Exhibit 10.8

Agreement

        This Agreement dated as of the 19th day of July, 2002 is made by and between:

        Biogan International Inc. (hereinafter referred to as **"Party A"**),a corporation duly organized and existing under the laws of Delaware, UnitedStates with its principal office at 813 Beriault, Suite 203, Longueuil, Quebec,Canada; and

        Biogan International (BVI) Inc. (hereinafter referred to as **"Party B"**),a corporation duly organized and existing under the laws of British VirginIslands with its registered office at East Asia Corporate Service (BVI) Limited,East Asia Chambers, P.O.Box 901, Road Town, Tortola, British Virgin Islands.

        WHEREAS:

(1)    Party A and Hechi Industrial Co. Ltd., Guangxi (hereinafter referred toas **"Hechi Industrial"**), upon approval of Hechi Bureau of Foreign Economic& Trade, established a cooperative joint venture, Guangxi Guanghe Metals Co.,Ltd. (hereinafter referred to as **"JV"**), on February 18th, 2000;

(2)    Party A has previously contributed US$1,700,000 to the JV andUS$7,500,000 remains to be contributed by Party A;

(3)    Party A desires to assign to Party B, and Party B desires to acquire  from Party A, all the rights and obligations of Party A in the JV;

(4)    It was unanimously resolved by the board of directors of the JV on April30, 2002 that Party A assign to Party B all the rights and obligations of PartyA in the JV;

        Accordingly, upon friendly consultation, the parties agree as followswith respect to Party A's assigning its rights and obligations in the JV toParty B in Beijing on the 17th day of July, 2002:

Article 1Assignment of Rights and Obligations

| 1.1    | Party A assigns to Party B all the rights and obligations of Party A    in the JV, based on the Cooperative Contract between Party A and Hechi    Industrial dated January 27th, 2000including but not limited to    the contribution obligation that Party A has not fully performed.                                                                                                                                                          |
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| 1.2    |  In consideration for the rights of Party A in the JV to be assigned    to Party B, evaluated as US$1,700,000, Party B shall issue to Party A a    non-interest bearing demand promissory note in the principal amount of    US$1,700,000.                                                                                                                                                                                                 |
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| 1.3    | After the assignment, Party B shall enjoy all rights and comply with    all obligations derived from the rights and obligations of Party A in the    JV. The number of the directors to the JV appointed by Party A, voting    right, appointment of operation and management personnel, proportion of    interest distribution and so on shall not change due to the assignment    except as may be agreed to by Party B and Hechi Industrial. |

 **Article 2 Effectiveness**
        This Agreement shall become effective on the day when all the followingconditions precedent have been fulfilled:

i)    Hechi Industrial has agreed in writing on the assignment based on this    Agreement;

ii)    Party A has acquired all of the outstanding shares of Party B;

                    iii)    The board of directors of Party A has agreed and approved thisassignment; and

                    iv)    The original examination and approval authority has approved thisAgreement.
**Article 3**Applicable Law and Settlement of Dispute**
        The formation, performance, validity, interpretation and settlement ofdisputes concerning this Agreement shall be governed by the laws of the Provinceof Ontario, Canada.
**Article 4   Miscellaneous Provisions**
        This Agreement shall be written in Chinese and in English. Both versions areequally valid. Authorized representatives of the Parties sign it in four (4)originals in the English language and four (4) originals in the Chineselanguage. Each party possesses one, the original examination and approvalauthority possesses one and the JV files one for its own record.
****Party A: Biogan International Inc.****Party B: Biogan International (BVI)Inc.**  By:  /s/ Kerry D. SmithBy: /s/ Gilles Laverdiere     Authorized    Representative       Authorized Representative****