Under the terms of the Letter Agreement, Mr. Centron will receive a base salary of $150,000 per year with eligibility for a twenty percent performance based annual bonus. In addition, Mr. Centron was granted a ten year incentive stock option to purchase 150,000 shares of common stock of OXIS at an exercise price of $0.30 per share. The stock option grant will vest as follows: 25% vest immediately, 25% vest on January 6, 2007, 25% vest on January 6, 2008 and 25% vest on January 6, 2009. Mr. Centron will be entitled to receive certain severance payments and benefits in the event that OXIS terminates his employment without "cause", as defined in the Letter Agreement, if Mr. Centron terminates his employment with "good reason", as defined in the Letter Agreement, within twelve months after a change of control (as defined in OXIS' 2003 Incentive Stock Plan), or in the event that Mr. Centron's employment terminates as a result of his death or disability (any of the foregoing being a "Severance Termination"). In the event of a Severance Termination, Mr. Centron will receive a payment equal to three months of his then effective base salary. In addition, the exercise period for any options vested as the termination date will be extended until the later of January 6, 2011 or the third anniversary of the termination date, provided however that no exercise of options will be allowed after the expiration of their term.

On January 6, 2006 the board of directors of OXIS appointed Michael D. Centron as Vice President and Chief Financial Officer of OXIS, effective immediately. On January 10, 2006, OXIS issued a press release announcing the appointment of Mr. Centron as Vice President and Chief Financial Officer. A copy of the press release is attached as Exhibit 99.1 under Item 9.01 of this Report.

99.1        Press Release dated January 10, 2006 entitled "Michael Centron, Seasoned Financial and Biotechnology Industry Executive, Joins OXIS as Chief Financial Officer."