Exhibit 3.9

ARTICLES OF ASSOCIATION
Of

GUANGXI GUANGHE METALS CO. LTD.

CHAPTER I
GENERAL PROVISIONS

Article 1



Pursuant to the Law of the People's Republic of China on Sino-Foreign
Co-Operative Enterprises and the JV Contract signed by and between HECHI
INDUSTRIAL CO. LTD. (hereinafter referred to as the "Party A") and BIOGAN
(BVI) INTERNATIONAL INC. (hereinafter referred to as the "Party B"), the
Articles of Association of the JV are formulated as follows:

Article 2

|2.1 | The name of the JV shall be "GUANGXI GUANGHE METALS
    CO. LTD. in English.                                    
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|    |                                                                                                                 
|2.2 | The name of the JV shall be "广西广河金属有限公司"
    in Chinese.                                                        
|    |                                                                                                                 
|2.3 | The legal address of the JV shall be: No. 386, Xinjian
    Road, Hechi, Guangxi, the People's Republic of China.

Article 3

The JV shall be a limited liability co-operative enterprise with the
liability of the JV being limited to the registered capital of the JV. It shall
have the status of a Chinese legal person and be subject to the jurisdiction and
protection of Chinese law. All its activities must comply with the published
laws, decrees and pertinent rules and regulations of the People's Republic of
China. The liability of each party to the JV (hereinafter referred to
collectively as the "Parties" and individually as "Party") shall
be limited to the amount of each Party's respective subscription to the
registered capital and no Party shall have any liability to the JV or to any
third party severally or jointly in excess of such amount.

Article 4

After the JV has been approved by the examination and approval authority, it
shall be registered with the Hechi Administration for Industry and Commerce. It
shall practice independent accounting, assume sole responsibility for its
profits and losses, and operate independently.

CHAPTER II
SCOPE OF OPERATION

Article 5

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.

CHAPTER III
TOTAL INVESTMENT AND REGISTERED CAPITAL

Article 6

|6.1 | The total investment amount of the JV shall
        be US$25,000,000.                                                                                       
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|    |                                                                                                                                                             
|6.2 | The total registered capital of the JV shall
        be US$10,000,000, and shall be contributed by the Parties in the
        following
        proportions:
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Article 7

The registered capital of the JV can be adjusted by the Board of the JV at an
appropriate time.

Article 8

The JV shall have the power to borrow any funds needed in addition to the
registered capital and to mortgage its properties in relation thereto.

Article 9

|9.1 | No Party shall assign or otherwise dispose of all or part
  of its interest in the JV to the other Parties or a third party without first
  obtaining the unanimous approval of the Parties through a resolution of the
  Board of Directors and the approval of the original examination and approval
  authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | However, any Party may freely assign its interest in the JV to its own
  affiliate without first obtaining the consent of the other Parties or giving
  the other Parties 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 that is a wholly owned
  subsidiary of such Party. Such assignment shall be reported to the original
  examination and approval authority for approval.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|9.2 | 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 Parties. The
  percentage of the Offered Shares to be offered to any one of the Non-Selling
  Party shall be computed as follows:
|    | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9.3 | The Offer contained in the Offer Notice shall be on terms
  and conditions no less favorable 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 9.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 9.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 9.3.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|    | 9.3.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|9.4 | 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 10

Any increase or assignment of the registered capital of the JV, alteration in
the amount of registered capital or any substitution of the Parties shall, after
approval by the Board of Directors and the examination and approval authority,
be registered with the Hechi Administration for Industry and Commerce.

CHAPTER IV
THE BOARD OF DIRECTORS

Article 11

11.1   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.

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 Joint Venture
    Company.

Article 12

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.

Article 13

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

Article
14



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 15

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 16

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;                                                                                                                                                                                                                                                 
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|     |                                                                                                                                                                                                                                                                                                                                      
|(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;                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                      
|(14) | Approval of the annual distribution of profits to the
    Parties.                                                                                                                                                                                                                                                                   

Article 17









|17.1 | 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 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.
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|17.2 | Expenses incurred by the directors in attending meetings
    of the Board of Directors shall be paid by the JV.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|17.3 | 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.                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|17.4 | 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 hereof; provided, however that at least one (1) director
    appointed by each of the Parties must affirmatively sign such resolution.                               

