EX-10.5
                  EMPLOYMENT SEPARATION AND RELEASE AGREEMENT

         This Employment  Separation and Release  Agreement (the "Agreement") is
made and entered  into as of July 15, 2004 by and between  Hemobiotech  Inc.,  a
Delaware  corporation  (the  "Company" or the  "Employer"),  and Ghassan I. Nino
("Nino" or the "Employee").

                                   WITNESSETH

         WHEREAS,  Nino serves as Vice  Chairman and part-time  Chief  Financial
Officer of the Company and as a member of the Company's  Board of Directors (the
"Board");

         WHEREAS,  during  his tenure  with the  Company  as Vice  Chairman  and
part-time Chief Financial Officer, Nino has been a principal stockholder of, and
has served as an officer and/or director of certain other  companies,  including
Biogress  LLC, Nino Partners  LLC,  Pave Systems  Inc.,  Ascend  Mobility  Inc.,
Quantum Biotech Inc (together, the, "Nino Affiliates");

         WHEREAS, Nino is a principal stockholder of the Company;

         WHEREAS,  the  Company  is in the  process  of  raising  a  minimum  of
$2,000,000  of Units (the  "Minimum  Offering")  and a maximum of  $3,500,000 of
Units (the  "Maximum  Offering")  (which may be increased by up to an additional
$1,000,000) (the "Private Placement");

         WHEREAS,  the  Company  and  Nino  have  agreed  that it is in the best
interest of the Company to terminate Nino's employment with the Company;

         WHEREAS,  the Company  and Nino have agreed that Nino will  continue to
serve as Vice Chairman and as a member of the Board until at least the Company's
consummation of the Maximum Offering;

         WHEREAS,  the  Company  and Nino  wish to set forth  certain  promises,
agreements,  and  understandings  in  this  Employment  Separation  and  Release
Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein  contained,  and for other  good and  valuable  consideration,  the legal
sufficiency  of which is hereby  acknowledged,  the  Employer and Nino do hereby
agree as follows:

         1.  RESIGNATION.  Nino hereby  resigns his position as Chief  Financial
Officer of the Company as of July 15, 2004.  Notwithstanding the foregoing, Nino
shall be entitled to continue to serve as Vice  Chairman of the Company until at
least the consummation of the Maximum Offering.

         2. CONSIDERATION.

            (a) This  Agreement  is made and the  release  set forth in Sections
8(a) in order to induce Meyers  Associates  L.P. to represent the Company as its
placement agent in the Private Placement and to complete the Private Placement.

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            (b) Except as  otherwise  specifically  provided in this  Agreement,
Nino  hereby  agrees  that the  Employer  and its  current  and former  parents,
subsidiaries,  and  affiliates,  if  any,  do not owe  him  now or  through  the
conclusion of this Agreement any further employment compensation,  remuneration,
bonus,  incentive,  benefits,  stock  options,  severance,  commission  or other
employment payments covered under the Employment Agreement.

         3.  RETURN  OF  PROPERTY.  On or  prior to the  Effective  Date of this
Agreement,  and except as provided elsewhere herein,  Nino hereby agrees that he
will use best  efforts  to  return  to the  Employer  any and all files or other
property of the Employer and its current and former  subsidiaries,  parents,  or
other direct or indirect affiliates (said property includes,  but is not limited
to, files, purchase orders, financial reports,  projections,  forecasts, balance
sheets, income statements,  audited financial statements, total cost development
budgets,  actual or prospective  purchaser or customer lists,  written proposals
and studies,  plans,  drawings,  specifications,  reports to  creditors,  books,
accounts, reports to directors, minutes, resolutions, certificates, bank account
numbers,  passwords,  credit  cards,  computers,  cellular or other  telephones,
beepers,  keys,  deeds,  contracts,  office  equipment  and  supplies,  records,
computer  discs,  etc.)  without  retaining  any  copies  or  extracts  thereof;
PROVIDED,  HOWEVER,  that Nino may  continue  to retain  information  and copies
thereof that he and the Company shall mutually deem to be necessary in order for
Nino to continue  to perform his duties as the  Company's  Vice  Chairman  and a
member of the Board;  PROVIDED,  FURTHER,  HOWEVER,  that Nino may  continue  to
retain information and copies thereof that is/are public information or that are
necessary to the enforcement of this Agreement.

