EXHIBIT 10.21

                         EXECUTIVE EMPLOYMENT AGREEMENT

     This Executive  Employment Agreement (this "Agreement") is made and entered
into  as of  this  24th  day  of  September,  2001,  by  and  between  BioSource
International,  Inc.,  a Delaware  corporation  (the  "Company")  and Leonard M.
Hendrickson ("Executive").

     1.   ENGAGEMENT AND DUTIES.

          1.1 Upon the terms and  subject  to the  conditions  set forth in this
Agreement, the Company hereby engages and employs Executive as an officer of the
Company, with the title and designation of President and Chief Executive Officer
of the Company. Executive hereby accepts such engagement and employment.

          1.2 Executive's duties and  responsibilities  shall be those which are
normally and customarily  vested in the offices of President and Chief Executive
Officer of a corporation,  subject to the supervision,  direction and control of
the Board of Directors  (the "Board") of the Company.  In addition,  Executive's
duties  shall  include  those  duties  and  services  for  the  Company  and its
affiliates  as the Board shall from time to time  reasonably  direct.  Executive
shall report directly to the Board.

          1.3 Executive  agrees to devote his primary  business time,  energies,
skills, efforts and attention to his duties hereunder, and will not, without the
prior written  consent of the Company,  which  consent will not be  unreasonably
withheld, render any material services to any other business concern.  Executive
will use his best efforts and abilities faithfully and diligently to promote the
Company's business interests.

          1.4 Except for routine travel incident to the business of the Company,
Executive  shall  perform  his  duties  and  obligations  under  this  Agreement
principally from an office provided by the Company in Camarillo,  California, or
such other location in Ventura or Los Angeles County,  California,  as the Board
may from time to time determine.

     2.   TERM OF EMPLOYMENT.  Executive's employment pursuant to this Agreement
shall commence on October 15, 2001, and shall terminate on the earliest to occur
of the following:

          (a)  the close of business on December 31, 2004;

          (b)  the death of Executive;

          (c)  delivery to Executive  of written  notice of  termination  by the
Company if Executive shall suffer a physical or mental  disability which renders
Executive, in the reasonable judgment of the Board, unable to perform his duties
and obligations under this Agreement for 90 days in any 12-month period;

          (d)  delivery to Executive  of written  notice of  termination  by the
Company "for cause," by reason of: (i) any act or omission knowingly  undertaken
or omitted by Executive  with the intent of causing  damage to the Company,  its
properties,  assets or  business or its  stockholders,  officers,  directors  or
employees;  (ii) any act of Executive  involving a material  personal  profit to


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Executive,   including,  without  limitation,  any  fraud,  misappropriation  or
embezzlement, involving properties, assets or funds of the Company or any of its
subsidiaries;  (iii) Executive's consistent failure to perform his normal duties
or any  obligation  under any  provision of this  Agreement,  in either case, as
directed by the Board;  (iv)  conviction of, or pleading nolo contendere to, (A)
any crime or offense involving monies or other property of the Company;  (B) any
felony  offense;  or (C) any crime of moral  turpitude;  or (v) the  chronic  or
habitual use of drugs or consumption of alcoholic beverages;

          (e)  delivery to Executive  of written  notice of  termination  by the
Company "without cause;" or

          (f)  delivery  to the  Company of  written  notice of  termination  by
Executive  upon the  occurrence  of a "change of control"  (as  defined  below).
Promptly  following any change of control,  the Company  shall  provide  written
notice of such fact to  Executive.  Executive  shall have 30 days  following his
receipt of such notice to elect to notify the Company that Executive is treating
such change of control as a termination of this Agreement.

               For  purposes  of this  Section  2, the  following  events  shall
constitute a "change of control":

               (i)  any  person  or  entity  (or  group of  related  persons  or
entities acting in concert) shall acquire shares of capital stock of the Company
entitled to exercise 35% or more of the total voting  power  represented  by all
shares of capital stock of the Company then outstanding; or

               (ii) the  Company  shall  enter  into  an  agreement  to  sell or
otherwise  transfer  all or  substantially  all of its  assets or enter  into an
agreement to merge,  consolidate  or reorganize  with any other  corporation  or
entity,  as the  result  of  which  less  than  75% of the  total  voting  power
represented by the capital stock or other equity interests of the corporation or
entity to which the Company's  assets are sold or  transferred or surviving such
merger,  consolidation  or  reorganization  shall  be  held by the  persons  and
entities who were holders of common  stock of the Company  immediately  prior to
such agreement; or

               (iii)the  Company  shall  issue or  otherwise  than on a pro rata
basis additional  shares of capital stock  representing  (after giving effect to
such issuance) more than 35% of the total voting power of the Company; or

               (iv) the  persons  who were the  directors  of the  Company as of
October 15, 2001 shall cease to comprise a majority of the Board of Directors of
the Company.

