Exhibit 10.8 




OPTION AGREEMENT  



THIS AGREEMENT made the
30th day of January, 2002 



BETWEEN 



WESTLAND CAPITAL INC. 
(Hereinafter called
“Westland”) 



OF THE FIRST PART 



and 






PAUL C. MCLEAN, FRANK P. TAGLIAMONTE "IN TRUST" and ESTATE OF PIERRE G. LACOMBE
(Hereinafter called “McLean,
Tagliamonte and Lacombe”) 



OF THE SECOND PART 



WHEREAS Westland and McLean,
Tagliamonte and Lacombe entered into an Option Agreement dated the 12th day of
September, 2001 with respect to leased mining claims in the Township of Maria, in the
Province of Ontario, further described in the Schedule “A” attached, the
“Property”). 



And WHEREAS the parties of the
first and second parts wish this as the formal agreement incorporation all of the terms
and conditions herein. If the parties agree that this accurately describes our agreement,
please execute where indicated. 



	1.	OPTIONOR’S
WARRANTIES AND REPRESENTATIONS:  






        The
Optionor represents and warrants to “Westland” that: 



	 	• 	it
will hold at time of Closing, as defined below a 100% registered beneficial and undivided
interest in the Property, free of all encumbrances.  





	 	• 	it
has no knowledge of the Property that, if it were known to “Westland” would
cause “Westland” not to enter into this Agreement.  





	 	• 	the
Property is in good standing with all relevant municipal, provincial and federal
                  authorities; and  






	 	• 	it
is empowered to enter into this Agreement.  






	2.	“WESTLAND”WARRANTIES
AND REPRESENTATIONS:  






	 	• 	"Westland"
warranties and represents to the Optionor that: 





	 	• 	it
is empowered to enter into this Agreement 





	 	• 	it
is duly incorporated and validly exists under the laws of Ontario and it lawfully
registered to hold mineral claims and real property in the province of Ontario.  





	 	• 	this
agreement will be registered with the proper provincial authorities. 






	3. 	CLOSING 






	 	
Closing
to take place within 21 days of the Optionor providing proof of clear titles. And proof of
consent of the Ministry of Northern Development of Mines, Ontario, to transfer of the
Property to “Westland”. 














	4.  	PAYMENTS
BY “WESTLAND” TO THE OPTIONOR:  






	 	
Cash 






	 	
a:
      $3,000.00 non-refundable payment paid September 21st, 2001             
b:
      $47,000 payment on closing 






	5.  	ROYALTY  






	 	         a:  	$20,00
per ton of graphite carbon concentrate produced, payable as outlined in  Paragraph 6,
below. 






	 	b.  	2.5%
Net Smelter Return payable on any other minerals derived from the Property
                    (See Schedule “B”, attached)  






	6.  	ADVANCE
ROYALTY  






	 	
An
advance royalty of $27,000.00 per annum will be paid to the Optionor semi-annually (the
“Advance Royalty”), the first payment being due March 12, 2002 and subsequent
payments at 6 month intervals thereafter during the currency of this agreement. The
“Advance Royalty” payments are non-refundable by the Optionor. if any Royalty
payment is due, it must be added to the “Advance Royalty” payments as follows: 






	 	
a:     
To the “Advance Royalty” of $13,500.00, add an amount represented by
“n” but only where “n” is a positive number, according to the
following formula: n+(x plus Royalty Account Balance), where “x” represents the
royalty owning for the 6 month period preceding the payment date. The Royalty Account
Balance is calculated from time to time by adding all the Advance Royalty and Royalty
Payment, less all of the Royalties due. 