         4. NON-DISPARAGEMENT.  Each party, on behalf of himself/itself, his/its
agents,  attorneys,  heirs,  executors,  administrators,  and  assigns,  and its
subsidiaries  and  affiliates  agrees that he/it shall not at any time engage in
any form of conduct, or make any statements or  representations,  that disparage
or otherwise  impair the reputation,  goodwill,  or commercial  interests of the
other party, its management,  stockholders,  subsidiaries, parents, and/or other
direct or indirect affiliates.  Notwithstanding anything to the contrary herein,
the  foregoing  shall not apply to a response to such action of the other party,
correct  erroneous  information,   compliance  with  regulatory  filings,  legal
proceedings,  or a confidential  communication  with the  communicating  party's
spouse,  accountant or counsel. Nino shall be consulted about the description of
his  contributions  to and employment by the Company  appearing in the Company's
Confidential  Private  Placement  Memorandum,  dated on or about August 16, 2004
(the "PPM").

         5.  NONDISCLOSURE  OF CONFIDENTIAL  INFORMATION.  Except with the prior
written  consent  of the  Company  (which  consent  shall  not  be  unreasonably
withheld),  Nino agrees not to disclose or cause to be  disclosed  in any way at
any time to any  person  in any  fashion  any  confidential,  trade  secret,  or
proprietary  information or documents  relating to the Company or his employment
with  the  Company,  including,  but  not  limited  to,  financial  information,
information relating to business operations,  services,  promotional  practices,
relationships  with  customers,  clients,  or other  third  parties to which the
Company provides services,  suppliers,  employees,  independent contractors,  or
other parties,  and any  information  which the Company is obligated to treat as
confidential pursuant to any course of dealing with any agreement to which it is
a party or otherwise  bound;  PROVIDED,  HOWEVER,  that the foregoing  shall not
apply  to Nino in his  capacity  as a member  of the  Company's  Board  and Vice
Chairman of the Company, which disclosures shall be made only in accordance with
the Company's policies.

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<PAGE>

         6.  COVENANTS  OF  NON-COMPETITION  AND  NON-SOLICITATION.  Nino hereby
acknowledges  and  agrees  that  Sections  7.2,  7.3  and  7.4 of  that  certain
Confidentiality, Proprietary Information and Inventions Agreement, dated October
31, 2003, by and between the Company and Nino (the "Existing  Agreement")  shall
survive for the periods set forth therein.

         7. INJUNCTIVE  RELIEF.  Nino acknowledges that and understands that any
breach of Sections 5 or 6 of this  Agreement  will cause the  Company  great and
irreparable harm, for which the Company will have no adequate remedy at law, and
that in addition to all other rights and remedies that the Company may have, the
Company shall be entitled to obtain injunctive relief and other equitable relief
to prevent a breach of this Agreement.

