4. Exercisability of Other Options. The consulting arrangement pursuant to this Agreement will be deemed consulting services with OXIS for purposes of the OXIS 2003 Stock Incentive Plan concerning the continuing exercisability of the Consultant's existing vested stock options.

5. Reimbursement of Expenses. The Company will reimburse Consultant for all reasonable out-of-pocket expenses incurred by Consultant in connection with the furnishing of services under this Agreement. This provision is not intended to include office supplies, but may include, but is not limited to, long distance phone charges and travel expenses. All travel billed to the Company shall be pre-approved by the CEO of the Company.

6. Reimbursement of Healthcare Insurance Expenses. The Consultant will be reimbursed for healthcare insurance consistent with the benefits currently available to OXIS employees. Upon any termination of this Agreement the Consultant will continue to be reimbursed for healthcare insurance coverage consistent with that available to OXIS employees under the OXIS medical and health plans in accordance with COBRA rules and regulations following the cancellation date (including any period as may be required by law), provided that reimbursement for healthcare insurance coverage will end if the Consultant obtains comparable coverage from other employment or otherwise would cease to be eligible for COBRA benefits as if he was an OXIS employee.

7. Status of Consultant as an Independent Contractor. The Consultant is retained only for the purposes and to the extent set forth herein and the Consultant's relationship to the Company during the term of this Agreement shall be that of an independent contractor, and nothing in this Agreement shall be construed as equating Consultant as an employee of the Company. Other than reimbursement for healthcare insurance as specified in Section 5, Consultant is not entitled to any medical coverage, life insurance, participation in the Company's savings plan, or other benefits afforded to the Company's regular employees. Concerning the performance of consulting services under this Agreement, Consultant has no power or authority to act for, represent, or bind the Company or any company affiliated with the Company in any manner. Further, nothing herein shall be construed as establishing a joint venture or partnership between the Consultant and the Company.

8. Term of Agreement. This Agreement shall terminate twelve (12) months from the Effective Date of this Agreement. This Agreement will be renewed at the end of the term, September 30, 2006, for an additional one year period if not cancelled before September 1, 2006.

9. Termination of Agreement. Each of the parties hereto shall have the right to terminate this Agreement by giving the other sixty (60) days prior written notice. Upon termination, the Consultant will be paid any unpaid compensation or expenses as per Sections 3 and 4 herein. Upon any termination of this Agreement for any reason, Consultant shall deliver to Company within ten (10) days from the effective date of termination of this Agreement:

10. Confidentiality. By acceptance hereof, the Consultant expressly acknowledges that the list of the Company's customers, its trade secrets, know-how, data, marketing techniques, trademark and other confidential information pertaining to the operations and business affairs of the Company (the "Confidential Information") are valuable, special and unique assets of the Company. The Consultant agrees that it shall not disclose any Confidential Information to any person, firm, corporation, association or other entity, for any reason or purpose whatsoever and that disclosure of Confidential Information would cause irreparable injury to the Company.

For the purposes of this Agreement, Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) was known to the receiving party prior to its disclosure hereunder, (iii) becomes known or available to the receiving party on a non-confidential basis and not in contravention of applicable law from a source (other than a party hereunder) which represents that it is entitled to disclosure such Confidential Information, or (iv) is required to be disclosed by operation of law.

Notwithstanding the foregoing, if required pursuant to judicial or administrative subpoena or process or other legal obligation to disclose any Confidential Information, Consultant may make such disclosure only to the extent required, in the opinion of counsel for Consultant, to comply with such subpoena process or other obligation. Consultant shall, as promptly as possible and in any event prior to the making of such disclosure, notify the Company of any such subpoena, process or obligation and shall cooperate with the Company in seeking a protective order or other means of protecting the confidentiality of the Confidential Information.

11. Non-Competition, Inventions. Consultant agrees to sign the Non-Competition and Inventions Agreement which is attached hereto as Exhibit A.

12. Notices. All notices and other communications which are required or permitted hereunder shall be in writing and shall be delivered personally or sent by air courier (e.g., Federal Express) or first class certified or registered mail, postage prepaid, return receipt requested to the following address:

Either party may designate any other address to which notice shall be given, by giving written notice to the other of such change of address in the manner herein provided.

13. Governing Law. This Agreement has been made in the State of Oregon and shall be construed and governed in accordance with the laws thereof.

14. Entire Agreement. This agreement contains the entire Agreement between the parties with respect to the rendering of the services described herein and may not be altered or modified, except in writing and signed by the party to be charged thereby and supersedes any and all previous Agreements between the parties with respect to the services.

15. Severability. If any provision of this Agreement, or part thereof, is held to be unenforceable, the remainder of such provision of this Agreement, as the case may be, shall nevertheless remain in full force and effect.

16. Assignment. This agreement may not be assigned by either of the parties hereto without the prior written consent of the other party, provided, however, that such prior written consent will not be necessary in the instance where the Company is merged with and into another entity or the transfer occurs in connection with sale of substantially all of the Company's assets.

17. Execution in Counterparts. This agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original agreement, but all of which together shall constitute one and the same instrument.

18. Headings, Interpretation of Syntax. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. All references made and pronouns used herein shall be construed in the singular or plural, and in such gender, as the sense and circumstances require.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.