U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM S-8 POS
                                  Amendment #1

                   REGISTRATION STATEMENT UNDER THE SECURITIES
                             ACT OF 1933, AS AMENDED

                                  GENEMAX CORP
        _________________________________________________________________
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                               88-0277072
_______________________________                              ___________________
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                          435 Martin Street, Suite 2000
                            Blaine, Washington 98230
                    ________________________________________
                    (Address of Principal Executive Offices)

                                       N/A
                    _________________________________________
                    (Former name, address and fiscal year, if
                           changed since last report)

                       Stock Option Plan for GeneMax Corp.
                       ___________________________________
                            (Full title of the plan)

                                 Diane D. Dalmy
                                 Attorney at Law
                              8965 W. Cornell Place
                            Lakewood, Colorado 80227
                     _______________________________________
                     (Name and address of agent for service)

                                  303.985.9324
                     _______________________________________
                     (Telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                   Proposed          Proposed
Title of                           maximum           maximum
Securities        Amount           offering          aggregate      Amount of
To be             to be            price             offering       registration
Registered        Registered       per share         price          fee
________________________________________________________________________________
                                         (1)               (2)
Common Stock      1,825,000         $0.50           $912,500       $73.82
                    425,000         $1.00           $425,000       $34.38
     Total        2,250,000                       $1,337,500      $108.20
________________________________________________________________________________

(1)
Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457(c) and (h) under the Securities Act of 1933, as amended. The Proposed
Maximum Offering Price Per Share was determined by the Board of Directors and
set contractually. As of the date of this Registration Statement, 2,250,000
Stock Options as registered hereunder have been issued.
(2)
This Registration Statement relates to such indeterminate number of additional
shares of Common Stock of GeneMax Corp. (the "Company") as may be issuable as a
result of stock splits, stock dividends or similar transactions.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, filed with or furnished to the Securities and Exchange
Commission, are incorporated in this Registration Statement by reference:

(i) the latest annual report of the Company filed on Form 10-KSB pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

(ii) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report on Form 10-K referred to in (a) above.

(iii) the registration statement of the Company filed on Form 10-SB pursuant to
Section 12(g) of the Exchange Act.

(iv) The description of securities which is contained in the registration
statement on Form 10-SB filed by the Company pursuant to Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description

All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which either indicates that all securities offered have been sold or
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

The class of securities to be offered is registered under Section 12 of the
Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the securities being registered will be passed upon by Diane D.
Dalmy, Esq., General Counsel to the Company, 8965 W. Cornell Place, Lakewood,
Colorado 80227.

None of the experts named in the Registration Statement as having prepared or
certified a report or counsel for the Company named in the Registration
Statement as having given an opinion upon the validity of the securities being
registered or upon other legal matters in connection with the registration of
offering of such securities have or will receive in connection with the offering
a substantial interest, direct or indirect, in the Company or its subsidiary, if
any, nor was connected with the Company or its subsidiary, if any, as a
promoter, managing underwriter, voting trustee, director, officer or employee.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 78.7502 of the Nevada Revised Statutes contains provisions for
indemnification of the officers and directors of the Company. Nevada law
provides for indemnification (which may eliminate any personal liability of a
director to the Company or its shareholders for monetary damages for gross
negligence or lack of care in carrying out the director's fiduciary duties) if a
director or officer acts in good faith in a manner reasonably believed to be in,
or not opposed to, the best interests of the Company. A director or officer may
be indemnified as to any matter in which he successfully defends himself.

The officers and directors of the Company are accountable to the shareholders of
the Company as fiduciaries, which means such officers and directors are required
to exercise good faith and integrity in handling the Company's affairs.

A shareholder may be able to institute legal action on behalf of himself and all
other similarly situated shareholders to recover damages where the Company has
failed or refused to observe the law. Shareholders may, subject to applicable
rules of civil procedure, be able to bring a class action or derivative suit to
enforce their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered losses in
connection with the purchase or sale of their interest in the Company due to a
breach of a fiduciary duty by an officer or director of the Company in
connection with such sale or purchase including, but not limited to, the
misapplication by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense or any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

The Company has no agreements with any of its directors or executive officers
providing for indemnification of any such persons with respect to liability
arising out of their capacity or status as officers and directors.

