THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "ACT"),  OR ANY  STATE  SECURITIES  LAW AND MAY NOT BE SOLD,  TRANSFERRED,
ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE ACT COVERING SUCH SECURITIES  UNLESS THE ISSUER RECEIVES AN OPINION OF
COUNSEL  FOR THE  HOLDER  OF THIS NOTE  REASONABLY  SATISFACTORY  TO THE  ISSUER
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION  AND PROSPECTUS  DELIVERY  REQUIREMENTS  OF SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS OR THAT THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER
THE ACT.

                                HEMOBIOTECH, INC.

                            UNSECURED PROMISSORY NOTE

$________                                                       October __, 2004
                                                                   Dallas, Texas

                  FOR VALUE RECEIVED,  Hemobiotech, Inc., a Delaware corporation
(the "Company" or "Hemobiotech") with its principal office at 2110 Research Row,
Dallas, Texas, promises to pay to the order of _________________ (the "Payee" or
the "Holder"),  or registered assigns, the principal amount of _________________
Dollars  ($______) and unpaid  interest on the unpaid  principal  balance hereof
accruing from the date of this Note at the rate of 10% per annum, on the earlier
of (i) one year from the date of the final  closing of the  Offering or (ii) the
date on which the Company consummates a financing ("Follow-On  Financing") after
the date hereof having gross proceeds of not less than $4,000,000 (the "Maturity
Date").  Payments  of  principal  and  interest  shall  be made in such  coin or
currency  of the United  States of  America  as at the time of payment  shall be
legal tender for the payment of public or private debts.

                  This  Note  is  being  issued  in  connection  with a  private
placement  offering  (the  "Private  Placement")  by the Company of a minimum of
$2,000,000 and a maximum of $3,500,000 (plus up to an additional  $1,000,000) of
Units,  being sold only to  accredited  investors,  as  described in the Private
Placement Offering  Memorandum,  dated as of August 20, 2004 (the "Memorandum").
This Note is  identical  to all other  Notes  issued  in the  Private  Placement
(together,  the  "Notes"),  except  for  the  number  of  Note  Shares  issuable
hereunder.  Capitalized  terms used but not  defined  herein  have the  meanings
ascribed thereto in the Subscription Agreement,  dated as of the date hereof, by
and  between  the  holder of this Note and the  Company,  pursuant  to which the
holder of this Note has purchased this Note (the "Subscription Agreement"). This
Note is being  issued PARI PASSU with the other Notes sold by the Company in the
Private Placement.

         1.       TERMS OF REPAYMENT

                  1.1 All  payments  received  on  account of this Note shall be
applied  first to the  payment of accrued  interest on this Note and then to the
reduction  of the  unpaid  principal  balance of this  Note.  Interest  shall be
computed  on the  basis of a year of 360  days,  for the  actual  number of days
elapsed. Unless previously converted in full in accordance with Section 2 hereof
and so long as the Note  Interest  Shares (as  defined  below) are covered by an
effective  registration  statement providing for the resale thereof, the accrued
but unpaid interest on this Note may be paid, at the sole option of the Company,
in cash or in shares (the "Note  Interest  Shares") of Common  Stock,  par value
$.001 per share,

<PAGE>

of the Company (the "Common Stock"),  upon at least ten (10) days' prior written
notice (the "Note Interest  Share  Notice").  In such event,  the holder of this
Note shall be entitled to receive that number of Note  Interest  Shares equal to
(i) the  then-accrued  but unpaid  interest of this Note  divided by the average
closing bid price for the five (5) consecutive trading days ending not more than
three  (3) days  prior to the date of such  notice  or (ii) if the  Company  has
completed a Follow-On  Financing,  the  then-accrued but unpaid interest of this
Note divided by the Conversion  Price then in effect as determined in accordance
with Section 2 hereof. Once the Company has sent the Note Interest Share Notice,
the holder of this Note shall no longer be  entitled  to convert the accrued but
unpaid interest on this Note covered by the Note interest Share Notice.

                  1.2 If payment  of the  outstanding  principal  amount of this
Note,  together with accrued unpaid  interest  thereon at the applicable rate of
interest (as set forth  herein),  is not made on the earlier to occur of (i) the
Maturity Date (as such date may be extended  pursuant to the  extension  options
set forth in  Section  3  hereof)  and (ii) the  Accelerated  Maturity  Date (as
defined below),  then interest shall accrue on the outstanding  principal amount
due under this Note and on any unpaid  accrued  interest due on this date of the
payment in full of such amounts  (including from and after the date of the entry
of  judgment  in favor of the  Holder in an action to  collect  this Note) at an
annual rate equal to the lesser of twelve  percent  (12%) or the maximum rate of
interest permitted by applicable law.

