8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________________________________________

FORM 8-K/A
Amendment No. 3

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 7, 2009


HUMAN BIOSYSTEMS
(Exact name of registrant as specified in its charter)


California
(State or other jurisdiction of incorporation or organization)

0-28413 (Commission File Number)	77-0481056 (IRS Employer Identification No.)
10350 Mission Gorge Road, Santee, California (principal executive offices)	92069 (Zip Code)

(714) 724 3355
(Registrant’s telephone number, including area code)

1127 Harker Avenue, Palo Alto, California 94301

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

TABLE OF CONTENTS

EXPLANATORY NOTE

On April 8, 2009, we filed with the Securities and Exchange Commission a Current Report on Form 8-K.  On April 21, 2009, we filed with the Securities and Exchange Commission a Current Report on Form 8-K/A Amendment No. 1.  On May 7, 2009, we filed with the Securities and Exchange Commission a Current Report on Form 8-K/A Amendment No. 2.  This Amendment No. 3 to our Current Report on Form 8-K is being filed to report the closing of the Plan of Merger described in our earlier Current Reports referenced herein.The filing of this Form 8-K/A, Amendment No. 3, is not an admission that our Form 8-K, or our Form 8-K/A Amendment Nos. 1 and 2, when filed, knowingly included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading.

Except as described herein, no other changes have been made to our Current Report on Form 8-K or our Form 8-K/A Amendment Nos. 1 and 2.  We have not updated the disclosures in this Form 8-K/A, Amendment No. 3, to speak as of a later date or to reflect events which occurred at a later date, except as noted.

Item 1.01.

Entry into a Material Definitive Agreement.

See Item 2.01, below.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

On April 3, 2009 (the “Effective Date”), Human BioSystems, a California corporation (“Human BioSystems”), Human BioSystems Acquisition Company, a Nevada corporation (the “Subsidiary”), and San West, Inc., a Nevada corporation (“San West”) entered into a Plan and Agreement of Triangular Merger (the “Plan of Merger”).  On April 7, 2009, Human BioSystems filed an 8-K with respect to the Plan of Merger.  Included in the 8-K, was a copy of the Plan of Merger and a description of the Plan of Merger.  On May 7, 2009, we filed with the Securities and Exchange Commission a Current Report on Form 8-K/A Amendment No. 2.  This Current Report on Form 8-K, Amendment No. 3, is to report the closing of the Plan of Merger on June 5, 2009.

Accounting Treatment; Change of Control.  The Merger is being accounted for as a “reverse merger,” as the stockholders of San West own a majority of the outstanding shares of Human BioSystems Common Stock immediately following the Merger.  San West is deemed to be the acquirer in the reverse merger.  Consequently, the assets and liabilities and the historical operations of San West prior to the Merger will be reflected in the financial statements and will be recorded at the historical cost basis of San West.  Our consolidated financial statements after completion of the Merger will include the assets and liabilities of both Human BioSystems and San West, historical operations of San West and our Human BioSystems operations from the Effective Date of the Merger.  As a result of the issuance of the shares of our Human BioSystems Common Stock pursuant to the Merger, a change in control of Human BioSystems o ccurred on the Effective Date of the Merger.  Except as described herein, no arrangements or understandings exist among present or former controlling stockholders with respect to the election of members of our board of directors and, to our knowledge, no other arrangements exist that might result in a future change of control of Human BioSystems.  Human BioSystems, for the foreseeable future, will continue to be a “smaller reporting company,” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), following the Merger.

The Merger

On June 5, 2009, in accordance with the Plan of Merger, San West became a wholly-owned subsidiary of Human BioSystems through a merger with the Subsidiary, and the San West Stockholders received 3.16 shares of the Human BioSystems Common Stock for each issued and outstanding share of San West Common Stock.  As a result, at the Effective Date, in exchange for 100 percent of the outstanding capital stock of San West, the San West Stockholders received 13,079,264 shares of the Human BioSystems Common Stock, which represents approximately 72.26 percent of the Human BioSystems Common Stock following the Merger.  In addition, 817,454 shares of the Human BioSystems Common Stock were issued to Dutchess Advisors, LLC as a finders fee.

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On the Effective Date of the Merger, there were 3,995,541 shares of the Human BioSystems Common Stock outstanding owned by the Human BioSystems Stockholders who were not “affiliates” as defined in the Securities Act.  These 3,995,541 shares constituted the “public float” of Human BioSystems prior to the Merger and will continue to represent the only shares of the Human BioSystems Common Stock that are currently eligible for resale under Rule 144.

The shares of Human BioSystems Common Stock issued to the San West Stockholders in connection with the Merger were not registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and/or Regulation D promulgated under that section, which exempts transactions by an issuer not involving any public offering.  These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.  Certificates representing these shares contain a legend stating the same.

Prior to the Merger, there were no material relationships between Human BioSystems or San West, or any of their respective affiliates, directors or officers, or any associates of their respective officers or directors.

Changes Resulting from the Merger.  Human BioSystems intends to carry on the business of San West as our sole line of business.  Human BioSystems has relocated its principal executive offices to 10350 Mission Gorge Road, Santee, California 92069, and has a telephone number of (714) 724-3355.

We intend to change our name from Human BioSystems to San West, Inc. and to change our domicile from California to Nevada by means of a merger between Human BioSystems and San West as soon as possible.  San West will be the surviving corporation, and its articles of incorporation and bylaws in existence on the date of such merger will be our articles of incorporation and bylaws going forward.  Copies of the San West articles of incorporation and bylaws are attached to this Current Report as exhibits.

On the effective date of the merger between Human BioSystems and San West to change our domicile from California to Nevada, the separate existence of Human BioSystems will cease and San West as the surviving corporation will succeeded, without other transfer, to all the rights and properties of Human BioSystems and will be subject to all the debts and liabilities of Human BioSystems in the same manner as if San West had itself incurred them.  All rights of creditors and all liens upon the property of each constituent entity were preserved unimpaired, limited in lien to the property affected by such liens immediately prior to such merger.  However, as discussed more fully in this Current Report, all existing options, warrants, employment agreements, and certain other agreements between Human BioSystems and various parties will be terminated and San West will have no liability with respect thereto.  See “Description of Business ” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

In order to change our name from Human BioSystems to San West, Inc. and to change our domicile from California to Nevada we will need to prepare and send to our stockholders an Information Statement on Schedule 14C as required by the Exchange Act.  We anticipate the mailing of the Information Statement within the next 30 days.  In the meantime, we have filed an assumed name certificate to allow us to operate under the name of “San West, Inc.”

DESCRIPTION OF BUSINESS

Except as otherwise indicated by the context, references in this Current Report to “we,” “us,” “our,” the “company” or “San West” are to the business of San West, Inc.  Inasmuch as we intend to merge our wholly-owned subsidiary, San West, Inc., into Human BioSystems and change our state of incorporation to Nevada from California and our corporate name to San West, Inc. and cease all operations that were formerly conducted by Human BioSystems, the discussion of our business both past and future will be limited to San West, Inc., except where the context may refer to Human BioSystems in certain specific instances.  Further, as a condition of the Merger, all compensation and option agreements with the former officers and directors of Human BioSystems have been terminated.  However, we remain obligated to pay the debts of Human BioSystems reflected on its financial statements as of the date of the Merger.

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Change of Control

Effective as of June 5, 2009, a change in control of Human BioSystems occurred.  Prior to the Merger, San West was a privately-held company.  San West was incorporated on July 17, 2001 in the State of Nevada and is located at 10350 Mission Gorge Road, Santee, California 92069.

Business Overview

We design, manufacture, sell and repair off-road buggies, and additionally provide after market performance products and accessories for buggies.  Our products are sold both at our store and online while our buggy repair services are sold and fulfilled at our store.  Our goal is to address the growing demand for off-road vehicles while offering our customers the highest quality products at the most affordable and competitive prices, following up with customer care and support services.

Our plan of growth is to capitalize on the growth of the U.S. market for Chinese made off-road buggies and go karts, as well as to establish master dealer arrangements with leading brands, continue to expand our online sales and to leverage our equity to negotiate and acquire synergistic businesses.

Chinese manufacturers have taken the lead in production of the newest generation of off-road buggies and go karts that are being widely accepted by consumers in the United States resulting in a supply-demand issue in terms of quality repair shops capable of providing adequate support as well as in the development of modification kits and performance add-ons for them.  Our goal is to address this growing demand while offering our customers with the highest quality products at the most affordable and competitive prices, following up with excellent customer care and support services.

Our Industry

Off-road vehicles are a $13.5 billion market, according to the trade journal Off-Road Impact.  Off-road karting uses a four-wheeled powered vehicle designed for off-road use as opposed to the longer established activities of racing go karts used for racing on a paved road circuit.  Off-road karting is now a well established and popular activity with a burgeoning range of vehicles, options and adherents.

Just as the automobile is undergoing evolutionary changes, noticeably in the field of “off-road” use, the smaller recreational vehicles called “go karts” have spawned a new generation of vehicle for off-road use.  The origins of using a go kart sized vehicle for off-road use undoubtedly had many stages of development and claimants whose home-made vehicles were “the first” off-road go karts.  The first manufactured off-road go kart was from Honda who released in 1977 a vehicle they called the “Odyssey,” essentially an off-road go kart with a 250 cc two stroke engine, single seat, and a CVT automatic transmission.  The main differences to the traditional racing go kart were a bigger size of tires (giving greater ground clearance and off-road traction) and a roll cage.

The Odyssey proved to be a very popular vehicle and in 1985, Honda made major upgrades to the Odyssey and released the FL350.  Changes were an improved roll cage, 350 cc engine with electric starter, and a full front and back suspension system.  Then in late 1989, Honda released the FL 400.  In addition to the increased engine size (a liquid cooled 400 cc unit) it was available in an optional two side by side seating configuration and had its suspension improved to handle the extra load.  However, these modifications resulted in an expensive vehicle with disappointing sales which caused Honda to cease manufacture in 1990.

Although today these aging Honda units are still to be found and have an enthusiastic following, their main achievement was to create a pool of enthusiasts alerted to the possibilities of off-road small vehicle fun and keen to develop these possibilities.  Chinese manufacturers have taken the lead in the production of the newest generation of off-road buggies and go karts that are being widely accepted by U.S. consumers resulting in a supply-demand issue in terms of quality repair shops capable of providing adequate support as well as in the development of modification kits and performance add-ons for them.

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Our Business Plan

It is our plan to maximize the operating and financial performance of our dealerships by achieving certain efficiencies.  We believe this will enhance internal growth and profitability.  We believe that by consolidating these functions we will be able to reduce overall expenses, simplify dealership management, create economies of scale with leveraged buying power and provide a level of expertise that would otherwise be unavailable to each dealership individually.

Our Primary Service Outlet.  BuggyWorld.net, located in Santee, California, is our primary location to sell buggies, modification parts, and accessories for off-road buggies built in China for the U.S. market.  We currently utilize a “just-in-time” inventory system which reduces our overall inventory expense and risk.  We typically carry about six of each available kit in stock at the time.  Additional parts can typically be received within 24-hours if we are currently out of stock.  We ship all requested kits and products within 72 hours of each order.

Online Strategy.  We have established an online sales presence at www.merchantdirectdepot.com and through Amazon wherein we sell our own products and resell others through strategic partnerships.  We believe that online sales will continue to be an important component of our growth strategy in that the nature of the business provides for greater price elasticity and less inventory risk than is available in a brick-and-mortar environment.

However, we intend to expand our brick and mortar presence to four stores which we expect will position us to negotiate exclusive sales rights on a regional basis for several key brands.  We believe operating leverage through store expansion is critical to our success in securing competitive advantages in the market with leading brand names.

We currently own the rights to the following Internet domains:

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www.buggyworld.net;

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www.buggynation.com;

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www.theoffroadspot.com;

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www.bmxturbo.com;

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www.joynerturbo.com;

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www.roketaturbo.com;

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www.letzgoracingoffroadcenter.com; and

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www.letsgoracingoffroadcenter.com.

Acquisition Strategy.  In August 2008, we purchased Buggy World, Inc., located in Santee, California, and now our primary service outlet, for $613,202 which we believe is extremely synergistic to our core offerings.  Buggy World achieved revenue of $1.6 million in sales during 2007 and is particularly well-positioned for growth in the Southern California region, which is our core market as well.  The purchase price was raised through loans from our stockholders and a loan from Cambio Enterprises, Inc.  According to the terms of the sale, we purchased 100 percent of the outstanding shares of Buggy World, Inc., which included all of the assets listed on its books at the time of the sale.  Buggy World, Inc. continues to operate as our wholly-owned subsidiary.  The financial statements attached to this Current Report reflect the activity of San West, Inc. for the years ending December 31, 2008 and 2007 and Buggy World, Inc. for the period from August 15, 2008 through December 31, 2008.

As we acquire new dealerships, we intend to automate as many functions as we can to reduce overall expenses, simplify operations and dealer management and to create economies of scale with leveraged buying power as well as to provide a level of expertise that would otherwise be unavailable to each dealership individually.

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We have identified the following strategic components as integral to our overall success and profitability:

·

Sales and Service Effectiveness.  Consumers have become more sophisticated in evaluating and purchasing products, as a result of the wide-spread availability of the Internet and greater access to information, and, as a result, require a more comprehensive offering, as well as intelligent and informative presentations.

·

Competitive Workforce Development.  A significant portion of the compensation we pay to our sales staff is commission based.  We believe that commission-based compensation provides incentive for our salespersons to expend their greatest efforts to sell our products and services.  Since their compensation is directly related to our sales, our ability to hire successful salespersons is conditioned upon their belief that our dealerships will generate significant traffic necessary to maximize sales opportunities.

·

E-Commerce and Mail Order Opportunities.  We have developed e-commerce and mail order strategies for the sales of parts and accessories that are expected to expand our customer base outside of our dealership territories.  We believe that the expansion of our business, over the Internet and through mail order business, will assist us in the development of a national presence and create customer interest to visit one of our stores, as well as create additional opportunities for strategic business relationships with dealerships outside of the territories where our dealerships are located.

Our Products

We specialize in developing and marketing products and services for off-road enthusiasts.  We conduct our business primarily at our facilities in San Diego, California.  We believe that the ratio of online transactions to our total transactions will continue to increase as the Internet population grows

We offer the following products and services to our customers:

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Buggy sales;

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Buggy repair;

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Turbo kits;

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Suspension work kits;

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Tires;

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Rims;

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Shocks;

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Spindles; and

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Pistons.

In addition to product sales, we also provide servicing and repair services for the products we sell as a courtesy to our customers, and third-party products as well.  These services, which are provided by mechanics, include crash repairs (body work) and normal wear and tear installation and repairs such as brake replacement, repair of exhaust systems, shock absorber replacement, battery replacement, oil changes and tune-ups.  We do not have any plans to increase this part of our business, in the future, as we do not believe that servicing and repairs offers any opportunity for producing significant income for our business.

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Sales and Marketing

We plan to attend and present at industry tradeshows and also intend to market our products through television, radio, print and outdoor advertising.  Advertising costs will be funded primarily through cooperative advertising programs established by the manufacturers of the products.  Under these programs, most dealers have access to certain capital per unit sold during the previous year.  It is our strategy to acquire and use the maximum amount of advertising funds available to us.

Since our online store has been operated only since 2006, we currently do not have strong brand identity or brand loyalty.  We believe that establishing and maintaining brand identity and brand loyalty is critical to attracting customers to our online store and developing additional relationships with suppliers and securing contracts to directly ship our products.  In order to attract customers to our online store and respond to competitive pressures, we may be forced to spend substantial funds to create and maintain brand recognition among consumers and suppliers.  We believe that advertising rates and the cost of our advertising campaigns in particular, could increase substantially in the future.  If our branding efforts are not successful, our ability to earn revenues and sustain our operations will be harmed.

Promotion and enhancement of our online store will also depend on our success in consistently providing high-quality products to our customers.  Since we rely on suppliers to directly ship products purchased to our customers, if our suppliers do not ship quickly, or if our consumers do not perceive the products we offer as superior, the value of the our San West brand could be harmed.  Any brand impairment or dilution could decrease the attractiveness of San West to one or more of these groups, which could harm our business, results of operations and financial condition.

Supplier Relationships

We have cultivated and maintained good relationships with our kart and accessory suppliers.  We have a team of employees dedicated to enhancing our relationship with existing suppliers and develop relationships with prospective suppliers.

Competition

The off-road power sports retailing industry is highly competitive with respect to price, service, location and selection.  There are an estimated 4,000 retail stores throughout the United States.  We compete with numerous dealerships in each of our market segments, many of which are large and have significant financial and marketing resources.  We also compete with private market buyers and sellers of used off-road kart dealers that sell used karts and other power sports products, service center chains and independent shops for service and repair business.  Some of these businesses are capable of operating on smaller gross margins than those on which we are capable of operating because they have lower overhead and sales costs.

In many states, dealerships have an exclusive five to 10-mile franchised territory, similar to automobile dealerships.  While franchised territories can sometimes restrict market entry and subsequently market penetration; franchise restrictions can likewise provide protection from over-saturation.

The principal competitive factors include size of customer base, customer loyalty, product breadth, availability of service, pricing and brand recognition.

We believe that the following competitive strengths enable us to compete effectively and to capitalize on the growth of the off-road kart market in the U.S. and distinguish us from our competitors:

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Exclusivity for Key Brands.  In San Diego, California we have exclusive rights to sell key brands which limits direct competition to our core target consumer base.

·

Excellent Service Infrastructure.  We have the ability to service all makes and models including imports, which enables us to attract and expand our consumer service base and create potential for up-selling.

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·

Excellent Sales Force and Comprehensive Customer Service.  We place significant emphasis on technology, personnel and training to facilitate consistently superior customer service and support, which we believe is critical to our long-term success.

Intellectual Property

Our intellectual property rights include trademarks and Internet domain names, discussed above, associated with the names “Buggy Nation,” “Offroad Spot,” “BMS Turbo,” “JoynerTurbo,” “Roketaturbo,” “Letzgoracingoffroadcenter” and “Merchantdirectdepot” and copyright and other rights associated with our websites and other aspects of our business.

We regard our intellectual property as a factor contributing to our success going forward.  We rely on trademark and copyright law, trade secret protection, noncompetition and confidentiality agreements with our employees to protect our intellectual property rights.  We require our employees to keep confidential all information relating to our customers, methods, business and trade secrets during and after their employment with us.

In addition, we may depend on certain proprietary information such as sales data, strategies, customer lists, ideas, along with our management’s expertise in assessing potential investments, clients and marketing and other networking services, contracts and service agreements, and as such, our business depends on that proprietary information.  We believe we adequately safeguard this information.

We use the brand name San West Inc. on our online stores.  We do not own or license rights to the products we sell from our online store.  As a result, the products we resell or our brand name may infringe on the intellectual property rights of others, and our assertions of intellectual property rights may not be enforceable or provide protection against competitive products or otherwise be commercially valuable.  Moreover, enforcement of intellectual property rights typically requires time consuming and costly litigation.  It is always possible that others will independently develop substantially similar products.

Government Regulation

Our business is subject to federal, state and local laws, ordinances and regulations which establish various health and environmental quality standards, and liability related thereto, and provide penalties for violations of those standards.  Under certain laws and regulations, a current or previous owner or operator of real property may be liable for the costs of removal and remediation of hazardous or toxic substances or wastes on, under, in or emanating from such property.  Such laws typically impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances or wastes.  Certain laws, ordinances and regulations may impose liability on an owner or operator of real property where on-site contamination discharges into waters of the state, including groundwater.  Under certain other laws, generators of hazardous or toxic substances or wastes that send such s ubstances or wastes to disposal, recycling or treatment facilities may be liable for remediation of contamination at such facilities.  Other laws, ordinances and regulations govern the generation, handling, storage, transportation and disposal of hazardous and toxic substances or wastes, the operation and removal of underground storage tanks, the discharge of pollutants into surface waters and sewers, emissions of certain potentially harmful substances into the air and employee health and safety.

Business operations subject to such laws, ordinances and regulations include the use, handling and contracting for recycling or disposal of hazardous or toxic substances or wastes, including environmentally sensitive materials such as motor oil, waste motor oil and filters, transmission fluid, antifreeze, refrigerants, waste paint and lacquer thinner, batteries, solvents, lubricants, degreasing agents, gasoline and diesel fuels.  Our business is also subject to other laws, ordinances and regulations as the result of the past or present existence of underground storage tanks at our properties.  Certain laws and regulations, including those governing air emissions and underground storage tanks, have been amended so as to require compliance with new or more stringent standards as of future dates.  Compliance with new or more stringent laws or regulations, stricter interpretation of existing laws or the future discovery of environment al conditions may require additional expenditures on our part, some of which may be material.

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Employees

As of March 30, 2009, we had seven employees, all of whom are employed at our Santee, California dealership.  All of our employees were employed on a full-time basis including two executives, one salesperson, one administrative person, two service technicians and one clerical person.  We are not a party to a collective bargaining agreement with our employees and we believe that our relationship with our employees is satisfactory.

We do not currently anticipate that we will hire any additional employees in the next six months.  However, as our operations expand, we will need to employ the persons that we may need.  We do not feel that we would have any difficulty in locating needed help in Southern California.

From time-to-time, we anticipate that we will use the services of independent contractors and consultants to support our business development.  We believe our future success depends in large part upon the continued service of our senior management personnel and our ability to attract and retain highly qualified managerial personnel.

Properties

Our principal executive offices are located at 10350 Mission Gorge Road, Santee, California 92020, which is also the office and showroom for our San Diego dealership.  We lease this facility.  On August 12, 2008 we entered into a new lease for this facility, effective as of August 13, 2008 and continuing through July 31, 2013, at a rental rate of $13,500 per month.

Legal Proceedings

We are not engaged in any litigation, and we are unaware of any claims or complaints that could result in future litigation.  We will seek to minimize disputes with our customers but recognize the inevitability of legal action in today’s business environment as an unfortunate price of conducting business.

However, Human BioSystems is engaged in litigation as previously reported in its filings with the SEC.

RISK FACTORS

An investment in our common stock is speculative in nature, involves a high degree of risk, and should not be made by an investor who cannot bear the economic risk of its investment for an indefinite period of time and who cannot afford the loss of its entire investment.  Additional risks and uncertainties currently unknown to us or that we currently deem to be immaterial may also impair our business operations.  If we are unable to prevent events that have a negative effect from occurring, then our business may suffer, and you may lose all or part of your investment in our common stock.  You should carefully consider the following risk factors, as well as other information contained elsewhere in this Current Report, before making an investment.

Risks Relating to Our Business

We are a new company with a brief operating history.  We anticipate that we could lose money in the foreseeable future if we are not able to maintain profitable operations.

We were incorporated in Nevada in July 2001.  We have a brief operating history.  Until the third quarter of 2006, we had minimal operations.  We will encounter difficulties as an early stage company in the highly competitive market for online sales.  We could incur net losses in the foreseeable future if we are unable to anticipate market trends and match our product offerings to consumer buying patterns.  We do not offer a set line of products for sale in our online store, but constantly evaluate market trends and try to adjust our product offerings to meet consumer wants.  Our business strategy is unproven, and we may not be successful in addressing early stage challenges, such as establishing our position in the market and developing effective marketing of our products.  To implement our business plan, we will be required to obtain additional financing.  We have not yet located additional financing.

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Our prospects must be considered speculative, considering the risks, expenses, and difficulties frequently encountered in the establishment of a new business, specifically the risks inherent in developmental stage companies.  We expect to continue to incur significant operating and capital expenditures and, as a result, we expect significant net losses in the future.  It is possible that we will not be able to achieve profitable operations or, if profitability is achieved, that it will be maintained for any significant period, or at all.

Our auditors have stated we may not be able to stay in business.

Our auditors have issued a going concern opinion, which means that there is doubt that we can continue as an ongoing business for the next 12 months.  Unless we can raise additional capital, we may not be able to achieve our objectives and may have to suspend or cease operations.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We are a development stage company.

Since we have not realized revenues from our planned principal business purpose, we are considered to be in a development state in accordance with SFAS 7, Accounting and Reporting by Development State Enterprises.

We may not be successful in the implementation of our business strategy or our business strategy may not be successful, either of which will impede our development and growth.

Our business strategy involves identifying popular products that lend themselves for sale in our brick and mortar and our online stores, anticipating consumer trends in selecting products to sell from our online store, and developing our brand image with our target market.  Our ability to implement this business strategy is dependent on our ability to:

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Predict consumer buying habits;

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Identify and engage suppliers who will directly ship products;

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Maintain our online store;

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Establish brand recognition and customer loyalty; and

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Manage growth in administrative overhead costs during the initiation of our business efforts.

We do not know whether we will be able to continue successfully implementing our business strategy or whether our business strategy will ultimately be successful.  In assessing our ability to meet these challenges, a potential investor should take into account our lack of operating history and brand recognition, our management’s relative inexperience, the competitive conditions existing in our industry and general economic conditions and consumer discretionary spending habits.  Our growth is largely dependent on our ability to successfully implement our business strategy.  Our revenues may be adversely affected if we fail to implement our business strategy or if we divert resources to a business strategy that ultimately proves unsuccessful.

Our business is subject to the influence of the manufacturers of karts and buggies and the other power sports equipment we sell.

Our dealership and future anticipated dealerships operate pursuant to dealership agreements between each applicable manufacturer (or authorized distributor thereof) and the subsidiaries of the company that operate such dealerships, and we are dependent to a significant extent on our relationship with such manufacturers.  Manufacturers exercise a great degree of control over dealerships, and the dealership agreements provide for termination or non-renewal for a variety of causes.  Actions taken by manufacturers to exploit their superior bargaining position could have a material adverse effect on our business.

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We are dependent on the manufacturers of the products we sell.

The success of each of our dealerships is, in large part, dependent upon the overall success of the applicable manufacturers of our motorcycles and other power sports products.  Accordingly, our success is lined to the financial condition, management, marketing, production and distribution capabilities of these manufacturers.  Events, such as labor strikes, that may adversely affect a manufacturer, may also adversely affect our business.  Similarly, the delivery of products from manufacturers later than scheduled, which may occur particularly during periods of new product introductions, can lead to reduced sales during such periods.  Furthermore, any event that causes adverse publicity involving these manufacturers may have an adverse affect on our business regardless of whether such event directly involves any of our dealerships.

We have limited existing brand identity and customer loyalty; if we fail to market our brand to promote the product offerings in our online store, our business could suffer.

Since our online store has been operated only since 2006, we currently do not have strong brand identity or brand loyalty.  We believe that establishing and maintaining brand identity and brand loyalty is critical to attracting customers to our online store and developing additional relationships with suppliers and securing contracts with to directly ship our products.  In order to attract customers to our online store and respond to competitive pressures, we may be forced to spend substantial funds to create and maintain brand recognition among consumers and suppliers.  We believe that advertising rates and the cost of our advertising campaigns in particular, could increase substantially in the future.  If our branding efforts are not successful, our ability to earn revenues and sustain our operations will be harmed.

Promotion and enhancement of our online store will also depend on our success in consistently providing high-quality products to our customers.  Since we rely on suppliers to directly ship products purchased to our customers, if our suppliers do not ship quickly, or if our consumers do not perceive the products we offer as superior, the value of the our San West brand could be harmed.  Any brand impairment or dilution could decrease the attractiveness of San West to one or more of these groups, which could harm our business, results of operations and financial condition.

Product liability or other claims could harm our business and ability to operate profitably.

As resellers of products sold to the general public, we face the risk of product liability claims and unfavorable publicity if the use of our products causes injury or has other adverse effects.  We do not currently have product liability insurance; and coverage that we might have may be inadequate to cover all potential product claims.  In addition, in the event that we are able to obtain such insurance, we may not be able to maintain this insurance indefinitely or be able to avoid product liability exposure.

Our product offerings may not be accepted.

We constantly seek to modify our product offerings to match consumer buying trends.  As is typically the case evolving product offerings, anticipate of demand and market acceptance are subject to a high level of uncertainty.  The success of our product offerings primarily depends on the interest of consumers in purchasing our particular assortment of products, as to which we cannot assure you.  In general, achieving market acceptance for our products will require substantial marketing efforts and the expenditure of significant funds, the availability of which we cannot assure you, to create awareness and demand among consumers.

We have limited marketing experience, and have extremely limited financial, personnel and other resources to undertake extensive marketing activities.  Accordingly, no assurance can be given as to the acceptance of any of our products or our ability to generate the revenues necessary to remain in business.

We depend on third parties for supplying our products and shipping them directly to consumers.

We do not own or operate any manufacturing or storage facilities and we are currently dependent on third-party suppliers in other locations, including overseas.  Therefore, we are, and in the future will continue to be, dependent upon our suppliers to ship on a timely basis the products ordered by consumers from our online store.  We also rely on our suppliers to comply with any applicable safety standards and state and local regulatory requirements, if any, at competitive prices.

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Should our current suppliers be unable or unwilling in the future to meet our needs for any reason, we would have to find replacement product suppliers, and we cannot assure you that we would be able to do so, in default of which we would lose sales and marketing credibility as well as our ability to generate revenues.

Although we may own various intellectual property rights related to our online store, these rights may not provide us with any competitive advantage.

We use the brand name San West Inc. in our online stores.  We do not own or license rights to the products we sell from our online store.  It is possible that our brand name will infringe on the intellectual property rights of others, and that our assertions of intellectual property rights may not be enforceable or provide protection against competitive products or otherwise be commercially valuable.  Moreover, enforcement of intellectual property rights typically requires time consuming and costly litigation.  There is the possibility that others will independently develop substantially similar products.

Our inability to obtain sufficient financing will harm our development and growth strategy.

We will require substantial amounts of working capital to fund our business.  We currently anticipate that our available funds will be sufficient to meet our anticipated needs for working capital and capital expenditures through the next 12 months.  Our anticipation of the time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary as a result of a number of factors, including those described in these Risk Factors and elsewhere in this Current Report.  We are uncertain that additional financing will be available to us on favorable terms when required, or at all.  If we are unable to obtain sufficient additional capital when needed, we could be forced to alter our business strategy, delay or abandon some of our development plans.  Any of these events would harm our business, financial condition and results of operation.  In addition, if we raise additional funds through the issuance of equity, equity-linked or debt securities, such securities may have rights, preferences or privileges senior to those of the rights of our common stock and our stockholders may experience additional dilution.

Risks associated with our ability to manage expansion as a result of acquisitions.

The growth of our business depends in large part on our ability to manage expansion, control costs in our operations and consolidate dealership acquisitions into existing operations.  This strategy will entail reviewing and potentially reorganizing acquired dealership operations, corporate infrastructure and system and financial controls.  Unforeseen expenses, difficulties, complication and delays frequently encountered in connection with the rapid expansion of operations could inhibit our growth and adversely affect our financial condition, results of operations or cash flow.

Risks associated with our inability to identify suitable acquisition candidates.

We may be unable to identify acquisition candidates that would result in the most successful combinations or be unable to consummate acquisitions on acceptable terms.  The magnitude, timing and nature of future acquisitions will depend upon various factors, including the availability of suitable acquisition candidates, the negotiation of acceptable terms, our financial capabilities, the availability of skilled employees to manage acquired companies and general economic and business conditions.

We may be unable to obtain financing for the acquisitions that are available to us.

We are currently attempting to obtain financing for acquisition opportunities through equity investments which will result in material dilution to our existing stockholders.  We may be unable to obtain adequate financing for any acquisition, or that, if available, such financing will be on favorable terms.

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The power sports industry is subject to cyclical movements in the economy.

Sales of power sports products, historically have been cyclical, fluctuating with general economic cycles.  During economic downturns, this industry tends to experience similar periods of decline and recession in the same manner as the general economy.  We believe that the industry is influenced by general economic conditions and particularly by consumer confidence, the level of personal discretionary spending, interest rates and credit availability.  We believe that the downturn within the industry in 2007 and to date is attributable to the following factors: (i) higher interest rates and decreased access to credit, as consumers face more stringent requirements in order to obtain financing for purchases; (ii) rising food and energy costs, leaving consumers with less of their income for discretionary spending; and (iii) overall fears of unemployment.  There can be no assurance that the industry will not experience sustained p eriods of declining sales in the future, and that such decline in sales would not continue to have a material adverse effect on our operations.

We are dependent on foreign manufacturers, particularly from China, for our products.

A significant portion of the products sold by us, as well as the components and accessories for these products are of foreign origin, primarily from China.  Accordingly, we are subject to the import and export restrictions of various jurisdictions and are dependent to some extent on general economic conditions and political relations with these foreign countries, particularly China.  In the event of a severe downturn in the Chinese economy or problems in political or economic relations between the U.S. and China, such as, for example, disputes relating to import duties, subsidies, etc., our business could be materially adversely affected.

