Exhibit 4(o)


SYNTHETIC BLOOD INTERNATIONAL, INC.





STOCK OPTION AGREEMENT





THIS STOCK OPTION AGREEMENT is made this 3rd day of December, 2001 by and between Synthetic Blood International, Inc, a
corporation formed under the laws of the State of New Jersey (the Company), and Andreas Camenzind, a citizen and resident of Zurich, Switzerland (the Optionee).





WITNESSETH:





WHEREAS, the Optionee is
a valued advisor and investor of the Company, and





WHEREAS, the Company wishes to offer a consideration for Mr.
Camenzinds assignment of his two million share option agreement to Coniglione as compensation for the deterioration of his average acquisition price of stock purchased in a private placement in early 2001.





NOW THEREFORE, in consideration of the premises contained herein, it is agreed as follows:





(1)    Grant of Option.    Subject to the terms and conditions contained herein, the
Company hereby grants the Optionee the right, privilege and option (the Option) to purchase Two Million (2,000,000) shares of the $0.01 par value common stock of the Company at a price of Twenty cents ($0.20) per share.





(2)    Term of Option.    The term of the Option shall be for a period of Three
years (the Term) subject to the terms and provisions hereof, and within the Term. The Option shall be fully vested when shareholders approve a recapitalization and may be exercised in whole or in part with respect to all or any portion
of the shares to which it related.





(3)    Method of
Exercise.    The Option shall be exercised by the transmittal of written notice thereof to the Company at its principal place of business. The notice shall include the Optionees designation of the number of
shares to be purchased and Optionees check in payment of the purchase price. Upon receipt of such notice and negotiation of said check, the Company shall deliver to the Optionee a certificate representing the shares purchased, provided that if
any law or regulation requires the Company to take any action with respect to the shares specified in such notice before the issuance thereof, the date of delivery of the shares shall be extended for the necessary period.





(4)    Termination of Option.    Except as otherwise provided herein, the Option
shall terminate upon the expiration of three years.





(5)    Right Prior to Exercise of
Option.    The Optionee shall have no rights as a stockholder with respect to the shares of stock subject to the Option until the exercise of his rights hereunder and the issuance and delivery to Optionee of a certificate or
certificates evidencing such shares.





(6)    Applicable
Laws.    The validity, construction, interpretation and enforceability of this Agreement and the capacity of the parties shall be determined and governed by the laws of the State of California.





(7)    Severability.    The provisions of this Agreement are severable and if any one or
more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provision to the extent enforceable in any jurisdiction, shall nevertheless be binding and
enforceable.




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(8)    Binding Effect.    The
provisions of this Agreement shall be binding upon the parties hereto, their successors and assigns, including, without limitation, the estate of the Optionee and the executors, administrators or trustees of such estate and any receiver, trustee in
bankruptcy or representative of the creditors of the Optionee.





THIS STOCK OPTION AGREEMENT is hereby confirmed
and executed as of this 3rd day of December, 2001





SYNTHETIC BLOOD INTERNATIONAL, INC.





By:

Robert NicoraPresident