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                                 Exhibit 10.1
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                         REGISTRATION RIGHTS AGREEMENT
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This Registration Right Agreement ("Agreement") is made as of this _________ day
of ______________, 2000, by and among OXIS International, Inc., a Delaware
corporation (the "Company"), and the investors in the common stock (the "Common
Stock") and the warrants to purchase Common Stock of the Company (the
"Warrants") listed on the signature pages hereto (each a "Purchaser" and
collectively, the "Purchasers"), which Common Stock and Warrants were purchased
by each Purchaser pursuant to the terms of a virtually identical Common Stock
and Warrant Subscription Agreement by and between each Purchaser and the Company
dated February  21, 2000 (the "Subscription Agreements," each a Subscription
Agreement).

     In consideration of the mutual promises and covenants set forth herein, the
parties hereto agree as follows:

1.   Registration Rights. The Company and each Purchaser covenant and agree as
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follows:

1.1  Definitions. For purposes of this Agreement:
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          (a)  The term "Exchange Act" shall mean the Securities Exchange Act of
               1934, as amended;

          (b)  The term "Holder" means the Purchaser or any assignee thereof in
               accordance with Section 1.9 hereof;

          (c)  The terms "register," "registered," and "registration" refer to a
               registration effected by preparing and filing a registration
               statement or similar document in compliance with the Securities
               Act, and the declaration or ordering of effectiveness of such
               registration statement or document;

          (d)  The term "Registrable Securities" means (i) the Common Stock
               purchased by the Purchasers, (ii) the Common Stock of the Company
               issuable upon exercise of the Warrants (the "Warrant Shares") and
               (iii) any Common Stock of the Company issued as (or issuable upon
               the conversion or exercise of any warrant, right or other
               security which is issued as) a dividend or other distribution
               with respect to, or in exchange for or in replacement of, such
               Common Stock excluding in all cases, however, any Registrable
               Securities sold by a person in a transaction in which his
               registration rights are not assigned;
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          (e)  The term "Securities Act" means the Securities Act of 1933, as
               amended;

          (f)  The term "SEC" means the Securities and Exchange Commission; and

          (g)  The term "Violation" shall have the meaning ascribed to that term
               in Section 1.7 of this agreement.

1.2  Registration of Shares.
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     (a)  Filing of Registration Statement. The Company shall use commercially
          --------------------------------
          reasonable efforts to file with the SEC, on or before the date ninety
          (90) days following the date of the closing of the sale of securities
          pursuant to the latest dated Subscription Agreement (the "Final
          Closing"), a Form S-3, if available, or Form S-1 (if such Form S-3 is
          not available) registration statement under the Securities Act
          covering the resale of the Registerable Securities.

1.3  Obligation of the Company. Whenever required under this Section 1 to effect
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     the registration of any Registrable Securities, the Company shall, as
     expeditiously as reasonably possible.

          (a)  Use its commercially reasonable best efforts to cause a
               registration statement filed with respect to the Registrable
               Securities to become effective, and, keep such registration
               statement effective for up to one hundred eighty (180) days;

          (b)  Prepare and file with the SEC such amendments and supplements to
               such registration statement and the prospectus used in connection
               with such registration statement as may be necessary to comply
               with the provisions of the Securities Act with respect to the
               disposition of all securities covered by such registration
               statement;

          (c)  Furnish to each Holder such numbers of copies of a prospectus,
               including a preliminary prospectus, in conformity with the
               requirements of the Securities Act, and such other documents as
               they may reasonably request in order to facilitate the
               disposition of Registrable Securities owned by them; and

          (d)  Use its commercially reasonable best efforts to register and
               qualify the securities covered by such registration statement
               under such other securities or blue sky laws of such
               jurisdictions as shall be reasonably requested by a majority of
               the Holders, provided, however, that the Company shall not be
               required in connection therewith or as a condition thereto to
               qualify to do business or to
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               file a general consent to service of process in any such states
               or jurisdictions.

