**Exhibit
      10.24**




**EXECUTIVE
      EMPLOYMENT AGREEMENT**




This
      Executive Employment Agreement (“Agreement”), dated December 6, 2005, is between
      OXIS International, Inc., a Delaware corporation (the “Company”), Bio Check,
      Inc., a California corporation (“Bio Check”) and John Chen, an individual
      residing in California (“Executive”).




**1.** **POSITION
      AND RESPONSIBILITIES**




**a.**  **Position.** Executive shall be employed as President of Company’s majority-owned subsidiary,
      Bio Check. Executive shall perform such duties and responsibilities as are
      normally related to the position of President and any additional duties now
      or
      hereafter reasonably assigned to Executive. At all times during which the
      Company owns less than all of the issued and outstanding capital stock of Bio
      Check, Executive shall report to the Board of Directors of Bio Check. On and
      after the time the Company owns all of the issued and outstanding capital stock
      of Bio Check (the “Complete Ownership Date”), Executive shall report to the
      Chief Executive Officer of the Company. Executive shall abide by the rules,
      regulations, and practices as adopted or modified from time to time by the
      Board
      of Directors of Bio Check. Executive shall also be appointed as a member of
      the
      Board of Directors of Bio Check and, provided that Executive is serving as
      Bio
      Check’s President, the Board of Directors of Bio Check shall nominate and
      recommend a vote for Executive in connection with any election of the Board
      of
      Directors.




**b.**  **Other
      Activities.** Executive covenants and agrees to devote not less than ninety percent (90%)
      of
      his business time and efforts to the primary business of Bio Check. The parties
      acknowledge that Executive will, consistent with the terms of this Agreement,
      be
      providing services to Evernew Biotech, Inc. that involves less than ten
      percent (10%) of his business time and efforts. Except as otherwise
      contemplated by this Agreement, Executive will not, during the term of this
      Agreement, (i) accept any other employment, or (ii) engage, directly
      or indirectly, in any other business activity (whether or not pursued for
      pecuniary advantage) that might interfere with Executive’s duties and
      responsibilities hereunder or create a conflict of interest with the Company,
      Bio Check or their affiliates. Subject to the time and efforts limitation of
      this Section 1(b), providing business development support to Evernew Biotech,
      Inc. to build and maintain relationships with its customers and investors shall
      not be deemed to be a violation of this Section 1(b), so long as (i) within
      six months from the date hereof, the Executive is no longer affiliated as an
      executive officer or director of Evernew Biotech, Inc., and (ii) Executive
      (together with his family members) no longer holds any shares of Evernew
      Biotech, Inc., within six months from the date that a principal product or
      service of Evernew Biotech, Inc. competes with a principal product or service
      of
      the Company, as reasonably determined by the Company.




**c.**  **No
      Conflict.** Executive
      represents and warrants that Executive’s execution of this Agreement,
      Executive’s employment hereunder, and the performance of Executive’s proposed
      duties under this Agreement shall not violate any obligations Executive may
      have
      to any other employer, person or entity, including any obligations with respect
      to proprietary or confidential information of any other person or entity.




**2.** **COMPENSATION
      AND BENEFITS**




**a.**  **Base
      Salary.** In
      consideration of the services to be rendered under this Agreement, Bio Check
      shall pay Executive a salary at the rate of Two Hundred Forty Thousand Dollars
      ($240,000) per year (“Base Salary”). The Base Salary shall be paid in accordance
      with Bio Check’s regularly established payroll practice. Executive’s Base Salary
      will be reviewed from time to time by the Board of Directors of Bio Check in
      accordance with the established procedures for adjusting salaries and may be
      adjusted in the sole discretion of the Board of Directors; provided however,
      Executive’s salary shall not be reduced without the consent of
      Executive.







