Exhibit
      10.2

    


    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY
      APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
      ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS
      COVERING ANY SUCH TRANSACTION, OR SUCH TRANSACTION IS EXEMPT FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS, SUCH COMPLIANCE, AT THE
      OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF
      THE
      WARRANT HOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION, THAT NO
      VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED
      TRANSFER OR ASSIGNMENT.

     

    COMMON
      STOCK PURCHASE WARRANT

    


    ARBIOS
      SYSTEMS, INC.

    


    THIS
      CERTIFIES that for good and valuable consideration received, Immunocept LLC,
      or
      a registered assignee (the “Holder”)
      is
      entitled, upon the terms and subject to the conditions hereinafter set forth,
      to
      acquire from Arbios Systems, Inc., a Delaware corporation (the “Corporation”),
      up to
      225,000 (Two hundred twenty-five thousand) fully paid and nonassessable shares
      of common stock, par value $0.001, of the Corporation (“Warrant
      Stock”)
      at a
      purchase price per share (the “Exercise
      Price”)
      of
      $1.50 (the “Warrant”).

     

    
      	
              1.

            	
              Term
                of Warrant

            


    

     

    Subject
      to the terms and conditions set forth herein, this Warrant shall be exercisable,
      in whole or in part, at any time on or after the date hereof and at or prior
      to
      11:59 p.m., Pacific Standard Time, on March 29th, 2013 (the “Expiration
      Date”).
      

     

    
      	
              2.

            	
              Exercise
                of Warrant.

            


    

     

    The
      purchase rights represented by this Warrant are exercisable by the registered
      Holder hereof, in whole or in part, at any time and from time to time at or
      prior to the Expiration Date by delivery of the following to the office of
      the
      Corporation specified in Section 13:

     

    (a) A
      duly
      executed Notice of Exercise in the form attached hereto;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Payment
      of the Exercise Price for the shares thereby purchased either (i) by cash or
      by
      check or bank draft payable to the order of the Corporation, (ii) by
      cancellation of indebtedness of the Corporation to the Holder hereof, if any,
      at
      the time of exercise in an amount equal to the purchase price of the shares
      thereby purchased, or (iii) by net exercise pursuant to Section 2.1 hereof;
      and

     

    (c) This
      Warrant.

     

    Upon
      the
      exercise of the rights represented by this Warrant, the Holder shall be entitled
      to receive from the Corporation a stock certificate in proper form representing
      the number of shares of Warrant Stock so purchased.

     

    2.1 Net
      Exercise.

     

    Notwithstanding
      any provisions herein to the contrary, in the event of a Change of Control
      the
      Holder may elect, in lieu of exercising this Warrant by payment of cash, to
      receive shares equal to the value (as determined below) of this Warrant (or
      the
      portion hereof being canceled) by surrender of this Warrant at the principal
      office of the Corporation together with the properly endorsed Notice of Exercise
      in which event the Company shall issue to the Holder, upon consummation of
      such
      Change of Control, a number of shares of Warrant Stock computed using the
      following formula:

     

    X
      =
Y
      (A-B)

    A

     

    
      	
            	Where
              X =	
               the
                number of shares of Warrant Stock to be issued to the
                Holder

            


    

     

    
      	 	
              Y
                =

            	
              the
                number of shares of Warrant Stock purchasable under the Warrant or,
                if
                only a portion of the Warrant is being exercised, the portion of
                the
                Warrant being canceled (at the date of such
                calculation)

            


    

     

    
      	 	
              A
                =

            	
              the
                fair market value of one share of the Corporation’s Warrant Stock (at the
                date of such calculation)

            


    

     

    
      	 	
              B
                =

            	
              Exercise
                Price (as adjusted to the date of such
                calculation)

            


    

     

    For
      purposes of the above calculation, the fair market value of one share of Warrant
      Stock shall be the
      value
      received in such Change of Control by the holders of the securities as to which
      purchase rights under this Warrant exist.
      

     

    
      	
              3.

            	
              Issuance
                of Shares; No Fractional Shares of
                Scrip.