1.4  Furnish Information. It shall be a condition precedent to the obligations
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     of the Company to take any action pursuant to this Section 1 that the
     selling Holders shall furnish to the Company such information regarding
     themselves, the Registrable Securities held by them, and the intended
     method of disposition of such securities as shall be required to effect the
     registration of the Registrable Securities.

1.5  Expenses of Company Registration. The Company shall bear and pay all
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     expenses incurred in connection with any registration, filing or
     qualification of Registrable Securities with respect to the registration
     pursuant to Section 1.2 for each Holder (which right may be assigned only
     as provided in Section 1.9), including (without limitation) all
     registration, filing and qualification fees, printers' and accounting fees
     relating or apportionable thereto, but excluding underwriting discounts and
     commissions relating to Registrable Securities.

1.6  Delay of Registration. No Holder shall have any right to obtain or seek an
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     injunction restraining or otherwise delaying any such registration as the
     result of any controversy that might arise with respect to the
     interpretation or implementation of this Section 1.

1.7  Indemnification. In the event any Registrable Securities are included in a
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     registration statement under this Section 1:

          (a)  To the extent permitted by law, the Company will indemnify and
               hold harmless each Holder, the officers, directors, partners and
               legal counsel of each Holder, and each person, if any, who
               controls such Holder within the meaning of the Securities Act or
               the Exchange Act, against any losses, claims, damages or
               liabilities (joint or several) to which they may become subject
               under the Securities Act, the Exchange Act or other United States
               federal or state law, rule or regulation insofar as such losses,
               claims, damages or liabilities (or actions in respect thereof)
               arise out of or are based upon any of the following statements,
               omissions or violations (collectively, a "Violation"): (i) any
               untrue statement or alleged untrue statement of a material fact
               contained in such registration statement, including any
               preliminary prospectus or final prospectus contained therein or
               any amendments or supplements thereto: (ii) the omission or
               alleged omission to state therein a material fact required to be
               stated therein, or necessary to make the statements therein not
               misleading, or (iii) any violation or alleged violation by the
               Company of the Securities Act, the Exchange Act, any United
               States state securities law or any rule or regulation promulgated
               under the Securities Act, the Exchange Act or any United States
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               state securities law; and the Company will reimburse each such
               Holder, officer, director, partner, legal counsel, underwriter or
               controlling person for any legal or other expenses reasonably
               incurred by them in connection with investigating or defending
               any such loss, claim, damage, liability or action; provided,
               however, that the indemnity agreement contained in this
               subsection 1.7(a) shall not apply to amounts paid in settlement
               of any such loss, claim, damage, liability or action if such
               settlement is effected without the consent of the Company, nor
               shall the Company be liable in any such case for any such loss,
               claim, damage, liability or action to the extent that it arises
               out of or is based upon a Violation which occurs in reliance upon
               and in conformity with written information furnished expressly
               for use in connection with such registration by any such Holder,
               officer, partner, director, legal counsel or controlling person.

               (b) To the extent permitted by law, each selling Holder will
               indemnify and hold harmless the Company, each of its directors
               and officers, its legal counsel, each person, if any, who
               controls the Company within the meaning of the Securities Act,
               and any other Holder selling securities in such registration
               statement or any of such other Holder's directors, legal counsel
               or officers or any person who controls such Holder, against any
               losses, claims, damages or liabilities (joint or several) to
               which the Company or any such director, officer, legal counsel,
               or controlling person, or other such Holder or director, officer,
               legal counsel or controlling person of such other Holder may
               become subject, under the Securities Act, the Exchange Act or
               other United States federal or state law, insofar as such losses,
               claims, damages or liabilities (or actions in respect thereto)
               arise out of or are based upon any Violation, in each case to the
               extent (and only to the extent) that such Violation occurs in
               reliance upon and in confornity with written information
               furnished by such Holder expressly for use in connection with
               such registration; and each such Holder will reimburse any legal
               or other expenses reasonably incurred by the Company or any such
               director, officer, legal counsel, controlling person, other
               Holder, or officer, director, legal counsel, or controlling
               person of such other Holder in connection with investigating or
               defending any such loss, claim, damage, liability, or action;
               provided, however, that the indemnity agreement contained in this
               subsection 1.7(b) shall not apply to amounts paid in settlement
               of any such loss, claim, damage, liability or action if such
               settlement is effected without the consent of the Holder. The
               aggregate indemnification obligations of any selling Holder
               pursuant to the provisions of this Section 1.7(b) shall be
               limited to
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               an amount equal to the proceeds received by such selling Holder
               pursuant to the terms of this Agreement.

