Exhibit 10.1

SHARE EXCHANGE AGREEMENT

        THIS SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of July 19,2002 and effective as of July 19, 2002, is between Biogan International, Inc., aDelaware corporation with a place of business at 813 Beriault, Suite 203,Longueuil, Quebec, Canada J4G 1X7 ("Biogan"), and Fushan Industrial Co. Ltd., aBritish Virgin Island corporation, wholly owned by the shareholders("Shareholders") of the Hechi Industrial Co., Ltd. ("Hechi"), with a place ofbusiness at East Asia Corporate Service (BVI) Ltd., East Asia Chambers, P.O. Box901, Road Town, Tortola, British Virgin Islands ("Fushan" and with Biogan, the"Parties" and each individually a "Party").

        WHEREAS, the employees of Hechi Prefecture Mining Company ("HPMC")established on June 9, 1998 Hechi as a limited liability corporation in thePeople's Republic of China. The Shareholders then purchased part of the assets,liabilities and business operations ("Assets") of HPMC and injected the sameinto Hechi. The Shareholders thereafter established Fushan. Fushan in turn setup Biogan International (BVI) Inc., a wholly owned British Virgin Islandcorporation with a place of business at East Asia Corporate Service (BVI) Ltd.,East Asia Chambers, P.O. Box 901, Road Town, Tortola, British Virgin Islands("Biogan (BVI)") such that Fushan as sole shareholder of Biogan (BVI) owns 100%of Biogan (BVI); and

        WHEREAS, by a joint venture contract dated January 27, 2000, Hechi andBiogan agreed to jointly invest in and set up a cooperative joint venture - theGuangxi Guanghe Metals Co. Ltd. ("JV") in the Guangxi Zhuang Autonomous Regionof the People's Republic of China which has received its Business License onFebruary 18, 2000; and

        WHEREAS, the Parties have now entered into a revised joint venturecontract dated July 19, 2002 ("JVC") whereby it has been unanimously agreedbetween the parties that Biogan the former foreign party to JV will be replacedby Biogan (BVI); and

        WHEREAS, it has also been agreed between the Parties that after thetransfer of Biogan's interest in the JV to Biogan (BVI), Biogan will acquirefrom Fushan, 100 % of the capital ownership of Biogan (BVI) such that Biogan(BVI) will become a wholly owned subsidiary of Biogan and Biogan will transferto Fushan 16,800,000 shares of Biogan's Common Stock and 3,624,000 shares ofBiogan's preferred stock as purchase price for Biogan (BVI);

        NOW, THEREFORE, in consideration of the mutual covenants and agreementsset forth in this Agreement and for good andvaluable consideration, the receipt and adequacy of which are herebyacknowledged, the Parties agree as follows:

ARTICLE IDEFINITIONS; REFERENCES TO SECTIONS AND EXHIBITS
1.1    Definitions.Capitalized terms used in this Agreement have the meanings indicated below:

        "Affiliate" means any Person who is an "affiliate" as defined in Rule12b-2 of the General Rules and Regulations under the Exchange Act.

        "Business Day" means any day other than a Saturday, Sunday or otherday on which commercial banks in the Province of Ontario are authorized orrequired by law or executive order to close.

        "Claims" has the meaning set forth in Section 7.1.

        "Closing" has the meaning set forth in Section 2.4.

        "Closing Date" has the meaning set forth in Section 2.4.

        "Commission" means the United States Securities and ExchangeCommission or any similar agency then having jurisdiction to enforce theSecurities Act.

        "Biogan SEC Documents" has the meaning set forth in Section 3.4.

        "Contractual Obligations" means, as to any Person, any provision ofany security issued by such Person or of any agreement, undertaking, contract,indenture, mortgage, deed of trust or other instrument to which such Person is aparty or by which it or any of its property is bound.

        "Encumbrance" means any charge, claim, mortgage, servitude, communityor other marital property interest, covenant, equitable interest, license, leaseor other possessory interest, lien, option, pledge, security interest,preference, priority, right of first refusal or similar restriction.

        "Exchanged Shares" has the meaning set forth in Section 2.2.

        "Exchange Act" means the United States Securities Exchange Act of1934, as amended, and the rules and regulations of the Commission thereunder.

