(GENITOPE LETTERHEAD)



                                             21 January 2002



Fred Kurland

4213 Los Palos Avenue

Palo Alto, CA 94306



RE: EMPLOYMENT TERMS



Dear Fred:



Genitope Corporation (the "Company") is pleased to offer you a position with the

Company, on the following terms:



You will be Vice President of Finance and Chief Financial Officer, starting no

later than February 25, 2002. Your first day of work will be your "Employment

Date." You will be responsible for all finance functions as well as facilities

and IT functions at the Company. You will report to the CEO, Dan Denney. Your

position will be full-time. Your compensation will be $20,000 per month

($240,000 per year), less standard payroll deductions and withholdings. You will

be paid according to the Company's regular payroll schedule. The Company will

reimburse you for the monthly charges and all business related calls on a

cellular telephone and for an annual airline lounge membership. The Company will

subscribe to BioCentury and provide a copy to you.



Subject to the approval of the Board of Directors, upon commencement of your

employment, the Company will grant you a nonstatutory stock option to purchase

220,000 shares of Company common stock (the "Option") pursuant to the Company's

1996 Stock Option Plan (the "Plan") at an exercise price equal to the then fair

market value of a share of the Company's common stock on the date of grant. The

current fair market value of the Company's common stock is $0.40 per share.



Your Option will be subject to the Company's standard vesting schedule and will

have a term of ten years, measured from the grant date. Vesting will begin on

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