Exhibit 10.2

JOINT VENTURE CONTRACT

For

GUANGXI GUANGHE METALS CO. LTD.



among

HECHI INDUSTRIAL CO. LTD.

And

BIOGAN (BVI) INTERNATIONAL INC.



July 19, 2002





INDEX



CHAPTER I GENERAL PROVISIONS

Article 1

CHAPTER II PARTIES TO THE JOINT VENTURE

Article 2

CHAPTER III ESTABLISHMENT OF THE COMPANY

Article 3

Article 4

Article 5

Article 6

CHAPTER IV PURPOSE, SCOPE AND SCALE OF PRODUCTION AND OPERATION

Article 7

Article 8

Article 9

CHAPTER V TOTAL INVESTMENT AND REGISTERED CAPITAL

Article 10

Article 11

Article 12

Article 13

Article 14

Article 15

Article 16

Article 17

Article 18

CHAPER VI PROFIT DISTRIBUTIONS

Article 19

CHAPTER VII RESPONSIBILITIES OF THE PARTIES TO THE JV

Article 20

CHAPTER VIII THE BOARD OF DIRECTORS

Article 21

Article 22

Article 23

Article 24

Article 25

Article 26

Article 27

Article 28

CHAPTER IX OPERATION AND MANGEMENT ORGANIZATION

Article 29

Article 30

Article 31

Article 32

CHAPTER X PURCHASE OF RAW MATERIALS AND EQUIPMENT

Article 33

CHAPTER XI LABOR MANAGEMENT

Article 34

Article 35

Article 36

Article 37

Article 38

Article 39

CHAPTER XII TAXES

Article 40

Article 41

Article 42

Article 43

CHAPTER XIII FINANCE AND ACCOUNTING

Article 44

Article 45

Article 46

Article 47

Article 48

Article 49

Article 50

CHAPTER XIV FOREIGN EXCHANGE

Article 51

Article 52

CHAPTER XV DURATION OF THE JV

Article 53

Article 54

CHAPTER XVI FORCE MAJEURE

Article 55

CHAPTER XVII AMENDMENT

Article 56

CHAPTER XVIII LIABILITIES FOR BREACH OF CONTRACT

Article 57

CHAPTER XIX APPLICABLE LAW AND SETTLEMENT OF DISPUTES

Article 58

Article 59

Article 60

Article 61

CHAPTER XX LANGUAGE

Article 62

CHAPTER XXI EFFECTIVENESS OF THE CONTRACT, APPROVAL AUTHORITY AND
MISCELLANEOUS

Article 63

Article 64

Article 65

APPENDIX 1 LIST OF PARTY A'S ASSETS AND ASSETS EVALUATION REPORT





CHAPTER I
GENERAL PROVISIONS

Pursuant to the Law of the People's Republic of China on Sino-Foreign
Co-Operative Enterprises, the corresponding Implementation Rules and other
relevant Chinese laws and regulations, on the basis of the principles of
equality and mutual benefit, HECHI INDUSTRIAL CO.LTD. (hereafter referred to as
"Party A"), a limited liability company organized and existing under the
Company Law of the People's Republic of China and BIOGAN INTERNATIONAL INC.
(hereinafter referred to as "Biogan"), a limited liability company
organized and existing under the laws of the State of Delaware of the United
States of America agreed after friendly consultations to jointly invest in and
set up a co-operative joint venture-"Guangxi Guanghe Metals Co. Ltd. (hereafter
referred to as "JV") in Guangxi Zhuang Autonomous Region of the People's
Republic of China which has been approved by Hechi Foreign Trade and Economic
Co-operation Administration on February 16th, 2000. Biogan has agreed
to assign its interest in the JV to Biogan (BVI) International, Inc.
(hereinafter referred to as "Party B"), a limited liability company
organized and existing under the laws of British Virgin Islands, and it has been
unanimously approved by the Board of Directors of the JV that the foreign party
to the JV shall be changed from Biogan to Party B. Upon mutual agreement by both
Parties, the Former Cooperative Joint Venture Contract shall be amended and
replaced by this Contract.

Article 1

When used in this Contract, the following terms shall have the meanings set
forth below unless otherwise defined:

"Biogan" shall mean Biogan International Inc.

"China" shall mean, for the purpose of this Contract, the People's
Republic of China, excluding Hong Kong, Taiwan and Macao regions.

"The Former Articles of Association" shall mean the Articles of
Association of the JV signed by and between Party A and Biogan International,
Inc on January 27th, 2000, which has been amended by Party A and Party B.

"The Former JV Contract" shall mean Cooperative Joint Venture Contract
signed by and between Party A and Biogan International, Inc. on January 27th,
2000.

"Feasibility Study Report " shall mean the feasibility study submitted to
the Hechi Foreign Trade and Economic Co-operation Administration in connection
with the application for approval of establishment of the JV.

"Parties" shall collectively mean Party A and Party B.

"Party A" shall mean Hechi Industrial Co. Ltd.