            


    

     

    Certificates
      for shares purchased hereunder shall be delivered to the Holder hereof by the
      Corporation's transfer agent at the Corporation's expense within a reasonable
      time after the date on which this Warrant shall have been exercised in
      accordance with the terms hereof. Each certificate so delivered shall be in
      such
      denominations as may be requested by the Holder hereof and shall be registered
      in the name of such Holder or, subject to applicable laws, such other name
      as
      shall be requested by the Holder. If, upon exercise of this Warrant, fewer
      than
      all of the shares of Warrant Stock evidenced by this Warrant are purchased
      prior
      to the Expiration Date, one or more new warrants substantially in the form
      of,
      and on the terms in, this Warrant will be issued for the remaining number of
      shares of Warrant Stock not purchased upon exercise of this Warrant. The
      Corporation hereby represents and warrants that all shares of Warrant Stock
      which may be issued upon the exercise of this Warrant will, upon such exercise,
      be duly and validly authorized and issued, fully paid and nonassessable and
      free
      from all taxes, liens and charges in respect of the issuance thereof (other
      than
      liens or charges created by or imposed upon the Holder of the Warrant Stock).
      The Corporation agrees that the shares so issued shall be and will be deemed
      to
      be issued to such Holder as the record owner of such shares as of the close
      of
      business on the date on which this Warrant shall have been surrendered for
      exercise in accordance with the terms hereof. No fractional shares or scrip
      representing fractional shares shall be issued upon the exercise of this
      Warrant. With respect to any fraction of a share called for upon the exercise
      of
      this Warrant, an amount equal to such fraction multiplied by the then current
      price at which each share may be purchased hereunder shall be paid in cash
      to
      the Holder of this Warrant.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              Charges,
                Taxes and Expenses.

            


    

     

    Issuance
      of certificates for shares of Warrant Stock upon the exercise of this Warrant
      shall be made without charge to the Holder hereof for any issue or transfer
      tax
      or other incidental expense in respect of the issuance of such certificate,
      all
      of which taxes and expenses shall be paid by the Corporation, and such
      certificates shall be issued in the name of the Holder of this Warrant or in
      such name or names as may be directed by the Holder of this Warrant; provided,
      however, that in the event certificates for shares of Warrant Stock are to
      be
      issued in a name other than the name of the Holder of this Warrant, this Warrant
      when surrendered for exercise shall be accompanied by an Assignment Form to
      be
      provided by the Corporation duly executed by the Holder hereof.

     

    
      	
              5.

            	
              No
                Rights as Stockholders.

            


    

     

    This
      Warrant does not entitle the Holder hereof to any voting rights or other rights
      as a stockholder of the Corporation prior to the exercise hereof.

     

    
      	
              6.

            	
              Exchange
                and Registry of Warrant.

            


    

     

    This
      Warrant is exchangeable, upon the surrender hereof by the registered Holder
      at
      the above mentioned office or agency of the Corporation, for a new Warrant
      of
      like tenor and dated as of such exchange. The Corporation shall maintain at
      the
      above-mentioned office or agency a registry showing the name and address of
      the
      registered Holder of this Warrant. This Warrant may be surrendered for exchange,
      transfer or exercise, in accordance with its terms, at such office or agency
      of
      the Corporation, and the Corporation shall be entitled to rely in all respects,
      prior to written notice to the contrary, upon such registry.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              Loss,
                Theft, Destruction or Mutilation of
                Warrant.

            


    

     

    Upon
      receipt by the Corporation of evidence reasonably satisfactory to it of the
      loss, theft, destruction or mutilation of this Warrant and in case of loss,
      theft or destruction of indemnity or security reasonably satisfactory to it,
      and
      upon reimbursement to the Corporation of all reasonable expenses incidental
      thereto, and upon surrender and cancellation of this Warrant, if mutilated,
      the
      Corporation will make and deliver a new Warrant of like tenor and dated as
      of
      such cancellation, in lieu of this Warrant.

     

    
      	
              8.

            	
              Saturdays,
                Sundays and Holidays.

            


    

     

    If
      the
      last or appointed day for the taking of any action or the expiration of any
      right required or granted herein shall be a Saturday
      or a Sunday or that is a legal holiday, then such action may be taken or such
      right may be exercised on the next succeeding
      day not a Saturday, Sunday or legal holiday.

     

    
      	
              9.

            	
              Merger,
                Sale of Assets, Etc.