**b.**  **Stock
      Options.** The
      Board
      of Directors of the Company has approved the grant to Executive of an option
      to
      purchase 500,000 shares of the common stock of the Company (the “Initial
      Options”) at an exercise price equal to the fair market value of the Company’s
      common stock as of the date of grant pursuant to the form of Notice of Stock
      Option Award and Stock Option Agreement appended hereto as Exhibit
      A .
      If the
      Company consummates the purchase of all of the outstanding shares of Bio Check
      pursuant to that Stock Purchase Agreement between the Company, Bio Check and
      the
      stockholders of Bio Check dated September 19, 2005, as amended on November
      18, 2005 and December 6, 2005 (“Stock Purchase Agreement”), Executive will be
      eligible for an additional grant of options equal to 250,000 shares of the
      common stock of the Company (as adjusted for stock splits, dividends,
      combinations or other recapitalizations) at the conclusion of each of the twelve
      (12) month and twenty-four (24) month periods following the date hereof
      (collectively, “Additional Options”) (the Initial Options and the Additional
      Options, collectively, the “Options”), so long as at the conclusion of the
      applicable twelve (12) month and twenty-four (24) month period, Bio Check’s net
      sales for the then most recently completed fiscal year exceed the net sales
      of
      the fiscal year which immediately precedes such most recently completed fiscal
      year (“Net Sales Goals”). If Bio Check fails to meet or exceed the Net Sales
      Goal at the conclusion of the initial twelve (12) month period following the
      date hereof, Executive shall nevertheless be eligible to receive the Additional
      Options allocated for the initial twelve (12) month period following the date
      hereof, if at the end of the twenty-four (24) month period following the date
      hereof, the Company exceeds its overall Net Sales Goal for the overall
      twenty-four (24) month period. Executive’s eligibility to receive each of the
      Options is conditioned upon Executive’s signing of the Company’s form of Stock
      Option Agreement as attached hereto as Exhibit
      A and is
      subject to its terms and the terms of the Company’s 2003 Stock Incentive Plan
      under which such Options are granted and other applicable law. All Additional
      Options to be granted hereunder shall have an exercise price equal to the fair
      market value of the Company’s common stock on the date of grant. All Options and
      accompanying grants of restricted stock, if any, shall be subject to vesting
      at
      a rate of 25% per annum subject to continued employment, and all options shall
      be exercisable for ten (10) years from the date of grant. Executive shall have
      a
      period of twelve (12) months following any termination of employment by the
      Company or Bio Check to exercise vested options.




**c.**  **Performance
      Bonus.** Each
      fiscal year, Executive shall also be eligible upon achieving annual performance
      goals (which prior to the Complete Ownership Date shall be established by Bio
      Check’s Board of Directors and on and after the Complete Ownership Date shall be
      established by the Company’s Board of Directors), to earn a target bonus (which
      prior to the Complete Ownership Date shall be set in advance by Bio Check’s
      Board of Directors in its sole discretion and on and after the Complete
      Ownership Date shall be set in advance by the Company’s Board of Directors in
      its sole discretion). If Executive’s employment with Bio Check or the Company is
      terminated, for any reason, prior to the conclusion of a fiscal year, he shall
      not be eligible to earn a performance bonus for such year.




**d.**  **Benefits.** Executive shall be eligible to participate in the benefits made generally
      available by Bio Check to senior executives, in accordance with the benefit
      plans established by Bio Check, and as may be amended from time to time in
      the
      sole discretion of the Bio Check Board of Directors.




2


**e.**  **Expenses.** Bio
      Check shall reimburse Executive for reasonable business expenses incurred in
      the
      performance of Executive’s duties hereunder in accordance with the Bio Check’s
      expense reimbursement guidelines.




**f.**  **Indemnification.** Bio
      Check agrees to defend and indemnify Executive against any liability that
      Executive incurs within the scope of his employment with Bio Check to the
      fullest extent permitted by Bio Check’s articles and by-laws and applicable
      law.




**3.** **AT-WILL
      EMPLOYMENT; TERMINATION BY BIO CHECK**




**a.**  **At-Will
      Termination by**  **Company.** Subject
      to the provisions of Section 3(c), the employment of Executive shall be
“at-will” at all times. Subject to the provisions of Section 3(c), Bio Check may
      terminate Executive’s employment with Bio Check at any time, without any advance
      notice, for any reason or no reason at all, notwithstanding anything to the
      contrary contained in or arising from any statements, policies or practices
      of
      Bio Check relating to the employment, discipline or termination of its
      employees. Upon and after such termination, all obligations of the Company
      and
      Bio Check under this Agreement shall cease, unless Executive’s employment is
      terminated without Cause or Executive terminates his employment for Good Reason,
      in which case Bio Check shall provide Executive with the severance benefits
      described in Section 3.b below.




