**EXHIBIT 10.8**
**CONSULTING AGREEMENT**
THIS AGREEMENT, dated for reference the 1st day of February, 2005
AMONG:
**GENEMAX CORP.**, a Nevada company having an office at Suite 400 — 1681Chestnut Street, Vancouver, British Columbia, V6J 4M6
(the “Company”);
AND:
**442668 B.C. LTD.**, a company incorporated under the laws of theProvince of British Columbia, having its office at 12596 — 23rdAvenue, Surrey, British Columbia, V4A 2C4
(the “Consultant”).
AND:
**WILFRED JEFFERIES**, of 12596 – 23rd Avenue, Surrey, British ColumbiaV4A 2C2
(the “Consultant Principal”).
WHEREAS:
A. The Company is in the biotechnology business, specializing in the discovery and development ofimmunotherapeutics and prophylactic vaccines;
B. The Consultant currently provides scientific discovery and development services on a consultingbasis to the Company and otherwise provides the services of the Consultant Principal as theCompany’s Chief Scientific Officer (“CSO”);
C. The Company is implementing a reorganization plan and, accordingly, the Company and theConsultant wish to set forth the terms upon which the Consultant will serve as CSO on agoing-forward basis;
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, scientific discovery and development services. The Consultant agreesthat it shall, during the continuance of this Agreement and subject to clause 1.3, providesufficient time to the business and affairs of the Company for the performance of the serviceshereunder. The Consultant will cause the Consultant Principal to be available for advice
 

 

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and counsel to the management and the directors of the Company at such reasonable and convenienttimes and places as may be mutually agreed upon.
1.2 The Consultant covenants and agrees that the services to be provided hereunder will be providedby the Consultant Principal on behalf of the Consultant unless otherwise agreed to in writingbetween the Company and the Consultant Principal. The Consultant Principal shall be appointed as,and exercise the duties and powers of, the office of CSO of the Company but shall not be anemployee of the Company.
1.3 Notwithstanding section 1.1, the Company acknowledges that the Consultant Principal is employedby the University of British Columbia in accordance with an agreement between the ConsultantPrincipal and the University of British Columbia (the “UBC Agreement”). If one or more provisionsor obligations of this Agreement is deemed to conflict with or otherwise breach a provision orobligation set forth in the UBC Agreement, the parties agree that, to the extent possible, theprovision or obligation of this Agreement shall be modified so as to avoid any such conflict orbreach, and this Agreement will be deemed amended, and the parties agree to renegotiate suchprovision or obligation in good faith, in order to maintain the economic position enjoyed by eachparty as close as possible to that under the provision rendered unenforceable. In the event thatthe provision or obligation cannot be modified as contemplated in this clause 1.3 or parties cannotreach a mutually agreeable and enforceable replacement for such provision or obligation then, then(i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shallbe interpreted as if such provision were so excluded and (iii) the balance of this Agreement shallbe enforceable in accordance with its terms.
**2. TERM AND TERMINATION**
2.1 This Agreement will be for an initial term with effect from the date (the “Commencement Date”)that is the first business day following the date of closing of a private placement offering (the“Offering”) of securities of the Company raising gross proceeds of approximately US$1,000,000,currently expected to complete in February, 2005, up to and including December 31, 2007 (the“Term”). This Agreement will be automatically renewed for successive one year periods unlesseither the Company gives to the Consultant or the Consultant gives to the Company written notice ofthe termination of this Agreement, not less than 6 months prior to the expiry of the Term or anysubsequent renewal period of this Agreement.
2.2 This Agreement may be terminated at any time by either party by the provision to the other of 6months’ written notice of such termination. However, if this Agreement is terminated by theCompany without cause prior to the expiration of the Term, the Company shall pay to the Consultantall fees that would be otherwise owing to the Consultant pursuant to either paragraph 3.1(a) or3.2(a) herein, as applicable, until the later of March 7, 2006 or 12 months from the date of noticeof termination pursuant to this clause 2.2.
If the Company terminates the services of the Consultant pursuant to this clause 2.2, stock optionsheld by the Consultant pursuant to this Agreement and the Company’s stock option plan and notpreviously exercised, if any, shall forthwith vest and become exercisable, and in the case of aconflict between the terms of this Agreement and the Company’s stock option plan, the terms of thisAgreement shall govern.
 

