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**EXHIBIT 4.20****LICENSE AND JOINT PRODUCT DEVELOPMENT AGREEMENT**

**AGREEMENT**, made as of this 23rd of September 2002, between **GLOBALMEDICAL SCIENCES LTD.**, a Barbados corporation, having its principal officein the City of Bridgetown, Barbados (hereinafter called "Licensor", acting forthe present purposes by its agent Zecotek Holdings Inc) and Global PrecisionMedical Inc- (formerly San Antonios Resources), a British Columbia corporationhaving its principal office in the City of Vancouver, British Columbia, or itsassignee San Antonios Resources (USA) Inc, its wholly-owned subsidiary("Licensee")WHEREAS Licensor is the lawful owner of intellectual property rights in aspecified medical device known as the Urethral Stent (the "Stent"), havingacquired these rights from the scientists listed in Appendix A,WHEREAS Licensor acquired these intellectual property rights for the purpose ofentering into the present joint licensing and development agreement having theexpress purpose of allowing the Stent to be taken to market after furtherdevelopment;WHEREAS the intent of the parties is that the Licensor be active in all aspectsof the project to eventually take the Stent to market;WHEREAS Licensee wishes to enter into the present agreement to licence theLicensor's intellectual property rights in the Stent for the full term of thepatent rights on the Stent, and to provide for the ongoing participation of theLicensor in further developing the Stent and taking it to market, said presentagreement being made in consideration for the issuance to the Licensor of fullyparticipating common shares in Licensee;NOW, THEREFORE, in consideration of the mutual terms and conditions set forthherein, the parties hereto agree as follows:

**ARTICLE IDEFINITIONS AND INTERPRETATION**

**1.1**         In this Agreement,a)         "Agreement" shall mean thisAgreement and all instruments supplemental hereto or in amendment orconfirmation hereof, "herein", "hereof', "hereto",            "hereunder"and similar expressions mean and refer to this Agreement and not            to anyparticular Article, Section, Subsection or other subdivision-, "Article",            "Section","Subsection" or other subdivision of this Agreement means and            refers to thespecified Article, Section, Subsection or other subdivision of this            Agreement.b)         "Books and Records" shallmean all books, records, files and documentation            (in whatevermedium and wherever situated) of the Licensee-, for greater            certainty,the phrase "Books and Records" shall include, without limitation, all 

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statements, budgets, projections, books, ledgers, records, financial records,accounting records, consents, approvals, authorizations, written Contracts. Taxreturns, Employee files, retiree files, insurance policies, Benefit Plans,documentation, evidence or indication of ownership of the Licensor in and to anyPurchased Asset, all records and correspondence which pertain to its business;c)         "Closing" shall mean thecornpletion of the transaction of licence contemplated herein;d)         "Closing Date" shall meanSeptember 23, 2002;e)         "Company" shall mean GlobalMedical Sciences Ltd and any subsidiary thereof:f)         "Improvements" means theaddition to the Stent of characteristics different than than present at of theClosing Date-,g)         "Insolvency Event" shall meanany event where the Company becomes insolvent, bankrupt, or, as a result of apurported insolvency, is subject to any          court order having the effect of entrusting its management to a third partyreceiver or similar person for the purpose of managing the Company or itsassets,h)         "Intellectual PropertyRights" shall mean (i) all domestic and foreign Patents, trade marks, tradenames, service marks, copyrights, industrial designs, trade secrets, inventions,know-how, technology, (ii) all registrations and applications for registrationof intellectual property, and (iii) all ongoing research and development workundertaken in accordance with Article 2.2,i)         "Material Event of Default"shall mean any of the following events which compromises materially the abilityof Licensee to execute on the Permitted Uses of the Stent, and which has notbeen remedied by Licensee within thirty (30) davs from the day that Licensorprovides notice to Licensor of such breach:

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a)     the breach by Licensee of the    representations and warranties provided        herein,    b)     the Licensee is subject to an Insolvency Event;    c)     non-performance by the Licensee of its    obligations;    d)     the Licensee commences to carry on business in a    non-medical area        without the Licensor's consent,

j)         "Licence" shall mean therights granted to Licensee under the present Licence Agreement;k)         "Licensed Property", shallmean the Licensor's Intellectual Property Rights in the Stent;l)         "Patents" shall mean thepatents and patent pending applications Iisted in Appendix B hereof;I - 

