Exhibit 10.12

Agreement between Hemox/EC
Page 1

June 20, 2003

Mr. Bruce N. Barron, CEO
Hemoxymed, Inc.
50 Lakeview Pkwy, Suite 111
Vernon Hills, IL 60061


Dear Bruce:

This letter will  confirm the  following  agreement  and  understanding  between
Hemoxymed, Inc. and its subsidiaries (HEMOX) and Equity Communications, LLC, its
affiliates and assigns (EC) with respect to the following:

1.)    HEMOX  shall  retain  EC and EC  agrees  to be  retained  by HEMOX as its
       Financial  Public  Relations  Counsel  for  a  period  of  one  (1)  year
       commencing   June  30,  2003  and  ending  on  June  30,  2004.  A  total
       professional  fee of  Seventy-two  Thousand  ($72,000)  Dollars  shall be
       payable for the one (1) year  services,  which  payments  shall be due in
       increments  of Six Thousand  ($6,000)  Dollars per month,  subject to the
       following:

       (1a.) No  payment  shall  be due  until an  initial  funding  of at least
       $1,000,000  is received by HEMOX.  Upon such initial  funding of at least
       one  million  dollars to HEMOX from any  investment  or loan  source,  an
       amount  equal to Six Thousand  ($6,000)  Dollars for each month of unpaid
       services  rendered by EC from June 30, 2003 under this Agreement shall be
       paid to EC.

2.)    This Agreement may be terminated by either party upon  presentation of 10
       days written notice effective as of October 31, 2003.

       (2a) If this  agreement  is not  terminated  by either  party on or about
       October 31, 2003, it shall automatically  continue for the entire term of
       this Agreement ending June 30, 2004.

3.)    In addition to the compensation  described in paragraph one above,  HEMOX
       agrees to grant to EC and/or its  assigns a  non-qualified  stock  option
       (the "Option") to purchase eight hundred thousand  (800,000) HEMOX common
       shares,  at a price of twenty cents ($.20) per share, as compensation for
       services rendered.

       (3a) The Option shall be vested beginning June 30, 2003, according to the
       following understanding:

       The obligation of HEMOX to vest the Option shares or any portion  thereof
       shall  be  the  continuing   effectiveness  of  this  Agreement   without
       cancellation  as set forth in  paragraph 2 above.  If this  Agreement  is
       terminated  effective October 31, 2003, then on November 1, 2003, 266,000
       of the Option shares shall be vested. If this agreement is not terminated
       on or about October 31, 2003, then all 800,000 of the Option shares shall
       be vested.


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Agreement between Hemox/EC
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       (3b) In the event that HEMOX signs a  definitive  agreement to merge with
       another  company  and/or to be  acquired  or  purchased,  then all option
       shares shall immediately become fully vested as of that date.

       (3c) The Option shall be exercisable for a period of five years beginning
       June 30, 2003, and ending June 30, 2008.

       (3d) In the event the shares  underlying  the  Option  are not  currently
       registered with the SEC, HEMOX agrees to include these shares in its next
       registration statement at the earliest possible date, and to register the
       underlying shares at no cost to EC.

       (3e) HEMOX  shall  deliver a document to EC that  reflects  the terms and
       conditions of the Option,  as described in (3a) - (3d) above before close
       of business July 30, 2003.

4.)    HEMOX  agrees to  reimburse  EC for  expenses  incurred on the  Company's
       behalf.  EC agrees to spend no more than $600 on any one project  without
       the personal approval of an authorized officer of HEMOX.

       (4a) The  following  items  will be  routinely  rebilled  to HEMOX:  long
       distance telephone charges, travel, postage, fax, photocopying, messenger
       and courier  services,  and editorial meals.  The following items,  which
       would require EC to utilize outside venders and/or  supervise the work of
       others,  (which HEMOX does not at the present time expect to need) would,
       if required and  authorized  in writing or by e-mail,  be rebilled to the
       Company including a standard service fee of 17.64%: printing, production,
       package distribution, mailing list development and maintenance, art work,
       consultants,  photography,  copy writing (e.g.  annual report) and visual
       presentations.

       (4b) Invoices shall be submitted by EC on the first day of each month and
       are due and payable by HEMOX on the fifteenth day of that month.

5.)    Where possible,  transportation  arrangements involving service for HEMOX
       will be made by a  travel  agent  designated  by the  Company,  and  such
       transportation  will be billed  directly  to HEMOX by the  agent.  In the
       event Mr.  Weingarten  or Mr.  Chizzik must fly  cross-country  utilizing
       red-eye  service,  they shall be entitled to fly business class, or first
       class if  business  class  is not  available  using  the  least  possible
       airfare, such as frequent flyer upgrades, etc.