Our future financial results are uncertain and our operating results may fluctuate, due to, among other things, consumer trends, seasonal fluctuations and market demand.

As a result of our lack of operating history, it is difficult to accurately forecast our revenue and we have little historical financial data upon which to base planned operating expenses.  We base our current and future expense levels on our operating plans and estimates of future expenses.  Our expenses are dependent in large part upon expenses associated with our proposed marketing expenditures and related overhead expenses, and the costs of hiring and maintaining qualified personnel to carry out our respective services.  Sales and operating results are difficult to forecast because they will depend on the growth of our customer base, changes in customer demands based on seasonal fluctuations and consumer trends, the degree of utilization of our advertising services as well as the mix of products and services sold.  As a result, we may be unable to make accurate financial forecasts and adjust our spending in a timely manne r to compensate for any unexpected revenue shortfall.  This inability could cause our net losses in a given quarter to be greater than expected.

Our success depends on our ability to attract and retain high quality management and employees.

We face significant competition in the recruitment of qualified employees.  We also rely on the services of independent contractors for marketing and sales.  Our business may suffer if we are unable to recruit or retain a sufficient number of qualified employees, the costs of employee compensation or benefits increase substantially or the costs of outsourcing certain tasks to third party providers increase substantially.  In addition, we will likely expend resources in training new employees and should we experience a high turnover during the course of our business, we may incur additional recruiting and training costs and our business may suffer.

Our officers and directors are engaged in other activities that could have conflicts with our business interests.

The potential for conflicts of interest exists among San West and affiliated persons for future business opportunities that may not be presented to us.  Our officers and directors may engage in other activities.  Our officers and directors may have conflicts of interests in allocating time, services, and functions between the other business ventures in which those persons may be or become involved.  Our officers and directors, however, believe that we will have sufficient staff, consultants, employees, agents, contractors, and managers to adequately conduct our business.

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Risks Related to Our Common Stock

You may be unable to sell your common stock at or above your purchase price, which may result in substantial losses to you.

The following factors may add to the volatility in the price of our common stock: actual or anticipated variations in our quarterly or annual operating results; government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures; our capital commitments; and additions or departures of our key personnel.  Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance.  We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain its price of $0.15 per share on the date of this Current Report, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

The former San West Stockholders currently own approximately 80 percent of our voting stock, in the aggregate, and, as a result, will have significant influence over stockholder decisions.

The former San West Stockholders presently control the right to vote more than 80 percent of all of our issued and outstanding common stock.  As a result of such ownership concentration, the stockholders will have significant influence over the management and affairs of our business, and will also exert considerable, ongoing influence over matters subject to stockholder approval, including the election of directors and significant corporate transactions, such as a merger, sale of assets or other business combination or sale of our business.  This concentration of ownership may have the effect of delaying, deferring, or preventing a change in control, impeding a merger, consolidation, takeover or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our business, even if such a transaction would benefit other stockholders.

The elimination of monetary liability against our directors under our articles of incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures and may discourage lawsuits against our directors, officers and employees.

Our articles of incorporation contain provisions that eliminate the liability of our directors for monetary damages to San West and our stockholders.  Our bylaws also require us to indemnify our officers and directors.  We may also have contractual indemnification obligations under our agreements with our directors, officers and employees.  The foregoing indemnification obligations could result in San West incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees, which we may be unable to recoup.  These provisions and resultant costs may also discourage San West from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors, officers and employees, even though such act ions, if successful, might otherwise benefit us and our stockholders.

Anti-takeover provisions may impede the acquisition of San West.

Certain provisions of the Nevada Revised Statutes have anti-takeover effects and may inhibit a non-negotiated merger or other business combination.  These provisions are intended to encourage any person interested in acquiring San West to negotiate with, and to obtain the approval of, our board of directors in connection with such a transaction.  As a result, certain of these provisions may discourage a future acquisition of San West, including an acquisition in which the stockholders might otherwise receive a premium for their shares.

Our common stock is subject to the “penny stock” rules of the Securities and Exchange Commission, and the trading market in our common stock is limited, which makes transactions in our stock cumbersome and may reduce the investment value of our stock.

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Our shares of common stock are “penny stocks” because they are not registered on a national securities exchange or listed on an automated quotation system sponsored by a registered national securities association, pursuant to Rule 3a51-1(a) under the Exchange Act.  For any transaction involving a penny stock, unless exempt, the rules require:

·

That a broker or dealer approves a person’s account for transactions in penny stocks; and

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That the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market, which, in highlight form:

·

Sets forth the basis on which the broker or dealer made the suitability determination; and

·

That the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules.  This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.  Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Stockholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.  Such patterns include:

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Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

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Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

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Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons;

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Excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and

·

The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

The occurrence of these patterns or practices could increase the volatility of our share price.  Although we do not expect to be in a position to dictate the behavior of the market or broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our stock.

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We may incur significant costs to ensure compliance with U.S. corporate governance and accounting requirements.

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the United States Securities and Exchange Commission (the “SEC”).  We expect all of these applicable rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly.  We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.  As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of direct ors or as executive officers.  We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

We may be required to raise additional financing by issuing new securities with terms or rights superior to those of our shares of common stock, which could adversely affect the market price of our shares of common stock.

We may require additional financing to fund future operations, including expansion in current and new markets, programming development and acquisition, capital costs and the costs of any necessary implementation of technological innovations or alternative technologies.  We may not be able to obtain financing on favorable terms, if at all.  If we raise additional funds by issuing equity securities, the percentage ownership of our current stockholders will be reduced, and the holders of the new equity securities may have rights superior to those of the holders of shares of common stock, which could adversely affect the market price and the voting power of shares of our common stock.  If we raise additional funds by issuing debt securities, the holders of these debt securities would similarly have some rights senior to those of the holders of shares of common stock, and the terms of these debt securities could impose re strictions on operations and create a significant interest expense for us.

We may have difficulty raising necessary capital to fund operations as a result of market price volatility for our shares of common stock.

In recent years, the securities markets in the United States have experienced a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values or prospects of such companies.  For these reasons, our shares of common stock can also be expected to be subject to volatility resulting from purely market forces over which we will have no control.  If our business development plans are successful, we may require additional financing to continue to develop and exploit existing and new technologies and to expand into new markets.  The exploitation of our technologies may, therefore, be dependent upon our ability to obtain financing through debt and equity or other means.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In this Current Report, we make a number of statements, referred to as “forward-looking statements” which are intended to convey our expectations or predictions regarding the occurrence of possible future events or the existence of trends and factors that may impact our future plans and operating results.  We note, however, that these forward-looking statements are derived, in part, from various assumptions and analyses we have made in the context of our current business plan and information currently available to us and in light of our experience and perceptions of historical trends, current conditions and expected future developments and other factors we believe to be appropriate in the circumstances.

You can generally identify forward-looking statements through words and phrases such as “seek,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “budget,” “project,” “may be,” “may continue,” “may likely result,” and similar expressions.  When reading any forward-looking statement you should remain mindful that all forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of San West, and that actual results or developments may vary substantially from those expected as expressed in or implied by that statement for a number of reasons or factors, including those relating to:

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Whether or not markets for our products develop and, if they do develop, the pace at which they develop;

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Our ability to attract and retain the qualified personnel to implement our growth strategies;

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Our ability to fund our short-term and long-term financing needs;

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Competitive factors;

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General economic conditions;

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Changes in our business plan and corporate strategies; and

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Other risks and uncertainties discussed in greater detail in the sections of this Current Report, including those captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Each forward-looking statement should be read in context with, and with an understanding of, the various other disclosures concerning San West and our business made elsewhere in this Current Report as well as other pubic reports filed with the SEC.  You should not place undue reliance on any forward-looking statement as a prediction of actual results or developments.  We are not obligated to update or revise any forward-looking statement contained in this Current Report to reflect new events or circumstances unless and to the extent required by applicable law.

MANAGEMENT

Directors and Executive Officers

Our directors and executive officers are:

Name	Age	Position(s)	Position(s) Held Since
Frank J. Drechsler	42	Chief Executive Officer and Chairman of the Board	2009
Bryan Britton	48	Chief Financial Officer and Director	2009
Todd M. Pritcher	38	Secretary	2009

The members of our board of directors are subject to change from time to time by the vote of the stockholders at special or annual meetings to elect directors.  The number of the directors may be fixed from time to time by resolution duly passed by our board.  Our board has fixed the number of our directors at two.  At present we have two directors.

Each director will hold office for the term for which elected and until his successor is elected and qualified or until his earlier death, resignation or removal.  Vacancies and newly created directorships resulting from any increase in the number of authorized directors may generally be filled by a majority of the directors then remaining in office.  The directors elect officers annually.  There are no family relationships among our directors and officers.

We may employ additional management personnel, as our board of directors deems necessary.  We have not identified or reached an agreement or understanding with any other individuals to serve in management positions, but do not anticipate any problem in employing qualified staff.

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A description of the business experience during the past several years for our directors and executive officer is set forth below.

Frank J. Drechsler has been our chief executive officer, president, treasurer and one of our directors since our inception, and served as our corporate secretary until July 2005.  Since 2002, Mr. Drechsler has been an officer and director of Krinner USA, Inc., a privately-held Nevada corporation (“Krinner”) which markets and sells Christmas tree stands designed in Germany.  Mr. Drechsler also works as a sales agent for Krinner but receives no compensation from Krinner when its products are sold on our online store.  Since July 2001, Mr. Drechsler has also been the president, secretary and a director of Finger Tip Drive, Inc., a Nevada corporation, which provides online computer data storage services.  From October 1998 to May 2001, Mr. Drechsler was the president and a director of Pacific Trading Post, Inc., a Nevada corporation, which marketed and sold products on the Internet within the outdoor sports industries, specifically in the areas of skate, surf and snow.  In January 1998, Mr. Drechsler co-founded and developed the business model for skatesurfsnow.com, where he was responsible for the day-to-day operations.  During 1997, Mr. Drechsler was self-employed as a consultant and helped start up companies develop sales and marketing programs.  From 1995 to December 1996, Mr. Drechsler was the international sales manager for Select Distribution.

Mr. Drechsler graduated from California State University, Fullerton with a Bachelor of Science degree in International Business in 1992.  Mr. Drechsler was previously an officer and director of Zowcom, Inc. a Nevada corporation, JPAL, Inc., a Nevada corporation, and Expressions Graphics, Inc., a Nevada corporation, all of which are reporting companies.  Mr. Drechsler is not an officer or director of any other reporting company.

Bryan Britton has been our chief financial officer since June 2009.  Mr. Britton co-founded LGR with our chief executive officer and president, Frank J. Drechsler, on August 12, 2008.  Between August 2004 and June 2007, Mr. Britton worked to develop aftermarket turbo kits, king shocks and other high performance accessories for the imported market.  In August 2004, Mr. Britton founded Letz Go Racing Off-Road Center in Lake Havasu City, Arizona, strictly importing off-road mini buggies, and managing operations.  In June 1980, Mr. Britton founded Britton’s Unique Auto Service, Inc., d.b.a. Britton’s Automotive Group in Huntington Beach, California.  Mr. Britton graduated with a master degree in all phases of automotive, service, repair and diagnosis from the Arizona Automotive Institute in Glendale, Arizona in 1979.  He also holds a master ASE certification.

Todd M. Pritcher has been our secretary since June 2007.  He also currently serves as Chairman of the Board of Superclick since October 2003.  Mr. Pritcher is also Managing Director of Comprehensive Communications, a professional services and business consulting firm.  Mr. Pritcher has also served in the Executive Management in an interim capacity for 4Dcard, Inc. from March 2002 through July 2003.  Mr. Pritcher has several years experience in investment banking, business consulting and equity research, serving as Director of Equity Research at Equity Securities in Golden Valley, Minnesota, and several other regional investment banking firms.  Mr. Pritcher has B.A. in Philosophy from the University of California at Berkeley and has attended graduate school at the University of California at Santa Barbara and Claremont Graduate School.

Committees of the Board

We do not currently have an Audit, Executive, Finance, Compensation, or Nominating Committee, or any other committee of the board of directors.  However, we have adopted charters for these committees, in the event that we elect to implement them.  Copies of the charters for each proposed committee are attached to this Current Report as exhibits.

The responsibilities of these committees are fulfilled by our board of directors and all of our directors participate in such responsibilities, none of whom is “independent” as defined under Rule 4200(a)(15) of the NASD’s listing standards described below, as our financial constraints have made it extremely difficult to attract and retain qualified independent board members.  In addition, we do not currently have an “audit committee financial expert” as such term is defined in the Securities Act.  Since we do not have any of the subject committees, our entire board of directors participates in all of the considerations with respect to our audit, compensation and nomination deliberations.

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Rule 4200(a)(15) of the NASD’s listing standards defines an “independent director” as a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  The following persons shall not be considered independent:

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A director who is, or at any time during the past three years was, employed by the company;

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A director who accepted or who has a Family Member who accepted any compensation from the company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following: (i) compensation for board or board committee service; (ii) compensation paid to a Family Member who is an employee (other than as an executive officer) of the company; or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation.  Provided, however, that in addition to the requirements contained in this paragraph, audit committee members are also subject to additional, more stringent requirements under Rule 4350(d).

·

A director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer;

·

A director who is, or has a Family Member who is, a partner in, or a controlling stockholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed five percent of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the company’s securities; or (ii) payments under non-discretionary charitable contribution matching programs.

·

A director of the issuer who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the issuer serve on the compensation committee of such other entity; or

·

A director who is, or has a Family Member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit at any time during any of the past three years.

We hope to add qualified independent members of our board of directors at a later date, depending upon our ability to reach and maintain financial stability.

Audit Committee

The entire board of directors performs the functions of an audit committee, but no written charter governs the actions of the board when performing the functions of what would generally be performed by an audit committee.  The board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting.  In addition, the board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.

Nomination Committee

Our size and the size of our board, at this time, do not require a separate nominating committee.

When evaluating director nominees, our directors consider the following factors:

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The appropriate size of our board of directors;

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·

Our needs with respect to the particular talents and experience of our directors;

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The knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the board;

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Experience in political affairs;

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Experience with accounting rules and practices; and

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The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new board members.

Our goal is to assemble a board that brings together a variety of perspectives and skills derived from high quality business and professional experience.  In doing so, the board will also consider candidates with appropriate non-business backgrounds.

Other than the foregoing, there are no stated minimum criteria for director nominees, although the board may also consider such other factors as it may deem are in our best interests as well as our stockholders.  In addition, the board identifies nominees by first evaluating the current members of the board willing to continue in service.  Current members of the board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination.  If any member of the board does not wish to continue in service or if the board decides not to re-nominate a member for re-election, the board then identifies the desired skills and experience of a new nominee in light of the criteria above.  Current members of the board are polled for suggestions as to individuals meeting the criteria described above.  The board may also engage in research to identify qualified individu als.  To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary.  The board does not typically consider stockholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.

Code of Ethics

We have adopted a Code of Ethics that applies to all of our employees and directors and a Code of Ethics for Senior Executive Officers and Senior Financial Officers that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions, copies of which have been filed with this Current Report.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than five percent of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.

The following describes transactions, in addition to the employment and consulting agreements described above, to which Human BioSystems was a party and in which any of our directors, officers, or significant stockholders, or members of the immediate family of any of the foregoing persons, had or has a direct or indirect material interest.

We purchased the patents for a disposable vaginal disease test product titled 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 five percent 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 sha re, and the remaining royalties to be paid to Mr. Okimoto, if any, are to be paid in cash.  This agreement has been terminated, pursuant to the Plan and Agreement of Triangular Merger discussed above.

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Environmental BioMass Energy, Inc. Transactions

In March 2007, Human BioSystems entered into a loan agreement with Dr. Larry McCleary, a member of the board of directors of Human BioSystems.  Dr. McCleary agreed to loan Human BioSystems the sum of $500,000 for a term of two years from March 21, 2007, with a closing cost of $1,717.95 to be added into the first month’s interest payment.  The loan provided for interest at the rate of 9.25 percent per annum and provided for interest-only monthly payments with a balloon payment at the end of the term for the principal amount.  Human BioSystems issued 100,000 shares of its restricted common stock and warrants to purchase 900,000 shares of its common stock valued at $30,000 to the Dr. McCleary for loan fees.

In February, 2008, Human BioSystems entered into an agreement to restructure the loan agreement with Dr. McCleary to transfer $300,000 of the original principal loan amount to a return formula from the its Corcoran project and maintain $200,000 under the original terms of the loan agreement.  Dr. McCleary agreed to accept 2.1 million shares of Human BioSystems common stock as payment of interest owed to him through March, 2008 valued at approximately $27,000.

In April, 2008, Human BioSystems entered into an addendum to the loan re-structuring agreement signed in February of 2008 that increased the shares to be issued under the addendum from 2,100,000 to 2,500,000 shares of Human BioSystems common stock to offset interest beyond March, 2008 until the value of the shares applied to the interest is consumed.  The value of the 400,000 additional shares was $4,000.  The 2.5 million shares were issued on April 25, 2008.  In November 2008, Dr. McCleary agreed to convert the total loan and investment amount of $500,000 to shares of Environmental BioMass Energy, Inc. out of the shares owned by Human BioSystems.  2,000,000 shares of Environmental BioMass Energy common stock were issued to Dr. McCleary out of the shares owned by Human BioSystems.

In January 2008, Human BioSystems entered into an investment agreement with Dr. David Winter, one of its officers.  Dr. Winter agreed to invest $100,000 in Human BioSystems in exchange for a return on investment formula.  The original investment was to be returned upon Human BioSystems receiving distribution from its proposed ownership of a waste to energy project being formalized at that time.  An additional aggregate of three times the original investment was to be paid by Human BioSystems from future distributions to Human BioSystems from operations.  Human BioSystems was to reserve 20 percent of distributions received by Human BioSystems from the waste to energy project for this purpose.

In November 2008, Human BioSystems received an additional loan in the amount of $10,000 from Dr. Winter.  He agreed to convert this loan amount of $10,000 and the $100,000 invested under the agreement made in November 2008 to common shares of Environmental BioMass Energy, Inc. owned by Human BioSystems. 440,000 shares of Environmental BioMass Energy were issued to the Dr. Winter out of the shares owned by Human BioSystems.

The agreements between Dr. McCleary and Dr. Winter with Human BioSystems shall be assumed by third parties pursuant to Attachment E to the Plan and Agreement of Triangular Merger discussed above.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the SEC.  Such persons are also required to furnish us with copies of all forms so filed.

21

Based solely upon a review of copies of such forms filed on Forms 3, 4, and 5, we are not aware of any persons who during the year ended December 31, 2008, were directors, officers, or beneficial owners of more than 10 percent of our common stock, and who failed to file, on a timely basis, reports required by Section 16(a) of the Exchange Act during such fiscal year.

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of the date of this Current Report, information concerning ownership of our securities by:

·

Each person who owns beneficially more than five percent of the outstanding shares of our common stock;

·

Each director;

·

Each named executive officer; and

·

All directors and officers as a group.

Name and Address of Beneficial Owner (1)	Common Stock Beneficially Owned (2) Number  Percent
Frank J. Drechsler (3)	6,002,356	33.16
Bryan Britton (4)	1,000,000	5.52
Todd M. Pritcher (5)	-0-	-0-
All directors and officers as a group (2 persons)	7,002,356	38.68
Vladimir Cood	2,460,000	13.59
Steven Warfield	1,200,000	6.63

(1)

Unless otherwise indicated, the address for each of these stockholders is c/o San West, Inc., 10350 Mission Gorge Road, Santee, California 92069.  Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to his shares of our common stock beneficially owned.

(2)

Beneficial ownership is determined in accordance with the rules of the SEC.  For purposes of calculating the percentage beneficially owned, the number of shares of our common stock deemed outstanding is 18,099,705 as of June 5, 2009.

(3)

Mr. Drechsler is our chairman and chief executive officer.

(4)

Mr. Britton is our chief financial officer.

(5)

Mr. Pritcher is our secretary.

As indicated in the table above, our executive officers and directors beneficially own, in the aggregate, 38.68 percent of our outstanding common stock.  As a result these stockholders may, as a practical matter, be able to influence all matters requiring stockholder approval including the election of directors, merger or consolidation and the sale of all or substantially all of our assets.  This concentration of ownership may delay, deter or prevent acts that would result in a change of control, which in turn could reduce the market price of our common stock.

Other than as stated herein, there are no arrangements or understandings, known to us, including any pledge by any person of our securities:

·

The operation of which may at a subsequent date result in a change in control of San West; or

·

With respect to the election of directors or other matters.

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DESCRIPTION OF SECURITIES

As stated above, we intend to change our name from Human BioSystems to San West, Inc. and to change our domicile from California to Nevada by means of a merger between Human BioSystems and San West as soon as possible.  San West will be the surviving corporation, and its articles of incorporation and bylaws in existence on the date of such merger will be our articles of incorporation and bylaws going forward.  Copies of the San West articles of incorporation and bylaws are attached to his Current Report as exhibits.  The discussion following with respect to our capital stock pertains to San West following the merger of Human BioSystems into San West.  Consequently, the authorized capital stock of San West following the merger with Human BioSystems to change our name and our domicile from California to Nevada will consist of 400,000,000 shares of common stock, par value $0.001 per share,  18,099,705 shares of which will b e issued and outstanding, and 50,000,000 shares of preferred stock, par value $0.001 per share, none of which will be issued or outstanding.

Common Stock

The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of our stockholders, including the election of directors.  Our stockholders do not have cumulative voting rights.  Subject to preferences that may be applicable to any then outstanding series of our preferred stock, holders of our common stock are entitled to receive ratably dividends, if any, as may be declared by our board of directors out of legally available funds.  Upon our liquidation, dissolution, or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to our stockholders after the payment of all our debts and other liabilities, subject to the prior rights of any series of our preferred stock then outstanding.  The holders of our common stock have no preemptive or conversion rights or other subscription rights and there ar e no redemption or sinking fund provisions applicable to our common stock.  All outstanding shares of our common stock are fully paid and nonassessable.

Preferred Stock

Our board of directors has the authority, without further action by our stockholders, to provide for the issuance of shares of our preferred stock in one or more series and to fix the number of shares, designations, preferences, powers and relative, participating, optional or other special rights and the qualifications or restrictions on the rights.  The holders of our preferred stock do not have any cumulative voting rights or preemptive or subscription rights by virtue of their ownership of our preferred stock.  The preferences, powers, rights and restrictions of different series of our preferred stock may vary with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions, purchase funds, and other matters.  The issuance of a series of our preferred stock could decrease the amount of earnings and assets available for distribution to holders of our common stock or affect adversely the rights and powers, including voting rights, of the holders of our common stock.  Likewise, any issuance may have the effect of delaying, deferring or preventing a change in control of San West.

Transfer Agent

The transfer agent of our common stock is First American Stock Transfer, Inc., 4747 7^th Street, Suite 170, Phoenix, Arizona 85014, telephone (602) 485-1346, and facsimile (602) 485-4091.

CERTAIN PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS

General

As stated above, we intend to change our name from Human BioSystems to San West, Inc. and to change our domicile from California to Nevada by means of a merger between Human BioSystems and San West as soon as possible.  San West will be the surviving corporation, and its articles of incorporation and bylaws in existence on the date of such merger will be our articles of incorporation and bylaws going forward.  Copies of the San West articles of incorporation and bylaws are attached to his Current Report as exhibits.  The discussion following with respect to our capital stock pertains to San West following the merger of Human BioSystems into San West.

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Provisions of our articles of incorporation and bylaws concern matters of corporate governance and the rights of our stockholders, such as the ability of our board of directors to issue shares of our common and preferred stock and to set the voting rights, preferences, and other terms of our preferred stock without further stockholder action.  These provisions could also delay or frustrate the removal of incumbent directors or the assumption of control of our board of directors by our stockholders, and may be deemed to discourage takeover attempts, mergers, tender offers, or proxy contests not first approved by our board of directors, which some stockholders may deem to be in their best interests.

Board of Directors

The business and affairs of San West are managed under the direction of our board of directors, which currently consists of two members.  The number of directors may be fixed and may be altered from time to time by the board of directors.

Newly created directorships resulting from any increase in the number of directors and any vacancies on our board of directors resulting from death, resignation, disqualification, removal or other causes shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the board of directors.  Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term for which the new directorship was created or the vacancy occurred and until the director’s successor shall have been elected and qualified or until his earlier death, resignation, or removal.  No decrease in the number of directors constituting the board of directors shall shorten the term of any incumbent director.

Whenever the holders of any class or series of our capital stock are entitled to elect one or more directors under any resolution or resolutions of our board of directors designating a series of our preferred stock, vacancies and newly created directorships of a class or series may be filled by a majority of the directors then in office elected by the applicable class or series, by a sole remaining director so elected, or by the unanimous written consent, or the affirmative vote of a majority of the outstanding shares of the class or series entitled to elect the directors.

Subject to any rights of the holders of preferred stock to elect directors as a class, a director may be removed only for cause and only by the affirmative vote of the holders of a majority of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class.

Meetings of Stockholders

Except as otherwise required by law and subject to the rights of the holders of the preferred stock, special meetings of stockholders may be called only by:

·

Our chairman of the board.

·

Our chief executive officer.

·

Our president.

·

The holders of at least 10 percent of all the shares entitled to vote at the proposed meeting.

·

The board of directors pursuant to a duly authorized resolution.

Special stockholder meetings may not be called by any other person or in any other manner.  Our bylaws provide that only those matters set forth in the notice of the special meeting may be considered or acted upon at the special meeting.

The next annual meeting of our stockholders will be held in 2009, on a date and at a place and time designated by our board of directors.

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Limitation of Liability

Our articles of incorporation provide that any director or officer of San West shall not be personally liable to us or our stockholders for damages as a result of any act or failure to act in his capacity as a director or officer; provided, however, the provision shall not eliminate or limit the liability of a director or officer:

·

If it is proven that his act or failure to act constituted a breach of his fiduciary duties and such breach involved intentional misconduct, fraud or a knowing violation of law, or

·

Under the Nevada Revised Statutes.

Indemnification.  Our articles of incorporation provide that San West may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of San West, by reason of the fact that he is or was a director, officer, employee or agent of San West, or is or was serving at the request of San West as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:

·

Is not liable pursuant to Section 78.138 of the NRS; or

·

Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of San West, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to Section 78.138 of the NRS or did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of San West, or that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to San West or for amounts paid in settlement to San West, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the courts deem proper.

Determination of Discretionary Indemnification.  Any discretionary indemnification pursuant to our articles of incorporation, unless ordered by a court or advanced pursuant to our articles of incorporation , may be made by San West only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances.  The determination must be made:

·

By the stockholders;

·

By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

·

If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or

·

If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

25

The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by San West as they are incurred in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by San West.

Mandatory Indemnification.  To the extent that a director, officer, employee or agent of San West has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in our articles of incorporation, or in defense of any claim, issue or matter therein, San West shall indemnify him against expenses, including attorneys’ fees actually and reasonably incurred by him in connection with the defense.

Non-Exclusivity.  The indemnification and advancement of expenses authorized in or ordered by a court pursuant to our articles of incorporation:

·

Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to our articles of incorporation, or for the advancement of expenses made pursuant to our articles of incorporation may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.

·

Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of any such person.

Insurance.  San West may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of San West, or is or was serving at the request of San West as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not San West has the authority to indemnify him against such liability expenses.

Amendment of Bylaws

Under our articles of incorporation, our bylaws may be amended by our board of directors or by the affirmative vote of the holders of at least a majority of the combined voting power of the outstanding shares of our capital stock then outstanding and entitled to vote, voting together as a single class.

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

Our articles of incorporation permit us to limit the liability of our directors to the fullest extent permitted under the Nevada Revised Statutes.  As permitted by the Nevada Revised Statutes, our bylaws and articles of incorporation also include provisions that eliminate the personal liability of each of our officers and directors for any obligations arising out of any acts or conduct of such officer or director performed for or on behalf of San West.  To the fullest extent allowed by the Nevada Revised Statutes, we will defend, indemnify and hold harmless our directors or officers from and against any and all claims, judgments and liabilities to which each director or officer becomes subject to in connection with the performance of his duties and will reimburse each such director or officer for all legal and other expenses reasonably incurred in connection with any such claim of liability.  However, we will not indemnify any off icer or director against, or reimburse for, any expense incurred in connection with any claim or liability arising out of the officer’s or director’s own negligence or misconduct in the performance of duty.

The provisions of our bylaws and articles of incorporation regarding indemnification are not exclusive of any other right we have to indemnify or reimburse our officers or directors in any proper case, even if not specifically provided for in our articles of incorporation or bylaws.

We believe that the indemnity provisions contained in our bylaws and the limitation of liability provisions contained in our articles of incorporation are necessary to attract and retain qualified persons for these positions.  Other than as disclosed in “Description of Business – Legal Proceedings” in this Current Report, no pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.

26

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

MARKET PRICE OF AND DIVIDENDS ON
THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock has been traded on the OTCBB since May 18, 1999 under the symbol “HBSC.OB.”  Prior to that date, our common stock was not actively traded in the public market.  Since October 2001, our common stock has also been traded on the Berlin Stock Exchange under the symbol “HYT.”  Due to an 80 for one reverse split of the shares of the Human BioSystems Common Stock which occurred on March 4, 2009, our shares have traded under the symbol “HBSY.OB.”

The following table sets forth, without taking into consideration the 80 for one reverse split of our shares for the periods indicated, the high and low bid prices for our common stock on the OTCBB as reported by various Bulletin Board market makers.  The quotations do not reflect adjustments for retail mark-ups, mark-downs, or commissions and may not necessarily reflect actual transactions.

	High	Low
Quarter Ended:
March 31, 2007 June 30, 2007 September 30, 2007 December 31, 2007 March 31, 2008	$0.09 $0.06 $0.04 $0.01 $1.04	$0.08 $0.06 $0.03 $0.01 $0.96
Quarter Ended:
March 31, 2008 June 30, 2008 September 30, 2008 December 31, 2008 March 31, 2009	$0.01 $0.01 $0.01 $0.002 $0.09	$0.01 $0.01 $0.01 $0.001 $0.09

The last reported sales price per share of our common stock as reported by the OTC Bulletin Board on June 4, 2009, was $0.15, after taking into consideration the 80 for one reverse split of our shares.  We currently have 18,099,705 shares of our common stock issued and outstanding, which are held of record and beneficially owned by 281 persons.

Dividends

We have not paid or declared any dividends on our common stock, nor do we anticipate paying any cash dividends or other distributions on our common stock in the foreseeable future.  Any future dividends will be declared at the discretion of our board of directors and will depend, among other things, on our earnings, if any, our financial requirements for future operations and growth, and other facts as our board of directors may then deem appropriate.

San West is, and has always been a privately-held company and is now our wholly-owned subsidiary.  There is not, and never has been, a public market for the securities of San West.  San West has never declared or paid any cash dividends on its capital stock.  In addition, there has never been a trading market for San West’s common stock.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any equity compensation plans as of the date of this Current Report.

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ADDITIONAL INFORMATION

We are obligated to file reports with the SEC pursuant to the Exchange Act.  The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.  The address of that site is http://www.sec.gov.

We intend to furnish our security holders with an annual report that contains audited financial statements.

Item 3.02.

Unregistered Sales of Equity Securities.

In connection with the Merger, each share of the issued and outstanding San West Common Stock immediately prior to the Effective Date of the Merger had the right to receive 3.16 shares of Human BioSystems Common Stock.  As a result, 13,079,264 shares of Human BioSystems Common Stock were issued to the San West Stockholders on June 5, 2009.  In addition, 817,454 shares of the Human BioSystems Common Stock were issued to Dutchess Advisors, LLC as a finders fee.

The shares were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act.  All of the San West Stockholders took their securities for investment purposes without a view to distribution and had access to information concerning Human BioSystems and our business prospects, as required by the Securities Act.  In addition, there was no general solicitation or advertising for the purchase of the shares of Human BioSystems Common Stock.  Our securities were issued only to accredited investors or sophisticated investors, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion.  Finally, our stock transfer agent has been instructed not to transfer any of such shares, unless such shares are registered for resale or there is an exemption with respect to their transfer.  See Item 2.01, above

All of the San West Stockholders who received shares of Human BioSystems Common Stock as a result of the Merger were provided with access to the filings of Human BioSystems with the SEC, including the following:

·

Human BioSystems’ annual report to stockholders for the most recent fiscal year, the definitive proxy statement filed in connection with that annual report, and, if requested by the San West Stockholders in writing, a copy of Human BioSystems’ most recent Form 10-K under the Exchange Act.

