OXIS INTERNATIONAL, INC. 2003 STOCK INCENTIVE PLAN NOTICE OF STOCK OPTION AWARD Optionee's Name and Address: Matthew Spolar 81 71 st Street Brooklyn, NY 11209 You (the "Optionee") have been granted an option to purchase

INTERNATIONAL, INC. 2003 STOCK INCENTIVE PLAN

OF STOCK OPTION AWARD

"Optionee") have been granted an option to purchase Common Shares, subject to

the terms and conditions of this Notice of Stock Option Award (the "Notice"),

the OXIS International, Inc. 2003 Stock Incentive Plan, as amended from time

time (the "Plan") and the Stock Option Agreement (the "Option Agreement")

attached hereto, as follows. Unless otherwise defined herein, the terms defined

in the Plan shall have the same defined meanings in this Notice.

to the Optionee's continued Service and other limitations set forth in this

Notice, the Plan and the Option Agreement, the Option may be exercised, in

or in part, in accordance with the following schedule:

Thousand (15,000) Shares, or any part thereof, may be purchased by exercising

this Option at any time or times, from and including January 11, 2007 to and

including January 10, 2017; and

additional Fifteen Thousand (15,000) Shares, or any part thereof, may be

purchased by exercising this Option, from and including January 11, 2008 to

including January 10, 2017.

of Stock Option Award - NSO

WITNESS WHEREOF, the Company and the Optionee have executed this Notice and

agree that the Option is to be governed by the terms and conditions of this

Notice, the Plan, and the Option Agreement.

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL

VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE OPTIONEE'S SERVICE (NOT THROUGH

THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER).

THE OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE

OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE OPTIONEE ANY RIGHT WITH

RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE OPTIONEE'S SERVICE, NOR SHALL IT

INTERFERE IN ANY WAY WITH THE OPTIONEE'S RIGHT OR THE RIGHT OF THE COMPANY OR

THE PARENT, SUBSIDIARY OR AFFILIATE OF THE COMPANY TO WHICH THE OPTIONEE

PROVIDES SERVICES TO TERMINATE THE OPTIONEE'S SERVICE, WITH OR WITHOUT

OR WITHOUT NOTICE. THE OPTIONEE ACKNOWLEDGES THAT UNLESS THE OPTIONEE HAS A

WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE OPTIONEE'S

Optionee acknowledges receipt of a copy of the Plan and the Option Agreement,

and represents that he or she is familiar with the terms and provisions thereof,

and hereby accepts the Option subject to all of the terms and provisions hereof

and thereof. The Optionee has reviewed this Notice, the Plan, and the Option

Agreement in their entirety, has had an opportunity to obtain the advice of

counsel prior to executing this Notice, and fully understands all provisions

this Notice, the Plan and the Option Agreement. The Optionee hereby agrees

all questions of interpretation and administration relating to this Notice,

Plan and the Option Agreement shall be resolved by the Compensation Committee

accordance with Section 13 of the Option Agreement. The Optionee further

agrees to the venue selection and waiver of a jury trial in accordance with

Section 14 of the Option Agreement. The Optionee further agrees to notify

the Company upon any change in the residence address indicated in this

of Stock Option Award - NSO

INTERNATIONAL, INC. 2003 STOCK INCENTIVE PLAN

International, Inc., a Delaware corporation (the "Company"), hereby grants to

the Optionee (the "Optionee") named in the Notice of Stock Option Award (the

"Notice"), an option (the "Option") to purchase the Total Number of Common

Shares subject to the Option (the "Shares") set forth in the Notice, at the

Exercise Price per Share set forth in the Notice (the "Exercise Price") subject

to the terms and provisions of the Notice, this Stock Option Agreement (the

"Option Agreement") and the Company's 2003 Stock Incentive

Plan, as amended from time to time (the "Plan"), which are incorporated herein

by reference. Unless otherwise defined herein, the terms defined in the Plan

shall have the same defined meanings in this Option Agreement.

designated in the Notice as an ISO, the Option is intended to qualify as an

as defined in Section 422 of the Code. However, notwithstanding such

designation, to the extent that the aggregate Fair Market Value of Shares

subject to Options designated as ISOs which become exercisable for the first

time by the Optionee during any calendar year (under all plans of the Company

any Parent or Subsidiary of the Company) exceeds $100,000, such excess Options,

to the extent of the Shares covered thereby in excess of the foregoing

limitation, shall be treated as NSOs. For this purpose, ISOs shall be taken

account in the order in which they were granted, and the Fair Market Value

the Shares shall be determined as of the date the Option with respect to such

Option shall be exercisable during its term in accordance with the Vesting

Schedule set out in the Notice and with the applicable provisions of the Plan

and this Option Agreement. The Option shall be subject to the provisions of

the Option Agreement relating to the exercisability or termination of the Option

in the event of a Change in Control. The Optionee shall be subject to reasonable

limitations on the number of requested exercises during any monthly or weekly

period as determined by the Compensation Committee (the "Committee"). In no

event shall the Company issue fractional Shares.

Option shall be exercisable by delivery of an exercise notice (a form of which

is attached as Exhibit A) or by such other procedure as specified from time

time by the Committee which shall state the election to exercise the Option,

whole number of Shares in respect of which the Option is being exercised, and

such other provisions as may be required by the Committee. The exercise notice

shall be delivered in person, by certified mail, or by such other method

(including electronic transmission) as determined from time to time by the

Committee to the Company accompanied by payment of the Exercise Price. The

Option shall be deemed to be exercised upon receipt by the Company of such

notice accompanied by the Exercise Price, which, to the extent selected, shall

be deemed to be satisfied by use of the broker-dealer sale and remittance

procedure to pay the Exercise Price provided in Section (d)

of Stock Option Award - NSO

Shares will be delivered to the Optionee or other person pursuant to the

exercise of the Option until the Optionee or other person has made arrangements

acceptable to the Committee for the satisfaction of applicable income tax and

employment tax withholding obligations, including, without limitation, such

other tax obligations of the Optionee incident to the receipt of Shares or

disqualifying disposition of Shares received on exercise of an ISO. Upon

exercise of the Option, the Company or the Optionee's employer may offset or

withhold (from any amount owed by the Company or the Optionee's employer to the