	 	
For
example, see Schedule “C” 






	7.  	DEFAULT
AND TERMINATION  






	 	
If
at any time after Closing and during the currency of this “Option Agreement”
“Westland” fails to make any payment required or meet its obligations under the
Agreement, the Optionor shall gave “Westland” written notice of default
describing the default and “Westland” shall have 30 days in receipt of such
notice to: 






	 	a. 	Cure
the default.  






	 	b. 	And
if “Westland”, has not, within 30 days following delivery of such
          Notice of Default, cured such default by appropriate payment, and if
          “Westland” fails to comply with the provisions of paragraphs 5 and 6
          the Optionor may terminate this agreement and the Property shall be transferred
          back to the original Optionor as originally received, and any cists incurred to
          transfer back the Property will be at “Westland’s” expense.  














should “Westland” fail to
respond to the notice outlined herein, the Property shall be deemed abandoned on the 3st
day following delivery of the notice, and any Royalty then owning shall become due and
payable forthwith and the provisions of Paragraph 9 will then apply. 



	8.  	ABANDONMENT  






	 	
“Westland”
may abandon the Property and terminate this Agreement at any time after Closing, but must
provide 60 days advance notice of Abandonment to the Optionor. In the event of abandonment
“Westland” must pay to the Optionor any Royalty owing as of the notice date,
payable within thirty days of the notice date. The Optionor will be provided with a
complete up-to-date set of all engineering, milling, mining, and marketing data at time of
abandonment. 






	9.  	PROPERTY
REHABILITATION  






	 	
In
the event of abandonment, “Westland” agrees that it is entirely responsible for
restoring the Property to the state required by all applicable government ministries
regulations. 






	10.  	DISPUTE
RESOLUTION AND ARBITRATION  






	 	
In
the event that any disagreement arises between the parties with reference to this
Agreement with respect to the accounting of royalties and any other matter arising
hereunder and upon which parties cannot agree, then every such disagreement shall be
referred to arbitration pursuant to the provisions of the Arbitration Act of Ontario and
in accordance with the provisions of this section. The decision of the arbitrator(s) shall
be final, binding and without appeal. However, any dispute will not have the effect of
halting or otherwise hindering “Westland” operations while the issue is being
resolved. 






	11.  	FURTHER
GRANTS AND AGREEMENTS BY THE OPTIONOR  






          	 	a. 	
               Grant to “Westland” the right to assign all of its rights under this
               Agreement to a subsidiary, affiliate, related party or public company without
               the Optionor’s consent and to any other third party with the written
               consent of the Optionor, such consent not to be unreasonable withheld. Any
               transaction covering this Option Agreement must include a covenant that any
               purchaser or partner or affiliate will perform all of the obligations of
               “Westland”. 


               



          	 	b. 	
               Grant to “Westland” exclusive right to enter onto the Property for the
               purposes of exploration and sampling prior to Closing. 


               



          	 	c. 	
               Will convey to “Westland” title to the property at Closing, and agree
               that “Westland” is entitled to quiet possession of the property
               thereafter. 


               



          	 	d. 	
               Agree to provide “Westland” original documents and/or copies of all
               engineering, geological, or other activity reports which the may have in their
               possession, as well as any other information which “Westland” may
               request from time to time about the history of the Property, if the Optionor has
               access to such information, and 


               











          	 	e. 	
               Agree and acknowledge that they enter upon the Property at their own risk during
               the currency of this Agreement, and indemnify “Westland” against
               claims for damages of any nature or kind arising from their activities on the
               Property. 


               



	12.  	FURTHER
GRANTS AND AGREEMENTS BY “WESTLAND”  






          	 	a. 	
               Grants to the Optionor access to the property at reasonable times, and the right
               to have a representative examine and be provided with current copies on a semi
               annual basis, of all relevant production and/or shipping records which
               substantiate the Royalty due. 


               



          	 	b. 	
               Agrees and saves harmless the Optionor against claims for damages of any nature
               or kind arising from its exploration and production activities on the Property
               from the date of this Agreement, during the currency of this Agreement. 


               



          	 	c. 	
               Agrees to conduct its exploration and production activities in a good and
               workmanship like manner, to keep the Property in good standing, including
               payment of all property taxes, and to ensure that its activities at the site are
               in substantial compliance with all applicable government regulations. 