        "Governmental Authority" means the government of any nation, state,city, locality or other political subdivision thereof, any entity exercisingexecutive, legislative, judicial, regulatory or administrative functions of orpertaining to government, and any corporation or other entity owned orcontrolled, through stock or capital ownership or otherwise, by any of theforegoing.

        "Indemnified Party" has the meaning set forth in Section 7.1.

        "Indemnifying Party" has the meaning set forth in Section 7.1.

        "Losses" has the meaning set forth in Section 7.1.

        "Person" means any individual, firm, corporation, partnership, trust,incorporated or unincorporated association, joint venture, joint stock company,limited liability company, Governmental Authority or other entity of any kind,and shall include any successor (by merger or otherwise) of such entity.

        "Requirements of Law" means, as to any Person, any law, statute,treaty, rule, regulation, right, privilege, qualification, license or franchiseor determination of an arbitrator or a court or other Governmental Authority orstock exchange, in each case applicable or binding upon such Person or any ofits property or to which such Person or any of its property is subject orpertaining to any or all of the transactions contemplated or referred to herein.

        "Securities Act" means the United States Securities Act of 1933, asamended, and the rules and regulations of the Commission thereunder.

        1.2    References to Sections and Exhibits. All references in thisAgreement to sections and exhibits refer to the corresponding sections andexhibits of, or attached to, this Agreement, unless the context expressly or bynecessary implication otherwise requires.
**ARTICLE II**EXCHANGE OF SHARES**
        2.1    Authorization.Biogan has authorized the issuance of 16,800,000 shares of its Common Stock and3,624,000 shares of Series B Convertible Preferred Stockconvertible, in the aggregate, into 362,400,000 shares of Biogan Common Stock(the "Preferred Stock") to be issued to Fushan as consideration for the sale ofBiogan (BVI)
        2.2    Exchange of Shares.Subject to the terms and conditions set forth in this Agreement, Fushan agrees to exchange withBiogan, and Biogan agrees to exchange with Fushan, on the Closing Date, theaggregate number of common shares of Biogan (BVI) held by Fushan ("CommonStock") set forth on Exhibit 1 for the aggregate number of shares ofBiogan Common Stock and Preferred Stock set forth on Exhibit 1 (theCommon Stock together with the Preferred Stock to be referred to as the"Exchanged Shares").
        2.3    Certificate of Designations. The Preferred Stock will have thepreferences and rights set forth in the certificate of designation set forth onExhibit 2 and will be filed with the Secretary of the State of Delawareprior to the Closing.

        2.4    Closing.The closing of the transactions contemplated by Section 2.2 (the "Closing") willtake place at the offices of King and Wood, Beijing, PRC, July 19, 2002 at or atsuch other time, place and date that the Parties may agree to in writing (the"Closing Date"). On the Closing Date, (a) Biogan will deliver to Fushancertificates representing the number of shares of Preferred Stock being acquiredby Fushan pursuant to Section 2.2, registered in the name of Fushan and in suchdenominations as is specified in advance by Fushan and (b) Fushan will deliverto Biogan certificates evidencing all of the of Common Stock of Biogan (BVI)being acquired by Biogan pursuant to Section 2.2 registered in the name ofBiogan and in such denomination as is specified in advance by Biogan.
        2.5    Effective Date. The effective date of the transactions hereundershall be July 1, 2002.
**ARTICLE III**REPRESENTATIONS AND WARRANTIES OF BIOGAN**
        Biogan represents and warrants to Fushan as follows:

        3.1    Incorporation. Biogan is a corporationduly organized and validly existing and in good standing under the laws of theState of Delaware.
        3.2    Authorization. All corporate action on the part of Biogan, itsofficers and directors necessary for the authorization, execution, delivery andperformance of its obligations under this Agreement and for the authorization,issuance and delivery of the Common Stock and Preferred Stock has been or willbe taken prior to the Closing.

        3.3    Validity of Securities; No Violation. The Preferred Stock, whenissued and delivered in accordance with the terms of this Agreement, will bevalidly issued, fully paid and nonassessable, with no personal liabilityattaching to the ownership thereof and will be free and clear of allEncumbrances. The issuance of the Common Stock and Preferred****Stock willnot violate, conflict with or constitute a default under the Certificate ofIncorporation or the By-Laws of Biogan or any material agreement or commitmentto which Biogan is a party.