At present, there is no pending litigation or proceeding involving a director or
executive officers of the Company as to which indemnification is being sought.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

In the event certain Stock Options issued under the Stock Option Plan are not
registered pursuant to this Registration Statement, the shares of Common Stock
to be issued pursuant to an exercise of such Stock Option shall be issued in
reliance upon the exemption from the registration requirements of the Securities
Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions not involving any public offering or not involving any "offer" or
"sale".

In such event, each optionee, as a condition of exercise, shall represent,
warrant and agree in a form of written certificate approved by the Company that
(i) all shares of Common Stock are being acquired solely for his own account and
not on behalf of any other person or entity; (ii) no shares of Common Stock will
be sold or otherwise distributed in violation of the Securities Act of 1933, as
amended, or any other applicable federal or state securities laws; (iii) if he
is subject to reporting requirements under Section 16(a) of the Securities
Exchange Act of 1934, as amended, he will (a) furnish the Company with a copy of
each Form 4 filed by him and (b) timely file all reports required under the
federal securities laws; and (iv) he will report all sales of shares of Common
Stock to the Company in writing.

ITEM 8. EXHIBITS

The following documents are filed as exhibits to this Registration Statement:

 5.1 Opinion of Diane D. Dalmy, as counsel to the Company, regarding the
     legality of the securities being registered.

23.1 Consent of Diane D. Dalmy, as counsel to the Company, included in the
     Opinion as exhibit 5.1.

23.2 Consent of LaBonte & Co. as independent public accountants.

99.1 Stock Option Plan.

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes to deliver or cause to be delivered
with the prospectus to each employee to whom the prospectus is sent or given a
copy of the registrant's annual report to stockholders for its last fiscal year,
unless such employee otherwise has received a copy of such report, in which case
the registrant shall state in the prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the employee.

The undersigned registrant hereby undertakes to transmit or cause to be
transmitted to all employees participating in the plan who do not otherwise
receive such material as stockholders of the registrant, at the time and in the
manner such material is sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders generally.

The undersigned registrant hereby undertakes (i) to file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement, if applicable, to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; (ii) that, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and (iii) to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense or any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Blaine, State of Washington, on January 20, 2004.

                                  GENEMAX CORP.

                                  BY: /s/ RONALD HANDFORD
                                      _________________________________________
                                          Ronald Handford
                                          President and Chief Executive Officer

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
amendment no. 1 to the  registration  statement has been signed by the following
person in the capacity and on the date indicated.

        SIGNATURE                      TITLE                         DATE
_________________________             ________                 ________________

/s/ RONALD L. HANDFORD                DIRECTOR                 APRIL 20, 2004
_________________________
    Ronald L. Handford

/s/ DR. WILFRED JEFFERIES             DIRECTOR                 APRIL 20, 2004
_________________________
    Dr. Wilfred Jefferies

/s/ DR. KARL E. HELLSTROM             DIRECTOR                 APRIL 20, 2004
_________________________
    Dr. Karl E. Hellstrom

/s/ GRANT R. ATKINS                   DIRECTOR                 APRIL 20, 2004
_________________________
    Grant R. Atkins

                                                                     EXHIBIT 5.1

                                 DIANE D. DALMY
                                 ATTORNEY AT LAW
                              8965 W. CORNELL PLACE
                            LAKEWOOD, COLORADO 80227
                                  303.985.9324
                            303.988.6954 (facsimile)
                           email: ddalmy@earthlink.net

January 26, 2004

GeneMax Corp.
435 Martin Street, Suite 2000
Blaine, Washington 98230

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

Please be advised that I have been engaged as counsel to GeneMax Corp., a Nevada
corporation (the "Company") in connection with preparation of a Registration
Statement on Form S-8 filed with the Securities and Exchange Commission (the
"Registration Statement"). The Registration Statement pertains to the
registration of 2,250,000 shares of the Company's Common Stock, par value
$0.001, for the issuance pursuant to the terms and provisions of the Stock
Option Plan of the Company (the "Stock Option Plan").

