[HEMOBIOTECH LOGO]


                              EMPLOYMENT AGREEMENT


         This  Employment  Agreement (the "Agreement ") is effective as of April
1,  2005,  by  and  between  Hemobiotech  Inc.,  a  Delaware   corporation  (the
"Company"), and Mark J. Rosenblum (the "Executive").

         WHEREAS,  the Company and Executive desire to enter into this Agreement
pursuant to which the Company  will employ  Executive in the  capacity,  for the
period and on the terms and conditions set forth herein;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
and agreements herein contained, the parties hereby agree as follows:

         1.       EMPLOYMENT AND DUTIES.  The Company  hereby employs  Executive
and Executive  hereby accepts such  employment in Dallas,  Texas the capacity of
Chief  Financial  Officer  ("CFO") of the Company to act in accordance  with the
terms and conditions  hereinafter set forth. During the Term (as defined below),
Executive agrees that he will devote time, attention and skills to the operation
of the Business (as defined  below) of the Company and that he will perform such
duties,  functions,  responsibilities  and  authority  in  connection  with  the
foregoing as are from time to time delegated to Executive by the Chief Executive
Officer as delegated  by the Board of  Directors  of the Company (the  "Board"),
which  duties  shall  include but shall not be limited to  generating  financial
statements,  bank  reconciliations,  schedules  of assets and  liabilities,  and
completing  and, to the extent  required,  certifying  all financial and related
Securities  and Exchange  Commission  (SEC)  filings  required to be made by the
Company.  For purposes of this  Agreement,  the Business of the Company shall be
defined as the development and  commercialization  of blood substitute products.
Executive is not bound by the terms of any agreement with any previous  employer
or other  party  which  would  limit his  abilities  to  perform  his duties and
obligations hereunder.

         2.       TERM.  The term of this  Agreement  shall commence on the date
hereof  and shall  continue  for a period of three (3) years.  Thereafter,  this
Agreement shall be automatically renewed for one year periods,  unless otherwise
terminated  by the Company or Executive  upon written  notice to the other given
not less than ninety (90) days prior to the next  anniversary  of the Agreement.
The initial three year term and any renewals thereof shall be referred to herein
as the "Term."

         3.       COMPENSATION.  In  consideration  of all  the  services  to be
rendered by Executive to the Company hereunder, the Company hereby agrees to pay
or otherwise  provide Executive the following  compensation and benefits.  It is
furthermore  understood  that the  Company  shall  have the  right to  deduct or
withhold  under any provision of applicable  law  (including  but not limited to
Social Security payments,  income tax withholding and other required  deductions
not in effect or which may  become  effective  by law any time  during the Term)
from:

                  (a)      SALARY.  Executive  shall  receive an initial  annual
salary of One Hundred and Twenty Thousand Dollars  ($120,000),  plus annual cost
of living salary  increases  ("Initial




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Base  Salary").  Effective as of the first  business  day of the calendar  month
immediately  following the Company's  consummation  of equity  financings,  bank
financings,  or a  combination  thereof in which at least Fifty Percent (50%) of
the overall proceeds have been derived from equity financings,  having aggregate
gross proceeds to the Company of not less than Ten Million Dollars ($10,000,000)
(the "Financing"),  the Base Salary shall increase to One Hundred and Sixty Five
Thousand Dollars  ($165,000) (as adjusted,  the "Base Salary").  Within ten (10)
business days  following the completion of the  Financing,  the Executive  shall
receive a lump-sum payment (the "Base Salary  Adjustment  Payment") equal to the
Three Thousand Seven Hundred Fifty Dollars ($3,750)  multiplied by the number of
months of service  that were  completed  by the  Executive  at the Initial  Base
Salary  level  prior to the  consummation  of the  Financing  (the "Base  Salary
Adjustment Payment Period");  PROVIDED, HOWEVER, that the Base Salary Adjustment
Payment  Period shall not exceed nine (9) months (i.e.,  Executive  shall not be
entitled to receive an  aggregate  Base Salary  Adjustment  Payment that exceeds
Thirty-Three  thousand Seven Hundred and Fifty Dollars ($33,750)) The applicable
Base Salary shall be reviewed by the Board each year prior to the anniversary of
this Agreement to determine the annual  increase to the applicable  Base Salary;
PROVIDED, HOWEVER, that in no event shall such annual increase be less than cost
of  living  increase.   The  applicable  Base  Salary  will  be  paid  in  equal
installments  not  less  frequently  than  bi-monthly  in  accordance  with  the
Company's  salary  payment  practices  in effect  from  time to time for  senior
executives of the Company.

