<PAGE>

                                  Exhibit 4.2

                COMMON STOCK AND WARRANT SUBSCRIPTION AGREEMENT

     This COMMON STOCK AND WARRANT SUBSCRIPTION AGREEMENT, dated as of February
21,2000 (this "Agreement"), is entered into by and between OXIS International
Inc., a Delaware corporation (the "Company") and the investor set forth on the
signature page hereto ("Investor").

                                    RECITALS
                                    --------

     WHEREAS, Investor wishes to invest $_____________ in the Company
(Investor's Investment"), and in doing so the Investor wishes to subscribe for
and purchase, and the Company wishes to issue and sell, to Investor shares (the
"Shares") of common stock of the Company ("Common Stock") in an amount and on
the terms set forth herein; and

     WHEREAS, both Investor and the Company desire that the Company issue two
warrants to Investor for the future purchase of shares of Common Stock (the
"Warrants") in conjunction with the purchase of the Shares in the amounts and on
the terms set forth herein; and

     NOW THEREFORE, in consideration of the premises and mutual agreements
herein contained, and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto hereby agree as
follows:

I.   Subscription for Common Stock and Warrants.
     -------------------------------------------

A.   The Common Stock and Warrants.  The Company has authorized the issuance and
     ------------------------------
     sale pursuant to the terms of this Agreement of the Shares and the issuance
     of the Warrants to Investor substantially in the forms attached hereto as
     Exhibit A and Exhibit B. Subject to the terms and conditions of this
     ---------     ---------
     Agreement, Investor hereby irrevocably subscribes for and agrees to
     purchase the number of Shares provided for in Section I.B below for US$4.75
     per Share (a price which equals the closing price of the Company's Common
     Stock on the Nasdaq National Market on February 18, 2000) (the "Per Share
     Price") and the Warrants as provided for herein. The exercise price with
     respect to each Share covered by the Warrant set forth in Exhibit A shall
                                                               ---------
     be 125% of the Per Share Price (the "125% Warrant") and the exercise price
     with respect to each Share covered by the Warrant set forth in Exhibit B
                                                                    ---------
     shall be 150% of the Per Share Price (the "150% Warrant"). Investor shall
     not be obligated to purchase any of the Shares unless the conditions set
     forth in Article II hereof shall have been satisfied or waived by Investor
     on or prior to the Closing Date (as defined below). The Company shall not
     be obligated to sell any of the Shares to Investor or issue the Warrants to
     Investor unless the conditions set forth in Article III hereof shall have
     been satisfied or waived by the Company on or prior to the Closing Date.
<PAGE>

     B.   Subject to the terms and conditions of this Agreement and on the basis
          of the representations and warranties herein set forth, the Company
          will sell to Investor, and Investor will purchase from the Company, a
          number of Shares determined by dividing the amount of the Investor's
          Investment (the "Purchase Price") by the Per Share Price, provided
          that no fractional Shares shall be issued by the Company. The Purchase
          Price shall be payable by wire transfer of immediately available funds
          to such account or accounts as to which the Company may notify
          Investor. At the consummation of the purchase of the Shares and the
          Warrants (the "Closing") (or as soon as practicable thereafter),
          subject to the terms and conditions of this Agreement and on the basis
          of the representations and warranties herein set forth, the Company
          will deliver to, or at the direction of, Investor or a representative
          thereof, a certificate registered in the name of Investor representing
          the Shares to be purchased by Investor and a  125% Warrant for the
          purchase of an equal number of Shares and a  150% Warrant for the
          purchase of an equal number of Shares, against payment of the Purchase
          Price by Investor. The Closing will take place on February 23, 2000 or
          such later date as the Company shall receive subscriptions for
          securities with total gross proceeds, equal to US $4,000,000 or more
          (the "Closing Date") at a location to be designated by the Company.

II.  Conditions to the Obligations of Investor. The obligation of Investor to
     -----------------------------------------
     purchase the Shares and the Warrants under this Agreement is subject to the
     satisfaction at or prior to the Closing Date of each of the following
     conditions:

     A.   Accuracy of Representations and Warranties. All representations and
          -------------------------------------------
          warranties of the Company contained herein shall be true and correct
          in all material respects on and as of the Closing Date as if made on
          and as of such Closing Date.

