or are
based upon any  Violation,  in each case to the extent,  and only to the extent,
that such  Violation  occurs in reliance  upon and in  conformity  with  written
information  furnished  to the  Company by such  Investor  expressly  for use in
connection with such Registration Statement;  and, subject to Section 6(c), such
Investor will  reimburse any legal or other expenses  reasonably  incurred by an
Indemnified Party in connection with  investigating or defending any such Claim;
provided,  however,  that the indemnity agreement contained in this Section 6(b)
and the agreement with respect to contribution  contained in Section 7 shall not
apply to amounts paid in settlement of any Claim if such  settlement is effected
without the prior written  consent of such Investor,  which consent shall not be
unreasonably withheld or delayed; provided,  further, however, that the Investor
shall be liable  under  this  Section  6(b) for only  that  amount of a Claim or
Indemnified  Damages as does not exceed the net  proceeds to such  Investor as a
result  of the sale of  Registrable  Securities  pursuant  to such  Registration
Statement.  Such indemnity  shall remain in full force and effect  regardless of
any  investigation  made by or on  behalf  of such  Indemnified  Party and shall
survive the transfer of the Registrable  Securities by the Investors pursuant to
Section 9.  Notwithstanding  anything  to the  contrary  contained  herein,  the
indemnification  agreement  contained  in this  Section 6(b) with respect to any
preliminary  prospectus shall not inure to the benefit of any Indemnified  Party
if  the  untrue  statement  or  omission  of  material  fact  contained  in  the
preliminary  prospectus  was corrected on a timely basis in the  prospectus,  as
then amended or supplemented.

                           c. Promptly after receipt by an Indemnified Person or
Indemnified  Party  under this  Section 6 of notice of the  commencement  of any
action or proceeding (including any governmental action or proceeding) involving
a Claim,  such  Indemnified  Person or  Indemnified  Party shall,  if a Claim in
respect thereof is to be made against any indemnifying  party under this Section
6,  deliver  to the  indemnifying  party a written  notice  of the  commencement
thereof, and the indemnifying party shall have the right to participate in, and,
to the  extent  the  indemnifying  party so  desires,  jointly  with  any  other
indemnifying party similarly  noticed,  to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified
Person or the Indemnified Party, as the case may be; PROVIDED,  HOWEVER, that an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel  with the fees  and  expenses  of not  more  than one  counsel  for such
Indemnified  Person or Indemnified  Party to be paid by the indemnifying  party,
if, in the reasonable opinion of counsel retained by

<PAGE>

the indemnifying  party, the  representation  by such counsel of the Indemnified
Person or Indemnified  Party and the  indemnifying  party would be inappropriate
due to actual or potential  differing  interests between such Indemnified Person
or  Indemnified  Party and any other party  represented  by such counsel in such
proceeding.  In the case of an Indemnified Person,  legal counsel referred to in
the immediately preceding sentence shall be selected by the Investors holding at
least a majority  in  interest  of the  Registrable  Securities  included in the
Registration  Statement to which the Claim  relates.  The  Indemnified  Party or
Indemnified  Person  shall  cooperate  fully  with  the  indemnifying  party  in
connection  with any  negotiation  or defense of any such action or Claim by the
indemnifying  party and shall furnish to the indemnifying  party all information
reasonably  available  to the  Indemnified  Party or  Indemnified  Person  which
relates  to such  action  or  Claim.  The  indemnifying  party  shall  keep  the
Indemnified  Party or  Indemnified  Person fully apprised at all times as to the
status of the defense or any settlement  negotiations  with respect thereto.  No
indemnifying  party shall be liable for any  settlement of any action,  claim or
proceeding effected without its prior written consent,  PROVIDED,  HOWEVER, that
the indemnifying party shall not unreasonably  withhold,  delay or condition its
consent.  No indemnifying party shall,  without the prior written consent of the
Indemnified  Party or  Indemnified  Person,  consent to entry of any judgment or
enter into any  settlement  or other  compromise  which  does not  include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party or  Indemnified  Person of a release  from all  liability  in
respect to such Claim or litigation.  Following  indemnification as provided for
hereunder,  the  indemnifying  party  shall be  subrogated  to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations  relating to the matter for which indemnification has been made.
The  failure  to  deliver  written  notice to the  indemnifying  party  within a
reasonable  time of the  commencement  of any such action shall not relieve such
indemnifying  party of any liability to the  Indemnified  Person or  Indemnified
Party under this Section 6, except to the extent that the indemnifying  party is
prejudiced in its ability to defend such action.