In connection with this opinion, I have examined originals or copies of such
documents, corporate records and other instruments as I have deemed necessary or
appropriate for the purpose of the opinion hereinafter expressed including, but
not limited to, the following: (i) the Registration Statement on Form S-8; (ii)
the Articles of Incorporation and the Bylaws of the Company, as amended and
currently in effect; (iii) the Stock Option Plan and associated documents; (iv)
certain resolutions of the Board of Directors of the Company relating to the
adoption of the Stock Option Plan and other transactions contemplated by the
Registration Statement; and (v) such other documents as I have deemed necessary
of appropriate as a basis for this opinion. I have assumed, without independent
verification, the genuineness of signatures, the authenticity of documents and
the conformity with originals of copies.

Based upon the foregoing, I am of the opinion that the shares of Common Stock,
when issued and sold in accordance with the terms of the Stock Option Plan, will
be validly issued, fully paid and non-assessable.

GeneMax Corp.
Page Two
January 26, 2004

I am a member of the Bar of the State of Colorado and the opinions expressed
herein are limited to the corporate laws of Nevada pertaining to matters such as
the issuance of stock, but not including the "securities" or "blue sky" laws of
various states.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement. By giving the foregoing consent, I do not admit that I come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.

                               Sincerely,

                               /s/ DIANE D. DALMY
                               __________________
                                   Diane D. Dalmy

                                                                    EXHIBIT 23.2

             DALE MATHESON                            610 - 938 HOWE STREET
          CARR-HILTON LABONTE                         VANCOUVER, BC  CANADA
_______________________________________               V6Z  1N9
                                                      TELEPHONE  (604) 682-2778
C H A R T E R E D A C C O U N T A N T S               FACSIMILE  (604) 689-2778
_______________________________________               EMAIL:  INFO@LABONTECO.COM

January 26, 2004

U.S. SECURITIES AND EXCHANGE COMMISSION
Division of Corporation Finance
450 Fifth St. N.W.
Washington  DC  20549

RE:      GENEMAX CORP. - FORM S-8
________________________________________________________________________________

Dear Sirs:

As chartered accountants, we hereby consent to the incorporation by reference in
this Form S-8  Registration  Statement  dated  January 26, 2004 of the following
report contained in the Company's  December 31, 2002 Annual Report filed on Form
10-KSB dated April 14, 2003.

o    Our report to the Board of  Directors  and  Stockholders  of GeneMax  Corp.
     dated February 25, 2003 on the  consolidated  balance sheets of the Company
     as at  December  31,  2002  and  2001 and the  consolidated  statements  of
     operations,  changes in  stockholders'  equity and cash flows for the years
     ended  December  31,  2002 and 2001,  and the  period  from  July 27,  1999
     (inception) to December 31, 2002.

Yours truly,

"DALE MATHESON CARR-HILTON LABONTE"

DALE MATHESON CARR-HILTON LABONTE
(FORMERLY LABONTE & CO.)
CHARTERED ACCOUNTANTS
VANCOUVER, BRITISH COLUMBIA

                                                                    EXHIBIT 99.1

                                  GENEMAX CORP.

                                STOCK OPTION PLAN

                           EFFECTIVE SEPTEMBER 2, 2003

                  This   stock   option   plan  (the   "PLAN")   is  adopted  in
consideration  of  services  rendered  and to be rendered  by key  personnel  to
GeneMax Corp., its subsidiaries and affiliates.

1.                DEFINITIONS.

                  The terms used in this Plan shall,  unless otherwise indicated
or required by the particular context, have the following meanings:

         BOARD:                     The Board of Directors of GeneMax Corp.

         COMMON STOCK:              The U.S. $0.001 par value common stock of
                                    GeneMax Corp.

         COMPANY:                   GeneMax  Corp.,  a  corporation incorporated
                                    under  the  laws  of the  State  of  Nevada,
                                    U.S.A.,  and any  successors  in interest by
                                    merger,  operation  of  law,  assignment  or
                                    purchase of all or substantially  all of the
                                    property, assets or business of the Company.

