EX-10.7

                             STOCKHOLDERS' AGREEMENT

                                  BY AND AMONG

                                HEMOBIOTECH, INC.

                                       AND

                        THE INVESTORS NAMED IN SCHEDULE I

                                       AND

                     THE COMMON HOLDERS NAMED IN SCHEDULE II

                                   Dated as of

                                October 31, 2003

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I     Covenants of the Company ..................................... 1

      1.1   Right of First Offer ........................................... 1

      1.2   Tag Along Rights ............................................... 3

      1.3   Registration Rights ............................................ 3

      1.4   Termination of Covenants ....................................... 4

ARTICLE II    Voting ....................................................... 4

      2.1   Size and Composition of Board of Directors ..................... 4

      2.2   Vacancies; Removal ............................................. 4

      2.3   Expense Reimbursement .......................................... 5

      2.4   Indemnification Agreements ..................................... 5

      2.5   Termination of Voting Covenants ................................ 5

ARTICLE III   General ...................................................... 5

      3.1   Notices ........................................................ 5

      3.2   Successors and Assigns ......................................... 6

      3.3   Severability ................................................... 6

      3.4   Entire Agreement; Amendments and Waivers ....................... 6

      3.5   Governing Law .................................................. 6

      3.6   Counterparts ................................................... 7

      3.7   Specific Performance ........................................... 7

      3.8   Aggregation of Stock ........................................... 7




                                       -i-

<PAGE>

                             STOCKHOLDERS AGREEMENT

         THIS STOCKHOLDERS'  AGREEMENT (this "AGREEMENT") is made as of the 31st
day of October,  2003, by and among  Hemobiotech,  Inc., a Delaware  corporation
(the  "Company"),  the  investors  listed on  SCHEDULE I  attached.  hereto (the
"INVESTORS"),  and each of the  individuals  and entities  listed on SCHEDULE II
attached hereto (the "COMMON HOLDERS"). The Investors and the Common Holders are
sometimes collectively referred to herein as the "STOCKHOLDERS."

                                   RECITALS:

         WHEREAS,  Ghassan  Nino  previously  held  2,000,000  shares of Class A
Common Stock of HemoBioTech, Inc. a Texas corporation ("Hemo-TX") and all of the
issued  and  outstanding  Class B  Common  Stock  of  Hemo-TX,  and  held  other
protective rights with respect to Hemo-TX,  including  anti-dilution  rights and
approval rights with respect to certain action to be taken by Hemo-TX;

         WHEREAS, Eyline Nino and other Nino family members (collectively,  with
Ghassan Nino, the "NINO FAMILY  MEMBERS") held shares of Class A Common Stock of
Hemo-Tx, and Mrs. Nino held anti-dilution rights with respect to her holdings of
Class A Common Stock of Hemo-TX;

         WHEREAS,  Ascend Mobility, Inc. a Texas corporation ("ASCEND MOBILITY")
held shares of Class A Common Stock of Hemo-TX.

         WHEREAS,  in order to facilitate  the equity  financing of the Company,
the Nino Family Members and Ascend Mobility hace (i) caused all of the shares of
Hemo-Tx  held by the Nino  Family  Members and Ascend  Mobility  (other than the
2,000,000  shares of Class A Common Stock of Hemo-TX  previously held by Ghassan
Nino)  to be  contributed  to Nino  Partners,  LLC,  a Texas  limited  liability
corporation ("NINO PARTNERS") and (ii) caused Nino Partners to contribute all of
the  Class A Common  Stock  and  Class B Common  Stock of  Hemo-TX  held by Nino
Partners to the Company in exchange for shares of common stock, par value $0.001
per share of the Company (the "COMPANY STOCK"); and

         WHEREAS,   the  Company  wishes  to  provide  the  Investors  with  the
opportunity to participate on the terms provided for herein in subsequent  sales
of the  Company's  securities  by the  Company,  and the Common  Holders and the
Investors wish to establish rights to designate directors of the Company.

                                   AGREEMENT:

         NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises,  the
respective  representations,  warranties  and  covenants  contained  herein  and
certain other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:

<PAGE>

                                    ARTICLE I
                    COVENANTS OF THE COVENANTS OF THE COMPANY

         1.1 RIGHT OF FIRST OFFER. Subject to the terms and conditions specified
in this Section 1.1, the Company hereby grants to each Investor a right of first
offer with respect to future sales by the Company of its Shares (as  hereinafter
defined).  Each time the  Company  proposes  to offer any  shares of  securities
convertible  into or  excercisable  for any  shares of any class of its  capital
stock  ("Shares"),  the  Company  shall first make an offering of such Shares to
each investor in accordance with the following provisions;

            (a) The Company shall deliver notice to the Investor stating (i) its
bona fide  intention to offer such Shares,  (ii) the number of such Shares to be
offered,  and (iii) the price and terms, if any, upon which it proposes to offer
such Shares.

