EXHIBIT 10.8


                             JOINT VENTURE AGREEMENT

      THIS  AGREEMENT  mired into this the 11th day of May, 2004, by and between
U.S. Canadian Minerals, Inc. ("U.S.  Canadian"),  of Las Vegas, state of Nevada,
and El Capitan  Precious  Metals,  Inc. (El  Capitan),  of  Englewood,  state of
Nevada.

      WITNESSETH:

      WHEREAS, (U.S. Canadian) is in the business of

      Acquiring and Funding Mining Property                            , and

      WHEREAS, (El Capitan) is in the business of:

      Operating Mining Property                                        , and

      WHEREAS, both parties desire to work together for the purpose of

      Developing the COD Mining Claim

      NOW THEREFORE,,  for good and valuable consideration,  receipt of which is
hereby  acknowledged,  and the mutual promises and benefits to be derived by the
parties, they do hereby agree to the following terms and conditions:

                                   ARTICLE I

                                   FORMATION

SECTION 1.1    Formation and Name.

        1.1.1  FORMATION. The Joint Venturers hereby confirm that they have
formed a Joint Venture for the purposes and scope set forth in this agreement.

        1.1.2  NAME. The name of the Joint  Venture is and shall  continue to be
CanEll  ("CanEl").  The  business  and  affairs  of the Joint  Venture  shall be
conducted  solely under that name and under no other unless  modified in writing
by addendum to this agreement:

SECTION 1.2    PURPOSES and Scope of the Joint Venture.

        The purpose of the Joint Venture is to:

        Explore, operate and otherwise utilize the COD Mining Claim.

<PAGE>

SECTION 1.3    PRINCIPAL Place of Business.

         The principal place of business of the Joint Venture shall be Initially
located at:

4955 S. Durango, #216, Las Vegas, NV 89113.

SECTION 1.4    TERM.

         The term of the Joint Venture shall commence on the first above written
day, and shall  continue,  unless sooner  terminated  in  accordance  with other
provisions of this Agreement, until May 11, 2020.

SECTION 1.5    No Partition.

         No Joint Venturer  shall have the right and each Joint Venturer  hereby
agrees  not to  withdraw  from the Joint  Venture  nor to  dissolve,  terminate,
partition,   or  liquidate,   or  to  petition  a  court  for  the  dissolution,
termination,  partition,  or  liquidation  of the Joint  Venture or its  assets,
except as  provided  for in this  Agreement,  and no Joint  Venturer at any time
shall have the right to petition or to take any action to subject the  operation
of the  Project  or any part  thereof  or the Joint  Venture  assets or any part
thereof to the authority of any court of bankruptcy,  insolvency,  receivership,
or similar proceeding.

                                   ARTICLE II

                    CAPITAL CONTRIBUTIONS, RESERVES, VOTING,
                          FINANCING, AND DISTRIBUTIONS

SECTION 2.1    Joint VENTURE Percentage Interest.

U.S.  Canadian shall receive 80% of the interest in the mining claims designated
as the  COD  Mining  Claim,  currently  owned  by El  Capitan  and  whose  legal
description is attached as Exhibit A in exchange for 720,000 newly issued shares
of U.S.  Canadian.  The items in this  paragraph are property of the parties and
not the joint  venture  and are not  subject to  termination  or sale to satisfy
liabilities of the Joint Venture.

El Capitan  shall  operate the  operations  as they relate to the  tailings  and
settlement pond and contribute the equipment  needed for such  operations.  U.S.
Canadian shall  contribute to the operating  capital for 90 days which shall not
exceed the wages for 3 or 4 workers,  fuel and equipment repair and maintenance,
and necessary equipment for operation approved by J.V. Partners.  The net profit
from the tailings and settlement pond operations  shall be split 50-50 among the
parties.

SECTION 2.2    ADJUSTMENTS and Interest.

         Unless otherwise approved by the Joint Venturers,  no adjustment to the
Percentage  Interest of any Joint  Venturer  shall be made  except as  otherwise
provided herein or as a result of a transfer of a Joint Venturer's Joint Venture
interest or a portion thereof.

