Exhibit 10.22

Oxygen Biotherapeutics, Inc.,

3189 Airway Avenue, Building C

Costa Mesa, CA 92626

To:

Mr. J. Melville Engle

1 Remington Court

Napa, CA 94558

Engagement Letter

Dear Mel:

Subject to our by-laws we herewith confirm your engagement as a director and member of the board of our company (OXBO).

Monetary compensation shall be through a consulting contract with you.

Independent of the aforementioned consulting contract, we already we will pay you the following stock compensation for your services:

Stock options (3 years life), exercisable at a price of $0.23, as follows:

300,000 fully vested options with this appointment to the board of directors;

300,000 options where vesting will be lifted the earlier of: One year after the appointment to the board of directors, or the closing of a license agreement, or sale of the company

With regard to the services to be performed by you pursuant to the terms of this engagement, you shall not be liable to OXBO, or to anyone who may claim any right due to any relationship with OXBO, for any acts or omissions in the performance of services on your part, OXBO shall hold your free and harmless from any obligations, costs, claims, judgments, attorneys’ fees, and attachments arising from or growing out of the services rendered to OXBO pursuant to the terms of this agreement or in any way connected with the rendering of services, except when you are adjudged to be guilty of willful misconduct or gross negligence by a court of competent jurisdiction, OXBO shall maintain an appropriate director’s and officer’s (D&O) insurance at all times and cover you under such a policy.