LICENSE AGREEMENT







THIS  AGREEMENT made and effective as of the date of last  signing

(herein  the  "Effective  Date") by and  between  SYNTHETIC  BLOOD

INTERNATIONAL, INC., having a principal place of business at  3189

Airway  Avenue,  Building  C, Costa Mesa,  CA  92626  (hereinafter

"Company"),   and  CHILDREN'S  HOSPITAL  RESEARCH  FOUNDATION   an

operating   division   of  Children's  Hospital   Medical   Center

(hereinafter "CHRF"), having a principal place of business at 3333

Burnet Avenue, Cincinnati, Ohio 452293039, USA.



INTRODUCTION



1.   WHEREAS, CHRF has developed and is continuing research in the

     area  of  Technology, as  defined in Article  1.  1  of  this

     Agreement, and



2.    WHEREAS, Company desires to obtain certain rights in and  to

the  Technology; and



3.   WHEREAS, Company has represented to CHRF, to induce  CHRF  to

     enter  into  this  Agreement, that Company  has  the  desire,

     expertise      and knowledge to develop, produce, market  and

     sell Products and/or to us Processes and that it shall commit

     itself  to  a  thorough,  vigorous and  diligent  program  of

     exploratory the Technology such that public utilization shall

     result therefrom; and



4.   WHEREAS,  Company and CHRF mutually desire  to  formalize  an

     agreement  which  delineates  their  respective  rights   and

     obligations with respect to the Technology, and



5.   WHEREAS, CHRF is the lawful owner of the Technology and Know-

     how  and  has  the  right to grant the  license  as  provided

     herein.



NOW,  THEREFORE,  in  consideration of the  mutual  covenants  and

promises  contained in this Agreement and other good and  valuable

consideration, CHRF and Company agree as follows:



                      ARTICLE 1 - DEFINITIONS



In  the  terms defined and used herein, the singular shall include

the  plural  and vice versa. Terms in this Agreement  (other  than

names  of  parties and Article headings) which are  set  forth  in

upper case letters have the meanings established for such terms in

the succeeding paragraphs of this Article 1.



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1.1  "Affiliate" means any company, corporation or business  which

     is  at least fifty percent owned or controlled by Company, or

     which owns or controls at least fifty percent of Company,  or

     which  together with Company is commonly owned or  controlled

     by  a third party who owns or controls at least fifty percent

     of each



1.2  "Effective  Date" of this Agreement means the  date  of  last

     signing.



1.3   "Field"  means the continuous monitoring  of  blood  glucose

levels in diabetes.



1.4  "Government" means the United States Government.



1.5  "Know-how"  means the data and information  embodied  in  the

     Technology.



1.6  "Improvement"  means  any  modification  of  Product   and/or

     Process made within the Term of this Agreement in the  course

     of research supported by Company hereunder.



1.7  "Patents" means any and all patent applications filed in  any

     country  of  the world by or on behalf of CHRF  claiming  the

     Technology  and/or  any  patents maturing  from  such  patent

     applications,  specifically including United  States  Patents

     No.  4,458,686 entitled "Cutaneous Methods of Measuring  Body

     Substances"  and  No.  4,680,268 and  divisional  patent  No.

     4,721,677 both entitled "Implantable Gas-Containing Biosensor

     and  Method  for  Measuring an Analyte Such as  Glucose"  and

     corresponding  foreign patents No. 0215678 for the  countries

     of  Austria,  Belgium, Switzerland, France,  United  Kingdom,

     Italy;  No. 1,284,454 for Canada; No. P3687871.5 for  Germany

     and  No.  2638593  for  Japan,  Luxembourg,  Netherlands  and

     Sweden.



1.8  "Process"   means  any  and  all  processes   embodying   the

     Technology, Know-how and/or the Patents.



1.9  "Product"   means   any  and  all  products   embodying   the

     Technology, Know-how and/or the Patents.



1.10 "Technology" means Implantable glucose biosensor of  CHRF  as

     described   and  claimed  in  the  Patents;  and  Improvement

     thereto.



1.11 "Term"  means the period beginning on the Effective Date  and

     extending to the expiration of the last to expire Patent,  or

     for Fifteen (15) years, whichever is longer.



1.12 "Territory" means the world.



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                        ARTICLE 2 - LICENSE



2.1  CHRF  hereby  grants  and  agrees  to  grant  to  Company  an

     exclusive, license within the  Territory, only in the  Field,

     to  make, have made, use, distribute and market Products  and

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