Guillen Settlement Agreeement


     

    Exhibit
      10.43

    CONFIDENTIAL
      SETTLEMENT AGREEMENT

     

    This
      Confidential
      Settlement Agreement
      (the
“Agreement”) is made effective as of the 12thst day of February, 2007, by and
      between OXIS International, Inc. (“OXIS”) and Steven T. Guillen (“Guillen”). The
      Agreement is based upon the following recitals of fact, which are hereby
      incorporated into this Agreement by reference:

     

    A. Guillen
      has been employed by OXIS as President and Chief Executive Officer pursuant
      to a
      written Employment Agreement dated February 28, 2005 ("Employment
      Agreement");

     

    B. Pursuant
      to the terms of the Employment Agreement, Guillen was issued Stock Options
      under
      the OXIS 2003 Stock Incentive Plan for 600,000 shares of Rule 144 Common Stock
      of OXIS (the "Stock Options") of which 300,000 were unvested at the time of
      his
      termination by OXIS. In addition, in December of 2005 Guillen was issued
      additional options, (“Bonus Options”), of which options 300,000 were unvested at
      the time of his termination by OXIS;

     

    C. Guillen’s
      employment with OXIS was terminated on September 15, 2006;

     

    D. On
      or
      about October 16, 2006, Guillen filed a complaint against OXIS in the Superior
      Court of the State of California, County of San Mateo, Case No. CW 458335,
      alleging claims for breach of contract, breach of the covenant of good faith
      and
      fair dealing, violation of Labor Code section 203 and wrongful termination,
      which complaint was not been served (the “Complaint”);

     

    E. On
      or
      about December 5, 2006, OXIS and Guillen agreed in principle to a settlement
      which was executed by Guillen but not by OXIS, and which was only partially
      performed by OXIS. The parties disagree whether this partially executed and
      performed agreement is enforceable; 

     

    F. OXIS
      and
      Guillen have agreed enter into this Confidential Settlement Agreement as
      provided herein
      in order
      to effect a full and final adjustment of all their rights, duties, interests
      and
      claims, if any, arising out of the Employment Agreement, the Stock Options,
      the
      Bonus Options, and their partially executed prior settlement.. Additionally,
      the
      parties will retain certain indemnifications and releases, all as provided
      below, which may exist now or in the future, be had on the terms and conditions
      set forth herein. 

     

    NOW,
      THEREFORE, IN CONSIDERATION OF THE PROMISES AND COVENANTS SET FORTH BELOW,
      THE
      PARTIES MUTUALLY AGREE AS FOLLOWS:

     

    1. Payment
      of Separation Benefit.

     

    (a) Following
      the execution of this Agreement, OXIS will pay Guillen the sum of Two Hundred
      Fifty Thousand Dollars ($250,000) in monthly installments of Ten Thousand
      Dollars ($10,000) each by automatic bank deposit, subject to standard payroll
      deductions and withholdings (the "Separation Benefit"). The first such
      installment covering the period February 15, 2007 through March 15, 2007 shall
      be made upon execution of this Agreement. Thereafter each monthly installment
      shall be paid by direct deposit no later than the 17th
      day of
      each month, commencing March 17.

     

    (b) Upon
      execution of this Agreement and expiration of the execution and revocation
      period set forth in Section 19 hereof, all of the Stock Options and Bonus
      Options will immediately vest and any portion of the Stock Options and Bonus
      Options that have not been registered will carry piggyback registration rights
      subject to the restrictions set forth as part of the debenture financing that
      closed on October 25, 2006.

     