                           d. The  indemnification  required  by this  Section 6
shall be made by periodic  payments of the amount  thereof  during the course of
the  investigation  or defense,  as and when bills are  received or  Indemnified
Damages are incurred.

                           e. The indemnity agreements contained herein shall be
in addition to (i) any cause of action or similar right of the Indemnified Party
or Indemnified  Person against the  indemnifying  party or others,  and (ii) any
liabilities the indemnifying party may be subject to pursuant to the law.

                  7. CONTRIBUTION.

                  To the extent any  indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying  party agrees to make the maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; PROVIDED, HOWEVER, that:
(i) no person  involved in the sale of  Registrable  Securities  which person is
guilty of fraudulent  misrepresentation  (within the meaning of Section

<PAGE>

11(f) of the 1933  Act) in  connection  with  such  sale  shall be  entitled  to
contribution from any person involved in such sale of Registrable Securities who
was not guilty of fraudulent  misrepresentation;  and (ii)  contribution  by any
seller of Registrable Securities shall be limited in amount to the net amount of
proceeds  received by such seller from the sale of such  Registrable  Securities
pursuant to such Registration Statement.

                  8. REPORTS UNDER THE 1934 ACT.

                  With a view to making  available to the Investors the benefits
of Rule  144  promulgated  under  the  1933  Act or any  other  similar  rule or
regulation  of the  SEC  that  may at any  time  permit  the  Investors  to sell
securities of the Company to the public without  registration  ("RULE 144"), the
Company agrees to:

                           a. make and keep  public  information  available,  as
those terms are understood and defined in Rule 144;

                           b. file with the SEC in a timely  manner all  reports
and other documents  required of the Company under the 1933 Act and the 1934 Act
so long as the Company  remains subject to such  requirements  and the filing of
such reports and other  documents is required for the  applicable  provisions of
Rule 144; and

                           c. furnish to each  Investor so long as such Investor
owns Registrable  Securities,  promptly upon request, (i) a written statement by
the Company,  if true,  that it has complied with the reporting  requirements of
Rule 144, the 1933 Act and the 1934 Act,  (ii) a copy of the most recent  annual
or quarterly report of the Company and such other reports and documents so filed
by the Company,  and (iii) such other information as may be reasonably requested
to permit the  Investors  to sell such  securities  pursuant to Rule 144 without
registration, including opinions of counsel to the company.

                  9. ASSIGNMENT OF REGISTRATION RIGHTS.

                  The  rights  under  this  Agreement  shall  be   automatically
assignable by the Investors to any transferee of Registrable  Securities if: (i)
the Investor  agrees in writing with the  transferee  or assignee to assign such
rights,  and a copy of such  agreement  is  furnished  to the  Company  within a
reasonable time after such assignment;  (ii) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (a) the
name and address of such  transferee or assignee,  and (b) the  securities  with
respect to which such  registration  rights are being  transferred  or assigned;
(iii) immediately  following such transfer or assignment the further disposition
of such  securities by the  transferee or assignee is restricted  under the 1933
Act and applicable state securities laws; (iv) at or before the time the Company
receives the written  notice  contemplated  by clause (ii) of this  sentence the
transferee or assignee  agrees in writing with the Company to be bound by all of
the provisions  contained herein;  and (v) such transfer shall have been made in
accordance with the applicable requirements of the Subscription Agreement, Notes
and Warrants.

<PAGE>

                  10. AMENDMENT OF REGISTRATION RIGHTS.

                  Provisions of this Agreement may be amended and the observance
thereof may be waived (either  generally or in a particular  instance and either
retroactively  or  prospectively),  only with the written consent of the Company
and Investors who then hold at least a majority of the  Registrable  Securities.
Any  amendment or waiver  effected in  accordance  with this Section 10 shall be
binding upon each Investor and the Company. No such amendment shall be effective
to the extent that it applies to less than all of the holders of the Registrable
Securities.  No consideration shall be offered or paid to any Person to amend or
consent to a waiver or  modification  of any provision of any of this  Agreement
unless the same  consideration  also is  offered  to all of the  parties to this
Agreement.