"Party B" shall mean Biogan (BVI) International Inc.

CHAPTER II
PARTIES TO THE JOINT VENTURE

Article 2

The Parties to this Contract are:

HECHI INDUSTRIAL CO. LTD.

|Legal Address:                  | No.386, Xinjian Road, Hechi City, Guangxi, 547000                                                                                                
|------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------
|                                | The People's Republic of China                                                                                                                   
|                                |                                                                                                                                                  
|Legal Representative:           | Liang Changjiang                                                                                                                                 
|Title:                          | Chairman                                                                                                                                         
|Nationality:                    | Chinese                                                                                                                                          
|                                |                                                                                                                                                  
|BIOGAN (BVI) INTERNATIONAL INC.
|                                |                                                                                                                                                  
|Legal Address:                  | East Asia Corporate Service(BVI)Limited, East
              Asia Chambers, P.O.Box 901, Road Town, Tortola, British Virgin
              Islands.
|Legal Representative:           | Gilles Laverdiere                                                                                                                                
|Title:                          | President                                                                                                                                        
|Nationality:                    | Canadian                                                                                                                                         

CHAPTER III
ESTABLISHMENT OF THE COMPANY

Article 3

Pursuant to the Law of the People's Republic of China on Sino-Foreign
Co-Operative Enterprises, the corresponding Implementation Rules (hereafter
referred to as "Cooperative Joint Venture Regulations") and other
relevant Chinese laws and regulations, the Parties hereto agree to establish the
JV as a limited liability enterprise for developing, manufacturing and selling
the products of the JV with advanced and applicable technology introduced by the
both parties of the JV.

Article 4

|4.1 | The name of the JV shall be "GUANGXI GUANGHE METALS CO.
  LTD." in English.                                 
|--- | ------------------------------------------------------------------------------------------------------------
|    |                                                                                                             
|4.2 | The name of the JV shall be
  "广 西 广 河 金 属 有 限 公 司"
  in Chinese.                                           
|    |                                                                                                             
|4.3 | The legal address of the JV shall be No. 386, Xinjian Road,
  Hechi, Guangxi, the People's Republic of China

Article 5

All activities of the JV must comply with the published laws, decrees and
pertinent rules and regulations of the People's Republic of China and shall be
governed and protected by Chinese law.

Article 6

The liability of the JV shall be limited to the registered capital of the JV
and that of the Parties to the JV shall be limited to their respective
subscriptions to the registered capital and no party shall have any liability to
the Company or to any third party severally or jointly in excess of such amount.

CHAPTER IV
PURPOSE, SCOPE AND SCALE OF PRODUCTION AND OPERATION

Article 7

The purpose of the Parties in forming the JV is to further strengthen
economic and technological cooperation; to develop, manufacture and sell its
products with advanced and applicable technology introduced by the both parties
of the JV. The JV shall also raise economic efficiency and use its best effort
to export its products to bring satisfactory economic returns to the Parties by
improving product quality, developing new products and achieving a competitive
quality and price position in both domestic and overseas mining industry through
the adoption of scientific management methods.

Article 8

The scope of operation of the JV shall be:

|(1) | Exploration, selection, smelting and sales of mineral
    products and by-products;
|--- | -----------------------------------------------------------------------------------
|    |                                                                                    
|(2) | Manufacturing and sales of metal materials and non-metal
        materials.        

Article 9

|9.1 | As provided in the Feasibility Study Report, the scale of
  production of the JV shall be in accordance with market demand and a
  projection of the initial annual demand for the products of the JV.                                                                                   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                          
|9.2 | The production capacity may be expanded during the term of
  the Contract with the development of market demand and other conditions. In
  the event that the JV expands its production capacity and needs more capital,
  Party B shall be responsible to raise such capital for the JV.

CHAPTER V
TOTAL INVESTMENT AND REGISTERED CAPITAL

Article 10

The total investment amount of the JV shall be US$25,000,000.

Article 11

The total registered capital of the JV shall be US$10,000,000, and shall be
contributed by the Parties in the following proportions:

Party A: US$800,000

Party B:: US$9,200,000

Article 12

The capital contributions of the Parties have been or shall be contributed in
accordance with the following:

|(1) | Party A shall make its contribution to the JV in kind
    with those assets specified in the Appendix 1 to this Contract, of which
    US$800,000 shall be Party A's capital contribution to the JV in a lump sum
    after the JV obtains its Business License from the Hechi Administration for
    Industry and Commerce.                                                         
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|(2) | It is acknowledged that Biogan has previously made
    capital contributions to the JV in cash in the aggregate amount of
    US$1,700,000. Before September 1st, 2003, Party B shall remit an
    additional US$7,300,000 into the account of the JV in cash and complete the
    remaining contribution to JV in the form of intellectual property rights and
    trademark rights.

The Board of the JV can resolve to adjust the amount of the registered
capital of the JV at an appropriate time.