        3.4    SEC Filings. All reports, schedules, forms, statements and otherdocuments filed by Biogan with the Commission under the Exchange Actcollectively, ("Biogan SEC Documents"), as amended or supplemented, ifapplicable, (a) comply in all material respects with the applicable requirementsof the Securities Act or the Exchange Act, as applicable, and the rules andregulations thereunder and (b) did not, at the time they were filed, contain anyuntrue statement of material fact or omit to state any material fact required tobe stated therein or necessary to make the statements therein in light of thecircumstances under which they were made, not misleading.

        3.5    Binding Effect. This Agreement hasbeen duly executed and delivered by Biogan, and constitutes a legal, valid andbinding obligation of Biogan, enforceable against Biogan inaccordance with its terms, except as enforceability maybe limited by applicable bankruptcy, insolvency, reorganization, fraudulentconveyance or transfer, moratorium or similar lawsaffecting the enforcement of creditors' rights generally and by generalprinciples of equity relating to enforceability (regardless of whetherconsidered in a proceeding at law or in equity).

        3.6    Governmental Authorization; Third Party Consents.No approval, consent, compliance, exemption, authorizationor other action, or notice, or filing with, any Governmental Authority or anyother Person, and no lapse of a waiting period under any Requirements of Law, isnecessary or required in connection with the execution, delivery or performance(including, without limitation, the share exchange contemplated by thisAgreement) by, or enforcement against, Biogan of this Agreement or thetransactions contemplated by this Agreement. 
        3.7    Exemption from Registration under theSecurities Act. Provided that the representations and warranties of Fushanare true and correct, the offer and issuance of the shares of Common Stock andPreferred Stock to Fushan shall be exempt from registration under the SecuritiesAct.
        3.8    Broker's, Finder's or Similar Fees.No brokerage commissions, finder's fees or similar fees or commissions arepayable by Biogan in connection with the transactions contemplated by thisAgreement based on any agreement, arrangement or understanding with Biogan orany action taken by Biogan.
        3.9    Disclosure.This Agreement and the documents and certificates furnished to Fushan by Bioganin connection with this Agreement do not contain any untrue statement of amaterial fact or omit to state a material fact necessary in order to make thestatements contained herein or therein, in the light of the circumstances underwhich they were made, not misleading.
**ARTICLE IV**REPRESENTATIONS AND WARRANTIES OF FUSHAN**
        Fushan represents and warrants to Biogan as follows:

        4.1    Existence and Power. Fushan (a) is dulyorganized and validly existing under the laws of the jurisdiction of itsformation and (b) has the requisite power and authority to execute, deliver and perform its obligations under this Agreement.Biogan (BVI) is duly organized and validly existing under the laws of thejurisdiction of its formation.

        4.2    Authorization; No Contravention. Theexecution, delivery and performance by Fushan of this Agreement and thetransactions contemplated hereby, (a) have been duly authorized by all necessaryaction, (b) do not contravene the terms of its organizational documents, or anyamendment thereof and (c) do not violate, conflict with or result in any breachor contravention of, or the creation of any Encumbrance underany Contractual Obligations of Fushan or anyRequirements of Law applicable to Fushan.

        4.3    Title.****Fushan owns, beneficially and of record, and hasgood and valid title to, the shares of Common Stock set forth on Exhibit 1free and clear of all****Encumbrances. All such shares of Common Stock arefully paid and non-assessable, and constitute the sole authorized andoutstanding capital stock of Biogan (BVI). Further, Fushan has the unrestrictedpower and authority to transfer such shares to Biogan. Upon delivery to Bioganof the stock certificates representing the Common Stock, Biogan will acquiregood and valid title to the Common Stock, free and clear of all Encumbrances,other than those created by Biogan.