         DATE OF GRANT:             The date on which an Option (see hereinbe-
                                    low) is granted under the Plan.

         FAIR MARKET VALUE:         The Fair Market  Value of the Option Shares.
                                    Such Fair Market  Value as of any date shall
                                    be reasonably determined by the Board.

         INCENTIVE STOCK
         OPTION:                    An Option as described  in Section 9 herein-
                                    below  intended to qualify under section 422
                                    of the United States  INTERNAL  REVENUE CODE
                                    OF 1986, as amended.

         KEY PERSON:                A person  designated  by the  Board upon
                                    whose  judgment,  initiative and efforts the
                                    Company or a Related  Company may rely,  who
                                    shall   include   any   Director,   Officer,
                                    employee or consultant of the Company. A Key

                                    Person  may  include a  corporation  that is
                                    wholly-owned  and controlled by a Key Person
                                    who is eligible for an Option grant.

         OPTION:                    The  rights  granted  to  a  Key  Person  to
                                    purchase  Common Stock pursuant to the terms
                                    and  conditions of an Option  Agreement (see
                                    hereinbelow).

         OPTION AGREEMENT:          The written agreement (and any amendment or
                                    supplement  thereto) between the Company and
                                    a  Key  Person  designating  the  terms  and
                                    conditions of an Option.

         OPTION SHARES:             The shares of Common Stock underlying an
                                    Option granted to a Key Person.

         OPTIONEE:                  A Key Person who has been granted an Option.

         RELATED COMPANY:           Any subsidiary or affiliate of the Company
                                    or of any  subsidiary  of the  Company.  The
                                    determination  of whether a corporation is a
                                    Related Company shall be made without regard
                                    to whether  the  entity or the  relationship
                                    between  the  entity  and  the  Company  now
                                    exists or comes into existence hereafter.

2.                PURPOSE AND SCOPE.

         (a)      The  purpose of the Plan is to advance  the  interests  of the
                  Company and its  stockholders  by affording Key Persons,  upon
                  whose  judgment,  initiative  and efforts the Company may rely
                  for the successful  conduct of their businesses an opportunity
                  for  investment  in the Company and the  incentive  advantages
                  inherent in stock ownership in the Company.

         (b)      This Plan  authorizes  the Board to grant  Options to purchase
                  shares of Common  Stock to Key  Persons  selected by the Board
                  while  considering  criteria  such as  employment  position or
                  other    relationship    with   the   Company,    duties   and
                  responsibilities,  ability, productivity, length of service or
                  association,  morale, interest in the Company, recommendations
                  by supervisors and other matters.

3.                ADMINISTRATION OF THE PLAN.

                  The Plan shall be administered  by the Board.  The Board shall
have the authority granted to it under this section and under each other section
of the Plan.

                                      -2-

                  In accordance  with and subject to the provisions of the Plan,
the Board is hereby  authorized to provide for the granting,  vesting,  exercise
and method of exercise of any Options all on such terms  (which may vary between
Options and Optionees  granted from time to time) as the Board shall  determine.
In addition,  and without  limiting the generality of the  foregoing,  the Board
shall  select the  Optionees  and shall  determine:  (i) the number of shares of
Common Stock to be subject to each Option,  however, in no event may the maximum
number of shares  reserved for any one  individual  exceed 25% of the issued and
outstanding share capital of the Company;  (ii) the time at which each Option is
to be granted;  (iii) the purchase price for the Option Shares;  (iv) the Option
period;  and  (v)  the  manner  in  which  the  Option  becomes  exercisable  or
terminated.  In addition, the Board shall fix such other terms of each Option as
it may deem  necessary or desirable.  The Board may determine the form of Option
Agreement to evidence each Option.

                  The  Board  from  time  to  time  may  adopt  such  rules  and
regulations  for carrying out the purposes of the Plan as it may deem proper and
in the best  interests  of the Company  subject to the rules and policies of any
exchange or over-the-counter market which is applicable to the Company.

