Exhibit
10.1

       

      


      Term
Sheet for Purchase of Newly Issued Shares of Common Stock

      of
Arbios Systems, Inc.

       

       

      
        
          	
                   
      

                	
                  1.

                	
                  Seller:
      Arbios Systems, Inc. (the
“Debtor”).

                


        

        


        
          	
                   
      

                	
                  2.

                	
                  Purchaser:
      Arbios Acquisitions Partners, LLC, and/or its designee (the
      “Buyer”).

                


        

        


        
          	
                   
      

                	
                  3.

                	
                  Transaction:
      Debtor and Buyer shall use best efforts to enter into a transaction,
      whereby pursuant to a plan of reorganization to be approved by the
      Bankruptcy Court (the “Plan”), (i) the Debtor shall cancel all of its
      existing equity (including, but not limited to, any and all outstanding
      common and preferred shares of stock, warrants, and options), and (ii)
      Buyer shall acquire 90% of the newly issued shares of the
      Debtor.

                


        

        


        
          	
                   
      

                	
                  4.

                	
                  Purchase
      Price:

                


        

        


        (a)           The
purchase price for the Transaction shall be $1,000,000 in cash, $100,000 of
which is due upon signing of this Term Sheet (the “Initial Deposit”), $100,000
of which is due upon the later of (i) 30 days or (ii) filing of the plan and
disclosure statement (the “Subsequent Deposit”) (the Initial Deposit and
Subsequent Deposit are referred to collectively as the “Deposit”), and $800,000
(the “Remaining Funds”) which is due within 10 days of confirmation of the Plan
(the “Funding Date”).

        


        (b)           If
the Buyer has not provided the Remaining Funds by the Funding Date, the Debtor
shall retain the Deposit.  If the Buyer has not provided the entire
Purchase Price by the Funding Date, the Debtor may at its sole discretion,
adjourn the Funding Date, withdraw the Plan, terminate the Plan as null and
void, and/or to enter into an alternative transaction for some or all of its
assets.

        


        (c) If
the Plan has not been confirmed by June 15, 2009, Buyer is entitled to a
returnof (i) the Initial Deposit, and (ii) the Subsequent Deposit minus costs
and expenses,  (including, without limitation, administrative
expenses) incurred by the Debtor in pursuing the Plan.

        


        
          	
                   
      

                	
                  5.

                	
                  Conduct
      of Business: The Debtor shall continue to operate its business in
      the ordinary course through the Closing Date of the
      Transaction.

                


        

        


        
          	
                   
      

                	
                  6.

                	
                  Break
      Up Fee: The Buyer shall be entitled to a Break Up Fee of 3% of the
      amount of funds currently on deposit (i.e., the Initial Deposit, the
      Subsequent Deposit, or the Deposit) if the Debtor elects to enter into an
      alternative transaction, including, but not limited to, signing a letter
      of intent or term sheet with a third party, for some or all of its assets
      prior to confirmation of the Plan (the “Debtor Withdrawal Option”), but
      if, and only, if, the Debtor Withdrawal Option is not caused by the
      Buyer’s inability to provide funding by the Funding
      Date.  Additionally, if the Debtor exercises the Debtor
      Withdrawal Option, pursuant to the preceding sentence, the Buyer will be
      entitled to a return of the then funded portion of the
      Deposit.

                


        

         

      

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                7.

              	Confidentiality: (a) In
      addition to the terms defined in this Term Sheet, the Debtor and the
      Buyer, are each sometimes referred to as (i) the “Disclosing Party” when
      the context connotes the party disclosing Confidential Information, as
      defined in paragraph 7(d) hereof, or (ii) the “Receiving Party” when the
      context connotes the party receiving Confidential
  Information.


      

       

      (b)           All
Confidential Information that the Disclosing Party or any of its Representatives
furnishes to or discusses with the Receiving Party or its Representative, from
the date hereof, shall be kept strictly confidential by the Receiving Party and
its Representatives, provided, however, that such information may be disclosed
to (i) the Receiving Party’s directors and executive officers, employees, and
other Representatives who have the need to know such information for the
purposes of evaluating the acquisition transaction contemplated hereby, as well
as, (ii) to the extent necessary to obtain confirmation of the Plan, parties in
interest in the bankruptcy proceeding, the Bankruptcy Court and United States
Trustee, or (iii) upon request by the Bankruptcy Court or the United States
Trustee.