            


    

     

    If
      at any
      time prior to the Expiration Date the Corporation proposes to effect an
      acquisition of the Corporation by another entity by means of any transaction
      or
      series of related transactions (including, without limitation, any
      reorganization, merger or consolidation) that results in the transfer of 50%
      or
      more of the outstanding voting power of the Corporation or sell or convey all
      or
      substantially all of the Corporation’s assets to any other entity (each, a
“Change of Control”), then, as a condition of such Change of Control, the
      Corporation or its
      successor, as the case may be, shall enter into a supplemental
      agreement to make lawful and adequate provision whereby the Holder shall have
      the right to receive, upon exercise of the Warrant, the kind and amount of
      equity securities which would have been received upon such Change of Control
      by
      a Holder of a number of shares of common stock equal to the number of shares
      issuable upon exercise of the Warrant immediately prior to such Change of
      Control. If the property to be received upon such Change of Control is not
      equity securities, or in the event of an initial public offering of securities
      of the Corporation registered under the Act (whether or not such public offering
      would be deemed a Change of Control), the Corporation shall give the Holder
      of
      this Warrant twenty (20) business days prior written notice of the proposed
      effective date of such transaction, and if this Warrant has not been exercised
      by or on the effective date of such transaction, it shall terminate.
      Notwithstanding the foregoing, in the event of a public offering or Change
      of
      Control, the Holder shall have the right to deliver a Notice of Exercise to
      the
      Corporation conditioned upon consummation of such public offering or Change
      of
      Control transaction (a “Conditional Notice”). In the event of a Conditional
      Notice, this Warrant shall be exercised only in the event such transaction
      is
      consummated, and shall be deemed so exercised immediately prior to the
      consummation of such public offering or Change of Control transaction (but
      after
      giving effect to any adjustment to the Exercise Price).


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              Subdivision,
                Combination, Reclassification, Conversion,
                Etc.

            


    

     

    If
      the
      Corporation at any time shall by subdivision, combination, reclassification
      of
      securities or otherwise, change the Warrant Stock into the same or a different
      number of securities of any class or classes, this Warrant shall thereafter
      entitle the Holder to acquire such number and kind of securities as would have
      been issuable in respect of the Warrant Stock (or other securities which were
      subject to the purchase rights under this Warrant immediately prior to such
      subdivision, combination, reclassification or other change) as the result of
      such change if this Warrant had been exercised in full for cash immediately
      prior to such change. The Exercise Price hereunder shall be adjusted if and
      to
      the extent necessary to reflect such change. If the Warrant Stock or other
      securities issuable upon exercise hereof are subdivided or combined into a
      greater or smaller number of shares of such security, the number of shares
      issuable hereunder shall be proportionately increased or decreased, as the
      case
      may be, and the Exercise Price shall be proportionately reduced or increased,
      as
      the case may be, in both cases according to the ratio which the total number
      of
      shares of such security to be outstanding immediately after such event bears
      to
      the total number of shares of such security outstanding immediately prior to
      such event. The Corporation shall give the Holder prompt written notice of
      any
      change in the type of securities issuable hereunder, any adjustment of the
      Exercise Price for the securities issuable hereunder, and any increase or
      decrease in the number of shares issuable hereunder.

     

    
      	
              11.

            	
              Transferability; Compliance
                with Securities Laws.

            


    

     

    (a) This
      Warrant may not be transferred or assigned in whole or in part without
      compliance with all applicable federal and state securities laws by the
      transferor and transferee (including the delivery of investment representation
      letters and legal opinions reasonably satisfactory to the Corporation, if
      requested by the Corporation). Subject to such restrictions, prior to the
      Expiration Date, this Warrant and all rights hereunder are transferable by
      the
      Holder hereof, in whole or in part, at the office or agency of the Corporation
      referred to in Section 2 hereof. Any such transfer shall be made in person
      or by
      the Holder's duly authorized attorney, upon surrender of this Warrant together
      with the Assignment Form attached hereto properly endorsed.

