SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

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Check the appropriate box:

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(as permitted by Rule 14a-6(e)(2))

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[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

HUMAN BIOSYSTEMS
(Name of Registrant as Specified In Its Charter)

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=====================================================================

HUMAN BIOSYSTEMS
1127 Harker Avenue
Palo Alto, California 94301

August 18, 2003

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders (the
"Annual Meeting") of Human BioSystems, which will be held at the Capital Club
Athletics, 196 North Third Street, San Jose, California 95113, on September 26,
2003, at 3:00 p.m.

Details of the business to be conducted at the Annual Meeting are given in the
attached Notice of Annual Meeting and Proxy Statement.

If you do not plan to attend the Annual Meeting, please complete, sign, date and
return the enclosed proxy promptly in the accompanying reply envelope. If you
decide to attend the Annual Meeting and wish to change your proxy vote, you may
do so automatically by voting at the Annual Meeting.

We look forward to seeing you at the Annual Meeting.

/s/Harry Masuda
Chief Executive Officer

Palo Alto, California

HUMAN BIOSYSTEMS
1127 Harker Avenue
Palo Alto, California 94301

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held September 26, 2003

The Annual Meeting of Shareholders (the "Annual Meeting") of Human BioSystems, a
California corporation, will be held at the Capital Club Athletics, 196 North
Third Street, San Jose, California 95113, on September 26, 2003, at 3:00 p.m.
for the following purposes:

1. To elect three members of our Board of Directors for the term set forth
in the accompanying Proxy Statement and until their successors have been elected
and qualified;

2. To approve an amendment to our 2001 Stock Option Plan to increase the
number of shares of common stock reserved for issuance under the 2001 Stock
Option Plan;

3. To approve an amendment to our Articles of Incorporation to increase the
number of authorized shares of common stock from 45,000,000 to 145,000,000;

4. To ratify the selection of L.L. Bradford & Company, LLC as our
independent auditors for the year ending December 31, 2003; and

5. To transact such other business as may properly come before the Annual
Meeting and any adjournments or postponements.

The items of business set forth above are more fully described in the Proxy
Statement accompanying this Notice. Pursuant to our Bylaws, we have fixed the
time and date for the determination of shareholders entitled to notice of and to
vote at the Annual Meeting as the close of business on August 15, 2003.
Accordingly, only shareholders of record on such date and at such time will be
entitled to vote at the Annual Meeting, notwithstanding any transfer of stock on
our books thereafter.

Whether or not you expect to attend the Annual Meeting, please complete,
sign, date and return the enclosed proxy promptly in the accompanying reply
envelope. If you decide to attend the Annual Meeting and wish to change your
proxy vote, you may do so automatically by voting in person at the Annual
Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Paul Okimoto
Chairman of the Board of Directors

/s/ Harry Masuda
Chief Executive Officer
Palo Alto, California
August 18, 2003

HUMAN BIOSYSTEMS
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS

These proxy materials are furnished in connection with the solicitation of
proxies by the Board of Directors of Human BioSystems, a California corporation,
for the Annual Meeting of Shareholders (the "Annual Meeting") to be held at the
Capital Club Athletics, 196 North Third Street, San Jose, California 95113, on
September 26, 2003, at 3:00 p.m. and any adjournments or postponements thereof.
This Proxy Statement, our Annual Report for the year ended December 31, 2002,
and the accompanying proxy card were first mailed to shareholders on or about
August 29, 2003

PURPOSE OF MEETING

The specific proposals to be considered and acted upon at the Annual Meeting are
summarized in the accompanying Notice of Annual Meeting of Shareholders. Each
proposal is described in more detail in this Proxy Statement.

VOTING RIGHTS AND SOLICITATION

VOTING

Our common stock is the only type of security entitled to vote at the Annual
Meeting. On August 15, 2003, the record date for determination of shareholders
entitled to vote at the Annual Meeting, there were 28,272,271 shares of our
common stock outstanding. Each shareholder of record on the record date is
entitled to one vote for each share of common stock held by such shareholder on
that date.

A majority of the outstanding shares of common stock entitled to vote must be
present or represented by proxy at the Annual Meeting in order to have a quorum.
Abstentions and broker non-votes are counted as present for the purpose of
determining the presence of a quorum for the transaction of business.

Our shareholders have cumulative voting rights when voting on the election of
directors provided that the names of the candidates for whom the cumulative
votes would be cast have been placed in nomination prior to the voting and that
the shareholder has given notice at the meeting, prior to the voting, of the
shareholder's intention to cumulate his or her votes. If any one shareholder has
given such notice, all shareholders may cumulate their votes for the election of
directors. Cumulative voting means that each shareholder is entitled to the
number of votes that is equal to the number of shares that he or she owns
multiplied by the number of directors to be elected. Each shareholder may cast
all of the resulting votes for a single director, or may distribute them among
the directors to be elected at the shareholder's discretion. The three nominees
receiving the most votes will be elected. The proxies solicited by the Board of
Directors confer discretionary authority on the proxy holders to cumulate votes
to elect the nominees listed in this Proxy Statement. The proxy holders may
cumulate votes to elect one or several directors as may be necessary to elect
the maximum number of nominees.

Proposals 2 through 5 each require the approval of the affirmative vote of a
majority of the outstanding voting shares present or represented and entitled to
vote at the Annual Meeting.

PROXIES

Whether or not you are able to attend the Annual Meeting, you are urged to vote
your proxy, which is solicited by our Board of Directors and which will be voted
as you direct on your proxy when properly completed. In the event no directions
are specified, such proxies will be voted FOR the nominees for the Board of
Directors (Proposal 1), FOR Proposals 2 though 4 and, in the discretion of the
proxy holders, as to other matters that may properly come before the Annual
Meeting. You may revoke or change your proxy at any time before the Annual
Meeting. To do this, send a written notice of revocation or another signed proxy
with a later date to the Secretary at our principal executive offices, located
at 1127 Harker Avenue, Palo Alto, California 94301, before the beginning of the
Annual Meeting. You may also revoke your proxy by attending the Annual Meeting
and voting in person.

SOLICITATION OF PROXIES

We will bear the entire cost of solicitation, including the preparation,
assembly, printing, and mailing of this Proxy Statement, the proxy, and any
additional solicitation material furnished to shareholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others,
so that they may forward this solicitation material to such beneficial owners.
The original solicitation of proxies by mail may be supplemented by a
solicitation by telephone, telegram, or other means by our directors, officers,
or employees. Except as described above, we do not presently intend to solicit
proxies other than by mail.

_____________________________________________________________________________
PROPOSAL NO. 1

ELECTION OF DIRECTORS
______________________________________________________________________________

GENERAL

The names of the three persons who are nominees for director and their positions
with us are set forth in the table below.

Our Articles of Incorporation, as amended, and Bylaws provide that the number of
directors shall be no less than three, and no more than five, the precise number
to be determined from time to time by the Board of Directors. The Board of
Directors is currently comprised of three members. The directors to be elected
at the Annual Meeting are to be elected to hold office until the next Annual
Meeting of Shareholders or until the election of their respective successors.
All proxies received by the Board of Directors will be voted for the election of
the nominees listed below if no direction to the contrary is given. In the event
that any nominee is unable or declines to serve, an event that is not
anticipated, the proxies will be voted for the election of any nominee who may
be designated by the Board of Directors.

The information set forth below is submitted with respect to the nominees to the
Board of Directors for whom it is intended that proxies will be voted.

NAME AGE POSITION(S)
- ----------------------------------------

Paul Okimoto 68 Chairman of the Board of Directors,
Vice President and Secretary

Harry Masuda 59 Chief Executive Officer and Director

George Tsukuda 59 Director

BIOGRAPHICAL INFORMATION WITH RESPECT TO DIRECTOR NOMINEES

PAUL OKIMOTO joined us in February 1998 as Executive Vice President and a
Director and became our Secretary in 2002. Mr. Okimoto served as President of
Sanhill Systems, a medical device company from 1991 to January 1998.

HARRY MASUDA joined us in February 1998 as our Chief Executive Officer,
President, and a Director. Mr. Masuda is the former president of several high
tech companies including Piiceon, Inc., a manufacturer of computer peripheral
products for microcomputers. Mr. Masuda also founded HK Microwave, a
manufacturer of high frequency phase locked oscillators used in cellular
telephone base stations, later acquired by Dynatech Corporation. Mr. Masuda
received his BSEE and MSEE from San Jose State University. From October 1997 to
February 1998, Mr. Masuda was a business consultant, and he served as President
of International Web Exchange from July 1995 to October 1997. Mr. Masuda
recently became the subject of securities fraud charges - see "PROPOSAL NO. 1 -
Indemnification".

GEORGE TSUKUDA became a member of our Board of Directors in February 1998. Mr.
Tsukuda was self-employed as a psychotherapist from 1987 to September 1996,
working primarily with children doing play therapy. After terminating his
practice, he worked full-time on completing his doctoral dissertation in
clinical social work through Smith College School of Social Work in
Northhampton, Massachusetts. Mr. Tsukuda received his Ph.D. in August of 1998.
Mr. Tsukuda has also been a freelance writer since August 1998.

BOARD MEETINGS AND COMMITTEES

The Board of Directors did not meet during 2002, but acted by unanimous written
consent 6 times.

COMMITTEES OF THE BOARD OF DIRECTORS

We do not currently have an Audit Committee, Compensation Committee or any other
committee of the Board of Directors.