6.)    EC, in consideration of the remuneration  stated above, agrees to provide
       comprehensive   public   relation   services   for   HEMOX,   to  include
       introductions to various security dealers,  investment  advisors,  market
       makers,  institutional investors, and members of the financial community;
       introductions as well to analysts who have the appropriate background and


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Agreement between Hemox/EC
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       expertise to cover HEMOX;  advice as may be requested by management  with
       respect to the capital  structure of the company and how best to position
       HEMOX as a  financial  product  for  Wall  Street;  preparation  of press
       releases, shareholder letters and reports as appropriate and as requested
       and approved by  management;  responding to  shareholder  inquiries;  and
       introductions  as may be  requested  by HEMOX to  appropriate  investment
       bankers and others in the financial community who may be in a position to
       assist the Company in  accomplishing  its  distribution  and fund raising
       objectives.

Cooperation by both parties to ensure uninterrupted  communications is presumed.
HEMOX  agrees  to keep EC  continuously  informed  of its  progress;  to  supply
information  necessary  to produce  releases,  letters,  and reports in a timely
manner; and to review such documents for accuracy and completeness  before their
dissemination to the public.

7). Representations and Procedures:

       (7a) Each person executing this Agreement has the full right,  power, and
       authority  to enter into this  Agreement  on behalf of the party for whom
       they  have  executed  this  Agreement,  and the full  right,  power,  and
       authority to execute any and all necessary instruments in connection with
       this Agreement,  and to fully bind such party to the terms and conditions
       and obligations of this Agreement.

       (7b) This Agreement, together with any and all exhibits, shall constitute
       the entire  agreement  between  the parties  with  respect to the subject
       matter hereof and  supersedes any and all prior or  contemporaneous  oral
       and written agreements and discussions  between or among any of them. The
       parties  hereto  acknowledge  and agree  that  there  are no  conditions,
       covenants,  agreements  and  understandings  between or among any of them
       except as set forth in this Agreement. This Agreement may be amended only
       by a further writing signed by all parties hereto.

       (7c)  Venue,  in  the  event  of  litigation  shall  be in the  State  of
       California,  County of Santa Barbara or in the State of Illinois,  County
       of Lake. The losing party agrees to pay all reasonable legal costs of the
       prevailing party, including attorney's fees up to a maximum of $6,000.

       (7d) HEMOX  hereby  agrees and  consents  at its sole cost and expense to
       indemnify,  and hold EC (and Ira  Weingarten,  Steve Chizzik  personally)
       harmless from liability arising out of any legal or administrative action
       in which EC (and  Ira  Weingarten,  Steve  Chizzik  personally)  is named
       and/or which is brought  against EC which  directly or indirectly  arises
       out  of  any   misstatement  or  omission  of  a  material  fact  in  any
       information, verbal representation, or written documentation furnished to
       EC by HEMOX,  which is  incorporated,  relied upon, or is utilized in any
       manner by EC in


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Agreement between Hemox/EC
Page 4


       drafting press releases and/or other  financially  and publicly  oriented
       communications.

       EC agrees and consents at its sole cost and expense to indemnify and hold
       harmless  HEMOX,  and its officers,  directors,  agents,  affiliates  and
       principal  stockholders,  from  liability  arising  out of any  legal  or
       administrative action in which HEMOX or any such persons are named and/or
       which is brought against HEMOX or any such person,  and which directly or
       indirectly  arises out of any misstatement or omission of a material fact
       in  any  information,  verbal  representation  or  written  documentation
       concerning  HEMOX  furnished  by  EC  to  any  third  party  unless  such
       information,  verbal representation or written documentation was supplied
       or  conveyed  by HEMOX and  furnished  by EC  without  knowledge  of such
       misstatement or omission.

       (7e)  This  Agreement may be executed  either as a single  document or in
       one or more  counterparts,  each of which shall be deemed an original and
       all  of  which,  taken  together,  shall  constitute  one  and  the  same
       instrument.  Execution of this Agreement by facsimile  signature shall be
       acceptable,  and each party agrees to provide the original executed pages
       to the other party within 10 days.

       (7f) Any notice  required to be given pursuant to this agreement shall be
       deemed  given and  served  when such  notice is  deposited  in the United
       States Mail, first class,  certified or registered,  and addressed to the
       principal offices of the parties as they appear on this Agreement, unless
       a written change of address notification has been sent and received.



Sincerely yours,




Equity Communications
By Ira Weingarten
President

Accepted by:


By                                                                      , Client
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   Signature                                  Title


Date: _______________________ , 2003