     B.   Performance of Agreements; Regulatory Approvals.
          -----------------------------------------------

          1.   The Company shall have performed all obligations and agreements,
               and complied with all covenants and conditions contained in this
               Agreement to be performed or complied with by it prior to or at
               the applicable Closing Date.

          2.   The Company shall have executed and delivered the applicable
               Warrants.

          3.   The Company shall have obtained all corporate authorizations and
               approvals and all consents and approvals of regulatory bodies and
               authorities necessary to issue the Shares and the applicable
               Warrants and to enter into and perform this Agreement and such
<PAGE>

               Warrants and to consummate the transactions contemplated hereby
               and thereby.

      If at or prior to the Closing all of the conditions of this Article II
      have not been satisfied, Investor may elect to waive such conditions or to
      be relieved of all further obligations hereunder.

III.  Conditions to the Company's Obligations. The obligation of the Company to
      ---------------------------------------
      issue and sell the Shares and the applicable Warrants under this Agreement
      is subject to satisfaction at the Closing Date of each of the following
      conditions:

      A.  Accuracy of Representations and Warranties. All representations and
          ------------------------------------------
          warranties of Investor contained herein shall be true and correct in
          all material respects on and as of the Closing Date as if made on and
          as of such Closing Date.

      B.  Performance of Agreements. Investor shall have performed all
          -------------------------
          obligations and agreements, and complied with all covenants and
          conditions, contained in this Agreement to be performed or complied
          with by it prior to or at the Closing Date.

      C.  Payment of Purchase Price. Investor shall have delivered to the
          -------------------------
          Company and the Company shall have received full payment of the
          Purchase Price.

      D.  Corporate Authorizations. The Company shall have obtained all
          ------------------------
          corporate authorizations and approvals and all consents and approvals
          of regulatory bodies and authorities necessary to issue the Shares and
          the Warrants and to enter into and perform this Agreement and the
          Warrants and to consummate the transactions contemplated hereby and
          thereby (including the Company being satisfied that the sale of the
          Shares and the Warrants at the Closing will not cause the Company to
          be out of compliance with any of the criteria required to be complied
          with in order to continue to be listed on the Nasdaq National Market).

      If at or prior to the Closing all of the conditions of this Article III
      have not been satisfied, the Company may elect to waive such conditions or
      to be relieved of all further obligations hereunder.

IV.   Representations, Warranties and Covenants of the Company. Except as
      --------------------------------------------------------
      otherwise set forth herein, the Company represents, warrants and covenants
      to Investor as of the date of this Agreement and as of the Closing Date as
      follows:

      A.  Due Organization; Valid Existence and Authority of the Company. The
          --------------------------------------------------------------
          Company has been duly incorporated and is validly existing and in good
          standing under the laws of the State of Delaware. The Company has full
          right, power and authority to carry on its business as conducted and
          as
<PAGE>

          proposed to be conducted. The Company has full right, power and
          authority to enter into this Agreement and the Warrants and perform
          its obligations hereunder and thereunder.

      B.  Authorization and Validity of Agreements. This Agreement and the
          ----------------------------------------
          Warrants have been duly authorized and constitute valid and binding
          obligations of the Company enforceable against the Company in
          accordance with their terms, except as affected by ( i ) bankruptcy or
          insolvency laws or (ii) equitable principles or public policy.

     C.   No Conflict with Other Instruments; No Approvals Required Except as
          -------------------------------------------------------------------
          Have Been Obtained. The execution and delivery of this Agreement and
          ------------------
          the Warrants by the Company, and compliance by the Company with the
          terms and conditions hereof and thereof, will not violate, with or
          without the giving of notice or the lapse of time, or both, and will
          not conflict with, or require any consent or approval under, the
          Certificate of Incorporation or By-laws of the Company.

     D.   Private Placement. Based, in part, on the representations and
          -----------------
          warranties of Investor set forth herein, the offer and sale of the
          Shares and Warrants by the Company are being accomplished in a
          transaction exempt from registration under Section 5 of the Securities
          Act of 1933, as amended (the "Securities Act").