DIRECTORS' COMPENSATION

Generally, directors who are also our employees receive no additional
compensation for serving on the Board. We reimburse non-employee directors for
all travel and other expenses incurred in connection with attending meetings of
the Board of Directors. However, in August 2002, we granted options to purchase
50,000 shares of our common stock to each of our directors at an exercise price
of $0.34 per share (the fair market value of a share of our common stock on the
date of grant).

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

We did not have a Compensation Committee or any other committee of the Board of
Directors performing similar functions during the year ended December 31, 2002.
Mr. Harry Masuda, our Chief Executive Officer, participated in deliberations of
the Board of Directors relating to his compensation.

SECTION 16(A) BENEFICIAL REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
officers and directors, and persons who own more than ten percent of a class of
our capital stock, to file reports of ownership and changes in their ownership
with the Securities and Exchange Commission. These persons are required to
furnish us with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms received by us, we believe
that during the year ended December 31, 2002, George Tsukuda and Meiswinkel
Investment Group, LP failed to timely file required Section 16(a) forms.

INDEMNIFICATION

We have entered into indemnification agreements with our directors and executive
officers. These agreements provide, in general, that we will indemnify and hold
harmless such directors and executive officers against all expenses and
liabilities, including attorneys' fees, reasonably incurred by or imposed on
them in connection with any proceeding to which they are made a party as a
result of their having been such directors or executive officers.

On August 7, 2002, the United States Attorney for the Eastern District of New
York indicted Harry Masuda, our Chief Executive Officer, for securities fraud
and conspiracy, and the Securities and Exchange Commission announced that they
were bringing securities fraud charges against Mr. Masuda and us, for allegedly
paying an unregistered broker an undisclosed commission in a 1999-2000 private
placement. The allegations generally charge Mr. Masuda and us with the failure
to adequately disclose to investors in this private placement a commission
agreement with Larry Bryant, an unlicensed broker-dealer. Remedies sought in
these proceedings include criminal penalties and Mr. Masuda's bar from service
as an officer or director of a publicly-traded company. Although we believe that
the charges are unwarranted, and that the issues involved in this matter were
resolved over two years ago to the full satisfaction of all investors, there can
be no assurance that Mr. Masuda will be able to continue to serve as our Chief
Executive Officer in the event that the Securities and Exchange Commission
receives the remedies that it seeks. We have filed motions to change the venue
for these proceedings from New York to Northern California. As of August 1,
2003, there has been no further action or progress made in the resolution of
these matters. We anticipate that Mr. Masuda may request indemnification from
us in these matters; however, no such request has been made to date.

Other than the foregoing matter, at the present time there is no pending
litigation or proceeding involving a director, officer, employee or other agent
of ours in which indemnification could be required or permitted, and we are not
aware of any threatened litigation or proceeding which may result in a claim for
indemnification by us.

SHAREHOLDER APPROVAL

The three director nominees that receive the highest number of affirmative votes
shall be elected to our Board of Directors.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors recommends a vote FOR all three nominees listed herein.
We will vote your shares as you specify on the enclosed proxy. If you do not
specify how you want your shares voted, we will vote them FOR the election of
all the nominees listed above. If unforeseen circumstances (such as death or
disability) make it necessary for the Board of Directors to substitute another
person for any of the nominees, we will vote your shares FOR that other person.
The Board of Directors does not presently anticipate that any nominee will be
unable to serve. If a shareholder present at the annual meeting properly
requests cumulative voting for the directors, we may vote shares for which we
hold a valid proxy by cumulative voting.

OTHER EXECUTIVE OFFICERS

Set forth below are the names of, and certain information regarding, our
executive officers who are not directors. The executive officers serve at the
pleasure of the Board of Directors.

LUIS TOLEDO, M.D., PhD. became our Chief Medical Officer in March 2000. Dr.
Toledo is an internationally recognized authority on organ transplantation and
preservation. He has authored 10 books on transplantation and related subjects,
authored or co-authored 500 scientific publications, and contributed to chapters
of 77 books. Dr. Toledo has held many medical staff positions including: Co-
Chief, Transplantation and Director, Surgical Research at the Henry Ford
Hospital and Chief, Transplantation and Director, Research at Mount Carmel Mercy
Hospital. He is also currently the Director of Research at the Borgess Medical
Center and is Director of the Michigan Transplant Institute. He also serves as
Professor of Surgery and Director, Experimental Research Program at Michigan
State University.

ROCKY UMAR joined us in May 1998 as Vice President of Marketing; in March 2001
he became our Vice President, Strategic Planning. Mr. Umar was an Information
Systems Consultant from 1993 to April 1998. Prior to consulting, Mr. Umar
served as Senior Executive for Product Management, Marketing and Sales at Cogar
Corporation, and was responsible for acquisitions, marketing and sales, and
planning for Singer Company, Business Machines Division. Mr. Umar was also CEO
of Witek, Inc. a wireless technology company.

ROBERT STROM joined us in March 2001 as Vice President of Marketing and Sales.
Mr. Strom started a newspaper, The Prince George Progress, in 1963 at the age of
20. After selling his publishing business seven years later, he became a
partner in ACI, Inc., a New York-based cosmetics company, where he managed all
sales and marketing activities. Mr. Strom subsequently founded Cosmania, an
international cosmetics company that he sold to American International, Inc. in
1996.

DAVID LUCAS, Ph.D. joined us in January 1999 as Scientific Director and became
our Chief Operating Officer in August 2002. Dr. Lucas obtained BA and Ph.D.
degrees in Microbiology and Immunology from Duke University and did postdoctoral
work at Harvard Medical Center. He served as a faculty member at the University
of Arizona for 16 years, where he taught medical students and graduate students.
Previous industry positions were as Director of Research for American Qualex, an
immunochemical company; Vice President of Protein Technology, where he developed
veterinary biologic products; Vice President for Research and Technology
Transfer at Children's Hospital Oakland; and President of PediaPharm
Corporation, a development stage pharmaceutical products company. Dr. Lucas was
President of PediaPharm from 1994 to October 1998.

VICTOR IVASHIN joined us in December 2001 as our Chief Technology Officer. He
received a BSEE and MSEE from the University of Nevada and was awarded a Ph.D.
from the University of Poznan in Poland. Dr. Ivashin has received patents in
mechanisms and fiber optics. He has 25 years of combined managerial, research
and practical experience in electronics development and design and in department
and company management. Dr. Ivashin speaks fluent Russian.

__________________________________________________________________________
PROPOSAL NO. 2

INCREASE IN THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR
ISSUANCE UNDER THE 2001 STOCK OPTION PLAN
___________________________________________________________________________

The 2001 Stock Option Plan (the "Plan") was adopted by the Board of Directors
effective August 4, 2001 and approved by the shareholders on October 18, 2002.
Currently, 1,585,500 shares of our common stock are reserved for issuance under
the Plan. To date, we have issued options under the Plan to purchase an
aggregate of 874,000 shares of the Company's common stock.

We believe that our long-term success depends upon our ability to attract and
retain qualified directors, officers, employees and consultants and to motivate
their best efforts on our behalf. Thus, we believe that the Plan will be an
important part of our compensation of directors, officers, employees and
consultants.

The Board of Directors recommends amending the Plan to increase the number of
shares of our common stock reserved for issuance under the Plan from 1,585,500
to 5,000,000.

The Plan is set forth in full as Exhibit "A" to this Proxy Statement. The
principal features of the Plan are summarized below, but the summary is
qualified in its entirety by the full text of the Plan.

DESCRIPTION OF THE PLAN

The purpose of the Plan is to enhance our profitability and shareholder value by
enabling us to offer stock-based incentives to employees, directors, consultants
and affiliates. The Plan authorizes the grant of options to purchase shares of
common stock to our employees, directors and consultants and our affiliates.
Under the Plan, we may grant incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986 and non-qualified stock
options. Incentive stock options may only be granted to our employees.

There are currently 1,585,500 shares of common stock available for issuance upon
exercise of options to be granted under the Plan. As of August 1, 2003, we had
granted options under the Plan to purchase an aggregate of 874,000 shares of
common stock.

The Plan is administered by our Board of Directors. Subject to the provisions of
the Plan, the Board has the authority to determine which of our employees,
directors and consultants will be awarded options and the terms of such awards,
including the number of shares subject to such options, the fair market value of
the common stock subject to options, the exercise price per share and other
terms.

Incentive stock options must have an exercise price equal to at least 100% of
the fair market value of a share on the date of the award unless the grant is to
a shareholder holding more than 10% of our voting stock, in which case the
exercise price must be 110% of the fair market value on the date of grant.
Generally, the options may not have a duration of more than ten years, or five
years if the grant is to a shareholder holding more than 10% of our voting
stock. Terms and conditions of awards are set forth in written agreements
between the respective option holders and us. Awards under the Plan may not be
made after the tenth anniversary of the date of its adoption but awards granted
before that date may extend beyond that date.

Under the Plan, if the employment of the holder of an incentive stock option is
terminated for any reason other than as a result of the holder's death or
disability or for "cause" as defined in the Plan, the holder may exercise the
option, to the extent exercisable on the date of termination of employment,
until the earlier of the option's specified expiration date and 90 days after
the date of termination. If an option holder dies or becomes disabled, both
incentive and non-qualified stock options may generally be exercised, to the
extent exercisable on the date of death or disability, by the option holder or
the option holder's survivors until the earlier of the option's specified
termination date and one year after the date of death or disability.

As of August 1, 2003, no shares had been issued as the result of the exercise of
options granted under the Plan. The exercise price and vesting schedules of
options granted under the Plan will vary over time pursuant to various option
agreements that we have entered into or will enter into with the grantees of
such options.

