Business Consultant Agreement with J. Melville Engle



 Exhibit 10.22 
 Oxygen Biotherapeutics, Inc., 
 3189 Airway Avenue, Building C 
 Costa Mesa, CA 92626 
 To: 
 Mr. J. Melville Engle 
 1 Remington Court 
 Napa, CA 94558 
 Engagement Letter 
 Dear Mel: 
 Subject to our by-laws we herewith confirm your engagement as a
director and member of the board of our company (OXBO). 
 Monetary compensation shall be through a consulting contract with you. 
 Independent of the aforementioned consulting contract, we already we will pay you the following stock compensation for your services: 
 Stock options (3 years life), exercisable at a price of $0.23, as follows: 
 300,000 fully vested options with this appointment to the board of directors; 
 300,000 options where vesting will be lifted the earlier of: One
year after the appointment to the board of directors, or the closing of a license agreement, or sale of the company 
 With regard to the services to be
performed by you pursuant to the terms of this engagement, you shall not be liable to OXBO, or to anyone who may claim any right due to any relationship with OXBO, for any acts or omissions in the performance of services on your part, OXBO shall
hold your free and harmless from any obligations, costs, claims, judgments, attorneys’ fees, and attachments arising from or growing out of the services rendered to OXBO pursuant to the terms of this agreement or in any way connected with the
rendering of services, except when you are adjudged to be guilty of willful misconduct or gross negligence by a court of competent jurisdiction, OXBO shall maintain an appropriate director’s and officer’s (D&O) insurance at all times
and cover you under such a policy. 
  

													
	Sincerely,	 		 		 		 	Accepted:	 		 	
							
	Oxygen Biotherapeutics, Inc. (OXBO)	 		 		 		 		 		 	
							
	 /s/ Chris Stern
	 		 		 		 	 /s/ Melville Engle
	 		 	
	By: Chris Stern	 		 	Date: 3/16/09	 		 	J. Melville Engle	 		 	Date: 3/16/09








 BUSINESS CONSULTANT AGREEMENT 
 This agreement dated March 16, 2009, is made By and Oxygen Biotherapeutics, Inc., whose address is 3189 Airway Avenue, Building C, Costa Mesa, CA 92626, (“Company”), AND J. Melville Engle, whose address
is 1 Remington Ct, Napa, CA 94558 (“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 March 16, 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 spend sufficient time per month in fulfilling its obligations under this contract. 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 other places as necessary to perform these services in accordance with this agreement. 
 5. Payment to
Consultant. The consultant will be paid at the rate of $200 per hour, with a non-refundable retainer of $9,000 per month, for work performed in accordance with this agreement. If work exceeds $9,000 per month, on or before the 5th of each month, Consultant shall submit a monthly bill with the number of hours and work
performed for those hours. This work should be that requested by the Company. 
 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 the consultant within ten (10) days of receipt. 
 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 limitation, 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. 

  

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 9. 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. 
 10. Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration 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 cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable. 
  

					
	By: Company	 		 	By: Consultant
			
	 /s/ Chris Stern
	 		 	 /s/ J. Melville Engle

	Oxygen Biothcrapeutics, Inc.	 		 	J. Melville Engle
	By: Chris Stem, Chairman	 		 	

  

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