<PAGE>

                                 Exhibit 10.1

                 Executive Separation and Employment Agreement

     This Executive Separation and Employment Agreement ("Agreement"), is
entered into as of April 3, 2000, by and between OXIS International, Inc., its
affiliated, related, parent or subsidiary corporations (the "Company") located
at 6040 N. Cutter Circle, Suite 317, Portland, OR 97217-3935, and Ray R. Rogers
("Executive") residing in Portland, OR (collectively, the "parties").

                                   RECITALS

     A.   Executive is no longer serving as the Company's Chief Executive
Officer, and Executive desires to resign and the Company desires Executive to
resign as the Chairman of its Board of Directors.

     B.   Following his resignation, Executive desires to and the Company
desires that Executive remain a Member of its Board of Directors and be employed
as its Special Advisor for the Period of Employment (as defined below), upon the
following terms and conditions.

                                   AGREEMENT

     ACCORDINGLY, the parties hereto agree as follows:

1.   Resignation of Employment.  Executive acknowledges that he is no longer
     serving as Company's Chief Executive Officer, and that he will submit and
     the Company will accept his resignation as Chairman of the Board of
     Directors no later than June 30, 2000 ("Termination Date"). Executive,
     however, remains a member of the Company's Board of Directors. In exchange
     for the consideration in this Agreement, Executive and Company agree to
     execute a release agreement with terms modeled on the General Release of
     Claims I, attached hereto as Exhibit A and agreed to by the parties
     ("Release I"), on or about the Termination Date.

2.   Employment as Special Advisor

     (a)  Initial Term.  Effective upon the Termination Date, the Company shall
          hire Executive to render services to the Company in the position and
          with the duties and responsibilities described in Section 3 for twelve
          (12) months (the "Period of Employment"), unless the Period of
          Employment is terminated sooner in accordance with Section 8 below.

     (b)  Renewal.  This Agreement will be automatically renewed once for an
          additional one (1) year period (without any action taken by either
          party), unless either party gives the other written notice of
          termination at least sixty (60) days before the last day of the Period
          of Employment.
<PAGE>

     (c)  Non-Renewal.  If either party gives notice of termination in
          accordance with Section 2.b, and Executive signs a release agreement
          with terms modeled on the General Release of Claims II, attached
          hereto as Exhibit B, Executive shall receive a continuation of his
          then-current salary for six (6) months after the Period of Employment;
          in accordance with and subject to Executive's applicable Stock Option
          Agreements with the Company, Executive's unvested Options (as defined
          in Section 4 below) shall immediately vest eighteen (18) months after
          the effective date of this Agreement and Executive shall be able to
          exercise his vested Options at anytime subsequent to the period of
          employment until a date one year after the eighteen (18) month
          anniversary of the effective date of this Agreement otherwise in
          accordance with and subject to Executive's applicable stock option
          grants; and, to the extent practicable and legally permissible, the
          Company will immediately transfer to Executive his disability and life
          insurance policies (collectively, "Non-Renewal Benefits").

3.   Position, Duties, Responsibilities

     (a)  Position.  During the Period of Employment, Executive will remain a
          Member of the Company's Board of Directors (subject to his willingness
          to serve in that capacity, and subject to his being re-elected at the
          Company's annual meeting of stockholders) and the Company will employ
          Executive in the position of Special Advisor. Executive shall perform
          all duties appropriate to those positions, as well as such other
          responsibilities as may reasonably be assigned by the Company
          including, but not limited to leading the divestiture of OXIS Health
          Products and other non-related technology ("Divestiture")
          (collectively, "Services"). Executive shall report to the Board of
          Directors of the Company.

     (b)  Other Activities.  During the Period of Employment, Executive will
          not, except upon the prior written consent of the Company's Board of
          Directors, which consent shall not be unreasonably withheld: (i)
          accept any other full-time employment, or (ii) directly engage in any
          other business activity (whether or not pursued for pecuniary
          advantage) in the field of ethical pharmaceuticals that is or may be
          in direct competition with the business of the Company.
<PAGE>