    (c) Following
      the execution of this Agreement and expiration of the execution and revocation
      period set forth in Section 19 hereof, Guillen will be able to exercise the
      Stock Options and Bonus Options until the later of either the fifth
      (5th)
      anniversary of the date the Compensation Committee initially approved the Stock
      Options and Bonus Options, respectively, or February 15, 2010.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    (d) As
      part
      of the Separation Benefit, OXIS shall pay Guillen’s health insurance premiums
      under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA")
      or
      its California equivalent for employers with 20 or fewer employees
      (“Cal-COBRA”), on the same basis as these benefits were paid prior to Guillen’s
      termination (a maximum of $800 per month with Guillen paying the same portion
      of
      the benefits as he did during his employment), during 12-month period commencing
      on Guillen’s date of termination specified above, such payments to be terminated
      in the event Guillen obtains new health insurance through new employment or
      otherwise becomes ineligible to receive such benefits. Thereafter, Guillen
      must
      pay for whatever group health plan continuation coverage Guillen elects and
      to
      which Guillen and his dependants are entitled pursuant to COBRA or Cal-COBRA.
      The “qualifying event” with respect to Guillen's COBRA or Cal-COBRA rights shall
      be the termination of employment on the date specified above. The unpaid health
      insurance premiums for the period September 15, 2006 to March 15, 2007 in the
      maximum total amount of $4800, shall be paid at the time of execution of this
      Agreement. 

     

    (e) In
      event
      that OXIS obtains additional financing in the amount of $1 million or more
      after
      February 12, 2007, whether in one transaction or multiple transactions and
      whether in the form of debt or equity, or in the event of a change in control
      as
      defined in the Employment Agreement, then no later than 10 days thereafter,
      OXIS
      shall pay Guillen an amount equal to $10,833.33 multiplied by the number of
      months that he has been paid $10,000 toward the Separation Benefit (the “First
      Catch-Up Payment”), and thereafter will be paid $20,833.33 per month, provided
      that the total Separation Benefit, including any Catch-Up Payment shall not
      exceed $250,000. In the event that the total additional financing received
      after
      February 12, 2007 reaches $2 million or more, then no later than 10 days
      thereafter, OXIS shall pay Guillen up to an additional $104,166.65 (the “Second
      Catch-Up Payment” representing amounts which might have been paid on the
      Separation Benefit prior to the execution of this Agreement), provided that
      in
      no event shall the total amount of monthly payments toward the Separation
      Benefit and the First and Second Catch-Up Payments exceed the $250,000 total
      amount due as Separation Benefit pursuant to Paragraph 1(a). 

     

    (f) Although
      not part of the consideration for this Agreement, Guillen was entitled to
      receive certain additional sums from OXIS. Specifically, Guillen was entitled
      to
      receive payment of the interest and principal on the Promissory Note dated
      March
      10, 2006 between Guillen and OXIS. In addition, Guillen also received pay for
      any unused vacation time through the date of his termination, and was fully
      paid
      for any and all expenses incurred on behalf of OXIS, as well as any unpaid
      salary accrued prior to the close of business on September 15, 2006, along
      with
      interest and penalties pursuant to Labor Code section 203. These sums were
      paid
      on or before November 2, 2006. In addition, on or about January 16, 2007,
      Guillen was paid $3500 in partial payment of attorneys fees incurred pursuant
      to
      the terms of the original settlement contemplated by the parties. The
      Compensation Committee of OXIS met on September 26, 2006 and determined that
      Guillen is not entitled to any bonus for the year 2006. Guillen has contested
      the validity of that determination.

     

    2. Guillen
      Covenants, Promises and Acknowledgments.
      Guillen
      agrees to the following:

     

    Upon
      execution of this Agreement, payment of sums due herein, execution of documents
      sufficient to vest the Stock Options and Bonus Options and expiration of the
      execution and revocation period set forth in Section 20 hereof, Guillen will
      promptly resign from OXIS Board of Directors. In addition, to the extent he
      has
      not already done so, Guillen will promptly return the original and all copies
      of
      all OXIS files, records, documents, client lists, financial data, plans,
      drawings, specifications, equipment, pictures, videotapes, or any property
      or
      other items concerning the business of OXIS, whether prepared by Guillen or
      otherwise coming into Guillen's possession or control by virtue of his
      employment with OXIS.

     


    
      
         

      

      
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    3. Mutual
      Release.