       

      (c)           Notwithstanding
the foregoing if the Receiving Party or any of its Representatives have been
requested or are required (by oral questions, interrogatories, requests for
information or documents, subpoena, civil investigative demand or similar
process) to disclose any Confidential Information, the Receiving Party will
promptly notify the Disclosing Party of such request(s) so that the Disclosing
Party may seek an appropriate protective order or may waive the Receiving
Party’s compliance with paragraph 7(b) hereof.  The Receiving Party
warrants that it will cooperate fully with the Disclosing Party in seeking any
protective order.  If, in the absence of a protective order or the
receipt of a waiver hereunder, the Receiving Party is, nonetheless, in the
reasonable opinion of its counsel, compelled to disclose Confidential
Information or else stand liable for contempt or suffer other censure or
penalty, it may disclose such information pursuant to such request or
requirement without liability hereunder.

       

      (d)           The
term “Confidential Information” includes all information furnished to the
Receiving Party or its Representatives by the Disclosing Party or its agents and
all analyses, including without limitation information regarding the Disclosing
Party’s business, intellectual properties, technologies, agreements, licenses,
plans, or financial condition, and all compilations, studies, financial
statements or other material prepared by the Receiving Party or its agents
containing or based in whole or in part upon such information furnished to the
Receiving Party or its Representatives by the Disclosing Party; provided,
however, that Confidential Information  but does not include
information which (i) is or becomes generally available to the public other than
as a result of a disclosure by the Receiving Party or its Representatives, (ii)
was available to others on a non-confidential basis prior to its disclosure to
the Receiving Party by the Disclosing Party or its agents, or (iii) becomes
available to the other on a non-confidential basis from a source other than the
Disclosing Party or its agents, provided that such source is not bound by a
confidentiality agreement with the Disclosing Party known to the Receiving Party
or its Representatives.  Buyer hereby agrees that information
regarding its organization, capitalization, management and related information,
to the extent required to be disclosed in the disclosure statement or in any
filings required to be made by Seller with either the Bankruptcy Court or the
Securities and Exchange Commission, shall not be deemed to be “Confidential
Information.”


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        
          	
                   
      

                	
                  8.

                	
                  Bankruptcy
      Provisions: The Plan shall provide for provisions, including, but
      not limited to the following:

                


        

      

      


      (i)
preparation, filing and prosecution of a Plan and Disclosure statement such that
confirmation of the Plan takes place on or before May 15, 2009;

      


      (ii)
cancellation of the existing equity (including, but not limited to, any and all
outstanding common and preferred shares of stock, warrants, and options) of the
Debtor;

      


      (iii)
payment of all allowed claims in accordance with the priorities of the
Bankruptcy Code, including, but not limited to allowed administrative and
priority claims (including interest), and payment of at least [80%] of all
general unsecured claims (without interest);

      


      (iv)
issuance of new common stock of the reorganized Debtor (“NCS”) such that Buyer
receives 90% of the NCS, and current holders of common stock of the Debtor
receive 10% of the NCS, to be issued pro rata to such
shareholders’ current holdings, so long as (i) either all allowed claims have
been paid in full, or (ii) senior impaired classes have otherwise have consented
to such treatment;

      


      (v) Plan
shall go effective no later than the Funding Date;

      


      (vi) Plan
shall include full releases, covenants not to sue and hold harmless provisions
for the Debtor, the estate, its officers, directors, employees, and their
respective professionals, and an indemnification provision for any suits in
relation to the Transaction;

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (vii)
Plan shall include the purchase of any necessary insurance, including, but not
limited to, engaging the tail policy for all current officers and
directors;

      


      (viii)
Debtor and Buyer shall be joint proponents of the Plan.

       

      
        	
                 
      

              	9. 	Court
      Approval: Both parties
      will use best commercially reasonable effortsto get the Plan confirmed.If,
      despite such efforts, the Plan is not confirmed, itwill not be considered
      a breach of this Term Sheet.


      

      


      
        	
                 
      

              	10. 	Board of
      Directors Approval: This Term
      Sheet remains subject toapproval of the Board of Directors of the
      Debtor.


      

       

      
        	
                 
      

              	11.	Governing Law: This
      Term Sheet shall be construed in accordance with, and governed by, the
      laws of the State of Delaware, and the United States BankruptcyCourt,
      District of Delaware, excluding choice of law principles
  thereof.


      

       

      
        	
                 
      

              	12.	Entire
      Agreement: This Term Sheet sets for the entire
      understanding of the parties with respect to the terms contained herein
      and, prior to the filing of the Plan, can be modified only by writing
      executed by both parties, or upon order of the Bankruptcy
  Court.


      

           

       

      Dated:
March 9, 2009

      ARBIOS
ACQUISITION PARTNERS, LLC

      


      


      
        	
                By:

              	
                 /s/ Tom Fagan

              	 
      
	 
      	
                  Tom
      Fagan, Manager

              


      

      


       

      Dated:
March 9, 2009

      ARBIOS
SYSTEMS, INC.

      


      


      
        	
                By:

              	
                /s/Shawn P. Cain

              	 
      
	 
      	
                Shawn
      P. Cain, Interim

              
	 
      	
                Interim
      Chief Executive Officer