·

The information contained in an annual report on Form 10-K under the Exchange Act.

·

The information contained in any reports or documents required to be filed by Human BioSystems under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above.

·

A brief description of the securities being offered, and any material changes in Human BioSystems’ affairs that are not disclosed in the documents furnished.

Item 5.01.

Changes in Control of Registrant.

See Item 2.01, above.

28

Item 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Harry Masuda, David Winter, Paul Okimoto, and Luis Toledo resigned as officers and directors of Human BioSystems as of June 5, 2009.  There was no known disagreement with Messrs. Masuda, Winter, Okimoto, and Toledo on any matter relating to our operations, policies, or practices.  Frank J. Drechsler remains as our president and chief executive officer.  Pursuant to the terms of the Plan of Merger, Frank J. Drechsler, Bryan Britton, and Todd M. Pritcher were elected as new directors and officers of Human BioSystems, as of the Effective Date.  See Item 2.01, above.

Item 9.01.

Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired.

It is not practicable to file the required historical financial statements of Human BioSystems, a California corporation (the “registrant”), Human BioSystems Acquisition Company, a Nevada corporation (the “Subsidiary”), and San West, Inc., a Nevada corporation (“San West”) at this time.  Accordingly, pursuant to Item 9.01(a)(4) of Form 8-K, the registrant will file such financial statements under cover of Form 8-K/A as soon as practicable, but not later than the date required by applicable law.

(b)

Pro forma financial information.

It is not practicable to file the required historical financial statements of Human BioSystems, a Nevada corporation (the “registrant”), Human BioSystems Acquisition Company, a Nevada corporation (the “Subsidiary”), and San West, Inc., a Nevada corporation (“San West”) at this time.  Accordingly, pursuant to Item 9.01(b)(2) of Form 8-K, the registrant will file such financial statements under cover of Form 8-K/A as soon as practicable, but not later than the date required by applicable law.

(c)

Shell company transaction.

Not applicable.

(d)

Exhibits.

The following exhibits are filed herewith:

Exhibit No.	Identification of Exhibit
2.1*	Plan and Agreement of Triangular Merger between Human BioSystems, Human BioSystems Acquisition Company, and San West, Inc. dated April 3, 2009.
3.1*	Amended and Restated Articles of Incorporation of Human BioSystems filed with the Secretary of State of California on June 14, 2007.
3.2**	Bylaws of Human BioSystems adopted February 26, 1998, filed as Exhibit 2.2 to Form 10SB12G on December 8, 1999, Commission File Number 000-28413.
3.3*	Articles of Incorporation of Human BioSystems Acquisition Company filed with the Secretary of State of Nevada on June 3, 2009, as described in the Plan and Agreement of Triangular Merger between Human BioSystems, Human BioSystems Acquisition Company, and San West, Inc. dated April 3, 2009, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on April 7, 2009.
3.4*	Bylaws of Human BioSystems Acquisition Company adopted on June 3, 2009, as described in the Plan and Agreement of Triangular Merger between Human BioSystems, Human BioSystems Acquisition Company, and San West, Inc. dated April 3, 2009, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on April 7, 2009.
3.5*	Articles of Incorporation of San West, Inc. filed with the Secretary of State of Nevada on July 17, 2001.
3.6*	Bylaws of San West, Inc.

29

3.7*	Articles of Merger filed with the Secretary of State of Nevada effective June 5, 2009.
10.1*	Charter of the Audit Committee of San West, Inc.
10.2*	Code of Business Conduct of San West, Inc.
10.3*	Code of Ethics for Senior Executive Officers and Senior Financial Officers of San West, Inc.
10.4*	Charter of the Compensation Committee of San West, Inc.
10.5*	Corporate Governance Principles of the Board of Directors of San West, Inc.
10.6*	Charter of the Executive Committee of the Board of Directors of San West, Inc.
10.7*	Charter of the Finance Committee of San West, Inc.
10.8*	Charter of the Governance and Nominating Committee of San West, Inc.
10.9*	Reporting Financial Integrity Concerns.
10.10*	Form of Subscription Agreement executed by the San West Stockholders.
21.1*	Subsidiaries of the Registrant.

____________

*

Filed herewith.

**

Previously filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 9, 2009	HUMAN BIOSYSTEMS
	By  /s/ Frank J. Drechsler
	Frank J. Drechsler, Chief Executive Officer

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EX-2.1

EXHIBIT 2.1

PLAN AND AGREEMENT OF TRIANGULAR MERGER
BETWEEN
HUMAN BIOSYSTEMS,
HUMAN BIOSYSTEMS ACQUISITION COMPANY
AND
SAN WEST, INC.

HUMAN BIOSYSTEMS, a California corporation (“Human BioSystems”), HUMAN BIOSYSTEMS ACQUISITION COMPANY, a Nevada corporation (the “Subsidiary”), and SAN WEST, INC., a Nevada corporation (“San West”), hereby agree as follows:

WHEREAS, the Subsidiary is a wholly-owned subsidiary of Human BioSystems; and

WHEREAS, San West desires to merge (the “Merger”), subject to the approval of its stocholders (the “San West Stockholders”) with and into the Subsidiary; and

WHEREAS, as a result of the Merger, the San West Stockholders will receive shares of the common stock of Human BioSystems, no par value per share (the “Human BioSystems Common Stock”) in exchange for all of their shares of the common stock of San West, $0.001 par value per share (the “San West Common Stock”);

NOW, THEREFORE, in consideration of the foregoing and the following mutual covenants and agreements, the parties agree as follows:

1.

Plan Adopted.  A plan of merger whereby San West merges with and into the Subsidiary (this “Plan of Merger”), pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes (the “NRS”), and Section 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended, is adopted as follows:

(a)

San West shall be merged with and into the Subsidiary, to exist and be governed by the laws of the State of Nevada.

(b)

The Subsidiary shall be the surviving corporation (the “Surviving Corporation”) and its name shall be changed to San West, Inc.  The Surviving Corporation will continue to be a wholly-owned subsidiary of Human BioSystems.

(c)

When this Plan of Merger shall become effective, the separate existence of San West shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of San West and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them.  All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger.

(d)

The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the States of Nevada and California, if any.

(e)

The Surviving Corporation will carry on business with the assets of San West, as well as the assets of the Subsidiary.

(f)

The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A of the NRS.

(g)

The San West Stockholders will surrender all of their shares of the San West Common Stock in the manner hereinafter set forth.

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(h)

In exchange for the shares of the San West Common Stock surrendered by the San West Stockholders, Human BioSystems will issue and transfer to them on the basis hereinafter set forth, shares of the Human BioSystems Common Stock.

(i)

A copy of this Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation.

(j)

The authorized capital stock of the Subsidiary is 400,000,000 shares of common stock, par value $0.001 per share (the “Subsidiary Common Stock”), of which one share is issued and outstanding, and 50,000,000 shares of preferred stock, par value $0.001 per share, of which none are issued or outstanding.

(k)

The authorized capital stock of San West is 25,000,000 shares of common stock, par value $0.001 per share, of which 4,136,836 shares are issued and outstanding held by 33 San West Stockholders, all of whom are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”).

2.

Effective Date.  The effective date of the Merger (the “Effective Date”) shall be the date of the filing of Articles of Merger for the Subsidiary and San West in the State of Nevada.

3.

Submission to Stockholders.  This Plan of Merger shall be submitted for approval separately to the San West Stockholders and to Human BioSystems, the sole stockholder of the Subsidiary, in the manner provided by the laws of the State of Nevada.

4.

Manner of Exchange.  On the Effective Date, the San West Stockholders shall surrender their stock certificates representing all of the issued and outstanding shares of the San West Common Stock to the Subsidiary in exchange for certificates representing the shares of the Human BioSystems Common Stock to which they are entitled.  In exchange, the Subsidiary shall receive all of the issued and outstanding shares of the San West Common Stock held by the San West Stockholders.  Following the receipt of the shares of the San West Common Stock by the Subsidiary, the shares of the San West Common Stock shall be cancelled.  The one share of the Subsidiary Common Stock shall remain issued and outstanding.

5.

Basis of Exchange.  The San West Stockholders currently own 4,136,836 shares of the San West Common Stock, which shares constitute all of the issued and outstanding shares of the capital stock of San West.  As a result of the Merger, the San West Stockholders shall be entitled to receive, in exchange for all of their San West Common Stock, 13,079,264 shares of the Human BioSystems Common Stock on the basis of 3.16 shares of the Human BioSystems Common Stock for each share of the San West Common Stock held by each of the San West Stockholders.  Any fractional number of shares to be received shall be rounded up to the nearest whole number.  Following the Effective Date, Human BioSystems shall have 16,349,080 shares of the Human BioSystems Common Stock issued and outstanding, owned as follows: (a) 2,452,362 shares owned by the Human BioSystems Stockholders; (b) 13,079,264 shares owned by the San West Stock holders; and (c) 817,454 shares owned by Dutchess Advisors LLC as a finders fee.  Provided, however, notwithstanding anything herein contained to the contrary, if there is any change in the issued and outstanding shares of either Human BioSystems or San West as of the Effective Date, the number of shares to be issued hereunder shall be adjusted accordingly, so that the San West Stockholders will own following the Effective Date at least 80 percent of the issued and outstanding shares of the Human BioSystems Common Stock and the Human BioSystems Stockholders will own approximately 15 percent of the issued and outstanding shares of the Human BioSystems Common Stock following the Effective Date after the payment of the finders fee herein described.  Provided, further, however, between the date of this Agreement and April 17, 2009, Human BioSystems may issue shares of the Human BioSystems Common Stock to raise the $26,000 payment to be made by San West as described in Paragraph 12(b) hereof, and in suc h event, the issuance of such shares shall be deemed to have occurred after the Effective Date so as to result in a dilution of all stockholders of Human BioSystems following the Effective Date, including, but not limited to the Human BioSystems Stockholders, the San West Stockholders and Dutchess Advisors LLC.  In the event of the issuance of such shares of the Human BioSystems Common Stock as described in this paragraph, the provisions of Paragraph 12(b) shall be deemed null and void.

6.

Restricted Shares.  All shares of the Human BioSystems Common Stock to be received by the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in the

2

Securities Act, and shall contain a legend as required by Rule 144 promulgated under the Securities Act (“Rule 144”) which shall read as follows:

THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date.  Upon receipt of the Human BioSystems Common Stock, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A.  In that regard, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems Common Stock to be received by them hereunder.

7.

Directors and Officers of the Surviving Corporation.

(a)

Following the Merger, the present Board of Directors of San West shall serve as the Board of Directors of the Surviving Corporation until the next annual meeting or until such time as their successors have been elected and qualified.

(b)

If a vacancy shall exist on the Board of Directors of the Surviving Corporation on the Effective Date, such vacancy may be filled by the Board of Directors of the Surviving Corporation as provided in the Bylaws of the Surviving Corporation.

(c)

All persons who, on the Effective Date, are executive or administrative officers of San West shall be the officers of the Surviving Corporation until the Board of Directors of the Surviving Corporation shall otherwise determine.  The Board of Directors of the Surviving Corporation may elect or appoint such additional officers as it may deem necessary or appropriate.

8.

Articles of Incorporation.  The Articles of Incorporation of the Subsidiary existing on the Effective Date, as amended to reflect the change of name to San West, Inc., a copy of which is attached hereto as Attachment B shall continue in full force as the Articles of Incorporation of the Surviving Corporation until altered, amended, or repealed as provided therein or as provided by law.

9.

Bylaws.  The Bylaws of the Subsidiary existing on the Effective Date, as amended to reflect the change of name to San West, Inc., a copy of which is attached hereto as Attachment C shall continue in full force as the Bylaws of the Surviving Corporation until altered, amended, or repealed as provided therein or as provided by law.

10.

Directors and Officers of Human BioSystems.  On the Effective Date, persons selected by San West will be elected to the Board of Directors of Human BioSystems, and immediately thereafter, all of the members of the Human BioSystems Board of Directors serving before the Effective Date shall resign.  Further, on the Effective Date, the Board of Directors will elect a person selected by San West as President of Human BioSystems, and all of the other officers of Human BioSystems other than such person selected by San West shall resign on the Effective Date.

11.

Copies of the Plan of Merger.  A copy of this Plan of Merger is on file at 10350 Mission Gorge Road, Santee, California 92069, the principal offices of San West, and at 1127 Harker Avenue, Palo Alto, California 94301, the principal offices of Human BioSystems and the Subsidiary.  A copy of this Plan of Merger will be furnished to any stockholder of San West, Human BioSystems, or the Subsidiary, on written request and without cost.

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12.

Additional Consideration for the Merger.  As additional consideration for the Merger:

(a)

San West has paid to Human BioSystems the sum of $25,000, the receipt and sufficiency of which is hereby acknowledged by Human BioSystems.

(b)

On May 29, 2009 or the Effective Date, whichever occurs sooner, San West will pay the sum of $26,000 to Human BioSystems.

(c)

Following the Effective Date, selected creditors of Human BioSystems as of the Effective Date shall receive pro rata an amount equal to 20 percent of the net income of Human BioSystems (as hereinafter defined) and 30 percent of any newly invested capital in Human BioSystems until such creditors have been paid in full the discounted amount agreed to by the selected creditors, pursuant to a Settlement Agreement, as set out in Attachment D hereto.  As for the other creditors of Human BioSystems existing as of the Effective Date, they shall be paid as may be agreed upon by such creditors and Human BioSystems.

(d)

Following the Effective Date, Harry Masuda shall be engaged as a consultant to Human BioSystems to assist Human BioSystems in the raising of additional capital.

(e)

Six months after the Effective Date, Human BioSystems shall sell the properties specified on Attachment E hereto to the parties named in Attachment E for the consideration described therein and pursuant to the form of the agreement described in Attachment E.  Provided, however, during the six months from the Effective Date, Human BioSystems shall attempt to sell such properties to any non affiliated third party upon the same terms as described in Attachment E.  If following such six-month period, no such non affiliated third party purchases all or any portion of such properties in the manner described in Attachment E, the portion of such properties remaining unsold shall be sold in the manner described in Attachment E.

As used herein, the “net income of Human BioSystems” shall mean for any period, gross revenues and other proper income credits, less all proper income charges, including taxes on income, of Human BioSystems for such period, all determined in accordance with GAAP (hereinafter defined), provided that (i) there shall not be included in such revenues (1) any gains resulting from any write-up of assets, (2) any proceeds of any life insurance policy or (3) any gain which is classified as “extraordinary” in accordance with GAAP, and (ii) capital gains may be included in such revenues only to the extent of capital losses.

As used herein, “GAAP” shall mean generally accepted accounting principles as set forth in the opinions, statements and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the Financial Accounting Standards Board and such other persons who shall be approved by a significant segment of the accounting profession and concurred in by the independent public accountants certifying any financial statements of Human BioSystems.

13.

Representations and Warranties of San West.  Where a representation contained in this Agreement is qualified by the phrase “to the best knowledge of San West” (or words of similar import), such expression means that, after having conducted a due diligence review, San West believes the statement to be true, accurate, and complete in all material respects.  Knowledge shall not be imputed nor shall it include any matters which such person should have known or should have been reasonably expected to have known.  San West represents and warrants to Human BioSystems and the Subsidiary as follows:

(a)

Power and Authority.  San West has full power and authority to execute, deliver, and perform this Agreement and all other agreements, certificates or documents to be delivered in connection herewith, including, without limitation, the other agreements, certificates and documents contemplated hereby (collectively the “Other Agreements”).

(b)

Binding Effect.  Upon execution and delivery by San West, this Agreement and the Other Agreements shall be and constitute the valid, binding and legal obligations of San West, enforceable against San West in accordance with the terms hereof and thereof, except as the enforceability hereof or thereof may be subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or

4

affecting creditors’ rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c)

Effect.  Neither the execution and delivery of this Agreement or the Other Agreements nor full performance by San West of its obligations hereunder or thereunder will violate or breach, or otherwise constitute or give rise to a default under, the terms or provisions of the Articles of Incorporation or Bylaws of San West or, subject to obtaining any and all necessary consents, of any contract, commitment or other obligation of San West or necessary for the operation of San West’s business (the “Business”) following the Merger or any other material contract, commitment, or other obligation to which San West is a party, or create or result in the creation of any encumbrance on any of the property of San West.  Except as otherwise disclosed to Human BioSystems before the date of this Agreement and disclosed on Schedule 13(c) attached hereto, San West is not in violation of its Articles of Incorpor ation, its Bylaws, or of any indebtedness, mortgage, contract, lease, or other agreement or commitment.

(d)

No Consents.  No consent, approval or authorization of, or registration, declaration or filing with any third party, including, but not limited to, any governmental department, agency, commission or other instrumentality, will, except such consents, if any, delivered or obtained on or prior to the Effective Date, be obtained or made by San West prior to the Effective Date to authorize the execution, delivery and performance by San West of this Agreement or the Other Agreements.

(e)

Capitalization.  San West is authorized by its Articles of Incorporation to issue 25,000,000 shares of the San West Common Stock.  As of the date of this Agreement, there are 4,136,836 shares of the San West Common Stock duly and validly issued and outstanding, fully paid, and non-assessable.  Other than as disclosed herein, there are no outstanding options, contracts, commitments, warrants, preemptive rights, agreements or any rights of any character affecting or relating in any manner to the issuance of the San West Common Stock or other securities or entitling anyone to acquire the San West Common Stock or other securities of San West.

(f)

Stock Ownership.  On the Effective Date, San West will have 33 stockholders, all of whom are “accredited investors” as defined in the Securities Act, who will have good, absolute, and marketable title to 4,136,836 shares of the San West Common Stock as described herein, which constitute 100 percent of the issued and outstanding shares of the San West Common Stock.  San West has the complete and unrestricted right, power and authority to cause the Merger pursuant to this Agreement.  The delivery of the San West Common Stock to the Subsidiary as herein contemplated will vest in the Subsidiary good, absolute and marketable title to the shares of the San West Common Stock as described herein, free and clear of all liens, claims, encumbrances, and restrictions of every kind, except those restrictions imposed by applicable securities laws or this Agreement.

(g)

Organization and Standing of San West.  San West is a duly organized and validly existing Nevada corporation in good standing, with all requisite corporate power and authority to carry on the Business as presently conducted in each of the jurisdictions where it is currently doing business.  San West has qualified to do business in the states reflected on Schedule 13(g) attached hereto.

(h)

Employees.  San West has seven employees.

(i)

Financial Statement.  San West has furnished Human BioSystems and the Subsidiary an audited consolidated balance sheet of San West as of December 31, 2008, and the related consolidated statement of income and retained earnings for the period covered thereby (the “Financial Statement”).  The Financial Statement (i) is in accordance with the books and records of San West; (ii) fairly presents the financial condition of San West at such date and the results of its operations for the period therein specified; (iii) was prepared in accordance with generally accepted accounting principles applied upon a basis consistent with prior accounting periods; and (iv) with respect to all contracts and commitments of San West, reflects adequate reserves for all reasonably anticipated losses and costs in excess of anticipated income.  Specifically, but not by way of limitation, the Financial Statement discloses all o f the debts, liabilities, and obligations of any nature (whether absolute, accrued, contingent, or otherwise and whether due or to become due) of San West on the dates therein specified (except such debts, liabilities, and obligations as are not required to be reflected therein in accordance with generally accepted accounting principles).

5

(j)

Present Status.  Since the date reflected on the Financial Statement, except as reflected on Schedule 13(j) attached hereto, San West has not (i) incurred any material obligations or material liabilities, absolute, accrued, contingent, or otherwise, except current trade payables; (ii) discharged or satisfied any liens or encumbrances, or paid any obligations or liabilities, except current Financial Statement liabilities and current liabilities incurred since the dates reflected on the Financial Statement, in each case, in the ordinary course of business; (iii) declared or made any stockholder payment or distribution or purchased or redeemed any of its securities or agreed to do so; (iv) mortgaged, pledged, or subjected to lien, encumbrance, or charge any of its assets except as shall be removed prior to or at the Effective Date; (v) canceled any debt or claim; (vi) sold or transferred any assets of a material val ue except sales from inventory in the ordinary course of business; (vii) suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, business, or prospects; (viii) waived any rights of a material value; (ix) entered into any transaction other than in the ordinary course of business.  Further, since the date reflected on the Financial Statement, except as reflected on Schedule 13(k) attached hereto, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets, liabilities, operations, or prospects of San West, other than changes in the ordinary course of its business, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse.

(k)

Tax Returns and Audits.  As of the date of this Agreement, except as reflected on Schedule 13(k) attached hereto, San West has duly filed all federal, state, and local tax returns as required to be filed by it (including, but not limited to, all payroll or other employment related tax returns), and has paid all federal, state and local taxes, including, but not limited to all payroll and employment taxes, required to be paid with respect to the periods covered by such returns.  Except as reflected on Schedule 13(k) attached hereto, San West has not been delinquent in the payment of any tax, assessment, or governmental charge, and has not had any tax deficiencies proposed or assessed against it and has not executed any waiver of the statute of limitations on the assessment or collection of any tax.

(l)

Litigation.  Other than as reflected on Schedule 13(l) attached hereto, San West has disclosed all litigation, arbitrations, claims, governmental or other proceedings (formal or informal), or investigations pending, threatened, or in prospect (or any basis therefor known to San West) with respect to San West, or any of its business, properties, or assets prior to the execution of this Agreement.  Except as reflected on Schedule 13(l) attached hereto, San West is not affected by any present or threatened strike or other labor disturbance or, to the best knowledge of San West, is any union attempting to represent any employee of San West as collective bargaining agent.  San West is not in material violation of, or in material default with respect to, any law, rule, regulation, order, judgment, or decree; nor is San West required to take any action in order to avoid such a violation or default.

(m)

Compliance with Laws and Regulations.  Except as otherwise disclosed in Schedule 13(m) attached hereto, to the best knowledge of San West, San West is in material compliance, with all laws, ordinances, codes, restrictions, regulations (environmental and otherwise) and other legal requirements applicable to the conduct of the Business, the noncompliance with which would be likely to have a material adverse effect on the Business; and there are no lawsuits or proceedings pending or, to its best knowledge, threatened with respect to the foregoing.

(n)

No Defaults.  Other than as reflected on Schedule 13(n) attached hereto, to the best knowledge of San West, San West is not in default under any provision, of any lease, contract, commitment, obligation, note, bond, debenture, mortgage, indenture, security agreement, guaranty, or other instrument of indebtedness, and no existing condition exists which, with the giving of notice or the passage of time, or both, would constitute such a default, in either case, which default is or would be likely to have a material adverse effect on the Business.

(o)

Permits and Approvals.  Except as otherwise disclosed on Schedule 13(o) attached hereto, to the best knowledge of San West, San West has all permits and approvals required for the conduct of the Business and is not in material default under any permit, approval or qualification, which default is likely to have a material adverse effect on San West or the Business, nor is there any existing condition which, with the giving of notice or the passage of time, or both, would constitute such a material default; (ii) other than those items listed on Schedule 13(o) attached hereto, no permit, approval or qualification of any government or governmental unit,

6

agency, board, body or instrumentality, whether federal, state or local, is necessary for the conduct of the Business as same has been and is being conducted; and (iii) there is no lawsuit or proceeding pending or threatened with respect to any of the foregoing.

(p)

Properties.  Except as reflected on Schedule 13(p) attached hereto, San West has good and marketable title in fee simple absolute to all real properties and good title to all other properties and assets used in its business or owned by it (except real and other properties and assets as are held pursuant to leases or licenses), free and clear of all liens, mortgages, security interests, pledges, charges, and encumbrances, other than as shown on the Financial Statement, including, but not limited to a tax lien for unpaid real estate taxes.  Moreover:

(i)

No real property owned, leased, licensed, or used by San West lies in an area which is, or to the best knowledge of San West will be, subject to zoning, use, or building code restrictions which would prohibit, and no state of facts relating to the actions or inaction of another person or entity or their ownership, leasing, licensing, or use of that real property in the business in which San West is now engaged or the business in which it contemplates engaging.

(ii)

The real and other properties and assets owned, leased, or licensed by San West constitute all such properties and assets which are necessary to the business of San West as presently conducted or as it contemplates conducting.

(q)

Patents and Trademarks.  Except as reflected on Schedule 13(q) attached hereto, to the best of the best knowledge of San West, San West owns, possesses and has good title to all of the copyrights, trademarks, trademark rights, patents, patent rights, and licenses necessary in the conduct of the Business.  Except as reflected on Schedule 13(q) attached hereto, to the best knowledge of San West, San West is not infringing upon or otherwise acting adversely to the rights of any person, under, or in respect to, any copyrights, trademarks, trademark rights, patents, patent rights, or licenses owned by any person or entity, and there is no claim or pending or threatened action with respect thereto.  San West has the unrestricted right to use (free and clear of any rights or claims of others) all trade secrets, customer lists, manufacturing and other processes incident to the manufacture, use or sale of any and all products presently sold by it.

(r)

Compliance with Environmental Laws.  Except as otherwise disclosed on Schedule 13(r) attached hereto, to the best knowledge of San West, San West has not violated and is not in violation of the Federal Clean Air Act (42 U.S.C. 7401, et seq.), Federal Water Pollution Control Act (33 U.S.C. 1251, et seq.), the Federal Resource Conservation and Recovery Act of 1976 (42 U.S.C. 6901, et seq.), the Federal Comprehensive Environmental Responsibility, Clean Up and Liability Act of 1980 (42 U.S.C. 9601, et seq.), the Federal Toxic Substance Control Act of 1976 (15 U.S.C. 2601, et seq.) or any state or local laws or ordinances regulating the subjects covered by the federal statutes identified above, including rules and regulations thereunder.  Prior to the Effective Date, San West either directed, participated in and/or authorized that studies of the environmental status of San West’s properties and operations of the Business be prepared, which studies are listed or otherwise described in Schedule 13(r) hereto (collectively the “Studies”).  The Studies, as well as those other matters, correspondence, reports and the like disclosed in Schedule 13(r) hereto, have been delivered to Human BioSystems and the counsel for Human BioSystems and environmental consultants and are incorporated herein by reference as though set out herein.

(s)

Absence of Certain Changes or Events.  Except as otherwise disclosed on Schedule 13(s) attached hereto, since December 31, 2008, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets (including cash and all accounts receivable), liabilities, operations, or prospects of San West, other than changes in the ordinary course of its business, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse.

(t)

Purchase and Outstanding Bids.  No purchase commitments of San West are in excess of normal, ordinary, and usual requirements of its business, or were made at any price in excess of the then current market price or contained terms and conditions more onerous than those usual and customary in the industry.

(u)

Insurance Policies.  There are in full force all policies of fire, liability, and other forms of insurance pertaining to the properties and assets of San West.  Such policies are in an amount and against such

7

losses and risks as are generally maintained by comparable businesses, copies of which have been delivered to Human BioSystems upon the execution of this Agreement.

(v)

Employment Contracts.  Except as disclosed in Schedule 13(v) hereto, San West has no employment contract, written or otherwise, with any employee or former employee.

(w)

Compliance with Laws and Regulations.  To the best knowledge of San West, San West is in material compliance, with all laws, ordinances, codes, restrictions, regulations and other legal requirements applicable to the conduct of the Business, the noncompliance with which would be likely to have a material adverse effect on the Business; and there are no lawsuits or proceedings pending or, to its knowledge, threatened with respect to the foregoing.

(x)

No Defaults.  To the best knowledge of San West, San West is not in default under any provision, of any lease, contract, commitment, obligation, note, bond, debenture, mortgage, indenture, security agreement, guaranty, or other instrument of indebtedness, and no existing condition exists which, with the giving of notice or the passage of time, or both, would constitute such a default, in either case, which default is or would be likely to have a material adverse effect on the Business.

(y)

Authority to Merge.  San West has all requisite power and authority to execute, deliver, and perform this Agreement.  All necessary corporate proceedings of San West have been duly taken to authorize the execution, delivery, and performance of this Agreement by San West.  This Agreement has been duly authorized, executed and delivered by San West; is the legal, valid, and binding obligation of San West; and is enforceable as to it in accordance with its terms subject to any laws relating to bankruptcy or any other similar laws.

No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration of filing with, any federal, state, local, or other governmental authority or any court or other tribunal is required by San West for the execution, delivery, or performance of this Agreement by San West.  No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which San West is a party, or to which any of its properties or assets are subject, is required for the execution, delivery or performance of this Agreement; and the execution, delivery, and performance of this Agreement will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a bre ach of any term of the articles of incorporation (or other charter document) or bylaws of San West or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on San West or to which any of its operations, business, properties, or assets are subject.

(z)

Records.  The books of account and minute books of San West are complete and correct, and reflect all those transactions involving its business which properly should have been set forth in such books.

(aa)

SEC Filings.  San West has had the opportunity to review and has reviewed all of the filings of Human BioSystems with the SEC (the “SEC Filings”).

(bb)

Representations and Warranties True and Complete.  All representations and warranties of San West in this Agreement and the Other Agreements are true, accurate and complete in all material respects as of the Effective Date.

(cc)

No Knowledge of Default.  San West has no knowledge that any representations and warranties of Human BioSystems or the Subsidiary contained in this Agreement or the Other Agreements are untrue, inaccurate or incomplete or that Human BioSystems or the Subsidiary is in default under any term or provision of this Agreement or the Other Agreements.

(dd)

No Untrue Statements.  No representation or warranty by San West in this Agreement or in any writing furnished or to be furnished pursuant hereto, contains or will contain any untrue statement of a material fact, or omits, or will omit to state any material fact required to make the statements herein or therein contained not misleading.

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(ee)

Reliance.  The foregoing representations and warranties are made by San West with the knowledge and expectation that Human BioSystems and the Subsidiary are placing complete reliance thereon.

14.

Representations and Warranties of Human BioSystems and the Subsidiary.  Where a representation contained in this Agreement is qualified by the phrase “to the best knowledge of Human BioSystems or the Subsidiary” (or words of similar import), such expression means that, after having conducted a due diligence review, Human BioSystems and the Subsidiary believe the statement to be true, accurate, and complete in all material respects.  Knowledge shall not be imputed nor shall it include any matters which such person should have known or should have been reasonably expected to have known.  Human BioSystems and the Subsidiary hereby represent and warrant to San West as follows:

(a)

Power and Authority.  Human BioSystems and the Subsidiary have full power and authority to execute, deliver and perform this Agreement and the Other Agreements.

(b)

Authorization.  The execution, delivery and performance of this Agreement and the Other Agreements by Human BioSystems and the Subsidiary have been duly authorized by all requisite corporate action.

(c)

Binding Effect.  Upon execution and delivery by Human BioSystems and the Subsidiary, this Agreement and the Other Agreements shall be and constitute the valid, binding and legal obligations of Human BioSystems and the Subsidiary enforceable against them in accordance with the terms hereof or thereof, except as the enforceability hereof and thereof may be subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(d)

Effect.  Neither the execution and delivery of this Agreement or the Other Agreements nor full performance by Human BioSystems and the Subsidiary of their obligations hereunder or thereunder will violate or breach, or otherwise constitute or give rise to a default under, the terms or provisions of the Articles of Incorporation or Bylaws of Human BioSystems or the Subsidiary or, subject to obtaining any and all necessary consents, of any contract, commitment or other obligation of Human BioSystems or the Subsidiary or necessary for the operation of the business of Human BioSystems or the Subsidiary following the Effective Date or any other material contract, commitment, or other obligation to which Human BioSystems or the Subsidiary is a party, or create or result in the creation of any encumbrance on any of the assets of Human BioSystems or the Subsidiary.

(e)

No Consents.  No consent, approval or authorization of, or registration, declaration or filing with any third party, including, but not limited to, any governmental department, agency, commission or other instrumentality, will, except such consents, if any, delivered or obtained on or prior to the Effective Date, be obtained or made by Human BioSystems and the Subsidiary prior to the Effective Date to authorize the execution, delivery and performance by Human BioSystems and the Subsidiary of this Agreement or the Other Agreements.

(f)

Access to Records.  Human BioSystems and the Subsidiary shall afford San West and its attorneys, accountants, investment bankers and other representatives access, during normal business, to all of its business operations, properties, books, files, and records, and will cooperate in their examination thereof.  No such examination, however, shall constitute a waiver or relinquishment by San West of its right to rely upon covenants, representations, and warranties of Human BioSystems and the Subsidiary made herein or pursuant hereto.  Until the Effective Date or the termination of this Agreement, whichever shall occur first, and after the termination of this Agreement in the event this Agreement does not close, San West will hold in confidence all information so obtained by San West as a result of such examination.

