Exhibit 10.1


    Exhibit
      10.1

    Ambient
      Advisors, LLC

    100
      North Crescent Drive

    Suite
      305

    Beverly
      Hills, CA 90210

    Tel
      310-432-1750

    Fax
      310-432-1755

    


    


    May
      12,
      2006

    


    Mr.
      Steven T. Guillen 

    OXIS
      INTERNATIONAL, INC. 

    323
      Vintage Park Drive, Suite B

    Foster
      City, CA 94404

    


    Dear
      Steve: 

    


    This
      letter (the “Agreement”) will confirm our understanding that OXIS INTERNATIONAL,
      INC. (“OXIS”) has engaged Ambient Advisors, LLC (the "Advisor") to act as a
      financial and business advisor with respect to the services described in Section
      1 of this Agreement. 

    


    Section
      1. Services
      to be Rendered.
      The
      Advisor shall report to the CEO in providing advisory services in the following
      main areas: 

    


    
      	a)  	
              Assisting
                the CEO in developing and monitoring a strategic assessment and planning
                process, 

            


    

    


    
      	b)  	
              Participating
                in the development and execution of a investor relations/communications
                programs including, but not limited to: assisting in developing investor
                presentations, planning and executing a press release strategy and
                reviewing and commenting on individual press releases,
                

            


    

    


    
      	c)  	
              Assisting
                in developing relationships with potential new investors,
                

            


    

    


    
      	d)  	
              Assisting
                in managing relationships with current key
                investors,

            


    

    


    
      	e)  	
              Advising
                on financing strategies, including approaches, terms and conditions,
                and
                timing,

            


    

    


    
      	f)  	
              Advising
                on retention of investment banking firm(s) and assisting in managing
                these
                relationships,

            


    

    


    
      	g)  	
              Providing
                other general advice related to the above matters as may reasonably
                be
                requested.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    OXIS
      and
      the Advisor may mutually agree on additional roles that the Advisor may perform
      outside the scope of this engagement, pursuant to separate agreement(s)
      regarding the Advisor, roles, responsibilities and compensation for these
      activities.

     

    Section
      2. Compensation.
      In
      consideration of the Advisor's services to be provided hereunder, the Advisor
      shall receive cash compensation of $5,000 per month, payable in advance, and
      a
      warrant to purchase 108,000 shares of common stock vesting at the rate of 9,000
      per month over the initial engagement term of 12 months. The warrant shall
      have
      a strike price of $0.39 and shall be exercisable for a period of ten years
      from
      the date of issue. The warrants shall contain a cashless exercise option and
      other wise shall have terms and features customary for these types of
      securities.

    


    Section
      3. The
      Advisor's Expenses.
      The
      Company will reimburse the Advisor for all reasonable out-of-pocket expenses
      incurred by the Advisor 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. 

    


    Section
      4. Term
      of Engagement.
      This
      Agreement shall for a period of 12 months from the date hereof and continue
      month-to-month thereafter at the same compensation until either party gives
      30
      days notice to the other. However, this agreement may be terminated by OXIS
      after six months if OXIS can demonstrate that Advisor has failed to reasonably
      provide the services that are the subject of this agreement. Upon termination
      the Advisors will be paid any unpaid compensation or expenses as per Sections
      2
      and 3 herein. Upon any termination of this Agreement for any reason, the Advisor
      shall deliver to Oxis within 10 days from the effective date of termination
      of
      this Agreement:

    


    
      	a)  	
              Any
                property of Company (including any tangible expression of the Company’s
                Confidential Information (as defined below) in the possession or
                control
                of the Advisor; and

            


    

    


    
      	b)  	
              All
                work products, whether finished or unfinished, prepared or produced
                by the
                Advisor for the benefit of Company under this
                Agreement.

            


    

    


    Section
      5. Confidentiality.
      By
      acceptance hereof, the Advisor expressly acknowledges that the list of OXIS’s
      customers, its trade secrets, know-how, data, marketing techniques, trademark
      and other confidential information pertaining to the operations and business
      affairs of OXIS (the “Confidential Information”) are valuable, special and
      unique assets of OXIS. The Advisor 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 OXIS.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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,
      the
      Advisor may make such disclosure only to the extent required, in the opinion
      of
      counsel for the Advisor, to comply with such subpoena process or other
      obligation. The Advisor 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.

    


    Section
      6. Cooperation.
      OXIS
      shall furnish the Advisor with all information, data or documents that the
      Advisor shall reasonably deem appropriate in connection with its activities
      hereunder and shall provide the Advisor full access to OXIS's officers,
      employees and professional advisors. OXIS represents and warrants that all
      such
      information, data and documents shall be complete and correct in all material
      respects and shall not contain any untrue statement of a material fact or omit
      to state a material fact necessary in order to make the statements therein
      not
      misleading. OXIS recognizes and confirms that the Advisor does not assume
      responsibility for the accuracy or completeness of any such information, data
      or
      documents. OXIS agrees to inform the Advisor if any such information, data
      or
      documents becomes inaccurate, misleading or incomplete in any respect during
      the
      term of this engagement. The Advisor shall be entitled to rely on the accuracy
      and completeness of such information, data and documents, and the Advisor shall
      not be required to make an independent verification thereof. 

    


    Section
      7. 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:

    


    If
      to
      the Advisor:   If
      to
      the Company:

    Gary
      M.
      Post     Steven
      T.
      Guillen

    Ambient
      Advisors, LLC   President
      & CEO

    100
      North
      Crescent Drive   
Oxis
      International, Inc.

    Suite
      305    323
      Vintage Park Drive Suite B

    Beverly
      Hills, CA 90210   Foster
      City, CA 94404


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

    


    


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

    


    Section
      9. 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.

    


    Section
      10. 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.

    


    Section
      11. 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.

    


    Section
      12. 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.

    


    Section
      13. 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 

    


    Section
      14. Third
      Party Beneficiaries.
      This
      Agreement is intended solely for the benefit of the parties hereto and, with
      the
      exception of the rights and benefits conferred upon the Indemnified Parties
      by
      Section 6 of this Agreement, shall not be deemed or interpreted to confer any
      rights upon any third parties, including without limitation OXIS's
      shareholders.

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


               Section
      15. References
      to the Advisor or the Engagement.
      OXIS
      hereby agrees that the terms of this Agreement, as well as the fact that the
      Advisor has been engaged hereunder, shall not be publicly disclosed without
      the
      Advisor’s prior written consent. Furthermore, OXIS shall provide drafts of any
      such press releases or other public communications referencing the Advisor
      or
      the engagement to the Advisor for its review and written approval a reasonable
      time in advance of any planned dissemination thereof.

     

     

    


    


    


    If
      the
      foregoing terms meet with your approval, please indicate your acceptance by
      signing and returning the attached copy of this letter to us.

    


     

    Very
      truly yours,

    


    Ambient
      Advisors, LLC

    


    


    


     

    By: /s/
      Gary M. Post   

    Gary
      M.
      Post, Manager

    


    


    


    AGREED
      TO
      AND ACCEPTED:

    


    OXIS
      INTERNATIONAL, INC.

    


    


    


    By: /s/
      Steven Guillen  

    Steven
      Guillen

    President
      and CEO