                  (b)      BONUS PAYMENT.  At the end of each fiscal year of the
Company  following  the  completion  of the  Financing,  in addition to the Base
Salary  then in effect,  Executive  shall  receive a bonus  payment  (the "Bonus
Payment")  equal to Twenty-Five  Percent (25%) of the Base Salary (or such other
Base  Salary as shall be in effect at such time) (the "Bonus  Percentage").  The
Bonus  Payment  will be paid in  accordance  with the  Company's  bonus  payment
practices in effect from time to time for senior executives of the Company.  The
Board of  Directors of the Company (the  "Board")  shall review the  Executive's
Bonus Percentage annually and may, in the Board's sole discretion,  increase the
Bonus Percentage based upon the Company's and Executive's performance.

                  (c)      BENEFIT PLANS. As of the date hereof, Executive shall
be  reimbursed  monthly by the  Company  for  health  insurance  coverage.  Upon
consummation of the Financing,  Executive shall be covered by health,  accident,
disability  and life insurance  programs and other fringe benefit  program which
the Company may adopt and implement for the benefit of the Company's  executives
following the completion of the  Financing.  Upon execution and delivery of this
Agreement, the Executive will also receive an option to purchase an aggregate of
Seventy-Five  Thousand  (75,000) shares of the Company's common stock, par value
$.001 per share (the "Common  Stock") at an exercise price of Eighty-Five  Cents
($.85) per share, which shall vest in accordance with, and which shall otherwise
be subject to, the terms and conditions of the Company's 2003 Stock Option Plan,
a copy of  which  is  attached  hereto  as  EXHIBIT  A. In  addition,  upon  the
Employee's  completion of each year of service  hereunder,  the Executive  shall
receive an additional option to purchase Twenty-Five Thousand (25,000) shares of
Common Stock on the  anniversary  date of this  Agreement  at an exercise  price
equal to the then-fair market value of the Common Stock.

                  (d)      EXPENSES.   Executive   shall  be   entitled   to  be
reimbursed for all reasonable  expenses  incurred by him in connection  with the
fulfillment  of  his  duties  hereunder,   including  all  necessary  continuing
education and certification costs and related expenses;




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PROVIDED,  HOWEVER,  that  Executive  has obtained the  Company's  prior written
approval of such  expenses  and has complied  with all  policies and  procedures
related to the  reimbursement  of such expenses as shall,  from time to time, be
established by the Company.

                  (e)      VACATIONS AND SICK LEAVE. Executive shall be entitled
to four (4) weeks paid  vacation  annually  to be taken in  accordance  with the
Company's  vacation policy in effect from time to time and at such time or times
as may be mutually agreed upon by the Company and Executive;  PROVIDED, HOWEVER,
that if for any reason  Executive does not take the full four (4) weeks vacation
in any given  year,  Executive  shall be  entitled to accrue and carry over such
vacation  time  according to the policy  established  by the Company.  Executive
shall also be entitled to sick leave  according  to the sick leave  policy which
the Company many adopt from time to time.

                  (f)      RELOCATION EXPENSE REIMBURSEMENT.  In addition to the
compensation  set forth  above,  following  the  Financing,  the  Company  shall
reimburse  Executive  for all  reasonable  relocation  expenses  incurred by the
Executive to move from  Charlotte,  North Carolina to Dallas,  Texas;  PROVIDED,
HOWEVER, that has obtained the Company's prior written approval of such expenses
(which  approval shall not be  unreasonably  withheld) and has complied with all
policies and procedures  related to the reimbursement of such expenses as shall,
from time to time, be  established  by the Company,  including the submission by
Executive to the Company of receipts evidencing such expenses.