            (b)  Within 10  calendar  days  after  receipt  of the  Notice,  the
Investor  may  elect to  purchase  or  obtain,  at the  price  and on the  terms
specified  in the Notice,  up to that  portion of such Shares  which  equals the
proportion that the number of shares of Common Stock then held by, such Investor
(assuming  full  conversion  and  exercise of all  convertible  and  exercisable
securities)  bears to the total  number of shares of Common Stock of the Company
then  outstanding  (assuming full  conversion and exercise of all convertible or
exercisable securities) held by all stockholders of the Company.

            (c) If all Shares which Investors are entitled to obtain pursuant to
subsection  1.1 (b) are not elected to be obtained as provided in subsection 1.1
(b) hereof,  the Company may, during the 60-day period  following the expiration
of the  period  provided  in  subsection  1.1 (b)  hereof,  offer the  remaining
unsubscribed portion of such Shares to any person or persons at a price not less
than,  and upon terms no more  favorable to the offeree than those  specified in
the Notice.  If the Company does not enter into an agreement for the sale of the
Shares within such period,  or if such  agreement is not  consummated  within 30
days of the execution  thereof,  the right provided hereunder shall be deemed to
be revived and such Shares shall not be offered  unless  first  reoffered to the
Investors in accordance herewith.

            (d) The  right  of first  offer in this  Section  1.1  shall  not be
applicable to (i) Common Stock issued  pursuant to a split or subdivision of the
outstanding  shares of Common  Stock  approved by the Board;  (ii) Common  Stock
issuable  or  issued to  employees,  consultants  or  directors  of the  Company
directly or pursuant to any stock option or equity  incentive  plan  approved by
the Board; (iii) securities issued in connection with acquisition  transactions;
(iv) securities  issued to financial  institutions or lessors in connection with
commercial  credit  arrangements,  equipment  financings,  property or equipment
leases  or  similar  transactions;  (v)  securities  issued in  connection  with
strategic transactions  involving the Company and other entities,  including (A)
joint ventures,  manufacturing,  marketing and distribution arrangements and (B)
licenses,  technology transfers and development arrangements;  (vi) Common Stock
issued upon  conversion of preferred stock of the Company  ("PREFERRED  STOCK");
and (vii)  Common  Stock  issued or issuable in a public  offering  before or in
connection  with  which  all  outstanding  shares  of  Preferred  Stock  will be
converted to Common Stock.

                                        2

<PAGE>

            (e) The right of first refusal set forth in this Section 1.1 (i) may
not be assigned or transferred,  except to a limited  partner,  general partner,
member or an  affiliate  of an  Investor,  and (ii) may be waived in  writing by
Investors  holding a  majority  of the Common  Stock then were by all  Investors
(assuming  fully  conversion  and exercise of all  convertible  and  exercisable
securities).

         1.2 TAG ALONG RIGHTS. As a condition to the initial sale by the Company
of its Preferred Stock, the Company shall cause the purchasers of such Preferred
Stock to grant  Investor a Tag Along Right in  substantially  the form described
below.

            (a) If at any time holders of a majority of the Preferred Stock then
outstanding  (the "CONTROL  SELLERS") desire to sell a majority of the Preferred
Stock through a single  transaction or a series of related  transactions  to any
person (a  "PROPOSED  TRANSFEREE"),  such  Control  Sellers  shall  provide each
Investor with prior written notice (the "PARTICIPATION NOTICE") at least 10 days
prior  to the date of  consummation  of such  transaction  (the  "PROPOSED  SALE
TRANSACTION")  of (i) the number of Shares  proposed  to be sold by the  Control
Seller,  the type of Shares proposed to be sold by the Control Seller, the price
per Share and other terms of the  proposed  sale,  and (ii) the number of Shares
which each Investor  shall be permitted to sell pursuant to the Tag Along Rights
set forth in Section 1.2(b) if exercised in full.