Article 13

The contributions of the Parties shall be made in the following manner:

|(1) | Party A's Contribution: Party A shall make its capital
    contribution in kind as specified in the Appendix 1 to this Contract to the
    JV.                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                           
|(2) | Party B's Contribution: Party B shall contribute in
    United States Currency an aggregate of US$9,000,000 and the remaining amount
    in the form of intellectual property rights and trademark rights.

Article 14

The obligation of both Parties to make any contribution toward the registered
capital of the JV hereunder shall be subject to the following conditions: all
government approvals required for establishment of a joint venture with the
scope of operation set forth under Article 8 above under law, regulation or
administrative ruling in the People's Republic of China have been obtained for
the establishment of the JV.

Article 15

|15.1 | The Parties hereby make the following representations and
  warranties:                                                          
|---- | ---------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                  
|     | 15.1.1                                                                                                                           
|     |                                                                                                                                  
|     | 15.1.2                                                                                                                           
|     |                                                                                                                                  
|     | 15.1.3                                                                                                                           
|     |                                                                                                                                  
|     | 15.1.4                                                                                                                           
|     |                                                                                                                                  
|15.2 | The above representatives and warranties shall be valid
    at the execution of this Contract and during the existence of the JV.

Article 16

Subject to the approval of the Board of Directors, the JV shall have the
right to borrow any funds needed in addition to the registered capital and to
mortgage its properties in relation thereto.

Article 17

|17.1 | No Party shall assign or otherwise dispose of all or part
    of its interest in the JV to the other Party or a third party without first
    obtaining the prior approval of the other Party through a resolution of the
    Board of Directors and the approval of the original examination and approval
    authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | However, any Party may freely assign its interest in the JV to its own
    affiliate without first obtaining the consent of the other Party or giving
    the other Party a right of first refusal, but subject to the giving of a
    written notice to the Board of Directors for the record. An affiliate for
    the purpose of this Article means the parent company of the Party and said
    parent company's wholly owned subsidiaries and any company which is a wholly
    owned subsidiary of such Party. Such assignment shall be reported to the
    original examination and approval authority for approval.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|17.2 | Subject to the requirements of the first paragraph of
    this Article, a Party (the "Selling Party") to this Contract may
    sell, transfer, assign, or otherwise dispose of the whole or any part of its
    interest in the JV to a third party only after giving notice in writing
    (herein referred to as the "Offer Notice") to the other Party to this
    Contract (the"Non-Selling Party"), notifying the Non-Selling Party of
    its intention to sell, transfer, assign or otherwise dispose of the whole or
    part of its interest in the JV (the "Offered Shares"), and specifying
    details of the transaction including the name and address of the third party
    to whom it intends to offer to sell the Offered Shares involved in the
    transaction or transactions, the price, and any other terms and conditions
    relating to the proposed sale. The Offer Notice shall include an offer to
    sell a portion of the Offered Shares to each of the Non-Selling Party. The
    percentage of the Offered Shares to be offered to any one of the Non-Selling
    Party shall be computed as follows:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|17.3 | Percentage interest of Non-Selling Party in the Profit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | Distributions of the JV
      )                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | Total Percentage interest of all Non-Selling Party in the Profit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | Distributions of the JV                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|17.3 | The Offer contained in the Offer Notice shall be on terms
    and conditions no less favourable than those to be offered to the third
    party, and shall require each Non-Selling Party to accept the offer within
    thirty (30) days of the date thereof in writing whereupon:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | 17.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | 17.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | 17.3.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | 17.3.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|17.4 | In the case of an assignment of all or part of the
    interest of any of the Parties in the JV, the assignee shall be bound by the
    terms and conditions of this Contract to the same extent as was the
    assignor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

Article 18

After the Parties have each made their contributions to the registered
capital, an accountant registered in China shall be retained by the JV for
verification of such contributions. Upon the issuance of the verification report
by the accountant, the JV shall issue an investment certificate to each Party
signed by the Chairman and the Vice-Chairman of the Board of Directors,
confirming the amount contributed by such Party.

CHAPER VI
PROFIT DISTRIBUTIONS

Article 19

|19.1 | Profits shall be paid to the Parties from the after tax
    profits and retained earnings of the JV at such times and in such amounts as
    may be determined by the Board of Directors. Profits of the JV shall be
    distributed to the Parties in the following proportions:                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 19.1.1                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 19.1.2                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|19.2 | To the extent that the foreign exchange reserves of the
    JV are insufficient to pay Party B's profit distributions in foreign
    exchange, the JV shall assist Party B in processing the conversion of any
    Renminbi profit distributions to Party B into foreign exchange, in
    accordance with regulations of the People's Republic of China concerning
    foreign exchange control.