We registered the Plan and the shares subject to issuance thereunder, under the
Securities Act of 1933. If the increase in shares authorized for issuance under
the Plan is approved, we plan to register the additional shares soon after the
annual meeting. Absent such registration, the shares, when issued upon exercise
of options, would be "restricted securities" as that term is defined in Rule 144
under the Securities Act of 1933.

Optionees have no rights as shareholders with respect to shares subject to
options prior to the issuance of shares pursuant to the exercise thereof.
Options issued to employees under the Plan, as amended, shall expire no later
than ten years after the date of grant. An option becomes exercisable at such
time and for such amounts as determined at the discretion of the Board of
Directors at the time of the grant of the option. An optionee may exercise a
part of the option from the date that part first becomes exercisable until the
option expires. The purchase price for shares to be issued to an employee upon
his or her exercise of an option is determined by the Board of Directors on the
date the option is granted. The purchase price is payable in full in cash, by
promissory note, by net exercise or by delivery of mature shares of our common
stock when the option is exercised.

The Plan provides for adjustment as to the number and kinds of shares covered by
the outstanding options and the option price therefor to give effect to any
stock dividend, stock split, stock combination or other reorganization of or by
us.

FEDERAL INCOME TAX CONSEQUENCES OF OPTIONS GRANTED UNDER THE PLAN

Options granted under the Plan may be either incentive stock options, which
satisfy the requirements of Section 422 of the Internal Revenue Code or non-
qualified options, which are not intended to meet such requirements. The
federal income tax treatment for the two types of options differs as follows:

INCENTIVE OPTIONS. No taxable income is recognized by the optionee at the time
of the option grant, and generally no taxable income is recognized at the time
the option is exercised. The optionee will, however, recognize taxable income in
the year in which the purchased shares are sold or otherwise made the subject of
a taxable disposition. For federal tax purposes, dispositions are divided into
two categories: (i) qualifying and (ii) disqualifying. A qualifying disposition
occurs if the sale or other disposition is made more than two years from the
date of grant and more than one year from the date of exercise. If either of
these two holding periods is not satisfied, then a disqualifying disposition
will result.

Upon a qualifying disposition of the shares, the optionee will recognize long-
term capital gain in an amount equal to the excess of (i) the amount realized
upon the sale or other disposition of the purchased shares over (ii) the
exercise price paid for those shares. If there is a disqualifying disposition of
the shares, then the excess of (i) the fair market value of the shares on the
exercise date (or the fair market date on the expiration date, if less) over
(ii) the exercise price paid for those shares will be taxable as ordinary income
to the optionee. Any additional gain or loss recognized upon the disposition
will be taxable as a capital gain or loss.

If the optionee makes a disqualifying disposition of the purchased shares, then
we will be entitled to an income tax deduction, for the taxable year in which
such disposition occurs, equal to the excess of (i) the fair market value of
such shares on the option exercise date (or the fair market value on the
expiration date, if less) over (ii) the exercise price paid for the shares. In
no other instance will we be allowed a deduction with respect to the optionee's
disposition of the purchased shares.

Non-Qualified Options. No taxable income is recognized by an optionee upon the
grant of a non-qualified option which does not have a readily ascertainable fair
market value and is not transferable. Options granted under the Plan do not
have a readily ascertainable fair market value and are not transferable. The
optionee will in general recognize ordinary income, in the year in which the
option is exercised, equal to the excess of the fair market value of the
purchased shares on the exercise date over the exercise price paid for the
shares, and the optionee will be required to satisfy the tax withholding
requirements applicable to such income.

If the shares acquired upon exercise of the non-qualified option are unvested
and subject to repurchase by us in the event of the optionee's termination of
service prior to vesting in those shares, then the optionee may not recognize
any taxable income at the time of exercise but will have to report as ordinary
income, as and when our repurchase right lapses, an amount equal to the excess
of (i) the fair market value of the shares on the date the repurchase right
lapses over (ii) the exercise price paid for the shares. The optionee may,
however, elect under Section 83(b) of the Internal Revenue Code to include as
ordinary income in the year of exercise of the option an amount equal to the
excess of (i) the fair market value of the purchased shares on the exercise date
over (ii) the exercise price paid for such shares. If the Section 83(b) election
is made, the optionee will not recognize any additional income as and when the
purchase right lapses.

We will be entitled to an income tax deduction equal to the amount of ordinary
income recognized by the optionee with respect to the exercised non-qualified
option. The deduction will in general be allowed for the taxable year in which
such ordinary income is recognized by the optionee.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth, as of December 31, 2002, certain information
regarding our equity compensation plans other than the 2001 Stock Option Plan:

|------------------|----------------------------|-------------------------------|----------------------|
|Plan Category | Number of securities to be| Weighted-average exercise | Number of securities|
| | issued upon exercise of | price of outstanding options,| remaining available |
| | outstanding options, | warrants and rights | for future issuance |
| | warrants and rights | (b) | (c) |
| | (a) | | |
|------------------|----------------------------|-------------------------------|----------------------|
|Equity | | | |
|compensation Plans| 780,000 | $0.58 per share | 755,000 |
|approved by | | | |
|security holders | | | |
|------------------|----------------------------|-------------------------------|----------------------|
|Equity | | | |
|compensation plans| -- | -- | -- |
|not approved by | | | |
|security holders | | | |
|------------------|----------------------------|-------------------------------|----------------------|
| Total | 780,000 | $0.58 per share | 755,000 |
|------------------|----------------------------|-------------------------------|----------------------|

</table>

DEDUCTIBILITY OF EXECUTIVE COMPENSATION

We anticipate that any compensation deemed paid by us in connection with
disqualifying dispositions of incentive stock option shares or exercises of non-
statutory options will qualify as performance-based compensation for purposes of
Internal Revenue Code Section 162(m) and will not have to be taken into account
for purposes of the $1 million limitation per covered individual on the
deductibility of the compensation paid to certain executive officers.
Accordingly, all compensation deemed paid with respect to those options will
remain deductible by us without limitation under Code Section 162(m).

STOCKHOLDER APPROVAL

The affirmative vote of a majority of our outstanding voting shares present or
represented and entitled to vote at the Annual Meeting is required for approval
of this Proposal. Should shareholder approval not be obtained, the increase of
the number of shares of common stock reserved for issuance under the Plan will
not be effective and the Board of Directors will consider alternative methods of
issuing options outside of the Plan.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors recommends that shareholders vote FOR the increase in the
number of shares of common stock reserved for issuance under the 2001 Stock
Option Plan. We will vote your shares as you specify on the enclosed proxy
card. If you do not specify how you want your shares voted, we will vote them
FOR approval of the increase in the number of shares of common stock reserved
for issuance under the 2001 Stock Option Plan.

____________________________________________________________________________
PROPOSAL NO. 3

APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION FOR
INCREASE IN AUTHORIZED NUMBER OF SHARES

____________________________________________________________________________

GENERAL

Our Board of Directors has unanimously approved a resolution to increase the
authorized shares of Common Stock from 45,000,000 to 145,000,000. The increase
of authorized shares of Common Stock will be effected by an amendment to the
Company's Articles of Incorporation, and such increase will become effective
upon the filing of Amended and Restated Articles of Incorporation with the
Secretary of State of the State of California in the form of Exhibit "B" to this
Proxy Statement. The increase will have no effect on the 5,000,000 shares of
authorized Preferred Stock none of which are currently outstanding. At this
time, we have no specific plan or arrangement for issuing any of the additional
authorized shares of our common stock.

REASONS FOR INCREASE OF AUTHORIZED SHARES

The number of shares of Common Stock listed and outstanding as of August 1, 2003
was 27,803,382, which number is less than the currently authorized 45,000,000
shares. However, over the last year, we have issued options to purchase 619,000
shares of common stock under the 2001 Stock Option Plan, and currently have
outstanding, options to purchase a total of 1,854,000 shares of our common
stock. In addition, we also issued warrants to purchase an aggregate of 80,000
shares of our common stock for services, and we currently have outstanding,
warrants to purchase a total of 1,698,333 shares of our common stock. On April
24, 2003, the Company filed a registration statement on Form SB-2 to register an
additional 10,000,00 shares of the Company's common stock. The registration
statement was amended on June 25, 2003, July 15, 2003 and again on July 28,
2003, and was declared effective on July 30, 2003. We plan to issue the SB-2
shares from time to time as required to raise capital or to effect acquisitions
or strategic alliances. If all the outstanding warrants and options were
exercised, and all of the SB-2 shares were issued, the number of outstanding
shares would increase to approximately 41,355,715.

Accordingly, an increase in the number of authorized shares of Common Stock is
necessary in order for us to have additional authorized shares available to
raise capital, to make strategic acquisitions, or to enter into strategic
alliances if and when those opportunities arise. We believe that having such
additional shares available for issuance will enable us to take prompt action on
such corporate opportunities as may materialize in the future if the Board of
Directors deems an issuance of common stock to be in the best interest of the
Company. The disadvantage of such an increase is that any additional issuances
of Common Stock will dilute the percentage of the Company owned by existing
shareholders. The additional California and Delaware franchise tax with respect
to the additional shares is minimal. Approval of this proposal will increase the
number of shares of Common Stock available for issuance by the Company to
145,000,000.