        4.4    No Liabilities. Biogan (BVI) has conducted no business other thanholding the JV interest and has no liabilities.

        4.5    Governmental Authorization; Third PartyConsents.No approval, consent, compliance, exemption, authorization or other action by,or notice to, or filing with, any Governmental Authority or any Person, and nolapse of a waiting period under any Requirements of Law, is necessary orrequired in connection with the execution, delivery or performance (including,without limitation, the share exchangecontemplated by this Agreement) by, or enforcementagainst, Fushan of this Agreement or the transactionscontemplated by this Agreement.
        4.6    Binding Effect. This Agreement has beenduly executed and delivered by Fushan and constitutes a legal, valid and bindingobligation of Fushan, enforceable against Fushan in accordance with its terms,except as enforceability may be limited by applicable bankruptcy, insolvency,reorganization, fraudulent conveyance or transfer, moratorium or similar lawsaffecting the enforcement of creditors' rights generally or by equitableprinciples relating to enforceability (regardless of whether considered in aproceeding at law or in equity).

        4.7    Representations relating to Hechi. Except as set forth on Exhibit3, the representations and warranties given by Hechi to Biogan in the AssetPurchase Agreement, dated June 1, 2000, remain true and correct made to Bioganon the date hereof. 

        4.8    Non-U.S. Person; Purchase for Own Account.Fushan is not a "U.S. Person, as such term is defined in Rule 901 under theSecurities Act. The Exchanged Shares are being or will be acquired by Fushan forits own account. Further, Fushan has no intention of distributing or resellingthe Exchanged Shares or any part thereof in any transaction that would be inviolation of the securities laws of the United States, or any state, without prejudice, however, to the rights of Fushan at all timesto sell or otherwise dispose of all or any part of the Exchanged Shares under aneffective registration statement under the Securities Act, or under an exemptionfrom such registration available under the Securities Act, and subject,nevertheless, to the disposition of Fushan's property being at all times withinFushan's control. If Fushan should in the future decide to dispose of any of theExchanged Shares, Fushan understands and agrees that Fushan may do so only incompliance with the Securities Act and applicable state securities laws, as thenin effect. Fushan agrees to the imprinting, so long as required by law, of alegend on certificates representing all of the Exchanged Shares (and thesecurities into which the Exchanged Shares may be converted) to the followingeffect:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT    BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR APPLICABLE    STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, IN THE ABSENCE OF    AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE    SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE    AVAILABILITY OF AN EXEMPTION FROM REGISTRATION THEREUNDER.

        4.9    Broker's, Finder's or Similar Fees.There are no brokerage commissions, finder's fees or similar fees or commissionspayable by Fushan in connection with the transactions contemplated by thisAgreement based on any agreement, arrangement or understanding with Fushan orany action taken by Fushan.
        4.10    Disclosure.This Agreement and the documents and certificates furnished to Biogan by Fushanin connection with this Agreement do not contain any untrue statement of amaterial fact or omit to state a material fact necessary in order to make thestatements contained herein or therein, in the light of the circumstances underwhich they were made, not misleading.
**ARTICLE V**CONDITIONS TO THEOBLIGATION OF FUSHAN TO CLOSE**
        The obligation of Fushan to exchange the Common Stock of Biogan (BVI) forBiogan Common Stock and Preferred Stock at Closing and to perform itsobligations under this Agreement will be subject to the satisfaction asdetermined by, or waiver by, Fushan of the following conditions on or before theClosing Date:

        5.1    Representations and Warranties. Each ofthe representations and warranties of Biogan****in this Agreement, or in anywritten statement, list or certificate furnished pursuant to an expressrequirement of this Agreement, will be true and correct, individually and in theaggregate, in all material respects on and as of the date of the Closing withthe same force and effect as though made on and as of the date of the Closingexcept that any such representation or warranty made as of a specified date willhave been true on and as of such date.
        5.2    Preferred Shares.Biogan will have delivered to Fushan certificates in definitive formrepresenting the number of shares of Biogan Common Stock and Preferred Stock setforth on Exhibit 1 registered in the name of Fushan.
**ARTICLE VI**CONDITIONS TO THE OBLIGATIONOF BIOGAN TO CLOSE**
        The obligation of Biogan to issue the Common Stock and Preferred Stock andthe obligation of Biogan to perform its other obligations under this Agreementwill be subject to the satisfaction as determined by, or waiver by, Biogan ofthe following conditions on or before the Closing Date:

        6.1    Representations and Warranties. Each of the representations andwarranties of Fushan in this Agreement, in the Asset Purchase Agreement datedJuly 1, 2000, or in any written statement, list or certificate furnishedpursuant to an express requirement of this Agreement, will be true and correct,individually and in the aggregate, in all material respects on and as of thedate of the Closing with the same force and effect as though made on and as ofthe date of the Closing except that any such representation or warranty made asof a specified date shall have been true on and as of such date.