               



          	 	d. 	
               Grants the Optionor the right to assign their interest with the Consent of
               “Westland”, such consent not to be unreasonably withheld; and 


               



          	 	e. 	
               acknowledges and agrees that during the currency of this Agreement, there is a
               Rea of Interest covering the are of one claim unit, as a claim unit is defined
               under the Mining Act of Ontario, around the perimeter of the Property, and that
               any property acquired by “Westland” within the Area of Interest during
               the currency of this Agreement will be subject to the terms and conditions of
               this Agreement. 


               



          	 	f. 	
               “Westland” shall take out and maintain with respect to the Property
               general liability insurance against personal and bodily injury, including death,
               and “Property” damage for $2,000,000.00 per person per occurrence; to
               be increased to $5,000,000.00 once work on the Property is commenced.
               “Westland” will provide Optionor with a copy of said policy. 


               



          	 	g. 	
               “Westland and “McLean, Tagliamonte and Lacombe” hereby covenant
               and agree that the “Property” is being assumed on an as-is, where-is
               basis with respect to environmental issues and that there are no representations
               or warranties given to “Westland”. Further “Westland”
               specifically covenants and agrees to indemnify “McLean, Tagliamonte, and
               Lacombe” from all actions, suits, losses and damages and expenses in
               respect of any environmental issues be they past, present or future arising out
               of the said “Property”. 


               



	13.  	NOTICES 






	 	
Any
notices to be given to “Westland” are to be addressed to the following, sent via
registered mail prepaid or prepaid courier, and shall be deemed delivered on the fifth
business day following the date of mailing or date sent by courier. 






	 	
Westland
Capital Inc.  
                 Attention: Mr. Richard West 
                  P.O. Box 288
                  
Carlisle, Ontario                   
L0R 1H0 














        “Westland”
must give Optionor written notice of any change of address. 



	 	
Any
notices to be given to the Optionor are to be addressed to the sent via registered mail
prepaid or prepaid courier, and shall be deemed delivered on the fifth business day
following the date of mailing or date sent by courier. 







	 	
Mr.
Paul C. McLean                   
P.O. Box 644                   
South River, Ontario
                  P0A 1X0 







	 	
The
Optionor hereby agree and acknowledge that any notice delivered as provided for herein
will          be deemed to have been give to all of the optioning parties. 






	 	
Any
payment to be  delivered to the  Optionor  must be divided  into three equal parts,  and
each          part of the  payment  made  payable to each of the  optioning  parties,  or
made  payable as each          optioning  party may notify  "Westland"  in writing,  from
time to time.  All payments to be made          pursuant to this  Agreement are to be
sent to the following  via regular  mail,  registered  mail          prepaid,  or prepaid
 courier,  and shall be deemed delivered on the fifth business day following          the
date of mailing, or date sent by courier.   






	 	To:  	Mr.
Paul C. McLean 
P.O. Box 644 
South River, Ontario  
P0A 1X0  







	14.  	MONIES  







All sums described herein are in
Canadian Dollars. 



	15.  	GOVERNING
LAW  






This
Agreement will be governed by the laws of the Province of Ontario. 



	 	
This
Agreement shall ensure to the benefits of and be binding upon the parties, their
successors and assigns. 






Signed as at the date above written: 




/s/ Richard West 
Richard West

Westland Capital Inc. 
By its authorized signatory  




Acknowledged and Agreed this 30 of
January, 2002 




/s/ Paul C. McLean 

    Paul C. McLean  

















/s/ Frank P. Tagliamonte 
Frank P.
Tagliamonte,  
"In Trust" 





Estate of Pierre G. Lacombe 
by the
Estate Trustees 



/s/ Jeannine Malchelosse 
     
Jeannine
Malchelosse  




/s/ Martin Lacombe 

      Martine Lacombe  





303374.1