         4.       INDEMNIFICATION.

                  (a)      COMPANY'S OBLIGATION TO INDEMNIFY.  The Company shall
at all times  during  the Term and  thereafter,  indemnify  and  defend and hold
Executive harmless from and against all liability, loss, costs, 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 the Company or the  Executive  may incur by reason of or arising out of any
claim  made by any  third  party  (together,  the  "Losses"),  with  respect  to
Executive's employment with Company in accordance with this Agreement; PROVIDED,
HOWEVER,  that the Company's  foregoing  indemnification  obligations  shall not
apply to Losses incurred by the Company as a result of the  Executive's  willful
misconduct, gross negligence,  conviction of a felony (including entry of a plea
of NOLO CONTENDERE) for illegal or criminal behavior or engagement in activities
beyond the scope of his employment hereunder.  Indemnification shall include all
costs,  including  actual  attorneys' fees and expenses  reasonably  incurred in
pursuing indemnity claims under or enforcement of this Agreement.

                  (b)      EXECUTIVE'S OBLIGATION TO INDEMNIFY.  Executive shall
also at all times during the term of this  Agreement and  thereafter,  indemnify
and  defend  and  hold  Company,  its  founders,  owners,  directors,  officers,
employees, advisors, agents, partners, service providers and affiliates harmless
from and against all Losses with respect to the Executive's  willful misconduct,
gross  negligence,  conviction  of a felony  (including  entry of a plea of NOLO
CONTENDERE) for illegal or criminal  behavior or engagement in activities beyond
the scope of his employment  hereunder  during the  Executive's  employment with
Company in accordance  with this  Agreement.  Indemnification  shall include all
costs,  including  actual  attorneys' fees and expenses  reasonably  incurred in
pursuing indemnity claims under or enforcement of this Agreement.




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written authorization of HemoBioTech, Inc.                          Page 3 of 10
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         5.       LIMITATION OF LIABILITY.  EXECUTIVE  AGREES THAT REGARDLESS OF
THE FORM OF ANY CLAIM,  EXECUTIVES'  SOLE  REMEDY AND  COMPANY  OBLIGATION  WITH
RESPECT TO ANY CLAIMS MADE RELATED TO OR ARISING OUT OF THIS AGREEMENT  SHALL BE
GOVERNED  BY THIS  AGREEMENT,  AND IN ALL CASES  EXECUTIVE'S  REMEDIES  SHALL BE
LIMITED  SPECIFICALLY  TO COMPANY  AND NOT TO ASSETS OR  PERSONAL  AND  BUSINESS
INTERESTS OF COMPANY FOUNDERS, OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS,
PARTNERS AND AFFILIATES.  IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL COMPANY,
ITS FOUNDERS, OWNERS, DIRECTORS,  OFFICERS,  EMPLOYEES,  ADVISORS,  PARTNERS AND
AFFILIATES   BE  LIABLE  FOR  PERSONAL,   INCIDENTAL,   DIRECT,   INDIRECT,   OR
CONSEQUENTIAL  DAMAGES  OF ANY  KIND,  INCLUDING  ECONOMIC  DAMAGE  OR INJURY TO
PROPERTY AND LOST PROFITS REGARDLESS OF WHETHER COMPANY SHALL BE ADVISED,  SHALL
HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY.