        6.2    Biogan (BVI) Common Stock.Fushan will have delivered to Biogan certificates in definitive formrepresenting all of the outstanding shares of Common Stock of Biogan (BVI) setforth on Exhibit 1 registered in the name of Biogan.**ARTICLE VII**INDEMNIFICATION**
        7.1    Indemnification.Except as otherwise provided in this Article VII, each party (the "IndemnifyingParty") agrees to indemnify, defend and hold harmless the other party and theirAffiliates and their respective officers, directors, agents, employees,subsidiaries, partners, members and controlling persons (each, an "IndemnifiedParty") to the fullest extent permitted by law from and against any and allactions, suits, proceedings, claims, complaints,disputes, arbitrations or investigations (collectively, "Claims"), losses orwritten threats thereof (including, without limitation, any Claim by a third party), damages, expenses (including reasonablefees, disbursements and other charges of counsel incurred by the IndemnifiedParty in any action between the Indemnifying Party and the Indemnified Party orbetween the Indemnified Party and any third party or otherwise) or otherliabilities (collectively, "Losses") resulting from or arising out of any breachof any representation or warranty, covenant or agreement by the IndemnifyingParty in this Agreement. The amount of any payment to any Indemnified Partyherewith in respect of any Loss will be of sufficient amount to make suchIndemnified Party whole for any diminution in value of the Exchanged Shares. Inconnection with the obligation of the Indemnifying Party to indemnify forexpenses as set forth above, the Indemnifying Partywill, upon presentation of appropriate invoices containing reasonable detail,reimburse each Indemnified Party for all such expenses (including reasonablefees, disbursements and other charges of counsel incurred by the IndemnifiedParty in any action between the Indemnifying Party and the Indemnified Party orbetween the Indemnified Party and any third party) as they are incurred by suchIndemnified Party; provided, however, that if an Indemnified Partyis reimbursed under this Article VII for any expenses, such reimbursement ofexpenses will be refunded to the extent it is finally judicially determined thatthe Losses in question resulted primarily from the willful misconduct or grossnegligence of such Indemnified Party.
        7.2    Notification. Each Indemnified Party underthis Article VII will, promptly after the receipt of notice of the commencementof any Claim against such Indemnified Party in respect of which indemnity may besought from the Indemnifying Party under this Article VII, notify theIndemnifying Party in writing of the commencement thereof. The omission of any Indemnified Party to so notify theIndemnifying Party of any such action will not relieve the Indemnifying Partyfrom any liability which it may have to such Indemnified Party (a) other thanpursuant to this Article VII or (b) under thisArticle VII unless, and only to the extent that, such omission results in theIndemnifying Party's forfeiture of substantive rights or defenses. In case anysuch Claim is brought against any Indemnified Party, and it notifies theIndemnifying Party of the commencement thereof, the Indemnifying Party will beentitled to assume the defense thereof at its own expense, with counselsatisfactory to such Indemnified Party in its reasonable judgment; provided,however, that any Indemnified Party may, at its own expense, retainseparate counsel to participate in such defense at its own expense.Notwithstanding the foregoing, in any Claim in which both the IndemnifyingParty, on the one hand, and an Indemnified Party, on the other hand, are, or arereasonably likely to become, a party, such Indemnified Party will have the rightto employ separate counsel and to control its own defense of such Claim if, inthe reasonable opinion of counsel to suchIndemnified Party, either (i) one or more defenses are available to theIndemnified Party that are not available to the Indemnifying Party or (ii) aconflict or potential conflict exists between the Indemnifying Party, on the onehand, and such Indemnified Party, on the other hand, that would make suchseparate representation advisable; provided, however, that theIndemnifying Party (A) will not be liable for the fees and expenses of more thanone counsel to all Indemnified Parties and (B) will reimburse the IndemnifiedParties for all of such fees and expenses of such counsel incurred in any actionbetween the Indemnifying Party and the Indemnified Parties or between theIndemnified Parties and any third party, as such expenses areincurred. The Indemnifying Party agrees that it willnot, without the prior written consent of theIndemnified Party, settle, compromise or consent to the entry of any judgment inany pending or threatened Claim relating to the matters contemplated hereby (ifany Indemnified Party is a party thereto or has been actually threatened to bemade a party thereto) unless such settlement, compromise or consent includes anunconditional release of each Indemnified Party from all liability arising orthat may arise out of such Claim. The Indemnifying Party will not be liable forany settlement of any Claim effected against an Indemnified Party without itswritten consent, which consent will not be unreasonably withheld. Theindemnification and contribution rights accorded to an Indemnified Party underthis Article VII will be the exclusive remedy of the Indemnified Parties; provided, however, that notwithstanding the foregoing or anything tothe contrary contained in this Agreement, nothing in this Article VII willrestrict or limit any rights that any Indemnified Party may have to seekequitable relief.