Article 18

|18.1 | Should any director be unable to attend a meeting of the
    Board of Directors, he/she may authorize a representative by written proxy
    to attend such meeting. Such representative shall enjoy the rights of such
    director. In the event that no representative is appointed by the absent
    director to attend a meeting of the Board of Directors, the absent director
    shall be deemed to have waived his right to vote in such meeting.                                                                                                                           
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|18.2 | Any director who fails to attend, in person or by proxy,
    at two (2) consecutive duly called meetings of the Board of Directors shall
    be removed from the Board of Directors automatically and the size of the
    Board of Directors shall be reduced accordingly. In such event, the Party
    who originally nominated the removed director may request that the size of
    the Board of Directors be increased to its prior size and may nominate a
    replacement director at the next duly called meeting of the Board of
    Directors at which a quorum is present.



Article 19

Detailed written minutes shall be made for each meeting of the Board of
Directors. After such minutes have been signed and approved by all directors or
proxies who attended the meeting, they shall be kept on file by the JV. Minutes
of the meetings shall be kept in Chinese and English.

Article 20

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.

CHAPTER V
OPERATION AND MANAGEMENT ORGANIZATION



Article 21

The JV shall establish an operation and management organization that 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 managers
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 22

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 23

|23.1 | 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.
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|23.2 | The General Manager, Deputy General Managers and other
    senior management personnel shall not have concurrent employment with any
    other economic entity, nor shall they participate in any form of economic
    competition with the JV.                            

Article 24

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.

Article 25

Important documents concerning the business and operational activities of the
JV shall only be effective after they have been signed by the General Manager.
These important documents are:

|(1) | Final budget, final accounts and accounting statements;                                                                                                                                                                                                                                                                             
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|    |                                                                                                                                                                                                                                                                                                                                     
|(2) | Documents relating to major purchases of plant or
    equipment, major domestic or foreign borrowings, and major expenditures of
    foreign exchange provided that said documents relate to items authorized by
    the Board of Directors of the JV and are within the chart of authority of
    the JV's management organization;
|    |                                                                                                                                                                                                                                                                                                                                     
|(3) | Other major matters specified by the Board of Directors.                                                                                                                                                                                                                                                                            

Article 26

|26.1 | The General Manager shall be responsible for the
    preparation of the annual production plan and budget of the JV. The
    production plan and budget for each fiscal year shall be submitted to the
    Board of Directors for examination prior to October 1 of the preceding
    fiscal year and shall include comprehensive detailed information on the
    following:                                             
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|     | 26.1.1                                                                                                                                                                                                                                                                                                                                                                                                                   
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|     | 26.1.2                                                                                                                                                                                                                                                                                                                                                                                                                   
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|     | 26.1.3                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | 26.1.4                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | 26.1.5                                                                                                                                                                                                                                                                                                                                                                                                                   
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|     | 26.1.6                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                          
|26.2 | Such plan shall include projected requirements of raw
    materials, fuel, water, electricity and other utilities, and all other
    purchases for the following year's production.                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                          
|26.3 | The Board of Directors shall complete its examination and
    approval of the production plan and budget by December 15 of the year in
    which they are submitted to the Board of Directors and, upon approval, shall
    file the same with the department in charge of the JV. The General Manager
    shall be responsible for the implementation of the plan and budget, as
    approved by the Board of Directors.

Article 27

The terms of employment offered by the JV to managerial personnel (including
but not limited to salary, benefits, housing and transportation fees) shall be
decided by the Board of Directors.





CHAPTER VI
FINANCIAL AFFAIRS AND ACCOUNTING



Article 28

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 29

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 30

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 Chinese and English languages and copies shall be provided in a timely
fashion to each Party.

Article 31

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. Checks shall only be valid when they are co-signed
by the General Manager and one or more other persons designated by the Board of
Directors.

Article 32

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 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 33

|33.1 | 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.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                        
|33.2 | 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 34

The following items shall be included in the financial accounting books of
the JV:

|(1) | the amounts of all cash receipts and expenditure of the
    JV;                           
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|    |                                                                                           
|(2) | sales and purchases of all supplies of the JV;                                            
|    |                                                                                           
|(3) | the registered capital and indebtedness of the JV;                                        
|    |                                                                                           
|(4) | the schedules of payment, increase and assignment of the
    registered capital of the JV.