CHAPTER VII
RESPONSIBILITIES OF THE PARTIES TO THE JV

Article 20

The Parties shall be responsible for the following matters:

|19.1 | Party A shall be responsible:    
|---- | ---------------------------------
|     |                                  
|     | 20.1.1                           
|     |                                  
|     | 20.1.2                           
|     |                                  
|     | 20.1.3                           
|     |                                  
|     | 20.1.4                           
|     |                                  
|     | 20.1.5                           
|     |                                  
|     | 20.1.6                           
|     |                                  
|     | 20.1.7                           
|     |                                  
|20.2 | Party B shall be responsible for:
|     |                                  
|     | 20.2.1                           
|     |                                  
|     | 20.2.2                           
|     |                                  
|     | 20.2.3                           
|     |                                  
|     | 20.2.4                           
|     |                                  
|     | 20.2.5                           
|     |                                  
|     | 20.2.6                           

CHAPTER VIIITHE BOARD OF DIRECTORS

Article 21

The Board of Directors of the JV shall be appointed effective as of the date
of issuance of the business license of the JV.

Article 22

|22.1 | The Board of Directors shall comprise five (5) directors:                                                                                                                                                                   
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | Two (2) directors shall be appointed by Party A and three (3) directors
    shall be appointed by Party B.                                                                                                                  
|     |                                                                                                                                                                                                                             
|22.2 | One director appointed by Party B shall be the Chairman
    of the Board of Directors. There shall be one Vice-Chairman appointed by
    Party A. The Chairman of the Board shall be the legal representative of the
    JV.

Article 23

The directors, Chairman and Vice Chairman shall each
    serve a term of office of four (4) years and may serve consecutive terms if
    reappointed by the Party which made the original appointment.

The Parties shall conduct consultations prior to
    appointment of said Chairman and Vice Chairman.

Article 24

Directors shall not be paid a salary by the JV; however, this provision shall
not prevent the JV from paying salaries to employees who serve as directors.

Article 25

The Board of Directors shall be the highest authority of the JV. It shall
decide all major issues concerning the JV. Resolutions involving the following
matters shall only be adopted by the unanimous affirmative vote of all members
of the Board of Directors:

|(1) | the amendment of the Articles of Association of the JV;                   
|--- | --------------------------------------------------------------------------
|    |                                                                           
|(2) | the suspension of production, early termination and
dissolution of the JV;
|    |                                                                           
|(3) | the increase or assignment of the registered capital of
the JV;           
|    |                                                                           
|(4) | the merger of the JV will other economic organizations;                   
|    |                                                                           
|(5) | the termination of the JV;                                                
|    |                                                                           
|(6) | the appointment of the auditor for the JV.                                

Article 26

All other matters to be resolved by the Board of Directors, including but not
limited to the following matters, shall be adopted upon the affirmative vote of
more than three (3) directors, hereto vote in favor of the resolution:

|(1)  | decisions on and approval of important reports submitted
by the General Manager;                                                                                                                                                                                                                                     
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                      
|(2)  | Approval of the JV's cost budget for construction and
purchases of equipment;                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                      
|(3)  | Approval of all annual production, product distribution
plans and business reports, as well as annual operating budgets, including
financial statements, cash flow, working capital and capital expenditures,
marketing and advertising total expenditure amount, annual profit distribution
and remedies for losses;
|     |                                                                                                                                                                                                                                                                                                                      
|(4)  | Adoption of important rules and regulations of the JV
including wages, reward and punishment methods, welfare benefits and the
employment and dismissal of staff and workers;                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                      
|(5)  | Decisions to establish branch organizations of the JV;                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                      
|(6)  | Decisions on borrowing and lending, guarantees,
mortgaging and other financing arrangements of the JV;                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                      
|(7)  | Decisions on the proportion to be set aside for the
reserve fund, the staff and workers' bonus and welfare fund and the enterprise
development fund of the JV;                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                      
|(8)  | Decisions on the alteration of the JV's production scale,
renovation of equipment and new product types;                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                      
|(9)  | Examination and approval of all unbudgeted purchases and
expenditure for which no offset is provided within the operating budget;                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                      
|(10) | Deciding on appointment of the General Manager, Deputy
General Manager, Operations Manager, finance Manager and Deputy Finance Manager
and on their functions and powers, remuneration, social insurance and welfare
benefits;                                                                                       
|     |                                                                                                                                                                                                                                                                                                                      
|(11) | Decisions on the liquidation of the JV upon its
expiration or early termination;                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                      
|(12) | Approval of work rules for the General Manager and
Deputy General Managers and the chart of authority for the management
organization;                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                      
|(13) | Establishing the date of the Parties' contribution to
the JV's registered capital; and                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                      
|(14) | Approval of the annual distribution of profits to the
Parties.                                                                                                                                                                                                                                                       



Article 27

The Chairman of the Board of Directors shall call and preside over meetings
of the Board of Directors. In the event that the Chairman of the Board of
Directors cannot perform his/her duties for any reason, he/she may temporarily
authorize in writing the Vice Chairman or any other director to act as his/her
representative. Should any director be unable to attend a meeting of the Board
of Directors, he may authorize a representative by written proxy to attend such
meeting. Such representative shall enjoy the rights of such directors.

