Exhibit 10.4

EMPLOYMENT AGREEMENT

This AGREEMENT (the "Agreement") is made effective as of January 1, 2000 (the"Effective Date"), by and between Biogan International, Inc. (together with anysuccessor in interest of Biogan International, Inc. hereunder, the "Company" orthe "Employer") and **Gilles Laverdiere** (the "Employee"). In considerationof the mutual covenants contained in this Agreement, the Employer and Employeeagree as follows:

| 1.        | **Employment.** The Employer agrees to employ the    Employee and the Employee agrees to be employed by the Employer on the terms    and conditions set forth in this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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| 2.        | **Capacity and Reporting Responsibility.** The    Employee shall devote his full time and attention to the position of    Vice-Chairman and Chief Executive Officer of the Company. The Employee will,    subject to the direction of the Board of Directors of the Company (the    "Board"), have overall responsibility for the activities of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| 3.        | **Compensation, Benefits,    Expenses, Vacation etc.** The compensation and benefits payable to the    Employee under this Agreement shall be as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|      | (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 a year (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; provided that such salary shall not be payable unless and        until the closing of a Public Offering (as herein defined), at which        time the Company shall pay the Employee such salary retroactive to the        Effective Date. |
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|      | (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 a        year (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. |
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|      | (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 a        year (less the required withholding taxes and other customary and        statutory deductions), payable in installments in accordance with the        Employer's standard payroll practices. |
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|      | (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"). |
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|      | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | **Options.** 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. |
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|      | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | **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 5 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. |
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| 4.        | **Extent of Service.** During the Employee's    employment under this Agreement, the Employee shall, subject to the    direction and supervision of the Board, devote the Employee's full time,    best efforts and business judgment, skill and knowledge to the advancement    of the Employer's interests and to the discharge of the Employee's duties    and responsibilities under this Agreement. The Employee shall not engage in    any other business activity, except as may be approved by the Board;    provided that nothing in this Agreement shall be construed as preventing the    Employee from:                                                                                                                                                                                                                                                                 |
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|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | investing the Employee's assets in    any company or other entity in a manner not prohibited by subsection 7(a)    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; |
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|      | (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 |
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|      | (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. |
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| 5.        | **Termination and Termination    Benefits.** The Employee's employment under this Agreement shall terminate    under the following circumstances set forth in this section 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|      | (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 3 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 3 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. |
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|      | (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 an amount equal to the        total of (i) his then current Salary pursuant to section 3 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 3 hereof. The Employee shall be        entitled to no further compensation of any nature whatsoever. |
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|      | (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 3 hereof. The        Employee shall be entitled to no further compensation of any nature        whatsoever. |
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|      | (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 3 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. |
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|      | (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. |
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|      | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | **Acknowledgement.** The Employee acknowledges        and agrees that the provisions in this section 5 are fair and reasonable        and are the result of negotiations between the parties. |
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| 6.        | **Confidential Information**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|      | (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. |
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|      | (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. |
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|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Each of the foregoing obligations of the Employee        in this section 6 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. |
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|      | (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: |
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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (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; |
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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (ii) | the Confidential Information is lawfully            obtained by the Employee from a third party or a source outside this            Agreement; or |
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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (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. |
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|      | (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. |
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|      | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | The covenants and agreements contained in this        clause shall survive the termination of this Agreement. |
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| 7.        | **Non-Competition and    Non-Solicitation.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|      | (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. |
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|      | (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. |
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|      | (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, |
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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (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 |
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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (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. |
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| 8.        | **Survival. ** The obligations contained in sections    5, 6, 7 and 15 shall survive any termination of this Agreement, howsoever    caused.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| 9.        | **Integration.** This Agreement constitutes the    entire agreement between the parties with respect to the subject matter    hereof and supersedes all prior agreements between the parties with respect    to any related subject matter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| 10.       | **Assignment; Successors and Assigns, etc.** The    Employee may not make any assignment of this Agreement or any interest    herein. This Agreement may be assigned by the Employer to any successor in    interest to the Employer 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 shall effect a continuance, reorganization,    consolidate with or merge into any other corporation, partnership,    organization or other entity, or transfer all or substantially all of its    properties or assets to any other corporation, partnership, organization or    other entity. This Agreement shall inure to the benefit of and be binding    upon the Employer and the Employee, their respective successors, executors,    administrators, heirs and permitted assigns. |
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| 11.       | **Enforceability.** If any portion or provision of    this Agreement (including, without limitation, any portion or provision of    any section of this Agreement) shall to any extent be declared illegal or    unenforceable by a court of competent jurisdiction, then the remainder of    this Agreement, or the application of such portion or provision in    circumstances other than those as to which it is so declared illegal or    unenforceable, shall not be affected thereby, and each portion and provision    of this Agreement shall be valid and enforceable to the fullest extent    permitted by law.                                                                                                                                                                                                                                                          |
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| 12.       | **Waiver.** No waiver of any provision hereof    shall be effective unless made in writing and signed by the waiving party.    The failure of any party to require the performance of any term or    obligation of this Agreement, or the waiver by any party of any breach of    this Agreement, shall not prevent any subsequent enforcement of such term or    obligation or be deemed a waiver of any subsequent breach.                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|  13. |  **Notices.**Any notices, requests, demands and    other communications provided for by this Agreement shall be sufficient if    in writing and delivered in person or sent by a nationally recognized    overnight courier service or by registered or certified mail, postage    prepaid, return receipt requested, to the Employee at the last address the    Employee has filed in writing with the Employer or, in the case of the    Employer, to the President, and shall be effective on the date of delivery    in person or by courier or three days after the date mailed.                                                                                                                                                                                                                                                                                          |
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| 14.       | **Amendment.** This Agreement may be amended or    modified only by a written instrument signed by the Employee and by a duly    authorized representative of the Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| 15.       | **Governing Law.**This    contract shall be construed under and be governed in all respects by the    laws of the Province of Ontario and the laws of Canada applicable therein.    The courts of Ontario shall have jurisdiction to entertain and determine all    disputes and claims, whether for specific performance, injunction,    declaration or otherwise, both at law and in equity, however arising out of    or in any way in connection with the construction, breach, or alleged,    threatened or anticipated breach of this Agreement and shall have    jurisdiction to hear and determine all questions as to the validity,    existence or enforceability thereof.                                                                                                                                                                                                |
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| 16.       | **Counterparts.**This Agreement may be executed    in any number of counterparts, including by facsimile, each of which when so    executed and delivered shall be taken to be an original; but such    counterparts shall together constitute one and the same document.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| 17.       |  **Acknowledgement.** Employee acknowledges that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|      | (a)         he has read and understands this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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|      | (b)      the Company has advised him that this Agreement        may substantially alter and supersede          Employee's rights at common law;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|      | (c)      the Company has advised him to seek independent        legal advice prior to executing           this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|      | (d)         the Company has made no representations or promises to Employee except as    contained           in this Agreement; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|      | (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 hereby    covenants and agrees to execute such further and other documents and    instruments and to do such further and other things as may be necessary to    implement and carry 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.**                                                                                                                                                                                                                                                                                        |
|----------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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|                             | by: /s/ John Cullen                                                                                                                         |
|                             |           Authorized Signing Officer                                                                                                                                                                                                                                |
|                             |                                                                                                                                                                                                                                                                                                                  |
| ________________________________ | /s/ Gilles Laverdiere                                                 |
| Witness                          | Gilles Laverdiere                                                                                                                                                                                                                                                                                                     |
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|                             | Address:_______________________________                                                                                                                                                                                                                                                                               |
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