**b.**  **Severance.** Except
      in situations where the employment of Executive is terminated for Cause, By
      Death or By Disability (as defined below), in the event that Bio Check
      terminates the employment of Executive at any time, or if Executive terminates
      his employment at any time for Good Reason, Executive will be eligible to
      receive an amount equal to twelve (12) months of the then-current Base Salary
      of
      the Executive payable in the form of salary continuation (“Severance”).
      Executive’s eligibility for Severance is conditioned on Executive having first
      signed a release agreement in a form attached hereto as Exhibit
      B .
      Executive shall not be entitled to any Severance payments if Executive’s
      employment is terminated for Cause, By Death or By Disability, or if Executive’s
      employment is terminated by Executive for any reason, except for Good
      Reason.




**c.**  **Limitation** .
      Notwithstanding the provisions of Section 3(a), Bio Check may not terminate
      this
      Agreement or Executive’s employment with Bio Check prior to the Complete
      Ownership Date without the unanimous consent of all of the members of the Board
      of Directors of Bio Check then in office, provided that the foregoing unanimous
      consent shall not be required for a termination for Cause, By Death or By
      Disability.




**4.** **OTHER
      TERMINATIONS BY BIO CHECK**




**a.**  **Termination
      for Cause.** For
      purposes of this Agreement, for “Cause” shall mean: (i) Executive commits a
      crime involving dishonesty, breach of trust, or physical harm to any person;
      (ii) Executive willfully engages in conduct that is in bad faith and materially
      injurious to Bio Check or the Company, including but not limited to,
      misappropriation of trade secrets, fraud or embezzlement; (iii) Executive
      commits a material breach of this Agreement or the Shareholders Agreement
      between Bio Check, the Company and the Company’s shareholders of even date
      herewith, which breach is not cured within twenty (20) days after written notice
      to Executive from Bio Check or the Company; (iv) Executive willfully refuses
      to
      implement or follow a reasonable and lawful policy or directive of the Board
      of
      Directors of Bio Check, which breach is not cured within twenty (20) days after
      written notice to Executive from Bio Check; or (v) Executive engages in
      misfeasance or malfeasance demonstrated by a pattern of failure to perform
      job
      duties diligently and professionally. Bio Check may terminate Executive’s
      employment for Cause at any time, without any advance notice. Bio Check shall
      pay to Executive all compensation to which Executive is entitled up through
      the
      date of termination, subject to any other rights or remedies of Bio Check or
      Company under law; and thereafter all obligations of the Company and Bio Check
      under this Agreement shall cease.




3


**b.**  **By
      Death.** Executive’s employment shall terminate automatically upon Executive’s death. Bio
      Check shall pay to Executive’s beneficiaries or estate, as appropriate, any
      compensation then due and owing. Thereafter, all obligations of the Company
      and
      Bio Check under this Agreement shall cease. Nothing in this Section shall affect
      any entitlement of Executive’s heirs or devisees to the benefits of any life
      insurance plan or other applicable benefits.




**c.**  **By
      Disability.** If
      Executive becomes eligible for Bio Check’s long term disability benefits, or if
      Executive is unable to carry out the responsibilities and functions of the
      position held by Executive by reason of any physical or mental impairment for
      more than ninety (90) consecutive days or more than one hundred twenty (120)
      days in any twelve-month period, then, to the extent permitted by law, Bio
      Check
      may terminate Executive’s employment. Bio Check shall pay to Executive all
      compensation to which Executive is entitled up through the date of termination,
      and thereafter all obligations of the Company and Bio Check under this Agreement
      shall cease. Nothing in this Section shall affect Executive’s rights under any
      disability plan in which Executive is a participant.