         6.       TERMINATION.  (a) EVENTS OF TERMINATION.  This Agreement shall
terminate on the earliest to occur of the following events:

                  (i)      the expiration of the Term;

                  (ii)     the  mutual   agreement   of  the   Company  and  the
                           Executive;

                  (iii)    the voluntary termination of the Executive other then
                           as a result of a Constructive  Termination  Event (as
                           defined herein);

                  (iv)     the death of Executive or Executive's retirement;

                  (v)      Executive  becoming  completely unable to perform his
                           duties as described herein due to injury,  illness or
                           disability (mental or physical),  as determined by an
                           independent  physician  selected with the approval of
                           the Company and Executive,  for a period of three (3)
                           consecutive months ("Disability"); or

                  (vi)     the  termination  of the Executive by the Company for
                           "just cause" (as defined  herein) upon giving written
                           notice to Executive

For the  purposes  hereof,  the  Company  shall have "just  cause" to  terminate
Executive's  employment  hereunder as a result of Executive's  gross negligence,
willful  misconduct,  conviction of a felony  (including  the entry of a plea of
NOLO CONTENDERE) for illegal or criminal  behavior in carrying out his duties as
required  pursuant  to the  terms of the  Agreement.  Notwithstanding  any other
provision  contained  herein,  the Company shall have the right to terminate the
agreement  and  Executive's  employment  WITHOUT  just  cause,  and  Executive's
remedies  hereunder  in the event of such  termination  shall be  limited to the
Severance Payments set forth in Section 6(c) hereof.

                  (b)      TERMINATION FOR JUST CAUSE OR VOLUNTARY  TERMINATION.
If Executive's  employment is terminated prior to the expiration of the Term for
just cause or if  Executive's  employment  is terminated as set forth in Section
6(a) (ii) or (iii)  hereof,  Executive  shall NOT be  entitled  to  receive  any
Severance  Payments (as defined in Section 7 below) and will only be entitled to
receive any accrued but unpaid portion of the applicable  Base Salary,  plus any
accrued  but  unused  vacation  time and unpaid  expenses  (in  accordance  with
Sections 3(d) and (e) hereof) that have been earned by the Executive as the date
of such termination.




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                  (c)      TERMINATION   WITHOUT  JUST  CAUSE.   If  Executive's
employment is terminated by the Company without just cause or as a result of the
Executive's  Disability,  Executive  shall be entitled to receive the  Severance
Payments  described  in  Section  7  hereof.  For  purposes  of  the  Agreement,
termination  without just cause shall  include  termination  by Executive of his
employment  with the Company  within one hundred and twenty (120) days after the
occurrence of any of the following  events  (collectively  herein referred to as
"Constructive  Termination  Events")  which  are not  remedied  within  ten (10)
business days after written notice to the Company by Executive of such event:

                  (i)      failure to  maintain  Executive  in the office to the
                           position of CFO or a substantially  equivalent office
                           or position, of or with the Company;

                  (ii)     a significant  adverse  change in the nature or scope
                           of the authority, powers, functions, responsibilities
                           or duties  attached to the position of Executive with
                           the  Company as set forth  herein or a  reduction  in
                           Executive's  then-applicable Base Salary and benefits
                           as set forth herein;

                  (iii)    the liquidation,  dissolution,  merger, consolidation
                           or  reorganization  of the Company or transfer of all
                           or a  significant  portion  of  its  business  and/or
                           assets, unless the successor or successors shall have
                           assumed  all duties and  obligations  of the  Company
                           under the Agreement;

                  (iv)     the Company shall relocate its principal headquarters
                           offices or require  Executive  to have his  principal
                           location of work changed to any location  which is in
                           excess of fifty (50) miles from its current  location
                           without the prior written consent of Executive; and

                  (v)      any material  breach of the  Agreement by the Company
                           or its successors.

                  (d)      INSURANCE.  The Company may secure,  in its own name,
or otherwise, and at its own expense, life, health, accident and other insurance
covering  Executive  or  Executive  and others.  Executive  agrees to assist the
Company in procuring  such  insurance by  submitting  to the usual and customary
medical and other examinations and by signing, as the insured, such applications
and other instruments in writing as may be reasonably  requires by the insurance
companies to which  application  is made pursuant to such  insurance.  Executive
agrees that he shall have no right,  title,  or interest in or to any  insurance
policies or to the proceeds  thereof which the Company many so elect to take out
or to continue on the Executive's life.