               (c) Promptly after receipt by an indemnified party under this
               Section 1.7 of notice of the commencement of any action
               (including any governmental action), such indemnified party will,
               if a claim in respect thereof is to be made against any
               indemnifying party under this Section 1.7, deliver to the
               indemnifying party a written notice of the commencement thereof
               and the indemnifying party shall have the right to participate
               in, and, to the extent the indemnifying party so desires, jointly
               with any other indemnifying party similarly noticed, to assume
               the defense thereof with counsel mutually satisfactory to the
               parties; provided, however, that an indemnified party shall have
               the right to retain its own counsel at its own expense if it so
               desires. Notwithstanding the foregoing, if the indemnified party
               and the indemnifying party have conflicting interests with
               respect to the action so that joint counsel for them would be
               inappropriate, (as determined by counsel to the indemnified party
               and counsel to the indemnifying party), then the indemnifying
               party shall pay reasonable fees and expenses of one counsel to
               the indemnified party. The failure to deliver written notice to
               the indemnifying party within a reasonable time of the
               commencement of any such action, if prejudicial to its ability to
               defend such action, shall relieve the indemnified party of any
               obligation or liability to indemnify under this Section 1.7, but
               the omission to deliver written notice to the indemnifying party
               will not relieve it of any liability that it may have to any
               indemnified party otherwise than under this Section 1.7.

               (d) If the indemnification provided for in this Section 1.7 is
               held by a court of competent jurisdiction to be unavailable to an
               indemnified party, then each indemnifying party, in lieu of
               indemnifying such indemnified party thereunder, hereby agrees to
               contribute to the amount paid or payable by such indemnified
               party in such proportion as is appropriate to reflect the
               relative fault of the indemnifying party on the one hand and of
               the indemnified party on the other.

               (e) The obligations of the Company and Holders under this Section
               1.7 shall survive the completion of any offering of Registrable
               Securities in a registration statement under this Section 1, and
               otherwise.

1.8. Reports Under Securities Exchange Act of 1934. With a view to making
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     available to the Holders the benefits of Rule 144 promulgated under the
     Securities Act and any other rule or regulation of the SEC that may at any
     time permit a Holder to
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      sell securities of the Company to the public without registration, the
      Company agrees to use its commercially reasonable best efforts to:

               (a)  file with the SEC in a timely manner all reports and other
                    documents required of the Company under the Securities Act
                    and the Exchange Act; and

               (b)  furnish to any Holder, so long as the Holder owns any
                    Registrable Securities, forthwith upon request (i) a written
                    statement by the Company that it has complied with the
                    reporting requirements of SEC Rule 144, the Securities Act
                    and the Exchange Act, and (ii) a copy of the most recent
                    annual or quarterly report of the Company and such other
                    reports and documents so filed by the Company.

1.9.  Assignment of Registration Rights. The rights to cause the Company to
      ---------------------------------
      register Registrable Securities pursuant to this Section 1 may be assigned
      by a Holder to a transferee or assignee who is not a competitor of the
      Company and acquires at least two hundred thousand (200,000) shares (as
      adjusted for stock splits, combinations, etc.) of Common Stock; provided,
      however, in each case, the Company is, within thirty days after such
      transfer, furnished with written notice (i) stating the name and address
      of such assignee, (ii) identifying the securities with respect to which
      such registration rights are being assigned, and (iii) confirming that the
      assignee agrees to be bound by the terms and conditions of agreements
      governing such rights; and provided, further, that such assignment shall
      be effective only if immediately following such transfer the further
      disposition of such securities by the transferee or assignee is restricted
      under the Securities Act.