                  The  Board may from  time to time  make  such  changes  in and
additions  to the Plan as it may deem proper,  subject to the prior  approval of
any exchange or over-the-counter  market which is applicable to the Company, and
in the best interests of the Company; provided,  however, that no such change or
addition  shall  impair any Option  previously  granted  under the Plan.  If the
shares are not listed on any exchange, then such approval is not necessary.

                  Each  determination,  interpretation  or other  action made or
taken by the Board  shall be  final,  conclusive  and  binding  on all  persons,
including without limitation, the Company, the stockholders, directors, officers
and  employees of the Company and the Related  Companies,  and the Optionees and
their respective successors in interest.

4.                THE COMMON STOCK.

                  Save and  except as may be  determined  by the Board at a duly
constituted  meeting  of the  Board  as set  forth  hereinbelow,  the  Board  is
presently  authorized  to  appropriate,  grant  Options,  issue and sell for the
purposes of the Plan, a total number of shares of the Company's Common Stock not
to exceed 10,000,000,  or the number and kind of shares of Common Stock or other
securities  which in  accordance  with Section 10 shall be  substituted  for the
shares or into  which  such  shares  shall be  adjusted.  Save and except as may
otherwise be determined by the disinterested approval of the shareholders of the
Company at any duly called meeting of the  shareholders  of the Company,  at any
duly constituted  Board meeting the Board may determine that the total number of
shares of the  Company's  Common  Stock which may be reserved  for  issuance for
Options  granted and to be granted under this Plan, from time to time, may be to
the maximum extent of up to 100% of the Company's issued and outstanding  Common
Stock as at the date of any such  meeting  of the  Board.  In this  regard,  and
subject to the prior  disinterested  approval of the shareholders of the Company
at any duly called meeting of the shareholders of the Company,  the total number
of shares of the  Company's  Common Stock which may be reserved for issuance for

                                      -3-

Options  granted and to be granted  under this Plan,  from time to time,  may be
increased to greater than 100% of the Company's  issued and  outstanding  Common
Stock as at the date of notice of any such  meeting of the  shareholders  of the
Company whereat such disinterested shareholders' approval is sought and obtained
by the  Company.  All or any unissued  shares  subject to an Option that for any
reason  expires or  otherwise  terminates  may again be made  subject to Options
under the Plan.

5.                ELIGIBILITY.

                  Options will be granted  only to Key Persons.  Key Persons may
hold more than one Option under the Plan and may hold Options under the Plan and
options granted pursuant to other plans or otherwise.

6.                OPTION PRICE AND NUMBER OF OPTION SHARES.

                  The Board shall,  at the time an Option is granted  under this
Plan,  fix and  determine  the  exercise  price at which  Option  Shares  may be
acquired  upon the exercise of such  Option;  provided,  however,  that any such
exercise price shall not be less than that,  from time to time,  permitted under
the rules and  policies of any  exchange  or  over-the-counter  market  which is
applicable to the Company.

                  The  number of Option  Shares  that may be  acquired  under an
Option  granted to an Optionee  under this Plan shall be determined by the Board
as at the time the Option is  granted;  provided,  however,  that the  aggregate
number of Option  Shares  reserved for  issuance to any one Optionee  under this
Plan, or any other plan of the Company, shall not exceed 25% of the total number
of issued and outstanding Common Stock of the Company.

7.                DURATION, VESTING AND EXERCISE OF OPTIONS.

         (a)      The  option  period  shall  commence  on the Date of Grant and
                  shall be up to 10 years in length  subject to the  limitations
                  in this Section 7 and the Option Agreement.

         (b)      During  the  lifetime  of the  Optionee  the  Option  shall be
                  exercisable  only by the Optionee.  Subject to the limitations
                  in paragraph (a)  hereinabove,  any Option held by an Optionee
                  at the time of his death may be exercised by his estate within
                  one year of his death or such  longer  period as the Board may
                  determine.