                  11. MISCELLANEOUS.

                           a. A Person is  deemed to be a holder of  Registrable
Securities  whenever  such  Person  owns  or is  deemed  to own of  record  such
Registrable  Securities.  If  the  Company  receives  conflicting  instructions,
notices  or  elections  from  two or  more  Persons  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice or  election  received  from the such  record  owner of such  Registrable
Securities.

                           b.   Any   notices,   consents,   waivers   or  other
communications  required  or  permitted  to be  given  under  the  terms of this
Agreement must be in writing and will be deemed to have been delivered: (i) upon
receipt,  when delivered  personally;  (ii) upon receipt, when sent by facsimile
(provided   confirmation  of  transmission  is  mechanically  or  electronically
generated  and kept on file by the sending  party);  or (iii) one  Business  Day
after deposit with a nationally  recognized  overnight delivery service, in each
case  properly  addressed to the party to receive the same.  The  addresses  and
facsimile numbers for such communications shall be:

                  If to the Company:

                                    Hemobiotech, Inc.
                                    2110 Research Row
                                    Dallas, TX 75235
                                    Facsimile:  (469) 585-7613
                                    Attn.:  Mr. Arthur Bollon
                                    Chairman and Chief Executive Officer

<PAGE>

                  With a copy to:

                                    Greenberg Traurig LLP
                                    200 Park Avenue
                                    New York, New York 10166
                                    Telephone:  (212) 801-9200
                                    Facsimile:  (212) 801-6400
                                    Attention:  Robert H. Cohen, Esq.

                  If to Legal Counsel:

                                    Goldstein & Digioia, LLP
                                    45 Broadway, 11th Floor
                                    New York, New York 10006
                                    Telephone:  (212) 599-3322
                                    Facsimile:  (212) 557-0295
                                    Attention:  Brian Daughney, Esq.

                  If to Agent:

                                    Meyers Associates, L.P.
                                    45 Broadway, 2nd Floor
                                    New York, New York 10006
                                    Telephone:  (212) 742-4200
                                    Facsimile:  (212) 557-4201
                                    Attention:  President


Written  confirmation  of receipt  (A) given by the  recipient  of such  notice,
consent,  waiver or other  communication,  (B)  mechanically  or  electronically
generated by the sender's facsimile machine containing the time, date, recipient
facsimile  number  and an image of the first  page of such  transmission  or (C)
provided by a courier or overnight courier service shall be rebuttable  evidence
of  personal  service,  receipt  by  facsimile  or  receipt  from  a  nationally
recognized  overnight  delivery  service in accordance  with clause (i), (ii) or
(iii) above, respectively.

                           c.  Failure  of any  party to  exercise  any right or
remedy under this Agreement or otherwise, or delay by a party in exercising such
right or remedy, shall not operate as a waiver thereof.

                           d.  All  questions   concerning   the   construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
the internal laws of the State of Delaware,  without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of Delaware or
any other  jurisdictions)  that would cause the  application  of the laws of any

<PAGE>

jurisdictions  other than the State of Delaware.  Each party hereby  irrevocably
submits  to the  non-exclusive  jurisdiction  of the  state and  federal  courts
sitting in the County of New York, New York, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction  contemplated hereby
or discussed herein, and hereby irrevocably  waives, and agrees not to assert in
any suit, action or proceeding,  any claim that it is not personally  subject to
the  jurisdiction  of any such court,  that such suit,  action or  proceeding is
brought  in an  inconvenient  forum or that the  venue of such  suit,  action or
proceeding is improper. Each party hereby irrevocably waives personal service of
process  and  consents  to  process  being  served in any such  suit,  action or
proceeding  by  mailing a copy  thereof to such  party at the  address  for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient  service of process and notice  thereof.  Nothing  contained
herein  shall be deemed to limit in any way any  right to serve  process  in any
manner  permitted by law. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction  or the  validity  or  enforceability  of  any  provision  of  this
Agreement in any other  jurisdiction.  EACH PARTY HEREBY  IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,  A JURY TRIAL FOR THE ADJUDICATION
OF ANY  DISPUTE  HEREUNDER  OR IN  CONNECTION  HEREWITH  OR ARISING  OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

                           e.  This  Agreement  and  the  Transaction  Documents
constitute  the entire  agreement  among the parties  hereto with respect to the
subject  matter  hereof  and  thereof.  There  are  no  restrictions,  promises,
warranties or undertakings, other than those set forth or referred to herein and
therein.  This  Agreement  and the  Transaction  Documents  supersede  all prior
agreements  and  understandings  among the parties  hereto  with  respect to the
subject matter hereof and thereof.

