Exhibit 10.5

EMPLOYMENT AGREEMENT

This AGREEMENT (the "Agreement") is made as of August 1, 2000 (the "EffectiveDate"), by and between Biogan International, Inc. (together with any successorin interest of Biogan International, Inc. hereunder, the "Company" or the"Employer") and **Kerry D. Smith**(the "Employee"). In consideration of themutual covenants contained in this Agreement, the Employer and Employee agree asfollows:

1.    Employment. The Employer agrees to employ the Employeeand the Employee agrees to be employed by the Employer on the terms andconditions set forth in this Agreement.

2.    Capacity and Reporting Responsibility. The Employeeshall devote his full time and attention to the position of President and ChiefOperating Officer of the Company. The Employee will, subject to the direction ofthe Board of Directors of the Company (the "Board"), be responsible for theCompany's operations.

3.    Compensation, Benefits, Expenses,Vacation etc. The compensation and benefitspayable to the Employee under this Agreement shall be as follows:

(a)    Salary. For all services rendered by the Employee    under this Agreement the Employer shall pay the Employee an initial salary    of US$60,000 per annum (less the required withholding taxes and other    customary and statutory deductions), payable in arrears in installments in    accordance with the Employer's standard payroll practices.

(b)    Salary Increase on Public Offering. On the first    day of the month (the "Increase Date") next following the month in which    occurs a closing of a public offering by the Company resulting in gross    proceeds to the Company of not less than US$5,000,000 (the "Public    Offering"), the Employee's salary shall be increased to US$180,000 per annum    (less the required withholding taxes and other customary and statutory    deductions), payable in arrears in installments in accordance with the    Employer's standard payroll practices.

(c)    Salary Increase on First Anniversary of Increase    Date. On the first anniversary of the Increase Date, the Employee's    salary shall be increased to US$240,000 per annum (less the required    withholding taxes and other customary and statutory deductions), payable in    installments in accordance with the Employer's standard payroll practices.

(d)    Regular Benefits. The Employee shall be entitled    to participate in any employee benefit plans, medical insurance plans, life    insurance plans, disability income plans, retirement plans, and other    benefit plans that the Employer may have in effect for senior management    employees of the Company from time to time (the "Regular Benefits").

(e)    Options.

(i)    The Employee shall be granted options to purchase        500,000 common shares of the Company pursuant to the Company's stock        option plan (the "Option Plan") at an exercise price equal to the price        at which common shares are issued pursuant to the Public Offering (the        "PO Price"). The Employee's options shall be subject to the terms and        conditions set forth in the Option Plan.

(ii)    On closing of the Public Offering, the Employee        shall be granted options to purchase 100,000 common shares of the        Company pursuant to the Company's Option Plan at an exercise price equal        to the PO Price. 

(f)    Shares. On closing of the Public Offering, the    Employer shall issue to the Employee: (i) 200,000 common shares of the    Company, and (ii) that number of common shares of the Company that is equal    to US$2,000 per month, calculated at the PO Price, for each month from the    Effective Date to the date of the Public Offering.

(g)    Vacation. The Employee shall be entitled to a    paid vacation of a total of four weeks per annum, beginning in the first    year of this Agreement, (but no pay in lieu thereof except as provided in    section 0 hereof), in accordance with the Employer's established policy for    vacations, as the same may be amended from time to time. All such vacations    shall be taken at a time or times reasonably acceptable to both Employer and    Employee.

4.    Extent of Service. During the Employee's employmentunder this Agreement, the Employee shall, subject to the direction andsupervision of the Board, devote the Employee's full time, best efforts andbusiness judgment, skill and knowledge to the advancement of the Employer'sinterests and to the discharge of the Employee's duties and responsibilitiesunder this Agreement. The Employee shall not engage in any other businessactivity, except as may be approved by the Board; provided that nothing in thisAgreement shall be construed as preventing the Employee from:

(a)    investing the Employee's assets in any company or    other entity in a manner not prohibited by section 0 and in such form or    manner as shall not require any material activities on the Employee's part    in connection with the operations or affairs of the companies or other    entities in which such investments are made and that such interests or    investments cannot be perceived to conflict with his duties and obligations    to the Employer;

(b)    making passive portfolio investments in shares of    corporations listed on a stock exchange or over the counter market which do    not exceed 2% of the issued and outstanding shares of any such corporation;    or

(c)    engaging in religious, charitable or other community    or non-profit activities that do not impair the Employee's ability to    fulfill the Employee's duties and responsibilities under this Agreement. 

