This GBI - 2002 Stock Award Plan (the "Plan") is made as of the 19th
day February 2003 by Genesis Bioventures, Inc. (the "Company") for the Company's
securities attorney ("the Recipient").

RECITALS:

         The Company desires to grant to Recipient as additional compensation
for services provided by Recipient to the Company ("Compensation") shares of
common stock of the Company ("Common Stock") pursuant to the provisions set
forth herein;

         1. Grant of Shares. The Company shall grant to the Recipient 60,000
shares of Common Stock (the "Shares").

          2. Services. Recipient has provided bona fide services to the Company
not in connection with capital raising activities.

         3. Compensation. Compensation is the Shares as identified herein. The
parties agree the Shares are valued at $.01 each. Recipient is responsible for
all income taxes.

         4. Registration. Notwithstanding anything to the contrary contained
herein, the Shares will be registered on Form S-8 Registration Statement dated
no later than the month of March, 2003.

         5. Delivery of Shares. The Company shall deliver the Shares to the
Recipient.

         6. Waiver. No waiver is enforceable unless in writing and signed by the
waiving party and any waiver shall not be construed as a waiver of any other or
subsequent breach.

         7. Amendments. This Plan may not be amended unless by the mutual
consent of all of the parties hereto in writing.

         8. Governing Law. This Plan shall be governed by the laws of the State
of New York, and the sole venue for any action arising hereunder shall be any
Federal or State Court located in New York City, New York.

         9. Assignment and Binding Effect. Neither this Plan nor any of the
rights, interests or obligations hereunder shall be assigned by any party hereto
without the prior written consent of the


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other parties hereto, except as otherwise provided herein. This Plan shall be
binding upon and for the benefit of the parties hereto and their respective
heirs and permitted assignees..

         10. Integration and Captions. This Plan includes the entire
understanding of the parties hereto with respect to the subject matter hereof.
The captions herein are for convenience and shall not control the interpretation
of this Plan.

         11. Legal Representation. No tax advice has been provided to any party
by any other party and the Recipient is cautioned to retain its own qualified
tax advisor with respect to any tax consequences that may impact upon him
individually.

         12. Construction. Each party acknowledges having had the opportunity to
review, negotiate and approve all of the provisions of this Plan.

         13. Cooperation. The parties agree to execute such documents which,
upon advice of the Company's counsel, are necessary in order to carry out the
intent and purpose of this Plan as set forth herein .

         14. Hand-Written provisions. Any hand-written provisions hereon, if
any, or attached hereto, which have been initialed by all of the parties hereto,
shall control all typewritten provisions in conflict therewith.

         15. Fees, Costs and Expenses. Each of the parties hereto acknowledges
and agrees to pay, without reimbursement from the other party , the fees, costs,
and expenses incurred by each such party incident to this Plan.

         16. Consents and Authorizations. By the execution herein below, each
party (i) acknowledges and agrees that each such party has the full right,
power, legal capacity and authority to enter into this Plan, and the same
constitutes a valid and legally binding Plan in accordance with the terms,
conditions and other provisions contained herein; and (ii) acknowledges the
receipt of an executed copy hereof.

         17. Gender and Number. Unless the context otherwise requires,
references in this Plan in any gender shall be construed to include all other
genders, references in the singular shall be construed to include the plural,
and references in the plural shall be construed to include the singular.


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         18. Severability. In the event anyone or more of the provisions of this
Plan shall be deemed unenforceable by any court of competent jurisdiction for
any reason whatsoever, this Plan shall be construed as if such unenforceable
provision had never been contained herein.



GENESIS BIOVENTURES, INC.

By /s/ E. Greg McCartney
  ----------------------------                    Date: February 19, 2003
  E. Greg McCartney, President

RECIPIENT

Signature
         ------------------
Print Name                                        Date: February 19, 2003
          -----------------

























                                                   EXHIBIT 10.1


GBI Consulting Agreement 110102.wpd

                                                         3

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