                  1.3 Notwithstanding anything to the contrary contained in this
Note,  the Company  shall not be  obligated  to pay, and the Holder shall not be
entitled to charge, collect, or receive,  interest in excess of the maximum rate
allowed by applicable  law. During any period of time in which the interest rate
specified herein exceeds such maximum rate, any amounts of interest collected by
the Holder in excess of such  maximum rate shall be deemed to apply to principal
and all payments of interest and principal  shall be  recalculated  to allow for
such characterization.

                  1.4 In the event  that the date for the  payment of any amount
payable under this Note falls due on a Saturday,  Sunday or public holiday under
the laws of the State of Delaware,  the time for payment of such amount shall be
extended to the next  succeeding  business  day and interest  shall  continue to
accrue on any  principal  amount so effected  until the payment  thereof on such
extended due date.

         2.       CONVERSION RIGHTS

                  2.1 Subject to Section 1.1 hereof,  the Holder  shall have the
right  prior to the date on which  this Note is paid in full,  to convert at any
time, or from time to time,  any part of the  outstanding  principal  amount and
accrued  but unpaid  interest  of this Note into  fully paid and  non-assessable
shares of the Common Stock or other securities as may be issued in the Follow-On
Financing (the  "Conversion  Shares" and together with the Note Interest Shares,
the "Note Shares"),  of Hemobiotech (the "Conversion  Rights") at the Conversion
Price (as defined  below)  determined as provided in this Section 2.3.  Promptly
after the  surrender  of this Note,  accompanied  by a Notice of  Conversion  of
Convertible  Note in the form attached  hereto as EXHIBIT A, properly  completed
and duly executed by the Holder (a "Conversion Notice"), Hemobiotech shall issue
and  deliver to or upon the order of the Holder  that number of shares of Common
Stock (or other  securities)  for the balance of this Note converted as shall be
determined in accordance herewith.

                  2.2 The  number of  Conversion  Shares to be issued  upon each
conversion  of this Note  shall be  determined  by  dividing  (i) the  amount of
principal  and accrued but unpaid  interest of this Note to be converted by (ii)
the Conversion Price in effect on the date the Conversion Notice is delivered to
Hemobiotech by the Holder.

                                       2
<PAGE>

                  2.3 CONVERSION  PRICE.  The conversion price shall be equal to
the issue price of the Common Stock or other securities issued by the Company in
the  Follow-On  Financing,  subject  to  adjustment  from  time to time upon the
happening of certain events (as adjusted,  the "Conversion  Price") as set forth
below.

                  2.4 SUBDIVISION.  If Hemobiotech,  at any time while this Note
remains  outstanding,  shall (i) subdivide the Common Stock (or effect a similar
transaction),  the  Conversion  Price shall be  proportionately  reduced or (ii)
effect a reverse stock split or similar transaction,  the Conversion Price shall
be  proportionately  increased,  as the case may be, as of the effective date of
such subdivision, reverse stock split or similar transaction, or, if Hemobiotech
shall take a record of holders of its Common  Stock for the  purpose of any such
transaction,  as of such record  date,  whichever  is earlier  (provided if such
transaction does not actually occur, such adjustment shall not be made).

                  2.5 STOCK  DIVIDENDS.  If Hemobiotech,  at any time while this
Note  is  outstanding,  shall  pay a  dividend  in  shares  of,  or  make  other
distribution of shares of, the Common Stock,  then the Conversion Price shall be
adjusted,  as of the date Hemobiotech  shall take a record of the holders of its
Common Stock for the purpose of receiving  such  dividend or other  distribution
(or if no  such  record  is  taken,  as at the  date of such  payment  or  other
distribution),  to that price  determined by multiplying the Conversion Price in
effect immediately prior to such payment or other distribution by a fraction (a)
the  numerator  of which  shall be the total  number  of shares of Common  Stock
outstanding  immediately  prior to such  dividend or  distribution,  and (b) the
denominator  of which  shall be the total  number  of  shares  of  Common  Stock
outstanding immediately after such dividend or distribution.