SHAREHOLDER APPROVAL

The affirmative vote of a majority of our outstanding voting shares present or
represented and entitled to vote at the Annual Meeting is required for approval
of this Proposal. Should shareholder approval not be obtained, the increase in
the authorized number of shares and the amendment to the Articles of
Incorporation which provides for an increase in the authorized number of shares
of common stock reserved for issuance from 45,000,000 to 145,000,000 will not be
effective.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors recommends that shareholders vote FOR approval of an
increase to the authorized number of shares and an amendment to the Articles of
Incorporation which provides for an increase of the authorized number of shares
of common stock reserved for issuance from 45,000,000 to 145,000,000. We will
vote your shares as you specify on the enclosed proxy card. If you do not
specify how you want your shares voted, we will vote them FOR approval of an
increase to the authorized number of shares of common stock and an amendment to
the Articles of Incorporation which provides for an increase of the authorized
number of shares reserved for issuance from 45,000,000 to 145,000,000.

_____________________________________________________________________________
PROPOSAL NO. 4

RATIFICATION OF SELECTION OF AUDITOR, L.L. BRADFORD & COMPANY, LLC

_____________________________________________________________________________

The Board of Directors, has appointed L.L. Bradford & Company, LLC to serve as
our independent auditors for the year ending December 31, 2003, subject to the
approval of our shareholders. Representatives of L.L. Bradford & Company, LLC
will be present at the Annual Meeting to answer questions. They will also have
the opportunity to make a statement if they desire to do so.

AUDIT FEES

The aggregate fees billed for professional services rendered for the audit of
our annual financial statements for the year ended December 31, 2002, and for
the reviews of the financial statements included in our Quarterly Reports on
Form 10-QSB for that fiscal year, were $28,400.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

L.L. Bradford & Company, LLC did not render professional services relating to
financial information systems design and implementation for the year ended
December 31, 2002.

ALL OTHER FEES

There were no other fees billed by L.L. Bradford & Company, LLC for services
rendered to us, other than the services described above, for the year ended
December 31, 2002. We have been advised by L.L. Bradford & Company, LLC that
neither the firm nor any member of the firm has any financial interest, direct
or indirect, in any capacity in Human BioSystems.

CHANGES IN CERTIFYING ACCOUNTANT

On January 31, 2001, we were notified by BDO Seidman, LLP of San Jose,
California ("BDO") that as of that date, BDO resigned as our independent
accountant. Effective February 1, 2001, we engaged L.L. Bradford & Company, LLC
as our new independent accountant.

The BDO reports on our financial statements for the year ended December 31, 1999
and for the period from February 26, 1998 (date of inception) to December 31,
1998, did not contain an adverse opinion or disclaimer of opinion, nor were such
reports qualified or modified as to uncertainty, audit scope or accounting
principles, with the exception of a going concern uncertainty qualification with
respect to the year ended December 31, 1999 and the period from February 26,
1998 (date of inception) to December 31, 1998.

During the past two fiscal years and the subsequent interim period through
January 31, 2001, we did not have any disagreement with BDO on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of
BDO, would have caused it to make reference to the subject matter of the
disagreement in connection with its report and the financial statements for such
years. During such period, there were no "reportable events" within the meaning
of Item 304(a)(1)(v) of Regulation S-K.

We requested that BDO furnish a letter addressed to the Securities and Exchange
Commission stating whether BDO agreed with the above statements. A copy of such
letter dated February 2, 2001 was attached as an exhibit to our Current Report
on Form 8-K filed on February 5, 2001.

During the two fiscal years ended December 31, 2000 and through January 31,
2001, we did not consult with L.L. Bradford & Company, LLC concerning our
financial statements, including the following items: the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on our financial statements;
or any matter that was either the subject of a disagreement, as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that
term is defined in Item 304(a)(1)(v) of Regulation S-K.

SHAREHOLDER APPROVAL

RECOMMENDATION OF BOARD OF DIRECTORS

The Board of Directors unanimously recommends that shareholders vote FOR the
ratification of the selection of L.L. Bradford & Company, LLC as our independent
auditors for 2003. We will vote your shares as you specify on the enclosed proxy
card. If you do not specify how you want your shares voted, we will vote them
FOR the ratification of the selection of L.L. Bradford & Company, LLC.

AUDIT COMMITTEE REPORT

THIS SECTION OF OUR PROXY STATEMENT WILL NOT BE DEEMED INCORPORATED BY REFERENCE
BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO
ANY FILING UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES EXCHANGE ACT
OF 1934, EXCEPT TO THE EXTENT THAT WE SPECIFICALLY INCORPORATE THIS INFORMATION
BY REFERENCE, AND WILL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.

We have never had an audit committee or an audit committee written charter. The
functions of an audit committee are carried out by our Board of Directors,
comprised of Paul Okimoto (who also serves as Chairman of the Board), Harry
Masuda and George Tsukuda. Messrs. Okimoto and Masuda are also officers of the
Company, and so are not "independent" as that term is defined by the Securities
and Exchange Commission. Our Board has followed the substance of the procedures
recommended in the report of the Blue Ribbon Committee on Improving the
Effectiveness of Corporate Audit Committees, sponsored by the major securities
markets, issued in February 1999, and the Board has also been advised by
independent legal counsel in its role of overseeing financial reporting and
internal control matters.

Management has the primary responsibility for the financial reporting process,
including the system of internal controls. Our independent auditors are
responsible for performing an independent audit of our consolidated financial
statements in accordance with generally accepted auditing standards and to issue
a report thereon. The Board's responsibility is to monitor and oversee these
processes. Our Board of Directors appoints our independent auditors.

The Board has reviewed with our financial managers the selection of our
independent auditors, overall audit scopes and plans, the results of audit
examinations, evaluations by the independent auditors of our internal controls
and the quality of our financial reporting. Management has reviewed the audited
consolidated financial statements in our Annual Report on Form 10-KSB with the
Board, including a discussion of the quality (not just the acceptability) of the
accounting principles utilized, the reasonableness of significant judgments, and
the clarity of disclosures in the financial statements.

The Board also discussed with the independent auditors other matters required to
be discussed by the auditors with an audit committee under Statement of Auditing
Standards No. 61 (communication with audit committees). Our independent auditors
also provided to the Board the written disclosures required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and the Board discussed with the independent auditors that firm's independence.

In performing all of these functions, the Board acts only in an oversight
capacity. In its audit oversight role, the Board relies on the work and
assurances of our management, which has the primary responsibility for financial
statements and reports, and of the independent auditors, who in their report
expressed an opinion on the conformity of our annual financial statements with
generally accepted accounting principles.

Based upon the Board's discussion with management and the independent auditors
and the Board's review of the representations of management and the report of
the independent auditors to the Board, the Board recommended that the audited
consolidated financial statements be included in our Annual Report on Form 10-
KSB for the year ended December 31, 2002, filed with the Securities and Exchange
Commission.

By the Board of Directors

Paul Okimoto
Harry Masuda
George Tsukuda

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of August 1, 2003, (i) by each director of the
Company; (ii) by each person known by us to own beneficially more than five
percent of our common stock; (iii) by the executive officer named in the Summary
Compensation Table set forth in "Executive Compensation" and (iv) by all
directors and executive officers of the Company as a group.

Unless otherwise indicated in the footnotes to the table, the following
individuals have sole vesting and sole investment control with respect to the
shares they beneficially own. Unless otherwise indicated, the address of all
persons listed below is c/o Human BioSystems, 1127 Harker Avenue, Palo Alto,
California 94301.

The number of shares beneficially owned by each shareholder is determined under
rules promulgated by the Securities and Exchange Commission, and the information
is not necessarily indicative of beneficial ownership for any other purpose.
Under such rules, beneficial ownership includes any shares as to which the
individual has sole or shared voting or investment power and also any shares
which the individual has the right to acquire within 60 days after August 1,
2003. The inclusion herein of such shares, however, does not constitute an
admission that the named shareholder is a direct or indirect beneficial owner of
such shares. Unless otherwise indicated, each person named in the table has sole
voting and investment power (or shares such power with his or her spouse) with
respect to all shares of common stock listed as owned by such person. The total
number of outstanding shares of common stock at August 1, 2003 is 27,803,382.

- -----------------------------------------------------------------------
Name And Address Amount And Nature Of
of Beneficial Owner Beneficial Ownership Percent Of Class
- ------------------------------------------------------------------------
Harry Masuda 1,287,800 4.6%

Paul Okimoto
669 35th Street
Richmond, CA 94805 927,500(1) 3.3%

George Tsukuda 794,274 2.8%

Larry McCleary, M.D.
and Christine McCleary 2,768,784 10.07%

Meiswinkel Investment Group, LP
2080 Newcomb Street
San Francisco, CA 94124 6,410,119 23.06%

All Officers and Directors
as a Group (eight persons) 4,938,732 17.76%

(1) Paul Okimoto, an officer and director of the Company, acted as Trustee in
receiving and forwarding these shares to YN Faarkaghyn Shiaght Lorne House Trust
Limited, for the benefit of Mark Tameichi Okimoto, Michael Akira Okimoto, Eric
Yoshiro Okimoto, Daryl Takashi Okimoto, Mary T. Hernandez and Betty Yamaguchi.
The permanent Trustee is Ronald Buchanan of Lorne House Management Ltd. Mr.
Okimoto expressly disclaims beneficial ownership of said shares.

The shares listed as owned by Harry Masuda include 50,000 shares of common stock
issuable to him pursuant to options exercisable on or within 60 days of August
1, 2003.

The shares listed as owned by Paul Okimoto include 161,111 shares of common
stock issuable to him pursuant to warrants and options exercisable on or within
60 days of August 1, 2003.

The shares listed as owned by George Tsukuda include 100,000 shares of common
stock issuable to him pursuant options exercisable on or within 60 days of
August 1, 2003.