                           f.  Subject  to the  requirements  of Section 9, this
Agreement  shall  inure to the  benefit  of and be  binding  upon the  permitted
successors  and assigns of each of the parties  hereto.

                           g. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

                           h.  This  Agreement  may  be  executed  in  identical
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party,
may be delivered to the other party hereto by facsimile  transmission  of a copy
of this  Agreement  bearing  the  signature  of the  party  so  delivering  this
Agreement.

                           i. Each party  shall do and  perform,  or cause to be
done and  performed,  all such  further acts and things,  and shall  execute and
deliver all such other agreements,  certificates,  instruments and documents, as
the other  party may  reasonably  request  in order to

<PAGE>

carry out the intent and  accomplish  the  purposes  of this  Agreement  and the
consummation of the transactions contemplated hereby.

                           j. All consents and other determinations  required to
be made by the Agent and/or Investors  pursuant to this Agreement shall be made,
unless otherwise  specified in this Agreement,  by Investors  holding at least a
majority of the Registrable Securities.

                           k. The language used in this Agreement will be deemed
to be the language  chosen by the parties to express  their mutual intent and no
rules of strict construction will be applied against any party.

                           l. This  Agreement is intended for the benefit of the
parties hereto and their respective permitted successors and assigns, and is not
for the  benefit  of, nor may any  provision  hereof be  enforced  by, any other
Person.


<PAGE>

                  IN WITNESS WHEREOF,  the parties have caused this Registration
Rights Agreement to be duly executed as of day and year first above written.


------------------------------------------ -------------------------------------
COMPANY:                                   AGENT:

------------------------------------------ -------------------------------------
HEMOBIOTECH, INC.                          MEYERS ASSOCIATES LP
                                           AS AGENT FOR THE PURCHASERS
                                           and for Itself


                                           By: Meyers Janssen Securities Corp.
                                               General Partner


By: /s/ Arthur P. Bollon                   By: /s/ Bruce Meyers
    ----------------------------------         ---------------------------------
    Name:  Arthur P. Bollon                    Name: Bruce Meyers
    Title: Chief Executive Officer             Title: President

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



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

<PAGE>

                             SCHEDULE OF PURCHASERS


--------------------------------------------------------------------------------
                              INVESTOR ADDRESS      INVESTOR'S REPRESENTATIVE'S
     INVESTOR               AND FACSIMILE NUMBER    ADDRESS AND FACSIMILE NUMBER

Bruce and Kimberly Hoting                           c/o Meyers Associates, L.P.
                                                    45 Broadway, 2nd Floor
                                                    New York, NY 10006