**5.** **TERMINATION
      BY EXECUTIVE**




**a.**  **At-Will
      Termination by Executive.** Executive may terminate employment with Bio Check at any time for any reason
      or
      no reason at all, upon four (4) weeks’ advance written notice. During such
      notice period Executive shall continue to diligently perform all of Executive’s
      duties hereunder. Bio Check shall have the option, in its sole discretion,
      to
      make Executive’s termination effective at any time prior to the end of such
      notice period as long as Bio Check pays Executive all compensation to which
      Executive is entitled up through the last day of the four (4) week notice
      period. Thereafter all obligations of the Company and Bio Check shall
      cease.




**b.**  **Termination
      for Good Reason.** Executive’s termination shall be for “Good Reason” if Executive provides written
      notice to Bio Check and the Company of the Good Reason within thirty (30) days
      of the event constituting Good Reason and provides Bio Check and the Company
      with a period of twenty (20) days to cure the event constituting Good Reason
      and
      the Company or Bio Check fails to cure the Good Reason within that period.
      For
      purposes of this Agreement, “Good Reason” shall mean any of the following events
      if the event is effected by the Company or Bio Check without the written consent
      of Executive: (A) a change in Executive’s position, duties or
      responsibilities with Bio Check which materially reduces Executive's level
      of
      responsibility, duties or authority or Executive’s reporting relationship,
      except for any reduction for Cause or any reasonable reduction or change
      following a Change of Control (defined below) caused by the transition of the
      Company or Bio Check from a separate company to a division or other unit within
      another company; (B) a reduction in Executive’s Base Salary, except for
      reductions that Executive has consented to; (C) a relocation of Executive’s
      principal place of employment by more than fifteen (15) miles from the city
      limits of Hillsborough, California or beyond the counties of San Francisco,
      San
      Mateo or Santa Clara; or (D) a material breach of this Agreement or the
      Shareholders Agreement between Bio Check, the Company and the Company’s
      shareholders of even date herewith. In such event, Executive may terminate
      his
      employment for Good Reason, in which case Executive will be eligible to receive
      the Severance payments provided for in Section 3.b. Executive’s eligibility for
      Severance is conditioned on Executive having first signed a release agreement
      in
      a form attached hereto as Exhibit
      B .
      Thereafter, all obligations of the Company and Bio Check or their respective
      successors under this Agreement shall cease.




4




**6.** **CHANGE
      OF CONTROL**




**a.**  **Change
      of Control.** For
      purposes of this Agreement, “Change of Control” shall mean (i) a change in
      ownership or control of the Company or Bio Check effected through a merger,
      consolidation or acquisition by any person or related group of persons (other
      than an acquisition by the Company, or by a person or persons that directly
      or
      indirectly controls, is controlled by, or is under common control with, the
      Company, or by existing stockholders of the Company) of beneficial ownership
      (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of
      securities possessing more than fifty percent (50%) of the total combined voting
      power of the outstanding securities of the Company or Bio Check or (ii) the
      sale
      or exchange of all or substantially all of the Company’s or Bio Check’s assets
      where the shareholders of the Company or Bio Check immediately before such
      sale
      or exchange do not obtain or retain, directly or indirectly, at least a majority
      of the total combined voting power or the beneficial interest in the voting
      stock or other voting equity of the entity acquiring the Company’s or Bio
      Check’s assets.




**b.**  **Severance.** Except
      in situations where the employment of Executive is terminated for Cause, By
      Death or By Disability, in the event that the Company or Bio Check (or their
      respective successors) terminate the employment of Executive, or if Executive
      terminates his employment for Good Reason, either within one (1) month prior
      to,
      in conjunction with, or within twelve (12) months following a Change of Control,
      Executive will be eligible to receive all amounts described in Section 3.b
      as
      Severance and immediate vesting of any unvested portion of all stock options
      and
      restricted stock granted to Executive so that the options and restricted stock
      will be 100% vested effective on the termination date (“Change of Control
      Severance”). Executive’s eligibility for Change of Control Severance is
      conditioned on Executive having first signed a release agreement in a form
      attached hereto as Exhibit
      B .
      Executive shall not be entitled to any Change of Control Severance payments
      if
      Executive’s employment is terminated for Cause, By Death or By Disability, or if
      Executive’s employment is terminated by Executive for any reason other than Good
      Reason.