4.   Compensation.  In exchange for Services and the other consideration he
     provides under this Agreement, Executive shall be entitled to an annual
     base salary of two hundred and forty thousand dollars ($240,000.00) payable
     in accordance with the Company's regular payroll practices. In addition,
     the Board of Directors has awarded Executive options to purchase shares of
     the Company's Common Stock under, in accordance with, and subject to
     Executive's applicable Stock Option Agreements (certain of the options
     under the 2000 Stock Option Agreement are subject to shareholder approval)
     with the Company (collectively, "Options"). Executive will not be entitled
     to any cash or other bonus for 1999. In addition, Executive's entitlement
     to shares under the 2000 Stock Option Agreement may be accelerated in
     accordance with the terms thereof, as set forth in the Board of Directors
     consent document dated January 31, 2000. Executive also will be eligible to
     participate in the Company's benefit plans for health insurance, personal
     life insurance, personal disability insurance as stated in the Company's
     employment policies (and as may be amended from time to time in the
     Company's sole discretion), provided that Executive shall receive such
     benefits at the same level provided from time to time to other senior
     Executives of Company.

5.   Proprietary Information

     (a)  Company Information.  Executive agrees during his employment with the
          Company and for a period of three years thereafter, to hold in
          strictest confidence, and not to use or disclose to any person, firm
          or corporation any Proprietary Information of the Company.
          "Proprietary Information" means any Company proprietary or
          confidential information, technical data, trade secrets or know-how.
          This includes, but is not limited to, research, product plans,
          products, services, customer lists, customers, markets, software,
          developments, inventions, processes, formulas, technology, designs,
          drawings, engineering, hardware configuration information, marketing,
          finances or other Company business information. This information shall
          remain confidential whether it was disclosed to Executive either
          directly or indirectly in writing, orally or by drawings or
          observation. Proprietary Information does not include any of the
          foregoing items which has become publicly known and made generally
          available through no wrongful act of Executive or others who were
          under confidentiality obligations as to the items involved.

     (b)  Former Employer Information.  Executive agrees that he will not,
          during his employment with the Company, improperly use or improperly
          disclose any proprietary information or trade secrets, or bring onto
          the premises of the Company any proprietary information belonging to
          any former or concurrent employer or other person or entity.

     (c)  Third Party Information.  Executive recognizes that the Company has
          received and in the future will receive confidential or proprietary
          information from third parties. Executive agrees to hold all such
          confidential or proprietary information in the strictest confidence
          and not to disclose it to any person firm or corporation or to use it
          except as necessary in carrying out his work for the Company
          consistent with the Company's agreement with such third party.

     (d)  No Conflict.  Executive represents and warrants that Executive's
          execution of this Agreement, his employment with the Company, and the
          performance of his proposed duties under this Agreement shall not
          violate any obligations he may
<PAGE>

          have to any former employer (or other person or entity), including any
          obligations with respect to proprietary or confidential information of
          any other person or entity.

6.   Inventions

     (a)  Inventions Retained and Licensed.  Executive has attached, as Exhibit
          C, a list describing all inventions, original works of authorship,
          developments, improvements, and trade secrets which were made by
          Executive prior to Executive's employment with the Company ("Prior
          Inventions"), which belong to Executive, and which relate to the
          Company's actual and/or proposed business, products or research and
          development. If, in the course of his employment with the Company,
          Executive incorporates into a Company product, process or machine a
          Prior Invention owned by Executive or in which Executive has an
          interest, the Company is hereby granted and shall have a nonexclusive,
          royalty-free, irrevocable, perpetual, worldwide license to make, have
          made, modify, use and sell such Prior Invention as part of or in
          connection with such product, process or machine.

     (b)  Assignment of Inventions.  Except as provided in Section 6.e below,
          Executive agrees that he will promptly make full written disclosure to
          the Company, will hold in trust for the sole right and benefit of the
          Company, and hereby assign to the Company, or its designee, all
          Executive's right, title, and interest in and to any and all
          inventions, original works of authorship, developments, concepts,
          improvements, designs, discoveries, ideas, trademarks or trade
          secrets, whether or not patentable or registrable under copyright or
          similar laws, which Executive may solely or jointly conceive or
          develop or reduce to practice, or cause to be conceived or developed
          or reduced to practice ("Inventions"), while Executive is employed by
          the Company within the course and scope of employment. Executive
          further acknowledges that all original works of authorship which are
          made by Executive (solely or jointly with others) within the course
          and scope of and during his employment with the Company and which are
          protectible by copyright are "works made for hire", as that term is
          defined in the United States Copyright Act. Executive understands and
          agrees that the decision whether or not to commercialize or market any
          invention developed by Executive solely or jointly with others is
          within the Company's sole discretion and for the Company's sole
          benefit and that no royalty will be due to Executive as a result of
          the Company's efforts to commercialize or market any such invention.

