**EXHIBIT 10.10**
**CONSULTING AND NON-COMPETITION AGREEMENT**
**THIS AGREEMENT**made effective May 19, 2004
**BETWEEN:**
**GENEMAX CORP.**a Nevada company with offices at Suite 400, 1681Chestnut Street, Vancouver, British Columbia V6J 4M6; (Telecopier:604-608-3524)
(the “**Company**”)
**AND:**
**No. 348 SAIL VIEW VENTURES LTD.**, a company incorporated under thelaws of British Columbia, with business offices at 700-900 WestHastings Street, Vancouver, British Columbia, V6C 1E5 (Telecopier:604-687-3912)
(the “**Consultant**”)
**WHEREAS**the Company wishes to retain the Consultant, and the Consultant wishes to provide financialaccounting services to the Company and to provide Edward C. Farrauto to act as the Company’s ChiefFinancial Officer, Secretary and Treasurer;
**NOW THEREFORE**the parties agree as follows:
**1. TERM**
1.1 **Term for Services**. The term for the provision of services by the Consultant to the Companywill commence as of May 21, 2004 and will continue for one year (the “**Term**”). The Term may beextended upon the mutual agreement of the parties. This Agreement will continue in full force andeffect during the Term unless earlier terminated in accordance with section 5.
**2. COMPENSATION**
2.1 For services rendered by the Consultant pursuant to this Agreement, the Company will pay theConsultant a monthly fee of Cdn. $5,000 plus GST.
2.2 The Company will also grant to the Consultant 100,000 common share options (the “**Options**”)exercisable at US $0.70 per share for a period which ends on the earlier of the fifth anniversaryhereof and 90 days after the Consultant ceases to provide services to the Company under thisAgreement or any other consulting agreement entered into between the Company and the Consultantwhich supercedes this Agreement. The Options will be issued to
 

 

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the Consultant further to the Company’s stock option plan and will vest to the benefit of theConsultant as follows:
 (a)  50% on June 30, 2004; and  (b)  the balance upon the earlier of six months from the date hereof and the datethe Company completes an equity financing in an amount of approximately US $5,000,000.
**3. DUTIES**
3.1 **Primary Duties.**The Consultant will provide accounting services including assistance withbook-keeping, preparation of quarterly reports and draft annual financials and auditor liaisonservices and other duties and assignments as may be from time to time determined by the board ofdirectors of the Company.
3.2 **Chief Financial Officer.**The Consultant will provide Edward C. Farrauto to serve as theCompany’s Chief Financial Officer, Secretary and Treasurer.
3.3 **Expenses**. The Company will reimburse reasonable out-of-pocket business expenses incurred bythe Consultant on behalf of the Company to the Consultant.
**4. PART TIME SERVICES**
4.1 The Consultant will devote regular part-time attention, energies and efforts to the Company asmay be reasonably required and may engage in other business activities as long as they do notunreasonably interfere with the duties of the Consultant hereunder.
**5. TERMINATION**
5.1 **Termination With Cause**. The Company may, at any time, without advance notice to the Consultantor payment of any compensation in lieu of notice, terminate the services of the Consultant forcause. The term “cause” means (i) a persistent breach of this Agreement by the Consultant and theConsultant fails to cure the breach within thirty days following written notice by the Company; or(ii) the existence of factors such as malfeasance or gross negligence entitling the Company toterminate the Consultant at common law.
5.2 **Termination Without Cause**. The Company may at any time, upon 30 days’ advance notice to theConsultant at its discretion, terminate the services of the Consultant. In the case of terminationother than for cause, all unvested options will immediately vest and the Company will pay theConsultant an amount equal to two months aggregate compensation hereunder. This Agreement willterminate upon the death or disability (incapacity for not less than 90 days) of Edward C.Farrauto, which termination will be deemed to be “other than for cause”.
5.3 **Termination by the Consultant**. The Consultant may terminate the provision of its servicesunder this Agreement on not less than 30 days’ notice to the Company, in which case
 

 

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the obligations of the Company will be the same as though the services were terminated for cause.
5.4 **Other Claims**. The Consultant acknowledges and agrees that the notice and provisions forcompensation on termination provided in this section are fair and reasonable and agrees that uponany termination of the Consultant’s services by the Company, or upon any termination of thisAgreement by the Consultant, the Consultant will have no action, cause of action, claim or demandagainst the Company or any other person as a consequence of such termination.
5.5 **Resignation**. On termination hereof, the Consultant will cause Edward C. Farrauto to resignfrom any office or directorship of the Company and any affiliate forthwith.
**6. CONFIDENTIAL INFORMATION AND WORK PRODUCT**
6.1 The Consultant will not, during the Term or at any time after the termination of its servicesby the Company, use for itself or others, divulge or convey to others, or aid or abet others todivulge or convey to others, any information, knowledge, data or property relating to the businessof the Company, or any of their affiliates, including information relating to employees, customersor suppliers, and intellectual property in any way obtained by him during his association with theCompany or in any way obtained by other employees of the Company, unless (i) such information,knowledge, data or property is properly in the public domain other than through a breach of thisAgreement; (ii) the Consultant has received prior authorization by the Company or such usedivulgence or conveyance is reasonably necessary in the course of the Consultant’s duties; or (iii)required by law. All intellectual property and work product conceived or developed by theConsultant during the term hereof enures to the Company absolutely.
6.2 Notwithstanding anything else in this Agreement, it is expressly acknowledged and understood bythe Consultant that all of the work product of the Consultant while employed by the Company (bothbefore and after the date of this Agreement) shall belong to the Company absolutely andnotwithstanding the generality of the foregoing, all patents, inventions, improvements, notes,documents, correspondence produced by the Consultant during the term of employment hereunder shallbe the exclusive property of the Company. The Consultant further agrees to execute without delayor request for further consideration any necessary patent assignments, conveyance or otherdocuments and assurances as may be necessary to transfer all rights to same to the Company. In theevent of the termination of the Consultant for any reason hereunder, the Consultant shall promptlyturn over to the Company all of the foregoing intellectual property which is evidenced by anyphysical documentation (whether written, digital, magnetic, electronic or otherwise) or any otherof the Company’s assets or property in his possession or under his control.
**7. SURVIVAL OF COVENANTS**
7.1 Except as otherwise specifically provided herein and notwithstanding the termination of theservices of the Consultant or termination of this Agreement, the covenants, representations andwarranties contained in sections 6 and 8 hereof will survive such termination
 

