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EXHIBIT 4.9

                            JOINT ESCROW INSTRUCTIONS


Dated as of the date of the
Securities Purchase Agreement to
Which These Joint Escrow
Instructions Are Attached

Law Offices of Michael S. Rosenblum
1875 Century Park East, Suite 700
Los Angeles, CA  90067

Attention:        Michael S. Rosenblum, Esq.

Dear Mr. Rosenblum:

         As escrow agent for both Biogan International, Inc., a Delaware
corporation (the "Company"), and the Buyers (collectively the "Buyer") of 8%
Secured Convertible Debenture, in the principal amount of $2,035,000 (which may
be issued to each individual Buyer in series) (the "Debentures") of the Company,
who is named in the Securities Purchase Agreement between the Company and the
Buyer to which a copy of these Joint Escrow Instructions is attached as Annex II
(the "Agreement"), you (hereafter, the "Escrow Agent") are hereby authorized and
directed to hold the documents and funds (together with any interest thereon,
the "Escrow Funds") delivered to the Escrow Agent pursuant to the terms of the
Agreement in accordance with the following instructions:

         1. The Escrow Agent shall, as promptly as feasible, notify the Company
of receipt of the purchase price for the Debentures from, or on behalf of, the
Buyer (the "Purchase Price"), and notify the Buyer (or such agent as the Buyer
may designate in writing) of receipt of the original Debentures. As promptly as
feasible upon receipt of notice (whether oral or in written form) from the
Company and the Buyer that the respective conditions precedent to the purchase
and sale have been satisfied (which notice shall not be unreasonably withheld),
the Escrow Agent shall, after reduction by the amounts referred to in the next
succeeding sentence of this paragraph, release the Escrow Funds to or upon the
order of the Company, and shall release the original Debentures to the Buyer.
After receipt of such notice, an amount equal to $200,000 to Thomson Kernaghan,
for its services as broker, legal and accountant fees as directed by the Company
in its disbursement instructions and $35,000 in legal fees and costs for
services rendered to Buyer (and not to the Company which has retained its own
legal counsel with respect hereto and the Agreement) and escrow fees to the
Escrow Agent, shall be released to or upon the order of the Escrow Agent. If the
original Debentures are not deposited with the Escrow Agent within ten (10) days
after receipt by the Company of notice of receipt by the Escrow Agent of the
Purchase Price funds from the Buyer, the Escrow Agent shall notify the Buyer and
the Buyer shall be entitled to cancel the purchase and demand repayment of the
funds. If such funds are not deposited with the Escrow Agent within ten (10)
days after receipt by the Buyer of notice of receipt by the Escrow Agent of the
original Debentures from the Company, the Escrow Agent shall notify the Company
and the Company shall be entitled to cancel the purchase and demand return of
such Debentures. If the Company or the Buyer notifies the Escrow Agent that on
the Closing Date (as defined in the Agreement) the conditions precedent to the
obligations of the Company or the Buyer, as the case may be, under the Agreement
were not satisfied or waived, then the Escrow Agent shall return the Escrow
Funds to the Buyer and shall return the original Debentures to the Company.
Prior to return of the Escrow Funds to the Buyer, the Buyer shall furnish such
tax reporting or other information as shall be appropriate for the Escrow Agent
to comply with applicable United States laws. The Escrow Agent shall deposit all
funds received hereunder in the Escrow Agent's attorney trust account at City
National Bank, in Los Angeles, California.


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         2. The Escrow Agent's duties hereunder may be altered, amended,
modified or revoked only by a writing signed by the Company, the Buyer and the
Escrow Agent.

         3. The Escrow Agent shall be obligated only for the performance of such
duties as are specifically set forth herein and may rely and shall be protected
in relying or refraining from acting on any instrument reasonably believed by
the Escrow Agent to be genuine and to have been signed or presented by the
proper party or parties. The Escrow Agent shall not be personally liable for any
act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while
acting in good faith, and any act done or omitted by the Escrow Agent pursuant
to the advice of the Escrow Agent's attorneys-at-law shall be conclusive
evidence of such good faith.

         4. The Escrow Agent is hereby expressly authorized to disregard any and
all warnings given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law and is hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case the Escrow Agent obeys or complies with any such order, judgment
or decree, the Escrow Agent shall not be liable to any of the parties hereto or
to any other person, firm or corporation by reason of such decree being
subsequently reversed, modified, annulled, set aside, vacated or found to have
been entered without jurisdiction.

