EXHIBIT 10.21



                                STOCK OPTION PLAN




                                      For:



                                  GENEMAX CORP.




                                  GeneMax Corp.
                          435 Martin Street, Suite 2000
                        Blaine, Washington, U.S.A., 98230

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                                  GENEMAX CORP.

                                STOCK OPTION PLAN


     This stock option plan (the "Plan") is adopted in consideration of services
rendered and to be rendered by key personnel to GeneMax Corp., its subsidiaries
and affiliates.

1.   Definitions.

     The terms used in this Plan shall, unless otherwise indicated or required
by the particular context, have the following meanings:


     Board:                 The Board of Directors of GeneMax Corp.

     Common Stock:          The U.S. $0.001 par value common stock of GeneMax
                            Corp.

     Company:               GeneMax Corp., a corporation incorporated under the
                            laws of the State of Nevada, U.S.A., and any
                            successors in interest by merger, operation of law,
                            assignment or purchase of all or substantially all
                            of the property, assets or business of the Company.

     Date of Grant:         The date on which an Option (see hereinbelow) is
                            granted under the Plan.

     Fair Market Value:     The Fair Market Value of the Option Shares. Such
                            Fair Market Value as of any date shall be reasonably
                            determined by the Board; provided, however, that if
                            there is a public market for the Common Stock, the
                            Fair Market Value of the Option Shares as of any
                            date shall not be less than the closing price for
                            the Common Stock on the last trading day preceding
                            the date of grant; provided, further, that if the
                            Company's shares are not listed on any exchange the
                            Fair Market Value of such shares shall not be less
                            than the average of the means between the bid and
                            asked prices quoted on each such date by any two
                            independent persons or entities making a market for
                            the Common Stock, such persons or entities to be
                            selected by the Board. Fair Market Value shall be
                            determined without regard to any restriction other
                            than a restriction which, by its terms, will never
                            lapse.

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     Incentive Stock
     Option:                An Option as described in Section 9 hereinbelow
                            intended to qualify under section 422 of the United
                            States Internal Revenue Code of 1986, as amended.

     Key Person:            A person designated by the Board upon whose
                            judgment, initiative and efforts the Company or a
                            Related Company may rely, who shall include any
                            Director, Officer, employee or consultant of the
                            Company. A Key Person may include a corporation that
                            is wholly-owned and controlled by a Key Person who
                            is eligible for an Option grant, but in no other
                            case may the Company grant an option to a legal
                            entity other than an individual.

     Option:                The rights granted to a Key Person to purchase
                            Common Stock pursuant to the terms and conditions of
                            an Option Agreement (see hereinbelow).

     Option Agreement:      The written agreement (and any amendment or
                            supplement thereto) between the Company and a Key
                            Person designating the terms and conditions of an
                            Option.

     Option Shares:         The shares of Common Stock underlying an Option
                            granted to a Key Person.

     Optionee:              A Key Person who has been granted an Option.

     Related Company:       Any subsidiary or affiliate of the Company or of any
                            subsidiary of the Company. The determination of
                            whether a corporation is a Related Company shall be
                            made without regard to whether the entity or the
                            relationship between the entity and the Company now
                            exists or comes into existence hereafter.

2.   Purpose and scope.

     (a)  The purpose of the Plan is to advance the interests of the Company and
          its stockholders by affording Key Persons, upon whose judgment,
          initiative and efforts the Company may rely for the successful conduct
          of their businesses an opportunity for investment in the Company and
          the incentive advantages inherent in stock ownership in the Company.

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     (b)  This Plan authorizes the Board to grant Options to purchase shares of
          Common Stock to Key Persons selected by the Board while considering
          criteria such as employment position or other relationship with the
          Company, duties and responsibilities, ability, productivity, length of
          service or association, morale, interest in the Company,
          recommendations by supervisors and other matters.

3.   Administration of the Plan.

     The Plan shall be administered by the Board. The Board shall have the
authority granted to it under this section and under each other section of the
Plan.

     In accordance with and subject to the provisions of the Plan, the Board is
hereby authorized to provide for the granting, vesting, exercise and method of
exercise of any Options all on such terms (which may vary between Options and
Optionees granted from time to time) as the Board shall determine. In addition,
and without limiting the generality of the foregoing, the Board shall select the
Optionees and shall determine: (i) the number of shares of Common Stock to be
subject to each Option, however, in no event may the maximum number of shares
reserved for any one individual exceed 15% of the issued and outstanding share
capital of the Company; (ii) the time at which each Option is to be granted;
(iii) the purchase price for the Option Shares; (iv) the Option period; and (v)
the manner in which the Option becomes exercisable or terminated. In addition,
the Board shall fix such other terms of each Option as it may deem necessary or
desirable. The Board may determine the form of Option Agreement to evidence each
Option.

