exhibit101.htm


    
      

      

    

    


    Exhibit
10.1

    AGREEMENT

    This Agreement (the “Agreement”) is
dated December 4, 2008 and is made by and between Oxis International, Inc. (the
“Company”) and Bristol Investment Fund, Ltd. (“Bristol”).

    WHEREAS, Bristol acquired
secured convertible debentures (the “Debentures”) from the Company on October
25, 2006 and the Company presently owes $1,694,250 in principal under the
Debentures to Bristol;

    WHEREAS, Bristol desires to
convert $19,920.32 of the Debentures (the “Conversion Amount”) into 25,000
shares of Series E Convertible Preferred Stock (the “Preferred Shares”), which
shall have the rights and preferences as set forth in the Certificate of
Designation, which is attached hereto as Exhibit A.

    WHEREAS, the Company, in the
interest of removing debt from its balance sheet, desires to convert the
Conversion Amount into the Preferred Shares; and

    NOW, THEREFORE, in
consideration of the mutual conditions and covenants contained in this
Agreement, and for other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, it is hereby stipulated, consented to
and agreed by and between the Company and Bristol as follows:

    1. The
Conversion Amount is hereby converted into the Preferred Shares and the Company
is obligated to deliver the Preferred Shares to Bristol.

    2. Each
party shall be responsible for their own attorneys’ fees and costs.

    3. Each
party acknowledges and represents that: (a) they have read the Agreement; (b)
they clearly understand the Agreement and each of its terms; (c) they fully and
unconditionally consent to the terms of this Agreement; (d) they have had the
benefit and advice

    


    
      
        
           


        

        
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    of
counsel of their own selection; (e) they have executed this Agreement, freely,
with knowledge, and without influence or duress; (f) they have not relied upon
any other representations, either written or oral, express or implied, made to
them by any person; and (g) the consideration received by them has been actual
and adequate.

    4. This
Agreement contains the entire agreement and understanding concerning the subject
matter hereof between the parties and supersedes and replaces all prior
negotiations, proposed agreement and agreements, written or
oral.  Each of the parties hereto acknowledges that neither any of the
parties hereto, nor agents or counsel of any other party whomsoever, has made
any promise, representation or warranty whatsoever, express or implied, not
contained herein concerning the subject hereto, to induce it to execute this
Agreement and acknowledges and warrants that it is not executing this Agreement
in reliance on any promise, representation or warranty not contained
herein.

    5. This
Agreement may not be modified or amended in any manner except by an instrument
in writing specifically stating that it is a supplement, modification or
amendment to the Agreement and signed by each of the parties
hereto.

    6. Should
any provision of this Agreement be declared or be determined by any court or
tribunal to be illegal or invalid, the validity of the remaining parts, terms or
provisions shall not be affected thereby and said illegal or invalid part, term
or provision shall be severed and deemed not to be part of this
Agreement.

    7. The
Parties agree that this Agreement is governed by the Laws of the State of
California and that any and all disputes that may arise from the provisions of
this Agreement shall be tried in the courts located in the State of California,
County of Los Angeles.  The Parties agree to waive their right to
trial by jury for any dispute arising out of this Agreement.

    


    
      
        
           


        

        
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    8. This
Agreement may be executed in facsimile counterparts, each of which, when all
parties have executed at least one such counterpart, shall be deemed an
original, with the same force and effect as if all signatures were appended to
one instrument, but all of which together shall constitute one and the same
Agreement.

    


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    IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first indicated
above.

    Oxis
International, Inc.

    


    


    By: /s/
Maurice
Spitz                                                      

    Name:                      
Maurice Spitz

    Title:                      CEO,
President

    


    Bristol
Investment Fund, Ltd.

    


    


    By:/s/Paul
Kessler                                           

    Name:
Paul Kessler

    Title:  Manager

     

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