SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this Agreement ) is dated as of

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this Agreement ) is

dated as of December 30, 2004, among Oxis International, Inc., a Delaware corporation (the Company ), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a

Purchaser and collectively the Purchasers ); and

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and

sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company in the aggregate, up to $6,500,000 of shares of Common Stock and Warrants on the Closing Date.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this

Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

1.1 Definitions. In addition to

the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings indicated in this Section 1.1:

Action shall have the meaning ascribed to such term in Section 3.1(j).

Affiliate means any Person that, directly

or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 144. With respect to a Purchaser, any investment fund or managed account that

is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.

Closing means the closing of the purchase and sale of the Common Stock and the Warrants pursuant to Section 2.1.

Closing Date means the

Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Company s

obligations to deliver the Securities have been satisfied or waived.

Commission means the Securities and Exchange Commission.

Common Stock means the common stock of the Company, par value $0.001 per share, and any securities into which such

common stock may hereafter be reclassified.

Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights,

options, warrants or

other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

Company Counsel means Morrison &

Schedules means the Disclosure Schedules of the Company delivered concurrently herewith.

Effective Date means the date that the Registration Statement is first declared effective by the Commission.

Evaluation Date shall have

the meaning ascribed to such term in Section 3.1(r).

Exchange Act means the Securities Exchange Act of 1934, as amended.

Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers, independent

contractors or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors

established for such purpose, (b) securities upon the exercise of or conversion of any securities issued hereunder, convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have

not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise or conversion price of any such securities, and (c) securities issued pursuant to mergers, acquisitions, licensing or other

strategic or investment transactions, provided any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company or other company engaged in the licensing of intellectual property in a business

synergistic with, complementary to or otherwise useful to the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities

primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

FW means Feldman Weinstein LLP with offices located at 420 Lexington Avenue, Suite 2620, New York, New York 10170-0002.

meaning ascribed to such term in Section 3.1(h).

Intellectual Property Rights shall have the meaning ascribed to such term in Section 3.1(o).

Legend Removal Date shall have the meaning ascribed to such term in Section 4.1(c).

Liens means a lien, charge, security

interest, encumbrance, right of first refusal, preemptive right or other restriction.

Market Price means the average of the 10 VWAPs immediately prior to

the date in question.

Adverse Effect shall have the meaning ascribed to such term in Section 3.1(b).

Material Permits shall have the meaning ascribed to such term in Section 3.1(m).

Participation Maximum shall have the

meaning ascribed to such term in Section 4.13.

Per Share Purchase Price equals $0.53, as adjusted for any reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this

individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

Pre-Notice shall have the meaning

ascribed to such term in Section 4.13.

Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

Purchaser Party shall have the meaning

ascribed to such term in Section 4.9.

Registration Rights Agreement means the Registration Rights Agreement, dated as of the date of this Agreement, among the Company and each Purchaser, in the form of Exhibit A hereto.

Registration Statement means a

registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the Purchasers of the Shares and the Warrant Shares.

Required Approvals shall have the meaning ascribed to such term in Section 3.1(e).

Rule 144 means Rule 144

promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

SEC Reports shall have the meaning

ascribed to such term in Section 3.1(h).

Securities means the Shares, the Warrants and the Warrant Shares.

Securities Act means the Securities Act of 1933, as amended.

Shares means the shares of

Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

Short Sales shall include, without limitation, all short sales as defined in Rule 3b-3 of the Exchange Act.

Subscription Amount means, as to each Purchaser, the amounts set forth below such

Purchaser s signature block on the signature page hereto, in United States dollars and in immediately available funds.

Subsequent Financing shall have the meaning ascribed to such term in Section 4.13.

Subsequent Financing Notice shall have

the meaning ascribed to such term in Section 4.13.

Subsidiary shall mean the subsidiaries of the Company, if any, set forth on Schedule 3.1(a).

Trading Day means a day on which the Common Stock is traded on a Trading Market.

Trading Market means the following

markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

Transaction Documents

means this Agreement, the Warrants and the Registration Rights Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.

VWAP means, for any date, the price determined by the first of the following clauses that

applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the primary Trading Market on which the Common Stock is then

listed or quoted as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. EST to 4:02 p.m. Eastern Time) using the VAP function; (b) if the Common Stock is not then listed or quoted on the Trading Market and if prices for the

Common Stock are then reported in the Pink Sheets published by the Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so

reported; or (c) in all other cases, the fair market value of a share of Common Stock as determined by a nationally recognized-independent appraiser selected in good faith by Purchasers holding a majority of the principal amount of Shares then

Warrants means the Common Stock Purchase Warrants, in the form of

Exhibit B, delivered to the Purchasers at the Closing in accordance with Section 2.2(a)(iii) hereof, which warrants shall be exercisable immediately upon issuance for a term of five years.

Warrant Shares means the shares of Common

Stock issuable upon exercise of the Warrants.

2.1 Closing. On the Closing Date, each Purchaser shall purchase from the Company, severally and not jointly with the other Purchasers, and the

Company shall issue and sell to each Purchaser, (a) a number of Shares equal to such Purchaser s Subscription Amount divided by the Per Share Purchase Price and (b) the Warrants as determined pursuant to Section 2.2(a)(iii). The aggregate

Subscription Amounts for the Shares sold hereunder shall be up to $6,500,000. Upon satisfaction of the conditions set forth in Section 2.3, the Closing shall occur at the offices of FW or such other location as the parties shall mutually agree.

(a) On the Closing Date, the Company shall deliver or cause

to be delivered to each Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) a copy of the irrevocable instructions to the Company s transfer agent instructing the transfer agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such

Purchaser s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;

(iii) within 5 Trading Days of the date hereof, a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser

shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the Shares to be issued to such Purchaser, with an exercise price equal to $1.00, subject to adjustment therein;

(iv) within 5 Trading Days of the date hereof, a Warrant,