Exhibit 10.20

                                                                    Confidential

                            NON-DISCLOSURE AGREEMENT


The  Regents  of The University of Michigan, a constitutional corporation of The
State  of  Michigan  (hereinafter  referred  to  as  "MICHIGAN")  and  Genesis
Bioventures,  Inc., with offices located at 1A 3033 King George Hwy, Surrey, BC,
Canada V4P 1B8 (hereinafter referred to as "COMPANY") each possess, and consider
to  be  proprietary  and  confidential,  certain  information,  drawings,  data,
materials,  software,  documentation,  business plans, potential licensing terms
and  know-how  relating to MICHIGAN research concerning Mammastatin diagnostics,
(all such information and materials are hereinafter referred to as "Confidential
Information").  This  agreement  has  an  effective  date of April 9, 2003.  The
relevant Confidential Information of MICHIGAN is identified in MICHIGAN's Office
of  Technology  Transfer  as  MICHIGAN  File  Nos.  1061.  It is understood that
COMPANY  and  MICHIGAN  are  both interested in having COMPANY and MICHIGAN each
receive  access  to  such  Confidential  Information  of  the other for the sole
purposes of having COMPANY participate in commercial development of Confidential
Information  and  negotiating  a license agreement regarding same.  Hereinafter,
COMPANY and MICHIGAN shall be referred to as "Party" or "Parties" as appropriate
under  the  context.

Designation  of  Information  Under  MCL  15.243  (d) and (f).   The information
provided  by  COMPANY  to  MICHIGAN  under  this  Agreement is, in its entirety,
commercial  trade-secret information voluntarily provided to MICHIGAN for use in
developing  policy  and  is  to  be  used by MICHIGAN exclusively for technology
transfer  activities  related  to  research  and evaluation.  It is submitted to
MICHIGAN  based  on  MICHIGAN's  promise  of  confidentiality, authorized by the
Office  of  the  President.

Because  such  Confidential  Information  is proprietary and confidential to the
Parties,  and  to  provide  an  appropriate  basis  by  which  such Confidential
Information  can  be  made  available  to  each  Party from the other Party, the
Parties  agree  to  the  following  terms  and  provisions.

1.     This  agreement  applies only to Confidential Information received during
the  term  of  the  May  13,  2003  License  Agreement  between  the  Parties.

2.     Except  as  provided  in  the  License  Agreement, neither Party shall be
obligated  by  this  Agreement  to  provide  to the other Party any Confidential
Information;  and  each  Party may at its sole discretion determine which of its
Confidential  Information  it  will  provide  to  the  other  Party.

3.     All  Confidential Information provided in tangible form will be marked as
such.

4.     Each Party will treat as confidential all Confidential Information, which
is or has been made available, directly or indirectly, to it by the other Party,
and  will treat it with the same degree of care that it would treat Confidential
Information  of  its  own,  and  in any event with no less than reasonable care.
From  the  date  received,  the  receiving  Party will not disclose Confidential
Information  of  the  other  Party  to  others  for  a period of five (5) years.

5.     Each  Party  will  use  Confidential  Information received from the other
Party  only  to  the  extent  necessary  for  the  aforesaid  purpose.

6.     Each  Party  agrees  to  limit  access  to  such Confidential Information
received  from  the  other  Party to those of its employees, agents, vendors and
consultants  reasonably  requiring  same  for  the aforesaid purpose and who are
obligated  to  treat  same  in  a manner and to an equivalent extent as provided
herein  with  regard  to  confidentiality,  use,  and  non-disclosure.

7.     Each  party  agrees  to  comply  with  all  applicable  laws,  rules  and
regulations,  including  Export  Administration  Regulations  and Export Control
Regulations of the United States of America, relating to the export or re-export
of  technical  data  and  products produced as a result of the use of such data,
insofar  as  they  relate  to  the  information  disclosed under this Agreement.

8.     The  secrecy  and  non-disclosure  obligations  of  each Party under this
Agreement do not apply to Confidential Information received from the other Party
which:

(a)     at  the  time  of the disclosure is generally available to the public or
thereafter  becomes generally available to the public through no act or omission
of  the  receiving  Party  or  its  employees;  or

(b)     the  receiving  Party  can  show  by written records to have been in the
receiving  Party's  possession  prior  to the time of the disclosure and was not
acquired,  directly  or  indirectly,  from  the  other  Party;  or

(c)     the  receiving  Party  can  show  by  written  records  to  have  been
independently  made  available  as  a  matter of right to the receiving Party by
others,  provided  such  others did not acquire the Confidential Information and
Material  directly  or  indirectly  from  the  other  Party;  or

(d)     is  required  to  be  disclosed  by  law  or  court  order.


<PAGE>
9.     If  the  disclosing  Party at any time requests the receiving Party to do
so,  the  receiving  Party will return all materials, drawings, data, memoranda,
and  written  information  in  its  possession  relating  to  such  Confidential
Information  of  the  disclosing  Party,  including copies thereof, to the other
Party.

10.     Nothing  contained  in this Agreement shall be construed to grant to the
receiving  Party  any  rights  in respect of such Confidential Information other
than  for  the  stated  purpose.  Nothing  herein  will obligate either Party to
proceed with any transaction between them, and each Party reserves the right, in
its sole discretion, to terminate the discussions contemplated by this Agreement
concerning  the  business  opportunity.

11.     Each Party agrees not to make any public use of or reference to the name
or trademarks (or any name under which COMPANY or MICHIGAN does business) of the
other  Party  (or  the  name  any  employee  or technology of any Party) for any
purpose  whatsoever (including marketing, public relations, advertising, display
or  other  business  purpose),  without  the  prior written consent of the other
Party,  which  consent  may be withheld or granted in the other Party's sole and
absolute  discretion.

12.     The  Parties agree that any xerographically or electronically reproduced
copy of this fully-executed agreement shall have the same legal force and effect
as  any  copy  bearing  original  signatures  of  the  parties.

13.     MICHIGAN  and  COMPANY agree that this Agreement sets forth their entire
understanding concerning confidentiality obligations, and no modification of the
Agreement  will  be  effective  unless  both MICHIGAN and COMPANY agree to it in
writing.

14.     The  parties  hereby  consent  to  the jurisdiction of the courts in the
State of Michigan over any dispute concerning this Agreement or the relationship
between  the  parties.  Should  COMPANY  bring any claim, demand or other action
against  MICHIGAN,  its Regents, fellows, officers, employees or agents, arising
out of this Agreement or the relationship between the parties, COMPANY agrees to
bring  said  action  only  in  the  Michigan  Court  of  Claims.

The  foregoing  is  understood  and  agreed  to:

                                      FOR  THE  REGENTS  OF
FOR  COMPANY                          THE  UNIVERSITY  OF  MICHIGAN


By  /s/  E.  Greg  McCartney          By  /s/  Kenneth  J.  Nisbet
    ------------------------               ------------------------
    (authorized  representative)           Kenneth  J.  Nisbet
                                           Executive Director,
                                           UM Technology Transfer

Typed  Name:  E.  Greg  McCartney
              -------------------

Title:  Chairman  /  CEO
        ----------------
Date:  May  13,  2003                 Date:  May  14,  2003
       --------------                        --------------


<PAGE>