Filed by Automated Filing Services Inc. (604) 609-0244 - Response Biomedical Corp. - Exhibit 4.5






               THIS
  MANAGEMENT AGREEMENT is made effective as of May 1, 2003, 

 BETWEEN:

RESPONSE BIOMEDICAL CORP.,
  a company duly incorporated pursuant to the laws of British Columbia and an
  office at 8855 Northbrook Court, Burnaby, British Columbia, Canada, V5J 5J1
   (the “Company”) 


 AND:

JOANNE STEPHENSON, businesswoman
  having a residence at 1334 Mill Street, North Vancouver, BC, Canada,
  V7K 1V4 
   (the “Executive”) 


  WHEREAS: 

	A.	the Executive has a background in and
        knowledge of the Company’s business and the industry in which it
        is engaged;

	 	 
	B.	the Company is in the business of researching,
        developing and commercializing technologies and systems in the field of
        medical diagnostics;

	 	 
	C.	the Company wishes to retain and the Executive
        has agreed to supply her services on the terms and conditions set out
        in this Agreement, which shall supersede and replace any previous Employment
        Agreement or Consulting Agreement.

       THEREFORE in consideration of the recitals, the
        following covenants and the payment of one dollar made by each party to
        the other, the receipt and sufficiency of which is acknowledged by each
        party, the parties agree on the following terms:

	 	 
	1.  	ENGAGEMENT AND DURATION  

       1.1 Engagement  

       The Company hereby engages the services of the Executive
        as Vice-President, Business Development and the Executive accepts
        such engagement and agrees to provide her services to the Company in such
        capacity. 

       1.2 Term  

       The term of this Agreement shall commence as of the
        date of this Agreement and continue for a period of two years, unless
        and until earlier terminated as set forth herein. 











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	2.  	DUTIES  

       2.1 Performance of Duties  

       The Executive shall act as Vice-President, Business
        Development and the Executive shall perform such services and duties
        as are normally provided by a Vice-President, Business Development
        of a company in a business and of a size similar to the Company’s,
        and such other services and duties as may reasonably be assigned from
        time to time by the directors of the Company. The Executive shall, in
        exercising her powers and performing her functions, act honestly and in
        good faith and in the best interests of the Company, shall exercise the
        care, diligence and skill of a reasonably prudent person, shall devote
        her business time during normal business hours to the business and affairs
        of the Company and, to the extent necessary to discharge the responsibilities
        assigned to the Executive, perform faithfully and efficiently such responsibilities.
      

       2.2 Other Boards or Committees 
      

       The Executive’s performance of reasonable personal,
        civic or charitable activities or the Executive’s service on any
        boards or committees of any private or public companies shall not be deemed
        to interfere with the performance of the Executive’s services and
        responsibilities to the Company pursuant to this Agreement. The Executive
        agrees to inform the Board forthwith in writing upon the Executive being
        appointed to any such board or committee. 

       2.3 Principal Place of Work  

       The Executive shall perform her duties at the Company’s
        operational offices that are currently located at 8855 Northbrook Court,
        Burnaby, British Columbia, V5J 5J1, or at such other location as shall
        be approved by the Board. 

       2.4 Reporting  

       The Executive shall report directly to the President
        and Chief Executive Officer. 

       2.5 Instructions  

       The Executive will, subject to the terms of this Agreement,
        comply promptly and faithfully with all policies set out from time to
        time in the Company’s Employee Manual, and with the Board’s
        reasonable and lawful instructions, directions, requests, rules and regulations.
      

       2.6 Change of Control  

       In the event of a change of control of the Company,
        the Company shall continue to engage and the Executive shall continue
        to serve the Company in the same capacity and have the same authority,
        responsibilities and status as she had as of the date immediately prior
        to the change of control. Following a change of control, the Executive's
        services shall be performed at such location as may be mutually agreed
        upon between the Company and the Executive. For the purposes of this Agreement,
        a “change of control” (the “Change of Control”) shall
        be deemed to have occurred when: 














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	 	(a)
	a person other than the current control
        person of the Company (as that term is defined in the Securities Act
        (British Columbia)) becomes a control person; or

	 	 	 
	 	(b)
	a majority of the directors elected
        at any annual or special general meeting of shareholders of the Company
        are not individuals nominated by the Company's then-incumbent Board.