V.   Representations of Investor. Investor hereby represents and warrants to the
     ---------------------------
     Company as of the date of this Agreement and as of the Closing Date as
     follows:

     A.  Due Organization, Good Standing and Authority of the Investor.
         -------------------------------------------------------------
         Investor has full right, power and authority to enter into this
         Agreement and perform its obligations hereunder.

     B.  Authorization and Validity of Agreements. This Agreement has been duly
         ----------------------------------------
         authorized, executed and delivered by Investor and, assuming the due
         authorization, execution and delivery by the Company, constitutes a
         valid and binding obligation of Investor enforceable against Investor
         in accordance with its terms, except as affected by (i) bankruptcy or
         insolvency laws or (ii) equitable principles or public policy.

     C.  No Conflict with Other Instruments; No Approvals Required Except as
         -------------------------------------------------------------------
         Have Been Obtained. The execution and delivery of this Agreement and
         ------------------
         the Warrants by Investor and compliance by Investor with the terms and
         conditions hereof and thereof, will not violate, with or without the
         giving of notice or the lapse of time, or both, or require any
         registration, qualification, approval or filing under, any provision of
         law, statute, ordinance or regulation applicable to Investor and will
         not conflict with, or require any consent or approval under, or result
         in the breach or
<PAGE>

         termination of any provision of, or constitute a default under, or
         result in the acceleration of the performance of the obligations of
         Investor under, or result in creation of any claim, lien, charge or
         encumbrance upon any of the properties, assets or businesses of
         Investor pursuant to the charter document of Investor (if Investor is
         not a natural person) or any order, judgement, decree, law, ordinance
         or legal regulation applicable to the Investor, or any contract,
         instrument, agreement or restriction to which Investor is a party or by
         which Investor or any of its assets or properties is bound.

     D.  Investor Awareness. Investor acknowledges, agrees and is aware that the
         ------------------
         Shares, the Warrants and the shares of Common Stock to be issued upon
         the exercise thereof (the "Warrant Shares") have not been registered
         under the Securities Act, or under the securities laws of any other
         jurisdiction, including any state of the United States of America. An
         offer or sale of the Shares, the Warrants or the Warrant Shares by
         Investor in the absence of registration under such securities laws will
         require the availability of an exemption thereunder. A restrictive
         legend in substantially the form set forth in Section VI.A hereof shall
         be placed on the certificates representing the Shares, the Warrants and
         the Warrant Shares and a notation shall be made in the appropriate
         records of the Company indicating that the securities representing the
         Shares, the Warrants and the Warrant Shares are subject to restrictions
         on transfer.

     E.  Receipt of Information, Access to Information, Investment Intent.
         -----------------------------------------------------------------
         Investor acknowledges that it:

         1.  has been furnished with sufficient information regarding the
             Company and its prospects such that it has been able to understand
             and evaluate the risks of a purchase of the Company's securities;

         2.  has been given the opportunity to ask questions of, and receive
             answers from, the Company concerning the terms and conditions of
             the offering of the Company's securities hereunder and other
             matters pertaining to an investment therein, has been given the
             opportunity to obtain such additional information necessary to
             evaluate the merits and risks of a purchase of the securities to
             the extent the Company possesses such information, and has received
             all documents and information that it has requested relating to an
             investment in the securities;

         3.  has carefully considered and has, to the extent Investor believes
             such discussion necessary, discussed with its professional legal,
             financial and tax advisors, the suitability of an investment in the
             securities;
<PAGE>

         4.  understands that the Shares, Warrants and Warrant Shares to be
             received by Investor hereunder will be acquired for investment for
             Investor's own account, not as a nominee or agent, and not with a
             view to the resale or distribution of any part thereof, and that
             Investor has no present intention of otherwise distributing the
             same. By executing this Agreement, Investor further represents that
             Investor does not have any contract, undertaking, agreement or
             arrangement with any person to sell, transfer or grant
             participations to such person or to any third person, with respect
             to such to securities, or any portion thereof;

         5.  is an investor in securities of companies in the development stage
             and acknowledges that it is able to fend for itself, can bear the
             economic risk of its investment and has such knowledge and
             experience in financial or business matters that it is capable of
             evaluating the merits and risks of the investment in the Shares,
             Warrants, and Warrant Shares; and

         6.  understands that the Shares, Warrants, and Warrant Shares are
             characterized as "restricted securities" under the federal
             securities laws inasmuch as they are being acquired from the
             Company in a transaction not involving a public offering and that
             under such laws and applicable regulations such Shares, Warrants
             and Warrant Shares may be resold without registration under the
             Securities Act only in certain limited circumstances. In this
             connection Investor represents that it is familiar with Securities
             and Exchange Commission ("SEC") Rule 144, as presently in effect,
             and understands the resale limitations imposed thereby and by the
             Securities Act.