                  2.6  RECLASSIFICATION,  CONSOLIDATION  OR MERGER.  At any time
while this Note remains  outstanding,  in case of any reclassification or change
of Common Stock  (other than a change in par value,  or from par value to no par
value per share, or from no par value per share to par value or as a result of a
subdivision or combination of Common Stock) or in case of any  consolidation  or
merger of Hemobiotech with or into another corporation (other than a merger with
another  corporation in which Hemobiotech is a continuing  corporation and which
does not result in any  reclassification  or change,  other than a change in par
value,  or from par value to no par value  per  share,  or from no par value per
share to par  value,  or as a result  of a  subdivision  or  combination  Common
Stock),  or in the case of any sale or  transfer to another  corporation  of the
property  of  Hemobiotech  as an  entirety  or  substantially  as  an  entirety,
Hemobiotech,  or such successor or purchasing  corporation,  as the case may be,
shall,  without payment of any additional  consideration  therefor,  execute new
notes  providing  that the holders of the Notes shall have the right to exercise
such new notes (upon  terms not less  favorable  to the holders  than those then
applicable  to the  Notes) and to receive  upon such  exercise,  in lieu of each
share of Common Stock theretofore  issuable upon exercise of the Notes, the kind
and amount of shares of stock,  other securities,  money or property  receivable
upon such reclassification,  change, consolidation,  merger, sale or transfer by
the Holder of one share of Common Stock  issuable upon exercise of the Notes had
the Notes been converted  immediately  prior to such  reclassification,  change,
consolidation,  merger,  sale or  transfer.  Such new Notes  shall  provide  for
adjustments  which shall be as nearly  equivalent as may be  practicable  to the
adjustments  provided for in this Section 2. The  provisions of this Section 2.6
shall similarly apply to successive reclassifications,  changes, consolidations,
mergers, sales and transfers.

                  2.7 METHOD OF CONVERSION. Except as otherwise provided in this
Note or agreed to by the  Holder,  this Note may be  converted  by the Holder in
whole at any  time or in part  (provided  such  partial  conversion  is at least
$25,000) from time to time by (i) submitting to Hemobiotech a Conversion  Notice
(by facsimile  dispatched on the  Conversion  Date and confirmed by U.S. mail or
overnight  mail  service  sent within two  business  days  thereafter)  and (ii)
surrendering this Note with the mailed  confirmation of the Conversion Notice at
the principal  office of  Hemobiotech.  Upon partial  exercise of

                                       3
<PAGE>

the  Conversion  Rights,  a new note  containing the same date and provisions as
this Note  shall be issued by  Hemobiotech  to the Holder  for the  balance  due
hereunder which shall not have been converted.

                  2.8  RESTRICTIONS ON SHARES.  This Note has been issued by the
Company pursuant to the exemption from registration  under the Securities Act of
1933 (the "Act").  The shares of Common Stock  issuable upon  conversion of this
Note may not be offered,  sold or  otherwise  transferred  unless (i) they first
shall have been registered under the Act and applicable state securities laws or
(ii) Hemobiotech  shall have been furnished with an opinion of legal counsel (in
form,  substance and scope  reasonably  acceptable to Hemobiotech) to the effect
that such sale or transfer is exempt from the  registration  requirements of the
Act. Each  certificate  for shares of Common Stock  issuable upon  conversion of
this Note that have not been so registered  and that have not been sold pursuant
to an exemption  that permits  removal of the  applicable  legend,  shall bear a
legend substantially in the following form, as appropriate:

         THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED  UNDER THE
         SECURITIES ACT OF 1933 (THE "ACT").  THE SECURITIES  REPRESENTED HEREBY
         MAY NOT BE  OFFERED,  SOLD OR  OTHERWISE  TRANSFERRED  UNLESS  THEY ARE
         REGISTERED  UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH
         OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION
         FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

Upon the request of a holder of a certificate  representing any shares of Common
Stock  issuable  upon  conversion  of this Note,  Hemobiotech  shall  remove the
foregoing  legend from the certificate or issue to such Holder a new certificate
therefor free of any transfer legend, if (x) (i) with such request,  Hemobiotech
shall have received an opinion of counsel,  reasonably satisfactory to the Maker
in form,  substance and scope, to the effect that any such legend may be removed
from such  certificate or (ii) a registration  statement  under the Act covering
such  securities  is in effect and (y) removal of the legend is not otherwise in
contravention of any terms of the Subscription Agreement.

