Exhibit 10.3


    Exhibit
      10.3

    
 

    AMENDMENT
      #2 TO EXCLUSIVE LICENSE AND SUPPLY AGREEMENT

    


    This
      Amendment #2 to Exclusive License and Supply Agreement (“Amendment
      #2”)
      is
      made and entered into on the 19th
      day of
      July, 2006 (the “Effective
      Date”)
      by and
      between OXIS International, a Delaware corporation (“OXIS”),
      located at 6040 N. Cutter Circle, Suite 317, Portland, OR 97217 and HaptoGuard,
      Inc., a Delaware corporation, located at Park 80 West, Plaza II, Suite 200,
      Saddle Brook, NJ 07663 (“HaptoGuard”).

    


    WHEREAS,
      OXIS
      and HaptoGuard entered into a License and Research Agreement effective on
      September 28, 2004 (the “Original
      Agreement”);

    


    WHEREAS,
      OXIS
      and HaptoGuard entered into an Amendment to Exclusive License and Supply
      Agreement on March 22, 2005 (together with the Original Agreement, the
“Agreement”);

    


    WHEREAS
      the
      parties wish to amend the Agreement and incorporate therein the terms and
      conditions stated below. Capitalized terms used in this Amendment #2 that are
      no
      otherwise defined herein shall have the respective meanings set forth in the
      Agreement.

    


    NOW
      THEREFORE,
      the
      parties hereby agree as follows:

    


    
      	 	
              1.

            	
              Section
                5 of the Agreement is hereby amended by deleting the third paragraph
                of
                Section 5 of the Agreement and inserting in lieu thereof the following
                paragraph:

            


    

    


    
      	 	 	
              “In
                the event that HaptoGuard should fail to comply with the timelines
                set
                forth on Exhibit C, OXIS will allow a six- (6-)month extension for
                each
                task upon the payment of One Hundred Thousand US Dollars ($100,000)
                to
                OXIS. Thereafter, OXIS will allow up to three (3) three- (3-)month
                extensions for each task upon the payment of Fifty Thousand US Dollars
                ($50,000) to OXIS for each extension, and thereafter, OXIS shall
                have the
                right to terminate this Agreement.”

            


    

    


    
      	 	
              2.

            	
              The
                Plan and Timeline attached as Exhibit C of the Agreement is hereby
                amended
                by deleting the language in the first column of the second row of
                the Plan
                and Timeline and inserting in lieu thereof the following
                language:

            


    

    


    
      	 	 	
              “Fourteen
                (14) months from the Effective Date (the “Phase
                II Deadline”)”

            


    

    


    
      	 	
              3.

            	
              The
                Plan and Timeline attached as Exhibit C of the Agreement is hereby
                amended
                by deleting the language in the first column of the third row of
                the Plan
                and Timeline and inserting in lieu thereof the following
                language:

            


    

    


    
      	 	 	
              “Twelve
                (12) months from the Phase II Deadline, as amended by any extension
                pursuant to Section 5 of the
                Agreement”

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              4.

            	
              The
                Plan and Timeline attached as Exhibit C of the Agreement is hereby
                amended
                by deleting the language in the last row of the Plan and Timeline
                and
                inserting in lieu thereof the following
                language:

            


    

    


    
      	 	 	
              “In
                the event that HaptoGuard should approach default on these timelines,
                OXIS
                will allow a six- (6-)month extension upon payment of $100,000 to
                OXIS.
                Thereafter, OXIS will allow up to three (3) three- (3-)month extensions
                for each task upon the payment of $50,000 to OXIS for each extension,
                and
                thereafter, OXIS will have the right to terminate this
                Agreement.”

            


    

    


    
      	 	
              5.

            	
              The
                parties to this Amendment #2 each acknowledge and agree that as of
                the
                date hereof the Agreement is in full force and effect. Except for
                the
                changes and/or additions stated herein, all other terms of the Agreement
                shall remain valid and bind the parties without any change. In any
                case of
                a contradiction between the provisions of this Amendment #2 and the
                provisions of the Agreement, the provisions of this Amendment #2
                shall
                prevail. Without limiting the generality of the foregoing, the term
                “Agreement” as used in the Agreement shall be deemed to be the Agreement
                as amended and supplemented by this Amendment
                #2.

            


    

    


    
      	 	
              
                6.

              

            	
              The
                commencement date for any extensions granted under the Agreement
                will be
                the Effective Date of this Amendment
                #2.

            


    

    


    


    IN
      WITNESS WHEREOF,
      the
      parties hereby sign this Amendment #2:

    


    
      	 OXIS
              INTERNATIONAL 	 	 	 HAPTOGUARD,
              INC.
	
            	 	 	
            
	
              By:      /s/
                Steven T.
                Guillen  
Name:    Steven
                T.
                Guillen    
Title:     
                President & CEO    

            	 	 	
              By:    
/s/
                Noah
                Berkowitz      

              Name:   
Noah
                Berkowitz        
                
Title:      President
                and CEO