The shares listed as owned by Larry McCleary, M.D. and Christine McCleary
include 80,000 shares issuable pursuant to warrants and options exercisable on
or within 60 days of August 1, 2003.

The shares listed as owned by all executive officers and directors include an
aggregate of 1,351,333 shares of common stock issuable to them pursuant to
warrants and options exercisable on or within 60 days of August 1, 2003.

EXECUTIVE COMPENSATION

The following table sets forth information concerning compensation for services
in all capacities awarded to, earned by or paid to our Chief Executive Officer
(the "Named Executive Officer") during the years ended December 31, 2002, 2001
and 2000. No other executive officer received cash compensation in excess of
$100,000 during these years.

<table>
<caption>
<s> <c> <c>
SUMMARY COMPENSATION TABLE LONG TERM COMPENSATION
|-----------------------|--------------------------------------------------|---------------------------------|-------------------|
| | ANNUAL COMPENSATION | AWARDS PAYOUTS |
|-----------------------|----------|------------|-----------|--------------|---------------------------------|------- |----------|
| NAME | YEAR | SALARY ($)| BONUS ($)| OTHER ANNUAL | RESTRICTED NUMBER OF SECURITIES| LTIP | ALL OTHER|
| AND | | | | COMPENSATION | STOCK UNDERLYING WARRANTS/| PAYOUTS| COMPEN- |
| PRINCIPAL POSITION | | | | ($) | AWARDS($) SARs (#) | ($) | SATION($)|
|-----------------------|----------|------------|-----------|--------------|---------------------------------|--------|----------|
| | | | | | | | |
|Harry Masuda, | 2002 | 214,126 (1)| --- | --- | --- 50,000 (2) | --- | --- |
|Chief Executive Officer| 2001 | 66,000 | --- | --- | --- -- | --- | --- |
|President | 2000 | 52,000 | --- | --- | --- -- | --- | --- |
|-----------------------|----------|------------|-----------|--------------|---------------------------------|--------|----------|
(1) Includes $55,126 accrued in 2001 but not paid until 2002.
(2) Options to purchase shares of common stock at and exercise
price of $0.34 per share, the fair market value for the stock
on the date of grant, August 21, 2002.

</table>

EMPLOYMENT AGREEMENTS

In May 1998, we entered into an employment agreement with Rocky Umar, employing
him as our Vice President of Marketing for a minimum term of one year for a
salary ranging from $2,000 per month to $10,000 per month, depending upon
performance. This agreement also includes the payment of a commission equal to
one percent of our sales in excess of $1,500,000 over a consecutive six-month
period, not to exceed a $100,000 commission per 12-month period. Mr. Umar was
also granted an option to purchase 200,000 shares of restricted common stock at
$.025 per share pursuant to our Statutory Incentive Stock Option Plan. Mr. Umar
is also eligible for a bonus of up to $5,000 after the first year of employment,
for the sole purpose of exercising the stock options.

In January 2000, we entered into an employment agreement with Leonid Babak,
providing for his employment as the Branch Chief of Russian Operations for a
minimum one-year term. The agreement provides for a salary of $500 per month,
which salary may be adjusted, and $700 per month in additional benefits.

In January 2000, we entered into an employment agreement with Vladimir
Serebrennikov, employing him as the Technical Director of Preservation Systems
for a minimum one-year term. The agreement provides for the payment to Mr.
Serebrennikov of $500 per month, which salary may be adjusted, with a bonus of
$25,000 upon the successful completion of project milestones set forth in the
employment agreement.

In March 2000, we entered into an employment agreement with Dr. Luis Toledo,
employing him as our Chief Medical Officer for a minimum term of one year. The
agreement provides for a base salary of $6,000 per month, which may be adjusted
based on our ability to raise defined amounts of capital. In addition, we
granted to Dr. Toledo an option to purchase 75,000 shares of our common stock at
an exercise price of $1.50 per share, and continued in effect options granted
pursuant to a consulting agreement that we entered into in May 1998 with Dr.
Toledo.

In March 2001, we entered into an employment agreement with Robert E. Strom to
serve as our Vice President of Sales and Marketing for a minimum term of one
year. Mr. Strom receives a base salary of $10,000 per month, which may be
increased based on our ability to raise defined amounts of capital or earn
defined revenues during any 12-month period. Mr. Strom is also eligible for a
bonus based on performance milestones. In addition, he was granted an option to
purchase 150,000 shares of our common stock at an exercise price of $0.23 per
share pursuant to our Statutory Incentive Stock Option Plan, and an option to
purchase 150,000 shares of our common stock at an exercise price of $0.10 per
share pursuant to our Non-Statutory Incentive Stock Option Plan.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table provides information on option grants during the year ended
December 31, 2002 to the named executive officer. We did not grant stock
appreciation rights to the named executive officer during the year ended
December 31, 2002.

(Individual Grants)
- --------------------------------------------------------------------------------------
Name Number of Percent of total Exercise or Expiration
Securities option/SARs based Price date
Underlying granted to employees ($/Sh)
Options/SARs in Fiscal year
granted (#)
- ---------------------------------------------------------------------------------------
Harry Masuda 50,000 8.7% 0.34 August 21, 2007
CEO, President
- ---------------------------------------------------------------------------------------
</table>

OPTIONS EXERCISE AND YEAR-END OPTION VALUES

Aggregate Options/SAR Exercises in Last Fiscal Year and FY-End Options/SAR Value
- --------------------------------------------------------------------------------------
Name Shares acquired Value realized Number of Value of
on exercise (#) ($) securities unexercised in-
underlying the-money
unexercised options/SARs
options/SARs at FY-end($)
at FY-end(#) Exercisable/
exersisable/ unexercisable
unexercisable
- --------------------------------------------------------------------------------------
Harry Masuda
CEO, President 260,000 179,400 50,000/0 N/A
- --------------------------------------------------------------------------------------
</table>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following describes transactions to which we were or are a party and in
which any of our directors, officers, or significant shareholders, or members of
the immediate family of any of the foregoing persons, had or has a direct or
indirect material interest, in addition to the employment agreements discussed
above under "Executive Compensation".

On May 28, 1998, we entered into a Consultant Agreement with Dr. Luis Toledo,
whereby Dr. Toledo was appointed to our advisory board for a minimum term of one
year. The agreement also provides for a payment to Dr. Toledo of a commission
equal to five percent of all sales within the organ transplant market for a
five-year period from the date of the agreement, so long as Dr. Toledo remains a
consultant and advisory board member. This commission is limited to a total of
$1,000,000. Dr. Toledo was also granted options to purchase 200,000 shares of
restricted common stock at $.025 per share pursuant to our Non-Statutory
Incentive Stock Option Plan, and is eligible for a bonus of up to $5,000 after
the first year as a consultant and advisory board member up to the expiration of
the stock options for the sole purpose of exercising the stock options.

We purchased the patents for Phemtest from Paul Okimoto, an officer and
director, on September 1, 1998. The patent "VAGINAL TESTING APPLICATOR AND
METHOD", Patent Number 4,784,158, was issued November 15, 1988, and the patent
"BODY CAVITY SPECIMEN COLLECTING AND TESTING APPARATUS", Patent Number
4,945,921, was issued August 7, 1990. Pursuant to the purchase agreement for
the patents, we paid $1,375 to the law firm of Flehr, Hohbach, Test and Herbert
as a patent maintenance fee to assure that the patents would remain in force.
We also agreed to pay Mr. Okimoto a royalty payment of 5% of gross sales of
Phemtest for the next five years. The first $16,000 in royalty payments are to
be paid to a law firm to be designated by Mr. Okimoto, the next $75,000 in
royalties are to be paid to Mr. Okimoto in shares of our common stock, valued at
$2.00 per share, and the remaining royalties to be paid to Mr. Okimoto, if any,
are to be paid in cash. To date, no royalties have been earned or paid under
this agreement.

In December 2001, we hired Victor Ivashin to serve as our Chief Technical
Officer for Hardware and Software. Dr. Ivashin received a starting salary of
$8,500 per year, and was granted an option to purchase an aggregate of 75,000
shares of our common stock with an exercise price equal to the fair market value
of the stock on the date of grant.

SHAREHOLDER PROPOSALS FOR THE
2004 ANNUAL MEETING

We welcome comments and suggestions from our shareholders. Here are the ways a
shareholder may present a proposal for consideration by the other shareholders
at our 2004 Annual Meeting:

In our Proxy Statement: If a shareholder wants to submit a proposal for
inclusion in our proxy statement and form of proxy under Rule 14a-8 under the
Securities Exchange Act of 1934 (the "Exchange Act") for the 2004 Annual Meeting
of Shareholders, we must receive the proposal in writing on or before 5 p.m.,
Pacific Standard Time, May 2, 2004.

At the Annual Meeting: If a shareholder wishes to nominate a director or bring
other business before the shareholders at the 2004 Annual Meeting, we must
receive the shareholder's written notice not less than 60 days nor more than 90
days prior to the date of the annual meeting, unless we give our shareholders
less than 70 days' notice of the date of our 2004 Annual Meeting. If we provide
less than 70 days' notice, then we must receive the shareholder's written notice
by the close of business on the 10th day after we provide notice of the date of
the 2004 Annual Meeting. The notice must contain the specific information
required in our Bylaws. A copy of our Bylaws may be obtained by writing to our
Secretary. If we receive a shareholder's proposal within the time periods
required under our Bylaws, we may choose, but are not required, to include it in
our proxy statement. If we do, we may tell the other shareholders what we think
of the proposal, and how we intend to use our discretionary authority to vote on
the proposal.