     3.   COMPENSATION; EXECUTIVE BENEFIT PLANS.

          3.1  The  Company  shall pay to  Executive  a base salary at an annual
rate of $250,000  during each  fiscal  year of this  Agreement.  The base salary
shall be payable in  installments  throughout the year in the same manner and at
the same times the Company pays base salaries to other executive officers of the
Company.  In the event that  Executive's  employment is  terminated  pursuant to
Section  2(e)  or  Section  2(f),  above,  the  Company  shall  continue  to pay
Executive's  then-current  base salary for a period of 12 months  following  the
effective date of such termination.


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          3.2  In addition to the base salary to be paid to Executive hereunder,
for each fiscal year  commencing  January 1, 2002, the Company shall pay a bonus
to  Executive  (the  "Bonus")   determined  in  accordance  with  the  Company's
management incentive plan for its executive officers with such "corporate goals"
and  "individual  goals" for  Executive  as the Board  shall  from  time-to-time
approve,  with  Executive's  target  for such  Bonus  set at 60% of  Executive's
then-current  base salary upon achieving 100% of Executive's  "corporate  goals"
and "individual goals." In determining whether Executive has achieved any of the
"corporate goals" or "individual  goals" established for Executive by the Board,
the Board shall consider any  extraordinary  events or  circumstances  which may
occur, the impact of those events on the "corporate goals" or "individual goals"
established  for  Executive  by the Board,  and the extent to which those events
were out of the control of Executive.

          3.3  In addition to the base salary to be paid to Executive hereunder,
and the Bonus to be paid to  Executive  hereunder,  the Company  shall pay a one
time  signing  bonus  to  Executive  in the  amount  of  $90,000,  payable  upon
Executive's commencement of employment.

          3.4  The Company  agrees to grant to  Executive  a ten-year  option to
purchase  280,000  shares of Common Stock of the Company.  Such options shall be
non-statutory stock options,  shall be exercisable at a per share exercise price
equal to the  closing  sales  price of the  Company's  Common  Stock on the last
trading day immediately  preceding Executive's start date, and shall vest over a
period of four  years as  follows:  1/4 of the  Options  shall vest on the first
anniversary of Executive's  start date, and the remaining  options shall vest as
to  1/48th  of the full  amount of such  options  on the last day of each  month
thereafter  until fully vested.  In the event such options are issued outside of
the Company's  2000 Stock  Incentive  Plan,  the Company  agrees to use its best
efforts to include such options in a registration statement on Form S-8 or other
appropriate  form of  registration  statement  on or before the date that is one
year from Executive's  start date. In the event that  Executive's  employment is
terminated  pursuant  to  Section  2(f),  above,  all  remaining  options  shall
immediately  vest,  as of the date of such  termination;  provided,  that if the
event giving rise to such  termination is one of the events  described in clause
(ii) or (iv) of the  definition  of a "change of  control"  set forth in Section
2(f),  and the  Company  offers  the  position  of Chief  Executive  Officer  to
Executive following such event and continues such options or causes such options
to be assumed by a successor  entity,  then the remaining options shall continue
to vest in accordance with the original vesting schedule,  not withstanding such
change of control.

          3.5  Executive  shall be entitled  each year to vacation for a minimum
of three calendar weeks, plus such additional period or periods as the Board may
approve in the  exercise of its  reasonable  discretion,  during  which time his
compensation shall be paid in full.

          3.6  Executive shall be entitled to reimbursement from the Company for
the  reasonable  costs  and  expenses  which he incurs  in  connection  with the
performance  of his duties and  obligations  under  this  Agreement  in a manner
consistent with the Company's practices and policies as adopted or approved from
time to time by the Board for executive officers.