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m)         "Permitted Countries" shallmean every country for which Licensee shall have (a) obtained RegulatoryApproval in respect of the Stent and (b) established that, to the best of itsknowledge, the use of the Stent in such country does not violate IntellectualProperty Rights of third parties;n)         "Permitted Uses" shall meanthe right to manufacture, produce, sell and otherwise commercialize the Stent inthe Permitted Countries, which right shall not however include the right togrant sub-licences in respect of the Stent except with the Licensor's approval;o)         "Regulatory Approval" shallmean the obtention (1) in Canada and the U.S., of a Certificate of Free Sale;(2) in the European Community, of a "CE Mark" (Conformit6 Europ6enne Mark), and(3) in other countries of an equivalent authorization to exploit the Stent insuch country,p)         "Scientists" shall mean theindividuals listed on Appendix A;q)         "Speciried Consideration"shall mean the issuance by Licensee of shares representing fifty percent anequal number of fully participating common shares in its capital stock that areissued and outstanding immediately before Closing Date;r)         "Stent" shall mean the devicedescribed in the Patents,

**ARTICLE 2SCOPE OF AGREEMENT**

**2.1**         Licensor presentlygrants to Licensee an exclusive worldwide license to use the Licensed Propertyin accordance of the Permitted Uses thereof in any        Permitted Country, in consideration of the Specified Consideration.**2.2**         Licensee agrees to solicense the Licensed property provided the Licensor undertakes to continueactively the further development of the Stent by        committing to research and development work by the Scientists or a number ofScientists, as the context may require, by means of ongoing revolving researchand development agreements between the Licensor and the Scientists.Consideration for such research and development will be paid in accordance withagreed arm's length terms and will consequently be in addition to the SpecifiedConsideration. Licensor also agrees to provide management support services on anactive and regular basis to the Licensee. 

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**ARTICLE 3WARRANTIES AND REPRESENTATIONS**

**Representations and Warranties of the Licensor****3.1**         The Licensorrepresents and warrants to the Licensee as follows and acknowledges that theLicensee is relying upon such representations and warranties in connection withthe licence by the Licensee of the Licensed Property and that the Licensee wouldnot have entered into this Agreement without such representations andwarranties:a)         **Due Incorporation**.    The Licensor:

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i)          is    duly incorporated, validly existing and in good standing under the laws of    its jurisdiction of incorporation; and    ii)         has all necessary    corporate power and authority to own and licence the Licensed Property,

b)         **Due Authorization**.    The Licensor has the necessary corporate power and authority to execute thisAgreement and to perform its obligations hereunder. The execution of thisAgreement by the Licensor and the performance by the Licensor of its obligationshereunder has been duly authorized by all necessary action on its part. Suchexecution and performance by the Licensor does not require any action or consentof, any registration with, or notification to, any person, or any action orconsent under any Laws to which the Licensor is subject.c)         **Enforceability**.This Agreement constitutes a legal, valid and binding obligation of the Licensorenforceable against it in accordance with its terms.d)         **No conflict**.The execution of this Agreement, the consummation of the transactionscontemplated herein, the performance by the Licensor of its obligationshereunder and the compliance by the Licensor with this Agreement do not:

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i)         violate,    contravene or breach, or constitute a default under, the constating    instruments or by-laws of the Licensor-,    ii)         violate, contravene or    breach, or constitute a default under any contract, agreement, indenture,    instrument, or commitment to which the Licensor or any Subsidiary may be a    party, or their properties may be subject, or by which any of them is bound    or affected:    iii)         violate, contravene or    breach any Laws.

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e)         **Ownership**.     The Licensor is the rightful owner ofany and all of the Intellectual Property Rights in the Stent licensed toLicensee as of the Closing Date and on an ongoing basis as the case may be.f)         **Claims**.    There are no claims, demands or contestations by any person of which theLicensor is aware that may diminish the value of the Intellectual PropertyRights in the Stent licensed by Licensee.g)        **Third parties**.    The Licensor has obtained any approval required from a thirdparty to allow it to proceed with this Agreement and to licence the IntellectualProperty Rights in the Stent to Licensee. 