            (b) In the event of a Proposed Sale Transaction, each Investor shall
have the option ("TAG-ALONG RIGHTS") to sell to the Proposed Transferee a number
of Shares  equal to the  product of (i) the number of Shares  (determined  on an
as-converted to Common Stock basis) held by such Investor  immediately  prior to
such  sale and (ii) a  fraction,  (A) the  numerator  of which is the  number of
Shares  (determined on an  as-converted  to Common Stock basis) that the Control
Sellers' elect to sell in the Proposed Sale Transaction, and (B) the denominator
of which is the number of Shares  (determined on an as-converted to Common Stock
basis) held by all  Control  Sellers  immediately  prior to such  Proposed  Sale
Transaction.  Any such sale by such  Investor  shall be at the same price and on
the same  terms and  conditions  as apply to such sale by the  Control  Sellers.
Investors may exercise their Tag Along Rights by delivering  written notice (the
"TAG ALONG NOTICE") to the Control Sellers within fifteen days after delivery of
the Participation  Notice. The delivery of the Tag Along Notice shall constitute
an irrevocable commitment to sell such Shares.

         1.3  REGISTRATION  RIGHTS.  If at any  time  the  Company  proposes  or
determines  to  register  any Common  Stock,  other than in its  initial  public
offering of Common Stock or pursuant to a registration on Form S-4 or S-8 or any
successor forms, in an underwritten offering to the public for cash, the Company
will promptly give written  notice thereof to Investors and will include in such
registration (and any related qualification under state securities laws), and in
the underwriting  involved therein, all the Common Stock then held and specified
by  Investors  in a written  request,  received by the Company  within (30) days
after the mailing of such written notice by the Company;  PROVIDED,  that if the
managing underwriters advise the Company that in their opinion marketing factors
require a limitation  in the number of  securities  to be included,  the Company
will include in such  registration  (a) first,  any Common Stock  offered by the
Company,  and (b) second,  if all the Company's  Common Stock is included in the
registration,  the number of shares of Common  Stock  requested  to be  included
that,  in the  opinion  of such  underwriters,  can be sold,  pro rata among the
respective stockholders of the Company on the basis of the

                                        3

<PAGE>

amount of Common Stock owned by each such stockholder assuming conversion of all
convertible  securities  and  exercise of all  warrants  and options to purchase
shares of Common  Stock.  The price at which the  Investors'  Common Stock being
registered in such  offering  shall be equal to the price at which the Company's
Common  Stock is  offered  to the  public in such  registration.  No  securities
excluded  from  the  underwriting  by  reason  of  the  underwriter's  marketing
limitation  shall be  included  in such  registration.  The  Investors  shall be
required to pay underwriting discounts and commissions, pay incremental expenses
of the offering  attributable to  registration  of the Investors'  Common Stock,
provide  indemnification  to the Company and the underwriters,  provide a lockup
agreement,  and comply with such other terms and conditions,  in each case, only
to the extent required of the other  stockholders  selling Common Stock pursuant
to the offering.

         1.4  TERMINATION OF COVENANTS.  The covenants set forth in Sections 1.1
and  1.2  shall  terminate  and  be of no  further  force  or  effect  upon  the
consummation of the sale of securities  pursuant to a registered public offering
of the Common  Stock (the "FIRST  PUBLIC  OFFERING").  The covenant set forth in
Section 1.3 shall  terminate  on the fifth year  anniversary  of the date of the
First Public Offering.

                                   ARTICLE II
                                     VOTING

         2.1 SIZE AND COMPOSITION OF BOARD OF DIRECTORS.  The Stockholders agree
that in any election of  directors  of the  Company,  they shall vote all Shares
owned or  controlled  by them,  including  all shares which they are entitled to
vote under any voting  trust,  voting  agreement  or proxy,  to elect a Board of
Directors initially comprising five (5) directors, designed as follows:

            (a) One (1) director (a "COMMON DIRECTOR") designated by the holders
of a majority of the shares of the Common Stock held by the Common Holders,  who
initially shall be Arthur Bollon, Ph.D.;

            (b) One (1)  director (an  "INVESTOR  DIRECTOR")  designated  by the
Investors, who initially shall be Ghassan Nino;

            (c) Two (2) directors (each a "PREFERRED DIRECTOR") to be designated
by holder of a majority of the then outstanding Preferred Stock; and

            (d) One (1) director (an "INDEPENDENT  DIRECTOR")  designated by the
holders of a majority of the shares held by the Common  Holders,  the  Investors
and the holders of  Preferred  Stock  (voting as one class on an as converted to
Common Stock basis).

