EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (Agreement) is made effective as of July 31, 2002, between Synthetic Blood International, Inc., a New Jersey corporation (hereinafter sometimes referred to as SBI or the Corporation) and Robert Nicora (Employee).

1. TERM OF EMPLOYMENT. SBI hereby employs Employee and Employee hereby accepts employment with SBI for the period beginning on August 1, 2002 and ending on July 31, 2003; thereafter, this Agreement and Employees employment hereunder shall be automatically renewed on a one-year basis unless canceled or renegotiated. As used herein, the phrase Employment Term refers to the entire period of employment of Employee by SBI hereunder, whether for the period provided above, or whether terminated earlier as hereinafter provided, or extended either by operation of this paragraph or by mutual agreement of SBI and Employee. In the event SBI wishes to cancel this agreement as of July 31, 2005, or at the end of any annual renewal period thereafter, it shall give 60 days prior written notice to Employee.

2. DUTIES OF EMPLOYEE.

2.1 General Duties. Employee shall serve as a member of the Board of Directors, President and Chief Executive Officer of SBI.

2.2 Specific Duties. Employees responsibilities shall be to act as the Chief Executive Officer of the Corporation with overall responsibility for all of the day to day activities of the Corporation. Subject to election by the SBI shareholders, Employee shall serve as a member of the Board of Directors of SBI. Employee shall have the duties and responsibilities customarily held or assigned to a Chief Executive Officer, including without limitation overall responsibility for corporate finance, public relations, developing and maintaining relationship with joint venture partners and contacts important to SBIs business, and overseeing all marketing and product development functions.

2.3 Devotion of Time to SBIs Business. Employee shall devote whatever time, ability and attention to the business of SBI during the term of this Agreement as is reasonably required to fulfill his responsibilities, provided however, he shall be required to devote his full-time.

2.4 Uniqueness of Employees Services. Employee hereby agrees the services to be performed by him under the terms of this Agreement are of special, unique, unusual, extraordinary, and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by monetary damages in an action at law. Employee therefore expressly agrees that SBI, in addition to any other rights or remedies which SBI may possess, shall be entitled to injunctive and other equitable relief to prevent a breach of this Agreement by Employee.

2.5 Loyal and Conscientious Performance of Duties. Employee agrees, to the best of his ability and experience, he will at all times loyally and conscientiously perform all of the duties and obligations either expressly or implicitly required of him by the terms of this Agreement.

3. COMPENSATION OF EMPLOYEE.

3.1 Base Salary. As compensation for services hereunder, SBI shall pay Employee a base annual salary of $180,000.00, payable monthly during the term hereof, for the period August 1, 2002 to July 31, 2003. Employee shall receive a base salary of no less than $189,000.00, payable monthly, for the period August 1, 2003 to July 31, 2004; and no less than $198,450 for the period August 1, 2004 to July 31, 2005.

3.2 Additional Compensation.

(a) Bonuses

(1) Annual Bonus. Employee shall be eligible for a cash bonus payable at years end starting December 31, 2003, in an amount of maximum of 100% annual salary and based on per-cent achievement of employers annual goals and milestones. These milestones shall be set in January of each year.

(b) Compensation Review. The Board of Directors may from time to time review the compensation of Employee based upon all relevant facts and may increase (but not decrease) said compensation in the discretion of the Board. Additional compensation to be awarded to Employee may be in the form of cash, stock options or other consideration deemed appropriate by the Board.

3.3 Vacation Pay. Employee shall be entitled to vacation time and pay of four weeks per year for each year during the term of this agreement. Time or times for such vacation shall be proposed by Employee and approved in advance by SBI.

3.4 Paid Sick Leave. Employee shall be entitled to such sick leave time and pay in accordance with the then prevailing policies of Employer.

4. EMPLOYEE BENEFITS.

4.1 Use of Automobile. SBI shall pay all expenses of one automobile to be used in part by Employee in the course of his employment, up to the cost of Five Hundred Dollars ($500.00) per month during the term hereof, and shall procure and maintain an automobile liability insurance policy on the automobile, with coverage of Employee and SBI, in amounts determined by the Board of Directors.

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