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**EXHIBIT 4.23**

**COMBINED INCENTIVE AND NONQUALIFIED STOCK OPTION AGREEMENT**

WHEREAS, Global Precision Medical Inc., a British Columbiacorporation (the "Company"), believes that it is in the best interests of theCompany to make its stock available to selected employees, directors,consultants or independent contractors of or to the Company or any of itspresent or future parent or subsidiary corporations or to any other personproviding good and valuable consideration to the Company, as an inducement tomaintain the initial and/or continuing participation of James Elliott (the"Optionee") within the Company; and WHEREAS the Board of Directors of the Company has granted an incentive ornonqualified stock option to the Optionee under the terms hereof, andWHEREAS the Company has established the Company's 2002 Option Plan (the "Plan")for the purpose of making shares of ownership of the Company available toselected employees, directors, consultants or independent contractors of or tothe Company or any of its present or future parent or subsidiary corporations orto any other person providing good and valuable consideration to the Company,the terms of which Plan are hereby incorporated by reference.NOW THEREFORE, in consideration of the foregoing, the Company and the Optioneehave executed this Agreement evidencing and confirming the issuance by theCompany to the Optionee of an option for the purchase of shares of common stockin accordance with the following terms and conditions: 1.     Definitions:

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"Agreement" means this Combined Incentive and Nonqualified  Stock Option Agreement. "Share(s)" means the share(s) of authorized common  stock of the Company.   "Company" means Global Precision Medical Inc., a British Columbia corporation.  "Date of Grant" means the day on which the Optionee is granted the Stock  Option pursuant to the   terms of this Agreement.  "Optionee" means [name of Optionee].  "Plan" means the 2002 Option Plan.  "Stock Option" means the right to purchase Shares pursuant to the terms of  this Agreement after   such right has been granted as provided herein. 

2.     Grant of Shares and Period ofExercise.     Pursuant to the Plan, the Company herebygrants to the Optionee a Stock Option to purchase a total of 625,000 shares inthe capital stock of the Company (the "Shares"), exercisable for a periodcommencing on September 23, 2002 and expiring on September 23, 2007, exercisableat various prices (the "Exercise Price") for certain amounts as set out below:

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A.     225,000 of the Stock Options    granted hereunder shall be:

(a)     exercisable at the exercise        price of US$1.00 per Share; and        (b)     subject to a vesting period as follows:

                 (i)     25,000 of the Stock Options will vest        immediately;

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(ii)     50,000 Stock Options vest          December 23, 2002;          (iii)     50,000 Stock Options vest March 23,          2003;          (iv)     50,000 Stock Options vest June 23, 2003;          and          (v)     50,000 Stock Options vest September 23,          2003.

B.     200,000 of the Stock Options    granted hereunder shall be:

(a)     exercisable at the exercise        price of US$2.00 per Share; and        (b)     subject to a vesting period as follows:

(i)     50,000 Stock Options vest          December 23, 2003;          (ii)     50,000 Stock Options vest March 23, 2004;          (iii)     50,000 Stock Options vest June 23, 2004;          and          (iv)     50,000 Stock Options vest September 23,          2004.

A.     225,000 of the Stock Options    granted hereunder shall be:

(a)     exercisable at the exercise        price of US$3.00 per Share; and        (b)     subject to a vesting period as follows:

(i)     50,000 Stock Options vest          December 23, 2004;          (ii)     50,000 Stock Options vest March 23, 2005;          (iii)     50,000 Stock Options vest June 23, 2005;          and          (v)     50,000 Stock Options vest September 23,          2005. 

3.     Subject to Plan.    The Stock Option shall be subject to the terms and conditions set out in thePlan. In the event of a conflict between this Agreement and the Plan, thisAgreement shall govern. 4.     Method of Exercise.    The Stock Option shall be exercised by written notice from the Optionee to theCompany. Payment for the full amount of the Exercise Price for the number ofShares specified in the notice shall be made within five (5) business days ofthe notice and shall be made in cash or by certified check. Upon receipt of suchpayment, the Company shall issue and deliver the specified number of Shares tothe Optionee. 5.         Adjustment in CertainEvents.     The Exercise Price and the number and kindof securities purchasable upon the exercise of the Stock Option shall be subjectto adjustment from time to time upon the occurrence of certain events, asfollows: 

