Advisory Agreement between OXIS International, Inc. and Ambient Advisors, LLC
      dated November 6, 2006


    Exhibit
      10.2

    
 

    ADVISORY
      AGREEMENT dated
      as
      of November 6, 2006, between Oxis International, Inc., a Delaware corporation
      (the “Company”), and Ambient Advisors LLC (the “Advisor”).

    


    The
      Company desires to retain the Advisor to provide management and advisory
      services to the Company, and the Advisor desires to perform such management
      and
      advisory services for the Company, in each case, upon the terms and conditions
      hereinafter set forth. 

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and obligations hereinafter set forth,
      the
      parties agree as follows:

    


    1.
      Retention
      of Advisor.
      The
      Company hereby retains the Advisor, and the Advisor hereby accepts such
      retention by the Company, upon the terms and conditions hereinafter set forth.
      The Advisor shall perform all such services as an independent contractor to
      the
      Company and not as an employee, agent or representative of the
      Company.

    


    2.
      Term.
      The
      retention of the Advisor hereunder shall be for a period (the “Initial Term”)
      that commenced on October 15, 2006 (the “Commencement Date”) and shall end on
      October 15, 2009 or such earlier date provided in this Section 2. The Initial
      Term will be extended automatically for additional one-year periods (each an
      “Additional Term,” together with the Initial Term, the “Term”). This Agreement
      shall automatically terminate prior to October 15, 2009 or the expiration of
      any
      Additional Term upon the first to occur of (i) the death or disability of Mr.
      Gary M. Post, Managing Director of the Advisor, (ii) the resignation by the
      Advisor following the delivery by it to the Company of ten days’ advance written
      notice of such resignation or (iii) termination by the Company following the
      delivery to the Advisor of 60 days’ advance written notice from the Company’s
      Board of Directors of its intention to terminate the Agreement. 

    


    3.
      Duties.
      During
      the Term, the Advisor shall advise the Company and provide management services
      in the areas of (a) strategic planning, (b) financial planning and budgeting,
      (c) investor relations, (d) corporate finance (including advising on new capital
      formation and mergers and acquisitions), (e) day to day operational management
      and (f) such additional roles and responsibilities as the Advisor and the
      Company shall mutually agree. The parties acknowledge that Mr. Gary M. Post
      shall perform substantially all of the services of the Advisor under this
      Agreement, and that although he will not formally be named an officer of the
      Company, he will be empowered to sign checks and enter into contracts on the
      Company’s behalf in the capacity of “Acting Chief Operating Officer.” The
      Advisor shall report directly to, and shall reasonably update, the CEO or his
      designee on the status of each project, and shall reasonably coordinate its
      efforts with members of management, the Board of Directors and other advisors
      and consultants to the Company. 

    


    4.
      Time
      to be Devoted to Services.
      During
      the Term, the Advisor agrees to spend approximately one-third (1/3) of the
      Advisor’s working time to the provisions of services hereunder.

    



    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5.
      Compensation.
      

    


    (a) Advisory
      Fee.
      The
      Company shall pay to the Advisor an advisory fee of $83,333 per annum. The
      advisory fee initially will be payable quarterly in advance in the form of
      either the Company’s common stock (“Common Stock”), at a price equal to 85% of
      the “Market Price” for the Company’s common stock, which shall equal the average
      of the closing price for the five trading days prior to the date that the
      issuance is authorized by the Board of Directors. In lieu of receiving Common
      Stock for such payments, the Advisor may elect to receive that number of ten
      year Warrants (with cashless exercise provisions) equal to 1.5 times the number
      of shares of Common Stock that would otherwise be received, at an exercise
      price
      equal to the Market Price. The first installment, representing $20,833 of the
      annual advisory fee, and payable at the Advisor’s election in the form of
      warrants described in the foregoing sentence, will be made as soon as
      practicable after the execution of this Agreement, and thereafter, will be
      paid
      on the dates that are three months, six months and nine months from the date
      hereof, and quarterly thereafter for the duration of the Term. Notwithstanding
      the foregoing, once the Company has raised at least $2.5 million in one or
      more
      financings (equity, debt or convertible debt, in addition to the financing
      closed on October 27, 2006) or in a strategic transaction (a “Qualifying
      Financing”), the Advisor may elect, at any time, in lieu of receiving a
      quarterly issuance of stock (or warrants in lieu thereof), to receive the
      advisory fee in cash, payable monthly on the Corporation’s regular pay cycle for
      professional employees. All shares of Common Stock issuable to the Advisor
      under
      this Agreement (if not otherwise registered pursuant to an existing stock option
      plan covered by a registration statement on Form S-8), or upon the exercise
      of
      the warrants to be issued in lieu thereof, shall have the benefit of piggyback
      registration rights, pursuant to a Registration Rights Agreement to be executed
      by the Company and the Advisor (the “Registration Rights Agreement”); provided,
      however, that the failure to execute such a Registration Rights Agreement shall
      not limit the Advisor’s piggyback registration rights hereunder. Following the
      Initial Term, the Board shall in accordance with its customary review of
      executive management and consultants’ compensation, review Advisor’s annual
      advisory fee and make adjustments the Board (or its Compensation Committee)
      feels are appropriate, but in any event Advisor’s base compensation shall not be
      lower than $250,000 (on a full-time annual basis).