**7.** **TERMINATION
      OBLIGATIONS**




**a.**  **Return
      of Property.** Executive agrees that all property (including without limitation all equipment,
      tangible proprietary information, documents, records, notes, contracts and
      computer-generated materials) furnished to or created or prepared by Executive
      incident to Executive’s employment belongs to the Company or Bio Check and shall
      be promptly returned to the Company or Bio Check upon termination of Executive’s
      employment.




**b.**  **Resignation
      and Cooperation.** Upon
      termination of Executive’s employment, Executive shall be deemed to have
      resigned from all offices and directorships then held with the Company or Bio
      Check, unless otherwise agreed with the Board of Directors of Bio Check or
      the
      Company, as applicable. Following any termination of employment, Executive
      shall
      cooperate with the Company and Bio Check in the winding up of pending work
      on
      behalf of the Company and Bio Check and the orderly transfer of work to other
      employees. Executive shall also cooperate with the Company and Bio Check in
      the
      defense of any action brought by any third party against Bio Check or the
      Company that relates to Executive’s employment by the Bio Check or the
      Company.




**c.**  **Continuing
      Obligations.** Executive, the Company and Bio Check understand and agree that the obligations
      under Sections 2(e), 2(f), 3 through 20, inclusive (including Exhibits
      A , B and C )
      shall
      survive the termination of Executive’s employment for any reason and the
      termination of this Agreement.




5




**8.** **INVENTIONS
      AND PROPRIETARY INFORMATION; PROHIBITION ON THIRD PARTY
      INFORMATION**




**a.**  **Proprietary
      Information Agreement.** Executive agrees to sign and be bound by the terms of the Employee Proprietary
      Information and Inventions Agreement, which is attached as Exhibit
      C (“Proprietary Information Agreement”).




**b.**  **Non-Solicitation.** Executive
      acknowledges that because of Executive’s position in Bio Check, Executive will
      have access to material intellectual property and confidential information.
      During the term of Executive’s employment and for one (1) year thereafter,
      Executive shall not breach the non-solicitation terms of the Proprietary
      Information Agreement.




**c.**  **Non-Disclosure
      of Third Party Information.** Executive
      represents and warrants and covenants that Executive shall not disclose to
      the
      Company or Bio Check, or use, or induce the Company or Bio Check to use, any
      proprietary information or trade secrets of others at any time, including but
      not limited to any proprietary information or trade secrets of any former
      employer, if any; and Executive acknowledges and agrees that any violation
      of
      this provision shall be grounds for Executive’s immediate termination and could
      subject Executive to substantial civil liabilities and criminal penalties.
      Executive further specifically and expressly acknowledges that no officer or
      other employee or representative of the Company or Bio Check has requested
      or
      instructed Executive to disclose or use any such third party proprietary
      information or trade secrets.




**9.** **AMENDMENTS;
      WAIVERS; REMEDIES**




This
      Agreement may not be amended or waived except by a writing signed by Executive
      and by a duly authorized representative of the Company and Bio Check other
      than
      Executive. Failure to exercise any right under this Agreement shall not
      constitute a waiver of such right. Any waiver of any breach of this Agreement
      shall not operate as a waiver of any subsequent breaches. All rights or remedies
      specified for a party herein shall be cumulative and in addition to all other
      rights and remedies of the party hereunder or under applicable law.




**10.** **ASSIGNMENT;
      BINDING EFFECT**




**a.**  **Assignment.** The
      performance of Executive is personal hereunder, and Executive agrees that
      Executive shall have no right to assign and shall not assign or purport to
      assign any rights or obligations under this Agreement. This Agreement may be
      assigned or transferred by the Company or Bio Check in connection with; the
      consolidation, merger or sale of the Company or Bio Check or a sale of any
      or
      all or substantially all of their respective assets.




**b.**  **Binding
      Effect.** Subject
      to the foregoing restriction on assignment by Executive, this Agreement shall
      inure to the benefit of and be binding upon each of the parties; the affiliates,
      officers, directors, agents, successors and assigns of the Company and/or Bio
      Check; and the heirs, devisees, spouses, legal representatives and successors
      of
      Executive.