**Representations and Warranties of the Licensee**.**3.2**         The Licenseerepresents and warrants to the Licensor as follows and acknowledges that theLicensor is relying upon such representations and warranties and that theLicensor would not have entered into this Agreement without such representationsand warranties:a)         **Due Incorporation**.        The Licensee is duly incorporated, validly existing and in good standing underthe laws of its jurisdiction of incorporation and has   the necessarycorporate power to own or lease its properties and to carry on its business assuch business is presently conducted.b)         **Due Authorization**.The Licensee has the necessary corporate power and authority to execute thisAgreement and to perform its obligations hereunder. The execution of thisAgreement by the Licensee and the performance by the Licensee of its obligationshereunder have been duly authorized by all necessary corporate action on itspart. Such execution and performance by the Licensee does not require any actionor consent of, any registration with, or notification to, any Person, or anyaction or consent under any Laws to which the Licensee is subject,c)         **Enforceability**.This Agreement constitutes a legal, valid and binding obligation of theLicensee, enforceable against A in accordance with its terms.d)         **No Conflict**.The execution of this Agreement, the consummation of the transactionscontemplated herein, the performance by the Licensee of its obligationshereunder and the compliance by the Licensee with this Agreement do not violate,contravene or breach, or constitute a default under, the constating instrumentsor by-laws of the Licensee.e)         **No Broker**.Neither the Licensee nor any of its shareholders, directors, officers, employeesor agents has employed or incurred any liability to any broker, finder or agentfor any brokerage fees, finders fees, commissions or other amounts with respectto this Agreement or any of the transactions contemplated hereby.f)         **No claims**.There are no actions, claims. investigations, arbitrations or other proceedings(whether or not on behalf of the Licensee) pending or threatened to restrain,enjoin or invalidate any transaction contemplated by this Agreement, or 

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           that may in the future materially change the financial position of the Licenseeas of the Closing Date.g)         **Securities compliance**.The Company is in good standing and has fully complied up to the Closing Datewith all obligations and requirements imposed by    anysecurities law, regulation and policy statements including, without limitationthat which applies under US securities legislation and any relevant stockexchange. 

**ARTICLE IVCOVENANTS OF THE LICENSOR**

**4.1**        Intellectual PropertyRights.         The Licensor agrees thatthe Licensee may, in its own name, take the necessary steps to file and registerthe Intellectual Property Rights that are necessary for the exploitation of theStent in any territory in the world.

**ARTICLE VCOVENANTS OF THE LICENSEE**

**5.1**        The Licensee shall, on theClosing Date, deliver to the Licensor at the place of Closing a sharecertificate representing the Specified Consideration,**5.2**        **Ongoing covenants**.    The Licensee shall:

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a)         devote    all of its efforts to exploiting the Stent so as to maximize the Licensee's    financial returns, which shall include, without limitation, obtaining    Regulatory Approval for commercialization in every territory where there is    a material market for the Stent;    b)         in every territory where    the Licensee shall exploit the Stent, it shall make the required filings and    registrations to ensure protection of the Licensor's Intellectual Property    Rights and shall, in this respect, comply with Article IV.

**ARTICLE VISURVIVAL OF REPRESENTATIONS AND WARRANTIES**

**6.1**        The representations andwarranties of the Licensor contained in this Agreement, shall survive thecompletion of the transactions contemplated by this          Agreement. 

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**ARTICLE VIICONDITIONS OF CLOSING**

**7.1**        **Conditions for theBenefit of the Licensee**.     This Agreement issubject to the following conditions, each of which is hereby declared to be forthe exclusive benefit of the Licensee. Each condition is to be performed orcomplied with in all respects at or prior to the Closing Date:

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a)         **Truth of Representations-and Warranties of the Licensor**. The    representations and warranties of the Licensor contained in this Agreement    or in any Schedule annexed hereto or in any certificate or other document    delivered or given pursuant to this Agreement (considered individually and    collectively), shall have been accurate in all material respects as of the    date of this Agreement, and shall be true and correct in all material    respects as of the Closing Date as though made on such date.    b)         **Third Party    Approvals**. There shall have been obtained from all appropriate    Persons all approvals, consents and assurances, in form and substance    reasonably satisfactory to the Licensee's legal counsel, necessary in order    to permit the transactions contemplated herein to be completed without    affecting or resulting in the termination, cancellation, modification,    amendment, variation or renegotiation of this Agreement.    c)         **No Material Change**.    From the date hereof up to and including the Closing Date, there shall have    been no material adverse change in the business, operations, properties,    prospects or condition of the Licensor in connection with the Business and    the Subsidiaries, nor shall any change of Law have occurred which, in the    reasonable opinion of the Licensee, materially and adversely affects or may    materially and adversely affect the Licensor or any Subsidiary.    d)         **Litigation**.    There shall be no actions, claims, investigations, arbitrations or other    proceedings pending or threatened to restrain, enjoin or invalidate any    transaction contemplated by this Agreement,

**7.2**         **Non-complience**.       If any of the conditions of this Section 7.1 has not been satisfied as of theClosing Date, or if the Licensee is not satisfied for any reason whatsoever withthe results of its due diligence investigation, or if Closing has not occurredby for reasons other than the Licensee's failure to comply with its obligationsunder this Agreement, the Licensee may, at its option, either (i) terminate thisAgreement by notice to the Licensor at any time prior to the Closing withoutfurther formality, or (ii) proceed with the Closing, without prejudice, ineither case, to the Licensee's other rights, recourses and remedies.**7.3**         **Conditions forthe Benefit of the Licensor**.     This Agreement issubject to the following conditions, each of which is hereby declared to be forthe exclusive benefit of the Licensor. Each condition is to be performed orcomplied with in all respects at or prior to the Closing Date.