Article 28

|28.1 | The Board of Directors shall convene at least two (2)
    meetings every year Such meetings shall in principle be held at the place
    where the JV is located, and may also be held alternately at the places
    where the Parties agree. The quorum to be present at a meeting of the Board
    of Directors shall be four (4) directors, which must include one (1)
    director appointed by each Party. Any resolution adopted at a meeting of the
    Board of Directors with less than the quorum referred to in the preceding
    sentence shall be invalid.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|28.2 | Expenses incurred by the directors in attending meetings
    of the Board of Directors shall be paid by the JV as provided in the
    Articles of Association.                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|28.3 | Upon the request of one-half or more of the directors,
    the Chairman may, after consulting with the Vice Chairman, convene an
    interim meeting of the Board of Directors. Minutes of a meeting shall be
    signed and approved by all members who attended the meeting and kept on file
    by the JV. Minutes of meetings shall be kept in Chinese and English.                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|28.4 | In lieu of a meeting of the Board of Directors, a written
    resolution may be adopted by the Board of Directors if such resolutions sent
    to all members of the Board of Directors and affirmatively signed and
    adopted by the number of directors who could adopt such resolution at a duly
    convened meeting of the Board of Directors pursuant to the relevant
    provisions of this Contract; provided, however that at least one (1)
    director appointed by each of the Parties must affirmatively sign such
    resolution.                     

CHAPTER IX
OPERATION AND MANGEMENT ORGANIZATION

Article 29

The JV shall establish an operation and management organization which shall
be responsible for the production, distribution and sales as well as the
day-to-day management work of the JV. The operation and management organization
shall have one General Manager, one Finance Manager, one Operations Manager, one
Deputy General Manager and one Deputy Finance Manager. Each of the aforesaid
mangers shall be recommended by Party A and appointed by the Board of Directors
and their respective terms of office shall be four (4) years. Consecutive terms
may be served upon reappointment. The Parties shall conduct consultations prior
to recommending the aforesaid management personnel.

Article 30

The General Manager shall have responsibility for organizing the management
and operations work of the JV and implementing the resolutions of the Board of
Directors.

Article 31

|30.1 | The concrete operations of management shall be in
    accordance with the rules and chart of authority as approved by the Board of
    Directors for the General Manager and Deputy General Managers.                                                                                                                                                 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                       
|30.2 | The terms of employment offered by the JV to managerial
    personnel (including but not limited to salary, benefits, housing and
    transportation fees) shall be provided with reference to treatment of
    managers of other Sino-Foreign joint ventures located in Guanxi, People's
    Republic of China and decided by the Board of Directors.

Article 32

In the event of graft or serious breach of duty on the part of the General
Manager, the Deputy General Managers or any of the other senior managers of the
JV, they may be replaced at any time subject to the decision of a meeting of the
Board of Directors.

CHAPTER X
PURCHASE OF RAW MATERIALS AND EQUIPMENT

Article 33

Priority shall given to purchase in the People's Republic of China of items
required by the JV including equipment, raw materials, fuels, parts, vehicles,
and office supplies so long as the terms applicable to such purchase are equal
to or better than terms offered by sellers of such items outside of the People's
Republic of China. Prices for the above stated goods and materials which are
purchased in the People's Republic of China shall in accordance with the
provisions of the Regulations for the Implementation of the Law of the People's
Republic of China on Joint Ventures using Chinese and Foreign Investment be the
same as the prices paid for such goods and materials by state-owned enterprises
and payable in Renminbi.

CHAPTER XI
LABOR MANAGEMENT

Article 34

The General Manager shall formulate plans regarding the employment,
dismissal, wages, labor insurance, welfare benefits, rewards and punishments of
the staff and workers of the JV, which shall be examined and approved by the
Board of Directors. Such plans shall be in accordance with the Regulations of
the People's Republic of China on Labor Management in Joint Venture Using
Chinese and Foreign Investment and other relevant laws and regulations.

Article 35

|35.1 | The General Manager shall determine and report to the
    Board of Director the number of employees needed for the efficient operation
    of the JV.                                                                                                                                                                                                                                                                      
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            
|35.2 | The JV shall publicly recruit its staff and workers.
    Those candidates who receive the best results in the examination
    administered by the General Manager or the Deputy General Managers shall be
    employed on a probationary basis and, after the General Manager determines
    that an employee has successfully completed the probationary period, the
    employee, shall be officially employed by the JV.

Article 36

|36.1 | The standards of wages and benefits paid by the JV to the
    general personnel shall be based on the relevant stipulations and shall be
    discussed and decided by the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|36.2 | The employment, remuneration, social insurance, welfare
    benefits, travel allowance, and overseas allowances of the management
    personnel of the rank of department manager and above, shall be submitted by
    the General Manager to the Board of Director for discussion and approval.
    The salary and benefit level of other management personnel of the JV shall
    be set by the General Manager after consultation with the Deputy General
    Managers and shall be reported by the General Manager to the Board of
    Directors and to the extent required to the department concerned.