**11.** **ENFORCEMENT**




**a.**  **Arbitration.** All
      disputes between Executive (and his attorneys, successors, and assigns) and
      the
      Company and Bio Check (and their respective affiliates, shareholders, directors,
      officers, employees, members, agents, successors, attorneys, and assigns)
      relating in any manner whatsoever to this Agreement or the employment or
      termination of Executive, including, without limitation, claims for breach
      of
      contract (express or implied), tort of any kind, employment discrimination
      (including harassment) as well as all claims based on any federal, state, or
      local law, statute, or regulation (“Arbitrable Claims”), shall be resolved by
      arbitration. All persons and entities specified in the preceding sentence (other
      than the Company, Bio Check and Executive) shall be considered third-party
      beneficiaries of the rights and obligations created by this Section on
      Arbitration. Arbitrable Claims shall include, but are not limited to, claims
      under Title VII, Age Discrimination in Employment Act, Americans with
      Disabilities Act and the California Fair Employment Housing Act. However, claims
      under applicable workers’ compensation law, unemployment insurance law and the
      National Labor Relations Act shall not be subject to arbitration.




6




THE
      PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO
      ARBITRABLE CLAIMS, INCLUDING WITHOUT LIMITATION ANY RIGHT TO TRIAL BY JURY
      AS TO
      THE MAKING, EXISTENCE, VALIDITY, OR ENFORCEABILITY OF THE AGREEMENT TO
      ARBITRATE.




**b.**  **Arbitration
      Procedure.** The
      arbitration of Arbitrable Claims will be before a single neutral arbitrator
      licensed to practice law in the state of California and will be in accordance
      with the National Rules for the Resolution of Employment Disputes of the
      American Arbitration Association, as augmented by this Agreement and shall
      take
      place in San Mateo County, California, unless otherwise agreed by the parties.
      The arbitrator shall apply the same substantive law, the same limitation periods
      and the same remedies, that would apply if the claims were brought in a court.
      The arbitrator shall prepare a written decision containing the essential
      findings and conclusions on which the award is based. Each party will pay their
      own attorneys’ fees and legal costs. Bio Check shall pay the arbitrator’s fees
      and all arbitration forum costs **.** Either
      party may bring an action in court to compel arbitration under this Agreement,
      to enforce an arbitration award or to obtain temporary injunctive relief pending
      a judgment based on the arbitration award. Otherwise, neither party shall
      initiate or prosecute any lawsuit or administrative action in any way related
      to
      any Arbitrable Claim. If any court or arbitrator finds that any term makes
      this
      Agreement unenforceable for any reason, the court or arbitrator shall have
      the
      power to modify such term (or if necessary delete such term) to the minimum
      extent necessary to make this Agreement enforceable to the fullest extent
      permitted by law.




**c.**  **Attorneys’
      Fees.** The
      prevailing party in any action to enforce the terms of this Agreement or
      otherwise to determine the rights and obligations of the parties shall be
      entitled to recover reasonable attorneys’ fees and legal costs as determined by
      the court or arbitrator in any such action.




**12.** **NOTICES**




All
      notices or other communications required or permitted hereunder shall be made
      in
      writing and shall be deemed to have been duly given if delivered: (a) by hand;
      (b) by
      a
      nationally recognized overnight courier service; or (c) by United States first
      class registered or certified mail, return receipt requested ,
      to the
      principal address of the other party, as set forth below. The date of notice
      shall be deemed to be the earlier of (i) actual receipt of notice by any
      permitted means, or (ii) five business days following dispatch by overnight
      delivery service or the United States Mail. Executive shall be obligated to
      notify the Company and Bio Check in writing of any change in Executive’s
      address. Notice of change of address shall be effective only when done in
      accordance with this paragraph.




7


Company’s
      Notice Address:





OXIS
      International, Inc.


6040
      N.
      Cutter Circle, Suite 317


Portland,
      Oregon 97217-3935


Attention:
      Chief Executive Officer




Bio
      Check’s Notice Address:




c/o
      OXIS
      International, Inc.