     The Board from time to time may adopt such rules and regulations for
carrying out the purposes of the Plan as it may deem proper and in the best
interests of the Company subject to the rules and policies of any exchange or
over-the-counter market which is applicable to the Company.

     The Board may from time to time make such changes in and additions to the
Plan as it may deem proper, subject to the prior approval of any exchange or
over-the-counter market which is applicable to the Company, and in the best
interests of the Company; provided, however, that no such change or addition
shall impair any Option previously granted under the Plan. If the shares are not
listed on any exchange, then such approval is not necessary.

     Each determination, interpretation or other action made or taken by the
Board shall be final, conclusive and binding on all persons, including without
limitation, the Company, the stockholders, directors, officers and employees of
the Company and the Related Companies, and the Optionees and their respective
successors in interest.

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4.   The Common Stock.

     Save and except as may be determined by the Board at a duly constituted
meeting of the Board as set forth hereinbelow, the Board is presently authorized
to appropriate, grant Options, issue and sell for the purposes of the Plan, a
total number of shares of the Company's Common Stock not to exceed 3,500,000, or
the number and kind of shares of Common Stock or other securities which in
accordance with Section 10 shall be substituted for the shares or into which
such shares shall be adjusted. Save and except as may otherwise be determined by
the disinterested approval of the shareholders of the Company at any duly called
meeting of the shareholders of the Company, at any duly constituted Board
meeting the Board may determine that the total number of shares of the Company's
Common Stock which may be reserved for issuance for Options granted and to be
granted under this Plan, from time to time, may be to the maximum extent of up
to 100% of the Company's issued and outstanding Common Stock as at the date of
any such meeting of the Board. In this regard, and subject to the prior
disinterested approval of the shareholders of the Company at any duly called
meeting of the shareholders of the Company, the total number of shares of the
Company's Common Stock which may be reserved for issuance for Options granted
and to be granted under this Plan, from time to time, may be increased to
greater than 100% of the Company's issued and outstanding Common Stock as at the
date of notice of any such meeting of the shareholders of the Company whereat
such disinterested shareholders' approval is sought and obtained by the Company.
All or any unissued shares subject to an Option that for any reason expires or
otherwise terminates may again be made subject to Options under the Plan.

5.   Eligibility.

     Options will be granted only to Key Persons. Key Persons may hold more than
one Option under the Plan and may hold Options under the Plan and options
granted pursuant to other plans or otherwise.

6.   Option Price and number of Option Shares.

     The Board shall, at the time an Option is granted under this Plan, fix and
determine the exercise price at which Option Shares may be acquired upon the
exercise of such Option; provided, however, that any such exercise price shall
not be less than that, from time to time, permitted under the rules and policies
of any exchange or over-the-counter market which is applicable to the Company.

     The number of Option Shares that may be acquired under an Option granted to
an Optionee under this Plan shall be determined by the Board as at the time the
Option is granted; provided, however, that the aggregate number of Option Shares
reserved for issuance to any one Optionee under this Plan, or any other plan of
the Company, shall not exceed 15% of the total number of issued and outstanding
Common Stock of the Company.

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7.   Duration, vesting and exercise of Options.

     (a)  The option period shall commence on the Date of Grant and shall be up
          to 10 years in length subject to the limitations in this Section 7 and
          the Option Agreement.

     (b)  During the lifetime of the Optionee the Option shall be exercisable
          only by the Optionee. Subject to the limitations in paragraph (a)
          hereinabove, any Option held by an Optionee at the time of his death
          may be exercised by his estate within one year of his death or such
          longer period as the Board may determine.

     (c)  The Board may determine whether an Option shall be exercisable at any
          time during the option period as provided in paragraph (a) of this
          Section 7 or whether the Option shall be exercisable in installments
          or by vesting only. If the Board determines the latter it shall
          determine the number of installments or vesting provisions and the
          percentage of the Option exercisable at each installment or vesting
          date. In addition, all such installments or vesting shall be
          cumulative. In this regard the Company will be subject, at all times,
          to any rules and policies of any exchange or over-the-counter market
          which is applicable to the Company and respecting any such required
          installment or vesting provisions for certain or all Optionees.