                  2.9 REGISTRATION  RIGHTS.  The Holder of this Note is entitled
to  registration  rights as provided for in the  Registration  Rights  Agreement
entered  into as of the date hereof  between the Company and Meyers  Associates,
L.P., as agent on behalf of the original Holder of this Note ("Meyers").

                  2.10  MARKET  STAND-OFF.   Notwithstanding   anything  to  the
contrary  contained  herein,  to the extent the Company  consummates  an initial
public offering prior to effective date of the registration  statement  required
to be filed under the  Registration  Rights  Agreement  described in Section 2.9
hereof,  the holder of this Note or any Note Shares issued upon partial  payment
and/or  conversion  of this Note shall not be  entitled to sell any part of this
Note or Note Shares within the nine (9)-month period  immediately  following the
consummation  of the Company's  initial public  offering (if so requested by the
underwriter  involved  in such  initial  public  offering),  provided  that  all
officers and directors of the Company and Meyers are similarly bound.

         3. COVENANTS.  The Company covenants and agrees that for so long as any
portion of the indebtedness  evidenced by this Note, whether principal,  accrued
and  unpaid  interest  or any other  amount at any time due  hereunder,  remains
unpaid:

                  3.1  NEGATIVE  COVENANTS.  The Company  will not,  without the
prior written  consent of Meyers,  as agent on behalf of the original  Holder of
this Note:

                                       4
<PAGE>

                  (a) Make any loan or advance to any person who is or hereafter
becomes an officer,  director or  shareholder of the Company or any affiliate of
any such person,  other than for reasonable advances for expenses to be incurred
by officers, directors, employees and consultants of the Company in the ordinary
course of the business of the Company.

                  (b)  Purchase or  otherwise  redeem any Common  Stock or other
equity  securities  of the Company  (other than the  Warrants  contained  in the
Units) or declare  or pay any  dividends  in cash or other  assets on any of its
Common Stock or other equity securities.

                  (c) Issue, create, incur, assume, permit,  guarantee or suffer
to exist any  indebtedness or other  obligations for money borrowed,  except for
(i)  indebtedness  under the Notes and any  extension,  renewal  or  refinancing
thereof, (ii) indebtedness under any notes that may be issued in connection with
the Follow-On Offering; (iii) trade indebtedness incurred in the ordinary course
of business;  (iv)  indebtedness  incurred  with any banking or other  financial
institution;  and (v) indebtedness or other obligations for money borrowed which
are  subordinate  in all  respects  to the Notes;  PROVIDED,  HOWEVER,  that the
restrictions  contained in (v) above shall not be  applicable  if the  aggregate
outstanding principal amount of such other indebtedness or other obligations for
money borrowed is less than Four Million  Dollars  ($4,000,000)  (together,  the
"Permitted Indebtedness").

                  (d) (i) Amend the certificate or articles of  incorporation or
by-laws of  Hemobiotech in any manner which would impair or reduce the rights of
the  holders of the Notes,  (ii) effect a merger or  consolidation  in which the
Company is not the surviving  entity  unless the Notes are expressly  assumed by
the surviving entity, or (iii) liquidate, wind up its affairs or dissolve.

                  (d) Directly or indirectly, enter into any transaction with or
for the benefit of an affiliate  (other than the reasonable  compensation  of an
affiliate for services as an officer, director, employee or consultant).

                  3.2      AFFIRMATIVE COVENANTS.  The Company will:

                  (a)  Pay and  discharge  all  lawful  taxes,  assessments  and
governmental  charges or levies  imposed upon it, upon its income and profits or
upon any of its assets,  before the same shall become in default, as well as all
lawful claims for labor, materials and supplies which, if unpaid, might become a
lien or charge upon such properties or any part thereof, provided, however, that
the Company will not be required to pay and discharge any such tax,  assessment,
charge,  levy or claim so long as (i) the  validity,  applicability  and/or  the
amount thereof shall be contested in good faith by appropriate proceedings, (ii)
at all times after the completion of the Maximum  Offering,  the Company,  shall
have set aside on its  books  adequate  reserves  in  accordance  with GAAP with
respect to any such tax,  assessment,  charge,  levy or claim so contested,  and
(iii)  enforcement of any lien on any assets of the Company  associated with any
such taxes,  assessments,  charges, levies or claims shall have been effectively
stayed or fully bonded pending the final determination of any such proceedings.

                  (b) Do or cause to be done all things reasonably  necessary to
preserve and keep in full force and effect its corporate  existence,  rights and
franchises and to comply in all material respects with all laws, regulations and
orders of each governmental authority having jurisdiction over the Company.