         8. MUTUAL RELEASES

            (a)  Nino,  with the  intention  of  binding  himself,  his  agents,
attorneys, heirs, executors, administrators and assigns, does hereby irrevocably
and unconditionally  forever release and discharge the Employer, and its current
and former subsidiaries,  parents,  and other direct or indirect affiliates,  as
well as each of  their  respective  stockholders,  partners,  heirs,  executors,
administrators,  agents, employees, officers, directors,  successors,  insurers,
assigns  and  attorneys,  of and from any and all  manner of  actions,  cause or
causes of action,  suits,  debts, sums of money,  costs,  interests,  attorneys'
fees, liabilities,  charges, claims,  counterclaims and demands,  whatsoever, in
law or in equity or otherwise,  that Nino now has or may have,  whether  mature,
direct,  derivative,  subrogated,  personal,  assigned,  both known and unknown,
foreseen  or  unforeseen,  contingent  or actual,  liquidated  or  unliquidated,
arising out of his  employment  with the Employer,  including but not limited to
the  termination of his employment with the Employer.  The foregoing  release of
claims by Nino includes, but is not limited to, any and all claims under the Age
Discrimination  in  Employment  Act  ("ADEA"),  29 U.S.C.  ss  621 ET SEQ.,  the
Americans with Disabilities Act ("ADA"),  42 U.S.C. ss  12101 ET SEQ., the Civil
Rights Act of 1991, 42 U.S.C. ss  1981a ET SEQ., the Employee  Retirement Income
Security Act ("ERISA"), 29 U.S.C. ss  1001 ET SEQ., the Fair Labor Standards Act
("FLSA"),  29 U.S.C. ss  201 ET SEQ., the Family and Medical Leave Act ("FMLA"),
Title VII of the Civil Rights Act of 1964,  42 U.S.C.  ss  2000e ET SEQ.,  or of
any  other  similar  federal,   state,  or  municipal   statutes  or  ordinances
prohibiting  discrimination or pertaining to employment, and any contract, tort,
or common law theories with respect to Nino's hiring by the Employer,  the terms
and conditions of his employment  with the Employer,  or the  termination of his
employment with the Employer.

            (b) Only after the  Company  makes full  payments  to  Biogress  LLC
pursuant to the terms of an Extension,  Repayment and Forberance Agreement dated
July 15, 2004 and to Ascend  Mobility  Inc pursuant to the terms of an Extension
and Repayment Agreement dated July 15, 2004, Nino, with the intention of binding
each of himself and the Nino Affiliate and their respective  agents,  attorneys,
heirs, executors,  administrators and assigns (together,  the "Nino Releasors"),
shall irrevocably and unconditionally forever release and discharge the Company,
and its current and former  subsidiaries,  parents, and other direct or indirect
affiliates,  as well as each of their respective stockholders,  partners, heirs,
executors,  administrators,  agents, employees, officers, directors, successors,
insurers,  assigns and  attorneys,  of and from any and all manner of action and
actions,  cause  and  causes  of  action,  suits,  debts,  dues,  sums of money,
accounts,   reckonings,   bonds,  bills,  specialties,   covenants,   contracts,
controversies,  agreements,  promises,  variances,  trespasses,  damages, liens,
judgments,  executions,  liabilities,   responsibilities,   claims  and  demands
whatsoever,  whether  known or  unknown,  in  contract,  tort,

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<PAGE>

law,  equity or otherwise,  which any Nino Releasor ever had, now has, may have,
or can have against the Company upon or by reason of any matter,  cause or thing
whatsoever, from the beginning of the world to the date of this Release.

            (c) The Company,  with the intention of binding itself,  its agents,
stockholders,  attorneys, officers, employees, directors,  successors, insurers,
and assigns  (together,  the "Company  Releasors")  does hereby  irrevocably and
unconditionally  forever  release  and  discharge  Nino  and  each  of the  Nino
Affiliates,  and their respective  heirs,  executors,  administrators,  assigns,
stockholders,  partners,  agents, employees,  officers,  directors,  successors,
insurers,  and attorneys,  of and from any and all manner of actions,  cause and
causes of action,  suits,  debts, dues, sums of money,  costs,  attorney's fees,
accounts,   reckonings,   bonds,  bills,  specialties,   covenants,   contracts,
controversies,  agreements,  promises,  variances,  trespasses,  damages, liens,
judgments,   executions,   liabilities,   responsibilities,   charges,   claims,
counterclaims  and demands  whatsoever,  whether  known or unknown,  foreseen or
unforeseen, contingent or actual, liquidated or unliquidated, in contract, tort,
law,  equity or  otherwise,  which the Company and any of the Company  Releasors
ever  had,  now  has,  may  have,  or can have  against  Nino or any of the Nino
Affiliates upon or by reason of any matter, cause or thing whatsoever,  from the
beginning of the world to the date of this Release.

            (c)   Notwithstanding  any  contrary  provision  contained  in  this
Agreement,  neither the  releases  set forth in  paragraphs  8(a),  8(b) or 8(c)
above,  nor any other  provision  in this  Agreement,  is intended to, nor shall
it/they  affect  the  rights  of  either  party to take  whatever  steps  may be
necessary to enforce the terms of this Agreement.