        7.3    Contribution.If the indemnification provided for in this Article VII from the IndemnifyingParty is unavailable to an Indemnified Party in respect of any Losses referredto herein, then the Indemnifying Party, in lieu of indemnifying such IndemnifiedParty, will contribute to the amount paid or payable by such Indemnified Party as a result ofsuch Losses in such proportion as is appropriate to reflect the relative faultof the Indemnifying Party and Indemnified Party in connection with the actionswhich resulted in such Losses, as well as any other relevant equitableconsiderations. The relative faults of such Indemnifying Party and IndemnifiedParty will be determined by reference to, among other things, whether any actionin question, including any untrue or alleged untrue statement of a material factor omission or alleged omission to state a material fact, has been made by, orrelates to information supplied by, such Indemnifying Party or IndemnifiedParty, and the parties relative intent, knowledge, accessto information and opportunity to correct or prevent suchaction. The amount paid orpayable by a party as a result of the Losses referred to above will be deemed toinclude, subject to the limitations set forth in Sections 7.1 and 7.2, any legalor other fees, charges or expenses reasonably incurred by such party inconnection with any investigation or proceeding.**ARTICLE VIII**POST-CLOSING AGREEMENTS**
        8.1    Board of Directors. Biogan has elected to its Board of Directorsfour nominees of Fushan who will, in accordance with Delaware law, serve untilBiogan's next annual meeting and until their successors have been duly electedand qualified. Provided that the Hechi Shareholders continue to control Fushan,for three years from the date of Closing, Biogan shall nominate four directorschosen by Fushan and three other nominees for a total of seven directors. Fushanshall vote all of its shares in favor of Biogan's nominees for director.

        8.2    Amendment of Certificate of Incorporation. Biogan shall, as soonas practicable, use its best efforts to amend its Certificate of Incorporationto (1) authorize additional shares of Common Stock so as to permit theconversion of the Preferred Stock in accordance with its terms, (2) to effect areverse stock split in accordance with the recommendation of Biogan's financialadvisors, and (3) to change Biogan's name to "HMZ Metals Inc." Notwithstandingthe forgoing, Biogan may satisfy its obligations by continuing into Canadapursuant to a reorganization which has the same economic effect as the amendmentto the Certificate of Incorporation contemplated by this Section 8.2.
**ARTICLE IX**MISCELLANEOUS**
        9.1    Survival of Representations and Warranties.The representations and warranties made in this Agreement will survive Closing.
        9.2    Notices. All notices, demands and othercommunications provided for or permitted under this Agreement must be made inwriting and delivered by registered or certified first-class mail, returnreceipt requested, courier service or personal delivery to each Party at theaddress designated for such Party below or at such other address designated fromtime to time by a Party upon written notice to the other Parties pursuant tothis Section 9.2.

                If to Biogan:

                        Biogan International, Inc.                        813 Beriault, Suite 203                        Longueuil, Quebec J4G 1X7 Canada                        Attention: President

                        with a copy to:

                        Hodgson Russ LLP                        One M&T Plaza, Suite 2000                                       Buffalo, New York 14203                        Attention: Joseph P. Galda, Esq.