     F.  Accredited Investor Status. Investor is an Accredited Investor as such
         --------------------------
         term is defined in Regulation D under the Securities Act.

VI.  Restrictions on Transfer. The Shares, the Warrants and the Warrant Shares
     ------------------------
     shall not be transferable except upon the conditions specified in Article
     V.E and in this Article VI, which are intended to insure compliance with
     the provisions of the Securities Act in respect of the transfer of any of
     the Shares, the Warrants or Warrant Shares.

     A.  Restrictive Legends. Each certificate representing the Shares, the
         -------------------
         or the Warrant Shares shall (unless otherwise permitted by the
         provisions of this Article VI) be stamped or otherwise imprinted with a
         legend in substantially the following form:

         "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES
<PAGE>

         ACT") OR UNDER THE SECURITIES LAWS OF ANY JURISDICTION AND MAY NOT BE
         TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION
         STATEMENT IS IN EFFECT UNDER THE SECURITIES ACT AND ANY APPLICABLE
         SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES OR A WRITTEN OPINION OF
         COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY IS PROVIDED TO THE COMPANY
         TO THE EFFECT THAT NO REGISTRATION IS REQUIRED UNDER SUCH SECURITIES
         LAWS."

     B.  Notice of Proposed Transfers.
         ----------------------------

         1.  The holder of the Shares, the Warrants or Warrant Shares bearing a
             restrictive legend set forth in Section VI.A above ("Restricted
             Securities"), by acceptance thereof, agrees that, unless a
             registration statement is in effect under the Securities Act and
             under applicable securities laws with respect to such Restricted
             Securities, prior to any transfer or attempted transfer of such
             Restricted Securities, such holder will give the Company (i)
             written notice describing the proposed transfer of any Restricted
             Securities in reasonable detail, (ii) such other information about
             the proposed transferee of such Restricted Securities as the
             Company may reasonably request and (iii) an opinion of counsel
             (both counsel and opinion reasonably satisfactory to the Company)
             to the effect that the proposed transfer of such Restricted
             Securities may be effected without registration of such Restricted
             Securities under the Securities Act and under other applicable
             securities laws.

         2.  If the holder of the Restricted Securities delivers to the Company
             the information required in Section VI.B.1 above (including without
             limitation an opinion of counsel that subsequent transfers of such
             Restricted Securities will not require registration or
             qualification under the Securities Act or under other applicable
             securities law), the Company will or will cause the transfer agent
             for such Restricted Securities promptly after notice of such
             contemplated transfer to deliver new certificates for such
             Restricted Securities that do not bear that section of the
             restrictive legend set forth in Section VI.A above imposed by the
             Securities Act and under other applicable securities laws of any
             other jurisdictions. If the foregoing conditions entitling the
             holder to effect a proposed transfer of such Restricted Securities
             without registration under the Securities Act and under other
             applicable securities laws have not been satisfied, Investor shall
             not transfer the Restricted Securities, and the Company will cause
             the transfer agent not to transfer such Restricted Securities on
             its books or issue any certificates representing such Restricted
             Securities. Any
<PAGE>

             purported transfer of Restricted Securities not in accordance with
             applicable securities laws shall be void.

         3.  The restrictions imposed by this Agreement with respect to the
             Securities Act and under other applicable securities laws of any
             other jurisdictions upon the transferability of any particular
             shares of Restricted Securities shall cease and terminate when such
             shares of Restricted Securities have been sold pursuant to an
             effective registration statement under the Securities Act or under
             other applicable securities laws or transferred pursuant to Rule
             144 promulgated under the Securities Act.