     

    (a) Except
      as
      expressly provided herein, Guillen, on his own behalf and on behalf of his
      heirs, spouse, executors, administrators, principals,
      agents, attorneys, parents and employees, as appropriate, (the “Guillen
      Releasing Parties”), hereby releases and absolutely forever discharges OXIS,
      together with its administrators, principals, agents, attorneys, officers,
      directors, employees, subsidiaries, parents and affiliates, as appropriate
      (the
“OXIS Released Parties”), individually and collectively, of and from any and all
      known or unknown liabilities, claims, demands for damages, costs,
      indemnification, contribution, or any other thing for which they or any of
      them
      have or may have a known or unknown cause of action, claim, or demand for
      damages, costs, indemnification, or contribution, whether certain or
      speculative, which may have at any time prior hereto come into existence or
      which may be brought in the future in connection with any acts or omissions
      which have arisen at any time prior to the effective date of this Agreement,
      including, but not limited to, the Complaint and any and all claims Guillen
      has
      or may have relating to, or arising out of the Employment Agreement or
      employment of Guillen with OXIS or the partially executed settlement, or any
      claim by Guillen for breach of the Employment Agreement or any claim that
      Guillen has been wrongfully terminated by OXIS, including any claim for tortuous
      conduct resulting in personal injuries, any claim for harassment or
      discrimination on the basis of race, color, national origin, religion, sex,
      age,
      sexual orientation, ancestry, medical condition, marital status, physical or
      mental disability, or other protected class, discharge in violation of public
      policy and/or violation of any state and federal laws, including without
      limitation, the Age
      Discrimination in Employment Act
      and its
      amendment, the Older
      Workers Benefits Protection Act,
      the
      Fair Employment and Housing Act,
      the
      Americans with Disabilities Act,
      Title
      VII of the Civil Rights Act of 1964,
      as
      amended, The
      Fair Labor Standards Acts,
      as
      amended, the
      National Labor Relations Act,
      as
      amended, the
      Labor - Management Relations Act,
      as
      amended, the
      Worker Adjustment and Retraining Notification Act of 1988,
      as
      amended, the
      Rehabilitation Act of 1973,
      as
      amended, the
      Equal Pay Act,
      the
      Pregnancy Discrimination Act,
      the
      Employee Retirement Income Security Act of 1974,
      as
      amended, the
      Family Medical Leave Act of 1993,
      the
      California Family Rights Act,
      as
      amended and the
      California Labor Code.
      Provided
      however, that nothing in this Agreement or in paragraphs 3 (a) and 3 (b) shall
      release or relinquish in any way any rights, entitlements, claims or demands
      for
      indemnity or contribution which a Guillen Releasing Party has, may have or
      may
      assert against any OXIS Released Party arising from or in connection with any
      third party claim relating to Guillen’s prior employment by OXIS or service as
      an officer and/or director of OXIS (including coverage under OXIS’ directors and
      officers liability insurance, if any, to the fullest extent permitted
      thereunder). 

     

    (b) The
      Guillen Releasing Parties acknowledge the existence of and, with respect to
      the
      matters released in paragraph 3(a) above, expressly waive and relinquish any
      and
      all rights and benefits they have or may have under California Civil Code,
      Section 1542, which provides:

     

    A
      GENERAL
      RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
      TO
      EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
      BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
      DEBTOR.

     

    The
      Guillen Releasing Parties acknowledge that they are aware that they may
      hereafter discover facts different from or in addition to those which he or
      his
      attorneys now know or believe to be true with respect to the matters released
      in
      paragraph (a) above, and agree that the release so given in paragraph 3(a),
      above, shall be and remain in effect as a full and complete release of the
      respective claims, notwithstanding any such different or additional
      facts.

     


    
      
         

      

      
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    (c) Except
      as
      expressly provided herein, OXIS, on its own behalf and on behalf of its
      administrators, principals, agents, officers, directors, employees,
      subsidiaries, parents and affiliates, as appropriate, (the “OXIS Releasing
      Parties”), hereby releases and absolutely forever discharges Guillen, together
      with his heirs, spouse, executors, administrators, as
      appropriate, (the “Guillen Released Parties”), individually and collectively, of
      and from any and all known or unknown liabilities, claims, demands for damages,
      costs, indemnification, contribution, or any other thing for which they or
      any
      of them have or may have a known or unknown cause of action, claim, or demand
      for damages, costs, indemnification, or contribution, whether certain or
      speculative, which may have at any time prior hereto come into existence or
      which may be brought in the future in connection with any acts or omissions
      which have occurred at any time prior to the date of this Agreement, including,
      but not limited to, any and all claims the OXIS Releasing Parties have or may
      have relating to, or arising out of the employment of Guillen with OXIS or
      his
      service on the OXIS Board of Directors, or any claim by the OXIS Releasing
      Parties for breach of the Employment Agreement. 