                        and

                        Macleod Dixon LLP                        Suite 3900 Canada Trust Tower                        BCE Place                        161 Bay Street                        P.O. Box 505                        Toronto, Ontario M5J 2S1                        Attention: David A. Knight, Esq.

                        If to Fushan:

                        East Asia Corporate                       Service (BVI) Ltd.                       East Asia Chambers                       P.O. Box 901                       Road Town                       Tortola, British Virgin Islands

        9.3    Successors and Assigns; Third PartyBeneficiaries.This Agreement will insure to the benefit of and be binding upon the successorsand permitted assigns of the Parties. Except as provided in Article VII, noPerson other than the Parties and their successors and permitted assigns is intended to be a beneficiaryof this Agreement. 
        9.4    Amendment and Waiver.

        No failure or delay on the part of Biogan or Fushan in exercising any right,power or remedy under this Agreement will operate as a waiver thereof, nor willany single or partial exercise of any such right, power or remedy preclude anyother or further exercise thereof or the exercise of any other right, power orremedy. The remedies provided for herein are cumulative and are not exclusive ofany remedies that may be available to Biogan or Fushan at law, in equity orotherwise.

        Any amendment, supplement or modification of or to any provision of thisAgreement, any waiver of any provision of this Agreement, and any consent to anydeparture by Biogan or Fushan from the terms of any provision of this Agreement,will be effective (i) only if it is made or given in writing and signed by theParties and (ii) only in the specific instance and for the specific purpose forwhich made or given. 

        9.5    Counterparts; Facsimile Signature.This Agreement may be executed in any number of counterparts and by the Partiesin separate counterparts, each of which when so executed will be deemed to be an original and all ofwhich taken together will constitute one and the same agreement. Any Partymay exercise this Agreement by facsimile signature and the other Parties will beentitled to rely upon such facsimile signature as conclusive evidence that thisAgreement has been duly executed by such Party.
        9.6    Headings. The headings in this Agreementare for convenience of reference only and will not limit or otherwise affect theinterpretation of this Agreement.

        9.7    Governing Law**.**This Agreement will be governed by and construed inaccordance with the laws of the Province of Ontario, without regard to the principles of conflicts of law.
        9.8    Severability.If any one or more of the provisions contained in this Agreement, or theapplication thereof in any circumstance, is held invalid, illegal orunenforceable in any respect for any reason, the validity, legality andenforceability of any such provision in every other respect and of the remainingprovisions of this Agreement will not be in any way impaired, unless theprovisions held invalid, illegal or unenforceable will substantially impair thebenefits of the remaining provisions of this Agreement.

        9.9    Entire Agreement.This Agreement, together with the exhibits attached to this Agreement, areintended by the Parties as afinal expression of their agreement and intended to be a complete and exclusivestatement of the agreement and understanding of the Parties in respect of thesubject matter contained in this Agreement. There are no restrictions, promises,representations, warranties or undertakings, otherthan those set forth or referred to in this Agreement. This Agreement, togetherwith its exhibits, supersedes all prior agreements and understandings betweenthe Parties with respect to the subject matter of this Agreement.
        9.10    Publicity; Confidentiality.Except as may be required by applicable Requirements of Law, no Party may issuea publicity release or public announcement or otherwise make any disclosureconcerning this Agreement, the transactions contemplated by this Agreement,without prior approval by the other Parties, whichapproval shall not be unreasonably withheld.
        9.11    Further Assurances. Each of the Partieswill execute such documents and perform such further acts (including, withoutlimitation, obtaining any consents, exemptions, authorizations or other actionsby, or giving any notices to, or making any filingswith, any Governmental Authority or any other Person) as may be reasonablyrequired or desirable to carry out or to perform the provisions of thisAgreement.
**[SIGNATURE PAGE FOLLOWS]**
**        IN WITNESS WHEREOF**, the undersigned have executed, or have caused tobe executed, this Share Exchange Agreement on the date first written above.

 
 **BIOGAN INTERNATIONAL, INC.**   By: /s/ Gilles Laverdiere                                                            Mr. Gilles Laverdiere, Vice-Chairman     **Fushan Industrial Co. Ltd.**   By: /s/ Xiao Shulan                                                                      Mrs. Xiao Shulan, Chairwoman****************