         7.       SEVERANCE PAYMENT.  (a) If the Company terminates  Executive's
employment without just cause or if Executive's  employment is terminated due to
Disability,  Executive  shall  be  entitled  to  receive,  in  addition  to  the
applicable  Base Salary,  plus any accrued but unused  vacation  time and unpaid
expenses (in accordance with Sections 3(d) and (e) hereof) that have been earned
by the Executive as of the date of such  termination,  the  following  severance
payments (the "Severance Payments"):

                  (i)      equal monthly  installments  at the  applicable  Base
                           Salary  rate then in  effect,  as  determined  on the
                           first day of the calendar month immediately




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                           preceding  the  day  of   termination,   to  be  paid
                           beginning  on the first  day of the  month  following
                           such  termination and continuing until the earlier of
                           (A) the  expiration of the Term or (B) the expiration
                           of  (i)  six  (6)  months   following  the  effective
                           termination  date,  so long as the Executive has been
                           employed  by the  Company  for a  period  of at least
                           twelve (12)  consecutive  months,  measured as of the
                           effective  termination  date,  (ii)  nine (9)  months
                           following the effective  termination date, so long as
                           the  Executive has been employed by the Company for a
                           period  of  at  least  two  (2)  consecutive   years,
                           measured as of the  effective  termination  date,  or
                           (iii)  twelve (12)  months  following  the  effective
                           termination  date,  so long as the Executive has been
                           employed  by the  Company  for a  period  of at least
                           three  (3)  consecutive  years,  measured  as of  the
                           effective  termination  date  (in  either  case,  the
                           "Severance Period");  PROVIDED,  HOWEVER,  that in no
                           event shall the Severance Period be less than six (6)
                           months; and

                  (ii)     during  the   Severance   Period,   health  and  life
                           insurance  benefits  substantially  similar  to those
                           which  Executive was receiving or entitled to receive
                           immediately prior to termination;  PROVIDED, HOWEVER,
                           such  insurance  benefits  shall  be  reduced  to the
                           extent   comparable   benefits   during  such  period
                           following Executive's  termination,  and any benefits
                           actually  received by Executive  shall be reported by
                           Executive to the Company.

                  (b)      DISABILITY.  Whenever  Severance Payments are payable
to  Executive  hereunder  during a time when  Executive  is partially or totally
disabled,  and such Disability  would entitle him to disability  income payments
according  to the terms of any plan or policy now or  hereafter  provided by the
Company,  the  Severance  Payments  payable  to  Executive  hereunder  shall  be
inclusive of any such  disability  income and shall not be in addition  thereto,
even if such disability  income is payable directly to Executive by an insurance
company under a policy paid for by the Company

         8.       RESTRICTIVE  COVENANTS.  Executive  and the Company agree that
the  Company  would  suffer  irreparable  harm and incur  substantial  damage if
Executive were to enter into  Competition  (as defined herein) with the Company.
Therefore,  in  order  for  the  Company  to  protect  its  legitimate  business
interests, Executive agrees as follows:

                  (a)      Without  the prior  written  consent of the  Company,
Executive shall not, during the period of employment with the Company,  directly
or indirectly,  invest or engage in any business that is Competitive (as defined
herein) with the Business of the Company or accept employment or render services
to a  Competitor  (as defined  herein) of the  Company as a  director,  officer,
agent,  employee  or  consultant  or  solicit  or  attempt  to solicit or accept
business  that is  Competitive  with the  Business of the  Company,  except that
Executive may own up to five percent (5%) of any outstanding class of securities
of any company  registered  under Section 12 of the  Securities  Exchange Act of
1934, as amended.