Article 35

The finance department of the JV shall prepare the balance sheet, the profit
and loss statement and profit distribution plan for the preceding fiscal year
within the first month of each fiscal year. Such balance sheet and profit and
loss statement and profit distribution plan shall be submitted to the Board of
Directors for adoption after having been examined, checked and signed by the
auditor.

CHAPTER VII
FOREIGN EXCHANGE



Article 36

|36.1 | All matters concerning the foreign exchange matters of
    the JV shall be handled in accordance with the Chinese laws and regulations
    and provisions in the Joint Venture Contract.
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|     |                                                                                                                                                                                         
|36.2 | 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.                                 

CHAPTER VIII
INSURANCE



Article 37

Various types of insurance of the JV shall be purchased from the People's
Insurance Company of China. The types of coverage, the value and the term of
insurance shall be discussed and decided at a meeting of the Board of Directors
of the JV in accordance with the stipulations of the People's Insurance Company
of China.

CHAPTER IX
TAXES

Article 38

The JV shall pay various taxes in accordance with the stipulations of
relevant laws and regulations of the People's Republic of China and shall apply
for the various preferential tax treatments given by the State and the local
authorities to foreign investment enterprises. In the event that new laws or
regulations permit more favorable taxation for foreign investment enterprises,
the JV shall be entitled to apply for the benefit of the relevant new tax law or
regulation.



CHAPTER X
PROFIT DISTRIBUTIONS



Article 39

|39.1 | 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:                                                                                                               
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|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 39.1.1                                                                                                                                                                                                                                                                                                                                                                                          
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|     | 39.1.2                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|39.2 | 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.

Article 40

Profits of the JV may not be distributed in accordance with Article 39 before
losses in the preceding fiscal year have been made up. Profits not so
distributed in the preceding fiscal year may be combined with the profits in the
current fiscal year for profit distribution.

CHAPTER XI
LABOUR MANAGEMENT



Article 41

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 42

|42.1 | The General Manager shall determine and report to the
    Board of Director the number of employees needed for the efficient operation
    of the JV.                                                                                                                                                                                                                                                                      
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            
|42.2 | 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 43

|43.1 | 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.                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|43.2 | 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 44

|44.1 | 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.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                
|44.2 | 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 45

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 these provisions.

CHAPTER XII
TRADE UNION ORGANIZATION



Article 46

The JV shall establish a trade union organization in accordance with the
Trade Union Law of the People's Republic of China. The activities of the trade
union organization shall be carried out outside of normal working hours.

CHAPTER XIII
DURING LIQUIDATION



Article 47

|47.1 | 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 notify 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:
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | 47.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | 47.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|47.2 | Upon termination, the assets of the JV shall immediately
    be liquidated pursuant to Article 48.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

Article 48

|48.1 | Within thirty (30) days of an agreement or notification
    to termination the JV under Article 47 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 that shall contain:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | 48.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | 48.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|48.2 | 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 the Contract
    and shall be referred by any Party to arbitration pursuant to Article 59 of
    the JV Contract, 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.                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|48.3 | 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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|48.4 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|48.5 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

Article 49

During the liquidation period, the liquidation committee shall represent the
JV in bringing or responding to legal proceedings.

Article 50

Liquidation expenses and remuneration for members of the liquidation
committee shall be paid with priority out of the existing assets of the JV.

Article 51

After the completion of liquidation the liquidation committee shall submit to
the report to the original examination and approval authority and go through
procedures for the cancellation of registration with the Hechi Administration
for Industry and Commerce, return the business license and make a public
announcement of the liquidation of the JV at the same time.

CHAPTER XIV
MISCELLANEOUS PROVISIONS



Article 52

Any amendment of these Articles of Association shall require the unanimous
resolution by the Board of Directors and submission to the original examination
and approval authority for approval.

Article 53

These Articles of Association have been written in both Chinese and English
languages. Both language texts shall be equally effective.

Article 54

These Articles of Association shall become effective on the date they are
approved by the relevant examination and approval authority of the Hechi
People's Government. The same applies to amendments.

These Articles of Association are executed by the duly authorized
representatives of Party A and Party B, in Beijing on the day of 19th
July, 2002.

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