    


    (b)
      Other and Additional Compensation.     

      

    (i) Annual
      Bonus.
      During
      the Term, the Advisor shall receive an annual bonus based upon the attainment
      of
      agreed upon goals and milestones as determined by the Board and its Compensation
      Committee. During the remainder of calendar year 2006, the Advisor’s bonus shall
      be pro rated on an annual bonus rate in the range of 25% to 50% of the advisory
      fee, and the bonus for subsequent years of the Term shall be in a similar target
      range. Additional bonus calculations and payments determined by the Board and
      the Compensation Committee shall be made based upon (i) increases in the
      Company’s sales and reductions in its expenses, improvements in operations, and
      completion of a merger with Biochek and integration of its operations with
      those
      of the Company, (ii) successful financings an/or strategic transactions
      completed, taking into account the aggregate amount of funds raised for the
      Company and (iii) performance of the trading price of the Company’s Common
      Stock.
      The
      bonuses payable hereunder shall be paid in cash, although at the Advisor’s sole
      option, they may be paid in stock (or in the form of ten year warrants with
      cashless exercise provisions, with 1.5 times the number of warrants to be issued
      in lieu of the number of shares of Common Stock), based upon the average of
      the
      closing bid and asked prices for the 5 trading days immediately prior to the
      awarding to the Advisor of the bonus for a particular year (which shall also
      be
      the exercise price of the warrants, if the Advisor elects to receive warrants).
      The Advisor shall make its election no more than ten (10) days following
      notification by the Company of the bonus award, and the failure to make timely
      election shall mean that the Advisor shall receive the bonus in the form of
      cash.  


    
      
         

        
        

      

      
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    (ii) Warrants.
      As soon
      as practicable following execution of this Agreement, the Company shall issue
      to
      the Advisor ten year warrants to purchase 550,000 shares of Common Stock (the
      “Warrants”), at an exercise price equal to the Market Price. The Warrants shall
      have a cashless exercise provision and otherwise shall be in form mutually
      satisfactory to the parties. The Warrants will vest as follows: 275,000 Warrants
      in four equal quarterly installments commencing on the date that is three months
      from the Commencement Date and every three months thereafter, (iii) and the
      remaining 275,000 Warrants in eight quarterly installments over the subsequent
      two years and (iv) for an exercise price equal to the average of the closing
      bid
      and asked prices for the Common Stock on the trading day immediately prior
      to
      the date of the execution of this Agreement.

    


    (iii) Additional
      Compensation.
      The
      foregoing establishes the minimum compensation during the Term and shall not
      preclude the Board from awarding the Advisor a higher salary or any additional
      bonuses or stock options in the event of a successful financing or strategic
      transaction or otherwise, and in any event, in the discretion of the Board.
      