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a)         **Truth of    representations and Warranties of the Licensee**.        The representations and warranties of the Licensee contained in this    Agreement or in any certificate or other document delivered or given    pursuant to this Agreement (considered individually and collectively), shall    have been accurate in all material aspects as of the date of this Agreement,    and shall be true and correct in all material respects as of the Closing    Date as though made on such date.

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b)         **Financial Statements and tax returns**. The Licensee shall provide,    for review by the Licensor:

(i)         its      audited financial statements for the past four fiscal years:      (ii)        its tax federal and      provincial income tax returns for the past four years as well as relevant      notices of assessment and reassessment-,      (iii)       an opinion from the Company's      legal counsel certifying that the Company is in good standing in relation      to applicable corporate and securities laws.      (iv)       Copy of any contract which, as of      the Closing Date, binds the Company to pay, after the Closing Date, any      amount in excess of $1,000.

**7.4**        **Non-compliance**.    If any of the conditions of this Section 7.3 has not been satisfied as of theClosing Date, or if the Licensee is not satisfied for any reason whatsoever withthe results of its due diligence investigation, or if Closing has not occurredby for reasons other than the Licenseds failure to comply with its obligationsunder this Agreement, the Licensee may, at its option, either (1) terminate thisAgreement by notice to the Licensor at any time prior to the Closing withoutfurther formality, or (ii) proceed with the Closing, without prejudice, ineither case, to the Licensee's other rights, recourses and remedies. 

**ARTICLE VIIITERMINATION**

**8.1**     **Termination of Licence**

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This Licence shall automatically terminate if there is a  Material Event of Default in which case all rights presently granted to  Licensee by Licensor by virtue of the present Agreement shall be retroceded to  Licensor without consideration, effective on the day that Licensor notifies  Licensee of such breach.

**ARTICLE IXMISCELLANEOUS**

**9.1**     **Announcements**.    Prior to Closing, any press release, public announcement or publicity withrespect to the transaction contemplated in this Agreement shall be made onlywith the prior written consent of the Parties unless such release, announcementor publicity is required by Law, in which case the Party required to make suchrelease, announcement or publicity shall use its best efforts to obtain approvalof the other Party to the form, nature and extent of such disclosure, whichapproval shall not be unreasonably withheld, After the Closing, any such pressrelease, public announcement or publicity by the Licensor shall be made onlywith the prior written consent of the Licensee unless such release, announcementor publicity is required by Law, in which case the Licensor shall use its bestefforts to obtain the Licensee's approval to the form, nature and extent of suchdisclosure, which approval shall not be unreasonably withheld. Unless otherwisedetermined by a court of competent jurisdiction, the Parties shall keep thisAgreement strictly

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confidential and make no disclosure thereof to any person exceptthe Parties, counsel and advisors and except as may be required in connectionwith the consummation of the transactions contemplated hereby or as may berequired by law, without the prior written consent of the other Party,**9.2 **   **Further Assurances**.    Each Party upon the request of the other, whether at or after the Closing, shalldo, execute, acknowledge and deliver or cause to be done, executed, acknowledgedor delivered all such further acts, deeds, documents, assignments, transfers,conveyances, powers of attorney and assurances as may be reasonably necessary ordesirable to effect complete consummation of the transactions contemplated bythis Agreement.**9.3**     **Successors In Interest**.    This Agreement and the provisions hereof shall enure to the benefit of and bebinding upon the Parties and their respective successors and assigns. TheLicensor may not assign this Agreement or any of his rights and obligationshereunder without the prior written consent of the Licensee, The Licensee mayassign this Agreement and all of the Licensee's rights and obligations hereunderto an affiliate provided however, that such assignment shall not relieve theLicensee of its obligations hereunder.**9.4**     **Expenses**.       the Licensor shall bear and pay all costs, expenses and fees (including, withoutlimitation, legal counsel and accounting fees and disbursements) incurred by theLicensor in connection with the preparation, execution and consummation of thisAgreement and the transactions contemplated hereunder. The Licensee shall bearand pay all costs, expenses and fees (including, without limitation, legalcounsel and accounting fees and disbursements) incurred by it in connection withthe preparation, execution and consummation of this Agreement and thetransactions contemplated hereunder,**9.5 **   **Counterparts**.    This Agreement may be executed in one or more counterparts, each of which whenso executed shall be deemed an original, and such counterparts together shallconstitute one and the same instrument.**9.6**    **Severability**.    Any Article, Section, Subsection or other subdivision of this Agreement or anyother provision of this Agreement which is, or becornes illegal, invalid orunenforceable shall be severed herefrom and shall be ineffective to the extentof such illegality, invalidity or unenforceability and shall not affect orimpair the remaining provisions hereof, which provisions shall (a) be severedfrom any illegal, invalid or unenforceable Article, Section, Subsection or othersubdivision of this Agreement or any other provision of this Agreement, and (b)otherwise remain in full force and effect.**9.7 **   **Governing Law**.    This Agreement shall be governed by and interpreted and construed in accordancewith the laws presently in force in the Province of British Columbia.**9.8 **   **Entire Agreement**.    This Agreement, including the Schedules, constitutes the entire Agreementbetween the Parties pertaining to the subject matter hereof, and supersedes allprior agreements, understandings, negotiations and discussions of the Parties.**9.9 **   **Inconsistency**.    This Agreement shall override the Schedules annexed hereto to theextent of any inconsistency.

