OMNIBUS STOCKHOLDERS’ AGREEMENT
This OMNIBUS STOCKHOLDERS’ AGREEMENT (this “ Agreement ”) is made and entered into as
of October 24, 2003, by and among Arbios Technologies, Inc., a Delaware corporation (“ Arbios ”), Historical
Autographs U.S.A., Inc., a Nevada corporation (“ HAUSA ”), Spectrum Laboratories, Inc., a Delaware
corporation (“ Spectrum ”), Cedars-Sinai Medical Center, a California nonprofit public benefit corporation (the
“ Junior Preferred Investor ”), Achilles A. Demetriou, M.D., Ph.D. and Kristin P. Demetriou, as Trustees of
the A & K Demetriou Family Trust created on November 13, 2000 (collectively, “ Demetriou ”) and Jacek
Rozga, M.D., Ph.D. and Joanna Rozga (collectively, “ Rozga, ” and, collectively with Demetriou, the "
Founders "). Spectrum, the Junior Preferred Investor, and the Founders are sometimes collectively hereinafter
referred to as the " Holders ".
Arbios has entered into that certain Agreement and Plan of Reorganization (the “ Plan of
Reorganization ”), dated October 20, 2003, among Arbios, HAUSA, HAUSA Acquisition, Inc., a Nevada
corporation, Raymond J. Kuh and Cindy K. Swank, pursuant to which Arbios will merge with HAUSA
Acquisition, Inc. (the “ Merger ”). As a result of the Merger, each share of common stock of Arbios outstanding
immediately before the Merger will be converted into one share of common stock of HAUSA (the common
stock of HAUSA to be issued in the Merger is herein referred to as the “ Common Stock ”).
Arbios and the Holders are parties to that certain First Amended and Restated Stockholders’
Agreement, dated as of December 21, 2001 (the “ Existing Stockholders’ Agreement ”).
Arbios, the Founders and the Junior Preferred Investor are parties to that certain Investors’
Rights Agreement, dated as of June 29, 2001 (the “ Investors’ Rights Agreement ”).
As a result of the reorganization of Arbios’ ownership that will occur in the Merger, (i) Arbios
and the Holder