(g)

Exchange Act Status.  Human BioSystems is a fully reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Human BioSystems Common Stock is registered under Section 12(g) of the Exchange Act.  At the Effective Date, Human BioSystems shall be current in all of its SEC Filings as required by the Exchange Act.

(h)

Financial Statement.  Human BioSystems has furnished San West by means of the SEC Edgar web site containing the SEC Filings of Human BioSystems an audited consolidated balance sheet of Human

9

BioSystems as of December 31, 2007, and the related consolidated statement of income and retained earnings for the period covered thereby (the “Human BioSystems Financial Statement”).  The Human BioSystems Financial Statement (i) is in accordance with the books and records of Human BioSystems; (ii) fairly presents the financial condition of Human BioSystems at such date and the results of its operations for the period therein specified; (iii) was prepared in accordance with generally accepted accounting principles applied upon a basis consistent with prior accounting periods; and (iv) with respect to all contracts and commitments of Human BioSystems, reflects adequate reserves for all reasonably anticipated losses and costs in excess of anticipated income.  Specifically, but not by way of limitation, the Human BioSystems Financial Statement discloses all of the debts, liabilities, and obligations of any nature (whether absolute, accrued, contingent, or otherwise and whether due or to become due) of Human BioSystems on the dates therein specified (except such debts, liabilities, and obligations as are not required to be reflected therein in accordance with generally accepted accounting principles).

(i)

Litigation.  Other than as reflected on the SEC Edgar web site containing the SEC Filings of Human BioSystems, Human BioSystems has disclosed all litigation, arbitrations, claims, governmental or other proceedings (formal or informal), or investigations pending, threatened, or in prospect (or any basis therefor known to Human BioSystems) with respect to Human BioSystems, or any of its business, properties, or assets prior to the execution of this Agreement.  Except as reflected on the SEC Edgar web site containing the SEC Filings of Human BioSystems, Human BioSystems is not affected by any present or threatened strike or other labor disturbance or, to the best knowledge of Human BioSystems, is any union attempting to represent any employee of Human BioSystems as collective bargaining agent.  Human BioSystems is not in material violation of, or in material default with respect to, any law, rule, regulation, ord er, judgment, or decree; nor is Human BioSystems required to take any action in order to avoid such a violation or default.

(j)

Compliance with Laws and Regulations.  Except as otherwise disclosed on the SEC Edgar web site containing the SEC Filings of Human BioSystems, to the best knowledge of Human BioSystems, Human BioSystems is in material compliance, with all laws, ordinances, codes, restrictions, regulations (environmental and otherwise) and other legal requirements applicable to the conduct of its business, the noncompliance with which would be likely to have a material adverse effect on its business; and there are no lawsuits or proceedings pending or, to its best knowledge, threatened with respect to the foregoing.

(k)

Absence of Certain Changes or Events.  Except as otherwise disclosed on the SEC Edgar web site containing the SEC Filings of Human BioSystems, since December 31, 2007, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets (including cash and all accounts receivable), liabilities, operations, or prospects of Human BioSystems, other than changes in the ordinary course of its business, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse.

(l)

No Disputes with Auditors.  As of the date of this Agreement, neither Human BioSystems nor the Subsidiary has had any disputes with its auditors.

(m)

Tax Returns and Audits.  As of the date of this Agreement, Human BioSystems and the Subsidiary have duly filed all federal, state, and local tax returns as required to be filed by them (including, but not limited to, all payroll or other employment related tax returns), and have paid all federal, state and local taxes, including, but not limited to all payroll and employment taxes, required to be paid with respect to the periods covered by such returns.  Human BioSystems and the Subsidiary have not been delinquent in the payment of any tax, assessment, or governmental charge, and have not had any tax deficiencies proposed or assessed against them and have not executed any waiver of the statute of limitations on the assessment or collection of any tax.  Human BioSystems has delivered to San West all tax returns of Human BioSystems and the Subsidiary for the last five years.

(n)

Organization and Standing of Human BioSystems.  Human BioSystems is a duly organized and validly existing California corporation in good standing, with all requisite corporate power and authority to carry on its business as presently conducted.  Human BioSystems has not qualified to do business in any other state.

9

(o)

Subsidiaries.  Human BioSystems has two subsidiaries, namely, the Subsidiary, which is a duly organized and validly existing Nevada corporation in good standing, with all requisite corporate power and authority to carry on its business as presently conducted, and HBS BioEnergy, a California corporation, neither of which are qualified to do business in any other state.

(p)

Capitalization of Human BioSystems.  Human BioSystems is authorized by its Articles of Incorporation to issue 300,000,000 shares of the Human BioSystems Common Stock of which 2,452,362 shares will be duly and validly issued and outstanding, fully paid, and non-assessable as of the Effective Date, and 10,000,000 shares of preferred stock, no par value per share, none of which are issued or outstanding.  Other than as disclosed herein, there are no outstanding options, contracts, commitments, warrants, preemptive rights, agreements or any rights of any character affecting or relating in any manner to the issuance of the Human BioSystems Common Stock or other securities or entitling anyone to acquire the Human BioSystems Common Stock or other securities of Human BioSystems.

(q)

Capitalization of the Subsidiary.  The Subsidiary is authorized by its Articles of Incorporation to issue 400,000,000 shares of the Subsidiary Common Stock, one share of which will be duly and validly issued and outstanding, fully paid, and non-assessable as of the Effective Date, and 50,000,000 shares of preferred stock, par value $0.001 per share, none of which are issued or outstanding.  Other than as disclosed herein, there are no outstanding options, contracts, commitments, warrants, preemptive rights, agreements or any rights of any character affecting or relating in any manner to the issuance of the Subsidiary Common Stock or other securities or entitling anyone to acquire the Subsidiary Common Stock or other securities of the Subsidiary.

(r)

Effect of the Transaction.  Following the Effective Date and all of the transactions described herein, the San West Stockholders will own 13,079,264 shares of the Human BioSystems Common Stock, which will represent approximately 80 percent of the issued and outstanding shares of the Human BioSystems Common Stock.  Following the Effective Date and all of the transactions described herein, Human BioSystems shall have 16,349,080 shares of the Human BioSystems Common Stock issued and outstanding, owned as follows: (a) 2,452,362 shares owned by the Human BioSystems Stockholders; (b) 13,079,264 shares owned by the San West Stockholders; and (c) 817,454 shares owned by Dutchess Advisors LLC as a finders fee.  Provided, however, notwithstanding anything herein contained to the contrary, if there is any change in the issued and outstanding shares of either Human BioSystems or San West as of the Effective Date, the numb er of shares to be issued hereunder shall be adjusted accordingly, so that the San West Stockholders will own following the Effective Date at least 80 percent of the issued and outstanding shares of the Human BioSystems Common Stock and the Human BioSystems Stockholders will own approximately 15 percent of the issued and outstanding shares of the Human BioSystems Common Stock following the Effective Date after the payment of the finders fee herein described.

(s)

No Employees.  Human BioSystems and the Subsidiary do not now have and will not have at the Effective Date any employees.

(t)

No Employment Contracts.  Human BioSystems and the Subsidiary, as of the Effective Date, shall have no employment contracts or agreements with any of its officers, directors, or with any consultants, employees or other parties, and shall have terminated all outstanding and unexercised warrants and options to purchase shares of the Human BioSystems Common Stock.

(u)

No Benefit Plans.  Human BioSystems and the Subsidiary have no insurance or employee benefit plans whatsoever.

(v)

No Powers of Attorney.  Human BioSystems and the Subsidiary have no outstanding powers or attorney and no obligations concerning its performance hereunder.

(w)

Compliance.  Human BioSystems shall cause Human BioSystems and the Subsidiary and their officers and employees to comply with all applicable provisions of this Agreement.

11

(x)

Representations and Warranties of True and Complete.  All representations and warranties of Human BioSystems and the Subsidiary in this Agreement and the Other Agreements are true, accurate and complete in all material respects as of the Effective Date.

(y)

No Knowledge of Default.  Human BioSystems and the Subsidiary have no knowledge that any of the representations and warranties of San West contained in this Agreement or the Other Agreements are untrue, inaccurate or incomplete in any respect or that San West are in default under any term or provision of this Agreement or the Other Agreements.

(z)

No Untrue Statements.  No representation or warranty by Human BioSystems and the Subsidiary in this Agreement or in any writing furnished or to be furnished pursuant hereto, contains or will contain any untrue statement of a material fact, or omits, or will omit to state any material fact required to make the statements herein or therein contained not misleading.

(aa)

Reliance.  The foregoing representations and warranties are made by Human BioSystems and the Subsidiary with the knowledge and expectation that San West is placing complete reliance thereon.

15.

Conditions Precedent to Obligations of Human BioSystems and the Subsidiary.  All obligations of Human BioSystems and the Subsidiary under this Agreement are subject to the fulfillment, prior to or at the Effective Date, of the following conditions:

(a)

Representations and Warranties True at the Effective Date.  The representations and warranties of San West herein shall be deemed to have been made again as of the Effective Date, and then be true and correct, subject to any changes contemplated by this Agreement.  San West shall have performed all of the obligations to be performed by it hereunder on or prior to the Effective Date.

(b)

Proof of Authority.  The counsel for Human BioSystems shall have received evidence reasonably sufficient to such counsel that San West has all requisite authorizations necessary for consummation by San West of the transactions contemplated hereby, and there has not been issued, and there is not in effect, any injunction or similar legal order prohibiting or restraining consummation of any of the transactions herein contemplated, and no legal or governmental action, proceeding or investigation which might reasonably be expected to result in any such injunction or order is pending.

(c)

No Orders.  There has not been issued, and there is not in effect, any injunction or similar legal order prohibiting or restraining consummation of any of the transactions herein contemplated, and no legal or governmental action, proceeding or investigation which might reasonably be expected to result in any such injunction or order is pending.

(d)

Directors and Officers Insurance.  Following the Effective Date, the currently existing directors and officers insurance with respect to the directors and officers of Human BioSystems shall be maintained in full force and effect for a minimum period of three years from the Effective Date, keeping intact all prior acts of Human BioSystems, as well acts occurring after the Effective Date.

(e)

Deliveries at the Effective Date.  San West shall have delivered to Human BioSystems and the Subsidiary at the Effective Date all of the documents required to be delivered hereunder.

(f)

Certificates of Good Standing.  San West shall have delivered to Human BioSystems certificates or telegrams issued by appropriate governmental authorities evidencing the good standing of San West as of a date not more than 10 days prior to the Effective Date, in the State of Nevada and in each state where San West is qualified to do business.

(g)

Opinion of Counsel.  San West shall have delivered at the Effective Date to Human BioSystems an opinion of its counsel dated as of date of the Effective Date in form and substance reasonably satisfactory to Human BioSystems and its counsel, to the effect that (i) San West is a duly and validly organized and existing corporation in good standing under the laws of the State of Nevada, and in each state where San West may

12

be qualified as a foreign corporation, with full corporate power to carry on the business in which it is engaged; (ii) the performance of this Agreement and the consummation of the transactions contemplated herein will not result in any breach or violation of any terms or provisions of or cause a default under the Articles of Incorporation or Bylaws of San West or, to San West’s said counsel best knowledge and belief any order, rule, or regulation of any court, governmental agency or body having jurisdiction over San West, or any of its activities, properties, any statute, indenture, mortgage, deed of trust, lease, loan agreement, security agreement, or other agreement or instrument known to said counsel, to which San West is a party or by which it is bound or to which any of its property is subject; (iii) no provision of the Articles of Incorporation, Bylaws, minutes or share certificates of San West or, to San West&# 146;s said counsel’s best knowledge and belief, any contract to which San West is a party or otherwise bound or affected, prevents the San West Stockholders from delivering good, absolute, and marketable title to the San West Common Stock to Human BioSystems as contemplated by this Agreement; (iv) San West is authorized by its Articles of Incorporation to issue 25,000,000 shares of the San West Common Stock; (v) that as of the date of this Agreement, there were 4,136,836 shares of the San West Common Stock duly and validly issued and outstanding, fully paid, and non-assessable; (vi) as of the Effective Date, all shares of the San West Common Stock were held by 33 San West Stockholders all of whom are “accredited investors” as defined in the Securities Act, and subject to the terms of the Merger as of the Effective Date; (vii) to the best knowledge and belief of such counsel the issuance and sale of the San West Preferred Stock and the San West Common Stock did not violate the Securities Act, o r the rules and regulations of the SEC thereunder, or applicable state securities or Blue Sky Laws, and that San West has no other authorized or outstanding series or class of capital stock or other securities; and (viii) such counsel has no knowledge of any litigation, proceeding, or governmental investigation or labor dispute pending or threatened against or relating to San West, its properties or businesses, except as set forth herein or in said opinion.

(h)

Resolutions.  The counsel for Human BioSystems shall have received certified resolutions of a meeting of the Board of Directors of San West and the San West Stockholders pursuant to which this Agreement and the transactions contemplated hereby were duly and validly approved, adopted and ratified by the Board of Directors of San West and the San West Stockholders, all in form and content satisfactory to such counsel, authorizing (i) the execution, delivery and performance of this Agreement, (ii) such other documents and instruments as shall be necessary to consummate the transactions contemplated hereby and thereby, and (iii) all actions to be taken by San West hereunder.

(i)

Certification.  San West shall have delivered to Human BioSystems at the Effective Date a certificate dated as of the Effective Date, executed by San West, certifying that the conditions specified in this Paragraph 15 have been fulfilled.

(j)

Other Matters.  All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transaction shall be satisfactory in form and substance to Human BioSystems and the Subsidiary and their counsel, whose approval shall not be unreasonably withheld.

16.

Conditions Precedent to Obligations of San West.  All obligations of San West under this Agreement are subject to the fulfillment, prior to or at the Effective Date, of the following conditions:

(a)

Representations and Warranties True at Effective Date.  The representations and warranties of Human BioSystems and the Subsidiary herein shall be deemed to have been made again at the Effective Date, and then be true and correct, subject to any changes contemplated by this Agreement.  Human BioSystems and the Subsidiary shall have performed all of the obligations to be performed by Human BioSystems and the Subsidiary hereunder on or prior to the Effective Date.

(b)

Proof of Authority.  The counsel for San West shall have received evidence reasonably sufficient to such counsel that Human BioSystems and the Subsidiary have all requisite authorizations necessary for consummation by Human BioSystems and the Subsidiary of the transactions contemplated hereby, and there has not been issued, and there is not in effect, any injunction or similar legal order prohibiting or restraining consummation of any of the transactions herein contemplated, and no legal or governmental action, proceeding or investigation that might reasonably be expected to result in any such injunction or order is pending.

13

(c)

SEC Filings.  Human BioSystems shall be current in all of the SEC Filings as of the Effective Date.

(d)

No Disputes with Auditors.  As of the Effective Date, neither Human BioSystems nor the Subsidiary shall have had any disputes with its auditors.

(e)

Proof of Election of and Resignations.  On the Effective Date, Human BioSystems shall deliver proof of the election of the persons selected by San West to the Board of Directors of Human BioSystems and as President of Human BioSystems, as well as the resignations of all of those persons who were the officers and directors of Human BioSystems before the Effective Date and following the election of the persons selected by San West as described herein.

(f)

Opinion of Counsel.  Human BioSystems and the Subsidiary shall have delivered at the Effective Date to San West an opinion of their counsel dated as of date of the Effective Date in form and substance reasonably satisfactory to San West and its counsel, to the effect that (i) each of Human BioSystems and the Subsidiary is a duly and validly organized and existing corporation in good standing under the laws of the state of its organization, with full corporate power to carry on the business in which it is engaged; (ii) the performance of this Agreement and the consummation of the transactions contemplated herein will not result in any breach or violation of any terms or provisions of or cause a default under the Articles of Incorporation, as amended, or Bylaws, as amended, of Human BioSystems or the Subsidiary or to said counsel’s knowledge and belief, any order, rule, or regulation of any court, governmental agency or body having jurisdiction over Human BioSystems or the Subsidiary or any of their activities, properties, any statute, indenture, mortgage, deed of trust, lease, loan agreement, security agreement, or other agreement or instrument known to said counsel, to which they are a party or by which they are bound or to which any of their property is subject; and (iii) no provision of the Articles of Incorporation, as amended, Bylaws, as amended, minutes or share certificates of Human BioSystems or the Subsidiary or, to their said counsel’s knowledge and belief, any contract to which either Human BioSystems or the Subsidiary is a party or otherwise bound or affected, prevents Human BioSystems and the Subsidiary from performing their obligations as contemplated by this Agreement.

(g)

No Orders.  There has not been issued, and there is not in effect, any injunction or similar legal order prohibiting or restraining consummation of any of the transactions herein contemplated, and no legal or governmental action, proceeding or investigation which might reasonably be expected to result in any such injunction or order is pending.

(h)

Deliveries at the Effective Date.  Human BioSystems and the Subsidiary shall have delivered to San West at the Effective Date all of the documents required to be delivered hereunder.

(i)

Certificates of Good Standing.  Human BioSystems and the Subsidiary shall have delivered to San West certificates or telegrams issued by appropriate governmental authorities evidencing the good standing of Human BioSystems and the Subsidiary as of a date not more than 10 days prior to the Effective Date, in the States of California and Nevada, respectively and in each state where Human BioSystems and the Subsidiary are qualified to do business.

(j)

Resolutions.  The counsel for San West shall have received certified resolutions of a meeting of the Board of Directors of Human BioSystems and the Subsidiary and the stockholder of the Subsidiary pursuant to which this Agreement and the transactions contemplated hereby were duly and validly approved, adopted and ratified by the Board of Directors of Human BioSystems and the Subsidiary and the stockholder of the Subsidiary, all in form and content satisfactory to such counsel, authorizing (i) the execution, delivery and performance of this Agreement, (ii) such other documents and instruments as shall be necessary to consummate the transactions contemplated hereby and thereby, and (iii) all actions to be taken by Human BioSystems and the Subsidiary hereunder.

(k)

Certification.  Human BioSystems and the Subsidiary shall have delivered to San West at the Effective Date a certificate dated as of the Effective Date, executed by Human BioSystems and the Subsidiary, certifying that the conditions specified in this Paragraph 16 have been fulfilled.

14

(l)

Other Matters.  All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transaction shall be satisfactory in form and substance to San West and its counsel, whose approval shall not be unreasonably withheld.

17.

Finders Fees.  On the Effective Date, Human BioSystems shall deliver to Dutchess Advisors LLC 817,454 shares of the Human BioSystems Common Stock as payment for finders fees in connection with the Merger.  In that regard, Human BioSystems shall indemnify and hold harmless San West from any and all claims with respect to finders fees.  All shares of the Human BioSystems Common Stock to be received by Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in the Securities Act in this Agreement.

18.

The Nature and Survival of Representations, Covenants and Warranties.  All statements and facts contained in any memorandum, certificate, instrument, or other document delivered by or on behalf of the parties hereto for information or reliance pursuant to this Agreement, shall be deemed representations, covenants and warranties by the parties hereto under this Agreement.  All representations, covenants and warranties of the parties shall survive the Effective Date and all inspections, examinations, or audits on behalf of the parties, shall expire 18 months after the Effective Date.

19.

Records of San West.  For a period of five years following the Effective Date, the books of account and records of San West pertaining to all periods prior to the Effective Date shall be available for inspection by the San West Stockholders for use in connection with tax audits.

20.

Destruction of Property.  If, on or before the Effective Date, any substantial portion of the fixed assets of any of the parties hereto shall suffer a loss of fire, flood, tornado, hurricane, riot, accident or other calamity, whether or not insured, to such an extent that in the opinion of Human BioSystems there will be such a delay in repairing or replacing said assets so as to materially affect the future operations of any such party, then the other parties hereto may, at their sole option, terminate this Agreement without cost, expense, or liability to any party.

21.

Default by Human BioSystems or the Subsidiary.  If San West does not default hereunder and either of Human BioSystems or the Subsidiary defaults hereunder, San West may elect to terminate this Agreement as well as any other agreement executed by San West in connection with the transactions contemplated by this Agreement, including but not limited to any independent nondisclosure agreement or any other independent agreements, whereupon no party shall be liable to the others hereunder, or San West may assert any remedy, including specific performance, which San West may have by reason of any such default.  From and after the Effective Date, subject to the terms and provisions hereof, in the event of a breach by any party of the terms of this Agreement or any obligation of a party which survives the Effective Date, the non-defaulting party may assert any remedy, either at law or in equity to which such non-defaultin g party may be entitled.

22.

Default by San West.  If Human BioSystems and the Subsidiary do not default hereunder and San West defaults hereunder, Human BioSystems may elect to terminate this Agreement as well as any other agreement executed by Human BioSystems and the Subsidiary in connection with the transactions contemplated by this Agreement, including but not limited to any independent nondisclosure agreement or any other independent agreements, whereupon no party shall be liable to the others hereunder, or Human BioSystems and the Subsidiary may assert any remedy, including specific performance, which Human BioSystems and the Subsidiary may have by reason of any such default of San West.  From and after the Effective Date, subject to the terms and provisions hereof, in the event of a breach by any party of the terms of this Agreement or any obligation of a party which survives the Effective Date, the non-defaulting party may assert an y remedy, either at law or in equity, to which such non-defaulting party may be entitled.

23.

Termination.  In the event of the termination of this Agreement prior to the Effective Date, no party shall have any obligation to any other in connection herewith or in connection with any other documents which may have been executed by any party with respect to the transactions contemplated by this Agreement whether or not such documents are described herein.

24.

Cooperation.  The parties hereto will each cooperate with the other, at the other’s request and expense, in furnishing information, testimony, and other assistance in connection with any actions, proceedings,

15

arrangements, disputes with other persons or governmental inquiries or investigations involving the parties hereto or the transactions contemplated hereby.

25.

Further Conveyances and Assurances.  After the Effective Date, each of the parties hereto will, without further cost or expense to, or consideration of any nature from any other party hereto, execute and deliver, or cause to be executed and delivered, to the other parties, such additional documentation and instruments of transfer and conveyance, and will take such other and further actions, as the other parties may reasonably request as more completely to consummate the transactions contemplated hereby.

26.

Effective Date.  The Effective Date of the Merger contemplated hereunder shall be on or before April 17, 2009, subject to acceleration or postponement from time to time as the parties hereto may mutually agree.  The closing of the Merger shall be conducted by electronic communications at 2:00 p.m. Pacific time on the Effective Date, unless another hour or place is mutually agreed upon by the parties hereto, at which time Articles of Merger for the Subsidiary and San West shall be filed with the State of Nevada as described herein

27.

Deliveries on the Effective Date by San West.  Following the filing of Articles of Merger for the Subsidiary and San West as described herein, on the Effective Date, San West shall deliver all documents and certifications required to be delivered hereunder.

All documents reflecting any actions taken, received or delivered pursuant to this Paragraph 26 shall be reasonably satisfactory in form and substance to Human BioSystems and the Subsidiary and their counsel.

28.

Deliveries on the Effective Date by Human BioSystems and the Subsidiary.  Following the filing of Articles of Merger for the Subsidiary and San West as described herein, on the Effective Date, Human BioSystems and the Subsidiary shall deliver shall deliver all documents and certifications required to be delivered hereunder.

All documents reflecting any actions taken, received or delivered pursuant to this Paragraph 27 shall be reasonably satisfactory in form and substance to San West and its counsel.

29.

No Assignment.  This Agreement shall not be assignable by any party without the prior written consent of the other parties, which consent shall be subject to such party’s sole, absolute and unfettered discretion.

30.

Mediation and Arbitration.  All disputes arising or related to this Agreement must exclusively be resolved first by mediation with a mediator selected by the parties, with such mediation to be held in San Jose, California.  If such mediation fails, then any such dispute shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association in effect at the time the arbitration proceeding commences, except that (a) California law and the Federal Arbitration Act must govern construction and effect, (b) the locale of any arbitration must be in San Jose, California, and (c) the arbitrator must with the award provide written findings of fact and conclusions of law.  Any party may seek from a court of competent jurisdiction any provisional remedy that may be necessary to protect its rights or assets pending the selection of the arbitrator or the arbitrator’s de termination of the merits of the controversy.  The exercise of such arbitration rights by any party will not preclude the exercise of any self-help remedies (including without limitation, setoff rights) or the exercise of any non-judicial foreclosure rights.  An arbitration award may be entered in any court having jurisdiction.

31.

Attorneys’ Fees.  In the event that it should become necessary for any party entitled hereunder to bring suit against any other party to this Agreement for a breach of this Agreement, the parties hereby covenant and agree that the party who is found to be in breach of this Agreement shall also be liable for all reasonable attorneys’ fees and costs of court incurred by the other parties.  Provided, however, in the event that there has been no breach of this Agreement, whether or not the transactions contemplated hereby are consummated, each party shall bear its own costs and expenses (including any fees or disbursements of its counsel, accountants, brokers, investment bankers, and finders fees).

16

32.

Benefit.  All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto, and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.

33.

Notices.  All notices, requests, demands, and other communications hereunder shall be in writing and delivered personally or sent by registered or certified United States mail, return receipt requested with postage prepaid, or by telecopy or e-mail, if to Human BioSystems and the Subsidiary, addressed to Mr. Harry Masuda at 1127 Harker Avenue, Palo Alto, California 94301, telephone (650) 323-0943, telecopier (650) 327-8658, and e-mail hmasuda@humanbiosystems.com; and if to San West, addressed to Mr. Frank J. Drechsler at 10350 Mission Gorge Road, Santee, California 92069, telephone (714) 724-3355, telecopier (714) 968-6840, and email fjdrechsler@yahoo.com.  Any party hereto may change its address upon 10 days’ written notice to any other party hereto.

34.

Construction.  Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

35.

Waiver.  No course of dealing on the part of any party hereto or its agents, or any failure or delay by any such party with respect to exercising any right, power or privilege of such party under this Agreement or any instrument referred to herein shall operate as a waiver thereof, and any single or partial exercise of any such right, power or privilege shall not preclude any later exercise thereof or any exercise of any other right, power or privilege hereunder or thereunder.

36.

Cumulative Rights.  The rights and remedies of any party under this Agreement and the instruments executed or to be executed in connection herewith, or any of them, shall be cumulative and the exercise or partial exercise of any such right or remedy shall not preclude the exercise of any other right or remedy.

37.

Invalidity.  In the event any one or more of the provisions contained in this Agreement or in any instrument referred to herein or executed in connection herewith shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions of this Agreement or any such other instrument.

38.

Headings.  The headings used in this Agreement are for convenience and reference only and in no way define, limit, amplify or describe the scope or intent of this Agreement, and do not affect or constitute a part of this Agreement.

39.

Excusable Delay.  The parties shall not be obligated to perform and shall not be deemed to be in default hereunder, if the performance of a non-monetary obligation required hereunder is prevented by the occurrence of any of the following, other than as the result of the financial inability of the party obligated to perform: acts of God, strikes, lock-outs, other industrial disturbances, acts of a public enemy, war or war-like action (whether actual, impending or expected and whether de jure or de facto), acts of terrorists, arrest or other restraint of government (civil or military), blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, sink holes, civil disturbances, explosions, breakage or accident to equipment or machinery, confiscation or seizure by any government or public authority, nuclear reaction or radiation, radioactive contamination or other causes, whether of the kind herein enumerated or otherwise, that are not reasonably within the control of the party claiming the right to delay performance on account of such occurrence.

40.

No Third-Party Beneficiary.  Any agreement to pay an amount and any assumption of liability contained in this Agreement, express or implied, shall be only for the benefit of the undersigned parties and their respective successors and assigns (as herein expressly permitted), and such agreements and assumptions shall not inure to the benefit of the obligees or any other party, whomsoever, it being the intention of the parties hereto that no one shall be or be deemed to be a third-party beneficiary of this Agreement.

41.

Time of the Essence.  Time is of the essence of this Agreement.

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42.

Incorporation by Reference.  The Attachments and Schedules to this Agreement referred to or included herein constitute integral parts to this Agreement and are incorporated into this Agreement by this reference.

43.

Press Releases and Public Announcements.  No party shall issue any press release or make any public announcement relating to the subject matter of this Agreement prior to the Effective Date without the prior written approval of the other parties; provided, however, that any party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing party will use its efforts to advise the other parties prior to making the disclosure).

44.

Multiple Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  A facsimile transmission or PDF copy of this signed Agreement shall be legal and binding on all parties hereto.

45.

Controlling Agreement.  In the event of any conflict between the terms of this Agreement or any of the Other Agreements or exhibits referred to herein, the terms of this Agreement shall control.

46.

Law Governing; Jurisdiction.  This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to any conflicts of laws provisions thereof.  Each party hereby irrevocably submits to the personal jurisdiction of the United States District Court located in Santa Clara County, California, as well as of the Courts of the State of California in Santa Clara County, California over any suit, action or proceeding arising out of or relating to this Agreement.  Each party hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such mediation, arbitration, suit, action or proceeding brought in any such county and any claim that any such mediation, arbitration, suit, action or proceeding brought in such county has been brought in an inconvenient forum.

47.

Entire Agreement.  This instrument and the attachments hereto contain the entire understanding of the parties and may not be changed orally, but only by an instrument in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.

IN WITNESS WHEREOF, the parties have executed this Plan of Merger as of April 7, 2009.

HUMAN BIOSYSTEMS

By

    Harry Masuda, Chief Executive Officer

HUMAN BIOSYSTEMS ACQUISITION COMPANY

By

    Harry Masuda, Chief Executive Officer

SAN WEST, INC.

By

    Frank J. Drechsler, Chief Executive Officer

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Attachments:

Attachment A

Subscription Agreement

Attachment B

Articles of Incorporation of Human BioSystems Acquisition Company

Attachment C

Bylaws of Human BioSystems Acquisition Company

Attachment D

Settlement Agreement

Attachment E

Properties to be Sold

Schedules:

Schedule 13(c)

Violations of Various Documents

Schedule 13(g)

States in which San West is Qualified to do Business

Schedule 13(j)

Change in Present Status

Schedule 13(k)

Tax Return Deficiencies

Schedule 13(l)

Litigation

Schedule 13(m)

Material Violations

Schedule 13(n)

Defaults

Schedule 13(o)

Failure to have all Permits and Approvals

Schedule 13(p)

Properties

Schedule 13(q)

Patents and Trademarks

Schedule 13(r)

Compliance with Environmental Laws

Schedule 13(s)

Absence of Certain Changes or Events

Schedule 13(v)

Employment Contracts

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ATTACHMENT A

SUBSCRIPTION AGREEMENT

Human BioSystems

1127 Harker Avenue

Palo Alto, California 94301

Re:

Offering of Common Stock Pursuant to a Plan of Merger

Gentlemen:

1.

Subscription.  The undersigned San West Stockholder hereby applies to accept shares of the common stock, no par value per share (the “Human BioSystems Common Stock”) of Human BioSystems, a California corporation (the “Company”) indicated below in accordance with the terms of this Subscription Agreement and the private placement relating to that certain Plan and Agreement of Triangular Merger between Human BioSystems, Human BioSystems Acquisition Company and San West, Inc. dated April ___, 2009 (the “Plan of Merger”).  The undersigned San West Stockholder is a stockholder of San West, Inc., a Nevada corporation, and pursuant to the Plan of Merger and the Merger between Human BioSystems Acquisition Company and San West, Inc. shall receive _______ shares of the Human BioSystems Common Stock in exchange for all of his ________ shares of common stock in San West, Inc., par value $0.001 per share (the “San West Common Stock”).  All capitalized terms which are not otherwise defined herein shall have the meaning ascribed to such terms as defined in the Plan of Merger.

2.

Representations and Warranties of the San West Stockholder.  The undersigned San West Stockholder represents and warrants as follows:

(a)

The undersigned San West Stockholder has received information provided to him in writing by the Company, or information from books and records of the Company, as specified below.  The undersigned San West Stockholder understands that all documents, records and books pertaining to this investment have been made available for inspection by him, his attorney and/or his accountant and/or his “Purchaser Representative” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that the books and records of the Company will be available, upon reasonable notice, for inspection by San West Stockholders during reasonable business hours at the Company’s principal place of business.  The undersigned San West Stockholder and/or his advisers have had a reasonable opportunity to ask questions of and receive answers from the Company, or a person or persons act ing on its behalf, concerning the Merger, and all such questions have been answered to the full satisfaction of the undersigned San West Stockholder.  No oral representations have been made and, to the extent oral information has been furnished to the undersigned San West Stockholder or his advisers in connection with the Merger, such information was consistent with all written information furnished

(b)

Specifically, the undersigned San West Stockholder was provided with access to the Company’s filings with the Securities and Exchange Commission, including the following:

(i)

The Company’s annual report to stockholders for the most recent fiscal year, any definitive proxy statement or information statement filed in connection with that annual report, and, if requested by the undersigned San West Stockholder in writing, a copy of the Company’s most recent Form 10-K pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(ii)

The information contained in an annual report on Form 10-K pursuant to the Exchange Act.