John Moss                                           -same as above-
Martyn and Catherine Till,                          -same as above-
  as tenants by the entirety
Iain Stewart                                        -same as above-
Mark Summerfield                                    -same as above-
Michael Stone                                       -same as above-
Nicholas Primpas                                    -same as above-
Bruce Fellows                                       -same as above-
Mr. and Mrs. Wayne Pensenstadler,                   -same as above-
  as tenants by the entirety
Mark Avery                                          -same as above-
Peter Read                                          -same as above-
Rick van den Toorn                                  -same as above-
Christine and Mark Stock,                           -same as above-
  as tenants by the entirety
Landmark Realty Pension Plan                        -same as above-
Patrick Wilkens                                     -same as above-
Andrew R. Mitchell                                  -same as above-
Robert Baron                                        -same as above-
Richard Molinsky                                    -same as above-
Gerard Penfold                                      -same as above-
Philip Beck                                         -same as above-
Joseph Rheal Cote                                   -same as above-
Mohammad Sharif Ghafoor                             -same as above-
Mody and Frances Boatwright,                        -same as above-
  as tenants by the entirety
Jeffrey Miller                                      -same as above-
Donald Mudd                                         -same as above-
Larry Peckous                                       -same as above-
James and Sandra Rexrode,                           -same as above-
  as tenants by the entirety
Craig and Donald Seitz,                             -same as above-
  as tenants in common
Terry L. Herwig Revocable Trust                     -same as above-
Patrick Cullen and Pat Kenny,                       -same as above-
  as tenants in common
Gordon Paine                                        -same as above-
Martin Legge                                        -same as above-
Hews Associates LLC                                 -same as above-
John and Georgiana Gimbel,                          -same as above-
  as tenants by the entirety
Marc Freedman                                       -same as above-
Jon Jason James                                     -same as above-
Gordon Gregoretti                                   -same as above-
Michael Hamblett                                    -same as above-
Kevin Smith                                         -same as above-
Stoler Family Trust                                 -same as above-
The Frost National Bank, f/b/o                      -same as above-
Renaissance Capital Growth &
Income Fund III, Inc.,
Trust No. W00740000
The Frost National Bank, f/b/o                      -same as above-
Renaissance US Growth Investment
Trust PLC, Trust No. WS00740100
The Frost National Bank, f/b/o                      -same as above-
BFS US Special Opportunities
Trust PLC, Trust No. WS00118000
Robert Chernow                                      -same as above-
Paul LeFevre                                        -same as above-
Alan Schriber                                       -same as above-
Gerard Caviston                                     -same as above-
David Lane                                          -same as above-
Harold Zagunis                                      -same as above-
Christopher Convey                                  -same as above-
Liza Torkan                                         -same as above-
Richard Hutton                                      -same as above-
Maloney & Company, LLC                              -same as above-
Allan Parbery                                       -same as above-
Robert & Phyllis Hanfling, as                       -same as above-
  Tenants by the Entirety
Richard Jorgensen                                   -same as above-
Alain H. Krakirian Trust                            -same as above-
SRG Capital LLC                                     -same as above-
Abraham Masliansky                                  -same as above-
Gary J. Strauss                                     -same as above-
Robert Seguso                                       -same as above-
Marion Peebles III                                  -same as above-
Ned Laybourne                                       -same as above-
Randall M. Griffin                                  -same as above-
R. Briggs Ferguson                                  -same as above-


<PAGE>

                                                                       EXHIBIT B


                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

[insert transfer agent's address]

Attention: _____________ (Re: HEMOBIOTECH, INC.)

Ladies and Gentlemen:

                  We are counsel to  Hemobiotech,  Inc., a Delaware  corporation
(the "COMPANY"), and have represented the Company in connection with the private
placement of Units by the Company,  pursuant to which the Company issued to each
of the purchasers (each, a "PURCHASER") shares (the "UNIT SHARES") of its Common
Stock, par value $.001 per share (the "COMMON STOCK"), promissory notes (each, a
"NOTE") convertible into shares of Common Stock (the "NOTE SHARES") and Warrants
(each, a "WARRANT") to purchaser  shares of Common Stock (the "WARRANT  SHARES")
in  accordance  with the terms of  separate  Subscription  Agreements  (each,  a
"SUBSCRIPTION  AGREEMENT").  Pursuant to the Subscription Agreement, the Company
also has entered into a Registration  Rights  Agreement with the Purchasers (the
"REGISTRATION  RIGHTS  AGREEMENT")  pursuant to which the Company agreed,  among
other  things,  to  register  the  Registrable  Securities  (as  defined  in the
Registration Rights Agreement) under the Securities Act of 1933, as amended (the
"1933 ACT"). In connection with the Company's obligations under the Registration
Rights  Agreement,  on ____________  ___, 200_, the Company filed a Registration
Statement on Form (File No.  333-_____________)  (the "REGISTRATION  STATEMENT")
with  the  Securities  and  Exchange  Commission  (the  "SEC")  relating  to the
Registrable  Securities  which  names  each  of  the  Purchasers  as  a  selling
stockholder thereunder.

                  In connection with the foregoing,  we advise you that a member
of the SEC's staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF  EFFECTIVENESS]  on [ENTER DATE OF  EFFECTIVENESS]  and we have no knowledge,
after  telephonic  inquiry of a member of the SEC's  staff,  that any stop order
suspending its  effectiveness  has been issued or that any  proceedings for that
purpose  are  pending  before,  or  threatened  by, the SEC and the  Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration Statement.

                                           Very truly yours,

                                           [ISSUER'S COUNSEL]

                                           By:_____________________

CC: [LIST NAMES OF PURCHASERS]