<PAGE>

SECTION 2.3    CAPITAL Accounts.

2.3.1  GENERAL.  As used  herein,  the term Capital  Account  shall refer to the
capital  account  of each  Joint  Venturer  reflecting  the value of each  Joint
Venturer's  relative  interest  in the capital of the Joint  Venture.  A Capital
Account,  as defined  herein,  shall be maintained  for each Joint  Venturer and
shall be subject to adjustment as provided in subsection 2.3.3.

2.3.2 INITIAL CAPITAL  CONTRIBUTION AND INITIAL  CAPITAL.  Upon the execution of
this Agreement,  the parties shall make contributions as stated in paragraph 2.1
of this Agreement.

SECTION 2.4    Allocations of Profits and Losses to Joint Venturers.

         All profits shall be retailed by U. S, Canadian other than as disclosed
in 2.1.

SECTION 2.5    Time LIMIT for Approval

         Where an issue arises  needing a vote,  such vote shall be given within
five (5)  calendar  days of a written  request  by the  other  party for a vote.
Should a response not be returned  within the stated period,  then the vote will
be considered in the affirmative.

                                  ARTICLE III

                                   MANAGEMENT

SECTION 3.1    JOINT Venture Manger.

U.S.  Canadian  is hereby  appointed  Manager  or  Venture  Manager of the Joint
Venture and shall be responsible for the internal operation of the venture.  Any
direct cost incurred shall be paid out of Joint Venture funds.

SECTION 3.2    Other BUSINESS Activities.

         Nothing  herein is to be  construed  as giving any party an interest in
other  business of the  parties  except  those  construed  specifically  by this
Agreement or incorporated by an amendment hereto.

         The parties  mutually  acknowledge  that each is involved in additional
businesses  and are not  restricted to  participating  with each other except as
stated in the first right of refusal for additional projects.

                                   ARTICLE IV

                                   ACCOUNTING

SECTION 4.1    Books, RECORDS, and Fiscal Year.

4.1.1  GENERAL.  The  Joint  Ventures  books and  records  of  account  shall be
maintained  in  accordance  with  generally   accepted   accounting   principles
consistently  applied on the cash  basis and shall be  adequate  to provide  any

<PAGE>

Joint  Venturer  with all  financial  information  as may be needed by any Joint
Venturer or any Affiliate of any Joint  Venturer for purposes of satisfying  the
financial  reporting  obligations of any Joint Venturer or his or its respective
affiliate  or  affiliates.  The fiscal  year of the Joint  Venture  shall end on
December 31 of each year. The books and records shall be maintained at the Joint
Ventures' principal place of business.

SECTION 4.2    Other ACCOUNTING Decisions.

         All accounting decisions and tax elections for the Joint Venture (other
than those specifically  provided for in other Sections of this Agreement) shall
be made from time to time as required and approved by the Venture Manager.

                                   ARTICLE V

                           SALE, TRANSFER, OR MORTGAGE

SECTION 5.1    GENERAL.

         Except as expressly  permitted  herein,  no Joint  Venturer shall sell,
sign, transfer,  mortgage,  charge, or otherwise encumber,  or permit any of the
foregoing,  whether  voluntarily  or  by  operation  of  law  (herein  sometimes
collectively  called a  transfer),  any part or all of his or its Joint  Venture
interest without the prior written  approval of the other Joint  Venturers,  and
any attempt to do so shall be void.

5.1.1   PERMITTED TRANSFERS

        (a) Any Joint Venturer may transfer or assign his or its interest in the
Joint Venture to any  corporation or general  partnership  that is controlled by
such Joint Venturer,  or to any limited  partnership in which the Joint Venturer
would be the general  partner,  and such transfers or  assignments  shall not be
subject to this SUBSECTION,,  but the transferee thereof shall be subject to all
the terms and conditions of this Agreement,  including  without  limitation this
subsection,  and as a condition precedent to any such transfer,  such transferee
shall enter into a written agreement agreeing to be bound by the terms hereof.

SECTION 5.2    CLOSINGS.