         2.2  VACANCIES;  REMOVAL.  In the event of any  vacancy in the Board of
Directors,  the  Stockholders  agree to vote  all  outstanding  Shares  owned or
controlled  by them and to otherwise use their best efforts to fill such vacancy
so that the Board of  Directors  of the Company  will be  comprised of directors
designated  as  provided  in Section  2.1.  The  Stockholders  agree to vote all
outstanding  Shares  owned or  controlled  by them for the removal of a director
whenever (but only whenever)  there shall be presented to the Board of Directors
the written  direction that such director be removed,  signed by (i) the holders
of a majority of the outstanding Shares held by the Common Holders,  in the case
of a Common Director, (ii) the holders of a majority of the

                                        4

<PAGE>

outstanding  Shares held by the Investors,  in the case of an Investor Director,
(iii) the holders of a majority of the outstanding Shares held by the holders of
Preferred Stock, in the case of a Preferred Director,  and (iv) the holders of a
majority of the outstanding Shares held by the Common Holders,  Investor and the
holders of Preferred Stock, in the case of an Independent Director.

         2.3 EXPENSE  REIMBURSEMENT.  The Company shall reimburse each member of
the Board of Directors for all  reasonable  out-of-pocket  expenses  incurred by
such member in connection with his or her attendance at any meeting of the Board
of Directors and for any reasonable  travel expenses incurred in connection with
his or her travel to any such meeting or on behalf of the Company.

         2.4  INDEMNIFICATION  AGREEMENTS.  As of the date that any  director is
first  elected or appointed to the  Company's  Board of  Directors,  the Company
shall enter into an indemnification agreement in substantially the form attached
as ANNEX A hereto with each  director of the Company who is elected or appointed
to the Company's Board of Directors.

         2.5 TERMINATION OF VOTING COVENANTS.  The rights and obligations of the
Stockholders  set forth in Article II shall terminate upon the earliest to occur
of any of the following events:

            (a) the  liquidation,  dissolution  or  indefinite  cessation of the
business   operations   of  the   Company,   or  a   merger,   recapitalization,
reorganization  or sale of all or substantially all of the assets of the Company
which will  result in the  stockholders  of record  immediately  prior to such a
transaction  not  holding  more than 50% of the voting  power of the  surviving,
continuing or purchasing entity;

            (b) the  execution  by the Company of a general  assignment  for the
benefit  of  creditors  or the  appointment  of a  receiver  or  trustee to take
possession of the property and assets of the Company; or

            (c) the consummation of the First Public Offering.

                                   ARTICLE III
                                     GENERAL

         3.1 NOTICES.

            (a)  Any  notice  or  other  communication   required  or  permitted
hereunder  shall be in writing and shall be delivered  personally  or by express
courier,  telegraphed,  telexed, sent by facsimile  transmission or sent postage
prepaid by certified,  or  registered  mail,  return  receipt  requested,  or by
express  mail.  Any  such  notice  shall  be  deemed  given  when  so  delivered
personally,  telegraphed,  telexed, or sent by confirmed facsimile  transmission
or, if mailed,  three (3) business  days after the date of deposit in the United
States mail, as follows:

                  (i) if to the  Investors,  at the address set forth below such
Investor's name on SCHEDULE I hereto.

                  (ii) if to the Company:

                                        5

<PAGE>

                      Hemobiotech, Inc.
                      2110 Research Row
                      Dallas, TX 75235
                      Attn: Chief Executive Officer
                      Fax: (_____)

                  with a copy (which shall not constitute notice) to:

                      Jones Day
                      2727 North Harwood Street
                      Dallas, TX 75201
                      Attn: Stephen L. Fluckiger
                      Fax: (214) 969-5100

                  (iii) if to a Common  Holder,  to such  Common  Holder c/o the
Company or at the most recent  address  for such Common  Holder set forth in the
stock records of the Company.

            (b) Any  party  may,  by not  less  than ten  days  notice  given in
accordance  with this Section 3.1 (b) to the other  parties,  designate  another
address or person for  receipt of notices  hereunder.  Notice  given by personal
delivery, courier service or mail shall be effective upon actual receipt. Notice
given by telecopier  shall be confirmed by appropriate  answer back and shall be
effective upon actual receipt if received during the recipient's normal business
hours, or at the beginning of the recipient's next business day after receipt if
not received during the recipient's  normal business hours. Any party may change
any  address to which  notice is to be given to it by giving  notice as provided
above of such change of address.

         3.2  SUCCESSORS  AND  ASSIGNS.   This  Agreement  and  the  rights  and
obligations  of the  parties  hereunder  shall  inure to the  benefit of, and be
binding upon, their respective successors, assigns and legal representatives.

         3.3  SEVERABILITY.  In the event one or more of the  provisions of this
Agreement   should,   for  any  reason  be  held  to  be  invalid,   illegal  or
unenforceable,  such  provisions  shall be excluded from this  Agreement and the
balance of this  Agreement  shall be  interpreted as if such provision had never
been contained herein.