     

    (d) The
      OXIS
      Releasing Parties acknowledge the existence of and, with respect to the matters
      released in paragraph 3(c) above, expressly waive and relinquish any and all
      rights and benefits they have or may have under California Civil Code, Section
      1542, which provides:

     

    A
      GENERAL
      RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
      TO
      EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
      BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
      DEBTOR.

     

    The
      OXIS
      Releasing Parties acknowledge that they are aware that they may hereafter
      discover facts different from or in addition to those which they or their
      attorneys now know or believe to be true with respect to the matters released
      in
      paragraph 3(c), and agree that the release so given in paragraph 3(c), shall
      be
      and remain in effect as a full and complete release of the matters released
      in
      paragraph 3(c), notwithstanding any such different or additional facts.


     

    4. Conditional
      Dismissal and Covenant Not to Sue. Upon
      execution of this Agreement, the Stipulation for Entry of Judgment, payment
      of
      the sums due herein, execution of documents sufficient to vest the Stock Options
      and Bonus Options and expiration of the execution and revocation period set
      forth in Paragraph 20 hereof, Guillen will file a Notice of Settlement including
      a conditional dismissal of the Complaint in the form attached hereto as Exhibit
      “A”. Although OXIS has not answered the Complaint, it stipulates to jurisdiction
      over the matter and the parties personally and further stipulates that the
      Court
      will retain such jurisdiction until final performance of all the terms of the
      Settlement Agreement, including tolling of any applicable statute, rule or
      court
      order affecting timely prosecution of an this action. Guillen further represents
      that he has no other lawsuits, claims or actions pending in his name, or on
      behalf of any other person or entity, against OXIS or any Released Parties
      herein. The parties covenant not to bring any future action to enforce any
      of
      the claims released herein.

     

    5. Default. 

     

    (a) If
      any
      payment of the Separation Benefit required pursuant to paragraph 1(a) is not
      received by direct deposit on or before the 17th
      of each
      month (unless such date falls on a weekend or bank holiday, in which case the
      payment shall be due on the next business day), Guillen shall provide OXIS
      with
      written notice to cure. In the event that the required payment is not paid
      within five (5) business days after written notice is given, then OXIS
will
      incur a penalty equal to 10% of such monthly payment. In the event that OXIS
      fails to make the required payment and the 10% penalty within 20 days of the
      date the Separation Benefit payment was due and following written notice to
      cure, an “Event of Default” shall be deemed to have occurred and the remaining
      balance of Separation Payments will be accelerated, becoming due and payable
      immediately.  

     

    (b) Concurrently
      with the execution of this Agreement, OXIS will execute and deliver to the
      office of Guillen’s legal counsel, an executed Stipulation for Entry of Judgment
      in the form attached hereto as Exhibit “B”. Guillen’s counsel shall hold the
      Stipulated Judgment in escrow which Guillen’s counsel is authorized to file only
      in the case of an Event of Default which has not been timely cured.

     


    
      
         

      

      
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    6. Enforcement/Attorneys’
      Fees. In
      any
      action brought to interpret or enforce the terms of this Agreement the
      prevailing party shall be entitled to recover its reasonable attorneys’ fees and
      costs incurred. 

     

    7. Entire
      Agreement.
      This
      Agreement supercedes and replaces the Confidential Settlement Agreement
      negotiated and partly performed by the parties and upon execution shall
      constitute the sole and entire agreement and understanding of the parties with
      respect to the entire subject matter hereof, and no other agreement (including
      the Confidential Settlement Agreement), oral or written, shall be deemed to
      exist or to bind either of the parties hereto.

     

    8. Nonadmission
      of Liability.
      This
      Agreement, and its performance, does not constitute and will not be construed
      as
      an admission by OXIS or Guillen of the truth of any contested matter, or of
      any
      liability, wrongful act, or omission.