Delivering a Separate Proxy Statement: We will not use our discretionary voting
authority if a shareholder submits a proposal within the time period required
under our Bylaws, and also provides us with a written statement that the
shareholder intends to deliver his or her own proxy statement and form of proxy
to our shareholders. Persons who wish to deliver their own proxy statement and
form of proxy should consult the rules and regulations of the SEC.

All proposals should be made in writing and sent via registered, certified or
express mail, to our executive offices, 1127 Harker Avenue, Palo Alto,
California 94103, Attention: Secretary.

VOTING

Shareholders are urged immediately to complete, date and sign the enclosed proxy
card and return it in the envelope provided, to which no postage need be affixed
if mailed in the United States.

OTHER MATTERS

The Board of Directors knows of no other matters to be presented for shareholder
action at the Annual Meeting. However, if other matters do properly come before
the Annual Meeting or any adjournments or postponements thereof, the Board of
Directors intends that the persons named in the proxies will vote upon such
matters in accordance with their best judgment.

BY THE BOARD OF DIRECTORS

Paul Okimoto
Chairman of the Board

Harry Masuda
Chief Executive Officer, Director

EXHIBIT A

2001 STOCK OPTION PLAN

HYPERBARIC SYSTEMS, INC.
2001 STOCK OPTION PLAN

1. PURPOSES OF THE PLAN

The purposes of this Stock Option Plan (the "Plan") of HyperBaric
Systems, Inc. a California corporation (the "Company") are to:

(i) Encourage selected officers and key employees to accept or
continue employment with the Company or its Affiliates; and
(ii) Increase the interest of selected officers, directors, key
employees and consultants in the Company's welfare through
participation in the growth in value of the common stock of
the Company ("Common Stock").

Options granted under this Plan ("Options") may be "incentive stock options"
("ISOs") intended to satisfy the requirements of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), or "nonqualified options"
("NQOs").

2. ELIGIBLE PERSONS

Every person who at the date of grant of an Option is a key employee of the
Company or of any Affiliate (as defined below) (including employees who are also
officers or directors of the Company or of any Affiliate) is eligible to receive
NQOs or ISOs under this Plan. The term "Affiliate" as used in the Plan means a
parent or subsidiary corporation as defined in the applicable provisions
(currently Sections 424(e) and (f), respectively) of the Code. Every person who
is a director of or consultant to the Company or any Affiliate at the date of
grant of an Option is eligible to receive NQOs under this Plan.

3. STOCK SUBJECT TO THIS PLAN

Subject to the provisions of Section 6.1.1 of the Plan, the maximum aggregate
number of shares of stock that may be granted pursuant to this Plan is One
Million Five Hundred Eighty Five Thousand Five Hundred (1,585,500) shares of
Common Stock. The shares unexercised shall become available again for
grantsunder the Plan.

4. ADMINISTRATION

4.1 Board of Directors. This Plan shall be administered by the Board of
Directors of the Company (the "Board"). No member of the Board of Directors
shall be liable for any decision, action, or omission respecting the Plan, any
options, or any option shares.

4.2 Disinterested Administration. From and after such time as the Company
registers a class of equity securities under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), this Plan shall be
administered in accordance with the disinterested administrative requirements of
Rule 16b-3 promulgated by the Securities and Exchange Commission ("Rule 16b-3"),
or any successor rule thereto.

4.3 Authority of the Board of Directors. Subject to the other provisions
of this Plan, the Board shall have the authority, in its discretion: (i) to
grant Options; (ii) to determine the fair market of the Common Stock subject to
Options; (iii) to determine the exercise price of Options granted; (iv) to
determine the persons to whom, and the time or times at which, Options shall be
granted, and the number of shares subject to each Option; (v) to interpret this
Plan; (vi) to prescribe, amend, and rescind rules and regulations relating to
this Plan; (vii) to determine the terms and provisions of each Option granted
(which need not be identical), including but not limited to, the time or times
at which Options shall be exercisable; (viii) with the consent of the optionee,
to modify or amend any Option; (ix) to defer (with the consent of the optionee)
or accelerate the exercise date or vesting of any Option; (x) to authorize any
person to execute on behalf of the Company any instrument evidencing the grant
of an Option; and (xi) to make all other determinations deemed necessary or
advisable for the administration of this Plan. The Board may delegate
nondiscretionary administrative duties to such employees of the Company as it
deems proper.

4.4 Determinations Final. All questions of interpretation, implementation,
and application of this Plan shall be determined by the Board. Such
determinations shall be final and binding on all persons.

5. GRANTING OF OPTIONS: OPTION AGREEMENT

5.1 Ten Year Term. No Options shall be granted under this Plan after ten
(10) years from the date of adoption of this Plan by the Board.

5.2 Option Agreement. Each Option shall be evidenced by a written stock
option agreement, in form satisfactory to the Company, executed by the Company
and the person to whom such Option is granted; provided, however, that the
failure by the Company, the optionee, or both to execute such an agreement shall
not invalidate the granting of any Option.

5.3 Designation as ISO or NQO. The agreement shall specify whether each
Option it evidences is a NQO or an ISO. Notwithstanding designation of any
Option as an ISO or a NQO, if the aggregate fair market value of the shares
under Options designated as ISOs which would become exercisable for the first
time by any Optionee at a rate in excess of one hundred thousand dollars
($100,000) in any calendar year (under all plans of the Company), then unless
otherwise provided in the stock option agreement or by the Compensation
Committee, such Options shall be NQOs to the extent of the excess above one
hundred thousand ($100,000). For purposes of this Section 5.3, Options shall be
taken into account in the order in which they were granted, and the fair market
value of the shares shall be determined as of the time the Option, with respect
to such shares, is granted.

5.4 Grant to Prospective Employees. The Compensation Committee or the
Committee Chairman may approve the grant of Options under this Plan to persons
who are expected to become employees of the Company, but who are not employees
at the date of approval. In such cases, the Option shall be deemed granted,
without further approval, on the date the optionee is first treated as an
employee for payroll purposes.

6. TERMS AND CONDITIONS OF OPTIONS

Each Option granted under this Plan shall be designated as a NQO or an ISO.
Each Option shall be subject to the terms and conditions set forth in Section
6.1. NQOs shall be also subject to the terms and conditions set forth in
Section 6.2, but not those set forth in Section 6.3. ISOs shall also be subject
to the terms and conditions set forth in Section 6.3, but not those set forth in
Section 6.2.

6.1 Terms and Conditions to Which Options Are Subject. Options granted
under this Plan shall, as provided in Section 6, be subject to the following
terms and conditions:

6.1.1 Changes in Capital Structure. The existence of outstanding Options
shall not affect the Company's right to effect adjustments, recapitalizations,
reorganizations, or other changes in its or any other corporation's capital
structure or business, any merger or consolidation, any issuance of bonds,
debentures, preferred, or prior preference stock ahead of or affecting Common
Stock, the dissolution or liquidation of the Company's or any other
corporation's assets or business or any other corporate act whether similar to
the events described above or otherwise. Subject to Section 6.1.2, if the stock
of the Company is changed by reason of a stock split, reverse stock split, stock
dividend, recapitalization, or other event, or converted into or exchanged for
other securities as a result of a merger, consolidation, reorganization, or
other event, appropriate adjustments shall be made in (i) the number and class
of shares of stock subject to this Plan and each outstanding Option; provided,
however, that the Company shall not be required to issue fractional shares as a
result to any such adjustments. Each such adjustment shall be subject to
approval by the Compensation Committee in its sole discretion, and may be made
without regard to any resulting tax consequence to the optionee.

6.1.2 Corporate Transactions. In connection with (i) any merger,
consolidation, acquisition, separation, or reorganization in which more than
fifty percent (50%) of the shares of the Company outstanding immediately before
such event are converted into cash or into another security, (ii) any
dissolution or liquidation of the Company or any partial liquidation involving
fifty percent (50%) or more of the assets of the Company, (iii) any sale of more
than fifty percent (50%) of the Company's assets, or (iv) any like occurrence in
which the Company is involved, the Compensation Committee may, in its absolute
discretion, do one or more of the following upon ten days' prior written notice
to all optionees; (a) accelerate any vesting schedule to which an Option is
subject; (b) cancel Options upon payment to each optionee in cash, with respect
to each Option to the extent then exercisable, of any amount which, in the
absolute discretion of the Compensation Committee, is determined to be
equivalent to any excess of the market value (at the effective time of such
event) of the consideration that such optionee would have received if the Option
had been exercised before the effective time over the exercise price of the
Option; (c) shorten the period during which such Options are exercisable
(provided they remain exercisable, to the extent otherwise exercisable, for at
least ten days after the date the notice is given); or (d) arrange that new
option rights be substituted for the option rights granted under this Plan, or
that the Company's obligations as to Options outstanding under this Plan be
assumed, by an employer corporation other than the Company or by a parent or
subsidiary of such employer corporation. The actions described in this Section

6.1.2 may be taken without regard to any resulting tax consequence to the
optionee.

6.1.3 Time of Option Exercise. Except as necessary to satisfy the
requirements of Section 422 of the Code and subject to Section 5, Options
granted under this Plan shall be exercisable at such times as are specified in
the written stock option agreement relating to such Option: provided, however,
that so long as the optionee is a director or officer, as those terms are used
in Section 16 of the Exchange Act, such Option may not be exercisable, in whole
or in part, at any time prior to the six (6) month anniversary of the date of
the Option grant, unless the Compensation Committee determines that the
foregoing provision is not necessary to comply with the provisions of Rule 16b-3
or that Rule 16b-3 is not applicable to the Plan. No Option shall be
exercisable, however, until a written stock option agreement in form
satisfactory to the Company is executed by the Company and the optionee. The
Compensation Committee, in its absolute discretion, may later waive any
limitations respecting the time at which an Option or any portion of an Option
first becomes exercisable.