        5.2.1  TERMINATION  OF  OBLIGATIONS.  As of the  effective  date  of any
transfer not prohibited  hereunder by a Joint Venturer of its entire interest in
the Joint  Venture,  such  Venturers'  rights and  obligations  hereunder  shall
terminate  except  as to items  accrued  as of such  date and  except  as to any
indemnity  obligations  of such Joint  Venturer  attributable  to acts or events
occurring  prior to such date.  Thereupon,  except as  limited by the  preceding
sentence,  this Agreement shall terminate as to the transferring  Joint Venturer
but shall  remain in effect as to the other Joint  Venturers.  In the event of a
transfer of its or his entire  Joint  Venture,  interest by a Joint  Venturer to
another Joint Venturer,  the Joint Venturer to whom such interest is transferred
shall  indemnify,  defend,  and hold harmless the Joint Venturer so transferring
its or his Joint Venturer interest from and against any and all claims, demands,
liabilities,  expenses,  actions,  lawsuits,  and other proceedings,  judgments,
awards and costs  (including  reasonable  attorneys fees) incurred in or arising
directly or indirectly, in whole or in part, out of operation of the business of
the Joint Venture,  excluding only those matters listed above, if any,  accruing
prior to the date of such transfer.

<PAGE>

SECTION 5.3    WITHDRAWALS.

Each of the Joint  Venturers  does  hereby  covenant  and agree that it will not
withdraw  or retire  from the Joint  Venture,  except as a result of a permitted
transfer of its entire  interest in the Joint  Venture  pursuant to the terms of
this  Agreement,  and that it will  carry out its  duties  and  responsibilities
hereunder until the Joint Venture is terminated, liquidated, and dissolved.

                                   ARTICLE VI

                             DEFAULT AND DISSOLUTION

SECTION 6.1    EVENTS of Default.

        6.1.1  DEFINITIONS  AND  CURE  PERIODS.  The  occurrence  of  any of the
following  events  shall  constitute  an event of  default  (Event  of  Default)
hereunder  on the part of the Joint  Venturer  with  respect  to whom such event
occurs  (Defaulter) if within thirty (30) days following  written notice of such
default from the Joint Venture  Manager the Defaulter  fails to pay such monies,
or in the case of nonmonetary defaults, fails to commence substantial efforts to
cure such default or thereafter  fails within a reasonable  time to prosecute to
completion  with diligence and continuity the curing of such default;  provided,
however,  that the occurrence of any Act of Insolvency (as hereafter  defined in
subsection  6.1.2) shall  constitute an Event of Default  immediately  upon such
occurrence  without  any  requirement  of notice or  passage  of time  except as
specifically set forth in any such subparagraph.

        (a) the  violation by a Joint  Venturer of any of the  restrictions  set
forth in  Article  V of this  Agreement  upon the right of a Joint  Venturer  to
transfer its Joint Venture interest;

        (b)  default  in  performance  of or  failure  to comply  with any other
agreements, obligations, or undertakings of a Joint Venturer herein contained.

SECTION 6.2    CAUSES of Dissolution.

        The Joint  Venture shall be dissolved  only if a Dissolving  Event shall
occur. A Dissolving Event shall occur when:

        (a) An Event of Defaults has occurred as provided in Section 6.1 and the
nondefaulting  Joint Venturers elect to  dissolve the Joint  Venture as provided
in Section 6.3 hereof;

         (c) he Joint Venture,  by its terms as set forth in this Agreement,  is
terminated.

<PAGE>

SECTION 6.3    ELECTION OF NONDEFAULTING JOINT VENTURER.

        6.3.1 PURCHASE OF DEFAULTERS INTEREST.  Upon .the occurrence of an Event
of  Default  by any  Joint  Venturer  (Defaulter),  the  other  Joint  Venturers
(Nondefaulters)  shall have the right to acquire  all, but not less than all, of
the Joint  Venture  interest of the  Defaulter  for cash,  except as provided in
subsection  6.3.2  hereof,  at a  price  determined  pursuant  to the  appraisal
procedure set forth in Article VII,  subject to  adjustment as otherwise  herein
set  forth.  In  furtherance  of  such  right,  a  Nondefaulter   (the  Electing
Nondefaulter) may notify the Defaulter at any time following an Event of Default
of its election to institute the  appraisal  procedure set forth in Article VII.
Upon  receipt  of  notice  of  determination  of the  fair  market  value of the
Defaulters  Joint Venturer  interest,  the Electing  Nondefaulter may notify the
Defaulter of its election to purchase the interest of the Defaulter.