          3.7  The Company may deduct from any compensation payable to Executive
the minimum amounts sufficient to cover applicable  federal,  state and/or local
income  tax  withholding,  old-age  and  survivors'  and other  social  security
payments, state disability and other insurance premiums and payments.


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     4.   OTHER BENEFITS. During the term of his employment hereunder, Executive
shall be eligible to participate in all operative  employee  benefit and welfare
plans of the  Company  then in effect  from time to time and in respect of which
all  executive  officers of the Company  generally  are entitled to  participate
("Company  Executive Benefit Plans"),  including,  to the extent then in effect,
group life, medical, disability and other insurance plans, all on the same basis
applicable to employees of the Company  whose level of management  and authority
is comparable to that of Executive.

     5.   CONFIDENTIALITY OF PROPRIETARY INFORMATION AND MATERIAL.

          5.1  Industrial  Property  Rights.  For the purpose of this Agreement,
"INDUSTRIAL   PROPERTY  RIGHTS"  shall  mean  all  of  the  Company's   patents,
trademarks, trade names, inventions,  copyrights, know-how or trade secrets, now
in existence  or hereafter  developed or acquired by the Company or for its use,
relating  to any  and  all  products  which  are  developed,  formulated  and/or
manufactured by the Company.

          5.2  Trade Secrets. For the purpose of this Agreement, "TRADE SECRETS"
shall mean any formula,  pattern, device, or compilation of information which is
used in the Company's  business which gives the Company an opportunity to obtain
an  advantage  over its  competitors  who do not know and/or do not use it. This
term includes,  but is not limited to, information  relating to the marketing of
the Company's products,  including price lists,  pricing  information,  customer
lists,  customer names, the particular needs of customers,  information relating
to their desirability as customers,  financial information,  intangible property
and other such information which is not in the public domain.

          5.3  Technical  Data.  For the purpose of this  Agreement,  "TECHNICAL
DATA" shall mean all information of the Company in written,  graphic or tangible
form relating to any and all products  which are  developed,  formulated  and/or
manufactured by the Company,  as such information  exists as of the date of this
Agreement or is developed by the Company during the term hereof.

          5.4  Proprietary  Information.  For the  purpose  of  this  Agreement,
"PROPRIETARY  INFORMATION" shall mean all of the Company's  Industrial  Property
Rights,  Trade Secrets and Technical  Data.  Proprietary  Information  shall not
include any  information  which (i) was lawfully in the  possession of Executive
prior to  Executive's  employment  with the  Company,  (ii) may be obtained by a
reasonably diligent  businessperson from readily available and public sources of
information,  (iii) is lawfully  disclosed to  Executive  after  termination  of
Executive's employment by a third party which does not have an obligation to the
Company  to  keep  such  information  confidential,  or  (iv)  is  independently
developed by Executive  after  termination  of  Executive's  employment  without
utilizing any of the Company's Proprietary Information.

          5.5  Agreement  Not To Copy  Or Use.  Executive  agrees,  at any  time
during the term of his employment and for a period of ten years thereafter,  not
to copy,  use or disclose  (except as required by law after first  notifying the
Company  and giving it an  opportunity  to object) any  Proprietary  Information
without the Company's  prior written  permission.  The Company may withhold such
permission  as a matter  within  its  sole  discretion  during  the term of this
Agreement and thereafter.


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     6.   RETURN OF CORPORATE  PROPERTY AND TRADE SECRETS.  Upon any termination
of this  Agreement,  Executive  shall  turn over to the  Company  all  property,
writings or documents then in his possession or custody belonging to or relating
to the affairs of the  Company or  comprising  or  relating  to any  Proprietary
Information.

     7.   DISCOVERIES AND INVENTIONS.

          7.1  Disclosure.  Executive  will promptly  disclose in writing to the
Company complete  information  concerning each and every  invention,  discovery,
improvement,  device, design, apparatus,  practice,  process, method, product or
work of  authorship,  whether  patentable or not,  made,  developed,  perfected,
devised,  conceived or first  reduced to practice by  Executive,  whether or not
during regular working hours (hereinafter referred to as "Developments"), either
solely or in collaboration  with others, (a) prior to the term of this Agreement
while  working for the  Company,  (b) during the term of this  Agreement  or (c)
within six months after the term of this Agreement,  if relating either directly
or indirectly to the business, products,  practices,  techniques or confidential
information of the Company.