1

(iii)

The information contained in any reports or documents required to be filed by the Company under Sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above.

(iv)

A brief description of the securities being offered, the terms of the Merger, and any material changes in the Company’s affairs that are not disclosed in the documents furnished.

(c)

The undersigned San West Stockholder (i) has adequate means of providing for his current needs and possible personal contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the economic risks of an investment in the Human BioSystems Common Stock for an indefinite period, and (iv) at the present time, could afford a complete loss of such investment.

(d)

The undersigned San West Stockholder recognizes that the Human BioSystems Common Stock as an investment involves special risks, including those disclosed to the undersigned San West Stockholder by the Company.

(e)

The undersigned San West Stockholder understands that the shares of the Human BioSystems Common Stock have not been nor will be registered under the Securities Act or the securities laws of any state, in reliance upon an exemption therefrom for non-public offerings.  The undersigned San West Stockholder understands that the shares of the Human BioSystems Common Stock received by him must be held indefinitely unless they are subsequently registered or an exemption from such registration is available.  The undersigned San West Stockholder further understands that the Company has not agreed and is under no obligation to register the Human BioSystems Common Stock on his behalf or to assist him in complying with any exemption from registration.

(f)

The shares of the Human BioSystems Common Stock are being accepted solely for his own account for investment and not for the account of any other person and not for distribution, assignment, or resale to others and no other person has a direct or indirect beneficial interest in the shares of the Human BioSystems Common Stock.  The undersigned San West Stockholder or his advisers have such knowledge and experience in financial, tax, and business matters to enable him to utilize the information made available to him in connection with the Merger to evaluate the merits and risks of the prospective investment and to make an informed investment decision with respect thereto.

(g)

The undersigned San West Stockholder, if a corporation, partnership, trust, or other entity, is authorized and otherwise duly qualified to purchase and hold the Human BioSystems Common Stock.

(h)

All information which the undersigned San West Stockholder has provided to the Company concerning himself, his financial position, and his knowledge of financial and business matters, or, in the case of a corporation, partnership, trust or other entity, the knowledge of financial and business matters of the person making the investment decision on behalf of such entity, is correct and complete as of the date set forth at the end hereof, and if there should be any adverse change in such information prior to his subscription being accepted, he will immediately provide the Company with such information.

(i)

The undersigned San West Stockholder understands and agrees that the following restrictions and limitations are applicable to his purchase and his resales, hypothecations or other transfers of the Human BioSystems Common Stock pursuant to Regulation D under the Securities Act:

(i)

The undersigned San West Stockholder agrees that the shares of the Human BioSystems Common Stock shall not be sold, pledged, hypothecated or otherwise transferred unless the shares of the Human BioSystems Common Stock are registered under the Securities Act, and the securities laws of any state or is exempt therefrom;

(ii)

A legend in substantially the following form has been or will be placed on any certificate(s) or other document(s) evidencing the shares of the Human BioSystems Common Stock:

THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE.  WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.

(iii)

Stop transfer instructions to the transfer agent of the Human BioSystems Common Stock have been or will be placed with respect to the Human BioSystems Common Stock so as to restrict the resale, pledge, hypothecation or other transfer thereof, subject to the further items hereof, including the provisions of the legend set forth in subparagraph (ii) above; and

(iv)

The legend and stop transfer instructions described in subparagraphs (ii) and (iii) above will be placed with respect to any new certificate(s) or other document(s) issued upon presentment by the undersigned San West Stockholder of certificate(s) or other document(s) for transfer.

(j)

The undersigned San West Stockholder understands that neither the Securities and Exchange Commission nor the securities commission of any state has made any finding or determination relating to the fairness for public investment in the Human BioSystems Common Stock and that the Securities and Exchange Commission as well as the securities commission of any state will not recommend or endorse any offering of securities.

(k)

The undersigned San West Stockholder acknowledges and is aware that it never has been represented, guaranteed, or warranted to him by the Company, its directors, officers, agents or employees, or any other person, expressly or by implication, that the limited past performance or experience on the part of the Company, or any future projections will in any way indicate the predictable results of the ownership of the Human BioSystems Common Stock or of the overall financial performance of the Company.

(l)

The undersigned San West Stockholder acknowledges that ___________________________ (complete if applicable) has acted as the “Purchaser Representative” as defined in Regulation D promulgated under the Securities Act, and (i) that he can bear the economic risk of this investment; (ii) he has relied upon the advice of the Purchaser Representative as to the merits of an investment in the Company and the suitability of such investment for the undersigned San West Stockholder; and (iii) the Purchaser Representative has confirmed to him, in writing, any past, present or future material relationship, actual or contemplated, between the Purchaser Representative or its affiliates and the Company or its affiliates.

(m)

The undersigned San West Stockholder acknowledges that the Company has made available to him or the Purchaser Representative, if any, or other personal advisers the opportunity to obtain additional information to verify the accuracy of the information furnished to him and to evaluate the merits and risks of this investment.

(n)

The undersigned San West Stockholder confirms that he has consulted with the Purchaser Representative, if any, or other personal advisers and that the Purchaser Representative or other advisers have analyzed the information furnished to him and the documents relating thereto on his behalf and have advised him of the business and financial aspects and consequences of and potential liabilities associated with his investment in the Human BioSystems Common Stock.  The undersigned San West Stockholder represents that he has made other risk capital investments or other investments of a speculative nature, and by reason of his business and financial experience and of the business and financial experience of those persons he has retained to advise him with respect to investments of this nature.  In reaching the conclusion that he desires to acquire the Human BioSystems Common Stock, the undersigned San West Stockholder has carefu lly evaluated his financial resources and investments and acknowledges that he is able to bear the economic risks of this investment.

(o)

The undersigned San West Stockholder acknowledges that all information made available to him and/or the Purchaser Representative, if any, and/or personal advisers in connection with his investment in the Human BioSystems Common Stock, including the information furnished to him, is and shall remain confidential in all respects and may not be reproduced, distributed or used for any other purpose without the prior written consent of the Company.

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(p)

The undersigned San West Stockholder is an “Accredited Investor” as defined in Rule 501(a) of the Securities Act.

(q)

The undersigned San West Stockholder understands and agrees that the shares of the Human BioSystems Common Stock to be received by him as a result of the Merger will be subject to the terms of the Escrow Agreement described in the Plan of Merger, as amended.  Consequently, rather than receiving the shares of the Human BioSystems Common Stock on the Effective Date of the Merger, the undersigned San West Stockholder authorizes San West, Inc. to deliver the shares of the Human BioSystems Common Stock to the Escrow Agent named in the Escrow Agreement, with such shares to be held and subject to all of the terms of the Escrow Agreement.

3.

Indemnification.  The undersigned San West Stockholder agrees to indemnify and hold harmless the Company and its affiliates from and against all damages, losses, costs, and expenses (including reasonable attorneys’ fees) which they may incur by reason of the failure of the undersigned San West Stockholder to fulfill any of the terms or conditions of this subscription, or by reason of any breach of the representations and warranties made by the undersigned San West Stockholder herein, or in any document provided by the undersigned San West Stockholder to the Company.

4.

Survival.  The foregoing representations, warranties and undertakings are made with the intent that they may be relied upon in determining the undersigned San West Stockholder’s suitability as a stockholder in the Company and the undersigned San West Stockholder hereby agrees that such representations and warranties shall survive his acceptance of the Human BioSystems Common Stock in connection with the Merger.  The undersigned San West Stockholder hereby acknowledges and agrees that he is not entitled to cancel, terminate or revoke this Subscription Agreement, or any agreements hereunder, and that this Subscription Agreement and such agreements shall survive (a) changes in the transactions, documents, and instruments previously furnished to the undersigned San West Stockholder which are not materially adverse, and (b) the undersigned San West Stockholder’s death or disability.

5.

Incorporation by Reference.  The Plan of Merger and all other agreements or documents referred to or included herein constitute integral parts to this Agreement and are incorporated into this Agreement by this reference.

6.

Notices.  All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the undersigned San West Stockholder or to the Company at the respective addresses set forth herein.

7.

Miscellaneous.

(a)

Notwithstanding any of the representations, warranties, acknowledgments, or agreements made herein by the undersigned San West Stockholder, the undersigned San West Stockholder does not thereby or in any other manner waive any rights granted to the undersigned San West Stockholder under federal or state securities laws.

(b)

Words of any gender used in this Subscription Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

(c)

In the event of any conflict between the terms of this Subscription Agreement or the Plan of Merger, the terms of the Plan of Merger shall control.

(d)

This Subscription Agreement contains the entire understanding of the parties and may not be changed orally, but only by an instrument in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.

4

(e)

This Subscription Agreement shall be enforced, governed, and construed in all respects in accordance with the laws of the State of California and all obligations hereunder shall be deemed performable in Orange County, California.

5

IN WITNESS WHEREOF, I have executed this Subscription Agreement as of the ___ day of _______, 2009.

(Signature)

(Print or Type Name)

Social Security Number

Address

Number of Shares of San West Common Stock Held

Subscription Accepted this ____ day of ____________, 2009.

HUMAN BIOSYSTEMS

By

    Harry Masuda, Chief Executive Officer

6

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

ATTACHMENT B

ARTICLES OF INCORPORATION OFHUMAN BIOSYSTEMS ACQUISITION COMPANY

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

ATTACHMENT C

BYLAWS OF

HUMAN BIOSYSTEMS ACQUISITION COMPANY

ARTICLE I
Offices

1.1.

Registered Office.  The registered office of HUMAN BIOSYSTEMS ACQUISITION COMPANY (the “Company”) required by Section 78.035 of the Nevada Revised Statutes or any successor statute (the “NRS”) to be maintained in the State of Nevada shall be the registered office named in the Articles of Incorporation of the Company, as they may be amended or restated from time to time in accordance with the NRS (the “Articles of Incorporation”).

1.2.

Other Offices.  The Company may also have offices at such other places both within and without the State of Nevada as the Board of Directors of the Company (the “Board of Directors”) may determine from time to time or as the business of the Company may require.

ARTICLE II
Meetings of Stockholders

2.1.

Place of Meetings.  Meetings of the Company’s stockholders shall be held at such place within or without the State of Nevada as may be designated by the Board of Directors or the officer calling the meeting, or, in the absence of such designation, at the principal office of the Company.

2.2.

Annual Meeting.  An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire or to fill vacancies and for the transaction of such other business as may properly come before the meeting, shall be held on such date and at such time as the Board of Directors shall fix and set forth in the notice of the meeting, which date shall be within 13 months subsequent to the last annual meeting of stockholders.  At the annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the annual meeting as set forth in Paragraph 2.8 hereof.  Failure to hold the annual meeting at the designated time shall not work a dissolution of the Company.

2.3.

Special Meetings.  Subject to the rights of the holders of any series of the Company’s preferred stock (the “Preferred Stock”), as designated in any resolutions adopted by the Board of Directors and filed with the State of Nevada (a “Preferred Stock Designation”), special meetings of the stockholders may be called at any time only by (a) the Chairman of the Board, (b) the Chief Executive Officer, (c) the President, (d) the holders of at least 10 percent of all of the shares entitled to vote at the proposed special meeting, or (e) the Board of Directors pursuant to a duly adopted resolution.  Special Stockholder Meetings may not be called by any other person or persons or in any other manner.  Elections of directors need not be by written ballot unless the Bylaws shall so provide.  Upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the Secretary to fix the date of the meeting to be held not less than 10 nor more than 60 days after the receipt of the request and to give due notice thereof, as required by the NRS.  If the Secretary shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so.

2.4.

Notice of Meeting.  Written or printed notice of all meetings, stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board or Secretary, to each stockholder entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered to a stockholder when deposited in the United States mail addressed to such stockholder at such stockholder’s address as it appears on the stock transfer records of the Company, with postage thereon prepaid.

2.5.

Registered Holders of Shares; Closing of Share Transfer Records; and Record Date.

1

(a)

Registered Holders as Owners.  Unless otherwise provided under the NRS, the Company may regard the person in whose name any shares are registered in the stock transfer records of the Company at any particular time (including, without limitation, as of a record date fixed pursuant to subparagraph (b) of this Paragraph 2.5) as the owner of such shares at that time for purposes of voting, receiving distributions thereon or notices in respect thereof, transferring such shares, exercising rights of dissent with respect to such shares, entering into agreements with respect to such shares, or giving proxies with respect to such shares; and neither the Company nor any of its officers, directors, employees or agents shall be liable for regarding that person as the owner of such shares at that time for those purposes, regardless of whether that person possesses a certificate for such shares.

(b)

Record Date.  For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive a distribution by the Company (other than a distribution involving a purchase or redemption by the Company of any of its own shares) or a share dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than 60 days and, in the case of a meeting of stockholders, not less than 10 days, prior to the date on which the particular action requiring such determination of stockholders is to be taken.  The Board of Directors shall not close the books of the Company against transfers of shares during the whole or any part of such period.

If the Board of Directors does not fix a record date for any meeting of the stockholders, the record date for determining stockholders entitled to notice of or to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance with Paragraph 7.3 of these Bylaws notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

2.6.

Quorum of Stockholders; Adjournment.  Unless otherwise provided in the Articles of Incorporation, a majority of the outstanding shares of capital stock of the Company entitled to vote, present in person or represented by proxy, shall constitute a quorum at any meeting of the stockholders, and the stockholders present at any duly convened meeting may continue to do business until adjournment notwithstanding any withdrawal from the meeting of holders of shares counted in determining the existence of a quorum.  Unless otherwise provided in the Articles of Incorporation or these Bylaws, any meeting of the stockholders may be adjourned from time to time by the chairman of the meeting or the holders of a majority of the issued and outstanding stock, present in person or represented by proxy, whether or not a quorum is present, without notice other than by announcement at the meeting at which such adjournment is taken, an d at any such adjourned meeting at which a quorum shall be present any action may be taken that could have been taken at the meeting originally called; provided that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

2.7.

Voting by Stockholders.

(a)

Voting on Matters Other than the Election of Directors.  With respect to any matters as to which no other voting requirement is specified by the NRS, the Articles of Incorporation or these Bylaws, and, subject to the rights of the holders of any series of Preferred Stock to elect directors under specific circumstances, the affirmative vote required for stockholder action shall be that of a majority of the shares present in person or represented by proxy at the meeting (as counted for purposes of determining the existence of a quorum at the meeting).

(b)

Voting in the Election of Directors.  Unless otherwise provided in the Articles of Incorporation or these Bylaws in accordance with the NRS, directors shall be elected by a plurality of the votes cast by the holders of outstanding shares of capital stock of the Company entitled to vote in the election of directors at a meeting of stockholders at which a quorum is present.

(c)

Consents in Lieu of Meeting.  Any action that is required or permitted to be taken by the stockholders of the Company at any annual or special meeting of stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that

2

proportion of written consents is required.  In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given.

(d)

Telephone Meetings.  Stockholders may participate in a meeting of stockholders by means of a telephone conference or similar methods of communication by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this subsection constitutes presence in person at the meeting.

(e)

Other.  The Board of Directors, in its discretion, or the officer of the Company presiding at a meeting of stockholders of the Company, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

2.8.

Business to be Conducted at Annual or Special Stockholder Meetings. At any annual or special meeting of stockholders, only such business shall be conducted, and only such proposals shall be acted upon, as shall have been disclosed in the notice delivered to the stockholders with respect to such meeting.

2.9.

Proxies.  Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him by proxy.  Proxies for use at any meeting of stockholders shall be filed with the Secretary, or such other officer as the Board of Directors may from time to time determine by resolution, before or at the time of the meeting.  All proxies shall be received and taken charge of and all ballots shall be received and canvassed by the secretary of the meeting who shall decide all questions relating to the qualification of voters, the validity of the proxies, and the acceptance or rejection of votes, unless an inspector or inspectors shall have been appointed by the chairman of the meeting, in which event such inspector or inspectors shall decide all such questions.

2.10.

Approval or Ratification of Acts or Contracts by Stockholders.  The Board of Directors in its discretion may submit any act or contract for approval or ratification at any annual meeting of the stockholders, or at any special meeting of the stockholders called for the purpose of considering any such act or contract, and any act or contract that shall be approved or be ratified by the vote of the stockholders holding a majority of the issued and outstanding shares of stock of the Company entitled to vote and present in person or by proxy at such meeting (provided that a quorum is present), shall be as valid and as binding upon the Company and upon all the stockholders as if it has been approved or ratified by every stockholder of the Company.

2.11.

Inspectors of Election.  The Company shall, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Company, to act at the meeting or any adjournment thereof and to make a written report thereof.  The Company may designate one or more persons as alternate inspectors to replace any inspector who fails to act.  If no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman or the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.  Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his ability.

The inspector or inspectors so appointed or designated shall: (a) ascertain the number of shares of capital stock of the Company outstanding and the voting power of each such share; (b) determine the shares of capital stock of the Company represented at the meeting and the validity of proxies and ballots; (c) count all votes and ballots; (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and (e) certify their determination of the number of shares of the capital stock of the Company represented at the meeting and such inspectors’ count of all votes and ballots.  Such certification and report shall specify such other information as may be required by law.  In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Company, the inspectors may consider such information as is permitted b y applicable law.  No person who is a candidate for an office at an election may serve as an inspector at such election.

3

ARTICLE III
Directors

3.1.

Powers, Number, Classification and Tenure.

(a)

The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board of Directors.  Each director shall hold office for the full term for which such director is elected and until such director’s successor shall have been duly elected and qualified or until his earlier death or resignation or removal in accordance with the Articles of Incorporation or these Bylaws.

(b)

Within the limits specified in the Articles of Incorporation, and subject to the rights of the holders of any series of Preferred Stock to elect directors under specific circumstances, the number of directors that shall constitute the whole Board of Directors shall be fixed by, and may be increased or decreased from time to time by, the affirmative vote of a majority of the stockholders of the Company or a majority of the members at any time constituting the Board of Directors.  Except as provided in the Articles of Incorporation, and subject to the rights of the holders of any series of Preferred Stock to elect directors under specific circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining direc tors then in office, even though less than a quorum of the Board of Directors.  Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director’s successor shall have been elected and qualified or until his earlier death, resignation or removal.  No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3.2.

Qualifications.  Directors need not be residents of the State of Nevada or stockholders of the Company.

3.3.

Place of Meeting; Order of Business.  Except as otherwise provided by law, meetings of the Board of Directors, regular or special, may be held either within or without the State of Nevada, at whatever place is specified by the person or persons calling the meeting.  In the absence of specific designation, the meetings shall be held at the principal office of the Company.  At all meetings of the Board of Directors, business shall be transacted in such order as shall from time to time be determined by the Chairman of the Board, or in his absence by the President, or by resolution of the Board of Directors.

3.4.

Regular Meetings.  Regular meetings of the Board of Directors shall be held, in each case, at such hour and on such day as may be fixed by resolution of the Board of Directors, without further notice of such meetings.  The time or place of holding regular meetings of the Board of Directors may be changed by the Chairman of the Board by giving written notice thereof as provided in Paragraph 3.6 hereof.

3.5.

Special Meetings.  Special meetings of the Board of Directors shall be held, whenever called by the Chairman of the Board or by resolution adopted by the Board of Directors, in each case, at such hour and on such day as may be stated in the notice of the meeting.

3.6.

Attendance at and Notice of Meetings.  Written notice of the time and place of, and general nature of the business to be transacted at, all special meetings of the Board of Directors, and written notice of any change in the time or place of holding the regular meetings of the Board of Directors, shall be given to each director personally or by mail or by telegraph, telecopier or similar communication at least one day before the day of the meeting; provided, however, that notice of any meeting need not be given to any director if waived by him in writing, or if he shall be present at such meeting.  Participation in a meeting of the Board of Directors shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

3.7.

Quorum of and Action by Directors.  A majority of the directors in office shall constitute a quorum of the Board of Directors for the transaction of business; but a lesser number may adjourn from day to day until a quorum is present.  Except as otherwise provided by law or in these Bylaws, all questions shall be decided by the vote of a majority of the directors present at a meeting at which a quorum is present.

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3.8.

Board and Committee Action Without a Meeting.  Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or such committee, as the case may be, and shall be filed with the Secretary.

3.9.

Board and Committee Telephone Meetings.  Subject to the provisions required or permitted by the NRS for notice of meetings, unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in and hold a meeting of such Board of Directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Paragraph 3.9 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

3.10.

Compensation.  Directors shall receive such compensation for their services as shall be determined by the Board of Directors.

3.11.

Removal.  Except as otherwise provided in any Preferred Stock Designation, any director may be removed from office only by the affirmative vote of the holders of a majority or more of the combined voting power of the then outstanding shares of capital stock of the Company entitled to vote at a meeting of stockholders called for that purpose, voting together as a single class.

3.12.

Committees of the Board of Directors.

(a)

The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees, each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee.  Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS.  Any such committee may authorize the seal of the Company to be affixed to all papers whi ch may require it.  In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors.

(b)

The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it.  A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors.  The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors.  Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary.  Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof.  In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.  Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of a member of a committee shall not of itself create contract rights.

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(c)

Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary.

ARTICLE IV
Officers

4.1.

Designation.  The officers of the Company shall consist of a Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Secretary, Chief Financial Officer, Treasurer, Controller and such Executive, Senior or other Vice Presidents, Assistant Secretaries, Assistant Treasurers, Assistant Controllers and other officers as may be elected or appointed by the Board of Directors from time to time.  Any number of offices may be held by the same person.  The Chairman of the Board may also serve as the Chief Executive Officer.  The Chairman of the Board shall be chosen from the directors.  All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective stockholders and of the Board of Directors.

4.2.

Election and Term of Office.  The elected officers of the Company shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors held at the time of each annual meeting of the stockholders.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient.  Subject to Paragraph 4.17 of these Bylaws, each officer shall hold office until such officer’s successor shall have been duly elected and shall have qualified or until such officer’s death or until such officer shall resign.

4.3.

Chairman of the Board.  The Chairman of the Board shall be the Chief Executive Officer of the Company and shall preside at all meetings of the stockholders and of the Board of Directors.  Except where by law the signature of the President is required, the Chairman of the Board shall possess the same power as the President to sign all contracts, certificates and other instruments of the Company which may be authorized by the Board of Directors.  The Chairman of the Board shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.  In the absence or incapacity to act of the President, the Chairman of the Board shall serve as acting President, and when so acting, shall have all the powers of and be subject to the restrictions of such office.

4.4.

Chief Executive Officer.  The Chief Executive Officer shall be responsible for the general management of the affairs of the Company and shall perform all duties incidental to the Chief Executive Officer’s office which may be required by law and all such other duties as are properly required of him by the Board of Directors.  The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect.

4.5.

President.  The President shall be the Chief Operating Officer of the Company and shall have general supervision and control of the business, affairs and properties of the Company and its general officers, and shall see that all orders and resolutions of the Board of Directors are carried into effect.  He shall have the power to appoint and remove all subordinate officers, agents and employees, except those elected or appointed by the Board of Directors, and shall execute all bonds, mortgages, contracts and other instruments of the Company requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Company may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President.  The President shall also perform such other duties and may exercise such other powers as fr om time to time may be assigned to him by these Bylaws or by the Board of Directors.  In the incapacity to act of the Chairman of the Board, the President shall serve as acting Chairman of the Board, and when so acting, shall have all the powers of and be subject to the restrictions of such office.

4.6.

Chief Operating Officer.  As the Chief Operating Officer, the President shall have general charge and supervision of the day to day operations of the Company (subject to the direction of the Board of Directors), and, in general, shall perform such other duties as are incident to the office of a chief operating officer of a corporation, including those duties customarily performed by persons occupying such office, and shall perform such other duties as, from time to time, may be assigned to him by the Board of Directors.

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4.7.

Vice President.  The Board of Directors may appoint such Vice Presidents as may be recommended by the President or as the directors deem necessary or appropriate.  Vice Presidents may be designated as Senior Vice Presidents, Executive Vice Presidents or some other designation as the Board of Directors deems appropriate (each a “Vice President”).  Each Vice President shall perform such duties as the Board of Directors may from time to time prescribe and have such other powers as the President may from time to time prescribe.

4.8.

Chief Financial Officer.  The Chief Financial Officer shall be the chief accounting officer of the Company and shall have general charge and supervision of the day to day financial operations of the Company (subject to the direction of the Board of Directors), and, in general, shall perform such other duties as are incident to the office of a chief financial officer of a corporation, including those duties customarily performed by persons occupying such office, and shall perform such other duties as, from time to time, may be assigned to him by the Board of Directors or the Audit Committee.

4.9.

Secretary.  The Secretary shall attend the meetings of the Board of Directors and all meetings of stockholders and record the proceedings thereof in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required.  The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be.  If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then the Chairman of the Board may choose another officer to cause such notice to be given.  The Secretary shall have custody of the seal of the Company and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the Company and to attest the affixing by his signature.  The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

4.10.

Treasurer.  The Treasurer shall have the custody of the Company’s funds and securities and shall keep full and accurate accounts of receipt and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Chief Financial Officer or the Board of Directors.  The Treasurer shall disburse the funds of the Company as may be ordered by the Chief Financial Officer or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board and the Board of Directors, at its regular meeting, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the liquidity of the Company.  If required by the Board of Directors, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Company.

4.11.

Controller.  The Controller, if there is one, shall maintain records of all assets, liabilities, and transactions of the Company and shall be responsible for the design, installation and maintenance of accounting and cost control systems and procedures for the Company and shall perform such other duties and have such other powers as from time to time may be assigned to him by the Chief Financial Officer, Board of Directors or the Audit Committee.

4.12.

Assistant Secretaries.  Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

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4.13.

Assistant Treasurers.  Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer.  If required by the Board of Directors, an Assistant Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belong ing to the Company.

4.14.

Assistant Controllers.  Except as may be otherwise provided in these Bylaws, Assistant Controllers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, or the Controller, and in the absence of the Controller or in the event of his disability or refusal to act, shall perform the duties of the Controller, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Controller.

4.15.

Other Officers.  Such other officers as the Board of Directors may choose shall perform such duties and have such powers, subordinate to those powers specifically delegated to certain officer in these Bylaws, as from time to time may be assigned to them by the Board of Directors.  The President of the Company shall have the power to choose such other officers and to prescribe their respective duties and powers, subject to control by the Board of Directors.

4.16.

Vacancies.  Whenever any vacancies shall occur in any office by death, resignation, increase in the number of offices of the Company, or otherwise, the same shall be filled by the Board of Directors (or the President, in accordance with Paragraph 4.3 of these Bylaws, subject to control by the Board of Directors), and the officer so appointed shall hold office until such officer’s successor is elected or appointed in accordance with these Bylaws or until his earlier death, resignation or removal.

4.17.

Removal.  Any officer or agent of the Company may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

4.18.

Action with Respect to Securities of Other Corporations.  Unless otherwise directed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President, any Vice President and the Treasurer of the Company shall each have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of security holders of or with respect to any action of security holders of any other corporation in which the Company may hold securities and otherwise to exercise any and all rights and powers which the Company may possess by reason of its ownership of securities in such other corporation.

ARTICLE V
Capital Stock

5.1.

Certificates for Shares.  The certificates for shares of the capital stock of the Company shall be in such form as may be approved by the Board of Directors from time to time.  The Company shall deliver one or more certificates to each of the Company’s stockholders, which shall represent the number of shares to which such stockholder is entitled.  Certificates shall be signed by the Chairman of the Board, the President or a Vice President and either the Secretary or an Assistant Secretary, and may bear the seal of the Company or a facsimile thereof.  The signatures of such officers upon a certificate may be facsimiles.  The stock record books and the blank stock certificates shall be kept by the Secretary, or at the office of such transfer agent or transfer agents as the Board of Directors may from time to time by resolution determine.  In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if such person were such officer at the date of its issuance.

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5.2.

Multiple Classes of Stock.  As the Company is authorized to issue more than one class of capital stock and more than one series of preferred stock, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of each of the certificates the Company issues to represent such class or series of stock; provided that, to the extent allowed by law, in lieu of such statement, the face or back of such certificates may state that the Company will furnish a copy of such statement without charge to each requesting stockholder.

5.3.

Transfer of Shares.  The shares of stock of the Company shall be transferable only on the books of the Company by the holders thereof in person or by their duly authorized attorneys or legal representatives upon surrender and cancellation of certificates for a like number of shares.

5.4.

Ownership of Shares.  As the Company is entitled to treat the holder of record of any share or shares of capital stock as the holder in fact thereof under Paragraph 2.5 hereof, the Company shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Nevada.

5.5.

Regulations Regarding Certificates.  The Board of Directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration or the replacement of certificates for shares of capital stock of the Company.

5.6.

Lost or Destroyed Certificates.  The Board of Directors may determine the conditions upon which a new certificate representing shares of the capital stock of the Company may be issued in place of a certificate which is alleged to have been lost, stolen or destroyed; and may, in its discretion, require the owner of such certificate or his legal representative to give bond, with sufficient surety, to indemnify the Company and each transfer agent and registrar against any and all losses or claims that may arise by reason of the issue of a new certificate in the place of the one so lost, stolen or destroyed.

ARTICLE VI
Indemnification

6.1.

General.  The Company shall indemnify its directors, officers, employees, agents and others as provided in the Articles of Incorporation.  

6.2.

Request for Indemnification.  A party requesting indemnification (the “Indemnitee”) shall submit notice of such request in writing to the Secretary of the Company.  Such notice of request for indemnification shall contain sufficient information to reasonably inform the Company about the nature and extent of the indemnification or advance sought by the Indemnitee.  The Secretary shall promptly advise the Board of Directors of any such request.

6.3.

Extension of Rights.  No amendment, alteration or repeal of this Article VI or any provision hereof shall be effective as to any Indemnitee for acts, events and circumstances that occurred, in whole or in part, before such amendment, alteration or repeal.  The provisions of this Article VI shall continue as to an Indemnitee whose Corporate Status has ceased for any reason and shall inure to the benefit of his heirs, executors and administrators.  Neither the provisions of this Article VI nor those of any agreement to which the Company is a party shall be deemed to preclude the indemnification of any person who is not specified in this Article VI as having the right to receive indemnification or is not a party to any such agreement, but whom the Company has the power or obligation to indemnify under the provisions of the NRS.

6.4.

Insurance and Subrogation.  The Company shall not be liable under the Articles of Incorporation or this Article VI to make any payment of amounts otherwise indemnifiable hereunder if, but only to the extent that, the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.  In the event of any payment hereunder, the Company shall be subrogated to the extent of such payment to all the rights of recovery of the Indemnitee, who shall execute all papers required and take all action reasonably

9

requested by the Company to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

6.5.

Severability.  If any provision or provisions of this Article VI shall be held to be invalid, illegal or unenforceable for any reason whatsoever, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby; and, to the fullest extent possible, the provisions of this Article VI shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

6.6.

Notices.  Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee shall, if he anticipates or contemplates making a claim for expenses or an advance pursuant to the terms of the Articles of Incorporation and this Article VI, notify the Company of the commencement of such action, suit or proceeding; provided, however, that any delay in so notifying the Company shall not constitute a waiver or release by the Indemnitee of rights hereunder and that any omission by the Indemnitee to so notify the Company shall not relieve the Company from any liability that it may have to the Indemnitee otherwise than under the Articles of Incorporation or this Article VI.  Any communication required or permitted to the Company shall be addressed to the Secretary and any such communication to the Indemnitee shall be addressed to the Indemnitee’s address as sho wn on the Company’s records unless he specifies otherwise and shall be personally delivered or delivered by overnight mail delivery.  Any such notice shall be effective upon receipt.

6.7.

Contractual Rights.  The right to be indemnified or to the advancement or reimbursement of expenses (a) is a contract right based upon good and valuable consideration, pursuant to which the Indemnitee may sue as if these provisions were set forth in a separate written contract between the Indemnitee and the Company, (b) is and is intended to be retroactive and shall be available as to events occurring prior to the adoption of these provisions, and (c) shall continue after any rescission or restrictive modification of such provisions as to events occurring prior thereto.

ARTICLE VII
Miscellaneous Provisions

7.1.

Bylaw Amendments.  These Bylaws may be amended as provided in the Articles of Incorporation.

7.2.

Books and Records.  The Company shall keep books and records of account and shall keep minutes of the proceedings of its stockholders, its Board of Directors and each committee of its Board of Directors.

7.3.

Notices; Waiver of Notice.  Whenever any notice is required to be given to any stockholder, director or committee member under the provisions of the NRS, the Articles of Incorporation or these Bylaws, said notice shall be deemed to be sufficient if given by deposit of the same in the United States mail, with postage paid thereon, addressed to the person entitled thereto at his address as it appears on the records of the Company, and such notice shall be deemed to have been given on the day of such mailing.