	 	 
	3.	REMUNERATION AND BENEFITS

       3.1 Salary

       The Company shall pay or provide to the Executive, for
        her services under this Agreement, an annual salary of $100,000,
        payable in 24 equal semi-monthly installments on the first and fifteenth
        day of each month. Should the first or fifteenth day of any month not
        be a business day, the Executive’s semi-monthly installment of salary
        otherwise due on such date shall be paid to the Executive on the immediately
        preceding business day.

       Upon Response securing funding adequate to meet forecasted
        funding requirements to reach positive net cash flow, the annual salary
        shall be increased to a minimum of $125,000. This increase shall
        be retroactive to January 1, 2003.

       3.2 Annual Review

       The annual salary referred to in paragraph 3.1 shall
        be reviewed within 120 days of the end of each fiscal year of the Company
        by the Board or Compensation Committee of the Board (the “Committee”),
        in consultation with the Executive, and may be increased for the following
        fiscal year by such amount as is determined by the Board or the Committee.

       3.3 Reimbursement of Expenses

       The Company shall reimburse the Executive for all reasonable
        expenses incurred by her in the performance of this Agreement provided
        that the Executive provides the Company with written expense accounts
        with respect to each calendar month.

       3.4 Medical and Life Insurance

       The Company shall provide the Executive with group life,
        long-term disability, extended medical and dental insurance coverage in
        accordance with the policies and procedures of the Company in effect and,
        to the extent permissible by law, the Company shall extend medical and
        dental insurance coverage to the Executive's spouse and child dependents.

       3.5 Directors and Officers Liability Insurance

       The Company shall provide the Executive with director's
        and officer's liability insurance appropriate to the nature of her responsibilities
        under this Agreement.

          











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	 	3.6 Vacation

       The Executive shall be entitled to 4 weeks paid
        vacation during each full year of employment with the Company. In addition,
        the Executive shall be entitled to statutory holidays and the number of
        paid holidays provided for under the current policies and procedures of
        the Company.

       3.7 Incentive Bonus Plan

       The Executive will be entitled to earn up to 20%
        of the annual salary through the Company’s proposed milestone-based,
        incentive bonus plan (“Plan”) which is expected to receive prior
        approval by the Board of Directors and come into effect upon the Company
        securing sufficient financing to meet its forecasted funding requirements
        to reach positive net cash flow. The milestones that trigger bonuses under
        the Plan shall be mutually agreed to by the Executive and the President
        and shall be approved by the Board of Directors or the Compensation Committee.

       3.8 Stock Options

       The Executive shall be granted stock options from time
        to time in accordance with the Company’s Stock Option Plan.

       3.9 Other Benefits

       In addition to any other compensation or benefits to
        be received by the Executive pursuant to this Agreement, the Executive
        shall be entitled to participate in all executive benefits which the Company
        may from time to time provide to its senior executives, including the
        granting of stock options as approved by the Board or Committee.

	 	 	 
	4.	NON-COMPETITION

       4.1 Terms

       During the term of this Agreement and for 24 months
        following the termination or expiration of this Agreement, the Executive
        shall not, directly or indirectly:

	 	 	 
	 	(a)
	 own or have any interest in;

	 	 	 
	 	(b) 
	act as an officer, director, agent,
        executive or consultant of; or

	 	 	 
	 	(c) 
	assist in any way or in any capacity;

	 	 	 
	 	any person, firm, association,
        partnership, corporation or other entity (the "Competitive Entity”)
        which is focused on the research, development and commercialization of
        technologies and systems in quantitative point-of-care diagnostics, or
        is otherwise engaged in a business that is substantially similar to and/or
        competes with the business then engaged in by the Company.

       4.2 Ownership of Publicly Traded Securities

       The restriction set out in paragraph 4.1 above shall
        not apply to the Executive’s ownership of less than ten percent of
        the publicly traded securities of any Competitive Entity.













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	 	4.3 Enforceability

       The Executive acknowledges that the restrictions contained
        in paragraph 4.1 are reasonable; however, in the event that any court
        should determine that any of the restrictive covenants contained in paragraphs
        4.1 or 4.2 of this Agreement, or any part thereof, are unenforceable because
        of the duration of such provision or the area covered thereby, such court
        shall have the power to reduce the duration or area of such provision
        and, in its reduced form, such provision shall then be enforceable and
        shall be enforced.