6.1.4 Option Grant Date. Except as provided in Section 5.4 or as otherwise
specified by the Compensation Committee, the date of grant of an Option under
this Plan shall be the date as of which the Compensation Committee approves the
grant.

6.1.5 Nonassignability of Option Rights. No Option granted under this Plan
shall be assignable or otherwise transferable by the optionee except by will, by
the laws of descent and distribution, or pursuant to a qualified domestic
relations order (limited in the case of an ISO, to a qualified domestic
relations order that effects a transfer of an ISO that is community property as
part of a division of community property). During the life of the optionee, an
Option shall be exercisable only by the optionee.

6.1.6 Payment. Except as provided below, payment in full shall be made for
all stock purchased at the time written notice of exercise of an Option is given
to the Company, and proceeds of any payment shall constitute general funds of
the Company. Payment may be made in cash, by promissory note, by delivery to
the Company of shares of Common Stock owned by the optionee (duly endorsed in
favor of the Company or accompanied by a duly endorsed stock power), or by any
other form of consideration and method of payment to the extent permitted under
applicable law. Any shares delivered shall be valued as of the date of exercise
of the Option in the manner set forth in Section 6.1.12. Optionees may not
exercise Options by delivery of shares more frequently than at six (6) month
intervals.

6.1.7 Termination of Employment. Unless determined otherwise by the
Compensation Committee in its absolute discretion to the extent not already
expired or exercised, every Option granted under this Plan shall terminate at
the earlier of (a) the Expiration Date (as defined in Section 6.1.12) or (b)
immediately upon termination of employment with the Company or any Affiliate.
Employee shall have ninety (90) days to exercise all or any options that have
vested under the Employee's option agreement previous to such termination to the
extent they are exercisable on the date of termination. However, where
termination of employment is due to the optionee's "disability" (as determined
in accordance with Section 22(e)(3) of the Code), the optionee, or the
optionee's personal representative, may at any time within six (6) months after
the termination of employment (or such lesser period as is specified in the
option agreement but in no event after the Expiration Date of the Option),
exercise the option to the extent it was exercisable at the date of termination;
and provided further that if termination of employment is due to the Optionee's
death, the Optionee's estate or a legal representative thereof, may at any time
within and including six (6) months after the date of death of Optionee (or such
lesser period as is specified in the option agreement but in no event after the
Expiration Date of the Option), exercise the option to the extent it was
exercisable at the date of termination. Transfer of an optionee from the
Company to an Affiliate or vice versa, or from one Affiliate to another, or a
leave of absence due to sickness, military service, or other cause duly approved
by the Company, shall not be deemed a termination of employment for purposes of
this Plan. For the purpose of this Section 6.1.7, "employment" means engagement
with the Company or any Affiliate of the Company either as an employee, as a
director, or as a consultant.

6.1.8 Repurchase of Stock. In addition to the right of first refusal set
forth in Section 6.1.9 below, at the time it grants Options under this Plan, the
Company may retain, for itself or others, rights to purchase the shares acquired
under the Option or impose other restrictions on the transfer of such shares.
The terms and conditions of any such rights or other restrictions shall be set
forth in the option agreement evidencing the Option.

6.1.9 Company's Right of First Refusal.

(i) Company's Right; Notice. Stock delivered pursuant to the
exercise of any option granted under this Plan shall be
subject to a right of first refusal by the Company in the
event that the holder of such shares proposes to sell,
pledge, or otherwise transfer such shares or any interest
in such shares to any person or entity. Any holder of
shares purchased under this Plan desiring to transfer
such shares or any interest in such shares shall give
a written notice (the "Offer Notice") to the Company
describing the proposed transfer, including the number
of shares proposed to be transferred, the proposed
transfer price and terms, and the name and address of
the proposed transferee. The Company's rights under
this Section 6.1.9 shall be freely assignable.

(ii) Exercise. Except as provided under any repurchase right
imposed under Section 6.1.8, if the Company fails to exercise
its right of first refusal within twenty (20) days from the
date on which the Company receives the Offer Notice, the
shareholder may, within the next ninety (90) days, conclude
a transfer to the proposed transferee of the exact number of
shares covered by that notice on terms not more favorable to
the transferee than those described in the notice. Any
subsequent proposed transfer shall again be subject to the
Company's right of first refusal. If the Company exercises
its right of first refusal, the shareholder shall endorse
and deliver to the Company the stock certificates representing
the shares being repurchased. The Company shall pay the
shareholder the total repurchase price for the shares no later
than the later of (a) sixty (60) days after receipt of the
Offer Notice and (b)the end of such period for payment offered
by the bona fide third-party transferor. The holder of the
shares being repurchased shall cease to have any rights with
respect to such shares immediately upon receipt of the
repurchase price.

(iii) Exceptions. Notwithstanding the foregoing provisions of this
Section 6.1.9, no notice of a proposed transfer shall be
required and no right of first refusal shall exist with respect
to transfers, including sales, to an optionee's children,
grandchildren, or parents or to trusts, estates, or
custodianships of or for the account of an optionee or an
optionee's children, grandchildren, or parents; provided,
however, that the transferee shall take such shares subject
to the provisions of Sections 6.1.8.and 6.1.9.

(iv) Termination of Company's Right. The right of first refusal
set forth in this Section 6.1.9 shall terminate upon the
earlier of the consummation of an underwritten public offering
of the Company's Common Stock registered under the Securities
Act of 1933 or the date on which the Common Stock is registered
under Section 12 of the Exchange Act.

(v) No Limitation. Nothing in this Section 6.1.9 shall limit the
rights of the Company under any repurchase right imposed
under Section 6.1.8.

(vi) Conflict. In the event that the terms of this paragraph
6.1.9 conflict or are inconsistent with any provision in the
Bylaws of the Company, the terms of the Bylaws shall control.

6.1.10 Withholding and Employment Taxes. At the time of exercise of an Option
(or at such later time(s) as the Company may prescribe), the optionee shall
remit to the Company in cash all applicable (as determined by the Company in its
sole discretion) federal and state withholding taxes. The Compensation
Committee may, in the exercise of its sole discretion, permit an optionee to pay
some or all of such taxes by means of a promissory note on such terms as the
Compensation Committee deems appropriate. If authorized by the Compensation
Committee in its sole discretion, and if the Option has been held for six (6)
months or more, an optionee may elect to have shares of Common Stock which are
acquired upon exercise of the Option withheld by the Company or to tender to the
Company other shares of Common Stock or other securities of the Company owned by
the optionee on the date of determination of the amount of tax to be withheld as
a result of the exercise of such Option (the "Tax Date") to pay the amount of
tax that is required by law to be withheld by the Company as a result of the
exercise of such Option, provided that the election satisfies the following
requirements:

(i) he election shall be irrevocable, shall be made at least
six (6) months before the Option exercise, and shall be
subject to the disapproval of the Compensation Committee
at any time before consummation of the Option exercise; or

(ii) the election shall be made in advance to take effect in a
subsequent "window period" (as defined below) in which the
Option is exercised, and the Compensation Committee shall
approve the election when it is made or at any time thereafter
up to consummation of the Option exercise; or

(iii) the election shall be made in a window period and the approval
of the Compensation Committee shall be given after the election
is made and within the same window period, and the Option
exercise shall be consummated within such window period; or

(iv) shares or other previously owned securities shall be tendered
(but stock shall not be withheld) at any time up to the
consummation of the Option exercise (in which event, neither a
prior irrevocable election nor window period timing shall be
required).

Notwithstanding the foregoing, clauses (ii) and (iii) shall not be available
until the Company has been subject to the reporting requirements of the
Securities Exchange Act of 1934 for at least one (1) year.

A "window period" is the period beginning on the third business day following
the date of release for publication of quarterly or annual summary statements of
sales and earnings and ending on the 12th business day following such date. Any
securities so withheld or tendered shall be valued by the Company as of the Tax
Date.

6.1.11 Other Provisions. Each Option granted under this Plan may contain such
other terms, provisions, and conditions not consistent with this Plan as may be
determined by the Compensation Committee, and each ISO granted under this Plan
shall include such provisions and conditions as are necessary to qualify the
Option as an "incentive stock option" within the meaning of Section 422 of the
Code.

6.1.12 Determination of Value. For purposes of the Plan, the value of Common
Stock or other securities of the Company shall be determined as follows:

(i) If the stock of the Company is listed on any established stock
exchange or a national market system, including without
limitation the National Market System of the National
Association of Securities Dealers Automated Quotation System,
its fair market value shall be the closing sales price for
such stock or the closing bid if no sale was reported, as
quoted on such system or exchange (or the largest such exchange)
for the date the value is to be determined (or if there is no
sale for such date, then for the last preceding business day on
which there was at least one sale), as reported in the Wall
Street Journal.

(ii) If the stock of the Company is regularly quoted by a recognized
securities dealer but selling prices are not reported, its fair
market value shall be the mean between the high bid and low asked
prices for the stock on the date the value is to be determined
(or if there is no quoted price for the date of grant, then
for the last preceding business day on which there was a quoted
price).

(iii) If the stock of the Company is as described in Section 6.1.12(i)
or (ii), but is restricted by law, contract, market conditions,
or otherwise as to salability or transferability, its fair market
value shall be as set forth in Section 6.1.12(i) or (ii), as
appropriate, less, as determined by the Compensation Committee,
an appropriate discount, based on the nature and terms of the
restrictions.