                  (c) After such time as the Company has  completed  the Maximum
Offering and at all times  thereafter,  maintain  true and complete  records and
books of account in which all of the financial  transactions  of the Company are
duly recorded in conformance with GAAP.

                                       5
<PAGE>

                  (d)  At  all  times  reserve  and  keep  available  out of its
authorized  shares of Common  Stock,  solely for the  purpose of  issuance  upon
conversion  of this Note or payment of accrued but unpaid  interest on this Note
in Note  Interest  Shares,  such  number of  shares of Common  Stock as shall be
issuable upon such event.

                  (e) Take all action  which may be  necessary  or  expedient to
assure that,  upon  conversion of this Note or payment of the accrued but unpaid
interest on this Note in Note Interest Shares, all Conversion Shares and/or Note
Interest Shares issuable upon such event will be duly and validly issued,  fully
paid,   non-assessable   and  not  subject  to  the  preemptive  rights  of  any
stockholder.

                  (f) Use the proceeds  from the sale of the Notes  primarily as
disclosed in the Memorandum.

                  (g)  Permit  Meyers,  as agent  for the  Holder,  to visit and
inspect any of the  properties of the Company to examine the books of account of
the Company (and to make copies thereof and extracts therefrom),  and to discuss
the affairs,  finances and accounts of the Company with, and to be advised as to
the same by, its and their officers,  upon at least two (2) business days' prior
written notice; provided, however, that Meyers shall not be entitled to make any
such  inspection  or  examination  more  than  twice in any  fiscal  year of the
Company;  provided,  further,  however,  that the costs associates with any such
inspection or examination in excess of $1,000 shall be borne by Meyers.

                  (h) Comply in all material  respects  with (i) the  applicable
laws and regulations wherever its business is conducted,  (ii) the provisions of
its charter documents and by-laws, (iii) all agreements and instruments by which
it or any of its properties may be bound and (iv) all applicable decrees, orders
and judgments.

         4. EVENTS OF DEFAULT. If any of the following events (each an "Event of
Default") shall occur:

                  4.1 The Company fails to pay the principal of, any installment
of interest  accrued on, or any other amount at anytime owing under,  this Note,
as and when the same becomes due and payable hereunder, and such default has not
been cured within ten (10) business  days after the  occurrence of such default;
or

                  4.2 Hemobiotech  defaults in the due observance or performance
of or breach any of its  covenants  contained in this Note (other than a default
involving  the  payment of money due under this Note) and such  default  has not
been cured within ten (10) business  days after the  occurrence of such default;
or

                  4.3 The Company or any  Subsidiary  thereof  shall (i) becomes
insolvent,  (ii) apply for or consent  to the  appointment  of, or the taking of
possession by, a receiver, trustee or similar official of or for itself or of or
for all or a substantial part of its property,  (iii) make an assignment for the
benefit of its  creditors,  (iv)  commence a  voluntary  case under the  Federal
Bankruptcy Code, as now or hereafter in effect (the "Code"), (v) file a petition
seeking  to take  advantage  of any other  bankruptcy,  insolvency,  moratorium,
reorganization  or other similar law of any  jurisdiction  ("Other Laws"),  (vi)
acquiesce as to, or fail to controvert  in a timely or  appropriate  manner,  an
involuntary case filed against the Company or such Subsidiary under the Code, or
(vii) take any corporate  action in  furtherance of any of the foregoing and any
such  action  has  not  been  withdrawn   within  ninety  (90)  days  after  the
commencement thereof; or

                                       6
<PAGE>

                  4.4 A  proceeding  or  involuntary  case  shall be  commenced,
without the application or consent of the Company or any Subsidiary  thereof, in
any  court  of  competent   jurisdiction   (i)  under  the  Code,  (ii)  seeking
liquidation,   reorganization,   dissolution,   winding  up  or  composition  or
readjustment of its debts under any Other Laws, or (iii) seeking the appointment
of a trustee,  receiver or similar official for it or for all or any substantial
part of its assets, and any such proceeding or case shall continue  undismissed,
or unstayed and in effect, for a period of ninety (90) days; or