        6.3.3  DEFAULTERS  RIGHT TO CURE.  The right of a  Defaulter  to cure an
Event of Default  shall expire upon a Joint  Venturer  giving to the Defaulter a
notice of election to purchase the Defaulters interest in the Joint Venture.

        6.3.4  DISTRIBUTION  UPON  DISSOLUTION.  The assets of the Joint Venture
shall  be  applied  or  distributed  in  liquidation  upon  the  happening  of a
Dissolving Event in the following order of priority:

        (b) in  payment  of debts and  obligations  of the Joint  Venture to any
Joint Venturer;

        (c) to the Joint Venturers is the same manner and in the same priorities
and  percentages  as Net Proceeds are  allocated  and  distributed  to the Joint
Venturers as set forth herein.

                                  ARTICLE VII

                               GENERAL PROVISIONS

SECTION 7.1    Complete AGREEMENT; Amendment; Notice.

        7.1.1 ENTIRE AGREEMENT. This Agreement embodies the entire understanding
of the  parries,  and any  changes  must be made is  writing  and  signed by all
parties.

        7.1.2  AMENDMENT.  This instrument may be amended or modified only by an
instrument of equal formality signed by all of the respective parties hereto.

        7.1.3 NOTICE.  All notices under this Agreement  shall be in writing and
shall be delivered by personal  service,  or by  certified or  registered  mail,
postage  prepaid,  return receipt  requested,  to the Joint Venturers (and where
required,  to the person required to be copied with the notice) at the addresses
herein or at such other address as the  addressee may designate in writing,  and
to the Joint Venture at its principal  place of business as sot forth in Section
1.3 hereof, and shall be effective upon receipt (or refusal to accept).

<PAGE>

        The addresses for notices to the Joint Venturers are as follows:

U.S. Canadian Minerals, Inc.
4955 S. Durango #216
Las Vegas, NV 89113

El Capitan Precious Metals, Inc.
7315 East Parkview Ave.
Englewood, Co. 80111

SECTION 7.2    ATTORNEYS' Fees.

Should   litigation   be   commenced   between  the  parties   hereto  or  their
representatives, or should any party institute any proceeding in a bankruptcy or
similar court which has  jurisdiction  over any other party hereto or any or all
of his or its property or as concerning  any provision of this  Agreement or the
rights  and  duties of any parson or entity in  relation  thereto,  the party or
parties  prevailing in such  litigation  shall be entitled,  in addition to such
other  relief as may be granted,  to a  reasonable  sum as and for his or its or
their attorneys' fees and court costs in such litigation or in a separate action
brought for that purpose.

SECTION 7.3    VALIDITY.

        In the event that any  provision of this  Agreement  shall be held to be
invalid or  unenforceable,  the same shall not affect in any respect  whatsoever
the validity or enforceability of the remainder of this Agreement.

SECTION 7.4    SURVIVAL of Rights.

        Except as  provided  herein to the  contrary,  this  Agreement  shall be
binding  upon and inure to the benefit of the parties  signatory  hereto,  their
respective heirs, executors, legal representatives, and permitted successors and
assigns.

SECTION 7.5    GOVERNING Law.

        This  Agreement  has been entered  into in the state of Nevada,  and all
questions with respect to this  Agreement and the rights and  liabilities of the
parties  hereto  shall be governed  by the laws of Nevada,  and the venue of any
action brought hereunder shall be in Clark County, state of Nevada.

SECTION 7.6    WAIVER.