(iv) In the absence of an established market for the stock, the fair
market value thereof shall be determined by the Compensation
Committee, with reference to the Company's net worth, prospective
earning power, dividend-paying capacity, and other relevant
factors, including the goodwill of the Company, the economic
outlook in the Company's industry, the Company's position in the
industry and its management, and the values of stock of other
corporations in the same or a similar line of business.

6.1.13 Option Term. No Option shall be exercisable more than ten years after
the date of grant, or such lesser period of time as set forth in the option
agreement (the end of the maximum exercise period stated in the option agreement
is referred to in this Plan as the "Expiration Date"). No ISO granted to any
person who owns, directly or by attribution, stock possessing more than ten
percent of the total combined voting power of all classes of stock of the
Company of any Affiliate (a "Ten Percent Stockholder") shall be exercisable more
than five (5) years after the date of grant.

6.1.14 Exercise Price. The exercise price of any Option granted to any Ten
Percent Stockholder shall in no event be less than one hundred and ten percent
(110%) of the fair market value (determined in accordance with Section 6.1.12)
of the stock covered by the Option at the time the Option is granted.

6.1.15 Compliance with Securities Laws. The Company shall not be obligated to
offer or sell any shares upon exercise of an Option unless the shares are at
that time effectively registered or exempt from registration under the federal
securities laws and the offer and sale of the shares are otherwise in compliance
with all applicable state and local securities laws. The Company shall have no
obligation to register the shares under the federal securities laws or take
whatever other steps may be necessary to enable the shares to be offered and
sold under federal or other securities laws. Upon exercising all or any portion
of an Option, an optionee may be required to furnish representations or
undertakings deemed appropriate by the Company to enable the offer and sale of
the Option shares or subsequent transfers of any interest in the shares to
comply with applicable securities laws. Stock certificates evidencing shares
acquired upon exercise of options shall bear any legend required by, or useful
for purposes of compliance with, applicable securities laws, this Plan, or the
option agreement evidencing the Option.

6.2 Terms and Conditions to Which Only NQOs Are Subject. Options granted
under this Plan which are designated as NQOs shall be subject to the following
additional terms and conditions:

6.2.1 Exercise Price. Except as set forth in Section 6.1.14, the exercise
price of a NQO shall not be less than eighty five percent (85%) of the fair
market value (determined in accordance with Section 6.1.12) of the stock subject
to the Option on the date of grant.

6.3 Terms and Conditions to Which Only ISOs Are Subject. Options granted
under this Plan which are designated as ISOs shall be subject to the following
additional terms and conditions:

6.3.1 Exercise Price. Except as set forth in Section 6.1.14, the exercise
price of an ISO shall be determined in accordance with the applicable provisions
of the Code and shall in no event be less than the fair market value (determined
in accordance with Section 6.1.12) of the stock covered by the Option at the
time the Option is granted.

6.3.2 Disqualifying Dispositions. If stock acquired upon exercise of an ISO
is disposed of in a "disqualifying disposition" within the meaning of Section
422 of the Code, the holder of the stock immediately before the disposition
shall notify the Company in writing of the date and terms of the disposition and
comply with any other requirements imposed by the Company in order to enable the
Company to secure any related income tax deduction to which it is entitled.

7. MANNER OF EXERCISE

7.1 Notice of Exercise. An optionee wishing to exercise an Option shall
give written notice to the Company at its principal executive office, to the
attention of the officer of the Company designated by the Compensation
Committee, accompanied by payment of the exercise price as provided in Section
6.1.6. The date the Company receives written notice of an exercise hereunder
accompanied by payment of the exercise price and, if required, by payment of any
federal or state withholding or employment taxes required to be withheld by
virtue of exercise of the Option will be considered as the date such Option was
exercised.

7.2 Issuance of Certificates. Promptly after receipt of written notice of
exercise of an Option, the Company shall, without stock issue or transfer taxes
to the optionee or other person entitled to exercise the Option, deliver to the
optionee or such other person a certificate or certificates for the requisite
number of shares of stock. Unless the Company specifies otherwise, an optionee
or transferee of an optionee shall not have any privileges as a shareholder with
respect to any stock covered by the Option until the date of issuance of a
stock certificate. Subject to Section 6.1.1 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the date the
certificates are delivered.

8. EMPLOYMENT RELATIONSHIP

Nothing in this Plan or any Option granted hereunder shall interfere with or
limit in any way the right of the Company or of any of its Affiliates to
terminate any optionee's employment at any time, nor confer upon any optionee
any right to continue in the employ of the Company or any of its Affiliates.

9. AMENDMENTS TO PLAN

The Board may amend this Plan at any time. Without the consent of an optionee,
no amendment may affect outstanding Options except to conform this Plan and ISOs
granted under this Plan to federal or other tax laws relating to incentive stock
options. No amendment shall require shareholder approval unless shareholder
approval is required to preserve incentive stock option treatment for tax
purposes or the Board otherwise concludes that shareholder approval is
advisable.

10. SHAREHOLDER APPROVAL: TERM

The Board of Directors of the Company adopted this Plan as of August 4, 2001 and
the Company's shareholders approved this Plan as of October 18, 2002. This Plan
shall terminate ten (10) years after initial adoption by the Board unless
terminated earlier by the Board. The Board may terminate this Plan without
shareholder approval. No Options shall be granted after termination of this
Plan, but termination shall not affect rights and obligations under then-
outstanding Options.

EXHIBIT B

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF HUMAN BIOSYSTEMS,
A CALIFORNIA CORPORATION

The undersigned, Harry Masuda and Paul Okimoto, hereby certify
that:

1. They are the duly elected and acting Chief Executive Officer and
Secretary respectfully of Human BioSystems, a California corporation (the
"Corporation").

2. The Articles of Incorporation of this Corporation are amended and
restated to read in full as follows:

ARTICLE I

The name of the corporation is Human BioSystems.

ARTICLE II

The purpose of the Corporation is to engage in any lawful act or activity for
which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

ARTICLE III

This Corporation is authorized to issue two classes of shares to be designated
respectively common stock ("Common Stock") and preferred stock ("Preferred
Stock"). The total number of shares of capital stock which the Corporation
shall have authority to issue is One Hundred Fifty million (150,000,000) shares,
of which One Hundred Forty-Five million (145,000,000) shares shall be Common
Stock, and Five million (5,000,000) shares shall be Preferred Stock. The Board
of Directors of the Corporation is hereby authorized to provide for the issue of
all or any of the shares of the Preferred Stock in one or more series, and to
fix the number of shares and to determine or alter, for each such series, such
powers, designations, preferences and relative participating, optional or other
rights and such qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions adopted by the Board of
Directors providing for the issue of such series and as may be permitted by the
General Corporation Law of the State of California.

ARTICLE IV

(A) The liability of the directors of this Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.

(B) This Corporation is authorized to indemnify agents of this Corporation,
including without limitation, directors and officers, whether by bylaw,
agreement or otherwise, to the fullest extent permissible under California Law,
and in excess of that expressly permitted by Section 317 of the California
Corporations Code.

3. The foregoing amendment has been approved by the Board of Directors of
this Corporation.

4. The foregoing amendment was approved by the holders of the requisite
number of shares of this Corporation in accordance with sections 902 and 903 of
the California General Corporation Law. The total number of outstanding shares
of each class entitled to vote with respect to the foregoing amendment was
28,272,271 shares of Common Stock. The number of shares voting in favor of the
foregoing amendment equal or exceeded the vote required, such required vote
being a majority of the outstanding shares of Common Stock.

IN WITNESS WHEREOF, the undersigned has executed this certificate on
____________, 2003.

Harry Masuda, Chief Executive Officer

Paul Okimoto, Secretary

Each of the undersigned certifies under penalty of perjury that he has read the
foregoing Amended and Restated Articles of Incorporation and knows the contents
thereof, and that the statements therein are true.

Executed at Palo Alto, California ___________, 2003.

- ------------
Harry Masuda

- ------------
Paul Okimoto

ANNUAL MEETING OF SHAREHOLDERS
of
HUMAN BIOSYSTEMS

September 26, 2003

- ------------------------------
PROXY VOTING INSTRUCTIONS
- ------------------------------

VOTING BY MAIL
- -------------------------

Please complete your voting selection, date, sign and mail your proxy card in
the envelope provided as soon as possible. You are encouraged to specify your
choices by marking the appropriate boxes, but you need not mark any box if you
wish to vote in accordance with the Board of Directors' recommendations.

Please Detach and Mail in the Envelope Provided
- --------------------------------------------------------------------------------

[X] Please mark your votes as in the example to the left using dark ink only.

FOR AGAINST ABSTAIN

1. Election of Directors Nominees: [_] [_] [_] Paul Okimoto

[_] [_] [_] Harry Masuda

[_] [_] [_] George Tsukuda

2. Proposal to approve the increase in the number of shares of common stock
reserved for issuance under the 2001 Stock Option Plan from 1,585,500 to
5,000,000 shares:

[_] [_] [_]

3. Proposal to amend the Human BioSystems' Articles of Incorporation to
increase the number of authorized shares of capital stock from 50,000,000 to
150,000,000: [_] [_] [_]

4. Proposal to ratify the selection of L.L. Bradford & Company, LLC as Human
BioSystems' independent auditors for the year ending December 31, 2003:

[_] [_] [_]

SIGNATURE(S)__________________________________ DATE: ________________

PRINT NAME(S) _________________________________

Note: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, partnership or other entity, please
sign in full entity name by authorized person.