Whenever any notice is required to be given to any stockholder, director or committee member under the provisions of the NRS, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

7.4.

Resignations.  Any director or officer may resign at any time.  Such resignations shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the President or the Secretary.  The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

7.5.

Seal.  The seal of the Company shall be in such form as the Board of Directors may adopt.

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7.6.

Fiscal Year.  The fiscal year of the Company shall be as provided by a resolution adopted by the Board of Directors.

7.7.

Facsimile Signatures.  In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any director or officer of the Company may be used whenever and as authorized by the Board of Directors.

7.8.

Reliance upon Books, Reports and Records.  Each director and each member of any committee designated by the Board of Directors shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the Company by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Company.

ARTICLE VIII
Adoption of Bylaws

8.1.

Adoption.  These Bylaws were adopted by the Board of Directors as of _______, 2009.

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

ATTACHMENT D

SETTLEMENT AGREEMENT

SETTLEMENT

THIS AGREEMENT is made this ____ day of April, 2009, by and between ___________________ (the “Undersigned”) and HUMAN BIOSYSTEMS, a California corporation (the “Company”).

WHEREAS, on April ___, 2009, the Company, Human BioSystems Acquisition Company, and San West, Inc. have executed that certain Plan and Agreement of Triangular Merger Between Human BioSystems, Human BioSystems Acquisition Company and San West, Inc. (the “Plan of Merger”) to which reference is hereby made and which Plan of Merger is expressly incorporated herein by reference for all purposes; and

WHEREAS, before the Plan of Merger can become effective (the “Effective Date” as defined in the Plan of Merger), the Company must make arrangements to satisfy certain of its creditors as described in the Plan of Merger; and

WHEREAS, the Undersigned and the Company desire to execute this Agreement pursuant to the Plan of Merger;

NOW, THEREFORE, in consideration of the foregoing and the following mutual covenants, the parties agree as follows:

1.

Settlement.  Upon the Effective Date of the Plan of Merger, and as a result of the mutual covenants and considerations contained herein, the Undersigned, individually and for its assigns, predecessors, successors, joint venturers, heirs, executors, administrators, personal representatives, and trustees, and any other person at interest therewith, does hereby agree to accept $__________ in full and final payment of all sums owing to the Undersigned by the Company (the “Indebtedness”).  It is agreed that that the Undersigned will accept payment of the Indebtedness upon the payment by the Company to the Undersigned and other designated creditors of the Company in such manner whereby each will receive, pro rata, 20 percent of the net income of the Company (as hereinafter defined) and 30 percent of any newly invested capital in the Company until the Undersigned and such creditors have been paid in full .

As used herein, the “net income of the Company” shall mean for any period, gross revenues and other proper income credits, less all proper income charges, including taxes on income, of the Company for such period, all determined in accordance with GAAP (hereinafter defined), provided that (i) there shall not be included in such revenues (1) any gains resulting from any write-up of assets, (2) any proceeds of any life insurance policy or (3) any gain which is classified as “extraordinary” in accordance with GAAP, and (ii) capital gains may be included in such revenues only to the extent of capital losses.

As used herein, “GAAP” shall mean generally accepted accounting principles as set forth in the opinions, statements and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the Financial Accounting Standards Board and such other persons who shall be approved by a significant segment of the accounting profession and concurred in by the independent public accountants certifying any financial statements of the Company.

2.

Release of the Company.  Upon payment in full of the Indebtedness, the Undersigned without any further action shall be deemed to have released and forever discharged the Company, its assigns, predecessors, successors, joint venturers, personal representatives, stockholders, officers, directors, employees, underwriters, attorneys, and trustees, and any other person at interest therewith, from and against any and all claims, demands, debts, interest, expenses, dues, liens, liabilities, causes of action including court costs or attorneys’ fees, or any other form of compensation, it may now own or hereafter acquire against the Company, whether statutory, in contract, in tort, either at law or in equity, including quantum meruit, as well as any other kind or character of action on account of, growing out of, relating to or concerning, whether directly or indirectly, the Indebtedness, any other instrument, agreem ent or transaction, whether written or oral, in connection with the Indebtedness, or any other transaction or occurrence of any nature whatsoever occurring before the execution of this Agreement.  Provided, however, if the Company does not pay in full the Indebtedness, then the release by the Undersigned shall be null and void and of no force or effect.

1

3.

Acknowledgment by the Undersigned.  The Undersigned acknowledges and agrees that upon the payment in full of the Indebtedness, the release and discharge set forth above is a general release.  The Undersigned further agrees that it will accept the payment of the Indebtedness as a complete compromise of matters involving disputed issues of law and fact.  The Undersigned further acknowledges that the general release set forth hereinabove shall be given voluntarily, based solely upon the judgment of the Undersigned formed after consultation with its attorney, and is not based upon any representations or statements of any kind or nature whatsoever made by or on behalf of the Company as to the liability, if any, of the Company, or the value of the Indebtedness or any other matter relating thereto.  Additionally, the Undersigned expressly states and acknowledges that no promise, agreement, or repr esentation, other than those expressed herein, have been made by the Company to the Undersigned or its attorney in order to induce the execution of this Agreement.

4.

General Release of the Undersigned.  As a result of the mutual covenants and considerations contained herein, the Company, individually and for its assigns, predecessors, successors, joint venturers, personal representatives, stockholders, officers, directors employees, underwriters, attorneys, and trustees, and any other person at interest therewith, hereby releases and forever discharges the Undersigned, its partners, employees, assigns, predecessors, successors, joint venturers, heirs, executors, administrators, personal representatives, and trustees, and any other person at interest therewith, from and against any and all claims, demands, debts, interest, expenses, dues, liens, liabilities, causes of action including court costs or attorneys’ fees, or any other form of compensation, they may now own or hereafter acquire against the Undersigned, whether statutory, in contract, in tort, either at law or in equit y, including quantum meruit, as well as any other kind or character of action on account of, growing out of, relating to or concerning, whether directly or indirectly, the Indebtedness, any other instrument, agreement or transaction, whether written or oral, in connection with the Indebtedness, or any other transaction or occurrence of any nature whatsoever occurring before the execution of this Agreement.

5.

Acknowledgment by the Company.  The Company acknowledges and agrees that the release and discharge set forth above is a general release.  The Company further agrees that the payment of the Indebtedness specified herein is as a complete compromise of matters involving disputed issues of law and fact.  The Company further acknowledges that the general release set forth herein above is given voluntarily, based solely upon the judgment of the Company formed after consultation with its attorney, and is not based upon any representations or statements of any kind or nature whatsoever made by or on behalf of the Undersigned as to the liability, if any, of the Company, or the value of the Indebtedness or any other matter relating thereto.  Additionally, the Company expressly states and acknowledges that no promise, agreement, or representation, other than those expressed herein, have been made by t he Undersigned to the Company or their attorney in order to induce the execution of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

____________________________

HUMAN BIOSYSTEMS

By

    Harry Masuda, President

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

ATTACHMENT E

PROPERTIES TO BE SOLD

Named Parties:

Harry Masuda, Paul Okimoto, David Winter, Luis Toledo and/or Assigns

Property Description:

1.

All patents, rights, know how, data, technical papers including other intellectual assets, or any hard assets relating to work done at Human BioSystems prior to merger such as platelets, organ, cell and tissue preservation. The following table defines the patents issued, expired and in process which is part of the property to be sold:

Patent #

Description

6413713

Methods and Apparatus for Preserving Biological Materials

6828090

Compositions, Methods and Apparatuses for Preserving Platelets

7202020

Compositions, Methods and Apparatuses for Preserving Platelets

7083910

Preservation of Blood Cells

7029839

Methods and Solutions for Storing Donor Organs

There are numerous other patents granted in other countries and patents in process which are included as property.

2.

Share certificate in Environmental BioMass Energy (EBE) owned by Human BioSystems.

Consideration:

The Named Parties and/or their Assigns will assume the liabilities defined below:

1.

$411,554 of liability (wages) owed to related parties in USA

2.

$136,262.80 of liability (wages) owed to related parties in Russia

Total liabilities assumed is $547,816.80

(The liabilities are current to December 31, 2008. Current numbers through March 31, 2009 to be provided)

Schedule 13(c)

Violations of Various Documents

None.

Schedule 13(g)

States in which San West is Qualified to do Business

California.

Schedule 13(j)

Change in Present Status

None.

Schedule 13(k)

Tax Return Deficiencies

None.

Schedule 13(l)

Litigation

None.

Schedule 13(m)

Material Violations

None.

Schedule 13(n)

Defaults

None.

Schedule 13(o)

Failure to have all Permits and Approvals

None.

Schedule 13(p)

Properties

None.

Schedule 13(q)

Patents and Trademarks

None.

Schedule 13(r)

Compliance with Environmental Laws

None.

Schedule 13(s)

Absence of Certain Changes or Events

None.

Schedule 13(v)

Employment Contracts

None.

EX-3.1

EX-3.3

EX-3.4

EXHIBIT 3.4

BYLAWS OF

HUMAN BIOSYSTEMS ACQUISITION COMPANY

ARTICLE I
Offices

1.1.

Registered Office.  The registered office of HUMAN BIOSYSTEMS ACQUISITION COMPANY (the “Company”) required by Section 78.035 of the Nevada Revised Statutes or any successor statute (the “NRS”) to be maintained in the State of Nevada shall be the registered office named in the Articles of Incorporation of the Company, as they may be amended or restated from time to time in accordance with the NRS (the “Articles of Incorporation”).

1.2.

Other Offices.  The Company may also have offices at such other places both within and without the State of Nevada as the Board of Directors of the Company (the “Board of Directors”) may determine from time to time or as the business of the Company may require.

ARTICLE II
Meetings of Stockholders

2.1.

Place of Meetings.  Meetings of the Company’s stockholders shall be held at such place within or without the State of Nevada as may be designated by the Board of Directors or the officer calling the meeting, or, in the absence of such designation, at the principal office of the Company.

2.2.

Annual Meeting.  An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire or to fill vacancies and for the transaction of such other business as may properly come before the meeting, shall be held on such date and at such time as the Board of Directors shall fix and set forth in the notice of the meeting, which date shall be within 13 months subsequent to the last annual meeting of stockholders.  At the annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the annual meeting as set forth in Paragraph 2.8 hereof.  Failure to hold the annual meeting at the designated time shall not work a dissolution of the Company.

2.3.

Special Meetings.  Subject to the rights of the holders of any series of the Company’s preferred stock (the “Preferred Stock”), as designated in any resolutions adopted by the Board of Directors and filed with the State of Nevada (a “Preferred Stock Designation”), special meetings of the stockholders may be called at any time only by (a) the Chairman of the Board, (b) the Chief Executive Officer, (c) the President, (d) the holders of at least 10 percent of all of the shares entitled to vote at the proposed special meeting, or (e) the Board of Directors pursuant to a duly adopted resolution.  Special Stockholder Meetings may not be called by any other person or persons or in any other manner.  Elections of directors need not be by written ballot unless the Bylaws shall so provide.  Upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the Secretary to fix the date of the meeting to be held not less than 10 nor more than 60 days after the receipt of the request and to give due notice thereof, as required by the NRS.  If the Secretary shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so.

2.4.

Notice of Meeting.  Written or printed notice of all meetings, stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board or Secretary, to each stockholder entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered to a stockholder when deposited in the United States mail addressed to such stockholder at such stockholder’s address as it appears on the stock transfer records of the Company, with postage thereon prepaid.

2.5.

Registered Holders of Shares; Closing of Share Transfer Records; and Record Date.

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(a)

Registered Holders as Owners.  Unless otherwise provided under the NRS, the Company may regard the person in whose name any shares are registered in the stock transfer records of the Company at any particular time (including, without limitation, as of a record date fixed pursuant to subparagraph (b) of this Paragraph 2.5) as the owner of such shares at that time for purposes of voting, receiving distributions thereon or notices in respect thereof, transferring such shares, exercising rights of dissent with respect to such shares, entering into agreements with respect to such shares, or giving proxies with respect to such shares; and neither the Company nor any of its officers, directors, employees or agents shall be liable for regarding that person as the owner of such shares at that time for those purposes, regardless of whether that person possesses a certificate for such shares.

(b)

Record Date.  For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive a distribution by the Company (other than a distribution involving a purchase or redemption by the Company of any of its own shares) or a share dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than 60 days and, in the case of a meeting of stockholders, not less than 10 days, prior to the date on which the particular action requiring such determination of stockholders is to be taken.  The Board of Directors shall not close the books of the Company against transfers of shares during the whole or any part of such period.

If the Board of Directors does not fix a record date for any meeting of the stockholders, the record date for determining stockholders entitled to notice of or to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance with Paragraph 7.3 of these Bylaws notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

2.6.

Quorum of Stockholders; Adjournment.  Unless otherwise provided in the Articles of Incorporation, a majority of the outstanding shares of capital stock of the Company entitled to vote, present in person or represented by proxy, shall constitute a quorum at any meeting of the stockholders, and the stockholders present at any duly convened meeting may continue to do business until adjournment notwithstanding any withdrawal from the meeting of holders of shares counted in determining the existence of a quorum.  Unless otherwise provided in the Articles of Incorporation or these Bylaws, any meeting of the stockholders may be adjourned from time to time by the chairman of the meeting or the holders of a majority of the issued and outstanding stock, present in person or represented by proxy, whether or not a quorum is present, without notice other than by announcement at the meeting at which such adjournment is taken, an d at any such adjourned meeting at which a quorum shall be present any action may be taken that could have been taken at the meeting originally called; provided that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

2.7.

Voting by Stockholders.

(a)

Voting on Matters Other than the Election of Directors.  With respect to any matters as to which no other voting requirement is specified by the NRS, the Articles of Incorporation or these Bylaws, and, subject to the rights of the holders of any series of Preferred Stock to elect directors under specific circumstances, the affirmative vote required for stockholder action shall be that of a majority of the shares present in person or represented by proxy at the meeting (as counted for purposes of determining the existence of a quorum at the meeting).

(b)

Voting in the Election of Directors.  Unless otherwise provided in the Articles of Incorporation or these Bylaws in accordance with the NRS, directors shall be elected by a plurality of the votes cast by the holders of outstanding shares of capital stock of the Company entitled to vote in the election of directors at a meeting of stockholders at which a quorum is present.

(c)

Consents in Lieu of Meeting.  Any action that is required or permitted to be taken by the stockholders of the Company at any annual or special meeting of stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that

2

proportion of written consents is required.  In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given.

(d)

Telephone Meetings.  Stockholders may participate in a meeting of stockholders by means of a telephone conference or similar methods of communication by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this subsection constitutes presence in person at the meeting.

(e)

Other.  The Board of Directors, in its discretion, or the officer of the Company presiding at a meeting of stockholders of the Company, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

2.8.

Business to be Conducted at Annual or Special Stockholder Meetings. At any annual or special meeting of stockholders, only such business shall be conducted, and only such proposals shall be acted upon, as shall have been disclosed in the notice delivered to the stockholders with respect to such meeting.

2.9.

Proxies.  Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him by proxy.  Proxies for use at any meeting of stockholders shall be filed with the Secretary, or such other officer as the Board of Directors may from time to time determine by resolution, before or at the time of the meeting.  All proxies shall be received and taken charge of and all ballots shall be received and canvassed by the secretary of the meeting who shall decide all questions relating to the qualification of voters, the validity of the proxies, and the acceptance or rejection of votes, unless an inspector or inspectors shall have been appointed by the chairman of the meeting, in which event such inspector or inspectors shall decide all such questions.

2.10.

Approval or Ratification of Acts or Contracts by Stockholders.  The Board of Directors in its discretion may submit any act or contract for approval or ratification at any annual meeting of the stockholders, or at any special meeting of the stockholders called for the purpose of considering any such act or contract, and any act or contract that shall be approved or be ratified by the vote of the stockholders holding a majority of the issued and outstanding shares of stock of the Company entitled to vote and present in person or by proxy at such meeting (provided that a quorum is present), shall be as valid and as binding upon the Company and upon all the stockholders as if it has been approved or ratified by every stockholder of the Company.

2.11.

Inspectors of Election.  The Company shall, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Company, to act at the meeting or any adjournment thereof and to make a written report thereof.  The Company may designate one or more persons as alternate inspectors to replace any inspector who fails to act.  If no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman or the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.  Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his ability.

The inspector or inspectors so appointed or designated shall: (a) ascertain the number of shares of capital stock of the Company outstanding and the voting power of each such share; (b) determine the shares of capital stock of the Company represented at the meeting and the validity of proxies and ballots; (c) count all votes and ballots; (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and (e) certify their determination of the number of shares of the capital stock of the Company represented at the meeting and such inspectors’ count of all votes and ballots.  Such certification and report shall specify such other information as may be required by law.  In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Company, the inspectors may consider such information as is permitted b y applicable law.  No person who is a candidate for an office at an election may serve as an inspector at such election.

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ARTICLE III
Directors

3.1.

Powers, Number, Classification and Tenure.

(a)

The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board of Directors.  Each director shall hold office for the full term for which such director is elected and until such director’s successor shall have been duly elected and qualified or until his earlier death or resignation or removal in accordance with the Articles of Incorporation or these Bylaws.

(b)

Within the limits specified in the Articles of Incorporation, and subject to the rights of the holders of any series of Preferred Stock to elect directors under specific circumstances, the number of directors that shall constitute the whole Board of Directors shall be fixed by, and may be increased or decreased from time to time by, the affirmative vote of a majority of the stockholders of the Company or a majority of the members at any time constituting the Board of Directors.  Except as provided in the Articles of Incorporation, and subject to the rights of the holders of any series of Preferred Stock to elect directors under specific circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining direc tors then in office, even though less than a quorum of the Board of Directors.  Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director’s successor shall have been elected and qualified or until his earlier death, resignation or removal.  No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3.2.

Qualifications.  Directors need not be residents of the State of Nevada or stockholders of the Company.

3.3.

Place of Meeting; Order of Business.  Except as otherwise provided by law, meetings of the Board of Directors, regular or special, may be held either within or without the State of Nevada, at whatever place is specified by the person or persons calling the meeting.  In the absence of specific designation, the meetings shall be held at the principal office of the Company.  At all meetings of the Board of Directors, business shall be transacted in such order as shall from time to time be determined by the Chairman of the Board, or in his absence by the President, or by resolution of the Board of Directors.

3.4.

Regular Meetings.  Regular meetings of the Board of Directors shall be held, in each case, at such hour and on such day as may be fixed by resolution of the Board of Directors, without further notice of such meetings.  The time or place of holding regular meetings of the Board of Directors may be changed by the Chairman of the Board by giving written notice thereof as provided in Paragraph 3.6 hereof.

3.5.

Special Meetings.  Special meetings of the Board of Directors shall be held, whenever called by the Chairman of the Board or by resolution adopted by the Board of Directors, in each case, at such hour and on such day as may be stated in the notice of the meeting.

3.6.

Attendance at and Notice of Meetings.  Written notice of the time and place of, and general nature of the business to be transacted at, all special meetings of the Board of Directors, and written notice of any change in the time or place of holding the regular meetings of the Board of Directors, shall be given to each director personally or by mail or by telegraph, telecopier or similar communication at least one day before the day of the meeting; provided, however, that notice of any meeting need not be given to any director if waived by him in writing, or if he shall be present at such meeting.  Participation in a meeting of the Board of Directors shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

3.7.

Quorum of and Action by Directors.  A majority of the directors in office shall constitute a quorum of the Board of Directors for the transaction of business; but a lesser number may adjourn from day to day until a quorum is present.  Except as otherwise provided by law or in these Bylaws, all questions shall be decided by the vote of a majority of the directors present at a meeting at which a quorum is present.

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3.8.

Board and Committee Action Without a Meeting.  Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or such committee, as the case may be, and shall be filed with the Secretary.

3.9.

Board and Committee Telephone Meetings.  Subject to the provisions required or permitted by the NRS for notice of meetings, unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in and hold a meeting of such Board of Directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Paragraph 3.9 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

3.10.

Compensation.  Directors shall receive such compensation for their services as shall be determined by the Board of Directors.

3.11.

Removal.  Except as otherwise provided in any Preferred Stock Designation, any director may be removed from office only by the affirmative vote of the holders of a majority or more of the combined voting power of the then outstanding shares of capital stock of the Company entitled to vote at a meeting of stockholders called for that purpose, voting together as a single class.

3.12.

Committees of the Board of Directors.

(a)

The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees, each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee.  Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS.  Any such committee may authorize the seal of the Company to be affixed to all papers whi ch may require it.  In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors.

(b)

The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it.  A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors.  The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors.  Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary.  Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof.  In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.  Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of a member of a committee shall not of itself create contract rights.

5

(c)

Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary.

ARTICLE IV
Officers

4.1.

Designation.  The officers of the Company shall consist of a Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Secretary, Chief Financial Officer, Treasurer, Controller and such Executive, Senior or other Vice Presidents, Assistant Secretaries, Assistant Treasurers, Assistant Controllers and other officers as may be elected or appointed by the Board of Directors from time to time.  Any number of offices may be held by the same person.  The Chairman of the Board may also serve as the Chief Executive Officer.  The Chairman of the Board shall be chosen from the directors.  All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective stockholders and of the Board of Directors.

4.2.

Election and Term of Office.  The elected officers of the Company shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors held at the time of each annual meeting of the stockholders.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient.  Subject to Paragraph 4.17 of these Bylaws, each officer shall hold office until such officer’s successor shall have been duly elected and shall have qualified or until such officer’s death or until such officer shall resign.

4.3.

Chairman of the Board.  The Chairman of the Board shall be the Chief Executive Officer of the Company and shall preside at all meetings of the stockholders and of the Board of Directors.  Except where by law the signature of the President is required, the Chairman of the Board shall possess the same power as the President to sign all contracts, certificates and other instruments of the Company which may be authorized by the Board of Directors.  The Chairman of the Board shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.  In the absence or incapacity to act of the President, the Chairman of the Board shall serve as acting President, and when so acting, shall have all the powers of and be subject to the restrictions of such office.

4.4.

Chief Executive Officer.  The Chief Executive Officer shall be responsible for the general management of the affairs of the Company and shall perform all duties incidental to the Chief Executive Officer’s office which may be required by law and all such other duties as are properly required of him by the Board of Directors.  The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect.

4.5.

President.  The President shall be the Chief Operating Officer of the Company and shall have general supervision and control of the business, affairs and properties of the Company and its general officers, and shall see that all orders and resolutions of the Board of Directors are carried into effect.  He shall have the power to appoint and remove all subordinate officers, agents and employees, except those elected or appointed by the Board of Directors, and shall execute all bonds, mortgages, contracts and other instruments of the Company requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Company may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President.  The President shall also perform such other duties and may exercise such other powers as fr om time to time may be assigned to him by these Bylaws or by the Board of Directors.  In the incapacity to act of the Chairman of the Board, the President shall serve as acting Chairman of the Board, and when so acting, shall have all the powers of and be subject to the restrictions of such office.

4.6.

Chief Operating Officer.  As the Chief Operating Officer, the President shall have general charge and supervision of the day to day operations of the Company (subject to the direction of the Board of Directors), and, in general, shall perform such other duties as are incident to the office of a chief operating officer of a corporation, including those duties customarily performed by persons occupying such office, and shall perform such other duties as, from time to time, may be assigned to him by the Board of Directors.

6

4.7.

Vice President.  The Board of Directors may appoint such Vice Presidents as may be recommended by the President or as the directors deem necessary or appropriate.  Vice Presidents may be designated as Senior Vice Presidents, Executive Vice Presidents or some other designation as the Board of Directors deems appropriate (each a “Vice President”).  Each Vice President shall perform such duties as the Board of Directors may from time to time prescribe and have such other powers as the President may from time to time prescribe.

4.8.

Chief Financial Officer.  The Chief Financial Officer shall be the chief accounting officer of the Company and shall have general charge and supervision of the day to day financial operations of the Company (subject to the direction of the Board of Directors), and, in general, shall perform such other duties as are incident to the office of a chief financial officer of a corporation, including those duties customarily performed by persons occupying such office, and shall perform such other duties as, from time to time, may be assigned to him by the Board of Directors or the Audit Committee.

4.9.

Secretary.  The Secretary shall attend the meetings of the Board of Directors and all meetings of stockholders and record the proceedings thereof in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required.  The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be.  If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then the Chairman of the Board may choose another officer to cause such notice to be given.  The Secretary shall have custody of the seal of the Company and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the Company and to attest the affixing by his signature.  The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

4.10.

Treasurer.  The Treasurer shall have the custody of the Company’s funds and securities and shall keep full and accurate accounts of receipt and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Chief Financial Officer or the Board of Directors.  The Treasurer shall disburse the funds of the Company as may be ordered by the Chief Financial Officer or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board and the Board of Directors, at its regular meeting, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the liquidity of the Company.  If required by the Board of Directors, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Company.

4.11.

Controller.  The Controller, if there is one, shall maintain records of all assets, liabilities, and transactions of the Company and shall be responsible for the design, installation and maintenance of accounting and cost control systems and procedures for the Company and shall perform such other duties and have such other powers as from time to time may be assigned to him by the Chief Financial Officer, Board of Directors or the Audit Committee.

4.12.

Assistant Secretaries.  Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

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4.13.

Assistant Treasurers.  Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer.  If required by the Board of Directors, an Assistant Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belong ing to the Company.

4.14.

Assistant Controllers.  Except as may be otherwise provided in these Bylaws, Assistant Controllers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, or the Controller, and in the absence of the Controller or in the event of his disability or refusal to act, shall perform the duties of the Controller, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Controller.

4.15.

Other Officers.  Such other officers as the Board of Directors may choose shall perform such duties and have such powers, subordinate to those powers specifically delegated to certain officer in these Bylaws, as from time to time may be assigned to them by the Board of Directors.  The President of the Company shall have the power to choose such other officers and to prescribe their respective duties and powers, subject to control by the Board of Directors.

4.16.

Vacancies.  Whenever any vacancies shall occur in any office by death, resignation, increase in the number of offices of the Company, or otherwise, the same shall be filled by the Board of Directors (or the President, in accordance with Paragraph 4.3 of these Bylaws, subject to control by the Board of Directors), and the officer so appointed shall hold office until such officer’s successor is elected or appointed in accordance with these Bylaws or until his earlier death, resignation or removal.

4.17.

Removal.  Any officer or agent of the Company may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

4.18.

Action with Respect to Securities of Other Corporations.  Unless otherwise directed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President, any Vice President and the Treasurer of the Company shall each have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of security holders of or with respect to any action of security holders of any other corporation in which the Company may hold securities and otherwise to exercise any and all rights and powers which the Company may possess by reason of its ownership of securities in such other corporation.

ARTICLE V
Capital Stock

5.1.

Certificates for Shares.  The certificates for shares of the capital stock of the Company shall be in such form as may be approved by the Board of Directors from time to time.  The Company shall deliver one or more certificates to each of the Company’s stockholders, which shall represent the number of shares to which such stockholder is entitled.  Certificates shall be signed by the Chairman of the Board, the President or a Vice President and either the Secretary or an Assistant Secretary, and may bear the seal of the Company or a facsimile thereof.  The signatures of such officers upon a certificate may be facsimiles.  The stock record books and the blank stock certificates shall be kept by the Secretary, or at the office of such transfer agent or transfer agents as the Board of Directors may from time to time by resolution determine.  In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if such person were such officer at the date of its issuance.

8

5.2.

Multiple Classes of Stock.  As the Company is authorized to issue more than one class of capital stock and more than one series of preferred stock, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of each of the certificates the Company issues to represent such class or series of stock; provided that, to the extent allowed by law, in lieu of such statement, the face or back of such certificates may state that the Company will furnish a copy of such statement without charge to each requesting stockholder.

5.3.

Transfer of Shares.  The shares of stock of the Company shall be transferable only on the books of the Company by the holders thereof in person or by their duly authorized attorneys or legal representatives upon surrender and cancellation of certificates for a like number of shares.

5.4.

Ownership of Shares.  As the Company is entitled to treat the holder of record of any share or shares of capital stock as the holder in fact thereof under Paragraph 2.5 hereof, the Company shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Nevada.

5.5.

Regulations Regarding Certificates.  The Board of Directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration or the replacement of certificates for shares of capital stock of the Company.

5.6.

Lost or Destroyed Certificates.  The Board of Directors may determine the conditions upon which a new certificate representing shares of the capital stock of the Company may be issued in place of a certificate which is alleged to have been lost, stolen or destroyed; and may, in its discretion, require the owner of such certificate or his legal representative to give bond, with sufficient surety, to indemnify the Company and each transfer agent and registrar against any and all losses or claims that may arise by reason of the issue of a new certificate in the place of the one so lost, stolen or destroyed.

ARTICLE VI
Indemnification

6.1.

General.  The Company shall indemnify its directors, officers, employees, agents and others as provided in the Articles of Incorporation.  

6.2.

Request for Indemnification.  A party requesting indemnification (the “Indemnitee”) shall submit notice of such request in writing to the Secretary of the Company.  Such notice of request for indemnification shall contain sufficient information to reasonably inform the Company about the nature and extent of the indemnification or advance sought by the Indemnitee.  The Secretary shall promptly advise the Board of Directors of any such request.

6.3.

Extension of Rights.  No amendment, alteration or repeal of this Article VI or any provision hereof shall be effective as to any Indemnitee for acts, events and circumstances that occurred, in whole or in part, before such amendment, alteration or repeal.  The provisions of this Article VI shall continue as to an Indemnitee whose Corporate Status has ceased for any reason and shall inure to the benefit of his heirs, executors and administrators.  Neither the provisions of this Article VI nor those of any agreement to which the Company is a party shall be deemed to preclude the indemnification of any person who is not specified in this Article VI as having the right to receive indemnification or is not a party to any such agreement, but whom the Company has the power or obligation to indemnify under the provisions of the NRS.

6.4.

Insurance and Subrogation.  The Company shall not be liable under the Articles of Incorporation or this Article VI to make any payment of amounts otherwise indemnifiable hereunder if, but only to the extent that, the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.  In the event of any payment hereunder, the Company shall be subrogated to the extent of such payment to all the rights of recovery of the Indemnitee, who shall execute all papers required and take all action reasonably

9

requested by the Company to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

6.5.

Severability.  If any provision or provisions of this Article VI shall be held to be invalid, illegal or unenforceable for any reason whatsoever, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby; and, to the fullest extent possible, the provisions of this Article VI shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

6.6.

Notices.  Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee shall, if he anticipates or contemplates making a claim for expenses or an advance pursuant to the terms of the Articles of Incorporation and this Article VI, notify the Company of the commencement of such action, suit or proceeding; provided, however, that any delay in so notifying the Company shall not constitute a waiver or release by the Indemnitee of rights hereunder and that any omission by the Indemnitee to so notify the Company shall not relieve the Company from any liability that it may have to the Indemnitee otherwise than under the Articles of Incorporation or this Article VI.  Any communication required or permitted to the Company shall be addressed to the Secretary and any such communication to the Indemnitee shall be addressed to the Indemnitee’s address as sho wn on the Company’s records unless he specifies otherwise and shall be personally delivered or delivered by overnight mail delivery.  Any such notice shall be effective upon receipt.

6.7.

Contractual Rights.  The right to be indemnified or to the advancement or reimbursement of expenses (a) is a contract right based upon good and valuable consideration, pursuant to which the Indemnitee may sue as if these provisions were set forth in a separate written contract between the Indemnitee and the Company, (b) is and is intended to be retroactive and shall be available as to events occurring prior to the adoption of these provisions, and (c) shall continue after any rescission or restrictive modification of such provisions as to events occurring prior thereto.

ARTICLE VII
Miscellaneous Provisions

7.1.

EX-3.5

EX-3.6

EX-3.7

EX-10.1

EXHIBIT 10.1

SAN WEST, INC.

CHARTER OF THE AUDIT COMMITTEE

Purpose

The purpose of the Audit Committee is to assist the Board of Directors (the “Board”) in fulfilling its oversight responsibilities relating to the Company’s (1) financial statements and auditing, accounting and related reporting processes, and (2) systems of internal controls regarding finance, accounting, financial reporting, and business practices and conduct established by management and the Board.

Membership and Procedures

·

Membership and Appointment.  The Committee shall consist of at least three members of the Board, with the exact number being determined by the Board.  The members of the Committee shall be appointed and replaced from time to time by the Board.