     

    9. Confidentiality
      of Agreement.
      The
      content of this Agreement, and of the parties' discussions pertaining to it,
      are
      confidential, and Guillen and OXIS will not disclose or allow the disclosure
      of
      any information concerning this Agreement and its performance to anyone, except
      that the Agreement may be disclosed by either party to his/her/its attorney(s),
      accountant(s) or spouse(s), and, as required, by subpoena or court order or
      to
      governmental taxing authorities or to enforce the rights contained in this
      Agreement in an appropriate legal proceeding, and notwithstanding anything
      to
      the contrary herein, OXIS may disclose the contents of this agreement in filings
      it makes with the Securities and Exchange Commission, including filing this
      Agreement as an exhibit to filings it makes with the Securities and Exchange
      Commission, as required by applicable laws and OXIS may also disclose the
      contents of this Agreement to third parties conducting due diligence on the
      Company. 

     

    10. Confidentiality
      of Employment.

     

    (a) The
      parties recognize and agree that, during the course of Guillen's employment
      with
      OXIS, Guillen had access to and became acquainted with OXIS’ lists of clients,
      projects, computer programs, business plans and strategies, prices, budgets,
      techniques, inventions, improvements and similar confidential or proprietary
      materials or information respecting OXIS’ or its clients’ business affairs. In
      addition, Guillen had access to and became acquainted with confidential
      information of a personal nature of OXIS and its employees, officers and
      directors, including, but not limited to, such persons’ salary and benefits,
      special skills and knowledge, identities and job performance. The parties agree
      that such business information and information concerning OXIS and/or its
      employees, officers and directors as set forth above and any other information
      concerning OXIS reasonably understood to be confidential constitutes
“Confidential Information.” All Confidential Information which came into
      Guillen’s possession shall remain the exclusive property of OXIS. Under no
      circumstances can such Confidential Information be disclosed, disseminated
      or
      published in any manner without the prior written consent of OXIS. Any such
      unauthorized disclosure shall entitle OXIS and/or any of their directors and
      officers to all the remedies at law and equity, including the right to seek
      and
      obtain a preliminary and permanent injunction. This Agreement is in addition
      to,
      and does not supersede or affect, any prior confidentiality agreement which
      may
      have been signed by Guillen which shall remain in full force and effect.
      Notwithstanding the foregoing, “Confidential Information” shall not include any
      information which (i) becomes generally available to the public or the sweeper
      industry by any means other than disclosure by Guillen, (ii) becomes available
      to Guillen in documents form on a non-confidential basis from a source other
      OXIS, which source is not prohibited from disclosing such information to Guillen
      by contractual, legal or fiduciary obligation to OXIS, or (iii) was
      independently acquired by Guillen prior to his employment by OXIS as evidenced
      by written records.

     

    (b) Guillen
      agrees that he shall not disparage OXIS to clients or other third parties.
      Oxis
      on behalf its officers and directors agrees that they shall not disparage
      Guillen to clients or other third parties.

     

    (c) The
      parties acknowledge that a breach of the covenants contained in Paragraphs
      9 and
      10 may not be compensable by monetary damages and therefore that the aggrieved
      party may pursue all available equitable remedies, including injunctive
      relief.

     


    
      
         

      

      
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    11. Future
      Cooperation Clause. Guillen
      agrees that he will not counsel or assist in any material manner any attorneys
      or their clients in the presentation or prosecution of any disputes,
      differences, grievances, claims, charges or complaints by any third party
      against OXIS and/or any OXIS Released Parties, unless under subpoena or other
      court or administrative order or legal process to do so. Guillen further agrees
      both to notify OXIS within a reasonable period of time upon receipt of any
      court
      order, subpoena, or other legal discovery device that seeks or might require
      the
      disclosure or production of the existence or terms of this Agreement, and to
      mail a copy of such subpoena or legal discovery device to OXIS. In addition,
      Guillen will use reasonable efforts to cooperate with OXIS in connection with
      any business matters in which he was involved or any existing or potential
      claims, investigations, administrative proceedings, lawsuits or other legal
      and
      business matters which arose during Guillen’s employment as reasonably requested
      by OXIS, provided that such cooperation does not expose Guillen to any liability
      or prejudice his ability to defend himself with respect to any such
      liability.