     (c)  Maintenance of Records.  Executive agrees to keep and maintain
          adequate and current written records of all Inventions made by
          Executive (solely or jointly with others) during Executive's
          employment with the Company and subject to license or assignment under
          Section 6.a or 6.b. The records will be in the form of notes,
          sketches, drawings, and any other format that may be specified by the
          Company. The records will be available to and remain the sole property
          of the Company at all times.

     (d)  Patent and Copyright Registrations.  Executive agrees to assist the
          Company, or its designee, at the Company's expense, in every proper
          way, to secure the Company's rights in the Inventions and any
          copyrights, patents, mask work rights or other intellectual property
          rights relating thereto in any and all countries.
<PAGE>

          Executive will disclose to the Company all pertinent information and
          data which is necessary for the execution of all applications,
          specifications, oaths, assignments and all other instruments necessary
          to apply for and obtain such rights and in order to assign and convey
          to the Company, its successors, assigns, and nominees the sole and
          exclusive rights, title and interest in and to such Inventions, and
          any copyrights, patents, mask work rights, or other intellectual
          property rights relating thereto. Executive further agrees that
          Executive's obligation to execute or cause to be executed, when it is
          in Executive's power to do so, any such instrument or papers shall
          continue after the termination of this Agreement for a reasonable
          duration. If the Company is unable, because of Executive's mental or
          physical incapacity or for any other reason, to secure Executive's
          signature to apply for or to pursue any application for any United
          States or foreign patents or copyright registrations covering
          Inventions or original works of authorship assigned to the company as
          above, then Executive hereby irrevocably designates and appoints the
          Company and its duly authorized officers and agents as Executive's
          agent and attorney in fact, to act for and in Executive's behalf and
          stead to execute and file any such applications and to do all other
          lawfully permitted acts to further the prosecution and issuance of
          letterspatent or copyright registrations thereon with the same legal
          force and effect as if executed by Executive.

     (e)  Exception to Assignments.  The provisions of this Agreement requiring
          assignment of Inventions to the Company do not apply to any invention
          which qualifies for protection or different treatment of ownership
          under the provisions of any applicable state law. Executive will
          advise the Company promptly in writing of any inventions that
          Executive believes meet the criteria of any applicable state law which
          affects ownership of Inventions.

7.   Post-Termination Activity

     a.   Executive acknowledges that the pursuit of the activities forbidden by
this subsection would necessarily involve the use or disclosure of Proprietary
Information in breach of this Agreement, but that proof of such a breach would
be extremely difficult.  To forestall this use or disclosure, Executive agrees
that, during the Severance Period (if any) or for a period of one year after the
Period of Employment, whichever is longer, Executive shall not, without the
prior written consent of the Company (i) divert or attempt to divert from the
Company any business of any kind in which the Company is then engaged; (ii)
employ, solicit for employment, or recommend for employment any person employed
by the Company (except where providing such job related references as are common
in the industry); or (iii) except as otherwise addressed in this Agreement,
accept employment with another company directly involved in developing the
technology in development for the Company at the time of Executive's termination
in any state in which the Company conducts its business.  Notwithstanding
anything herein, however, Executive may (i) alone or in conjunction with others
seek to acquire ownership rights in the Company or a subsidiary and (ii) offer
employment to Humberto Reyes and/or Christine Evans.

     b.   In addition, because Executive acknowledges the difficulty of
establishing when any intellectual property, invention, or proprietary
information was first conceived or developed by Executive, or whether it
resulted from access to Proprietary Information or Company equipment, supplies,
facilities, or data, Executive agrees that any intellectual property, invention,
or proprietary information related to the development of ethical pharmaceuticals
shall be rebuttably presumed to be an Invention, if reduced to practice by
Executive or with the aid of
<PAGE>

Executive within one (1) year after termination of the Period of Employment.
Executive may rebut such presumption by producing evidence which establishes to
a preponderance that such intellectual property, invention, or proprietary
information was first conceived or developed by Executive after the termination
of the Period of Employment, or did not otherwise result from access to
Proprietary Information or Company equipment, supplies, facilities, or data.