                  (b)      Without the prior written  consent of the Company and
upon any termination of Executive's employment with the Company and for a period
of twelve  (12)  months  thereafter,  Executive  shall not,  either  directly or
indirectly, (i) invest or engage in any




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business  that is  Competitive  (as  defined  herein)  with the  Business of the
Company,  except  that  Executive  may  own  up to  five  percent  (5%)  of  any
outstanding  class of securities of any company  registered  under Section 12 of
the Securities Exchange Act of 1934, as amended,  (ii) accept employment with or
render  services to a Competitor of the Company as a director,  officer,  agent,
employee  or  consultant  unless  he  is  serving  in a  capacity  that  has  no
relationship  to that portion of the  Competitor's  business that is Competitive
with the Business of the Company, or (iii) solicit, attempt to solicit or accept
business  Competitive with the Business of the Company from any of the customers
of the Company at the time of his termination or within twelve (12) months prior
thereto or from any person or entity whose  business the Company was  soliciting
at such time.

                  (c)      Upon  termination of his employment with the Company,
and for a period of twelve (12) months  thereafter,  Executive shall not, either
directly or indirectly, engage, hire, employ or solicit in any manner whatsoever
the employment of an employee of the Company.

                  (d)      For  purposes  of  this  Agreement,   a  business  or
activity is in "Competition"  or "Competitive"  with the Business of the Company
if it  involves,  and a person or entity is a  "Competitor",  if that  person or
entity is engaged in, or about to become engaged in, the research,  development,
design, manufacturing,  marketing or selling of a specific product or technology
that resembles,  competes, or is designed to compete,  with, or has applications
similar to any  product or  technology  for which the  Company  has  obtained or
applied for a patent or made disclosures, or any product or technology involving
any other  proprietary  research or  development  engaged in or conducted by the
Company during the term of Executive's employment with the Company.

         9.       DISCOVERIES  AND INVENTIONS.  Executive  hereby assigns to the
Company all his right,  title,  and  interest in and to any and all  inventions,
discoveries, developments, improvements, techniques, designs and data related to
blood  substitutes  which  Executive  conceives  of,  reduces  to  practice,  or
otherwise  creates,  either alone or jointly  with others,  in the course of his
employment hereunder and in which the law recognizes any protectable interest.

         10.      CONFIDENTIALITY.  Executive  shall not use, or disclose any of
the  Confidential  Information and Trade Secrets,  either during the Term of his
employment  or at anytime  thereafter,  except as  required in the course of his
employment. For purposes of this Agreement,  "Confidential Information and Trade
Secrets"  shall  mean all  information,  know  how,  trade  secrets,  processes,
computer  software or programs and related  documentation,  methods,  practices,
fabricated  techniques,  marketing plans, and other  compilations of information
which  relate to the  Business  of, and are owned by the Company  which were not
known  generally to others  engaged in the Business of the Company and which the
Company has taken affirmative actions to protect from public disclosure or which
do not exist in the public domain.  All information,  data and similar items and
documentation  relating  to  the  Business  of the  Company,  shall  remain  the
exclusive property of the Company unless owned by Executive.

         11.      NOTICES.  Any  notice  or  other  communication   required  or
permitted  to be given  hereunder  shall be in  writing  and deemed to have been
given when delivered in person or when dispatched by telegram,  electronic mail,
or electronic  facsimile transfer  (confirmed in




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writing by mail,  registered or certified,  return  receipt  requested,  postage
prepaid, simultaneously dispatched) to the addressees at the addresses specified
below.

         If to Executive:     Mark J. Rosenblum
                              c/o Edwards & Angell, LLP
                              2800 Financial Plaza
                              Providence, RI 02903
                              Attn: Douglas G. Grey, Esq.
                              Tel: (888) 325-9018

         If to the Company:   Arthur P. Bollon, Ph.D.
                              Chairman & CEO
                              Hemobiotech Inc.
                              14221 Dallas Parkway, Suite 1500
                              Dallas, TX 75254

or to such other  address  or fax  number as either  party may from time to time
designate in writing to the other.