    


    (iv) Sign-on
      Bonus.
      As a
      sign-on bonus and as soon as practicable following execution of this Agreement,
      the Advisor shall be granted non-qualified options for the purchase of up to
      333,333 shares (the “Initial Option Grant”) of Common Stock under the Company’s
      existing stock option plan (the “Plan”). The terms of the grant, including the
      vesting schedule and exercise price of the Initial Option Grant, shall be as
      set
      forth in a separate option agreement executed by and between the parties and
      will provide, among other things, (i) for cashless exercise provisions and
      (ii)
      for the vesting in six equal installments, commencing on the date that is 30
      days after the Commencement Date, through the 180th
      day
      after the Commencement Date. The options issued under this Section 5(b)(iv)
      will
      vest monthly in six equal installments, commencing on the date that is 30 days
      after the Commencement Date, through the 180th
      day
      after the Commencement Date. Subsequent stock option grants, including an annual
      grant in 2007, will be determined annually by the Board and the Compensation
      Committee, taking into account the previous year’s performance of the Company’s
      Common Stock, sales, revenue and income performance, as well as the frequency
      and success of financings and/or strategic transactions. 

    


    6.
      Business
      Expenses: Benefits.
      The
      Company shall reimburse the Advisor in cash, in accordance with its practice
      from time to time, for all reasonable and necessary travel, entertainment and
      other expenses and other disbursements incurred by the Advisor for or on behalf
      of the Company in the performance of the Advisor’s duties hereunder. The Advisor
      shall provide such appropriate documentation of expenses and disbursements
      as
      may from time to time be required by the Company. Any travel expenses in excess
      of $1,000 for any one trip must be pre-approved by the CEO.

    


    The
      Company shall have no obligation to provide any benefits to Advisor or to Gary
      M. Post, including without limitation, any health, life or disability
      benefits.

    


    7.
      Indemnification;
      Insurance.
      The
      Company will indemnify the Advisor for its actions in the capacity as a Advisor
      hereunder (other than resulting from the Advisor’s gross negligence or willful
      misconduct) and Gary M. Post for his actions as a director of the Company and
      any of its subsidiaries to the full extent permitted by law and as provided
      in
      the Company’s Certificate of Incorporation and by-laws. The Company also will
      include the Advisor and Gary M. Post on its existing Directors and Officers
      liability insurance policy, which the Company represents is for a customary
      amount for similar public companies in the life sciences
      industry.


    
      
         

        
        

      

      
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    8.
      Termination
      Payments.
      If
      the
      Company terminates this Agreement pursuant to Section 2(iii) without Cause
      after
      the six month anniversary of the date of this Advisory Agreement, Advisor shall
      receive an amount equal to twelve (12) months of the advisory fee for the then
      current Term in a lump sum payment and all outstanding stock options shall
      become fully vested and the warrants vested as of the date of termination and
      the stock options shall remain exercisable through their respective expiration
      dates. If the Company terminates this Agreement pursuant to Section 2(iii)
      without Cause prior the six month anniversary of the date of this Advisory
      Agreement, Advisor shall be paid any expenses due to him and all vested stock
      options and warrants shall remain exercisable through their respective
      expiration dates. “Cause” shall mean means (i) willful malfeasance or willful
      misconduct by the Advisor in connection with the performance of its duties
      hereunder; (ii) the Advisor’s gross negligence in performing any of its duties
      under this Agreement; (iii) the Advisor’s or Gary M. Post’s conviction of, or
      entry of a plea of guilty to, or entry of a plea of nolo contendere with respect
      to, any felony; (iv) the habitual drunkenness or use or possession of illegal
      drugs by Gary M. Post while performing the Advisor’s duties under this Agreement
      or excessive absenteeism not related to illness; (v) the Advisor’s material
      breach of any written policy applicable to all employees and Advisors adopted
      by
      the Corporation; or (vi) material breach by the Advisor of any of its agreements
      in this Agreement having a material detrimental impact on the Company after
      written notice and a reasonable opportunity to cure of not less than 30
      days.

    


    If
      the
      Company terminates this Agreement pursuant to Section 2(iii) for Cause, the
      Company will only be required to give ten (10) days’ prior notice (other than
      pursuant to Section 8(a)(vi), for which the notice requirement is 30 days),
      stating in reasonable detail the Board’s understanding of the facts leading to
      the determination of Cause, and in such event the Advisor shall not be entitled
      to any further payments of its advisory fee hereunder, and any unexercised
      stock
      options shall expire.