	 	 	 
	5.	CONFIDENTIALITY AND INTELLECTUAL
        PROPERTY ASSIGNMENT

       The Executive shall enter into an “Employee Confidentiality
        and Intellectual Property Assignment Agreement” (the “Employee
        Confidentiality Agreement”). The provisions of the Employee Confidentiality
        Agreement shall survive the termination of this Agreement.

      

	 	 	 
	6.	
        DELIVERY OF RECORDS

         Upon the termination of this Agreement for whatever reason, the Executive
          will deliver to the Company all books, records, lists, brochures and
          other property or intellectual property rights belonging to the Company
          or developed in connection with the business of the Company, and will
          execute such transfer documentation as is necessary to transfer such
          property or intellectual property rights to the Company.

      

	 	 	 
	7.	TERMINATION

       7.1 The Executive’s Right to Terminate

       The Executive may terminate her obligations under this
        Agreement:

	 	 	 
	 	(a) 
	at any time upon by providing 3 months
        written notice to the Company;

	 	 	 
	 	(b) 
	upon a material breach or default of
        any term of this Agreement by the Company if such material breach or default
        has not been remedied within 30 days after written notice of the material
        breach or default has been delivered by the Executive to the Company;
        or

	 	 	 
	 	(c)
	 at any time within 180 days of the
        date on which there is a Change of Control.

	 	 	 
	 	7.2 Company’s Right
        to Terminate

       The Company may terminate the Executive’s employment
        under this Agreement at any time upon the occurrence of any of the following
        events:

	 	 	 
	 	(a)
	 the Executive acting unlawfully, dishonestly,
        with gross negligence, or in bad faith with respect to the business of
        the Company to the extent that it has a material and adverse effect on
        the Company;













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	 	(b)
	the conviction of the Executive of an
        indictable offence under the Criminal Code;

	 	 	 
	 	(c)
	a material breach or default of any
        term of this Agreement by the Executive if such material breach or default
        has not been remedied within 30 days after written notice of the material
        breach or default has been delivered by the Company to the Executive;
        or

	 	 	 
	 	(d)
	the Executive dying or becoming permanently
        disabled or disabled for a period exceeding 180 consecutive days or 180
        days calculated on a cumulative basis over any two year period during
        the term of this Agreement.

	 	 
	 	7.3 Severance Payment

       In the event of the termination of the Executive's employment
        pursuant to subsection 7.1(b) of this Agreement or the Company terminating
        the Executive in breach of this Agreement, the Company shall pay to the
        Executive within thirty (30) working days of such termination a severance
        payment equal to the salary paid to the Executive during the previous
        12 months plus 15% for loss of benefits plus all expenses incurred by
        the Executive up to the date of termination pursuant to section 3.3.

       In the event of the termination of the Executive's employment
        within 180 days of a Change of Control, where the Change of Control results
        from a takeover bid (as defined in the Securities Act (British
        Columbia) and the takeover bid has not been solicited by the Company or
        has not been approved or recommended by the Board of Directors of the
        Company, the Company shall pay to the Executive within thirty (30) working
        days of such termination a severance payment equal to the salary paid
        to the Executive during the previous 24 months plus 15% for loss of benefits
        plus all expenses incurred by the Executive up to the date of termination
        pursuant to section 3.3.

       7.4 Compensation Otherwise Due to the Executive on
        Termination

       In the event of the termination of the Executive's employment
        under this Agreement in circumstances other than those set out in section
        7.3 of this Agreement, the Company shall pay to the Executive the full
        amount of compensation accrued pursuant to section 3.1 of this Agreement
        as of the date of termination.

	 	 
	8.	PERSONAL NATURE

       The obligations and rights of the Executive under this
        Agreement are personal in nature, based upon the singular skill, qualifications
        and experience of the Executive.

	 	 
	9.	RIGHT TO USE EXECUTIVE’S
        NAME AND LIKENESS

       During the term of this Agreement, the Executive hereby
        grants to the Company the right to use the Executive’s name, likeness
        and/or biography in connection with the services performed by the Executive
        under this Agreement and in connection with the advertising or exploitation
        of any project with respect to which the Executive performs services for
        the Company.













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	10.	LEGAL ADVICE

       The Executive hereby represents, warrants and acknowledges
        to the Company that she has had the opportunity to seek and was not prevented
        nor discouraged by the Company from seeking independent legal advice prior
        to the execution and delivery of this Agreement and that, in the event
        that she did not avail herself of that opportunity prior to signing this
        Agreement, she did so voluntarily without any undue pressure by the Company
        or otherwise, and agree that her failure to obtain independent legal advice
        shall not be used by her as a defense to the enforcement of her obligations
        under this Agreement.