5.    Termination and TerminationBenefits. The Employee's employment under thisAgreement shall terminate under the following circumstances set forth in thissection 0.

(a)    Voluntary Termination.    The Employee shall during the term hereof provide the Board with 60 days    prior written notice of his intention to voluntarily resign his position    with the Employer in which event the Employee shall be (i) entitled to be    paid his then current Salary pursuant to section 0 hereof pro rated to the    end of such 60 day notice period and any accrued and unpaid vacation pay and    (ii) entitled to no further compensation of any nature whatsoever. The    Employer may elect, in its sole discretion, in lieu of the Employee    continuing in the employ of the Employer for such notice period (or any part    thereof), to immediately terminate the employment of the Employee and pay    the Employee in a lump sum amount his then current Salary pursuant to    section 0 hereof, pro rated for the period from the date of termination to    the end of such 60 day period, and any accrued and unpaid vacation pay, in    which case the Employee shall not be entitled to further compensation of any    nature.

(b)    Constructive Dismissal. In the event of    termination of the Employee based on "constructive dismissal", the Employee    shall be entitled to elect, within 60 days of the happening of such event by    notice in writing to the Board, to treat this Agreement at an end in which    event the Employee shall be entitled to receive by way of a termination    allowance in an amount equal to the total of (i) his then current Salary    pursuant to section 0 hereof pro rated to the end of such 60 day notice    period and any accrued but unpaid vacation pay, and (ii) an aggregate of six    months of his then current Salary, payable in six equal installments once a    month, on the last business day of such month, for six months. Such payments    will be subject to statutory deductions and withholdings. In addition, the    Employee shall be entitled to, for six months following the end of the 60    day notice period, to the extent they can be made available, the Regular    Benefits pursuant to section 0 hereof. The Employee shall be entitled to no    further compensation of any nature whatsoever.

(c)    Dismissal without Cause. In the event of    termination of the Employee for reasons other than for cause, the Employer    may elect, in its sole discretion, to (i) give the Employee six months'    written notice of termination, or (ii) payment in lieu of notice of an    amount equal to six months of the Employee's then current Salary, payable in    six equal installments once a month on the last business day of such month    for six months. Such payment in lieu of notice will be subject to statutory    deductions and withholdings. In addition, the Employee shall be entitled to,    for six months following the date of such notice or payment in lieu thereof,    to the extent they can be made available, the Regular Benefits pursuant to    section 0 hereof. The Employee shall be entitled to no further compensation    of any nature whatsoever.

(d)    Termination by the Employer    for Cause. The Employee's employment under    this Agreement may be terminated for cause. In the event the Employee is,    during the term hereof, terminated for cause the Employee shall be entitled    to his then current Salary pursuant to section 0 hereof pro rated up to but    not beyond his dismissal date and any accrued but unpaid vacation pay and    shall be entitled to no further compensation of any nature whatsoever.

(e)    Return of Property. Upon termination of the    Employee's employment with the Employer for whatever reason, the Employee    hereby agrees to promptly return to the Employer as soon as possible, all    credit cards, keys, documents, computer programs, access cards, computers,    and any other material prepared by the Employee or furnished to or obtained    by the Employee in connection with the services required to be performed by    the Employee hereunder.

(f)    Acknowledgement. The Employee acknowledges and    agrees that the provisions in this section 0 are fair and reasonable and are    the result of negotiations between the parties.

