----

**EXHIBIT 4.22**

**COMBINED INCENTIVE AND NONQUALIFIED STOCK OPTION AGREEMENT**

        WHEREAS, Global Precision MedicalInc., a British Columbia corporation (the "Company"), believes that it is in thebest interests of the Company to make its stock available to selected employees,directors, consultants or independent contractors of or to the Company or any ofits present 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 Lindsay Semple (the"Optionee") within the Company; and         WHEREAS the Board of Directors of theCompany has granted an incentive or nonqualified stock option to the Optioneeunder the terms hereof, and        WHEREAS the Company has establishedthe Company's 2002 Option Plan (the "Plan") for the purpose of making shares ofownership of the Company available to selected employees, directors, consultantsor independent contractors of or to the Company or any of its present or futureparent or subsidiary corporations or to any other person providing good andvaluable consideration to the Company, the terms of which Plan are herebyincorporated by reference.        NOW THEREFORE, in consideration ofthe foregoing, the Company and the Optionee have executed this Agreementevidencing and confirming the issuance by the Company to the Optionee of anoption for the purchase of shares of common stock in accordance with thefollowing terms and conditions: 1.     Definitions:

> 
"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 of Exercise.    Pursuant to the Plan, the company hereby grants to the Optionee a Stock Optionto purchase a total of 25,000

> 
shares in the capital stock of the Company (the "Shares") exercisable at  the exercise price of US$1.00 per Share (the "Exercise Price").  The Stock Option granted hereunder shall be exercisable for a period  commencing on September 23, 2002 and expiring on September 23, 2007. 

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, this Agreement shallgovern. 

----

 

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 ExercisePrice 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 Certain Events.    The Exercise Price and the number and kind of securities purchasable upon theexercise of the Stock Option shall be subject to adjustment from time to timeupon the occurrence of certain events, as follows: 

5.1     Reclassification, Consolidation or Merger.In the case of any reclassification or change of the Shares issuable upon theexercise of the Stock Option or in the case of any consolidation or merger ofthe Company with or into another corporation (other than a merger with a wholly-owned subsidiary in which the Company is a continuing corporation and which doesnot result in any reclassification or change of the Shares issuable uponexercise of the Stock Option), the Company, or such successor, as the case maybe, shall execute a stock option plan, providing that the Optionee shall havethe right to exercise the Stock Option in the same manner as provided herein,and upon such exercise to receive, in lieu of each unit of ownership theretoforeissuable upon exercise of the Stock Option, the number and kind of Shares, othersecurities, money or property receivable upon such reclassification, change,consolidation or merger by a holder of one Share of the stock. Such new stockoption plan shall provide for adjustments which shall be as nearly equivalentits may be practicable to the adjustments provided for in this Section 5. Theprovisions of this subsection 5.1 shall similarly apply to successivereclassifications, changes, consolidations or mergers and shall be construed soas to preserve the relative interest of the Optionee against diminution ordilution as a result of any such occurrence or occurrences.5.2     Adjustment of Exercise Price. The applicableExercise Price in effect shall be subject to adjustment (to the nearest tenth ofa cent) from time to time if the Company declares a dividend or otherdistribution payable in Shares, subdivides its outstanding Shares into a largernumber, or combines its outstanding Shares into a smaller number. In any suchevent, the Exercise Price in effect immediately prior to such dividend,distribution, subdivision, or combination, as the case may be, shall forthwithbe adjusted to that price determined by multiplying the Exercise Price by afraction (i) the numerator of which shall be the total number of outstandingShares prior to such dividend, distribution. subdivision, or combination; and(ii) the denominator of which shall be the total number of outstanding Sharesimmediately after such dividend, distribution, subdivision, or combination. 5.3     Adjustment of Number of Shares. Upon eachadjustment in the Exercise Price, the number of Shares purchasable hereundershall be adjusted, to the nearest whole share, to the product obtained bymultiplying the number of Shares purchasable immediately prior to suchadjustment in the Exercise Price by a fraction (i) the numerator of which shallbe the Exercise Price immediately prior to such adjustment, and (ii) thedenominator of which shall be the exercise price immediately after suchadjustment.6.     Fractional Shares. No fractional Shares shallbe issued in connection with any exercise hereunder. In the event of anyadjustment in the number of Shares covered by any Stock Option, any fractionalShares resulting from such adjustment shall be disregarded and such Stock Optionshall cover only the number of full Shares resulting from such adjustment. 7.     Shares Fully Paid: Reservation of Shares. AllShares which may be issued upon the exercise of the Stock Option shall, uponissuance, be duly authorized, validly issued, fully paid and non-assessable, andfree of any liens and encumbrances except for restrictions on transfer providedfor herein or under applicable securities laws. During the period within whichthe purchase right represented by the Stock Option may be exercised, the Companyshall at all times have authorized, and reserved for the purpose of the issueupon exercise of the purchase right represented by the Stock Option, asufficient number of Shares to provide for the exercise of the purchase rightrepresented by the Stock Option.

----

8.     Rights Prior to Exercise of Stock Option.The Optionee shall have no rights as a shareholder of the Company with respectto any Shares until exercise of the Stock Option, payment of the Exercise Priceand transfer on the books and records of the Company as set forth herein. 9.     Prohibition of Transfer. No Stock Optiongranted hereunder may be sold, assigned, transferred, pledged or in any wayhypothecated or alienated, voluntarily, involuntarily or by operation of law.10.     Warranties of the 0ptionee. The Stock Optiongranted hereunder may be exercised by the Optionee only if at the time ofexercise each of the following is true:10.1     The Optionee is acquiring the Shares for theOptionee's own personal account for investment and not for the account of anyother person(s) and without any intention of selling or making a furtherdistribution of the Shares;10.2     The Optionee is in a financial position to hold theShares for an indefinite period of time and is able to bear the economic riskand withstand a complete loss of the Optionee's investment in the Shares; and10.3     The Optionee has obtained, to the extent necessary,the Optionee's own personal professional advisor with respect to the risksinherent in the investment in the Shares, and the suitability of the investmentin the Shares in light of the Optionee's financial condition and investmentneeds; and10.4     The Optionee acknowledges that, unless otherwisenotified in writing by the Company, the Optionee is aware that: 10.4.1     The Shares have not been registered under theSecurities Act of 1933, as amended, nor have they been registered to qualifyunder the Securities Act of any of the United States or any other jurisdictionand the Company may or may not register or qualify the Shares thereunder; 10.4.2     The Optionee may not legally sell the Sharesunless and until they are registered and/or qualified or unless the Sharesqualify for exemption from registration and/or qualification under applicablesecurities laws; 10.4.3     The Optionee agrees that all Shares acquiredpursuant to this Agreement are for investment only and that said Shares shallbear any and all necessary legends and restrictions; 10.4.4     The Company is not a reporting issuer as definedin the Securities Act (British Columbia) and, consequently, any Shares acquiredby a British Columbia resident on the exercise of the Stock Option will besubject to an indefinite hold period in British Columbia. 11.     The grant of this Stock Option, execution of thisAgreement or exercise of any portion of this Stock Option shall not confer uponthe Optionee any right to, or guarantee of, continued employment or associationwith the Company or any of its subsidiaries, or in any way limit the right ofthe Company or such subsidiaries to terminate employment or association of theOptionee. 12.     Governing Law and Venue. This Agreement shallbe governed by and construed under the laws of the province of British Columbia(without reference to its choice of laws or rules) as if to be entered into andperformed wholly within the province of British Columbia by residents of theprovince of British Columbia. Venue of any action arising out of this Agreementshall be had in Vancouver, British Columbia. 

----

13.     Should any provision or portion of this Agreementbe held unenforceable or invalid for any reason, the remaining provision andportions shall be unaffected by such holding. 14.     This Agreement constitutes the sole mid entireagreement of the parties hereto respecting the sale and purchase of Sharespursuant to the Stock Option and correctly sets for the rights, duties andobligations of each to the other with respect to the subject matter hereof as ofits date. Any prior agreements, promises, negotiations or representationsconcerning its subject matter not expressly set forth in this Agreement are ofno force or effect. 15.     This Agreement may be executed in several parts andby facsimile and such parts shall together form one original agreement.16.     Any notice of demand which either party may give tothe other hereunder shall be in writing and shall be effective when deliveredpersonally or sent by registered mail, postage prepaid, addressed, if to theOptionee, as follows: 

Lindsay Semple#536 - 1489 Marine DriveWest Vancouver, BC V7T1B8and 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.**_________________________________                                                                        _____________________________________Signature                                                                                                                            [name]                                                                                                                                           _____________________________________                                                                                                                                           [title]