         5. The Escrow Agent shall not be liable in any respect on account of
the identity, authorities or rights of the parties executing or delivering or
purporting to execute or deliver the Agreement or any documents or papers
deposited or called for hereunder.

         6. The Escrow Agent shall be entitled to employ such legal counsel and
other experts as the Escrow Agent may deem necessary properly to advise the
Escrow Agent in connection with the Escrow Agent's duties hereunder, may rely
upon the advice of such counsel, and may pay such counsel reasonable
compensation therefor. The Escrow Agent has acted as legal counsel for the
Buyer, and may continue to act as legal counsel for the Buyer, from time to
time, notwithstanding its duties as the Escrow Agent hereunder. The Company
consents to the Escrow Agent acting in such capacity as legal counsel for the
Buyer and waives any claim that such representation represents a conflict of
interest on the part of the Escrow Agent. The Company understands that the Buyer
and the Escrow Agent are relying explicitly on the foregoing provision in
entering into these Joint Escrow Instructions.

         7. The Escrow Agent's responsibilities as escrow agent hereunder shall
terminate if the Escrow Agent shall resign by written notice to the Company and
the Buyer. In the event of any such resignation, the Buyer and the Company shall
appoint a successor Escrow Agent.

         8. If the Escrow Agent reasonably requires other or further instruments
in connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.

         9. It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of possession of the documents
or the Escrow Funds held by the Escrow Agent hereunder, the Escrow Agent is
authorized and directed in the Escrow Agent's sole discretion (1) to retain in
the Escrow Agent's possession without liability to anyone all or any part of
said documents or the Escrow Funds until such disputes shall have been settled
either by mutual written agreement of the parties concerned or by a final order,
decree or judgment of a court of competent jurisdiction after the time for
appeal has expired and no appeal has been perfected, but the Escrow Agent shall
be under no duty whatsoever to institute or defend any such proceedings or (2)
to deliver the Escrow Funds and any other property and documents held by the
Escrow Agent hereunder to a state or federal court having competent subject
matter jurisdiction and located in the Los Angeles, California, in accordance
with the applicable procedure therefor.


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         10. The Company and the Buyer agree jointly and severally to indemnify
and hold harmless the Escrow Agent from any and all claims, liabilities, costs
or expenses in any way arising from or relating to the duties or performance of
the Escrow Agent hereunder other than any such claim, liability, cost or expense
to the extent the same shall (a) have been tax obligations in connection with
Escrow Agent's fee hereunder, or (b) have been determined by final, unappealable
judgment of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of the Escrow Agent, or (c) be a liability, or
arise from liability, to either the Company or the Buyer.

         11. Any notice required or permitted hereunder shall be given in manner
provided in the Section headed "NOTICES" in the Agreement, the terms of which
are incorporated herein by reference.

         12. By signing these Joint Escrow Instructions, the Escrow Agent
becomes a party hereto only for the purpose of these Joint Escrow Instructions;
the Escrow Agent does not become a party to the Agreement. The Company and the
Buyer have become parties hereto by their execution and delivery of the
Agreement, as provided therein.

         13. This instrument shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and permitted assigns and
shall be governed by the laws of the State of California without giving effect
to principles governing the conflicts of laws. A facsimile transmission of these
instructions signed by the Escrow Agent shall be legal and binding on all
parties hereto.

         14. Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings provided in the Agreement.



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         15. The rights and obligations of any party hereto are not assignable
without the written consent of the other parties hereto. These Joint Escrow
Instructions constitute the entire agreement amongst the parties with respect to
the subject matter hereof.

                              Biogan International, Inc., a Delaware corporation


                              By:      /S/ Gilles Laverdiere
                                  ----------------------------------------------
                                       President

                              BUYER

                              CALP II, LLC, a Bermuda limited liability company


                              By:      /S/ Mark Valentine
                                  ----------------------------------------------
                                       Manager

                              Carbon Mesa Partners, LLC, a Nevada limited
                              liability company


                              By:      /S/ Michael Rosenblum
                                  ----------------------------------------------
                                       Manager



ACCEPTED BY ESCROW AGENT:
Law Offices of Michael S. Rosenblum


By: /S/ Michael Rosenblum
    ----------------------------------------

Date: March 8, 2000