Article 37

|37.1 | Provisions relating to the employment, dismissal,
    resignation, remuneration, welfare benefits, rewards, discipline,
    punishments, labor insurance and labor discipline of the staff and workers
    of the JV shall be specified in a labor contract to be entered into by and
    between the JV and each individual staff member and worker of the JV.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                
|37.2 | After each labor contract is signed, it shall be filed
    with the Hechi Labor Management Department. Matters relating to labor
    management shall be reported to the Hechi Labor Department to the extent
    required under relevant regulations.                                                                                                         

Article 38

In accordance with guidelines set forth by the Board of Directors, the
General Manager, in consultation with the Deputy General Managers, shall have
the right to take disciplinary action against staff and workers by giving
warning, recording a demerit or reducing salaries or wages. Staff and workers
who have committed serious offenses may be dismissed. Dismissal of any staff
member or worker shall be reported to the local labor department. Dismissal of
departmental managers shall be in accordance with the provisions of the Articles
of Association of the JV.

Article 39

The JV shall establish a trade union organization in accordance with the
relevant provisions of the relevant Regulations.

CHAPTER XII
TAXES

Article 40

The JV shall pay various taxes in accordance with the stipulations of
relevant Chinese laws and regulations and shall apply for the various
preferential tax treatments given by the State to joint venture companies,
including those provided under the Income Tax Law of the People's Republic of
China for Enterprises with Foreign Investment and Foreign Enterprises (April 9,
1991) and its Implementing Regulations (July 1, 1991), State Council Regulations
Concerning Encouragement of Foreign Investment (October 11, 1986), the Measures
of the Ministry of Finance for the Implementation of the Preferential Tax
Treatment Provisions of the State Council Regulations Concerning Encouragement
of Foreign Investment (January 31, 1987) and the other relevant local
regulations promulgated by Guangxi government. In the event that new laws or
regulations permit more favorable taxation for joint ventures at a later date,
the JV shall be entitled to apply for the benefit of the relevant new tax law or
regulation.

Article 41

The JV shall be entitled to obtain the maximum additional preferential
customs and tax treatment permitted by the current an effective Chinese laws and
regulations.

Article 42

Among the preferential tax provisions to be enjoyed, the JV shall be exempted
from enterprise income tax in its first two (2) profit-making years and shall
enjoy a fifty percent (50%) reduction in enterprise income tax in the third to
fifth profit-making year.

Article 43

Staff and workers of the JV shall pay individual income tax in accordance
with the Individual Income Tax Law of the People's Republic of China.

CHAPTER XIII
FINANCE AND ACCOUNTING

Article 44

The JV shall set aside from its after tax profits the reserve fund, the
enterprise development fund and the bonus and welfare fund for staff and workers
in accordance with the stipulations in the Joint Venture Law. The proportion to
be set aside annually shall be discussed and decide by the Board of Directors
according to the business situations of the JV. The total amount set aside for
the three funds each year shall be limited strictly to amounts required to fund
the reasonable financial needs of said funds and shall generally not exceed ten
percent (10%) of the after tax profit in such year.

Article 45

The JV shall adopt the internationally practiced accrual basis of accounting
and the debit and credit method for book keeping, and shall prepare complete,
accurate and appropriate financial and accounting books and records in
accordance with the Accounting System of the People's Republic of China for
Joint Ventures Using Chinese and Foreign Investment and relevant financial
systems. The accounting system and procedures to be adopted by the JV shall be
prepared by the General Manager, the Deputy General Manager responsible for
finance, and the Finance Manager. The accounting system and procedures so
adopted shall be submitted to the Board of Directors for approval. Once approved
by the Board of Directors, the accounting system and procedures shall be filed
with the local department of finance and the tax authorities.

Article 46

After the business license has been issued, the JV shall separately open a
foreign exchange account and a Renminbi account at a branch of the Bank of China
in Hechi or other bank(s) approved by the People's Bank of China.

Article 47

Renminbi shall be used as the unit of accounting by the JV in its financial
accounting. Profits and earnings of the Parties shall be computed in Renminbi.
Except for payments to be made in foreign exchange under Chapter XIV or as
otherwise required, payments of the JV shall be made in Renminbi. The earning of
the staff and workers shall be computed and payable in Renminbi whereas staff
members appointed by the Board of Directors to be remunerated in foreign
exchange shall be paid in foreign exchange.

Article 48

The fiscal year of the JV shall begin on January 1 and end on December 31 of
each year. Monthly, quarterly and annual accounting statements shall be written
in both the Chinese and English languages and copies shall be provided in a
timely fashion to each Party.

Article 49

|49.1 | The JV shall engage an accounting firm registered in
    China to be its auditor and to examine and verify the financial accounting
    of the JV and to deliver an audit report to the Board of Directors and the
    General Manager.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                        
|49.2 | If necessary, any Party may engage an auditor at its own
    expense from China or another country to examine the financial accounting
    books of the JV. The JV shall provide the necessary convenience for such
    examination.   

Article 50

The balance sheet, profit and loss statement and profit distribution plan for
each business year must be submitted for examination and approval at a meeting
of the Board of Directors.