 

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and will continue in force and effect for the benefit of the Company for a time period unlimited induration.
**8. NON-COMPETITION COVENANTS**
8.1 **Definitions**. In this section:
“**Business**” means the business currently carried on by the Company and its affiliatesrelating to the development of therapeutics aimed at the treatment and eradication of cancerand other infectious diseases and autoimmune diseases;
“**Competitive Business**” means any business which is involved in the development oftherapeutics aimed at the treatment and eradication of cancer and other infectious diseasesand autoimmune diseases;
“**Restricted Area**” means North America; and
“**Restricted Period**” means five years from the date of termination of this Agreement whetherby expiry or voluntary or involuntary termination.
8.2 **Non-Competition**. The Consultant will not, during the Restricted Period and within theRestricted Area,
 (a)  directly or indirectly carry on, engage in or participate in, any CompetitiveBusiness either alone or in partnership or jointly or in conjunction with any otherperson;  (b)  directly or indirectly assist (as principal, beneficiary, director,shareholder, partner, nominee, executor, trustee, agent, servant, employee, independentcontractor, supplier, consultant, lender, guarantor, financier or in any other capacitywhatever) any person to carry on, engage in or participate in, a Competitive Business;and  (c)  have any direct or indirect interest or concern (as principal, beneficiary,director, shareholder, partner, nominee, executor, trustee, agent, servant, employee,consultant, independent contractor, supplier, creditor or in any other capacitywhatever) in or with any person, if any part of the activities of such person consistsof carrying on, engaging in or participating in a Competitive Business except holdingsecurities of a public company constituting less than 10% of its outstanding sharecapital.
8.3 **Covenants Reasonable**. The Consultant agrees that,
 (a)  the covenants in this Agreement are reasonable in the circumstances and arenecessary to protect the Company; and  (b)  the breach of any of the provisions of this Agreement would cause serious andirreparable harm to the Company and its shareholders which could not adequately

 

 

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be compensated for in damages in the event of a breach by it of such provisions oran order of injunction being issued against it restraining it from any furtherbreach of such provisions and agrees that such injunction may be issued against itwithout the necessity of an undertaking as to damages by the Company or itsshareholders; the provisions of this section shall not be construed so as to be inderogation of any other remedy which the Company may have in the event of such abreach.
**9. SUCCESSORS AND ASSIGNS**
9.1 This Agreement will enure to the benefit of, and be binding upon, the parties hereto and theirlegal representatives, successors and permitted assigns except that no claims may be asserted bythe legal representatives, successors and assignees of the Consultant in respect of compensation orother benefits for periods following the death or total incapacity of the Consultant other thanthose provided for in this Agreement.
**10. NOTICES**
10.1 Any notice required or permitted to be given under this Agreement will be deemed to have beenduly given only if such notice is in writing and is delivered or transmitted by fax at theaddresses or fax numbers above or such other address or fax number provided by one party to theother from time to time.
**11. GOVERNING LAW**
11.1 This Agreement is and will be deemed to be made in British Columbia and for all purposes willbe governed exclusively by and construed and enforced in accordance with the laws prevailing inBritish Columbia, and the rights and remedies of the parties will be determined in accordance withthose laws.
**12. SEVERABILITY**
12.1 If any provision of this Agreement is at any time unenforceable or invalid for any reason itwill be severable from the remainder of this Agreement and, in its application at that time, thisAgreement will be construed as though such provision was not contained herein and the remainderwill continue in full force and effect and be construed as if this Agreement had been executedwithout the invalid or unenforceable provision.
**13. INDEPENDENT LEGAL ADVICE**
13.1 The parties hereto acknowledge that they have each received independent legal advice inrelation to the terms and conditions of this Agreement.
 

 

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**14. COUNTERPARTS**
14.1 This Agreement may be executed in counterpart and by fax transmission.
**IN WITNESS WHEREOF**the parties hereto have duly executed and delivered this Agreement as of the dayand year first above written.
**GENEMAX CORP.**   Per: *“Ronald Handford”*   Authorized Signatory
**NO. 348 SAIL VIEW VENTURES LTD.**   Per: *”Edward Farrauto*