    


    If
      the
      Advisor resigns pursuant to Section 2(ii), for whatever reason, or if Gary
      M.
      Post dies or becomes disabled, the Advisor (or its successors or assigns) shall
      not be entitled to any further payments of the advisory fee hereunder, all
      unvested stock options and warrants shall expire, and all vested stock options
      and warrants shall remain exercisable until their respective expiration dates.
      “Disability” shall mean the incapacity of Gary Post due to physical or mental
      illness that results in the Advisor’s being unable to substantially perform its
      duties hereunder for six consecutive months (or for six months out of any
      nine-month period). During a period of Disability, the Advisor shall continue
      to
      receive the advisory fee hereunder. 

    


    9.
      Corporate
      Opportunities; Intellectual Property.
      

    


    (a) The
      Advisor acknowledges that by virtue of its efforts as a Advisor hereunder to
      the
      Company and of Gary M. Post’s serving as a director, the Advisor may become
      aware of confidential information identified as such in writing by the Company
      relating to the Company’s business opportunities and potential acquisitions of
      companies and or technologies/compounds (“Confidential Information”), and that
      the Advisor will not, during the Term and for a period of 6 months thereafter
      (the “Restricted Period”), directly or indirectly use any such Confidential
      Information for its own benefit or for the benefit of any third person other
      than the Company or its affiliates or enter into or negotiate a transaction
      with
      any person that was the subject of the Company’s business opportunity or
      potential acquisition without the prior written approval of the Company or
      following an express decision by the CEO or the Board not to pursue the specific
      business opportunity or potential acquisition. The foregoing limitation shall
      not apply to the Advisor after the end of the Restricted Period. The
      restrictions set forth in this Section 9 are in addition to any of the fiduciary
      obligations of Gary M. Post to the Company by virtue of his being a director
      of
      the Company.


    
      
         

        
        

      

      
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    (b)
      Notwithstanding the foregoing, the Company acknowledges that the Advisor may
      pursue its own independent business interests and activities during the
      Restricted Period, including those relating to life sciences and medical
      technologies, which the Company acknowledges are not business opportunities
      of
      the Company and, therefore, which may be pursued by the Advisor on its own
      or in
      association with others independently of the Company during the Restricted
      Period. The Advisor is under no obligation hereunder to identify specific
      potential business opportunities or acquisitions for the Company. However,
      once
      the Advisor informs the Company of a potential opportunity during the Term,
      it
      may not independently pursue that opportunity during the Restricted Period
      without the prior written approval of the Company or following an express
      decision by the CEO or the Board not to pursue the specific business opportunity
      or potential acquisition.

    


    (c)
      Any
      material or other work which may be subject to copyright or patent, and which
      is
      conceived, derived, made or written by the Advisor in connection with the
      Confidential Information shall be deemed a “work for hire,” (and is herein
      referred to as a “Development”). As between the Advisor and the Company, Advisor
      acknowledges that all Developments will be the sole and exclusive property
      of
      the Company and shall also be deemed Confidential Information under this
      Agreement. The Advisor further acknowledges the Company may in turn negotiate
      with any third party regarding their respective ownership rights to such
      Developments. The Advisor shall execute such documents as may be necessary
      to
      vest in the Company or any third party, if applicable, all right, title and
      interest in and to the Developments. The Company (or a third party, if
      applicable) will pay all costs and expenses associated with any applications
      and
      the transfer of title to Developments, including paying the Advisor’s reasonable
      attorneys’ fees for reviewing such documents and instruments presented for
      execution. 

    


    (d)
      Notwithstanding the foregoing, the assignment by the Advisor to the Company
      (or
      a third party, if applicable) of Developments, as well as the right to apply
      for
      and obtain patents and/or registered copyrights on the same, shall be expressly
      limited to those specifically involving the Confidential Information relating
      to
      such projects as mutually agreed upon by the parties hereto, and shall
      specifically not include (i) any right, license or interest of the Company
      to
      general concepts, formats, methods, testing techniques, study designs, computer
      software or other procedures utilized or designed by the Advisor in performing
      its duties hereunder, or any general inventions, discoveries, improvements,
      or
      copyrightable materials relating thereto, nor (ii) any patentable or
      copyrightable materials which can be shown by competent proof not to concern
      the
      subject matter of the Confidential Information, or, which predate this Agreement
      or the Advisor’s receipt of the Confidential Information, or (iii) any
      intellectual property relating to the Advisor’s current activities.