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5.1         Reclassification, Consolidation or Merger.     In thecase of any reclassification or change of the Shares issuable upon the exerciseof the Stock Option or in the case of any consolidation or merger of the Companywith or into another corporation (other than a merger with a wholly- ownedsubsidiary in which the Company is a continuing corporation and which does notresult in any reclassification or change of the Shares issuable upon exercise ofthe Stock Option), the Company, or such successor, as the case may be, shallexecute a stock option plan, providing that the Optionee shall have the right toexercise the Stock Option in the same manner as provided herein, and upon suchexercise to receive, in lieu of each unit of ownership theretofore issuable uponexercise of the Stock Option, the number and kind of Shares, other securities,money or property receivable upon such reclassification, change, consolidationor merger by a holder of one Share of the stock. Such new stock option planshall provide for adjustments which shall be as nearly equivalent its may bepracticable to the adjustments provided for in this Section 5. The provisions ofthis subsection 5.1 shall similarly apply to successive reclassifications,changes, consolidations or mergers and shall be construed so as to preserve therelative interest of the Optionee against diminution or dilution as a result ofany such occurrence or occurrences.5.2         Adjustment of ExercisePrice.     The applicable Exercise Price in effect shallbe subject to adjustment (to the nearest tenth of a cent) from time to time ifthe Company declares a dividend or other distribution payable in Shares,subdivides its outstanding Shares into a larger number, or combines itsoutstanding Shares into a smaller number. In any such event, the Exercise Pricein effect immediately prior to such dividend, distribution, subdivision, orcombination, as the case may be, shall forthwith be adjusted to that pricedetermined by multiplying the Exercise Price by a fraction (i) the numerator ofwhich shall be the total number of outstanding Shares prior to such dividend,distribution. subdivision, or combination; and (ii) the denominator of whichshall be the total number of outstanding Shares immediately after such dividend,distribution, subdivision, or combination. 5.3         Adjustment of Number ofShares.     Upon each adjustment in the Exercise Price,the number of Shares purchasable hereunder shall be adjusted, to the nearestwhole share, to the product obtained by multiplying the number of Sharespurchasable immediately prior to such adjustment in the Exercise Price by afraction (i) the numerator of which shall be the Exercise Price immediatelyprior to such adjustment, and (ii) the denominator of which shall be theexercise price immediately after such adjustment.6.         Fractional Shares.    No fractional Shares shall be issued in connection with any exercise hereunder.In the event of any adjustment in the number of Shares covered by any StockOption, any fractional Shares resulting from such adjustment shall bedisregarded and such Stock Option shall cover only the number of full Sharesresulting from such adjustment. 7.         Shares Fully Paid:Reservation of Shares.     All Shares which may beissued upon the exercise of the Stock Option shall, upon issuance, be dulyauthorized, validly issued, fully paid and non-assessable, and free of any liensand encumbrances except for restrictions on transfer provided for herein orunder applicable securities laws. During the period within which the purchaseright represented by the Stock Option may be exercised, the Company shall at alltimes have authorized, and reserved for the purpose of the issue upon exerciseof the purchase right represented by the Stock Option, a sufficient number ofShares to provide for the exercise of the purchase right represented by theStock Option.8.         Rights Prior to Exerciseof Stock Option.     The Optionee shall have no rightsas a shareholder of the Company with respect to any Shares until exercise of theStock Option, payment of the Exercise Price and transfer on the books andrecords of the Company as set forth herein. 9.         Prohibition of Transfer.    No Stock Option granted hereunder may be sold, assigned, transferred, pledged orin any way hypothecated or alienated, voluntarily, involuntarily or by operationof law.

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10.         Warranties of the 0ptionee.     The Stock Option grantedhereunder may be exercised by the Optionee only if at the time of exercise eachof the following is true:10.1        The Optionee is acquiring theShares for the Optionee's own personal account for investment and not for theaccount of any other person(s) and without any intention of selling or making afurther distribution of the Shares;10.2         The Optionee is in afinancial position to hold the Shares for an indefinite period of time and isable to bear the economic risk and withstand a complete loss of the Optionee'sinvestment in the Shares; and 10.3         The Optionee has obtained,to the extent necessary, the Optionee's own personal professional advisor withrespect to the risks inherent in the investment in the Shares, and thesuitability of the investment in the Shares in light of the Optionee's financialcondition and investment needs; and10.4         The Optionee acknowledgesthat, unless otherwise notified in writing by the Company, the Optionee is awarethat: 10.4.1         The Shares have not beenregistered under the Securities Act of 1933, as amended, nor have they beenregistered to qualify under the Securities Act of any of the United States orany other jurisdiction and the Company may or may not register or qualify theShares thereunder; 10.4.2         The Optionee may notlegally sell the Shares unless and until they are registered and/or qualified orunless the Shares qualify for exemption from registration and/or qualificationunder applicable securities laws; 10.4.3         The Optionee agrees thatall Shares acquired pursuant to this Agreement are for investment only and thatsaid Shares shall bear any and all necessary legends and restrictions; 10.4.4         The Company is not areporting issuer as defined in the Securities Act (British Columbia) and,consequently, any Shares acquired by a British Columbia resident on the exerciseof the Stock Option will be subject to an indefinite hold period in BritishColumbia. 11.         The grant of this StockOption, execution of this Agreement or exercise of any portion of this StockOption shall not confer upon the Optionee any right to, or guarantee of,continued employment or association with the Company or any of its subsidiaries,or in any way limit the right of the Company or such subsidiaries to terminateemployment or association of the Optionee. 12.         Governing Law and Venue.This Agreement shall be governed by and construed under the laws of the provinceof British Columbia (without reference to its choice of laws or rules) as if tobe entered into and performed wholly within the province of British Columbia byresidents of the province of British Columbia. Venue of any action arising outof this Agreement shall be had in Vancouver, British Columbia. 13.         Should any provision orportion of this Agreement be held unenforceable or invalid for any reason, theremaining provision and portions shall be unaffected by such holding. 14.         This Agreement constitutesthe sole mid entire agreement of the parties hereto respecting the sale andpurchase of Shares pursuant to the Stock Option and correctly sets for therights, duties and obligations of each to the other with respect to the subjectmatter hereof as of its date. Any prior agreements, promises, negotiations orrepresentations concerning its subject matter not expressly set forth in thisAgreement are of no force or effect. 

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15.         ThisAgreement may be executed in several parts and by facsimile and such parts shalltogether form one original agreement.16.         Any notice of demand whicheither party may give to the other hereunder shall be in writing and shall beeffective when delivered personally or sent by registered mail, postage prepaid,addressed, if to the Optionee, as follows: 

James Elliott908 Tsawwassen Beach RoadDelta, BC V4M 2J3and if to the Company:Global Precision Medical Inc. 536 - 1489 Marine DriveWest Vancouver, BC V7T 1B8Facsimile: (604) 669-1773 DATED as of the 23rd day of September 2002. **OPTIONEE:**                                                                                                                **GLOBAL PRECISION MEDICAL INC.**__________________________                                                                                   /s/ Lindsay Semple                                      [James Elliott]                                                                                                                 [name]

                                                                                                                                       Chief Executive Officer                                                                                                                                                                       [title]