6.    Confidential Information

(a)    The Employee acknowledges that certain of the    material and information made available to the Employee by the Employer in    the performance of the Employee's Services hereunder (the "Confidential    Information") will be of a confidential nature. Confidential Information    includes but is not limited to information about the Employer's business and    operations, suppliers, customers and business associates. The Employee    recognizes that the Confidential Information is the sole and exclusive    property of the Employer, and the Employee shall use his best efforts and    exercise utmost diligence to protect and maintain the confidentiality of the    Confidential Information. The Employee shall not for a period of three years    from the termination of this Agreement howsoever caused, directly or    indirectly, use the Confidential Information for his own benefit, or    disclose to another any Confidential Information, whether or not acquired,    learned, obtained or developed by the Employee alone or in conjunction with    others, except as such disclosure or use may be required in connection with    the performance of the services or as may be consented to in writing by the    Employer.

(b)    The Confidential Information is and shall remain the    sole and exclusive property of the Employer regardless of whether such    information was generated by the Employee or by others, and the Employee    agrees that upon termination of this Agreement he shall deliver promptly to    the Employer all such tangible parts of the Confidential Information or any    part thereof including, but not limited to, records, data, notes, reports,    proposals, lists, correspondence, materials, marketing or sales information,    computer programs, equipment, designs, or other documents or property that    are in the possession or under the control of the Employee without retaining    copies thereof.

(c)    Each of the foregoing obligations of the Employee in    this section 0 shall also apply to any confidential information of    customers, joint venture parties, suppliers, contractors and other entities,    of any nature whatsoever, with whom the Employer or any associate or    affiliate of the Employer has business relations.

(d)    Notwithstanding the foregoing provisions of this    clause, the Employee shall not be liable for the disclosure or use of any of    the Confidential Information to the extent that:

(i)    the Confidential Information is or becomes        available to the public from a source other than the Employee and        through no fault of the Employee; 

(ii)    the Confidential Information is lawfully        obtained by the Employee from a third party or a source outside this        Agreement; or

(iii)    the Confidential Information is required to be        disclosed pursuant to a legal obligation providing notice of such        required disclosure is first provided to Employer.

(e)    The Employee represents and warrants that he has no    other obligation to any former employer or to any other person that would    prevent him from fully performing his duties to the Employer, and the    Employee is not subject to any outstanding employment agreement or    restrictive covenant inconsistent with the terms of this Agreement. The    Employee represents and warrants that he has not disclosed to the Employer    any confidential information belonging to any third party in breach of any    obligation of confidence, and has not induced or caused, and will not induce    or cause, the Employer to use or disclose any confidential information of    any third party.

(f)    The covenants and agreements contained in this clause    shall survive the termination of this Agreement.

7.    Non-Competition andNon-Solicitation.

(a)    The Employee agrees that    during the term of this Agreement, and for a period of six months following    termination of this Agreement, if such termination results from the    voluntary resignation of the Employee under subsection 5(a) or the    Employer's termination of the Employee for cause under subsection 5(d), the    Employee will not engage, hold an interest, or have any involvement, either    directly or indirectly, in any business entity or venture that is engaged in    exploring for or developing, mining or processing non-ferrous metals in Guangxi Province of the People's Republic of China.

(b)    The Employee hereby agrees that all restrictions in    this section 7 are reasonable, valid and do not go beyond what is necessary    to protect the interests of the Employer, and all defences to the strict    enforcement thereof by the Employer are hereby waived by the Employee. The    provisions of this clause are only intended to safeguard against the    Employee participating in competitive endeavours against the Employer and    its affiliates and not from engaging in subsequent businesses which are not,    at the time of termination, in competition with the Employer and its    affiliates in Guangxi Province of the People's Republic of China.

(c)    In addition to any restriction imposed by this    section 7, for further certainty the Employee agrees not to during the term    of this Agreement, and for one year following termination of this Agreement,    howsoever caused,

(i)    request or advise any of the customers, suppliers        or other business contacts of the Employer or its affiliates to        withdraw, curtail, cancel or not increase their business with the        Employer or its affiliates; or

(ii)    directly or indirectly recruit, induce or        attempt to persuade any person who is then, or at any time during the        previous year has been, an employee, or outside consultant of the        Employer or its affiliates to terminate or curtail his or her        relationship with the Employer or its affiliates without the Employer's        prior written consent.

8.    Survival. The obligations contained in sections 5, 6,7 and 15 shall survive any termination of this Agreement, howsoever caused.