          7.2  Assignment.  Executive, to the extent that he has the legal right
to do so, hereby  acknowledges that any and all Developments are the property of
the Company  and hereby  assigns and agrees to assign to the Company any and all
of  Executive's  right,  title  and  interest  in  and to any  and  all of  such
Developments;  provided, however, that, in accordance with California Labor Code
Sections  2870 and 2872,  the  provisions of this Section 7.2 shall not apply to
any Development  that the Executive  developed  entirely on his own time without
using the Company's equipment,  supplies, facilities or trade secret information
except for those Developments that either:

               (a)  relate at the time of conception or reduction to practice of
the Development to the Company's business, or actual or demonstrably anticipated
research or development of the Company; or

               (b)  result from any work performed by Executive for the Company.

          7.3  Assistance  of  Executive.   Upon  request  and  without  further
compensation  therefor,  but at no expense to Executive,  and whether during the
term of this  Agreement or thereafter,  Executive will do all reasonable  lawful
acts,  including,  but not limited to, the  execution of papers and lawful oaths
and the giving of testimony, that, in the reasonable opinion of the Company, its
successors and assigns, may be necessary or desirable in obtaining,  sustaining,
reissuing,  extending and enforcing  United States and foreign  Letters  Patent,
including,  but not limited to, design patents,  on any and all Developments and
for  perfecting,  affirming and recording the Company's  complete  ownership and
title thereto,  subject to the proviso in Section 7.2 hereof, and Executive will
otherwise reasonably cooperate in all proceedings and matters relating thereto.

          7.4  Records.  Executive  will keep  complete and  accurate  accounts,
notes,  data and records of all Developments in the manner and form requested by
the Company. Such accounts, notes, data and records shall be the property of the
Company,  subject to the proviso in Section 7.2 hereof, and, upon request by the
Company,  Executive will promptly surrender the same to it or, if not previously
surrendered  upon its request or otherwise,  Executive  will surrender the same,
and all copies thereof, to the Company upon the conclusion of his employment.


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          7.5  Obligations,  Restrictions and Limitations. Executive understands
that the Company may enter into agreements or arrangements  with agencies of the
United  States  Government  and  that the  Company  may be  subject  to laws and
regulations  which impose  obligations,  restrictions and limitations on it with
respect to  inventions  and patents  which may be acquired by it or which may be
conceived or  developed  by  employees,  consultants  or other agents  rendering
services to it. Executive agrees that he shall be bound by all such obligations,
restrictions  and  limitations  applicable  to any such  invention  conceived or
developed  by him during the term of this  Agreement  and shall take any and all
further action which may be required to discharge such obligations and to comply
with such restrictions and limitations.

     8.   NON-SOLICITATION COVENANT.

          8.1  Nonsolicitation  and  Noninterference.  During  the  term of this
Agreement  and for a period of two  years  thereafter,  Executive  shall not (a)
induce or attempt to induce any  employee  of the Company to leave the employ of
the Company or in any way interfere adversely with the relationship  between any
such  employee and the Company,  (b) induce or attempt to induce any employee of
the  Company  to work  for,  render  services  or  provide  advice  to or supply
confidential  business  information or trade secrets of the Company to any third
person,  firm or  corporation  or (c) induce or attempt to induce any  customer,
supplier,  licensee, licensor or other business relation of the Company to cease
doing  business with the Company or in any way interfere  with the  relationship
between  any such  customer,  supplier,  licensee,  licensor  or other  business
relation and the Company.

          8.2  Indirect Solicitation.  Executive agrees that, during the term of
this  Agreement  and the  period  covered by Section  8.1  hereof,  he will not,
directly or  indirectly,  assist or encourage  any other person in carrying out,
directly or indirectly,  any activity that would be prohibited by the provisions
of Section 8.1 if such activity were carried out by Executive,  either  directly
or indirectly;  and, in particular,  Executive agrees that he will not, directly
or  indirectly,  induce any  employee of the  Company to carry out,  directly or
indirectly, any such activity.