     (d)  In the case of an Optionee who is a director or officer of the Company
          or a Related Company, if, for any reason (other than death or removal
          by the Company or a Related Company), the Optionee ceases to serve in
          that position for either the Company or a Related Company, any option
          held by the Optionee at the time such position ceases or terminates
          may, at the sole discretion of the Board, be exercised within up to 90
          calendar days after the effective date that his position ceases or
          terminates (subject to the limitations at paragraph (a) hereinabove),
          but only to the extent that the option was exercisable according to
          its terms on the date the Optionee's position ceased or terminated.
          After such 90-day period any unexercised portion of an Option shall
          expire.

     (e)  In the case of an Optionee who is an employee or consultant of the
          Company or a Related Company, if, for any reason (other than death or
          termination for cause by the Company or a Related Company), the
          Optionee ceases to be employed by either the Company or a Related
          Company, any option held by the Optionee at the time his employment
          ceases or terminates may, at the sole discretion of the Board, be
          exercised within up to 60 calendar days (or up to 30 calendar days

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          where the Optionee provided only investor relations services to the
          Company or a Related Company) after the effective date that his
          employment ceased or terminated (that being up to 60 calendar days (or
          up to 30 calendar days) from the date that, having previously provided
          to or received from the Company a notice of such cessation or
          termination, as the case may be, the cessation or termination becomes
          effective; and subject to the limitations at paragraph (a)
          hereinabove), but only to the extent that the option was exercisable
          according to its terms on the date the Optionee's employment ceased or
          terminated. After such 60-day (or 30-day) period any unexercised
          portion of an Option shall expire.

     (f)  In the case of an Optionee who is an employee or consultant of the
          Company or a Related Company, if the Optionee's employment by the
          Company or a Related Company ceases due to the Company's termination
          of such Optionee's employment for cause, any unexercised portion of
          any Option held by the Optionee shall immediately expire. For this
          purpose "cause" shall mean conviction of a felony or continued
          failure, after notice, by the Optionee to perform fully and adequately
          the Optionee's duties.

     (g)  Neither the selection of any Key Person as an Optionee nor the
          granting of an Option to any Optionee under this Plan shall confer
          upon the Optionee any right to continue as a director, officer,
          employee or consultant of the Company or a Related Company, as the
          case may be, or be construed as a guarantee that the Optionee will
          continue as a director, officer, employee or consultant of the Company
          or a Related Company, as the case may be.

     (h)  Each Option shall be exercised in whole or in part by delivering to
          the office of the Treasurer of the Company written notice of the
          number of shares with respect to which the Option is to be exercised
          and by paying in full the purchase price for the Option Shares
          purchased as set forth in Section 8.

8.   Payment for Option Shares.

     In the case of all Option exercises, the purchase price shall be paid in
cash or certified funds upon exercise of the Option.

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9.   Incentive stock Options.

     (a)  The Board may, from time to time, and subject to the provisions of
          this Plan and such other terms and conditions as the Board may
          prescribe, grant to any Key Person who is an employee eligible to
          receive Options one or more Incentive Stock Options to purchase the
          number of shares of Common Stock allotted by the Board.

     (b)  The Option price per share of Common Stock deliverable upon the
          exercise of an Incentive Stock Option shall be no less than the Fair
          Market Value of a share of Common Stock on the Date of Grant of the
          Incentive Stock Option.

     (c)  The Option term of each Incentive Stock Option shall be determined by
          the Board and shall be set forth in the Option Agreement, provided
          that the Option term shall commence no sooner than from the Date of
          Grant and shall terminate no later than 10 years from the Date of
          Grant and shall be subject to possible early termination as set forth
          in Section 7 hereinabove.

10.  Changes in Common Stock, adjustments, etc.

     In the event that each of the outstanding shares of Common Stock (other
than shares held by dissenting stockholders which are not changed or exchanged)
should be changed into, or exchanged for, a different number or kind of shares
of stock or other securities of the Company, or, if further changes or exchanges
of any stock or other securities into which the Common Stock shall have been
changed, or for which it shall have been exchanged, shall be made (whether by
reason of merger, consolidation, reorganization, recapitalization, stock
dividends, reclassification, split-up, combination of shares or otherwise), then
there shall be substituted for each share of Common Stock that is subject to the
Plan, the number and kind of shares of stock or other securities into which each
outstanding share of Common Stock (other than shares held by dissenting
stockholders which are not changed or exchanged) shall be so changed or for
which each outstanding share of Common Stock (other than shares held by
dissenting stockholders) shall be so changed or for which each such share shall
be exchanged. Any securities so substituted shall be subject to similar
successive adjustments.