323
      Vintage Park Dr., Suite B


Foster
      City, CA 94404


Attention:
      Chief Executive Officer




Executive’s
      Notice Address:




784
      Vespucci Lane


Foster
      City, CA 94404




**13.** **SEVERABILITY**




If
      any
      provision of this Agreement shall be held by a court to be invalid,
      unenforceable, or void, such provision shall be enforced to the fullest extent
      permitted by law, and the remainder of this Agreement shall remain in full
      force
      and effect. In the event that the time period or scope of any provision is
      declared by a court or arbitrator of competent jurisdiction to exceed the
      maximum time period or scope that such court or arbitrator deems enforceable,
      then such court or arbitrator shall reduce the time period or scope to the
      maximum time period or scope permitted by law.




**14.** **TAXES**




All
      amounts paid under this Agreement (including without limitation Base Salary,
      bonuses and Severance) shall be paid less all applicable state and federal
      tax
      withholdings and any other withholdings required by any applicable
      jurisdiction.




**15.** **GOVERNING
      LAW**




This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California. Except as provided in Section 11, any action or proceeding
      seeking to enforce any provisions of, or based on any right arising out of,
      this
      Agreement may be brought against any of the parties only in the courts of the
      State of California, County of San Mateo. Each of the parties consents to the
      exclusive jurisdiction of such courts (and the appropriate appellate courts)
      in
      any such action or proceeding and waives any objection to venue laid therein.
      Process in any action or proceeding referred to in the preceding sentence may
      be
      served on any party anywhere in the world.




**16.** **INTERPRETATION**




This
      Agreement shall be construed as a whole, according to its fair meaning, and
      not
      in favor of or against any party. Sections and section headings contained in
      this Agreement are for reference purposes only, and shall not affect in any
      manner the meaning or interpretation of this Agreement. Whenever the context
      requires, references to the singular shall include the plural and the plural
      the
      singular.




8


**17.** **COUNTERPARTS**




This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original of this Agreement, but all of which together shall constitute
      one and the same instrument.




**18.** **AUTHORITY**




Each
      party represents and warrants that such party has
      the
      right, power and authority to enter into and execute this Agreement and to
      perform and discharge all of the obligations hereunder; and that this Agreement
      constitutes the valid and legally binding agreement and obligation of such
      party
      and is enforceable in accordance with its terms.




**19.** **ENTIRE
      AGREEMENT**




This
      Agreement is intended to be the final, complete, and exclusive statement of
      the
      terms of Executive’s employment by Bio Check and may not be contradicted by
      evidence of any prior or contemporaneous statements or agreements, except for
      agreements specifically referenced herein (including Exhibits A, B and C).
      To
      the extent that the practices, policies or procedures of Bio Check, now or
      in
      the future, apply to Executive and are inconsistent with the terms of this
      Agreement, the provisions of this Agreement shall control. Any subsequent change
      in Executive’s duties, position, or compensation will not affect the validity or
      scope of this Agreement.




**20.** **EXECUTIVE
      ACKNOWLEDGEMENT**




**EXECUTIVE
      ACKNOWLEDGES THAT EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL
      CONCERNING THIS AGREEMENT, THAT EXECUTIVE HAS READ AND UNDERSTANDS THE
      AGREEMENT, THAT EXECUTIVE IS FULLY AWARE OF ITS LEGAL EFFECT, AND THAT EXECUTIVE
      HAS ENTERED INTO IT FREELY BASED ON EXECUTIVE’S OWN JUDGMENT AND NOT ON ANY
      REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS
      AGREEMENT.**




9


**In
      Witness Whereof** ,
      the
      parties have duly executed this Agreement as of the date first written above.




**BIO
                CHECK, INC.**
            **JOHN
                CHEN**By:
            /s/
                John Chen
            By:
            /s/
                John
                ChenName:
            John
                Chen
            Name:
            John
                ChenTitle:
            President












**OXIS
                INTERNATIONAL, INC.**By:
            /s/
                Steve T. GuillenName:
            Steven
                T. GuillenTitle:
            Chief
                Executive Officer










10