     

    (b) The
      Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
      and
      the Warrant Stock issuable upon exercise hereof are being acquired solely for
      the Holder's own account and not as a nominee for any other party, and for
      investment, and that the Holder will not offer, sell or otherwise dispose of
      this Warrant or any shares of Warrant Stock to be issued upon exercise hereof
      except under circumstances that will not result in a violation of the Act,
      or
      any state securities laws. Upon exercise of this Warrant, the Holder shall,
      if
      requested by the Corporation, confirm in writing, in a form satisfactory to
      the
      Corporation, that the shares of Warrant Stock so purchased are being acquired
      solely for Holder's own account and not as a nominee for any other party, for
      investment, and not with a view toward distribution or resale.

     

    (c) The
      Holder understands that the Warrant Stock has not been registered under the
      Act
      on the basis that no distribution or public offering of the stock of the
      Corporation is to be effected. The Holder realizes that the basis for the
      exemption may not be present if, notwithstanding its representations, the Holder
      has a present intention of acquiring the securities for a fixed or determinable
      period in the future, selling (in connection with a distribution or otherwise),
      granting any participation in, or otherwise distributing the securities. The
      Holder has no such present intention.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (d) Notwithstanding
      the foregoing, no registration statement, no-action letter or opinion of counsel
      shall be necessary for a transfer, pledge or grant of security interest by
      a
      holder of a Warrant (or securities issuable upon exercise thereof) (i) to a
      fund, partnership, limited liability company, trust, or other entity that is
      an
      affiliate of such holder, (ii) to a partner or member (or retired partner or
      member) of such transferring holder, or to the estate of any such partner or
      member (or retired partner or member), (iii) to holder’s spouse, siblings,
      lineal descendants or ancestors by gift, will or intestate succession or (iv)
      in
      compliance with Rule 144(k) (or any successor provision) of the Act so long
      as
      the Corporation is furnished with satisfactory evidence of compliance with
      such
      rule; provided, however, that, in the case of (i), (ii) or (iii), the transferee
      agrees in writing to be subject to the terms of this Warrant to the same extent
      as if he or she were an original holder hereunder. 

     

    (e) Each
      certificate representing the Warrant Stock or other securities issued in respect
      of the Warrant Stock upon any stock split, stock dividend, recapitalization,
      merger, consolidation or similar event, shall be stamped or otherwise imprinted
      with a legend substantially in the following form (in addition to any legend
      required under applicable securities laws):

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR
      SALE, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR UNLESS THE SALE OR TRANSFER
      IS
      EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID
      ACT.

     

    
      	
              12.

            	
              Representations
                and Warranties.

            


    

     

    The
      Corporation hereby represents and warrants to the Holder hereof
      that:

     

    (a) during
      the period that this Warrant is outstanding, the Corporation will reserve from
      its authorized and unissued common stock a sufficient number of shares to
      provide for the issuance of Warrant Stock upon the exercise of this
      Warrant;

     

    (b) the
      issuance of this Warrant shall constitute full authority to the Corporation's
      officers who are charged with the duty of executing stock certificates to
      execute and issue the necessary certificates for the shares of Warrant Stock
      issuable upon exercise of this Warrant;

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (c) the
      Corporation has all requisite legal and corporate power to execute and deliver
      this Warrant, to sell and issue the Warrant Stock hereunder, and to carry out
      and perform its obligations under the terms of this Warrant; 

     

    (d) all
      corporate action on the part of the Corporation, its directors and stockholders
      necessary for the authorization, execution, delivery and performance of this
      Warrant by the Corporation, the authorization, sale, issuance and delivery
      of
      the Warrant Stock, the grant of registration rights as provided herein and
      the
      performance of the Corporation's obligations hereunder has been
      taken;

     

    (e) the
      Warrant Stock, when issued in compliance with the provisions of this Warrant
      and
      the Corporation's Certificate of Incorporation (as they may be amended from
      time
      to time), will be validly issued, fully paid and nonassessable, and free of
      all
      taxes, liens or encumbrances with respect to the issue thereof, and will be
      issued in compliance with all applicable federal and state securities laws;
      

     

    (f) the
      issuance of the Warrant Stock will not be subject to any preemptive rights,
      rights of first refusal or similar rights;

     

    (g) Except
      and to the extent as waived or consented to by the Holder, the Corporation
      will
      not, by amendment of its Articles of Incorporation or through any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms to be observed or performed
      hereunder by the Corporation, but will at all times in good faith assist in
      the
      carrying out of all the provisions of this Warrant and in the taking of all
      such
      action as may be necessary or appropriate in order to protect the exercise
      rights of the Holder against impairment; and

