Exhibit 10.12

Confidential portions of this Agreement have been omitted and filed separately
with the Commission subject to a request for confidential treatment.

<PAGE>


           [TEXAS TECH UNIVERSITY HEALTH SCIENCES CENTER LETTERHEAD]


                                        May 14, 2004


Dr. Arthur P. Bollon
Chairman and CEO
HemoBioTech, Inc.
2110 Research Row, Suite 330
Dallas, TX 75235
Tel: (469) 585-7613; Fax: (972) 620-9830
E-mail: ABOLLON@HEMOBIOTECH.COM

                               Re: Patent Document

Dear Dr. Bollon:

       Texas Tech  University  understands  the need for  extension of the legal
protection for its patented  HemoTech(TM)  blood substitute  product,  which was
licensed to  HemoBioTech,  Inc., for  commercial  development  [U.S.  Patent No.
5,439,882,  issued  August 8,  1995].  Therefore,  Texas Tech made a decision to
initiate this process even with limited financial  resources,  and looks forward
to working with HemoBioTech in filing a new patent application for HemoTech(TM).

       Knowing  that  the  new  patent  must  be  compatible   with  an  earlier
established  commercial  development  strategy,  Dr.  Simoni,  a co-inventor  of
HemoTech(TM), has worked on new claims related to "a method of treatment." Since
the most important  therapeutic action of HemoTech(TM) in the treatment of acute
blood loss is based on the  replacement of a patient's own red blood cells,  the
present invention relates to a method of stimulating  erythropoiesis (production
of red blood cells in the body) by this blood  substitute.  If approved,  such a
medical  claim will protect the patented  composition  and preclude  others from
using this invention for commercial purpose such as use as a blood substitute.

*



----------
* The information omitted is confidential and has been filed separately with the
  commission pursuant to Rule 406 of the Securities Act of 1933, as amended.


CONFIDENTIAL                         PAGE 1                            5/14/2004
<PAGE>


*

       While the commercial development of HemoTech(TM) blood substitute will
remain the main objective of HemoBioTech's activity, in the future changes in
the chemical composition of HemoTech(TM) may occur in order to create new
products which can be optimized for different clinical uses.

*

       It is the intention to submit to the U.S.  Patent and Trademark  Office a
patent application as soon as possible.

SUMMARY OF THE PROPOSED PATENT APPLICATION:

         TITLE: *

FIELD OF INVENTION: *


INVENTORS:  *

ASSIGNEE:   Texas Tech University Health Sciences Center (Lubbock, TX)

LICENSEE:   Hemobiotech, Inc.

      ABSTRACT: *


----------

* The information omitted is confidential and has been filed separately with the
commission pursuant to Rule 406 of the Securities Act of 1933, as amended.



CONFIDENTIAL                         PAGE 2                            5/14/2004
<PAGE>


               *



       CLAIMS: *





       EXAMPLES THAT WILL BE USED IN THE PATENT APPLICATION: *

----------
* The information omitted is confidential and has been filed separately with the
  commission pursuant to Rule 406 of the Securities Act of 1933, as amended.


CONFIDENTIAL                         PAGE 3                            5/14/2004

<PAGE>


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

       Dr. Bollon, if you have any scientific  question you can directly contact
Dr. Simoni, and for legal questions you can contact me at any time.

Regards,

/s/ Lance Anderson, JD
Lander Anderson, JD
Director
Office of Technology Transfer and Intellectual Property
Texas Tech University & Texas Tech University Health Sciences Center
Box 42007
Lubbock, Texas 79409-2007
Phone: (806) 742-4105 & 742-4103
Fax:   (806) 742-4102



and

/s/ Jan Simoni DVM, PhD
Jan Simoni DVM, PhD
Associate Professor & Co-Inventor of HemoTech(TM)
Department of Surgery
Texas Tech University Health Sciences Center
3601 4th Street, Office 3A119A
Lubbock, Texas 79430
Phone: (806) 743-2460x246
Fax:   (806) 743-2113


CONFIDENTIAL                         PAGE 4                            5/14/2004