8.   Termination of Employment

     (a)  Termination by Company not for Cause.  At any time, the Company may
          terminate the Period of Employment for any reason other than for Cause
          (as defined below) by providing Executive fourteen (14) days' advance
          written notice. The Company shall pay to Executive all compensation
          due and owing through the last day actually worked and Executive shall
          be entitled to Severance in accordance with Section 9 below, subject
          to the conditions therein. In the event Company terminates the Period
          of Employment not for Cause, Executive shall be released from the
          obligations of Section 7.a (iii) above. In addition, the Company may
          decline to allow the renewal of the Agreement in accordance with
          Section 2.b. above, regardless of the existence of Cause, but in such
          case shall be obligated to provide only the benefits set forth in
          Section 2.c above.

     (b)  Termination by Company for Cause.  At any time, and without prior
          notice, the Company may terminate the Period of Employment for Cause
          (as defined below). The Company shall pay Executive all compensation
          then due and owing through the last day actually worked. Executive
          will not be entitled to Severance. "Cause" shall mean Executive's: (i)
          Commission of a felony involving moral turpitude; (ii) Repeated
          failure to perform services in accordance with the reasonable requests
          of Company's Board within the course and scope of Executive's duties;
          (iii) Commission of a material fraud, misappropriation, embezzlement
          or other act of gross dishonesty which resulted in material loss,
          damage or injury to the Company; or (iv) Death. Notwithstanding
          anything herein, however, if the Period of Employment is terminated by
          reason of the death of Executive, all unvested Options shall
          immediately vest and shall be exercisable by Executive's estate or
          heirs for two years thereafter, otherwise in accordance with the terms
          of his applicable Stock Option Grants with the Company.

     (c)  By Executive Not for Good Reason.  At any time, Executive may
          terminate the Period of Employment for any reason other than Good
          Reason (as defined below) by providing the Company fourteen (14) days'
          advance written notice. The Company shall have the option, in its
          complete discretion, to make termination of the Period of Employment
          effective at any time prior to the end of such notice period, provided
          the Company pays Executive all compensation due and owing through the
          last day actually worked. Thereafter, all of the Company's obligations
          under this Agreement shall immediately and forever cease, except for
          those required by law, except for those which expressly survive
          termination of this Agreement, and except that notwithstanding any
          vesting or termination provisions contained in Executive's applicable
          Stock Option Grants with the Company Executive's unvested Options
          shall immediately vest upon such termination and Executive shall be
          able to exercise his vested Options for one year thereafter, in
          accordance with the terms of his applicable Stock Option Agreements.
          Executive, however, will not be entitled to Severance.
<PAGE>

     (d)  By Executive for Good Reason.  At any time, and without prior notice,
          Executive may terminate the Period of Employment for Good Reason (as
     defined below). The Company shall pay Executive all compensation due and
     owing through the last day actually worked, and Executive shall be entitled
     to Severance in accordance with Section 9 below, subject to the conditions
     therein. Thereafter, all obligations of the Company and Executive under
     this Agreement shall terminate, except for those which expressly survive
     termination of this Agreement. Neither the Company's giving of notice of
     termination in accordance with Section 2.b nor its termination of the
     Period of Employment for Cause shall constitute "Good Reason" for Executive
     to terminate the Period of Employment. "Good Reason" only shall exist if
     the Company undertakes any of the following without Executive's prior
     consent: (i) The assignment to Executive of any duties or responsibilities
     which result in any material diminution or material adverse change of
     Executive's position, status or circumstances of employment; a change in
     Executive's titles or offices that results in any material diminution or
     material adverse change of Executive's position, status or circumstances of
     employment; or any removal of Executive from or any failure to re-elect
     Executive to any of such positions, except in connection with the
     termination of his employment for Cause, retirement, or any other voluntary
     termination of employment by Executive other than a termination of
     employment by Executive for Good Reason; (ii) A reduction by the Company in
     Executive's base salary by greater than ten (10) percent; (iii) Any failure
     by the Company to continue in effect any benefit plan or arrangement,
     including incentive plans or plans to receive securities of the Company, in
     which Executive is participating as of the date hereof (hereinafter
     referred to as "Benefit Plans"), or the taking of any action by the Company
     which would materially adversely affect Executive's participation in or
     reduce Executive's benefits under the Benefit Plans or deprive Executive of
     any fringe benefit enjoyed by Executive as in effect on the date hereof;
     provided, however, that no termination of employment by Executive for Good
     Reason shall be deemed to occur based upon this subsection 8.d (iii) if the
     Company offers a range of benefit plans and programs which, taken as a
     whole, are comparable to the Benefit Plans offered Executive before the
     action; (iv) A relocation of the Executive, or the Company's principal
     offices if Executive's principal office is at such offices, to a location
     more than fifty (50) miles from the location at which Executive was
     performing his duties as of the date hereof, except for required travel by
     Executive on the Company's business to an extent substantially consistent
     with Executive's business travel obligations as of the date hereof; (v) Any
     material breach by the Company of any provision of this Agreement; (vi) Any
     failure by the Company to obtain the assumption of this Agreement by any
     successor or assign of the Company; (vii) Any directive to Executive to
     perform any act which would expose him to personal legal liability or
     which, viewed objectively, is likely to constitute an unethical act; or
     (viii) Any conduct directed to Executive by Company or any condition under
     which Executive works which constitutes constructive discharge under the
     principles of the governing law.