         3.4  ENTIRE   AGREEMENT,   AMENDMENTS   AND  WAIVERS.   This  Agreement
constitutes  the entire  agreement  among the parties hereto with respect to the
subject  matter  hereof.  SCHEDULE I and  SCHEDULE II hereto may be amended from
time to time to reflect  additional  Shares  acquired by the  Stockholders or to
reflect  additional  parties to this Agreement  without  formally  amending this
Agreement.  Except as otherwise  provided  herein,  no waiver,  modification  or
amendment  of this  Agreement,  or  approval  or  consent  granted  or  given in
connection  with this  Agreement,  shall be binding  unless it is in writing and
signed by (i) the Company;  (ii) holders of a majority of the Shares held by the
Common  Holders,  and (iii)  holders  of a majority  of the  Shares  held by the
Investors. Any waiver,  modification or amendment of this Agreement, or approval
or consent granted or given in connection with this Agreement,  which is made in
accordance with the  requirements of this Section 3.4 shall be valid and binding
with respect to all Stockholders.

                                        6

<PAGE>

         3.5 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance  with the laws of the State of Delaware  without  regard to choice of
law or conflicts of law principles.

         3.6  COUNTERPARTS.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of which shall be deemed an original but all of which,  when
taken together, shall constitute one and the same instrument.

         3.7 SPECIFIC  PERFORMANCE.  The parties  hereto shall have all remedies
for breach of this  Agreement  available  to them as  provided by law or equity.
Without  limiting the  generality  of the  foregoing,  the parties agree that in
addition to any other  rights and remedies  available  at law or in equity,  the
parties shall be entitled to obtain  specific  performance of the obligations of
each party to this  Agreement and immediate  injunctive  relief and that, in the
event any action or  proceeding  is brought in equity or to enforce the same, no
party will urge, as a defense, that there is an adequate remedy at law.

         3.8  AGGREGATION  OF STOCK.  All Shares held or acquired by  affiliated
entities or persons shall be aggregated  together for the purpose of determining
the availability of any rights under this Agreement

                            [Signature Pages Follow]



                                        7

<PAGE>

         IN  WITNESS   WHEREOF,   the   undersigned   party  has  executed  this
Stockholders' Agreement as of the date first above written.

                                      COMPANY:

                                      HEMOBIOTECH, INC



                                      By: /s/ Arthur Bollon
                                          -------------------------
                                          Arthur Bollon, Ph.D.
                                          President and Chief Executive Officer





<PAGE>

         IN  WITNESS  WHEREOF,   the  undersigned  parties  have  executed  this
Stockholders' Agreement as of the date first above written.

                                      INVESTORS:

                                      NINO PARTNERS, LLC



                                      By: /s/ Ghassan Nino
                                          ------------------------------
                                          Ghassan Nino
                                          Manager








<PAGE>

         IN  WITNESS  WHEREOF,   the  undersigned  parties  have  executed  this
Stockholders' Agreement as of the date first above written.

                                      COMMON HOLDERS:



                                      /s/ Arthur Bollon
                                      ---------------------------------
                                      Arthur Bollon, Ph.D.



                                      /s/ Ghassan Nino
                                      ---------------------------------
                                      Ghassan Nino



                                      BIOGRESS LLC


                                      By  /s/ Ghassan Nino
                                          ------------------------------
                                          Ghassan Nino
                                          Managing Partner




<PAGE>

                                   SCHEDULE I
                                       TO
                             STOCKHOLDERS' AGREEMENT


----------------------------------------------------------------------
  Name and Address of Investor:               Number of Shares of
                                               Common Stock Held
----------------------------------------------------------------------

  Nino Partners, LLC                               7,250,000
----------------------------------------------------------------------

----------------------------------------------------------------------
  Total Common Shares:                             7,250,000
----------------------------------------------------------------------









<PAGE>

                                   SCHEDULE II
                                       TO
                             STOCKHOLDERS' AGREEMENT


----------------------------------------------------------------------
                                                Number of Shares of
Name and Address of Common Holder:               Common Stock Held
----------------------------------------------------------------------
Arthur Bollon, Ph.D.
13227 Cedar Lane                                      1,800,000
Dallas, TX 75234
----------------------------------------------------------------------
Ghassan Nino
15889 Preston Road
Suite 2006                                            2,000,000
Dallas, TX 75284
----------------------------------------------------------------------
Biogress LLC                                            400,000
----------------------------------------------------------------------
Total Common Shares:                                  4,200,000
----------------------------------------------------------------------