    


    (e)
      The
      Advisor agrees that this Section 9 may be enforced by the Company by injunction,
      or other equitable relief, without prejudice to any other rights and remedies
      that the Company may have under this Agreement and without the posting of any
      bond.

    


    10. Legal
      Expenses.
      The
      costs of the Advisor’s counsel, Adam Eilenberg related to the negotiation,
      preparation and review of this Agreement, in the amount of $2,500, shall be
      paid
      by the Corporation, in the form of shares of Common Stock, based on a price
      equal to 85% of the Market Price, and shall be issued to Adam Eilenberg. Any
      shares issued pursuant to the foregoing sentence shall have the same
      registration rights as those being provided to Advisor hereunder and pursuant
      to
      the Registration Rights Agreement.

    


    11.
      Notices.
      All
      notices, claims, certificates, requests, demands and other communications
      hereunder shall be in writing and shall be deemed to have been duly given and
      delivered if personally delivered or if sent by nationally-recognized overnight
      courier, by telecopy, or by registered or certified mail, return receipt
      requested and postage prepaid, addressed as follows:


    
      
         

        
        

      

      
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    If
      to the
      Company, to:

    


    OXIS
      International, Inc. 

    323
      Vintage Park Drive, Suite B

    Foster
      City, California 94404

    Attention:
      Chairman of the Board 

    


    if
      to the
      Advisor, to:

    


    Ambient
      Advisors LLC

    Box
      24976

    Los
      Angeles, CA 90024

    Attention:
      Gary M. Post 

     

    or
      to
      such other address as the party to whom notice is to be given may have furnished
      to the other party or parties in writing in accordance herewith. Any such notice
      or communication shall be deemed to have been received in the case of personal
      delivery, on the date of such delivery, in the case of nationally-recognized
      overnight courier, on the next business day after the date when sent, in the
      case of telecopy transmission, when received, and in the case of mailing, on
      the
      third business day following that on which the piece of mail containing such
      communication is posted.

    


    12.
      Binding
      Agreement; Benefit.
      Subject
      to Section 16, the provisions of this Agreement will be binding upon, and will
      inure to the benefit of, the respective heirs, legal representatives, successors
      and assigns of the parties.

    


    13.
      Governing
      Law.
      This
      Agreement will be governed by, and construed and enforced in accordance with,
      the laws of the State of California (without giving effect to principles of
      conflicts of laws).

    


    14.
      Waiver
      of Breach.
      The
      waiver by either party of a breach of any provision of this Agreement must
      be in
      writing and shall not operate or be construed as a waiver of any other
      breach.

    


    15.
      Entire
      Agreement; Amendments.
      This
      Agreement contains the entire agreement between the parties with respect to
      the
      subject matter hereof and supersedes all prior agreements or understandings
      between the parties with respect thereto. This Agreement may be amended only
      by
      and agreement in writing signed by the parties.

    


    16.
      Headings.
      The
      section headings contained in this Agreement are for reference purposes only
      and
      shall not affect in any way the meaning or interpretation of this
      Agreement.

    


    17.
      Assignment.
      This
      Agreement is personal in its nature and the parties shall not, without the
      consent of the other, assign or transfer this Agreement or any rights or
      obligations hereunder; provided,
      however,
      that
      the Company may assign this Agreement to any of its subsidiaries.

    


    18.
      Counterparts.
      This
      Agreement may be executed in counterparts, and each such counterpart shall
      be
      deemed to be an original instrument, but both such counterparts together shall
      constitute but one agreement.

    


    


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    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed and delivered this Advisory Agreement as of the
      date first written above.

    


    


                                OXIS
      INTERNATIONAL,
      INC. 

    


    


                            By:
/s/
      Marvin S.
      Hausman, M.D.      

                               
Name:

                            
Title:

    


    


                                AMBIENT
      ADVISORS
      LLC

    


    


                            By:/s/
      Gary M.
      Post        

                                  Gary
      M.
      Post 

     

     

     

     

     

     

     

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