     

    (h) In
      the
      event of any taking by the Corporation of a record of the holders of any class
      of securities for the purpose of determining the holders thereof who are
      entitled to receive any dividend (other than a cash dividend which is the same
      as cash dividends paid in previous quarters) or other distribution, the Company
      shall mail to the Holder, at least ten (10) days prior to the date the
      Corporation plans to take a record of any class of securities for the purpose
      of
      determining the holders thereof who are entitled to receive any dividend, a
      notice specifying the date on which any such record is to be taken for the
      purpose of such dividend or distribution.

     

    
      	
              13.

            	
              Notices.

            


    

     

    All
      notices required or permitted hereunder shall be in writing and shall be deemed
      effectively given: (a) upon personal delivery to the party to be notified,
      (b)
      when sent by confirmed facsimile if sent during normal business hours of the
      recipient, if not, then on the next business day, (c) five (5) days after having
      been sent by registered or certified mail, return receipt requested, postage
      prepaid, or (d) one (1) business day after deposit with a nationally recognized
      overnight courier, specifying next day delivery, with written verification
      of
      receipt. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    All
      communications to the Corporation shall be sent to the following
      address:

     

    Arbios
      Systems, Inc.

    1050
      Winter Street, Suite 1000

    Waltham,
      MA 02451

    Facsimile:
      1-781-839-7294

    Attn:
      President

    


    and
      all
      communications to the Holder shall be sent to the following
      address:

     

    Immunocept
      LLC

    6530
      Clearhaven Circle

    Dallas,
      TX 75248

    Attn:
      James R. Matson, MD

    


    or
      such
      other address as the Corporation or Holder may designate by ten (10) days
      advance written notice to the other parties hereto.

     

    
      	
              14.

            	
              Governing
                Law.

            


    

     

    This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of New York.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by
      its
      duly authorized officers.

     

    
      Dated:
        March 29, 2007

       

    

    
      	ARBIOS
              SYSTEMS, INC.	 	 	 
	 	
               

               

            	 	 	 
	By:	/s/
              Walter
              Ogier	 	 	
            
	 	
              

              Walter
                C. Ogier

            	 	 	
            
	 	
              President
                and Chief Executive Officer

            	 	 	
            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    NOTICE
      OF EXERCISE

    


    To: Arbios
      Systems, Inc.

     

    (1) □ The
      undersigned hereby elects to purchase _______ shares of common stock of Arbios
      Systems, Inc. pursuant to the terms of the attached Warrant and tenders herewith
      payment of the exercise price in full, together with all applicable transfer
      taxes, if any.

    


    □ The
      undersigned hereby elects to purchase _______ shares of common stock of Arbios
      Systems, Inc. pursuant to the terms of the net exercise provisions set forth
      in
      Section 2.1 of the attached Warrant, and shall tender payment of all applicable
      transfer taxes, if any.

    


    (2) Please
      issue a certificate or certificates representing said shares of common stock
      in
      the name of the undersigned or in such other name as is specified
      below:

    


    ______________________________________

    (Name)

    
 

    ______________________________________

    (Address)

    


    (3) The
      undersigned represents that (i) the aforesaid shares of common stock are being
      acquired for the account of the undersigned for investment and not with a view
      to, or for resale in connection with, the distribution thereof and that the
      undersigned has no present intention of distributing or reselling such shares;
      (ii) the undersigned is experienced in making investments of this type and
      has
      such knowledge and background in financial and business matters that the
      undersigned is capable of evaluating the merits and risks of this investment
      and
      protecting the undersigned’s own interests; and (iii) the undersigned
      understands that the shares of common stock issuable upon exercise of this
      Warrant have not been registered under the Securities Act of 1933, as amended
      (the “Securities Act”), by reason of a specific exemption from the registration
      provisions of the Securities Act, which exemption depends upon, among other
      things, the bona fide nature of the investment intent as expressed herein,
      and,
      because such securities have not been registered under the Securities Act,
      they
      must be held indefinitely unless subsequently registered under the Securities
      Act or an exemption from such registration is available.

    


    Date:__________________________

    


    


    ______________________________

    (Signature)

     

    
      
        
        

      

      
        10