         12.      ENTIRE  AGREEMENT.  This  Agreement,  together with EXHIBIT A,
constitutes  the entire  agreement  between the parties  hereto  relating to the
subject matter hereof,  and supersedes all prior agreements and  understandings,
whether oral or written, with respect to the same. No modification,  alteration,
amendment  or  revision of or  supplement  to this  Agreement  shall be valid or
effective unless the same is in writing and signed by both parties hereto.

         13.      GOVERNING LAW. This Agreement and the rights and duties of the
parties  hereunder  shall be  governed  by,  construed  under  and  enforced  in
accordance with the laws of the State of Texas.

         14.      ASSIGNMENT.  The rights and  obligations  of the parties under
this Agreement shall not be assignable  without written  permission of the other
party

         15.      SEVERABILITY.   The   invalidity  of  any  provision  of  this
Agreement  under  the  applicable  laws  of the  State  of  Texas  or any  other
jurisdiction,  shall not  affect  the other  provisions  hereby  declared  to be
severable from all other provisions.  The intention of the parties, as expressed
in any provision held to be void or ineffective,  shall be given such full force
and effect as may be permitted by law.

         16.      SURVIVAL.  The  obligations of the Company or its successor to
pay any Severance Payments required  hereunder  subsequent to the termination of
this Agreement and the obligations of Executive under Sections 6, 7 and 8 hereof
shall survive the termination of this Agreement.

         17.      REMEDIES.   Executive  and  the  Company  recognize  that  the
services to be rendered under this  Agreement by Executive are special,  unique,
and of extraordinary character, and that in the event of the breach by Executive
of the terms and  conditions  of  Sections  4, 5, 8, 9 and 10 hereof the Company
shall be entitled,  if it so elects,  to institute and prosecute  proceedings in
any court of competent jurisdiction , to obtain damages for any breach thereof.




Strictly  confidential.  Do not copy,  use or  distribute  without  the  express
written authorization of HemoBioTech, Inc.                          Page 8 of 10
<PAGE>

[HEMOBIOTECH LOGO]


         18.      DISPUTE  RESOLUTION.  Except for the right of either  party to
apply to a court of competent  jurisdiction for a temporary restraining order, a
preliminary injunction,  or other equitable relief to preserve the status quo or
prevent irreparable harm, any and all claims,  disputes or controversies arising
under,  out of, or in  connection  with the  Agreement,  including  any  dispute
relating to  production,  use or  commercialization,  which the parties shall be
unable to resolve  within  sixty (60) days shall be mediated in good faith.  The
party raising such dispute shall promptly  advise the other party of such claim,
dispute or controversy in a writing,  which  describes in reasonable  detail the
nature of such  dispute.  By not later  than five (5)  business  days  after the
recipient  has received  such notice of dispute,  each party shall have selected
for itself a representative who shall have the authority to bind such party, and
shall additionally have advised the other party in writing of the name and title
of such representative.  By not later than ten (10) business days after the date
of such notice of dispute,  the party  against whom the dispute  shall be raised
shall select a mediation firm in Texas and such representatives shall schedule a
date with such firm for a mediation  hearing.  The parties shall enter into good
faith mediation and shall share the costs equally. If the representatives of the
parties have not been able to resolve the dispute  within  fifteen (15) business
days after such  mediation  hearing,  the parties shall have the right to pursue
any other  remedies  legally  available  to resolve  such  dispute in either the
Courts  of the State of Texas or in the  United  States  District  Court for the
District of Texas, to whose jurisdiction for such purposes Company and Executive
each hereby irrevocably consents and submits.




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<PAGE>

[HEMOBIOTECH LOGO]


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.


                                             Hemobiotech Inc,
                                             A Delaware corporation


                                             By:  /s/ Arthur P. Bollon
                                                  ------------------------------
                                                  Arthur P. Bollon, Ph.D.
                                                  Chairman & CEO


                                                  /s/ Mark J. Rosenblum
                                                  ------------------------------
                                                  Mark J. Rosenblum




Strictly  confidential.  Do not copy,  use or  distribute  without  the  express
written authorization of HemoBioTech, Inc.                         Page 10 of 10