         4.  As used in this Agreement, the term "transfer" encompasses any
             sale, transfer, pledge or other disposition of any Common Stock
             referred to herein.

VII. Miscellaneous.
     -------------

     A.  Survival of Representations, Warranties and Covenants. The
         -----------------------------------------------------
         representations, warranties and covenants of the parties contained in
         this Agreement and in any document delivered or to be delivered
         pursuant to this Agreement and in connection with the Closings
         hereunder shall survive such Closings. The parties have made no
         representations or warranties other than those that are expressly set
         forth in this Agreement.

     B.  Entire Agreement. This Agreement (including Exhibits hereto) and the
         ----------------
         Warrants to which the parties hereto are parties, constitute the entire
         agreement between the parties hereto and supersede all prior agreements
         and understandings, oral and written, between the parties hereto with
         respect to the subject matter hereof.

     C.  Severability. Any provision of this Agreement that is prohibited,
         ------------
         unenforceable or not authorized in any jurisdiction shall, as to such
         jurisdiction, be ineffective to the extent of such prohibition,
         unenforceability or lack of authorization without invalidating the
         remaining provisions hereof or affecting the validity, unenforceability
         or legality of such provision in any other jurisdiction.

     D.  Binding Effect; Benefit. This Agreement shall inure to the benefit of
         -----------------------
         and be binding upon the parties hereto, and their respective
         successors, legal representatives and permitted assigns. Nothing in
         this Agreement, express or implied, is intended to confer on any person
         other than the parties hereto, and their respective successors, legal
         representatives and permitted assigns, any rights, remedies,
         obligations or liabilities under or by reason of this Agreement.
<PAGE>

     E.  Amendment Waiver. No provision of this Agreement may be amended,
         ----------------
         waived or otherwise modified except by an instrument in writing
         executed by the parties hereto.

     F.  Expenses. Each party shall pay its own fees and expenses, including
         --------
         attorney's fees, incurred in connection with this Agreement and the
         other agreements and transactions contemplated hereby.

     G.  Assignments. Neither party can assign this Agreement without the prior
         -----------
         written consent of the other.

     H.  Headings. The Articles and Section headings contained in this
         --------
         Agreement are for convenience only and shall not affect the meaning or
         interpretation of this Agreement.

     I.  Counterparts. This Agreement may be executed in any number of
         ------------
         counterparts, each of which shall be deemed to be an original and all
         of which together shall be deemed to be one and the same instrument.

     J.  Applicable Law. This Agreement shall be governed by, and construed in
         --------------
         accordance with, the laws of the State of Oregon without giving effect
         to the principles of conflicts of laws thereof. The courts residing in
         the State of Oregon shall have exclusive jurisdiction over any dispute
         arising out of or related to this Agreement, or the purchase of the
         Shares, Warrants or Warrant Shares.

     K.  Remedies. The remedies provided in this Agreement are cumulative and
         --------
         not exclusive of any remedies provided by law.

     L.  Notices and Payment.
         --------------------

         1.  All notices, requests, demands and other communications hereunder
             shall be in writing and, except to the extent otherwise provided in
             this Agreement, shall be deemed to have been duly given if
             delivered by same day or next day courier or mailed, registered
             mail, return receipt requested, or transmitted by telegram, telex
             or facsimile.

         if to the Investor:
<PAGE>

          with a copy to:



          if to the Company:

               OXIS International, Inc.
               6040 N Cutter Circle
               Suite 317
          `    Portland, OR  97217
               FAX:   503.283.4058
               PHONE: 503.283.3911

               If a notice hereunder is sent by next-day courier it shall be
               deemed to have been given the day following sending and, if by
               registered mail, five business days following sending and if sent
               by facsimile, when receipt is acknowledged by recipient's
               facsimile machine operator.

          2.   Unless otherwise provided in this Agreement, payments hereunder
               shall be made by wire transfer of immediately available funds.
<PAGE>

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


                                   OXIS International, Inc
                                   a Delaware corporation

                                   By_________________________________
                                   Name:
                                   Title:


                                   INVESTOR:

                                   ____________________________________
                                   (Print Name)

                                   By_________________________________
                                   Name:
                                   Title: