**EXHIBIT 10.9**
**CONSULTING AGREEMENT**
THIS AGREEMENT, dated for reference the 1st day of February, 2005
BETWEEN:
**GENEMAX CORP.**, a Nevada company having an office at Suite 400 — 1681Chestnut Street, Vancouver, British Columbia, V6J 4M6
(the “Company”);
AND:
**RONALD HANDFORD**, Businessman, 3432 West 13th Street, Vancouver,British Columbia, V6R 2S1
(the “Consultant”).
WHEREAS:
A. The Company is in the biotechnology business, specializing in the discovery and development ofimmunotherapeutics;
B. The Consultant will be resigning as the Company’s Chief Executive Officer, however, the Companywishes to engage the Consultant to provide transitional assistance on a consulting basis with theCompany, and the Consultant is prepared to provide consulting services to the Company on the termsand conditions of this Agreement;
THEREFORE, in consideration of the mutual promises in this Agreement, the parties agree as follows:
**1. ENGAGEMENT**
1.1 The Company engages the Consultant to provide, and the Consultant agrees to provide to theCompany, from time to time, advice and assistance with respect to:
 (a)  ongoing continuous reporting obligations;  (b)  attending regular management meetings with senior management and key personnelof the Company;  (c)  providing corporate development and corporate finance assistance and advice inall matters relating to the Company;  (d)  assisting the Company in maintaining its relationship with its bankers andfacilitating new relationships with lenders;

 

 

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 (e)  providing assistance in seeking additional debt or equity financing for theCompany;  (f)  providing market and business plan consultation;  (g)  preparing business and updated progress reports; and  (h)  advising with regard to potential joint ventures, acquisitions, projects,mergers, takeovers or other corporate reorganizations.
**2. TERM AND TERMINATION**
2.1 This Agreement will be for an initial term of one month with effect from the date (the“Commencement Date”) that is the first business day following the date of closing of a privateplacement offering (the “Offering”) of securities of the Company raising gross proceeds ofapproximately US$1,000,000, currently expected to complete in February 2005. This Agreement willbe automatically renewed for successive one month periods unless either the Company gives to theConsultant or the Consultant gives to the Company written notice of the termination of thisAgreement, not less than 30 days prior to the expiry of the initial term or a subsequent term ofthis Agreement.
2.2 This Agreement may be terminated at any time by either party by the provision to the other of30 days written notice of such termination.
2.3 On termination or expiry of the term of this Agreement, the Consultant will return all propertyof the Company then in its possession, including any office equipment, automobiles, correspondence,documents, computer disks, notebooks, video and audio equipment and tapes, files and other tangibleproperty.
**3. REMUNERATION AND REIMBURSEMENT**
3.1 In consideration for the services to be provided to the Company by the Consultant under thisAgreement, the Company will:
 (a)  commencing on the Commencement Date, pay to the Consultant the sum of $8,333.33plus GST monthly on the fifth business day of the month following the month in respectof which the payment is made;  (b)  grant to the Consultant, as soon as reasonably practicable following thecompletion of the Offering, stock options to purchase 400,000 previously unissuedcommon shares in the capital of the Company, exercisable at such price as determined inaccordance with and subject to the terms and conditions of the Company’s stock optionplan; and  (c)  reimburse the Consultant for all out of pocket expenses reasonably, actuallyand properly incurred by them in connection with the performance of the duties of theConsultant under this Agreement.

 

 

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3.2 It is acknowledged and agreed that all references to the issuance of shares pursuant to thisAgreement, including through stock options and debt settlement, refer to pre-consolidation sharesin the capital of the Company.
3.3 The Consultant agrees that all stock options previously granted to the Consultant will becancelled pursuant to the Company’s corporate reorganization plan.
**4. DUTIES OF THE CONSULTANT**
During the term of this Agreement, the Consultant will:
 (a)  provide the services required under this Agreement honestly and diligently, andwill use its best efforts to serve the Company and promote its interests;  (b)  obey and carry out all lawful and reasonable instructions, rules and policies,orders and directions as given to it by the board of directors and the senior officersof the Company; and  (c)  keep itself informed of and comply with all applicable laws and policiesrelating to the provision of its services under this Agreement.
**5. CONFIDENTIAL INFORMATION**
5.1 The Consultant will not, directly or indirectly, use, disseminate, disclose, communicate,divulge, reveal, publish, use for its own benefit, copy, make notes of, input into a computer database or preserve in any way any confidential information relating the Company, whether during theterm of this Agreement or thereafter, unless it first receives written permission to do so from anauthorized officer of the Company.
5.2 For the purposes of this Agreement, “confidential information”, includes, but is not limitedto, information disclosed to or acquired by the Consultant relating to the business of the Company,its projects or the personal affairs of the directors, officers and shareholders of the Company,including information developed or gathered by the Consultant which has not been approved by theCompany for public dissemination, trade secrets, information relating to clients, customers, sales,costs, products, services, business systems, research, strategies, markets, or plans belonging toor developed by the Company or its subsidiaries, but does not include information in the publicdomain, information released from the provisions of this Agreement by written authorization of anauthorized officer of the Company, information which is part of the general skill and knowledge ofthe Consultant and does not relate specifically to the business of the Company, and informationwhich is authorized by the Company to be disclosed in the ordinary course or is required by law tobe disclosed.
**6. AMENDMENTS**
No amendment, change, modification or addition to this Agreement will be valid unless made inwriting and executed by both parties to this Agreement.
 

 

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**7. NOTICE**
7.1 Any notice under this Agreement will be given in writing and must be delivered, sent by telex,telegram or telecopier or mailed by prepaid post and addressed to the party to which notice is tobe given at the address indicated above, or at another address designated by such party in writing.
7.2 If notice is sent by telex, telegram or telecopier or is delivered, it will be deemed to havebeen given at the time of transmission or delivery.
7.3 If notice is mailed, it will be deemed to have been received 48 hours following the date ofmailing of the notice.
7.4 If there is an interruption in normal mail service due to strike, labour unrest or other causeat or prior to the time a notice is mailed the notice will be sent by telex, telegram or telecopieror will be delivered.
**8. GOVERNING LAW**
This Agreement is governed by the law of British Columbia and, except as otherwise provided in thisAgreement, the parties attorn to the exclusive jurisdiction of the courts of British Columbia forthe resolution of all disputes arising out of or in connection with this Agreement.
**9. ASSIGNMENT**
The rights which accrue to the Company under this Agreement shall pass to its successors orassigns. The rights of the Consultant under this Agreement are not assignable or transferable inany manner.
**10. TIME OF ESSENCE**
Time is of the essence of this Agreement.
**11. EFFECTIVE DATE**
Notwithstanding the date that this Agreement is executed and delivered by the parties, it will haveeffect from the Commencement Date.
**12. CURRENCY**
All references to currency in this Agreement are references to lawful money of Canada, unlessotherwise stated.
 

 

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**13. PREVIOUS AGREEMENTS**
13.1 The parties agree that this Agreement supersedes, terminates and cancels, without notice,penalty or any liability to the Company for any payment whatsoever, any and all previousagreements, representations or warranties, written or oral, including the agreement (the“Management Agreement”) between the Company and the Consultant dated August 1, 1999, between theparties relating to the services to be provided by the Consultant to this Agreement.
13.2 As soon as reasonably practicable following the completion of the Offering, the Company willpay to the Consultant as combination of a cash fee and previously unissued shares of the Company,as set forth in the attached “Debt Settlement Schedule”, in consideration for all amounts owed tothe Consultant pursuant to the Management Agreement or for services otherwise previously rendered.
IN WITNESS of this Agreement, the parties have executed and delivered this Agreement as of the dategiven above.
**GENEMAX CORP.**   Per: *“Konstantine Sarafis”*   Authorized Signatory       SIGNED, SEALED AND DELIVERED by  )   Ronald Handford in the presence of:  )     )     )   *“Konstantine Sarafis“*  )  *“Ronald Handford”*  )  Name  )  **RONALD HANDFORD**   )     )   Address  )      )     )   City  )      )     )   Occupation      
 

 

**Ron Handford**