         9. MUTUAL INDEMNIFICATION.

            (a) Company  hereby  agrees to forever  and for all time  indemnify,
defend and hold Nino and each of the Nino Affiliates and their respective heirs,
stockholders,    directors,    officers,    employees,    partners,   executors,
administrators,  and assigns,  harmless  from and against all  liability,  loss,
costs, suits, claims, damages, expenses,  judgments,  awards, and settlements as
well as attorneys' fees and expenses, personal or otherwise,  whether in tort or
in contract, law or equity, that it may incur by reason of or arising out of any
claim made by any third party,  with respect to Nino's employment by the Company
in any  capacity,  provided that such actions were done in good faith and within
the  scope of  Nino's  employment.  Indemnification  shall  include  all  costs,
including actual  attorneys' fees and expenses  reasonably  incurred in pursuing
indemnity claims under or enforcement of this Agreement.  Company further agrees
to continue to indemnify  Nino in his  continued  capacity as Vice  Chairman and
member of the Board of Directors.

            (b) Nino hereby agrees to forever and for all time indemnify, defend
and  hold  the  Company,  its  stockholders,   directors,  officers,  employees,
advisors, agents, partners, service providers and affiliate and their respective
successors and assigns (together,  the "Company  Releasors"),  harmless from and
against all liability, loss, costs, suits, claims, damages, expenses, judgments,
awards,  and  settlements as well as attorneys'  fees and expenses,  personal or
otherwise,  whether in tort or in contract,  law or equity, that it may incur by
reason of or arising out of any claim made by any third  party,  with respect to
any willful  misconduct,  gross  negligence  or unlawful  actions  taken by Nino
directly and independent of any willful misconduct, gross negligence or unlawful
action  taken by  Company  during  his  employment  and

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within the scope of his  employment  with the Company  provided that the Company
acted in good faith.  Indemnification shall include all costs,  including actual
attorneys' fees and expenses  reasonably  incurred in pursuing  indemnity claims
under or enforcement of this Agreement.

         10.  COOPERATION.  In his capacity as Vice Chairman of the Board,  Nino
hereby undertakes and covenants to cooperate with the Company, as may reasonably
requested by the Company,  in connection  with the Company's  preparation of the
PPM and related documents, instruments and agreements.

         11. ENTIRE AGREEMENT. The Employer and Nino, each represent and warrant
that no  promise or  inducement  has been  offered or made  except as herein set
forth.  Other than those sections of the Existing  Agreement which shall survive
as expressly  stated herein,  this Agreement is a complete and entire  agreement
and states fully all  agreements,  understandings,  promises and  commitments as
between the Employer and Nino and as to the  termination of their  relationship;
and  except  as  expressly  set forth to the  contrary  herein,  this  Agreement
supersedes and cancels (i) that certain Employment  Agreement,  dated October 6,
2003,  by and  between  the  Company  and  Nino,  and (ii) the  Confidentiality,
Proprietary  Information and Inventions  Agreement dated October 31, 2003; (iii)
Technology  Assignment  Agreement  dated  October  31,  2003 and (iv) any  other
employment agreement that exist or may exist, whether written or orally, between
the Company Nino.  This Agreement may not be modified except by an instrument in
writing signed by the party against whom the enforcement of any waiver,  change,
modification, or discharge is sought.

         12. NO PRIOR TRANSFER.  Each party represents and warrants to the other
that it has not sold, assigned, transferred,  conveyed, or otherwise disposed of
to any third  party,  by  operation of law or  otherwise,  any action,  cause of
action,  suit,  debt,  obligations,   account,  contract,  agreement,  covenant,
guarantee,  controversy,  judgment,  damage, claim,  counterclaim,  liability or
demand of any nature  whatsoever  relating to any matter  covered or released by
this Agreement.

         13. ASSIGNABILITY,  CHOICE OF LAW, JURISDICTION,  VENUE. This Agreement
is  personal  to Nino and he may not  assign,  pledge,  delegate,  or  otherwise
transfer any of his rights,  obligations,  or duties under this Agreement.  This
Agreement  shall be governed by,  construed  in  accordance  with,  and enforced
pursuant  to the laws of the  State of Texas  without  regard to  principles  of
conflict of laws. The parties  hereto waive any defense of lack of  jurisdiction
or venue.