                  4.5 A final  judgment  for  the  payment  of  money  shall  be
rendered  by a court  of  competent  jurisdiction  against  the  Company  or any
Subsidiary  thereof,  and the Company or such Subsidiary shall not discharge the
same,  or procure a stay of execution  thereof  within thirty (30) days from the
date of entry  thereof  and within  such  thirty  (30) day period or such longer
period during which  execution of such judgment  shall have been stayed,  appeal
therefrom and cause the execution  thereof to be stayed during such appeal,  and
such judgment,  together with all other judgments against the Company (including
all  subsidiaries),  shall  exceed in the  aggregate  $300,000  in excess of any
insurance as to the subject matter of such  judgments,  as to which coverage has
not been declined or the underlying claim rejected by the applicable insurer; or

                  4.6 The  liquidation  or  dissolution  of the  Company  or any
Subsidiary  thereof or any vote in favor  thereof by the board of directors  and
shareholders of the Company that has not been withdrawn or revoked within thirty
(30) days after such vote; or

                  4.7 The  Company or any  Subsidiary  thereof  defaults  in the
payment when due of the  principal  of,  interest on, or any other  liability on
account of, any indebtedness of the Company or such Subsidiary  (other than with
respect to any  Permitted  Indebtedness)  having an unpaid  principal  amount in
excess of  $1,000,000,  which  causes the  maturity of such  indebtedness  to be
accelerated or permits the holder or holders of such indebtedness to declare the
same to be due prior to the stated  maturity  thereof,  and such default has not
been cured  within  fifteen  (15)  business  days after the  occurrence  of such
default;  provided,  however,  that it shall not be  deemed an Event of  Default
under this Section 4.7 if the reason for the Company or any  Subsidiary  to make
such payment when due is due to the fact that such  payment or  indebtedness  is
being disputed in good faith by the Company or such Subsidiary; or

                  4.8 Any representation,  warranty or statement of fact made by
the Company in the Notes, or in any certificate or audited  financial  statement
delivered  by the Company to the Holder or Meyers at any time proves to be false
or misleading  in any material  respect when made or deemed made by the Company;
or

                  4.9  The  Company  or  any of its  Subsidiaries  sells  all or
substantially  all of its  assets  or  merges or is  consolidated  with  another
corporation in which the Company or such Subsidiary,  as the case may be, is not
the surviving corporation,  and the Notes have not been expressly assumed by the
surviving entity;

then, and in any such event the Holder of this Note may by written notice to the
Company  declare the entire  unpaid  principal  amount of this Note  outstanding
together  with accrued  interest  thereon due and  payable,  and the same shall,
unless such default be cured within the applicable cure period, forthwith become
due and payable upon the  expiration  of such  applicable  cure period,  without
presentment,  demand,  protest,  or other  notice of any kind,  all of which are
expressly waived.

                  As used in this Note,  "Accelerated  Maturity  Date" means any
date prior to the  Maturity  Date on which the  principal of and any accrued and
unpaid interest on this Note is declared to be, or becomes, due pursuant to this
Section 4.

                                       7
<PAGE>

         5. SUITS FOR  ENFORCEMENT  AND  REMEDIES.  If any one or more Events of
Default shall occur,  the Holder may proceed to (i) protect and enforce Holder's
rights  either by suit in equity or by action at law,  or both,  whether for the
specific  performance of any covenant,  condition or agreement contained in this
Note  or in any  agreement  or  document  referred  to  herein  or in aid of the
exercise  of any power  granted  in this Note or in any  agreement  or  document
referred to herein,  (ii) enforce the payment of this Note, or (iii) enforce any
other legal or equitable  right of the Holder.  No right or remedy  herein or in
any other  agreement  or  instrument  conferred  upon the Holder of this Note is
intended to be exclusive  of any other right or remedy,  and each and every such
right or remedy  shall be  cumulative  and shall be in  addition  to every other
right and remedy  given  hereunder  or now or  hereafter  existing  at law or in
equity or by statute or otherwise.

         6. RESTRICTION ON TRANSFER.  This Note has been acquired for investment
and has not been  registered  under the securities  laws of the United States of
America or any state  thereof.  Accordingly,  neither this Note nor any interest
therein  may be  offered  for  sale,  sold  or  transferred  in the  absence  of
registration and  qualification of this Note under applicable  federal and state
securities laws or an opinion of counsel of the Holder  reasonably  satisfactory
to the Company that such registration and qualification are not required.

         7.  PREPAYMENT.  The principal of and accrued interest on this Note may
be prepaid in full at any time without premium or penalty.