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**9.10**    **Gender**.     Anyreference in this Agreement to any gender shall include both genders and theneuter, and words herein importing the singular number only shall include theplural and vice versa.**9.11**     **Currency**.    All of the dollar amounts mentioned in this Agreement or in the Schedulesannexed hereto shall be in Canadian funds, unless otherwise specificallydenominated**9.12**     **Headings**.    The headings in this Agreement are inserted for convenience of reference onlyand shall not affect the interpretation hereof.**9.13**    **Amendment**.    No amendment shall be binding unless expressly provided in aninstrument duly executed by the Parties.**9.14**     **Waiver**.    No waiver, whether by conduct or otherwise, of any of the provisions of thisAgreement shall be deemed to constitute a waiver of any other provisions(whether or not similar) nor shall such waiver constitute a continuing waiverunless otherwise expressly provided in an instrument duly executed by theParties to be bound thereby.**9.15**     For greater certainty, it is provided that,provided the Licensee has assigned its rights in the letter of intent regardingthe Stent before Closing to San Antonios Resources (USA) Inc., its USsubsidiary, the present agreement shall be read as being made directly with suchUS subsidiary as Licensee. Accordingly, Global Precision Medical Inc. shall beconstrued to have assigned before Closing only its rights under the letter ofintent and not the present Agreement or any intellectual property rights grantedby the present Agreement.**9.16**     Zecotek Holdings Inc. is presently acting asa agent under a pre-incorporation contract with Global Medical Sciences Ltd. Assoon as possible after Closing, Global Medical Sciences Ltd shall beincorporated and shall ratify the present Agreement and declare Itself bound byit as of Closing with the legal effect that the present Agreement shall beconstrued as having been concluded on Closing directly with Global MedicalSciences Ltd. In the event that Global Medical Sciences Ltd. is not incorporatedor does not so ratify the present Agreement, the present agreement shall beconsidered to have been concluded with Zecotek Holdings Inc acting asprincipal.. Zecotek Holdings presently declares that it has boon given theauthority to so act by the Scientists and to enter into the present Agreement onthis basis and on these conditions.

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**9.17**    **Retrocession**.    In the event that the Board of the Licensee resolves to abandon the pursuit ofthe Stent Intellectual Property Rights, these rights shall be retroceded to thelicensor without consideration without further claim or right by the Licensee.**IN WITNESS WHEREOF**, the Parties have executed this Agreement on the dateand at the place first above mentioned.Witnesses:

                                                                                                             ** [LICENSOR]**

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ZECOTEK HOLDINGS INC.                    Acting as agent under a                     Pre-incorporation contract                    For the benefit of Global Medical                    Sciences Ltd.

 

/s/_Lindsay Semple_____                                                            Per: /s/ Michel CoderreName:                                                                                         Name: Michel Coderre                                                                                                   Title: CEO

**[LICENSEE]**

/s/ Boris Weiss__________                                                         Per: _/s/ Lindsay Semple Name:                                                                                         Name: Lindsay Semple                                                                                                   Title: CEO

 

**APPENDIX ASTENT SCIENTISTS**

Kovneristy, July KVytoulev, Oleg A.Goncharenko, Boris A,Kulapov, Anatoly KPartosh, Victor T.Ivanov, Alexei V.Cherkasov, Valery A.