     9.   INJUNCTIVE  RELIEF.  Executive  hereby  recognizes,  acknowledges  and
agrees  that in the event of any breach by  Executive  of any of his  covenants,
agreements,  duties or  obligations  contained in Sections 5, 6, 7 and 8 of this
Agreement,  the Company  would suffer  great and  irreparable  harm,  injury and
damage,  the Company would encounter  extreme  difficulty in attempting to prove
the actual amount of damages suffered by the Company as a result of such breach,
and the Company would not be reasonably or adequately  compensated in damages in
any action at law. Executive therefore covenants and agrees that, in addition to
any  other  remedy  the  Company  may have at law,  in  equity,  by  statute  or
otherwise,  in the event of any  breach by  Executive  of any of his  covenants,
agreements,  duties or  obligations  contained in Sections 5, 6, 7 and 8 of this
Agreement,  the  Company  shall  be  entitled  to seek  and  receive  temporary,
preliminary and permanent  injunctive and other equitable  relief from any court
of competent jurisdiction to enforce any of the rights of the Company, or any of
the covenants,  agreements, duties or obligations of Executive hereunder, and/or
otherwise to prevent the violation of any of the terms or provisions hereof, all
without the  necessity of proving the amount of any actual damage to the Company
or any affiliate thereof resulting therefrom;  provided,  however,  that nothing
contained  in  this  Section  9 shall  be  deemed  or  construed  in any  manner
whatsoever as a waiver by the Company of any of the rights which the Company may
have against  Executive at law, in equity,  by statute or otherwise  arising out
of, in


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connection  with or resulting  from the breach by Executive of any of his
covenants, agreements, duties or obligations hereunder.

     10.  MISCELLANEOUS.

          10.1 Notices.   All  notices,   requests   and  other   communications
(collectively,  "Notices") given pursuant to this Agreement shall be in writing,
and shall be  delivered  by personal  service or by United  States  first class,
registered  or  certified  mail (return  receipt  requested),  postage  prepaid,
addressed to the party at the address set forth below:

                           If to Company:

                                    BioSource International, Inc.
                                    540 Flynn Road
                                    Camarillo, California  93012
                                    Attn: Board of Directors

                           If to Executive:

                                    Leonard M. Hendrickson
                                    4063 Dover Road
                                    La Canada, CA 91012

Any Notice shall be deemed duly given when  received by the  addressee  thereof,
provided that any Notice sent by registered or certified mail shall be deemed to
have been duly given three days from date of deposit in the United States mails,
unless  sooner  received.  Either party may from time to time change its address
for further Notices  hereunder by giving notice to the other party in the manner
prescribed in this section.

          10.2 Entire  Agreement.  This  Agreement  contains the sole and entire
agreement and  understanding  of the parties with respect to the entire  subject
matter  of this  Agreement,  and any and all  prior  discussions,  negotiations,
commitments  and  understandings,  whether  oral or  otherwise,  related  to the
subject matter of this Agreement are hereby merged herein.  No  representations,
oral or  otherwise,  express or  implied,  other than  those  contained  in this
Agreement have been relied upon by any party to this Agreement.

          10.3 Attorneys'  Fees.  If any  action,  suit or other  proceeding  is
instituted to remedy, prevent or obtain relief from a default in the performance
by any party of its obligations under this Agreement, the prevailing party shall
recover all of such party's  costs and  reasonable  attorneys'  fees incurred in
each and every such  action,  suit or other  proceeding,  including  any and all
appeals or petitions therefrom.

          10.4 GOVERNING LAW. THIS AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED
IN  ACCORDANCE  WITH THE LAWS OF THE  STATE OF  CALIFORNIA,  WITHOUT  REGARD  TO
CONFLICTS OF LAW PRINCIPLES THEREOF.

          10.5 Captions.   The  various  captions  of  this  Agreement  are  for
reference only and shall not be considered or referred to in resolving questions
of interpretation of this Agreement.


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          10.6 Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

          10.7 Business  Day. If the last day  permissible  for  delivery of any
Notice under any  provision of this  Agreement,  or for the  performance  of any
obligation  under this Agreement,  shall be other than a business day, such last
day for such  Notice or  performance  shall be  extended  to the next  following
business day (provided,  however, under no circumstances shall this provision be
construed to extend the date of termination of this Agreement).

     In witness whereof, the parties have executed this Agreement as of the date
first set forth above.

Company:                                       Executive:

BIOSOURCE INTERNATIONAL, INC.



By:___________________________                 _____________________________
   Jean-Pierre Conte                           Leonard M. Hendrickson
   Director and Interim Chairman


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