         14. DISPUTE  RESOLUTIONS.  Except for the right of the Company to apply
for injunctive relief in accordance with Section 7 hereof,  any dispute or claim
arising out of, or in connection  with,  this Agreement  shall be settled by the
Company  and Nino in good faith  within  thirty  (30) days.  If the  parties are
unable to resolve such dispute in such thirty (30)-day period, they shall submit
the dispute to  arbitration  and such dispute  shall be  determined  and settled
solely  and  exclusively  by  binding  arbitration  conducted  by  the  American
Arbitration  Association  (the  "AAA"),  or  its  successor,   before  a  single
arbitrator  mutually agreed upon by the Company and Nino. Such arbitration shall
be held in Dallas,  Texas, and shall be conducted in accordance with the laws of
the State of Texas and in accordance with the rules and regulations  promulgated
by the AAA unless specifically  modified herein. The parties may attend any such
arbitration in person, by telephonic conference or by proxy, so long as any such
proxy shall be vested with the full  authority to engage in all acts (other than
providing testimony) necessary and usual in connection with such arbitration and
to enter into any  modifications,  settlements  and/or

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agreements in connection with such arbitration on behalf of the party appointing
such proxy. The decision of the AAA may be entered in any court having competent
jurisdiction  and shall be final and binding upon the parties hereto,  including
the  determination  (which  determination  shall  be  requested  as  part of the
submission to  arbitration) of which party (if either) shall be deemed to be the
prevailing  party  and  which  party  (if  either)  shall  be  deemed  to be the
nonprevailing  party for purposes of determining  which party shall be liable to
pay the fees, costs and expenses (including reasonably attorney's fees) incurred
by the other party in connection with arbitrating such dispute.

         15. COUNTERPARTS.  This Agreement may be executed in counterparts, each
of which together constitute one and the same instrument.

         16. NOTICES. Any notice to be given hereunder shall be delivered (a) in
the case of the  Employer,  by first class mail,  fax, or personal  service,  to
Arthur Bollon,  President,  at 2100 Research Row, Suite 456,  Dallas,  TX 75234,
Fax:  972.620.9830  and  (b)  in the  case  of the  Employee,  delivered  to him
personally,  or by first class mail to his last known residence address and fax:
972.701.8534.  Notices  served by mail shall be deemed  given when  received  as
evidence by a return receipt  requested.  Either party may change the address to
which notices should be delivered by providing  written notice of such change at
any time.

         17.  EFFECTIVE  DATE.  This Agreement  shall become  effective upon the
eighth day after it is signed by Nino (the "Effective Date").

         18. MEANING OF SIGNING THIS AGREEMENT. By signing this Agreement,  Nino
expressly  acknowledges  and agrees  that (a) he has had up to seven (7) days to
carefully read and fully consider the terms of this  Agreement;  (b) he has been
advised in writing to discuss this Agreement with an attorney before signing it;
(c) he has  agreed  to this  Agreement  knowingly  and  voluntarily  and was not
subjected to any undue influence or duress;  (d) he may revoke his acceptance of
this Agreement within seven (7) days after he signs it by sending written Notice
of Revocation in accordance with the notice  provisions  hereof;  and (e) on the
eighth (8th) day after he signs this Agreement, this Agreement becomes effective
and enforceable.

         19.  GOOD  FAITH  AGREEMENT:  This  agreement  is entered in good faith
between  Company and Nino and this Agreement  will not be construed  against the
drafter.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Employment  Separation  Agreement  and  Release as of the day and year set forth
below.

HEMOBIOTECH, INC.

By: /s/ Arthur Bollon                          /s/ Ghassan Nino
    --------------------------                 ---------------------------------
Name:  Arthur Bollon                           Ghassan Nino, for himself and on
Title: President and CEO                       behalf of each Nino Affiliate

Dated as of: July 15, 2004                     Dated as of: July 15, 2004



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