        No consent or waiver,  express or implied,  by a Joint Venturer to or of
any breach or default by another Joint Venturer in the performance by such other
Joint Venturer of its obligations hereunder shall be deemed or construed to be a
consent or waiver to or of any other  breach or default  in the  performance  by
such other Joint Venturer hereunder.  Failure on the part of a Joint Venturer to
complain  of any act or failure to act of another  Joint  Venturer or to declare
another  Joint  Venturer  in  default,  irrespective  of how long  such  failure
continues,  shall not  constitute a waiver by such Joint  Venturer of its rights
hereunder.  The giving of consent by a Joint  Venturer in any one instance shall
not limit or waive the necessity to obtain such Joint Venturer's  consent in any
future instance.

<PAGE>

SECTION 7.7    REMEDIES IN EQUITY.

        The rights and remedies of any of the Joint  Venturers  hereunder  shall
not be mutually  exclusive,  i.e., the exercise of one or more of the provisions
hereof shall not preclude the exercise of any other provisions  hereof.  Each of
the Joint Venturers  confirm that damages at law may be an inadequate remedy for
a breach or threatened  breach of this Agreement and agree that, in the event of
a breach or threatened breach of any provision hereof, the respective rights and
obligations hereunder shall be enforceable by specific performance,  injunction,
or other  equitable  remedy,  but nothing  herein  contained is intended to, nor
shall it,  limit or affect any rights at law or by statute or  otherwise  of any
party  aggrieved as against the other for a breach or  threatened  breach of any
provision  hereof,  it being the  intention  by this  Section  to make clear the
agreement of the Joint  Venturers that the respective  rights and obligations of
the Joint  Venturers  hereunder shall be enforceable in equity as well as at law
or otherwise.

SECTION 7.8    INDEMNIFICATION.

        Each Joint Venturer  (Indemnifying  Venturer) hereby agrees to indemnify
and hold the other  Joint  Venturers  and the Joint  Venture  harmless  from and
against any and all claims,  demands,  actions,  and rights of action (including
attorneys  fees and costs) that shall or may arise by virtue of anything done or
omitted  to be done by the  Indemnifying  Venturer  (through  or by its  agents,
employees,  or other representatives)  outside the scope of, or in breach of the
terms of, this  Agreement;  provided,  however,  that the other Joint  Venturers
shall be notified promptly of the existence of any such claim,  demand,  action,
or cause of action and shall be given  reasonable  opportunity to participate in
the  defense  thereof.  In the  event  that  one  Joint  Venturer  shall be held
severally  liable  for the  debts of the  joint  venture  he  shall  be  awarded
contribution  from the other Venturers so that each Joint Venturer shall only be
obligated to pay that portion of such  liability as shall be  proportion to such
Joint Venturers interest in the Joint Venture.

SECTION 7.9    COUNTERPARTS.

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

SECTION 7.10   FURTHER ASSURANCES.

        Each party hereto agrees to do all acts and things and to make, execute,
and deliver such written  instruments  as shall from time to time be  reasonably
required to carry out the terms and provisions of this Agreement.

<PAGE>

        IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the
day and year first above set forth.



         /s/ Rendal Williams, President
         ------------------------------------
         By: Rendal Williams, President
         U.S. Canadian Minerals, Inc.


         /s/ Charles C. Mottley
         ------------------------------------
         By: Charles C. Mottley, President
         El Capitan Precious Metals, Inc.


<PAGE>

                                    EXHIBIT A

                                 C.O.D. PROPERTY


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                                           COUNTY RECORDER       B.L.M.
                                                                 A.M.C. NOS.
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CLAIM NAME                            BOOK        PAGE
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JAYNE                                 841         806-907        175025
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KIM                                   841         808-809        175025
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ERIC                                  841         810-811        175015
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MARC                                  841         812-813        175030
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O.J.B.                                841         814-815        175033
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GOLDEN MOON                           841         816-817        175024
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RICO                                  841         834-835        175039
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NOON NO. 1                            841         832-833        175032
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WHITE EAGLE                           841         850-851        175044
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WHITE EAGLE #2                        841         852-853        175045
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REUBE                                 841         848-849        175035
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UNIT                                  841         846-847        175043
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RENO                                  841         844-845        175034
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