         (c)      The Board may determine whether an Option shall be exercisable
                  at any time during the option  period as provided in paragraph
                  (a)  of  this  Section  7  or  whether  the  Option  shall  be
                  exercisable in  installments  or by vesting only. If the Board
                  determines  the  latter  it  shall  determine  the  number  of
                  installments  or vesting  provisions and the percentage of the
                  Option  exercisable  at each  installment  or vesting date. In
                  addition,   all  such   installments   or  vesting   shall  be

                                      -4-

                  cumulative. In this regard the Company will be subject, at all
                  times,   to  any  rules  and   policies  of  any  exchange  or
                  over-the-counter market which is applicable to the Company and
                  respecting any such required installment or vesting provisions
                  for certain or all Optionees.

         (d)      In the case of an  Optionee  who is a director  or officer of
                  the Company or a Related  Company,  if, for any reason  (other
                  than death or removal  by the  Company or a Related  Company),
                  the Optionee  ceases to serve in that  position for either the
                  Company or a Related Company,  any option held by the Optionee
                  at the time such  position  ceases or  terminates  may, at the
                  sole  discretion  of the Board,  be exercised  within up to 90
                  calendar  days  after the  effective  date  that his  position
                  ceases or terminates  (subject to the limitations at paragraph
                  (a)  hereinabove),  but only to the extent that the option was
                  exercisable  according to its terms on the date the Optionee's
                  position  ceased or  terminated.  After such 90-day period any
                  unexercised portion of an Option shall expire.

         (e)      In the  case of an Optionee who is an  employee  or consultant
                  of the Company or a Related Company, if, for any reason (other
                  than  death  or  termination  for  cause by the  Company  or a
                  Related Company), the Optionee ceases to be employed by either
                  the  Company  or a Related  Company,  any  option  held by the
                  Optionee at the time his employment  ceases or terminates may,
                  at the sole discretion of the Board, be exercised within up to
                  60 calendar days (or up to 30 calendar days where the Optionee
                  provided only investor  relations services to the Company or a
                  Related  Company) after the effective date that his employment
                  ceased or terminated (that being up to 60 calendar days (or up
                  to 30  calendar  days) from the date that,  having  previously
                  provided  to or  received  from the  Company  a notice of such
                  cessation or termination, as the case may be, the cessation or
                  termination becomes effective;  and subject to the limitations
                  at paragraph (a) hereinabove), but only to the extent that the
                  option was exercisable  according to its terms on the date the
                  Optionee's employment ceased or terminated.  After such 60-day
                  (or 30-day) period any unexercised  portion of an Option shall
                  expire.

         (f)      In the case of an Optionee who is an employee or consultant of
                  the Company or a Related Company, if the Optionee's employment
                  by  the  Company  or a  Related  Company  ceases  due  to  the
                  Company's termination of such Optionee's employment for cause,
                  any  unexercised  portion of any Option  held by the  Optionee
                  shall immediately  expire. For this purpose "cause" shall mean
                  conviction of a felony or continued failure,  after notice, by
                  the Optionee to perform fully and  adequately  the  Optionee's
                  duties.

         (g)      Neither the selection of any Key Person as an Optionee nor the
                  granting  of an Option to any  Optionee  under this Plan shall
                  confer upon the  Optionee any right to continue as a director,
                  officer,  employee or  consultant  of the Company or a Related
                  Company,  as the case may be, or be  construed  as a guarantee
                  that  the  Optionee  will  continue  as a  director,  officer,
                  employee or consultant of the Company or a Related Company, as
                  the case may be.

         (h)      Each  Option  shall  be  exercised  in  whole  or in  part  by
                  delivering  to the  office  of the  Treasurer  of the  Company
                  written  notice of the number of shares with  respect to which

                                      -5-

                  the  Option  is to be  exercised  and by  paying  in full  the
                  purchase price for the Option Shares purchased as set forth in
                  Section 8.