     

    12. Response
      to Solicitation for References.
      Guillen
      agrees to refer all persons making inquiries of or seeking employment references
      regarding Guillen from OXIS to its Human Resources Department. OXIS agrees
      that
      its Human Resources Department shall respond to all such inquiries by providing
      only dates of employment and position held.

     

    13. Waiver,
      Modification and Amendment.
      No
      provision hereof may be waived unless in writing signed by both parties hereto.
      Waiver of any one provision herein shall not be deemed to be a waiver of any
      other provision herein. This Agreement may be modified or amended only by a
      written agreement executed by the parties affected thereby.

     

    14. Collaborative
      Effort.
      No
      party hereto or their respective attorneys shall be deemed to have drafted
      this
      Agreement, or any portion thereof, for purposes of construing or interpreting
      any of the terms or provisions in any action or proceeding which may hereinafter
      arise between them. Except as set forth herein, each party shall bear their
      own
      attorneys’ fees and costs incurred in connection with the Complaint, the
      partially executed settlement and in drafting this Agreement.

     

    15. Execution.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute a single
      document.

     

    16. Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and shall be binding upon the
      predecessors, successors, heirs and assigns of the parties hereto, and each
      of
      them. This Agreement is not intended to constitute a third-party beneficiary
      contract.

     

    17. Authority.
      OXIS
      hereby represents and warrants that the undersigned has the authority to act
      on
      behalf of OXIS and its officers and directors who might claim through it and
      to
      bind OXIS and its officers and directors and all who may claim through it to
      the
      terms and conditions of this Agreement. Guillen represents and warrants that
      he
      has the capacity to act on his own behalf and on behalf of all who might claim
      through him to bind them to the terms and conditions of this Agreement. Each
      party warrants and represents that there are no liens or claims of liens or
      assignments in law or equity or otherwise of or against any of the claims or
      cause of action or matters released herein.

     

    18. Severability.
      If any
      term, provision, covenant, or condition of this Agreement (the "Provision")
      is
      held by an arbitrator or a court of competent jurisdiction to be invalid, void,
      or unenforceable, the remaining provisions of this Agreement shall remain in
      full force and effect and in no way shall be affected, impaired, or invalidated.
      If possible, the Provision shall remain in effect but shall be modified by
      the
      court or arbitrator only to the extent necessary to make it
      reasonable.

     

    19. Independent
      Counsel.
      OXIS
      has advised Guillen to consult with independent legal counsel prior to executing
      this Agreement.

     


    
      
         

      

      
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    20. Execution
      and Revocation.
      Guillen
      has the right to review and consider this Agreement for a period of twenty-one
      (21) days prior to execution. Execution prior to the conclusion of said
      twenty-one (21) day period indicates an express and knowing waiver of the
      remaining portion of said twenty one (21) day review period and a willingness
      to
      enter into this Agreement voluntarily. Further, Guillen has the right to revoke
      this Agreement within seven (7) days after execution. For such revocation to
      be
      effective it shall: (a) be in writing; and (b) be received by OXIS within seven
      (7) days after execution of this Agreement by Guillen. 

     

    21. Notice.
      Any
      notice required herein shall be provided to OXIS at its regular business address
      by facsimile during regular business hours and U.S. Mail, with a copy to Kelly
      O. Scott, Esq., Ervin, Cohen & Jessup LLP, 9401 Wilshire Boulevard, Ninth
      Floor, Beverly Hills, California 90212-2974, facsimile number (310) 859-2325.
      Notice shall be provided to Guillen at his last known address by facsimile
      and
      U.S. Mail, with a copy to Alan W. Sparer, Esq., Law Offices of Alan W. Sparer,
      100 Pine Street, 33rd
      Floor,
      San Francisco, California 94111, facsimile number (415) 217-7307.

     

    
      	 	 	 
	 Dated: 
              February 27, 2007	STEVEN
              T.
              GUILLEN
	 
 	 
 	 
 
	
            	  	/s/ Steven
              T.
              Guillen


    

     

    
      	 	 	 
	 Dated: 
              March 8, 2007	OXIS
              INTERNATIONAL, INC.
	 
 	 
 	 
 
	 	 By: 	 /s/ Marvin S. Hausman, M.D.
	
            	 	CEO


    

     

     

     

     

     

     

     

    

      
        
           

        

        
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