Exhibit 10.20

LOGO

This agreement dated January 26, 2009, is made By and Between Oxygen Biotherapeutics, Inc., whose
address is 3189 Airway Avenue, Building C, Costa Mesa, CA92626, (Company), AND Edward J. Sitnik, whose address is 302 Highlands Bluffs Drive, Cary, NC 27518 (Consultant.)

1. Consultation Services. The company hereby employs the consultant to perform the Following services in accordance with the terms and conditions set
forth in this agreement: The consultant will consult with the officers and employees of the company concerning matters relating to the management and organization of the company, their financial policies, the terms and conditions of employment, and
generally any matter arising out of the business affairs of the company.

2. Terms of Agreement. This agreement will begin January 26,
2009 either party may cancel this agreement on ninety (90) days notice to the other party in writing, by certified mail or personal delivery.

3. Time Devoted by Consultant. It is anticipated that the Consultant will be required to perform/ devote the time to the company as described below; in fulfilling its obligations under this contract:



| |  |  | Attend four annual (once a quarter) audit committee meetings.
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| |  |  | Attend three annual (September, December, March) audit results meeting (could be at the same time as the meeting described above but not required)
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| |  |  | Attend one annual (June) year-end audit results meeting.
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| |  |  | Contribute expertise on Sarbanes-Oxley and other control matters as requested by management. However the time commitment is not to exceed six days in any one month.
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| |  |  | At each meeting described above, the consultant will assume the role of Financial Expert as that term is defined in the Sarbanes-Oxley Act of 2002.
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The particular amount of time may vary from day to day or week to week. However, the Consultant shall devote sufficient
time to its duties in accordance with this agreement.

4. Place Where Services Will Be Rendered. The consultant will perform most services
In accordance with this contract at a location of consultants discretion. In addition the Consultant will perform services on the telephone and at such their places as necessary to perform these services in accordance with this agreement.



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5. Payment to Consultant. The consultant will be paid, $1,000 per month; $12,000 annually, for work
performed in accordance with this agreement. This work should be that requested by the Company. In case the Consultant served on a committee of the company, the Company will substitute a portion of hourly pay with a monthly retainer for the portion
of the committee work. Payment will be by electronic transfer on, or before the 20th day of each month, as long as the agreement is in force. Consultant is entitled to reimbursement of reasonable expenses for travel. The company will reimburse the
consultant expenses as indicated by statements submitted by he consultant within ten (10) days of receipt.

Also the consultant will
receive options containing the right to purchase fiftythousand shares (50,000) of the companys stock. These options will vest upon the completion of one-year of continuous service to the company and will have a three-year life.

6. Independent Contractor. Both the company and the consultant agree that the consultant will act as an independent contractor in the
performance of its duties under this contract. Accordingly, the consultant shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the consultants activities in Accordance with this contract,
including by way of illustration but not limited to, Federal and State income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or business license fee as required.

7. Confidential Information. The consultant agrees that any information received by the Consultant during any furtherance of the consultants
obligations in accordance with this contract, which concerns the personal, financial or other affairs of the company Will be treated by the consultant in full confidence and will not be revealed to any other persons, firms or organizations.

8. Liability. With regard to the services to be performed by the Consultant pursuant to the terms of this agreement, the Consultant shall
not be liable to the Company, or to anyone who may claim any right due to any relationship with the Corporation, for any acts or omissions in the performance of services on the part of the Consultant or on the part of the agents or employees of the
Consultant. The Company shall hold the Consultant free and harmless from any obligations, costs, claims, judgments, attorneys fees, and attachments arising from or growing out of the services rendered to the Company pursuant to the terms of
this agreement or in any way connected with the rendering of services, except when the Consultant is adjudged to be guilty of willful misconduct or gross negligence by a court of competent jurisdiction.



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9. Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by mediation in accordance of the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) shall be entered in any court having jurisdiction thereof. For that purpose, the
parties hereto consent to the jurisdiction and venue of an appropriate court located in Orange County, State of California. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to
reimburse the prevailing partys reasonable attorneys fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event,
no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the causers) of action actually accrued regardless of whether damages were otherwise as of said time calculable.



|                                         |  |  |  |                     
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|By Company:                              |  |  |  | By Consultant:      
|                                         |  | 
|/s/ Chris Stern                          |  |  |  | /s/ Edward J. Sitnik
|Oxygen Biotherapeutics, Inc              |  |  |  | Consultant          
|By: Chris Stern, Chief Executive Officer |  |  |  | Edward J. Sitnik