9.   Severance

     (a)  In the event that the Period of Employment is terminated in accordance
          with Sections 8.a or 8.d hereof and Executive executes a waiver
          agreement with terms modeled on the General Waiver of Claims, attached
          hereto as Exhibit D (the
<PAGE>

          "Waiver"), (i) the Company shall continue Executive's then current
          base salary (so long as the then current base salary is no less than
          the compensation set out in Section 4 of this Agreement) and COBRA
          premiums in accordance with the Company's normal payroll procedures
          for a period of twelve (12) months (the "Severance Period"); (ii) to
          the extent practicable and legally permissible, the Company will
          transfer Executive's disability and life insurance policies to
          Executive upon termination; and (iii) notwithstanding any vesting or
          termination provisions contained in Executive's applicable Stock
          Option Grants with the Company Executive's unvested Options shall
          immediately vest and Executive shall have two years from the date of
          Executive's termination of employment to exercise his vested options
          in accordance with the terms of the applicable Stock Option Agreements
          with the Company (collectively, "Severance"). In the event the then
          current base salary is less than the compensation set out in Section 4
          of the Agreement, Executive shall be entitled to severance calculated
          on the basis of the compensation set out in Section 4 of this
          Agreement.

     (b)  Notwithstanding any other provision of this Agreement, Release I or
          II, or the Waiver, at any time should Executive engage in or pursue
          any of the activities described in Section 7 (except where advance
          consent has been granted, or except where released from Section 7.a
          (iii) by virtue of a Termination by Company not for Cause or by virtue
          of a Termination by Executive for Good Reason) or should Executive not
          fulfill his obligations in Section 10 below, the Company's obligation
          to pay and Executive's entitlement to any Severance or Non-Renewal
          Benefits shall immediately and forever cease.

10.  Termination Obligations.

     Executive agrees that his obligations under Sections 5 and 6 of this
Agreement survive the expiration of this Agreement.

11.  Alternative Dispute Resolution

     (a)  The Company and Executive mutually agree that any controversy or claim
          arising out of or relating to this Agreement or the breach thereof, or
          any other dispute between the parties, shall be submitted to mediation
          before a mutually agreeable mediator, which cost is to be borne
          equally by the parties hereto. In the event the parties are unable to
          agree upon a mediator, the mediator shall be Douglass Hamilton or such
          person as Hamilton Mediation Inc. designates. In the event mediation
          is unsuccessful in resolving the claim or controversy, such claim or
          controversy shall be resolved by arbitration as described below. The
          claims covered by this Agreement ("Arbitrable Claims") include, but
          are not limited to, claims for wages or other compensation due; claims
          for breach of any contract (including this Agreement) or covenant
          (express or implied); tort claims; claims for discrimination
          (including, but not limited to, race, sex, religion, national origin,
          age, marital status, medical condition, or disability); claims for
          benefits (except where an Executive benefit or pension plan specifies
          that its claims procedure shall culminate in an arbitration procedure
          different from this one), and claims for violation of any federal,
          state, or other law, statute, regulation, or ordinance, except claims
          excluded in the following paragraph. The parties hereto hereby waive
          any rights they may have to trial by jury in regard to Arbitrable
          Claims.
<PAGE>