CHAPTER XIV
FOREIGN EXCHANGE

Article 51

|51.1 | All matters concerning the foreign exchange matters of
    the JV shall be handled in accordance with the Provisional Regulations for
    Foreign Exchange Control of the People's Republic of China and other
    relevant stipulations, including the Regulations of the State Council
    Concerning the Issue of Balancing Foreign Exchange Receipts and
    Disbursements by Joint Ventures Using Chinese and Foreign Investment and
    other relevant regulations.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|51.2 | Issues concerning the balance of foreign exchange of the
    JV shall be resolved by the JV on its own in accordance with the relevant
    regulations.                                                                                                                                                                                                                                                                                                                  

Article 52

|52.1 | All foreign exchange earnings of the JV must be deposited
    in the foreign exchange bank account opened by the JV. All foreign exchange
    expenditures shall be paid out of its foreign exchange deposits. The foreign
    exchange of the JV shall be used in the following order of priority:                                     
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                         
|     | 52.1.1                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                         
|     | 52.1.2                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                         
|     | 52.1.3                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                         
|     | 52.1.4                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                         
|     | 52.1.5                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                         
|52.2 | Whenever a payment computed in Renminbi terms is made by
    the JV in foreign exchange the equivalency between U.S. Dollars and Renminbi
    shall be determined in accordance with the exchange rate quoted by the State
    Administration of Exchange Control of the People's Republic of China on the
    date the payment is made.

CHAPTER XV
DURATION OF THE JV

Article 53

|53.1 | The term of the JV shall commence on the date of issuance
    of its business license (the "Establishment Date") and shall
    terminate on the date which is thirty (30) years from the Establishment
    Date, provided, however, that unless one of the parties notifies the other
    party in writing within one hundred and eighty (180) days of the expiration
    of the term that the notifying parties do not wish for the term of the JV to
    be extended, the term shall be automatically extended for consecutive ten
    (10) year terms upon approval of such extension by the original examination
    and approval authority; provided further that the JV may be earlier
    terminated in any of the following events:
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | 53.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | 53.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|53.2 | Upon termination, the assets of the JV shall immediately
    be liquidated pursuant to Article 11.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Article 54

|54.1 | Within thirty (30) days of an agreement or notification
    to termination the JV under Article 57 hereof, or the date upon which the
    term of the JV expires without extension, the Board of Directors shall
    establish a liquidation committee comprised of two (2) persons representing
    Party A, two (2) persons representing Party B. Within ninety (90) days of
    its establishment, the liquidation committee shall submit to the Chairman of
    the Board of Directors a liquidation report which shall contain:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | 54.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | 54.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|54.2 | The Board of Directors shall, based upon the report of
    the liquidation committee, approve the liquidation of the JV within twenty
    (20) days of the submission of the liquidation committee's liquidation
    report to the Chairman of the Board, and shall authorize the liquidation
    committee to proceed immediately with the liquidation. In the event that the
    Board of Directors fails or is unable to (i) establish a liquidation
    committee; or (ii) resolve to approve the liquidation of the JV, then the
    matter of liquidation of the JV shall be deemed a dispute under this
    Contract and shall be referred by any one Party to arbitration pursuant to
    Article 59, in which case, the arbitrators shall decide to establish a
    liquidation committee and resolve on the liquidation of the JV as would the
    Board of Directors pursuant to the procedures set forth in this Article.                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|54.3 | The liquidation plan shall provide for the sale of the
    assets of the JV as expeditiously as possible either within or outside the
    People's Republic of China at prices which are determined at the sole
    discretion of the liquidation committee to reflect the fair market value of
    said property; provided, however, that the liquidation committee shall
    maximize foreign exchange proceeds from the sale of said property and shall
    sell said property outside of the People's Republic of China if foreign
    exchange proceeds can, by that means, be maximized so long as the price
    obtained outside of the People's Republic of China is no less than that
    which may be obtained within the People's Republic of China. Party A shall
    have a first right of refusal to purchase all or a part of said assets on
    the terms offered by the liquidation committee. The proceeds of liquidation
    shall be used first to pay off all debts of the JV, including but not
    limited to taxes and government imposed levies and fees.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|54.4 | In the event the assets of the JV are liquidated, to the
    extent it is necessary to calculate the proceeds of liquidation in U.S.
    Dollars, the exchange rate quoted by the State Administration of Exchange
    Control of the People's Republic of China on the date such proceeds are paid
    to the Parties shall be used.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|54.5 | Party A shall have a right of first refusal to purchase
    the assets of the JV on terms (including but not limited to price, currency
    of payment, and time of payment) no less favorable than those offered by any
    third party or parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