8.                PAYMENT FOR OPTION SHARES.

                  The board of directors  shall determine the acceptable form of
                  consideration  for exercising an Option,  including the method
                  of payment.  Such  consideration  may consist entirely of: (i)
                  cash;  (ii) check;  (iii)  promissory  note; (iv) other shares
                  which (A) in the case of shares  acquired  upon exercise of an
                  option,  have  been  owned by the  optionee  for more than six
                  months on the date of  surrender,  and (B) have a fair  market
                  value on the date of surrender equal to the aggregate exercise
                  price  of  the  shares  as  to  which  said  option  shall  be
                  exercised;  (v) consideration  received by the Company under a
                  cashless  exercise  program  implemented  by  the  Company  in
                  connection  with the Plan;  (vi) a reduction  in the amount of
                  any  Company  liability  to the  optionee;  (vii)  such  other
                  consideration and method of payment for the issuance of shares
                  to the extent  permitted  by  applicable  laws;  or (viii) any
                  combination of the foregoing methods of payment.

                  Notwithstanding  the  foregoing,  any method of payment  other
                  than in cash may be used only with the consent of the board of
                  directors or if and to the extent so provided in an Agreement.

9.                INCENTIVE STOCK OPTIONS.

         (a)      The  Board  may,  from  time  to  time,  and  subject  to  the
                  provisions of this Plan and such other terms and conditions as
                  the Board may  prescribe,  grant to any Key  Person  who is an
                  employee  eligible to receive  Options  one or more  Incentive
                  Stock Options to purchase the number of shares of Common Stock
                  allotted by the Board.

         (b)      The Option  price per share of Common Stock  deliverable  upon
                  the  exercise of an  Incentive  Stock  Option shall be no less
                  than the Fair Market  Value of a share of Common  Stock on the
                  Date of Grant of the Incentive Stock Option.

         (c)      The  Option  term of each  Incentive  Stock  Option  shall  be
                  determined  by the Board and shall be set forth in the  Option
                  Agreement,  provided  that the Option  term shall  commence no
                  sooner  than  from the Date of Grant and  shall  terminate  no
                  later  than 10  years  from the  Date of  Grant  and  shall be
                  subject to possible early  termination as set forth in Section
                  7 hereinabove.

                                      -6-

10.               CHANGES IN COMMON STOCK, ADJUSTMENTS, ETC.

                  In the  event  that each of the  outstanding  shares of Common
Stock (other than shares held by dissenting  stockholders  which are not changed
or exchanged)  should be changed into, or exchanged  for, a different  number or
kind of shares  of stock or other  securities  of the  Company,  or, if  further
changes  or  exchanges  of any stock or other  securities  into which the Common
Stock shall have been changed, or for which it shall have been exchanged,  shall
be  made   (whether   by  reason  of  merger,   consolidation,   reorganization,
recapitalization,  stock dividends,  reclassification,  split-up, combination of
shares or otherwise),  then there shall be substituted  for each share of Common
Stock  that is  subject  to the Plan,  the number and kind of shares of stock or
other securities into which each  outstanding  share of Common Stock (other than
shares held by dissenting stockholders which are not changed or exchanged) shall
be so changed or for which each  outstanding  share of Common  Stock (other than
shares held by  dissenting  stockholders)  shall be so changed or for which each
such share shall be exchanged. Any securities so substituted shall be subject to
similar successive adjustments.

                      In the event of any such changes or  exchanges,  the Board
shall determine whether, in order
to prevent  dilution or enlargement of rights,  an adjustment  should be made in
the number, kind, or option price of the shares or other securities then subject
to an Option or Options  granted  pursuant  to the Plan and the Board shall make
any such adjustment,  and such adjustments  shall be made and shall be effective
and binding for all purposes of the Plan.

11.               RELATIONSHIP OF EMPLOYMENT.

                  Nothing  contained  in  the  Plan,  or in any  Option  granted
pursuant to the Plan,  shall  confer upon any Optionee any right with respect to
employment by the Company, or interfere in any way with the right of the Company
to terminate the Optionee's employment or services at any time.

12.               NON-TRANSFERABILITY OF OPTION.

                  Options  granted  under  the Plan may be  transferable  by the
Optionee.