     In the event of any such changes or exchanges, the Board shall determine
whether, in order to prevent dilution or enlargement of rights, an adjustment
should be made in the number, kind, or option price of the shares or other
securities then subject to an Option or Options granted pursuant to the Plan and
the Board shall make any such adjustment, and such adjustments shall be made and
shall be effective and binding for all purposes of the Plan.

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11.  Relationship of employment.

     Nothing contained in the Plan, or in any Option granted pursuant to the
Plan, shall confer upon any Optionee any right with respect to employment by the
Company, or interfere in any way with the right of the Company to terminate the
Optionee's employment or services at any time.

12.  Non-transferability of Option.

     No Option granted under the Plan shall be transferable by the Optionee,
either voluntarily or involuntarily, except by will or the laws of descent and
distribution, and any attempt to do so shall be null and void.

13.  Rights as a stockholder.

     No person shall have any rights as a stockholder with respect to any share
covered by an Option until that person shall become the holder of record of such
share and, except as provided in Section 10, no adjustments shall be made for
dividends or other distributions or other rights as to which there is an earlier
record date.

14.  Securities laws requirements.

     No Option Shares shall be issued unless and until, in the opinion of the
Company, any applicable registration requirements of the United States
Securities Act of 1933, as amended, any applicable listing requirements of any
securities exchange on which stock of the same class is then listed, and any
other requirements of law or of any regulatory bodies having jurisdiction over
such issuance and delivery, have been fully complied with. Each Option and each
Option Share certificate may be imprinted with legends reflecting federal and
state securities laws restrictions and conditions, and the Company may comply
therewith and issue "stop transfer" instructions to its transfer agent and
registrar in good faith without liability.

15.  Disposition of Option Shares.

     Each Optionee, as a condition of exercise, shall represent, warrant and
agree, in a form of written certificate approved by the Company, as follows: (i)
that all Option Shares are being acquired solely for his own account and not on
behalf of any other person or entity; (ii) that no Option Shares will be sold or
otherwise distributed in violation of the United States Securities Act of 1933,
as amended, or any other applicable federal or state securities laws; (iii) that
if he is subject to reporting requirements under Section 16(a) of the United
States Securities Exchange Act of 1934, as amended, he will (a) furnish the
Company with a copy of each Form 4 filed by him and (b) timely file all reports
required under the federal securities laws; and (iv) that he will report all
sales of Option Shares to the Company in writing on a form prescribed by the
Company.

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16.  Effective date of Plan; termination date of Plan.

     The Plan shall be deemed effective as of September 30, 2002. The Plan shall
terminate at midnight on September 30, 2012 except as to Options previously
granted and outstanding under the Plan at the time. No Options shall be granted
after the date on which the Plan terminates. The Plan may be abandoned or
terminated at any earlier time by the Board, except with respect to any Options
then outstanding under the Plan.

17.  Other provisions.

     The following provisions are also in effect under the Plan:

     (a)  the use of a masculine gender in the Plan shall also include within
          its meaning the feminine, and the singular may include the plural, and
          the plural may include the singular, unless the context clearly
          indicates to the contrary;

     (b)  any expenses of administering the Plan shall be borne by the Company;

     (c)  this Plan shall be construed to be in addition to any and all other
          compensation plans or programs. The adoption of the Plan by the Board
          shall not be construed as creating any limitations on the power or
          authority of the Board to adopt such other additional incentive or
          other compensation arrangements as the Board may deem necessary or
          desirable; and

     (d)  the validity, construction, interpretation, administration and effect
          of the Plan and of its rules and regulations, and the rights of any
          and all personnel having or claiming to have an interest therein or
          thereunder shall be governed by and determined exclusively and solely
          in accordance with the laws of the State of Nevada, U.S.A.

     This Plan is dated and made effective as approved by the shareholders of
the Company on this 30th day of September, 2002.

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                      BY ORDER OF THE BOARD OF DIRECTORS OF
                                  GENEMAX CORP.
                                      Per:

                              "Ronald L. Handford"

                               Ronald L. Handford
                            President and a Director
                                   __________