         8. HOLDER DEEMED OWNER.  The Company may deem and treat the  registered
Holder hereof as the absolute owner of this Note (whether or not this Note shall
be overdue and notwithstanding any notice of ownership or writing hereon made by
anyone other than the Company,  for the purpose of receiving  payment  hereof or
thereof or on account  hereof and for all other  purposes) and the Company shall
not be affected by notice to the contrary.

         9. CORPORATE  OBLIGATION.  It is expressly understood that this Note is
solely a corporate  obligation  of the  Company,  and that any and all  personal
liability,  either at common law or in equity or by constitution or statute, of,
and any and all such  rights and claims  against,  every  promoter,  subscriber,
incorporator,  shareholder,  officer, or director, as such, are hereby expressly
waived and released by the Holder hereof by the acceptance of this Note and as a
part of the consideration for the issue hereof.

         10. MISCELLANEOUS

                  10.1 The obligations to make the payments provided for in this
Note are absolute  and  unconditional  and not subject to any defense,  set-off,
counterclaim,  rescission,  recoupment or adjustment whatsoever. No provision of
this Note shall alter or impair the obligations of the Company hereby.

                  10.2 If, following the occurrence of an Event of Default,  the
Holder of this Note  shall  seek to  enforce  the  collection  of any  amount of
principal  and/or accrued  interest on this Note, there shall be immediately due
and payable by the  Company,  in addition to the then unpaid  principal  of, and
accrued unpaid  interest on, this Note,  all costs and expenses  incurred by the
Holder of this Note in  connection  therewith,  not to  exceed an  aggregate  of
$10,000  per  instance  and which  costs and  expenses  shall  include,  without
limitation, reasonable attorneys' fees and disbursements.

                  10.3 No forbearance,  indulgence, delay or failure to exercise
any right or remedy with respect to this Note shall operate as a waiver or as an
acquiescence  in any  Default,  nor shall any single or

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<PAGE>

partial  exercise of any right or remedy preclude any other or further  exercise
thereof or the exercise of any other right or remedy.

                  10.4 This Note may not be modified or  discharged  (other than
by payment), except by a writing duly executed by the Company and Holder.

                  10.5 The headings of various  sections and subsections of this
Note are for convenience of reference only and shall in no way modify any of the
terms or provisions of this Note.

                  10.6 All  notices  required  to be given to any of the parties
hereunder  shall be in  writing  and shall be  deemed to have been  sufficiently
given  for  all  purposes  when  presented  personally  to such  party,  sent by
telecopier (with the original timely mailed),  or sent by registered,  certified
or express  mail,  return  receipt  requested,  to such party at its address set
forth below:

                  If to the Company, to:

                  Hemobiotech, Inc.
                  2110 Research Row
                  Dallas, TX 75235
                  Telecopier No.: (469) 585-7613
                  Attention:  Mr. Arthur Bollon

                  with a copy to:

                  Robert Cohen, Esq.
                  Greenberg Traurig, LLP
                  200 Park Avenue
                  New York, New York 10166
                  Telecopier No.:    (212) 801-6400

                  If to the Payee, to:

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

                  with a copy to:

                  Meyers Associates, L.P.
                  45 Broadway, 2nd Floor
                  New York, New York 10006
                  Telecopier:  (212)
                  Attention: President

or hereafter  given to the other party hereto pursuant to the provisions of this
Note.

                  10.7 The Company may not delegate its  obligations  under this
Note and such attempted  delegations  shall be null and void. The Holder may not
assign, pledge or otherwise transfer this Note without the prior written consent
of the Company (which consent shall not be unreasonably  withheld except in such
instance  where the  proposed  assignee  or  transferee  is a direct or indirect

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<PAGE>

competitor  or owns any  interest in any  business  that  competes,  directly or
indirectly,  with the  Company).  This Note inures to the benefit of Payee,  its
successors  and its  assignee  of this  Note  and  binds  the  Company,  and its
successors  and  assigns,  and the  terms  "Payee"  and "the  Company"  whenever
occurring  herein  shall be deemed  and  construed  to include  such  respective
successors  and assigns.  Any  assignment  or transfer made in violation of this
Section 10.7 shall be void AB INITIO.

                  10.8  This  Note  shall   continue  to  be   effective  or  be
reinstated,  as the case may be, if at any time any payment made  pursuant to it
is rescinded  or must  otherwise  be returned by the Holder upon  bankruptcy  or
reorganization  or otherwise of the Company,  all as though such payment had not
been made.