 

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The Consultant agrees to accept the notice (or pay in lieu of notice), and exercisable stockoptions as set out in this clause 2.2 in full and final settlement of all amounts owing to theConsultant by the Company on termination, including any payment in lieu of notice of termination,entitlement of the Consultant under any applicable statute and any rights which the Consultant mayhave at common law, and the Consultant waives any claim to any other payment or benefits from theCompany.
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 once monthly to the Consultant a basefee in the amount of $10,000 plus GST (the “Base Fee”), on the fifth business day ofthe month following the month in respect of which the payment is made;  (b)  commencing twelve months after the Commencement Date, pay to the Consultantonce annually a bonus payment (“Bonus”) based on the achievement of performanceobjectives, in an amount and form to be determined between the Consultant and thecompensation committee (“Compensation Committee”) comprised of the Company’s board ofdirectors in whole or in part; and  (c)  grant to the Consultant, as soon as reasonably practicable following thecompletion of the Offering, stock options to purchase 2,500,000 previously unissuedcommon shares in the capital of the Company, exercisable at such price determined inaccordance with and subject to the terms and conditions of the Company’s stock optionplan; and  (d)  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.
3.2 As soon as reasonably practicable following the completion by the Company of a further privateplacement offering of equity securities (the “Second Offering”) raising approximately US$2,000,000,the Second Offering to be completed approximately fourth months after the completion of theOffering, the Compensation Committee and the Consultant will negotiate in good faith the amount ofthe Base Fee to be paid to the Consultant. In addition, the Consultant will be granted furtherstock options to purchase an additional 2,000,000 previously unissued common shares in the capitalof the Company exercisable at such price determined in accordance with and subject to the terms andconditions of the Company’s stock option plan. 3.3 As soon as reasonably practicableafter the completion of the Offering, the Company will pay tothe Consultant a combination of a cash fee and previously unissued shares
 

 

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of the Company, as set forth in the attached “Debt Settlement Schedule”, in consideration for allpast services provided by the Consultant to the Company. 3.4 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. 3.5 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, and will cause the Consultant Principal to:
 (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 himself 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 and the Consultant Principal 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 data base or preserve in any way any confidential information relating theCompany, whether during the term of this Agreement or thereafter, unless it first receives writtenpermission to do so from an authorized 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.
 

 

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**6. NON-COMPETITION**
The Consultant and the Consultant Principal will not, without the prior written consent of theCompany during this Agreement and during the two year period immediately following the terminationof this Agreement, within North America:
 (a)  undertake to perform on behalf of any other entity any service that wouldconflict directly or indirectly with the Company’s technologies or the performance ofthe services being provided to the Company under this Agreement;  (b)  directly or indirectly engage in or become financially interested in anybusiness that will interfere or compete with the business of the Company;  (c)  divert or attempt to divert any business of, or any customers of the Company orof any employees, consultants or agents of the Company, to any other competitiveestablishment, by direct or indirect inducement or otherwise;  (d)  directly or indirectly impair or seek to impair the reputation of the Company,or any relationships that the Company has with its employees, customers, suppliers,agents or other parties with which the Company does business or has contractualrelations; or  (e)  directly or indirectly, in any way, solicit, hire or engage the services of anyemployee or consultant of the Company, or persuade or attempt to persuade any suchindividual to terminate his or her employment or consulting agreement with the Company.
**7. AMENDMENTS**
No amendment, change, modification or addition to this Agreement will be valid unless made inwriting and executed by both parties to this Agreement.
**8. NOTICE**
8.1 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.
8.2 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.
8.3 If notice is mailed, it will be deemed to have been received 48 hours following the date ofmailing of the notice.
8.4 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.
 

 

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**9. 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.
**10. 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.
**11. TIME OF ESSENCE**
Time is of the essence of this Agreement.
**12. EFFECTIVE DATE**
Notwithstanding the date that this Agreement is executed and delivered by the parties, it will haveeffect from the Commencement Date.
**13. CURRENCY**
All references to currency in this Agreement are references to lawful money of Canada, unlessotherwise stated.
**14. PREVIOUS AGREEMENTS**
14.1 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.
 

 

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IN WITNESS of this Agreement, the parties have executed and delivered this Agreement as of the dategiven above.
**GENEMAX CORP.**   Per: *“Ron Handford”*   Authorized Signatory
**442668 B.C. LTD.**   Per: *“Wilfred Jefferies*   Authorized Signatory
Wilfred Jefferies hereby acknowledges the appointment of 442668 B.C. Ltd. under this ConsultingAgreement and executes this page below for the purpose only of confirming that he is bound by theprovisions of Section 5 and Section 6 of this Agreement.       SIGNED, SEALED AND DELIVERED by  )   Consultant Principal in the  )   presence of:  )     )     )   *“Ronald Handford*  )  *“Wilfred Jefferies”*  )  Name  )  **WILFRED JEFFERIES**   )     )   Address  )      )     )   City  )      )     )   Occupation      
 

 

**442668 B.C. Ltd.**