CHAPTER XVI
FORCE MAJEURE

Article 55

In the event that any Party (an "Affected Party") is unable to perform
certain obligations (the "Affected Obligations") under the Contract as a
result of any event of force majeure that is unforeseeable and the occurrence
and consequence of which is unpreventable or unavoidable (such as, for example,
natural disaster, war, work stoppage or political reasons), the Affected Party
shall immediately notify the other Parties of the conditions of the event by
cable or telex and shall, within twenty-five (25) days provide details of the
event and the reasons such event has prevented performance of the Affected
Obligations. Performance by an Affected Party of Affected Obligations shall be
suspended for a period of time equivalent to the period of time during which
performance of the Affected Obligations has been prevented by an event of force
majeure. If an event of force majeure occurs, none of the Parties shall be
responsible for any damage, increased costs, or loss which the other Party may
sustain by reason of a failure or delay of performance, and such failure or
delay shall not be deemed a breach of this Contract. In the event that an event
of force majeure renders the JV economically unviable, the Parties may agree to
terminate the JV Contract under Article 53.

CHAPTER XVII
AMENDMENT

Article 56

Any amendment to this Contract shall be effective only after a written
agreement is signed by the Parties and approved by the original examination and
approval authority.

CHAPTER
XVIII
LIABILITIES FOR BREACH OF CONTRACT

Article 57

|57.1 | In the event that one of the Parties fails to make all or
    part of its capital contribution at the time and in the amount as stipulated
    in Articles 13 and 14 of this Contract, the Party in default shall pay to
    the other Party a penalty interest in accordance with the relevant
    stipulation promulgated by the People's Bank of China.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|57.2 | Should one of the Parties fail to make the capital
    contribution on time or in full in accordance with the stipulations of the
    Contract and the contribution or full payment has been overdue for two (2)
    months, such Party shall be deemed to have waived all of its rights in the
    Contract and it shall be deemed to have withdrawn voluntarily from the JV.
    The performing Party shall have the right to apply to the original
    examination and approval authority for approval to dissolve the JV or apply
    for approval to find another party to assume the rights and obligations of
    the defaulting Party under the Contract. The performing Party may at the
    same time claim compensation from the defaulting Party in accordance with
    law for losses caused by its failure to make or fully make the capital
    contribution.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|57.3 | If the defaulting Party has already paid part of its
    capital contribution in accordance with the provisions of the Contract, the
    JV shall liquidate such capital contribution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

CHAPTER XIX
APPLICABLE LAW AND SETTLEMENT OF DISPUTES

Article 58

The execution, construction, effectiveness, interpretation, performance and
settlement of disputes under of this Contract shall be governed by the laws of
the People's Republic of China. If a material change occurs to the economic
benefits of any Party after the effective date of this Contract due to the
promulgation of new laws, decrees, rules and regulations or any amendment to the
laws, decrees, rules and regulations made by the government of the People's
Republic of China, the Parties shall consult promptly and make necessary
revisions and adjustment to the relevant provisions of this Contract in order to
maintain the normal economic benefits of such Party hereunder.

Article 59

|59.1 | All disputes arising out of this Contract, so far as is
    reasonably possible, shall be settled amicably through friendly
    consultations by the Board of Directors.                                                                                                                                                                                                         
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                  
|59.2 | In the event that the Board of Directors unable to settle
    any dispute within sixty (60) days of its submission in writing by one Party
    to each of the other Parties, then such dispute shall be submitted for
    mediation or arbitration to the China International Economic and Trade
    Arbitration Commission in Beijing, in accordance with its arbitration rules.

Article 60

The arbitration award shall be final and binding on the Parties and shall be
enforceable in accordance with its terms. The cost of the arbitration (including
the reasonable fees and expenses of the lawyers appointed by each of the
Parties) shall be borne by the losing Party or in accordance with the ruling of
the arbitration tribunal.

Article 61

During the course of consultation or arbitration, this Contract shall
continue to be performed except for the part which the Parties are disputing and
which is undergoing consultation or arbitration.

CHAPTER XX
LANGUAGE

Article 62

This Contract has been written in both the Chinese and English languages.
Both languages shall be equally effective.

CHAPTER XXI
EFFECTIVENESS OF THE CONTRACT, APPROVAL AUTHORITY AND MISCELLANEOUS

Article 63

The Articles of Association of the JV and the annexes hereto shall be an
integral part of this Contract.

Article 64

The government agency with authority to approve this Contract is the Hechi
Foreign Trade and Economic Co-operation Administration.

Article 65

|65.1 | This Contract shall become effective upon:                                                                                                                                                                           
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                      
|     | 65.1.1                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                      
|     | 65.1.2                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                      
|65.2 | Upon receiving the approval of the Hechi Foreign Trade
    and Economic Co-operation Administration, Party A shall immediately notify
    all the other Parties and supply them with copies of the approval document.



|HECHI INDUSTRIAL CO. LTD.  | BIOGAN (BVI) INTERNATIONAL INC. 
|-------------------------- | --------------------------------
|                           |                                 
|Signed by:/s/ Kuang Yihuai | Signed by: /s/ Gilles Laverdiere
|                           |                                 
|Name: Kuang Yihuai         | Name:  Gilles Laverdiere        
|                           |                                 
|Title: President           | Title:  Director