                  10.9 THE COMPANY AND THE HOLDER EACH (I) AGREES THAT ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE SHALL BE INSTITUTED
EXCLUSIVELY  IN THE  APPROPRIATE  STATE COURT COUNTY OF NEW YORK, NEW YORK OR IN
THE UNITED STATES  DISTRICT  COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK,  (II)
WAIVES ANY  OBJECTION  WHICH THE  COMPANY MAY HAVE NOW OR  HEREAFTER  BASED UPON
FORUM NON CONVENIENS OR TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND
(III) IRREVOCABLY CONSENTS TO THE JURISDICTION OF THE STATE COURT, COUNTY OF NEW
YORK, NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE COMPANY AND THE HOLDER EACH
FURTHER  AGREES TO ACCEPT AND  ACKNOWLEDGE  SERVICE OF ANY AND ALL PROCESS WHICH
MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE COURT,  COUNTY
OF NEW YORK,  NEW YORK OR IN THE UNITED STATES  DISTRICT  COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK AND AGREES THAT  SERVICE OF PROCESS UPON THE COMPANY OR THE
HOLDER, MAILED BY CERTIFIED MAIL TO THEIR RESPECTIVE ADDRESSES,  SUCH SERVICE TO
BECOME EFFECTIVE THREE BUSINESS DAYS AFTER SUCH MAILING, WILL BE DEEMED IN EVERY
RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE COMPANY OR THE HOLDER, AS THE CASE
MAY BE, IN ANY SUIT,  ACTION OR  PROCEEDING.  FURTHER,  BOTH THE COMPANY AND THE
HOLDER  HEREBY  WAIVE  TRIAL BY JURY IN ANY ACTION TO  ENFORCE  THIS NOTE AND IN
CONNECTION  WITH ANY DEFENSE,  COUNTERCLAIM  OR CROSSCLAIM  ASSERTED IN ANY SUCH
ACTION.

                  10.10  This Note shall be  construed  in  accordance  with and
governed by the laws of the State of Delaware  without  regard to  principles of
conflicts of law, and cannot be changed,  discharged  or  terminated  orally but
only by an instrument in writing signed by the party against whom enforcement of
any change, discharge or termination is sought.

                  10.11 Upon  receipt  by the  Company  of  evidence  reasonably
satisfactory to it of the loss,  theft,  destruction or mutilation of this Note,
and, in case of loss, theft or destruction,  of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable  expenses
incidental  thereto,  and upon  surrender  and  cancellation  of this  Note,  if
mutilated,  the Company will make and deliver a new Note of like date and tenor,
in lieu hereof.

                  10.12 The  obligations  to make the  payments  provided for in
this  Note are  absolute  and  unconditional  and not  subject  to any  defense,
set-off,  counterclaim,  rescission,  recoupment  or adjustment  whatsoever.  No
provision  of this Note shall  alter or impair the  obligations  of the  Company
hereby.

                                       10
<PAGE>

                  10.13 No forbearance, indulgence, delay or failure to exercise
any right or remedy with respect to this Note shall operate as a waiver or as an
acquiescence in any Event of Default,  nor shall any single or partial  exercise
of any right or remedy  preclude  any other or further  exercise  thereof or the
exercise of any other right or remedy.

PAYOR:

HEMOBIOTECH, INC.


By:      __________________________________________________
         Arthur Bollon, President & Chief Executive Officer

                                       11
<PAGE>

                                    EXHIBIT A

                            FORM OF CONVERSION NOTICE



TO:  HEMOBIOTECH, INC.

       The undersigned owner of the Unsecured Promissory Note, dated ___________
(the "Note"),  issued by  Hemobiotech,  Inc. (the  "Maker")  hereby  irrevocably
exercises the option to exchange  $_______________ of the outstanding  principal
amount and  accrued but unpaid  interest  of the Note into Common  Stock or such
other securities as may be issued in the Follow-On  Financing (as defined in the
Note) (in either case, the "Shares").  The  undersigned  directs that the Shares
and certificates therefor (to the extent that certificates evidencing the Shares
are then being issued by the Maker) deliverable upon the exchange,  be issued in
the name of and delivered, if appropriate, to the undersigned unless a different
name has been indicated below.

Dated:   _____________________

                         Signature: _______________________




Please issue the Shares
to the following individual or entity, if different from above:

Name:    ___________________________
Address:      ___________________________
              ___________________________
              ___________________________
              ___________________________
              (including zip code)

Social Security Number
or PIN Number:    ___________________________

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