·

Independence and Qualifications.  Each member of the Committee shall meet the independence and experience requirements of the applicable provisions of federal law and the rules and regulations promulgated thereunder and the applicable rules of The Nasdaq Stock Market, the New York Stock Exchange, or any other exchange where the shares of the Company may be listed or quoted for sale.

·

Resources.  The Committee shall have the authority to retain, at the Company’s expense, special legal, accounting or other consultants to advise the Committee and to authorize or conduct investigations into any matters within the scope of its responsibilities.  The Committee shall have sole authority to approve related fees and retention terms.  The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee, and shall have full access to all books, records, facilities and personnel of the Company in connection with the discharge of its responsibilities.

·

Evaluation.  The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board.

Duties and Responsibilities

Described below are the common recurring activities and responsibilities of the Committee in carrying out its oversight functions.  These activities and responsibilities are set forth below as a guide to the Committee with the understanding that the Committee may alter or supplement them as appropriate under the circumstances to the extent permitted by applicable law, regulation or listing standard.

Documents/Reports Review

·

Review and discuss the Company’s annual audited financial statements and quarterly financial statements with management and the independent auditors, including the Company’s disclosures under the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s reports filed with the Securities and Exchange Commission and, with respect to the annual financial statements, the appropriateness and quality of accounting and auditing principles and practices as well as the adequacy of internal controls that could significantly affect the Company’s financial statements.

·

Review and discuss with management and the independent auditors the Company’s earnings press releases before they are issued, and discuss generally with management the nature of any additional financial information or earnings guidance to be provided publicly and/or to ratings agencies.

EX-10.2

EXHIBIT 10.2

SAN WEST, INC.

CODE OF BUSINESS CONDUCT

Introduction

This Code of Business Conduct (“Code”) applies to San West, Inc. and all of its subsidiaries, together referred to below as the “Company.”

We expect each employee to use sound judgment to help us maintain appropriate compliance procedures and to carry out our business in compliance with laws and high ethical standards.  Each employee of the Company is expected to read this Code and demonstrate personal commitment to the standards set forth in this Code.

Our officers and other supervising employees are expected to be leaders in demonstrating this personal commitment to the standards outlined in this Code and recognizing indications of illegal or improper conduct.

All employees are expected to report appropriately any indications of illegal or improper conduct.

An employee who does not comply with the standards set forth in this Code may be subject to discipline in light of the nature of the violation, including termination of employment.

The Code of Business Conduct is not a detailed guide for all situations you may face.  No code can cover every possible situation and no code is a substitute for good judgment and timely communication, given the specific factual situation.  Nevertheless, it is a basic statement of what is expected of you and what you can expect from the Company.  It is critical that you read and understand this document.

How to Report Your Concerns

·

Where to Direct Questions.  If you have questions about this Code or concerns about any of the matters listed herein, please first consider speaking with your immediate manager or supervisor.  If you do not wish to communicate with that person on the matter, or if you conclude that speaking with your immediate manager has not produced results, please feel free to contact any member of our management or director level personnel in the finance, legal, or human resources departments.

·

Raising Ethical Concerns is Protected.  Each of our employees has a responsibility to report any concerns that others in the Company or our agents may have engaged in illegal or unethical conduct relating to our business.  If an employee knows of illegal or unethical conduct and allows it to continue by not reporting it, this failure may lead to discipline.  We do not discriminate against employees who honestly report their concerns to us.  In addition, under federal law, the Company may not discharge or otherwise discriminate against an employee for any lawful act by the employee to provide information or assist in an investigation by us or by the government of violations of federal securities laws.

·

Exception: Deliberately False Claims Are Prohibited.  However, it is a violation of our standards for any employee to communicate any information which the employee knows to be false, including a knowingly false report of illegal or unethical conduct.

·

Where to Report Your Concerns.  If you wish to report or discuss any problem concerning the Company or the matters outlined below, please promptly inform your supervising manager, or report the matter to our in-house General Counsel.  If you wish to communicate any matter anonymously, you are free to do so.  We will maintain the confidentiality of your communication to the extent possible given the Company’s obligations to take appropriate action under applicable laws.  Communications intended to be confidential should be mailed in writing without indicating your name or address to the Company at _______________________ ..  You should keep a copy of this communication yourself in the event you need to show that you took steps to correct a problem you observed.  There is a form for the purpose of reporting any such concern attached to this Code.

1

·

Reporting Accounting Related Concerns.  In addition to the above, if you have concerns about the Code of Ethical Conduct for Financial Managers, accounting, internal accounting controls, or auditing matters relating to the Company, you should consult our policy on Reporting Suspected Financial Integrity Concerns described in this Code.

·

Suggestions for Effective Communication.  In making a report, including an anonymous report, you should provide as much information as possible in order to allow an investigator to evaluate the report.  If specific documents or computer files will show the violation, these should be identified.  If possible, you should provide a means by which you can be contacted in the event an investigator needs follow-up information or wishes to report back to you as to what he or she has learned.

Our Commitment to Stockholders

We expect our employees to share a commitment to protect our assets and manage our business in the best interests of our stockholders.

·

Accuracy of Our Records and Reporting.  All financial and other business information pertaining to the Company must be accurately recorded, all financial records and transactions must adhere to our system of internal controls and accounting requirements, and no one shall enter any false or artificial information in our records or reporting systems.  All Company information must be reported honestly and accurately, whether in internal personnel, safety, or other records or in information we release to the public or file with government agencies.

·

Disclosure Controls and Procedures.  We are required by SEC rules to maintain effective “disclosure controls and procedures” so that financial and non-financial information we are required to report in our SEC filings is timely and accurately reported both to our senior management and in the filings we make.  All employees are expected, within the scope of their employment duties, to support the effectiveness of our disclosure controls and procedures.

·

Stock Trading and Confidential Information Policy.  The Company’s stock trading policy prohibits any employee who is aware of material non-public information concerning the Company from buying or selling securities of the Company or engaging in any other action to take advantage of that information.  This policy also applies to information relating to any other company, including our customers, partners or suppliers, obtained in the course of employment.  Employees must not disclose or “tip” any of this material nonpublic information to family, friends, or others outside the Company.  You should consult our Insider Trading Policy, which sets forth more fully your obligations in this regard.

·

No Selective Disclosure.  In addition, SEC rules also prohibit selective disclosure of material nonpublic information to those outside the Company in most circumstances.  Therefore, all employees are expected to assist the Company in keeping all material nonpublic information about the Company strictly confidential unless and until the Company makes an authorized press release or other authorized public communication or filing,

·

Information to the Public.  Our policy is to provide timely public dissemination of material information about our business only through our employees authorized for this purpose.  Employees are not under any circumstance to discuss the Company’s financial, business, or other information with the press (except for those employees expressly authorized for this purpose) or on any Internet or other “discussion board,” “chat room,” or similar forum.  Requests from the media, analysts, or stockholders about the Company must be forwarded to our Chief Financial Officer for review by our professional staff having responsibility for these matters.  Please consult our policy statement on Disclosure of Company Information for additional information regarding your obligations in this regard.

·

Protection of Company Assets.  Each employee is personally responsible to use the Company’s assets only for our lawful, corporate purposes approved by management.  All employees should help the Company protect its assets from misuse, theft, damage, or other loss.  Improper or unauthorized personal use of Company assets is prohibited.

·

Intellectual Property.  Employees should help the Company maintain the value of its intellectual property by using care to keep our trade secrets and other nonpublic information confidential, and limit access to nonpublic information to those authorized to use it in their duties for the Company.  If customers or suppliers provide nonpublic information to us in their dealings with us, our employees are expected to protect that information in the same manner as the Company’s property.  Employees should also consult the Employee Confidentiality Agreement they entered into upon employment with the Company and must abide by its terms.

·

Communications.  Employees are expected to use appropriate judgment and discretion in their email, memos, notes and other formal and informal communications relating to our business.  Communications relating to our business must avoid inappropriate or derogatory comments about other individuals or companies, unprofessional language, and unauthorized financial, legal, or business statements.

·

Retention of Records.  Employees are expected to follow the records retention and destruction policies that we implement and communicate from time to time.  It is the Company’s policy not to destroy or alter our records or documents (whether in paper form, emails, or otherwise) in response to or in anticipation of any legal proceeding or government inquiry or investigation.  Federal criminal liability may be imposed on any person who (i) corruptly alters, destroys, mutilates, or conceals a record, document, or other object with the intent to impair its availability for use in an official proceeding, or (ii) knowingly alters, covers up, falsifies, or makes a false entry in any record, document, or tangible object with the intent to impede or obstruct the investigation or administration of any matter by a federal government agency or bankruptcy court.

2

Our Commitment to Customers and Business Partners

We are committed to excellence in service and performance for our customers, and building mutually advantageous alliances with our business partners.

·

Customer Relationships.  Our policy is to build lasting relationships with our customers through superior development and support, and honest sales and marketing.  We will comply with applicable advertising laws and standards, including a commitment that our advertising and marketing will be truthful, non-deceptive, and fair, and will be backed up with evidence before advertising claims are made.  Our policy also prohibits making false or deceptive statements about our competitors, and giving or accepting kickbacks, bribes, inappropriate gifts, and other matters prohibited under the conflict of interest topic in this Code.

·

Protecting Information about Others.  We are committed to treating confidential information of our customers and business partners with at least the level of care we use to protect our own proprietary or confidential information.  All employees are expected to use sound judgment in limiting access to confidential information about our customers and business partners to those individuals in the Company who need to know this information to carry out their jobs.

·

Commitment to Quality.  Our long-term reputation and business viability depend upon our continued maintenance of high quality in the products and services we provide.  We are committed to deliver our products only in accordance with the documentation, safety, quality control, and other procedures we maintain from time to time.

·

Special Concerns with Government Customers.  Special legal and contracting rules usually apply to our dealings with domestic and foreign government agencies.  Many national, state, or other local governmental agencies impose bidding or procurement requirements, special billing and accounting rules, and restrictions on subcontractors or agents we may engage.  Domestic or foreign laws or regulations may also impose strict limits on any kind of benefits or gifts offered to officials, including limitations on hiring former government officials or their family members.  Our employees who deal with domestic or foreign government agencies are expected to know the laws applicable to these business activities, and to use sound judgment to avoid any violations of the letter or spirit of the laws prohibiting corrupt practices in connection with government contracting.

·

Suppliers.  Our contracts with suppliers of products and services to us are to be based exclusively on the best interests of the Company and its business, reflect a fair price for the deliverables provided to us, and documented in accordance with appropriate approval, contracting, and internal control procedures.

·

Business with Third Parties.  We expect that our consultants, agents, distributors, subcontractors, and other business partners will adhere to lawful and ethical business practices.  It is important to the Company’s reputation that we avoid doing business with companies which violate applicable laws or have reputations which could harm our business.  Our policy prohibits engaging agents or other third parties to do indirectly what we as a company should not do under our own policies outlined in this Code.

Our Commitment to Each Other

We expect each employee to promote a positive working environment for all.

·

Respect for Our Employees.  The Company’s employment decisions will be based on reasons related to our business, such as job performance, individual skills and talents, and other business-related factors.  Company policy requires adherence to all national, state, or other local employment laws.  Company policy prohibits discrimination in any aspect of employment based on race, color, religion, sex, sexual preference, marital status, national origin, disability, or age, within the meaning of applicable laws.

·

Abusive or Harassing Conduct Prohibited.  Company policy prohibits abusive or harassing conduct by our employees toward others, such as unwelcome sexual advances, comments based on ethnic, religious, or racial aspects, or other non-business, personal comments or conduct which makes others uncomfortable in their employment with us.  We encourage employees to report harassment or other inappropriate conduct as soon as it occurs.  Supervisors must report harassment that they observe or which comes to their attention.

·

Health and Safety.  We expect all employees to help us to maintain a healthy and safe working environment and to report promptly any unsafe or hazardous conditions or materials, injuries, and accidents connected with our business.  Employees must not work under the influence of any substances that would impair the safety of themselves or others.  All threats or acts of physical violence or intimidation are prohibited, regardless of whether the speaker intended them to be threatening.

3

Competition

We are committed to compete effectively, but lawfully, in our business markets.

·

Compliance with Antitrust Laws.  The Company and its employees must comply with the antitrust and unfair competition laws of the countries in which the Company engages in business.  These laws vary by country and can be complex.  Employees having roles which may implicate antitrust laws are responsible for knowing the laws that apply to their business activities, and should speak to the Legal Department if any questions arise.  Generally, these laws prohibit or regulate attempts to monopolize or otherwise restrain trade, selling products below cost, price fixing or other agreements with competitors that would divide or allocate customers or otherwise harm customers, “tying” arrangements that require a customer who wishes to buy a given product to buy other products or services, artificially maintaining prices, and certain other overly restrictive agreements. & nbsp;Our employees must not exchange nonpublic sales information with competitors.

·

Fair Methods of Competition.  The Company is committed to competition on a lawful and ethical basis.  Our employees must not use improper or illegal means of gaining competitive information that is confidential or proprietary information owned by others.  Our employees must not use or disclose confidential or proprietary information which they may have from past employment with other employers.

Conflicts of Interest

We expect all of our employees to avoid allowing their private interests to interfere, or appear to interfere, with the interests of the Company as a whole.

·

Generally.  Employees are expected to make or participate in business decisions and actions in the course of their employment with us based on the best interests of the Company as a whole, and not based on personal relationships or benefits.  Although some general guidelines are provided in this Code, our employees are expected to apply sound judgment to avoid conflicts of interest that could negatively affect the Company or its business, whether or not we have specific rules for that particular situation.  Employees are expected to disclose to us any situations that may involve inappropriate or improper conflicts of interests affecting them personally or affecting other employees or those with whom we do business, as described in “How to Report Your Concerns” discussed above.

·

Business Referrals.  A conflict of interest could arise if an employee of the Company, an immediate family member, or close personal friend has a substantial financial or other personal stake in a company that transacts business with us.  Employees should not use their position with the Company to influence the negotiation, bidding, or selection process of these business transactions.  Employees in a potential conflict of interest situation should disclose the relationship or interest to and seek guidance from their supervisors.  In certain circumstances, the employee and his or her supervisor will need to seek the prior written authorization of our Chief Executive Officer or Chief Financial Officer.  In similar circumstances, our executive officers shall disclose such interest to and obtain the approval of our Audit Committee.  In considering whether to appro ve the business transaction, we may take into account whether there is a likelihood that the relationship will improperly influence the decision to do business with the company and whether we would have a valid business reason to do business with the company if the relationship did not exist.

·

Personal Investments.  Generally, our employees must avoid investments in other companies with which we do business (or that are our competitors) if these investments could create the fact or appearance of a conflict of interest.  Investing in less than five percent in publicly traded securities of other companies is generally not prohibited so long as there is no violation of our policy relating to trading while in possession of material nonpublic information about other companies.  Employees desiring to invest in more than five percent in publicly traded securities of other companies must first disclose such proposed investment to his or her supervisor and obtain the prior written authorization of our Chief Executive Officer or Chief Financial Officer.  Our executive officers shall disclose the proposed investment to and obtain the approval of our Audit Committee.

·

Corporate Opportunities.   Employees must also refrain from purchasing property or otherwise taking for themselves personally a business opportunity that they learn about through their employment with us or use of the Company’s information.

·

Prohibited Competition.  Employees may not compete with us during the term of their employment, and may not initiate any steps to compete with us while still employed by the Company.

·

Outside Compensation and Activities.  While employed by us, our employees must not work for or seek or accept personal payments from any customer, supplier, competitor, distributor, reseller, or other business partner of the Company, except as approved in writing by an authorized officer of the Company.  Trade secrets and other nonpublic know-how and information learned at the Company must not be used in activities outside the Company or in other ways that could harm our business.

·

Outside Board Service.  Employees are required to obtain prior written authorization from the Company for service as a director, general partner, manager, officer, or similar position with any privately-held or public business entity or as an appointee to any kind of governmental or quasi-governmental agency or body.  Service solely as a director or trustee of nonprofit corporations engaged in charitable activities does not require approval unless that activity could involve improper conflicts of interest.

·

Gifts and Gratuities.  Our employees must not seek or accept gifts or gratuities in the form of services or other items of value from our customers, other business partners, or other parties with whom the Company contracts.  Our employees must not offer or give anything of value that could be or appear to be a bribe or otherwise illegal payment.  These prohibitions do not apply to items of truly nominal value such as generally free promotional items, assuming these items are not otherwise prohibited by applicable law or custom.  Employees should never accept anything that would appear to create a conflict of interest.  In the unusual situation where refusal to accept a true gift might hurt our business, be sure to consult the appropriate officer or manager of the Company concerning the proper means of resolving the situation.

4

·

Business Entertainment.  Extending or accepting invitations to reasonable meal, public event, and similar business activities incurred for bona fide business purposes are generally acceptable, assuming the costs are not disproportionate to the business purpose and otherwise do not create the fact or appearance of a conflict of interest.  Our employees are expected to avoid sponsoring or accepting invitations to highly expensive events funded with corporate funds or personal celebrations such as birthday parties with costs paid with corporate funds at which the business purpose may appear incidental.  Attending entertainment events which may appear contrary to professional standards of conduct should be avoided.  Government officials should not be invited to entertainment events without first assuring that appropriate management of the Company appr oves the invitation and confirms that it is not prohibited by law.

·

Travel.  Employees are expected to comply with the Company’s travel policies in effect from time to time.  We expect that all travel-related expenses must be used, accurately reported, and recorded in compliance with these policies.  If these expenses are to be paid by a customer or other business partner of ours, or if you wish to pay the expenses of your customer or other business contact, or any representative of a government agency, traveling to our location, your manager or one of our officers must approve these in advance.

Legal Compliance Generally

We expect our employees to be committed to pro-active compliance with all applicable laws and regulations affecting the Company and its business.  In addition to the laws referred to elsewhere in this Code:

·

General Standard of Compliance.  Our employees must comply with all applicable laws and regulations in every location in which we conduct our business.  Competitive factors, personal goals, and pressure from supervisors, customers, or others shall never be an acceptable excuse for violating applicable laws.

·

Prohibited Corrupt Practices.  The Company must comply with the United States Foreign Corrupt Practices Act and other anti-corruption laws that apply wherever we do business.  Our employees and agents must not directly or indirectly offer or make a corrupt payment to any domestic or foreign government officials or employees of enterprises owned or controlled by a government agency.  Our employees must not engage in any form of fraud, including but not limited to embezzlement, theft, hiding, or misuse of Company assets, or falsification of records.

·

Prohibited Political Contributions.  Unless first approved by an executive officer of the Company, none of our employees shall contribute in the Company’s name or on the Company’s behalf, any cash, services, or property of any kind for or in support of any political candidate, committee, initiative, or activity.  No lobbying efforts or contracts shall be undertaken in the Company’s name or on the Company’s behalf without the prior approval of the Chief Financial Officer or the Legal Department.

·

Import and Export Restrictions.  The Company and its employees must comply with applicable restrictions under domestic and foreign laws relating to importing or exporting technology, products, services, or regulated information.  Employees who travel on Company business to foreign countries are expected to know and abide by applicable import/export and similar restrictions.

·

Environmental Laws.  We respect the policies and requirements of domestic and foreign laws aimed at protecting the environment.  We expect a commitment from our employees to report appropriately any violations of environmental laws and any exposure to hazardous materials or substances which are not being handled or disposed of properly.

·

Intellectual Property Laws.  We expect our employees to conduct our business and use our business systems and facilities in ways which avoid any violations of copyright, trademark, service mark, patent, trade secret, or other intellectual property rights held by third parties.

·

Software Development.  Our software products must be free and clear of any improper copying or unauthorized use of software code or confidential information owned by third parties.  It is against Company policy to intentionally adopt the “look and feel” of software or other products of third parties.  Our employees engaged in the development, implementation, and maintenance of our software must avoid any actions that would impair our rightful ownership of our software or our reputation for providing reliable, proprietary software products.

5

Code of Ethical Conduct for Financial Managers

·

Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships;

·

Provide constituents with information that is accurate, complete, objective, relevant, timely, and understandable to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to the SEC and other government agencies, and disseminates in other public communications;

·

Comply with rules and regulations of federal, state, provincial, and local governments, and other appropriate private and public regulatory agencies;

·

Act in good faith, responsibly, with due care, competence, and diligence, without misrepresenting material fads or allowing his or her independent judgment to be subordinated;

·

Respect the confidentiality of information acquired in the course of his or her work except when authorized or otherwise legally obligated to disclose.  Confidential information acquired in the course of his or her work is not used for personal advantage;

·

Share knowledge and maintain skills important and relevant to their constituents’ needs;

·

Proactively promote ethical behavior as a responsible partner among peers in the work environment and community; and

·

Achieve responsible use of and control over all assets and resources employed or entrusted to him or her.

Our Communities

We respect our employees’ involvement in the community, charity, and political activities and causes they may choose, so long as these activities do not interfere with job responsibilities to us.  No employee may represent that the employee’s views or activities represent the Company.  Our employees must not engage in any unwanted solicitations or pressure toward other employees relating to charitable, religious, or political causes.

Waivers Requested by Our Officers and Directors

This Code applies to our officers as well as to our employees generally.  Our directors are also expected to abide by the principles of this Code, within the scope of their duties as directors, as if they were employees of the Company.  Any waiver of this code of conduct for any individual officer or director of the Company must be approved, if at all, in advance by a majority of the independent directors serving on our board of directors.  Any such waivers granted will be publicly disclosed in accordance with applicable rules, regulations, and listing standards.

Adoption

This Code is adopted effective immediately and applies to all employees, officers, and directors of San West, Inc. worldwide, including direct and indirect subsidiaries.

Attachment:

Reporting Financial Integrity Concerns

EX-10.3

EXHIBIT 10.3

CODE OF ETHICS FOR SENIOR EXECUTIVE
OFFICERS AND SENIOR FINANCIAL OFFICERS

In addition to the Code of Business Conduct of San West, Inc. (the “Company”) that applies to all employees and directors of the Company, the following shall specifically apply to the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, and all financial officers, including the principal accounting officer (individually, an “Officer” and collectively, the “Officers”).

1.

Each Officer is responsible for full, fair, accurate, timely and understandable disclosure in all periodic reports and financial disclosures required to be filed by the Company with the SEC or disclosed to the Company’s stockholders and/or the public.

2.

Therefore, each Officer shall immediately bring to the attention of the Audit Committee, or Disclosure Compliance Officer, any material information of which the Officer becomes aware that affects the disclosures made by the Company in its public filings and assist the Audit Committee or Disclosure Compliance Officer in fulfilling its responsibilities for full, fair, accurate, timely and understandable disclosure in all periodic reports required to be filed with the SEC.

3.

Each of the Officers shall immediately bring to the attention of the Audit Committee or Disclosure Compliance Officer any information he may have concerning:

(a)

Defects, deficiencies, or discrepancies related to the design or operation of internal controls which may affect the Company’s ability to accurately record, process, summarize, report and disclose its financial data; or

(b)

Any fraud, whether or not material, that involves management or other employees who have influential roles in the Company’s financial reporting, disclosures or internal controls.

4.

Each Officer shall promptly notify the Company’s General Counsel, or the President or Chief Executive Officer as well as the Audit Committee of any information he may have concerning any violation of the Company’s Code of Business Conduct or this Code of Ethics for Senior Executive Officers and Senior Financial Officers, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

5.

Each Officer shall immediately bring to the attention of the General Counsel, the President or the Chief Executive Officer and the Audit Committee any information he may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent of the Company.

6.

The Board of Directors shall determine, or designate appropriate persons to determine, the appropriate actions to be taken in the event of a reported violation of this Code of Ethics for Senior Executive Officers and Senior Financial Officers.  The actions taken shall be designed to deter wrongdoing and to promote accountability for adherence to this Code.  Such action may include a written notice to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension without pay or benefits (as determined by the Board) and termination of employment.

In determining what action should be taken, the Board, or its designee, shall take into account all relevant information, including:

(a)

The nature and severity of the violation;

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Code of Ethics for Senior Executives V2.doc

(b)

Whether the violations was a single occurrence or repeated occurrences;

(c)

Whether the violation appears to have been intentional or inadvertent;

(d)

Whether the individual in question had been advised prior to the violation as to the proper course of action; and

(e)

Whether or not the individual in question has committed other violations in the past.

7.

Any waiver of this Code of Ethics for Senior Executive Officers and Senior Financial Officers for any Officer must be approved, if at all, in advance by a majority of the independent directors serving on our Board of Directors.  Any such waivers granted will be publicly disclosed in accordance with applicable rules, regulations, and listing standards.

By Order of the Board of Directors,

By  /s/

    ___________, Chairman of the Board

Dated June ____, 2008.

2

EX-10.4

EXHIBIT 10.4

SAN WEST, INC.

CHARTER OF THE COMPENSATION COMMITTEE

Purpose

The purpose of the Compensation Committee of the Board of Directors of San West, Inc. is to assist the Board in meeting its responsibilities with regard to oversight and determination of executive compensation and to review and make recommendations to the Board with respect to major compensation plans, policies and programs of the Company.

Membership and Procedures

Membership and Appointment.  The Committee shall consist of not fewer than two members of the Board, with the exact number being determined by the Board.  Members of the Committee shall be appointed from time to time to serve in such capacity by the Board.

Independence.  Each member shall meet the independence and outside director requirements of applicable tax and securities laws and regulations and stock market rules.

Authority to Retain Advisors.  In the course of its duties, the Committee shall have the sole authority, at the Company’s expense, to retain and terminate compensation consultants and other advisors as the Committee may deem appropriate, including the sole authority to approve any such advisor’s fees and other retention terms.

Evaluation.  The Committee shall annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board.

1

Duties and Responsibilities

The Compensation Committee shall:

1.

Review, and make recommendations for approval by the independent members of the Board regarding, corporate goals and objectives relevant to the compensation of the Company’s executive officers.

2.

Review, and make recommendations for approval by the independent members of the Board regarding, the compensation for the Chief Executive Officer and other executive officers of the Company, including, as applicable, (a) base salary, (b) bonus, (c) long-term incentive and equity compensation, and (d) any other compensation, perquisites, and special or supplemental benefits.

3.

Establish and modify the terms and conditions of employment of the Chief Executive Officer and other executive officers of the Company, by contract or otherwise.

4.

Make recommendations to the full Board regarding the fees and other compensation to be paid to members of the Board for their service as directors and as members of committees of the Board.

5.

Administer the stock plans of the Company (other than with respect to stock option grants to members of the Board of Directors, which shall be considered by the entire Board) in accordance with the terms of such plans and to grant and issue, or recommend the grant and issuance of, awards thereunder, including stock options, stock units, restricted stock and stock appreciation rights, to executive officers of the Company.

6.

Review the Company’s incentive compensation and other benefit plans and practices and recommend changes in such plans and practices to the Board.

7.

Administer the other compensation plans that may be adopted from time to time as authorized by the Board, including the Company’s Employee Stock Purchase Plan and 401(k) Plan(s).

8.

Prepare or cause to be prepared the Compensation Committee report on executive compensation as required by SEC rules for inclusion in the Company’s annual proxy statement or Annual Report on Form 10-K filed with the SEC and any other reports or disclosure required with respect to such Committee by any applicable proxy or other rules of the SEC.

9.

Perform such other activities and functions related to executive compensation as may be assigned from time to time by the Board.

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EX-10.5

EXHIBIT 10.5

CORPORATE GOVERNANCE PRINCIPLES
OF THE BOARD OF DIRECTORS
OF SAN WEST, INC.

The Board of Directors, as representatives of the stockholders, is committed to the achievement of business success and the enhancement of long-term stockholder value with the highest standards of integrity and ethics.  In that regard, the Board has adopted these principles to provide an effective corporate governance framework for San West, Inc., intending to reflect a set of core values that provide the foundation for the Company’s governance and management systems and its interactions with others.

1.

Ethics and Values.  The Board and management are jointly responsible for managing and operating the Company’s business with the highest standards of responsibility, ethics and integrity.  In that regard, the Board expects each director, as well as each member of senior management, to lead by example in a culture that emphasizes trust, integrity, honesty, judgment, respect, managerial courage and responsibility.  Furthermore, the Board also expects each director and each member of senior management to act ethically at all times and to adhere to the policies, as well as the spirit, expressed in the Company’s Code of Ethics for Senior Executive Officers and Senior Financial Officers.  The Board will not permit any waiver of any ethics policy for any director or executive officer.

2.

Roles of Board and Management.  It is the responsibility of the Board to direct, guide and oversee the conduct of the Company’s business and to ensure that the interests of the stockholders are being served.  In carrying out that responsibility, the Board considers its primary functions to include the following:

(a)

Management Planning and Oversight.  Selecting, evaluating and compensating the Chief Executive Officer (“CEO”) and planning for CEO succession; providing counsel and oversight in the selection, evaluation and compensation of, and succession planning for, other members of senior management; and approving the appointment and compensation of executive officers.

(b)

Strategic and Operational Planning.  Reviewing, understanding and approving long-term strategic plans and annual operating plans, and monitoring the implementation and execution of those plans.

(c)

Major Corporate Actions.  Reviewing, understanding and approving significant financial and business transactions and other major corporate actions.

(d)

Financial Reporting.  Reviewing, understanding and approving financial statements and reports, and overseeing the establishment and maintenance of controls, processes and procedures to ensure accuracy, integrity and clarity in financial and other disclosures.

(e)

Governance, Compliance and Risk Management.  Establishing and maintaining governance and compliance processes and procedures to ensure that the Company is managed with the highest standards of responsibility, ethics and integrity.

(f)

General Advice to Management.  Providing general advice and counsel to the CEO and senior management in connection with issues arising during the course of managing the Company’s business.

3.

Role of Management.  It is the responsibility of management, under the direction of the CEO, to conduct the Company’s business and affairs in an effective, responsible and ethical manner, consistent with the principles and direction established by the Board.  In carrying out that responsibility, management is charged with the following:

1

Corporate Governance Principles.doc

(a)

Organizing Management.  Selecting qualified management and implementing an organizational structure that is efficient and appropriate for the Company’s operations and culture.

(b)

Strategic and Operational Planning and Implementation.  Developing long-term strategic plans and annual operating plans, presenting those plans to the Board, implementing and executing approved plans and recommending and executing changes to those plans as necessary.

(c)

Managing Risk.  Identifying and managing the risks that the Company undertakes in the course of carrying out its business and managing the Company’s overall risk profile.

(d)

Financial Reporting.  Ensuring the integrity of the financial statements and reports by implementing, and supervising the operation of, systems, controls, processes and procedures that allow the Company to record, process, summarize and report information timely and accurately and produce financial statements and other disclosures that fairly present the Company’s financial condition and results of operations and permit stockholders to understand the Company’s business, financial soundness and risks.

4.

Board Composition and Structure.

(a)

General Qualifications.  Each director should possess the highest standards of personal and professional ethics and integrity, practical wisdom and mature judgment, and should be committed to staunchly representing the interests of the stockholders.  A director should have an inquisitive and objective perspective and a proactive, focused state of mind.  The Board should be comprised of a diverse group of individuals with significant leadership accomplishments in international business, government, education or not-for-profit activities, who have been associated with institutions noted for excellence, and who have broad experience and the ability to exercise sound business judgment.

(b)

Independence.  The Board believes that its primary function is to manage the Company’s business in the best interests of the stockholders and that those interests are best served by having a substantial number of objective, independent representatives on the Board.  Consequently, at all times, a majority of the directors will be “independent.”  For this purpose, a director shall be considered to be “independent” only if the Board affirmatively determines that the director does not have any direct or indirect material relationship with the Company that may impair, or appear to impair, the director’s ability to make independent judgments.

With respect to each director, the Board’s assessment and determination of such director’s independence shall be made by the remaining independent members of the Board.  In each case, the Board shall broadly consider all relevant facts and circumstances and shall apply the following standards:

(i)

A director will not be considered to be “independent” if any of the following conditions exist at the time of determination or existed at any time during the immediately preceding five-year period:

·

The director is employed by the Company;

·

An immediate family member of the director is employed as an officer of the Company;

·

The director is employed by or affiliated with the Company’s independent auditor;

·

An immediate family member of the director is employed as a partner, principal or manager by the Company’s independent auditor; or

·

An executive officer of the Company serves on the board of directors of a company that employs the director or employs an immediate family member of the director as an officer.

2

For purposes of the above, “immediate family member” includes spouse, parents, children, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law and other persons living in the director’s home (not including employees of the director).