9.    Integration. This Agreement constitutes the entireagreement between the parties with respect to the subject matter hereof andsupersedes all prior agreements between the parties with respect to any relatedsubject matter. 

10.    Assignment; Successors and Assigns, etc. The Employeemay not make any assignment of this Agreement or any interest herein. ThisAgreement may be assigned by the Employer to any successor in interest to theEmployer by operation of law or otherwise, or to an affiliate of the Employer,without the prior consent of the Employee in the event that the Employer shalleffect a continuance, reorganization, consolidate with or merge into any othercorporation, partnership, organization or other entity, or transfer all orsubstantially all of its properties or assets to any other corporation,partnership, organization or other entity. This Agreement shall inure to thebenefit of and be binding upon the Employer and the Employee, their respectivesuccessors, executors, administrators, heirs and permitted assigns.

11.    Enforceability. If any portion or provision of thisAgreement (including, without limitation, any portion or provision of anysection of this Agreement) shall to any extent be declared illegal orunenforceable by a court of competent jurisdiction, then the remainder of thisAgreement, or the application of such portion or provision in circumstancesother than those as to which it is so declared illegal or unenforceable, shallnot be affected thereby, and each portion and provision of this Agreement shallbe valid and enforceable to the fullest extent permitted by law.

12.    Waiver. No waiver of any provision hereof shall beeffective unless made in writing and signed by the waiving party. The failure ofany party to require the performance of any term or obligation of thisAgreement, or the waiver by any party of any breach of this Agreement, shall notprevent any subsequent enforcement of such term or obligation or be deemed awaiver of any subsequent breach.

13.    Notices. Any notices, requests, demands and othercommunications provided for by this Agreement shall be sufficient if in writingand delivered in person or sent by a nationally recognized overnight courierservice or by registered or certified mail, postage prepaid, return receiptrequested, to the Employee at the last address the Employee has filed in writingwith the Employer or, in the case of the Employer, to the President, and shallbe effective on the date of delivery in person or by courier or three days afterthe date mailed.

14.    Amendment. This Agreement may be amended or modifiedonly by a written instrument signed by the Employee and by a duly authorizedrepresentative of the Employer.

15.    Governing Law. This contract shall be construed under and be governed inall respects by the laws of the Province of Ontario and the laws of Canadaapplicable therein. The courts of Ontario shall have jurisdiction to entertainand determine all disputes and claims, whether for specific performance,injunction, declaration or otherwise, both at law and in equity, however arisingout of or in any way in connection with the construction, breach, or alleged,threatened or anticipated breach of this Agreement and shall have jurisdictionto hear and determine all questions as to the validity, existence orenforceability thereof.

16.    Counterparts. This Agreement may be executed in anynumber of counterparts, including by facsimile, each of which when so executedand delivered shall be taken to be an original; but such counterparts shalltogether constitute one and the same document.

17.    Acknowledgement. Employee acknowledges that:

(a)    he has read and understands this Agreement;

(b)    the Company has advised him that this Agreement may    substantially alter and supersede Employee's rights at common law;

(c)    the Company has advised him to seek independent legal    advice prior to executing this Agreement;

(d)    the Company has made no representations or promises    to Employee except as contained in this Agreement; and

(e)    although drawn by the Company, the Agreement will be    construed as fair and reasonable and will not be construed more strictly    against one party than the other.

18.    Further Assurances. Each of the parties herebycovenants and agrees to execute such further and other documents and instrumentsand to do such further and other things as may be necessary to implement andcarry out the intent of this Agreement. 

IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrumentby the Employer and by the Employee, on July 1, 2002.

|                             | **BIOGAN INTERNATIONAL, INC.**                                                                                                                                                                                                                                                                                     |
|----------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                             |                                                                                                                                                                                                                                                                                                               |
|                             | by:  /s/ Gilles Laverdiere                                                                                                                         |
|                             |               Authorized Signing Officer                                                                                                                                                                                                          |
|                             |                                                                                                                                                                                                                                                                                                               |
| ________________________________ | /s/ Kerry D. Smith                                                 |
| Witness                          | Kerry D. Smith                                                                                                                                                                                                                                                                                                     |
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|                             | Address:_______________________________                                                                                                                                                                                                                                                                            |
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