1.10. Standstill Agreement. Each Holder hereby agrees that if such Holder is
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      notified by the Company that the registration statement covering the
      resale of the Registrable Securities is no longer deemed effective by the
      SEC, or if the registration statement or the prospectus forming a part of
      the registration statement no longer contains all information required
      under the United States federal or state securities laws, the Holder shall
      cease selling any Registrable Securities until notified by the Company
      that the registration statement is effective and/or contains all required
      information under the United States federal or state securities laws.

      In order to enforce the foregoing covenant, the Company may impose stop-
      transfer instructions with respect to the Registrable Securities of each
      Holder (and the shares or securities of every other person subject to the
      foregoing restriction).

2.    Miscellaneous.
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2.1. Amendment. Any provision of this Agreement may be amended and the
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     the observance thereof may be waived (either generally or in a particular
     instance and either retroactively or prospectively), only with the written
     consent of the Company and the holders of at least 66-2/3% of the
     Registrable Securities owned by the Purchasers. Any amendment or waiver
     effected in accordance with this paragraph shall be binding upon each
     Holder of any securities purchased under this Agreement at the time
     outstanding (including securities into which such securities are
     convertible), each future Holder of all such securities, and the Company.

2.2. Entire Agreement. This Agreement represents the entire and only agreement
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     and understanding between the Purchasers and the Company concerning the
     subject matter hereof and supersedes all prior oral and written and all
     contemporaneous oral agreements, arrangements, understandings,
     negotiations, commitments and understandings between the parties. No prior
     agreement, whether written or oral, shall be construed to change, amend,
     alter, repeal or invalidate this Agreement.

2.3. Notices. Unless otherwise specified herein, all notices or other
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     communications required or permitted under this Agreement shall be given in
     writing and shall be deemed effective and received: (a) immediately if
     delivered by hand; (b) one (1) business day after direct transmission by
     facsimile equipment; (c) two (2) business days after the date of sending by
     Federal Express or any similar overnight delivery service; or (d) five (5)
     business days after the date of mailing by United States registered or
     certified mail, return receipt requested and postage prepaid at the address
     or telecopy number indicated for such party on the signature page hereof,
     or at such other address as such party may designate by ten (10) days'
     advance notice to the other parties.

2.4. Assigns, Heirs, Representatives, Agents and Successors. Each and all of the
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     provisions contained in this Agreement shall be binding upon and inure to
     the benefit of the parties hereto and their respective permitted assigns,
     heirs, representatives, agents and all other successors in interest. No
     assignment shall release the Holder from any obligation or liability under
     this Agreement.

2.5. Governing Law, Venue and Jurisdiction. This Agreement shall be governed by,
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     and construed in accordance with, the laws of the State of Oregon, without
     regard to any principles of conflict of laws, and shall in all respects be
     interpreted, enforced and governed within and under the laws of the State
     of Oregon. Each party hereto expressly submits to the jurisdiction and
     venue of the State and Federal Courts of Oregon which shall have exclusive
     jurisdiction of all disputes arising hereunder or related hereto.

2.6. Article and Section Headings. The section, subsection and subdivision
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     headings in this Agreement are for convenience and identification only and
     are in no way intended to describe, define, alter, modify, amend, limit, or
     restrict the scope, extent, or intent of this Agreement or any provision
     hereof.
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2.7.  Counterparts. This Agreement may be executed in one or more counterparts,
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     each of which shall be deemed to be an original, but all of which shall be
     one and the same document.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties on
this____ day of ________________, 2000


OXIS INTERNATIONAL, INC.                PURCHASER

By:_______________________              By:__________________________
Name:_____________________              Name:________________________
Title:____________________              Title:_______________________

                                        Address:

                                        ______________________________

     ____________________________________

     ____________________________________