(ii)

The following relationships will not be considered to be material relationships that would impair, or appear to impair, a director’s ability to make independent judgments and, therefore, will not alone prevent the director from being considered to be “independent”:

·

The director is an executive officer of a company that does business with the Company and the other company’s annual sales to, or purchases from, the Company are less than one percent of the Company’s annual revenues and less than one percent of the annual revenues of the other company;

·

The director is an executive officer of a company that is indebted to the Company or is an executive officer of a company to which the Company is indebted and, in either case, the aggregate amount of such debt is less than one percent of the Company’s total consolidated assets and less than one percent of the total consolidated assets of the other company; and

·

The director serves as an executive officer, director or trustee of a charitable organization to which the Company or any of its executive officers contributes and the combined annual contributions to such organization by the Company and its executive officers are less than one percent of that organization’s total annual charitable receipts.

The Board will review annually all commercial and charitable relationships between each director and the Company and will make a determination of such director’s independence, and the Company will disclose the Board’s determinations in the proxy statement relating to the annual meeting of stockholders.  If the Board determines that a director who has a relationship with the Company that is not described in this Paragraph 4(b) is nevertheless “independent,” such disclosures shall also include the basis for such determination.

The Board recognizes that members of the Audit Committee or the Compensation Committee may be subject to more stringent standards of “independence” pursuant to applicable rules and regulations, including the listing requirements of the various stock exchanges, accounting and auditing rules and federal securities or tax laws.  Any such more stringent standards will be reflected in the charter of the respective committee.

5.

Size of Board and Selection Process.  The number of directors constituting the full Board shall be determined from time to time by the Board, within the limits prescribed by the Company’s Articles of Incorporation and Bylaws, taking into account the size and breadth of the Company’s business and the need for Board diversity.

(a)

The Governance and Nominating Committee shall be responsible for selecting and recommending nominees for director positions to the full Board, which shall in turn submit its recommendations to the stockholders for election.  Stockholders may propose nominees for consideration through the procedures communicated to the stockholders in the annual proxy statement, and the Governance and Nominating Committee shall duly consider all such nominees.

(b)

Whenever a vacancy occurs in the Board, either because of a newly-created director position or the removal or retirement of an existing director, the Board, acting on the recommendation of the Governance and Nominating Committee, shall select a person to fill the vacancy and that person shall serve as a director until the next annual meeting of stockholders, at which time such person (or another Board nominee) shall be submitted to the stockholders for election to the Board.

6.

Retirement or Withdrawal of Directors; Conflicting Commitments.  The Board believes that directors should serve only so long as they add value to the Board.  A director’s contributions to the Board and ability to continue to contribute productively will be considered by the Governance and Nominating Committee each time a director is considered for renomination.  In that regard, the results of the annual Board self-evaluation described below will be an important factor in determining whether a director should be renominated.  No director will be asked to retire or withdraw from the Board without the approval of a majority of the remaining independent directors.

3

Recognizing that the most important factor in renomination considerations is a director’s contributions to Board deliberations and processes rather than length of service, the Board has not established any term limits on Board service.  However, directors will not be nominated for election to the Board after their _____ birthday.

Each director must be willing and able to devote sufficient time and attention to carrying out his or her duties and responsibilities effectively.  While the Board acknowledges the value in having directors with significant experience in other businesses and activities, it also understands that effective service requires substantial commitment.  Consequently, although the Board has not established specific guidelines regarding a director’s non-Company activities, it will take the nature and extent of those activities into account in renomination considerations.

Each director shall notify the Governance and Nominating Committee (a) prior to accepting a directorship or other position of responsibility with another company or (b) prior to or promptly following a significant change in personal circumstances (including a change in employment or principal job responsibilities).  The Governance and Nominating Committee will review and evaluate the circumstances and will make a recommendation to the full Board regarding the propriety of the director’s continued service on the Board.  If the Board determines that the director’s continued service on the Board would not be appropriate under the circumstances, the director shall offer his or her resignation.

7.

Presiding Director.  The Chair of the Governance and Nominating Committee (as such position is filled from time to time) shall serve as the Presiding Director.  The principal responsibility of the Presiding Director shall be to chair the executive sessions of the non-employee directors (as described below) and to perform such other roles and responsibilities as are assigned from time to time by the Governance and Nominating Committee or the full Board.  In addition, in the event of an unforeseen vacancy in the position of Chairman of the Board, the Presiding Director shall serve as interim Chairman of the Board for the sole purpose of calling and holding a special meeting of the Board to elect a new Chairman.  If, at any time, the Chair of the Governance and Nominating Committee is unable or unwilling to serve as the Presiding Director (or, in connection with any meeting, is absent or otherwise unable to perform the duties of Presiding Director at such meeting), then the most senior independent director (based on length of service on the Board) shall fulfill the duties and responsibilities of the Presiding Director until such time as the Chair of the Governance and Nominating Committee is again able and willing to perform those duties and responsibilities.

8.

Conduct of Board Meetings.

(a)

Number of Meetings and Attendance.  The Board shall be responsible for determining the appropriate number of regular meetings to hold each fiscal year.  Currently, the Board holds ___ meetings each year.  Each director is expected to attend all regular meetings of the Board and of the committees of which he or she is a member, and is expected to make every effort to attend any specially called Board or committee meetings.  In addition, each director is expected to attend the annual meeting of stockholders each year.  Except for the executive sessions of non-employee directors (as discussed below) and unless otherwise requested by the Board, the President, Chief Financial Officer and General Counsel shall attend all Board meetings.  In addition, the Chairman may request other members of management to attend all or portions of Board meetings for discussion purposes or to make appropriate presentations.

(b)

Meeting Agenda.  The Board shall be responsible for its agenda, and each director is encouraged to suggest agenda items to the Chairman or the Presiding Director at any time.  Prior to each Board meeting, the Presiding Director will review the specific agenda items for that meeting and, if needed, discuss the agenda with the Chairman.

(c)

Pre-Meeting Materials.  Prior to each regularly scheduled Board meeting, the Chairman shall distribute appropriate written materials relating to the substantive agenda items to be discussed at that meeting (unless confidentiality or sensitivity concerns suggest that materials be distributed only at the meeting).  Each director is encouraged to offer suggestions to either the Chairman or the Presiding Director regarding the nature or extent of information or materials that are regularly distributed in advance of Board meetings.

4

(d)

Executive Sessions of Non-Employee and Independent Directors.  From time to time, the directors who are not also the Company employees shall hold “executive sessions” in which they meet without the directors who are the Company’s employees.  An executive session of the non-employee directors shall be a standing agenda item at no less than two regular meetings of the Board each year and, in addition, may be called at any time by the Presiding Director or at the request of a majority of the non-employee directors.  The agenda for each executive session of the non-employee directors shall be determined by the Presiding Director, but shall focus principally on the question of whether management is performing its responsibilities in a manner consistent with the direction of the Board.

In addition, the “independent” directors (as determined pursuant to these Principles) shall meet alone in executive session at no less than two regular meetings of the Board each year.  Additional executive sessions of the independent directors may be called at any time by the Presiding Director or at the request of a majority of the independent directors.  The General Counsel shall attend executive sessions of the non-employee and independent directors as requested by the Presiding Director.

9.

Committees of the Board.  The Board shall maintain the following committees to assist it in discharging its oversight responsibilities:

(a)

Audit Committee.  The Audit Committee assists the Board in fulfilling its responsibilities to provide oversight with respect to financial statements and reports and other disclosures provided to stockholders, the system of internal controls and the audit process.

(b)

Compensation Committee.  The Compensation Committee reviews and approves, on behalf of the Board, the amounts and types of compensation to be paid to the Company’s executive officers and the non-employee directors; reviews and approves, on behalf of the Board, all bonus and equity compensation to be paid to other employees of the Company; and administers the Company’s benefit and equity compensation plans.

(c)

Governance and Nominating Committee.  The Governance and Nominating Committee oversees all matters of corporate governance for the Company, including formulating and recommending to the full Board governance policies and processes and monitoring and safeguarding the independence of the Board.  In addition, the Governance and Nominating Committee selects, evaluates and recommends to the full Board qualified candidates for election or appointment as directors.

(d)

Finance Committee.  The Finance Committee oversees all areas of corporate finance, including capital structure, equity and debt financings, capital expenditures, cash management, banking activities and relationships, investments, foreign exchange activities and share repurchase activities.

(e)

Executive Committee.  The Executive Committee may exercise all of the authority of the Board of Directors in the management of the business affairs of the Company to the extent authorized by the resolution providing for the Executive Committee or by subsequent resolution adopted by a majority of the whole Board of Directors.

The Board shall convene other standing or special committees as it deems appropriate.  Each committee is governed by a written charter approved by the full Board.  Once approved, each committee charter shall be considered to be an integral part of these Principles.  Each committee shall review its charter at least annually and shall report the results of such review (including any recommended changes) to the full Board.  Whenever a committee, pursuant to its charter, makes a decision or takes an action on behalf of the Board, the committee, through its chair, shall promptly make a report to, or otherwise notify, the full Board of such decision or action.

10.

Membership.   The membership of each committee (including the number and identity of directors comprising the committee and the director designated to serve as committee chair) shall be determined by the full Board, acting with the recommendation of the Governance and Nominating Committee.  The membership of the committees shall be rotated on a periodic basis.  The Audit Committee, the Compensation Committee and the Governance and Nominating Committee shall be comprised entirely of directors who (a) are considered to be “independent” pursuant to the standards described above under “Board Composition and Structure - Independence” and (b) satisfy any additional or supplemental independence standards applicable to the particular committee that have been established under any applicable law, rule or regulation.

5

11.

Conduct of Committee Meetings.  Within the confines of its purpose (as stated in its charter), each committee shall be responsible for determining the frequency and length of committee meetings and the agenda of items to be discussed.  The committee chair, in consultation with appropriate members of management, shall develop the agenda for each meeting and shall prepare and distribute appropriate written materials prior to the meeting.  The committee chair, generally with the assistance of a designated member of management, shall be responsible for ensuring minutes of each committee meeting are properly recorded, and the Secretary shall incorporate these minutes into the official Board minute book.  The committee chair shall be responsible for appraising the full Board on a regular basis of all committee proceedings, determinations and recommendations.

Any director shall be entitled to attend the meeting of any committee, regardless of whether he or she is a member of that committee.  Unless otherwise requested by the committee chair, appropriate members of management shall also attend committee meetings for discussion purposes or to make appropriate presentations.

12.

Other Board Operations and Practices.

(a)

Access to Senior Management.  Each director shall have complete and open access to management.  Directors are encouraged to coordinate such access or contact with management through the Chairman or the Board Liaison Office.

(b)

Director Orientation and Education.  The Board Liaison Office, under the guidance of the CEO, the Chief Financial Officer and the General Counsel, shall be responsible for providing orientation materials and arranging orientation meetings for new directors, as well as periodically providing materials or briefing sessions for all directors on subjects that would assist them in discharging their Board duties.  Each new director shall, within six months of election to the Board, spend a day at the Company’s headquarters or other facilities for personal briefing by senior management on the Company’s business, its strategic plans, its financial statements and its key policies and practices.

(c)

On-Site Days.  Each director is expected to spend at least one day each year on-site at the Company to learn about and review in detail an area of the Company’s business.  The day will be spent with management and employees in that business area and the agenda will focus on the operations of that business, the particular strategic and risk issues facing the business and the opportunities presented.  These on-site days will be coordinated through the Board Liaison Office.

(d)

Self-Evaluation.  The Board will conduct an annual self-evaluation to identify areas of concern or potential issues relating to Board and committee processes, performance and effectiveness and to assess and evaluate the overall effectiveness of individual directors.  These evaluations will be administered by the Governance and Nominating Committee and will be reviewed and discussed with the full Board.

(e)

Evaluation of CEO.  On an annual basis, the Board shall evaluate the performance and effectiveness of the CEO, as presented by the Compensation Committee.

(f)

Management Succession and Development Planning.  The Board, with recommendations from the Compensation Committee, shall approve and maintain a succession plan for the CEO.  In addition, on an annual basis, the CEO shall present to the Board a report on succession planning for senior management and a report on management development.

(g)

Compensation of Board.  The Compensation Committee shall have the responsibility for recommending to the Board compensation and benefits for non-employee directors.  The Board believes that the amount of director compensation should be fair and competitive in relation to director compensation at other companies with businesses similar in size and scope to the Company, the type of compensation should align directors’ interests with the long-term interests of stockholders, and the structure of the compensation program should be simple, transparent and easy for stockholders to understand.  On an annual basis, the Compensation Committee shall review non-employee director compensation and benefits (including insurance and indemnity) with the full Board.

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(h)

Reporting of Concerns to Independent Directors or the Audit Committee.  Anyone who has a concern about the Company’s conduct, accounting, financial reporting, internal controls or auditing matters, may communicate that concern directly to the independent directors (through the Presiding Director) or to the Audit Committee (through the committee chair).  Such communications may be confidential or anonymous, and may be e-mailed, submitted in writing or reported by phone to the Company’s Business Ethics Office.  All such concerns will be forwarded to the appropriate directors for their review and will be simultaneously reviewed and addressed by the Business Ethics Office or the Office of the Ombuds in the same way that other concerns are addressed by management.  The status of all outstanding concerns addressed to the independent directors or the Audit Committee will be reported to the full Board o n a quarterly basis.  The independent directors, the Presiding Director or the Audit Committee may direct special treatment, including the retention of outside advisors or counsel, for any concern addressed to them.  The Company’s Code of Ethics for Senior Executive Officers and Senior Financial Officers prohibits any employee from retaliating or taking any adverse action against anyone for raising or helping to resolve an integrity concern.

(i)

Access to Independent Advisors.  The Board and its committees, as well as the non-employee directors acting in executive session as described under “Conduct of Board Meetings - Executive Sessions of Non-Employee Directors,” shall have the right at any time to retain independent outside financial, legal or other advisors.

(j)

Stockholder Ratification of Independent Auditors.  Although the Board acknowledges that current law, rules and regulations, as well as the Charter of the Board’s Audit Committee, require the Company’s independent auditors to be engaged, retained and supervised by the Audit Committee, the Board considers the selection of independent auditors to be an important matter of stockholder concern and considers a proposal for stockholders to ratify such selection to be an important opportunity for stockholders to provide direct feedback to the Board on an important issue of corporate governance.  Consequently, the Board will present such a proposal to the stockholders in the proxy statement related to each annual meeting of stockholders.

(k)

Board Interaction with Institutional Investors, the Press and Others.  The Board believes that management should speak for the Company.  Individual directors may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Company.  However, it is expected that directors will do so only with the knowledge of the Chairman.

(l)

Review of Board Operations.  The Governance and Nominating Committee shall periodically review the Board’s operations under these Principles and shall report to the full Board any material deviations.

By Order of the Board of Directors,

By

    ___________, Chairman of the Board

Dated June ___, 2008.

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EX-10.6

EXHIBIT 10.6

CHARTER OF
THE EXECUTIVE COMMITTEE
OF THE BOARD OF DIRECTORS
OF SAN WEST, INC.

The Executive Committee of San West, Inc., a Nevada corporation (the “Company”), is a committee of the Board of Directors of the Company, the composition and responsibilities of which are described in this Executive Committee Charter.

1.

Composition.  In accordance with Article III of the Bylaws of the Company, the Board of Directors, by resolution adopted by a majority of the whole Board of Directors, may designate an Executive Committee.  The Executive Committee shall consist of no fewer than ___ members.  The members of the Executive Committee shall be appointed by the Board of Directors.  The Chairman of the Board of Directors shall be the Chair of the Executive Committee; provided, however, that if the Chairman of the Board of Directors is an executive officer or employee of the Company, then the Chairman of the Executive Committee of the Board of Directors shall be an independent director.  The members of the Executive Committee shall serve at the pleasure of the Board of Directors or until their successors shall be duly designated.  Vacancies in the Executive Committee shall be filled by the Board of Directors.

2.

Responsibilities.  In accordance with Article III of the Bylaws of the Company, during the intervals between the meetings of the Board of Directors, the Executive Committee shall have and may exercise all of the authority of the Board of Directors in the management of the business affairs of the Company to the extent authorized by the resolution providing for the Executive Committee or by subsequent resolution adopted by a majority of the whole Board of Directors.  This authorization is subject to the limitations imposed by law, the Bylaws of the Company or the Board of Directors.

3.

Reporting.  The Executive Committee shall keep written minutes of each meeting, which shall set forth the Committee’s actions, and shall be duly filed in the Company’s records.  Reports of meetings of the Executive Committee, including a report of all actions taken, shall be made to the Board of Directors at its next regularly scheduled meeting, following the Executive Committee meeting, accompanied by any recommendations to the Board of Directors approved by the Executive Committee.

1

EX-10.7

EXHIBIT 10.7

SAN WEST, INC.

CHARTER OF THE FINANCE COMMITTEE

1.

Purpose.  Acting pursuant to Section 78.125 of the Nevada Revised Statutes and Article III of the Company’s Bylaws, the Board of Directors has established a Finance Committee for the purpose of overseeing all areas of corporate finance for the Company and its subsidiaries, including capital structure, equity and debt financings, capital expenditures, cash management, banking activities and relationships, investments, foreign exchange activities and share repurchase activities.

2.

Membership.  The Committee will consist of a minimum of three members of the Board of Directors, the majority of whom shall meet the same independence and experience requirements of the Audit Committee of the Company and the applicable provisions of federal law and the rules and regulations promulgated thereunder and the applicable rules of The Nasdaq Stock Market, the New York Stock Exchange, or any other exchange where the shares of the Company may be listed or quoted for sale.  The members of the Committee are recommended by the Nominating and Corporate Governance Committee and are appointed by and serve at the discretion of the Board of Directors.

3.

Responsibilities.  The Finance Committee shall be responsible for reviewing with Company management, and shall have the power and authority to approve on behalf of the Board of Directors, any and all strategies, plans, policies and actions related to corporate finance, including the following:

(a)

Capital structure plans and strategies and specific equity or debt financings;

(b)

Capital expenditure plans and strategies and specific capital projects;

(c)

Strategic and financial investment plans and strategies and specific investments;

(d)

Mergers, acquisitions and divestitures;

(e)

Cash management plans and strategies and all activities relating to cash accounts and cash investments portfolio, including the establishment and maintenance of bank, investment and brokerage accounts; and

(f)

Plans and strategies for managing foreign currency exchange exposure and other exposures to economic risks.

Notwithstanding the power and authority of the Committee to act on behalf of the Board of Directors with respect to such matters, the Committee, in its discretion, may submit any such matter, along with its recommendation with respect thereto, to the full Board of Directors for consideration and approval.

4.

Authority.  Any action duly and validly taken by the Committee pursuant to the power and authority conferred under this Charter shall for all purposes constitute an action duly and validly taken by the Board of Directors and may be certified as such by the Secretary or other authorized officer of the Company.

5.

Meetings and Reports.  The Committee shall hold regular meetings at least four times each year generally in conjunction with the regularly scheduled meetings of the Board of Directors, and such special meetings as the Chair of the Committee or the Chairman of the Board may direct.  The Committee shall maintain written minutes of its meetings, which will be filed with the minutes of the Board of Directors.  At each regularly scheduled meeting of the Board of Directors, the Chair of the Committee shall provide the Board of Directors with a report of the Committee’s activities and proceedings.

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EX-10.8

EXHIBIT 10.8

SAN WEST, INC.

CHARTER OF THE GOVERNANCE AND NOMINATING COMMITTEE

Purpose

The purpose of the Governance and Nominating Committee of the Board of Directors is to assist the Board in identifying qualified individuals to become Board members and determining the composition of the Board and its committees.

Membership And Procedures

Membership and Appointment.  The Committee shall consist of not less than three members of the Board, with the exact number being determined by the Board.  The members of the Committee shall be appointed and replaced from time to time by the Board.

Independence.  Each member shall meet the independence requirements of applicable provisions of the federal securities laws and the rules promulgated thereunder and the applicable rules of The Nasdaq Stock Market, the New York Stock Exchange, or any other exchange where the shares of the Company may be listed or quoted for sale.

Authority to Retain Advisers.  In the course of its duties, the Committee shall have sole authority, at the Company’s expense, to engage and terminate search firms, as the Committee deems advisable, to identify director candidates, including the sole authority to approve the search firm’s fees and other retention terms.

Evaluation.  The Committee shall annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board.

Duties And Responsibilities

The Committee shall:

1.

Evaluate and make recommendations regarding the composition and size of the Board.

2.

Determine the composition of committees of the Board, with consideration of the desires of individual Board members.

3.

Monitor compliance with Board and Board committee membership criteria.

4.

Recommend nominees to the full Board to fill vacancies on the Board.

5.

Investigate suggestions for candidates for membership on the Board and shall recommend prospective directors, as required, to provide an appropriate balance of knowledge, experience and capability on the Board, including stockholder nominations for the Board.

EX-10.9

EXHIBIT 10.9

SAN WEST, INC.

REPORTING FINANCIAL INTEGRITY CONCERNS

If you have concerns about accounting, internal accounting controls, SEC, or auditing matters relating to our company, you may contact the company’s audit committee of our board of directors directly.  Enquiries or communications should be made in writing and mailed to:

Chairman of the Audit Committee

San West, Inc.

_________________________

_________________________

You may also raise your concerns by sending an email to our Audit Committee at the following email address: _________________ ..

EX-10.10

EXHIBIT 10.10

HUMAN BIOSYSTEMS
SUBSCRIPTION AGREEMENT

Human BioSystems

1127 Harker Avenue

Palo Alto, California 94301

Re:

Offering of Common Stock Pursuant to a Plan of Merger

Gentlemen:

1.

Subscription.  The undersigned San West Stockholder hereby applies to accept shares of the common stock, no par value per share (the “Human BioSystems Common Stock”) of Human BioSystems, a California corporation (the “Company”) indicated below in accordance with the terms of this Subscription Agreement and the private placement relating to that certain Plan and Agreement of Triangular Merger between Human BioSystems, Human BioSystems Acquisition Company and San West, Inc. dated April ___, 2009 (the “Plan of Merger”).  The undersigned San West Stockholder is a stockholder of San West, Inc., a Nevada corporation, and pursuant to the Plan of Merger and the Merger between Human BioSystems Acquisition Company and San West, Inc. shall receive _______ shares of the Human BioSystems Common Stock in exchange for all of his ________ shares of common stock in San West, Inc., par value $0.001 per share (the “San West Common Stock”).  All capitalized terms which are not otherwise defined herein shall have the meaning ascribed to such terms as defined in the Plan of Merger.

2.

Representations and Warranties of the San West Stockholder.  The undersigned San West Stockholder represents and warrants as follows:

(a)

The undersigned San West Stockholder has received information provided to him in writing by the Company, or information from books and records of the Company, as specified below.  The undersigned San West Stockholder understands that all documents, records and books pertaining to this investment have been made available for inspection by him, his attorney and/or his accountant and/or his “Purchaser Representative” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that the books and records of the Company will be available, upon reasonable notice, for inspection by San West Stockholders during reasonable business hours at the Company’s principal place of business.  The undersigned San West Stockholder and/or his advisers have had a reasonable opportunity to ask questions of and receive answers from the Company, or a person or persons act ing on its behalf, concerning the Merger, and all such questions have been answered to the full satisfaction of the undersigned San West Stockholder.  No oral representations have been made and, to the extent oral information has been furnished to the undersigned San West Stockholder or his advisers in connection with the Merger, such information was consistent with all written information furnished

(b)

Specifically, the undersigned San West Stockholder was provided with access to the Company’s filings with the Securities and Exchange Commission, including the following:

(i)

The Company’s annual report to stockholders for the most recent fiscal year, any definitive proxy statement or information statement filed in connection with that annual report, and, if requested by the undersigned San West Stockholder in writing, a copy of the Company’s most recent Form 10-K pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(ii)

The information contained in an annual report on Form 10-K pursuant to the Exchange Act.

1

(iii)

The information contained in any reports or documents required to be filed by the Company under Sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above.

(iv)

A brief description of the securities being offered, the terms of the Merger, and any material changes in the Company’s affairs that are not disclosed in the documents furnished.

(c)

The undersigned San West Stockholder (i) has adequate means of providing for his current needs and possible personal contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the economic risks of an investment in the Human BioSystems Common Stock for an indefinite period, and (iv) at the present time, could afford a complete loss of such investment.

(d)

The undersigned San West Stockholder recognizes that the Human BioSystems Common Stock as an investment involves special risks, including those disclosed to the undersigned San West Stockholder by the Company.

(e)

The undersigned San West Stockholder understands that the shares of the Human BioSystems Common Stock have not been nor will be registered under the Securities Act or the securities laws of any state, in reliance upon an exemption therefrom for non-public offerings.  The undersigned San West Stockholder understands that the shares of the Human BioSystems Common Stock received by him must be held indefinitely unless they are subsequently registered or an exemption from such registration is available.  The undersigned San West Stockholder further understands that the Company has not agreed and is under no obligation to register the Human BioSystems Common Stock on his behalf or to assist him in complying with any exemption from registration.

(f)

The shares of the Human BioSystems Common Stock are being accepted solely for his own account for investment and not for the account of any other person and not for distribution, assignment, or resale to others and no other person has a direct or indirect beneficial interest in the shares of the Human BioSystems Common Stock.  The undersigned San West Stockholder or his advisers have such knowledge and experience in financial, tax, and business matters to enable him to utilize the information made available to him in connection with the Merger to evaluate the merits and risks of the prospective investment and to make an informed investment decision with respect thereto.

(g)

The undersigned San West Stockholder, if a corporation, partnership, trust, or other entity, is authorized and otherwise duly qualified to purchase and hold the Human BioSystems Common Stock.

(h)

All information which the undersigned San West Stockholder has provided to the Company concerning himself, his financial position, and his knowledge of financial and business matters, or, in the case of a corporation, partnership, trust or other entity, the knowledge of financial and business matters of the person making the investment decision on behalf of such entity, is correct and complete as of the date set forth at the end hereof, and if there should be any adverse change in such information prior to his subscription being accepted, he will immediately provide the Company with such information.

(i)

The undersigned San West Stockholder understands and agrees that the following restrictions and limitations are applicable to his purchase and his resales, hypothecations or other transfers of the Human BioSystems Common Stock pursuant to Regulation D under the Securities Act:

(i)

The undersigned San West Stockholder agrees that the shares of the Human BioSystems Common Stock shall not be sold, pledged, hypothecated or otherwise transferred unless the shares of the Human BioSystems Common Stock are registered under the Securities Act, and the securities laws of any state or is exempt therefrom;

(ii)

A legend in substantially the following form has been or will be placed on any certificate(s) or other document(s) evidencing the shares of the Human BioSystems Common Stock:

THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE.  WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.

(iii)

Stop transfer instructions to the transfer agent of the Human BioSystems Common Stock have been or will be placed with respect to the Human BioSystems Common Stock so as to restrict the resale, pledge, hypothecation or other transfer thereof, subject to the further items hereof, including the provisions of the legend set forth in subparagraph (ii) above; and

(iv)

The legend and stop transfer instructions described in subparagraphs (ii) and (iii) above will be placed with respect to any new certificate(s) or other document(s) issued upon presentment by the undersigned San West Stockholder of certificate(s) or other document(s) for transfer.

(j)

The undersigned San West Stockholder understands that neither the Securities and Exchange Commission nor the securities commission of any state has made any finding or determination relating to the fairness for public investment in the Human BioSystems Common Stock and that the Securities and Exchange Commission as well as the securities commission of any state will not recommend or endorse any offering of securities.

(k)

The undersigned San West Stockholder acknowledges and is aware that it never has been represented, guaranteed, or warranted to him by the Company, its directors, officers, agents or employees, or any other person, expressly or by implication, that the limited past performance or experience on the part of the Company, or any future projections will in any way indicate the predictable results of the ownership of the Human BioSystems Common Stock or of the overall financial performance of the Company.

(l)

The undersigned San West Stockholder acknowledges that ___________________________ (complete if applicable) has acted as the “Purchaser Representative” as defined in Regulation D promulgated under the Securities Act, and (i) that he can bear the economic risk of this investment; (ii) he has relied upon the advice of the Purchaser Representative as to the merits of an investment in the Company and the suitability of such investment for the undersigned San West Stockholder; and (iii) the Purchaser Representative has confirmed to him, in writing, any past, present or future material relationship, actual or contemplated, between the Purchaser Representative or its affiliates and the Company or its affiliates.

(m)

The undersigned San West Stockholder acknowledges that the Company has made available to him or the Purchaser Representative, if any, or other personal advisers the opportunity to obtain additional information to verify the accuracy of the information furnished to him and to evaluate the merits and risks of this investment.

(n)

The undersigned San West Stockholder confirms that he has consulted with the Purchaser Representative, if any, or other personal advisers and that the Purchaser Representative or other advisers have analyzed the information furnished to him and the documents relating thereto on his behalf and have advised him of the business and financial aspects and consequences of and potential liabilities associated with his investment in the Human BioSystems Common Stock.  The undersigned San West Stockholder represents that he has made other risk capital investments or other investments of a speculative nature, and by reason of his business and financial experience and of the business and financial experience of those persons he has retained to advise him with respect to investments of this nature.  In reaching the conclusion that he desires to acquire the Human BioSystems Common Stock, the undersigned San West Stockholder has carefu lly evaluated his financial resources and investments and acknowledges that he is able to bear the economic risks of this investment.

(o)

The undersigned San West Stockholder acknowledges that all information made available to him and/or the Purchaser Representative, if any, and/or personal advisers in connection with his investment in the Human BioSystems Common Stock, including the information furnished to him, is and shall remain confidential in all respects and may not be reproduced, distributed or used for any other purpose without the prior written consent of the Company.

3

(p)

The undersigned San West Stockholder is an “Accredited Investor” as defined in Rule 501(a) of the Securities Act.

(q)

The undersigned San West Stockholder understands and agrees that the shares of the Human BioSystems Common Stock to be received by him as a result of the Merger will be subject to the terms of the Escrow Agreement described in the Plan of Merger, as amended.  Consequently, rather than receiving the shares of the Human BioSystems Common Stock on the Effective Date of the Merger, the undersigned San West Stockholder authorizes San West, Inc. to deliver the shares of the Human BioSystems Common Stock to the Escrow Agent named in the Escrow Agreement, with such shares to be held and subject to all of the terms of the Escrow Agreement.

3.

Indemnification.  The undersigned San West Stockholder agrees to indemnify and hold harmless the Company and its affiliates from and against all damages, losses, costs, and expenses (including reasonable attorneys’ fees) which they may incur by reason of the failure of the undersigned San West Stockholder to fulfill any of the terms or conditions of this subscription, or by reason of any breach of the representations and warranties made by the undersigned San West Stockholder herein, or in any document provided by the undersigned San West Stockholder to the Company.

4.

Survival.  The foregoing representations, warranties and undertakings are made with the intent that they may be relied upon in determining the undersigned San West Stockholder’s suitability as a stockholder in the Company and the undersigned San West Stockholder hereby agrees that such representations and warranties shall survive his acceptance of the Human BioSystems Common Stock in connection with the Merger.  The undersigned San West Stockholder hereby acknowledges and agrees that he is not entitled to cancel, terminate or revoke this Subscription Agreement, or any agreements hereunder, and that this Subscription Agreement and such agreements shall survive (a) changes in the transactions, documents, and instruments previously furnished to the undersigned San West Stockholder which are not materially adverse, and (b) the undersigned San West Stockholder’s death or disability.

5.

Incorporation by Reference.  The Plan of Merger and all other agreements or documents referred to or included herein constitute integral parts to this Agreement and are incorporated into this Agreement by this reference.

6.

Notices.  All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the undersigned San West Stockholder or to the Company at the respective addresses set forth herein.

7.

Miscellaneous.

(a)

Notwithstanding any of the representations, warranties, acknowledgments, or agreements made herein by the undersigned San West Stockholder, the undersigned San West Stockholder does not thereby or in any other manner waive any rights granted to the undersigned San West Stockholder under federal or state securities laws.

(b)

Words of any gender used in this Subscription Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

(c)

In the event of any conflict between the terms of this Subscription Agreement or the Plan of Merger, the terms of the Plan of Merger shall control.

(d)

This Subscription Agreement contains the entire understanding of the parties and may not be changed orally, but only by an instrument in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.

4

(e)

This Subscription Agreement shall be enforced, governed, and construed in all respects in accordance with the laws of the State of California and all obligations hereunder shall be deemed performable in Orange County, California.

5

IN WITNESS WHEREOF, I have executed this Subscription Agreement as of the ___ day of _______, 2009.

(Signature)

(Print or Type Name)

Social Security Number

Address

Number of Shares of San West Common Stock Held

Subscription Accepted this ____ day of ____________, 2009.

HUMAN BIOSYSTEMS

By

    Harry Masuda, Chief Executive Officer

6

EX-21.1

EXHIBIT 21.1

Subsidiaries of the Registrant

HBS BioEnergy, a California corporation

San West, Inc., a Nevada corporation