13.               RIGHTS AS A STOCKHOLDER.

                  No person shall have any rights as a stockholder  with respect
to any share  covered by an Option  until that person shall become the holder of
record of such share and, except as provided in Section 10, no adjustments shall
be made for dividends or other  distributions  or other rights as to which there
is an earlier record date.

14.               SECURITIES LAWS REQUIREMENTS.

                  No Option  Shares  shall be issued  unless and  until,  in the
opinion of the Company, any applicable  registration  requirements of the United
States  SECURITIES  ACT OF 1933,  as amended (the "U.S.  ACT"),  any  applicable
listing requirements of any securities exchange on which stock of the same class

                                      -7-

is then listed,  and any other  requirements of law or of any regulatory  bodies
having  jurisdiction  over such issuance and delivery,  have been fully complied
with.  Each Option and each  Option  Share  certificate  may be  imprinted  with
legends   reflecting   federal  and  state  securities  laws   restrictions  and
conditions,  and the Company  may comply  therewith  and issue  "stop  transfer"
instructions  to  its  transfer  agent  and  registrar  in  good  faith  without
liability.

                  In addition, the Company may not, except as otherwise directed
by counsel to the Company,  register any Option Shares for resale under the U.S.
Act or under any other applicable  securities  legislation when the registration
of any such Option Shares may be contrary or inconsistent with the intent of any
provisions,  rules or  policies  promulgated  under  the U.S.  Act or any  other
securities legislation applicable to any such Option Shares.

                                      -8-

15.               DISPOSITION OF OPTION SHARES.

                  Each Optionee,  as a condition of exercise,  shall  represent,
warrant and agree, in a form of written certificate  approved by the Company, as
follows:  (i) that all  Option  Shares  are being  acquired  solely  for his own
account  and not on behalf of any other  person or  entity;  (ii) that no Option
Shares will be sold or otherwise distributed in violation of the U.S. Act or any
other  applicable  federal or state securities laws; (iii) that if he is subject
to reporting  requirements  under Section 16(a) of the United States  SECURITIES
EXCHANGE ACT OF 1934, as amended, he will (a) furnish the Company with a copy of
each Form 4 filed by him and (b)  timely  file all  reports  required  under the
federal securities laws; and (iv) that he will report all sales of Option Shares
to the Company in writing on a form prescribed by the Company.

16. EFFECTIVE DATE OF PLAN; TERMINATION DATE OF PLAN.

                      The Plan  shall be deemed  effective  as of  September  2,
2003.  The Plan shall  terminate  at midnight on  September 2, 2013 except as to
Options  previously  granted  and  outstanding  under the Plan at the  time.  No
Options shall be granted after the date on which the Plan  terminates.  The Plan
may be abandoned  or  terminated  at any earlier time by the Board,  except with
respect to any Options then outstanding under the Plan.

17.               OTHER PROVISIONS.

                  The following provisions are also in effect under the Plan:

         (a)      the use of a masculine  gender in the Plan shall also  include
                  within its meaning the feminine,  and the singular may include
                  the plural,  and the plural may include the  singular,  unless
                  the context clearly indicates to the contrary;

         (b)      any expenses of  administering  the Plan shall be borne by the
                  Company;

         (c)      this Plan shall be  construed to be in addition to any and all
                  other compensation plans or programs. The adoption of the Plan
                  by  the  Board  shall  not  be   construed   as  creating  any
                  limitations  on the power or  authority  of the Board to adopt
                  such  other   additional   incentive  or  other   compensation
                  arrangements as the Board may deem necessary or desirable; and

         (d)      the validity, construction, interpretation, administration and
                  effect of the Plan and of its rules and  regulations,  and the
                  rights of any and all personnel  having or claiming to have an
                  interest  therein  or  thereunder  shall  be  governed  by and
                  determined  exclusively and solely in accordance with the laws
                  of the State of Nevada, U.S.A.

                                      -9-

                  This  Plan is  dated  and  made  effective  on this 2nd day of
September, 2003.

                      BY ORDER OF THE BOARD OF DIRECTORS OF
                                  GENEMAX CORP.
                                      Per:

                               RONALD L. HANDFORD
                            President and a Director

                                      -10-