     (b)  Claims Executive may have for workers' compensation or unemployment
          compensation benefits are not covered by this Agreement. Also not
          covered is either party's right to obtain provisional remedies or
          interim relief from a court of competent jurisdiction for any claim or
          controversy arising out of or related to the unauthorized use,
          disclosure, or misappropriation of the confidential and/or proprietary
          information of either party. Notwithstanding anything in this
          Agreement to the contrary, however, should either party initiate
          litigation in any court as authorized by this section, the other party
          may assert any claims he or it may have as counterclaims or separate
          claims in such court and shall not be obligated to resolve them by
          mediation and/or arbitration.

     (c)  Except as provided in section 11.b, mediation and arbitration under
          this Agreement shall be the exclusive remedy for all Arbitrable
          Claims. The Company and Executive agree that arbitration shall be held
          in or near Multnomah County, Oregon or such location as the parties
          mutually agree upon, and shall be in accordance with the then current
          Employment Dispute Resolution Rules of the American Arbitration
          Association, before an arbitrator licensed to practice law in the
          State of Oregon or such other forum as the parties have agreed upon.
          The arbitrator shall have authority to award or grant legal,
          equitable, and declaratory relief. Such arbitration shall be final and
          binding on the parties. The Federal Arbitration Act shall govern the
          interpretation and enforcement of this section pertaining to
          Alternative Dispute Resolution. The parties shall use their best
          efforts to agree upon an Arbitrator. If the parties are unable to
          agree upon an Arbitrator within 14 days of either party requesting
          arbitration of a dispute, the Arbitrator shall be designated by
          Douglass Hamilton or Hamilton Mediation Inc.

     (d)  This Agreement to mediate and arbitrate survives termination of the
          Period of Employment.

12.  Miscellaneous

     (a)  Legal Fees.  If any action at law or in equity, or arbitration, is
          necessary to enforce or interpret the terms of this Agreement, to the
          extent permitted by law, the prevailing party shall be entitled to
          reasonable attorneys' fees, costs, and necessary disbursements, in
          addition to any other relief to which the prevailing party may be
          entitled.

     (b)  Entire Agreement.  This Agreement (inclusive of exhibits and
          attachments and incorporated documents) represents the entire
          agreement and understanding between the parties regarding its subject
          matter, and supersedes and replaces any and all prior agreements and
          understandings regarding its subject matter.

     (c)  Amendments, Waivers.  This Agreement may only be modified by a
          subsequent written agreement executed by the Chief Executive Officer
          of the Company (after approval of the Company's Board of Directors)
          and Executive. Failure to exercise any right under this Agreement
          shall not constitute a waiver of such right.

     (d)  Assignment; Successors and Assigns.  This Agreement shall not be
          assignable by either party without the express written consent of the
          other.
<PAGE>

     (e)  Notices.  All notices required or given herewith shall be addresses
          designated above by registered mail, special delivery, or by certified
          courier service.  Executive shall notify Company in writing of any
          change of address.  Notice of change of address shall be effective
          only when done in accordance with this Section.

     (f)  Severability; Governing Law.  If any provision of this Agreement, or
          its application to any person, place, or circumstance, is held by an
          arbitrator or a court of competent jurisdiction to be invalid,
          unenforceable, or void, such provision shall be enforced (by blue-
          penciling or otherwise) to the greatest extent permitted by law, and
          the remainder of this Agreement and such provision as applied to other
          persons, places, or circumstances shall remain in full force and
          effect. This Agreement will be governed by the laws of the State of
          Oregon.

     (g)  Acknowledgment.  Company and Executive acknowledge that they have been
          afforded every opportunity to and have read this Agreement, are fully
          aware of its contents and legal effect, and have chosen to enter into
          this Agreement freely, without coercion, and based upon their own
          judgment.

     The parties have duly executed this Agreement as of the date first written
above.


                                 EXECUTIVE


                                 /s/ Ray R. Rogers
                                 -----------------
                                 Ray R. Rogers



                                 COMPANY

                                 OXIS International, Inc.


                                 By:  /s/ Stuart S. Lang
                                      ------------------

                                 Name:  Stuart S. Lang
                                        --------------

                                 Title:  Chairman, Audit & Compensation
                                         ------------------------------
                                 Committee
                                 ---------