	 	 
	11.	WAIVER

       No consent or waiver, express or implied, by any party
        to this Agreement of any breach or default by any other party in the performance
        of its obligations under this Agreement or of any of the terms, covenants
        or conditions of this Agreement shall be deemed or construed to be a consent
        or waiver of any subsequent or continuing breach or default in such party’s
        performance or in the terms, covenants and conditions of this Agreement.
        The failure of any party to this Agreement to assert any claim in a timely
        fashion for any of its rights or remedies under this Agreement shall not
        be construed as a waiver of any such claim and shall not serve to modify,
        alter or restrict any such party’s right to assert such claim at
        any time thereafter.

	 	 
	12.	NOTICES

       12.1 Delivery of Notice

       Any notice relating to this Agreement or required or
        permitted to be given in accordance with this Agreement shall be in writing
        and shall be personally delivered or mailed by registered mail, postage
        prepaid to the address of the parties set out on the first page of this
        Agreement. Any notice shall be deemed to have been received if delivered,
        when delivered, and if mailed, on the fifth day (excluding Saturdays,
        Sundays and holidays) after the mailing thereof. If normal mail service
        is interrupted by strike, slowdown, force majeure or other cause, a notice
        sent by registered mail will not be deemed to be received until actually
        received and the party sending the notice shall utilize any other services
        that have not been so interrupted or shall deliver such notice in order
        to ensure prompt receipt thereof.

       12.2 Change of Address

       Each party to this Agreement may change its address
        for the purpose of this Part 12 by giving written notice of such change
        in the manner provided for in paragraph 12.1.

	 	 
	13.	APPLICABLE LAW

       This Agreement shall be governed by and construed in
        accordance with the laws of the Province of British Columbia and the federal
        laws of the Canada applicable therein, which shall be deemed to be the
        proper law hereof. The parties hereto hereby submit to the jurisdiction
        of the courts of British Columbia. All obligations of the parties under
        this Agreement are subject to receipt of all necessary approvals of the
        applicable securities regulatory authorities.













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	14.	SEVERABILITY

       If any provision of this Agreement for any reason be
        declared invalid, such declaration shall not affect the validity of any
        remaining portion of the Agreement, which remaining portion shall remain
        in full force and effect as if this Agreement had been executed with the
        invalid portion thereof eliminated, and it is hereby declared the intention
        of the parties that they would have executed the remaining portions of
        this Agreement without including therein any such part, parts or portion
        which may, for any reason, be hereafter declared invalid.

	 	 
	15.	ENTIRE AGREEMENT

       This Agreement constitutes the entire agreement between
        the parties hereto and there are no representations or warranties, express
        or implied, statutory or otherwise other than set forth in this Agreement
        and there are no agreements collateral hereto other than as are expressly
        set forth or referred to herein other than the Compensation Waiver Agreement
        dated October 9, 2001 and Stock Option Agreements dated August 1, 1996,
        October 6, 1997, March 23, 2000, February 7, 2001, November 21, 2001,
        and November 20, 2002. This Agreement cannot be amended or supplemented
        except by a written agreement executed by all parties hereto.

	 	 
	16.	ARBITRATION

       In the event of any dispute arising with respect to
        any matter relating to this Agreement, the matter in dispute shall be
        referred to a single arbitrator under the Commercial Arbitration Act
        then in effect in British Columbia.

	 	 
	17.	NON-ASSIGNABILITY

       This Agreement shall not be assigned by any party to
        this Agreement without the prior written consent of the other parties
        to this Agreement.

	 	 
	18.	BURDEN AND BENEFIT

       This Agreement shall enure to the benefit of and be
        binding upon the parties hereto and their respective heirs, executors,
        administrators, successors and permitted assigns.

	 	 
	19.	TIME

       Time is of the essence of this Agreement.










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	20.	COUNTERPARTS

       This Agreement may be executed in counterparts and such
        counterparts together shall constitute one and the same instrument.

       IN WITNESS WHEREOF the parties have duly executed
        this Agreement as of the date set out on the first page.



 

RESPONSE BIOMEDICAL CORP.  

 Per: 

 "Stephen Holmes"                                                    
   

  Stephen Holmes  

 "Joanne Stephenson"                                             

   Joanne Stephenson