Exhibit 10.2
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                              CAMDEN MINES LIMITED
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                           505 Burrard St., Suite 1880
                           Vancouver, British Columbia
                                 Canada, V7X 1M6
                               Tel: (604) 681-3864


September 10, 2004

To:
THE SHAREHOLDERS AND THE BOARD OF DIRECTORS OF PAC-POLY INVESTMENTS LIMITED
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P.O. Box 957
Offshore Incorporation Centre
Road Town, Tortola
British Virgin Islands


Dear Sirs\Mesdames:

Re:  OFFER TO PURCHASE ALL OF THE OUTSTANDING  SHARES IN THE CAPITAL OF PAC-POLY
     INVESTMENTS   LIMITED   ("PAC-POLY")  FROM  ALL  THE  SHAREHOLDERS  OF  THE
     OUTSTANDING  SHARES IN THE  CAPITAL OF  PAC-POLY  BY CAMDEN  MINES  LIMITED
     ("CAMDEN") (CHANGING ITS NAME TO "XINHUA CHINA LTD.")
     ---------------------------------------------------------------------------

Subject to and in accordance  with the terms and  conditions  contained  herein,
this binding letter agreement (the "Letter  Agreement") will set forth the basic
understanding,  terms and conditions  relating to the  acquisition of all of the
outstanding  shares in the  capital of  Pac-Poly  (the  "Pac-Poly  Capital"),  a
company  organized  under the laws of the British Virgin Islands,  by Camden,  a
company  organized under the laws of the State of Nevada,  (the  "Transaction").
Chen  Xueqiang,  Lily  Wang and  Derrick  Luu are the only  shareholders  of the
Pac-Poly Capital and are parties to this Letter Agreement.

It is intended that the purchase of the Pac-Poly  Capital will qualify under the
applicable  tax laws as a tax  deferred  share for share  exchange.  The parties
agree that all  reasonable  commercial  efforts will be made to  facilitate  the
Transaction  qualifying  under the appropriate  subsection of the applicable tax
laws and such intention shall be reflected in a formal purchase agreement.

The parties also intend to enter into a more formal purchase agreement by way of
a share purchase  agreement (the "Formal  Agreement")  and other  documents that



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more fully delineate and formalize the terms outlined in this Letter  Agreement,
failing which the following terms will apply:


1.   Form of Transaction.  Mr. Xueqiang,  Ms. Wang and Mr. Luu will transfer all
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of the Pac-Poly  Capital to Camden in exchange  for Camden  issuing in aggregate
16,387,000 shares of common stock of Camden to the shareholders of Pac-Poly on a
pro rata basis in accordance with each such shareholder's  respective percentage
shareholdings in Pac-Poly.


2.   Formal Agreement. Additional terms, conditions and provisions governing the
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proposed  Transaction  may be  contained  in a Formal  Agreement,  which will be
prepared and executed in form and substance  satisfactory to Pac-Poly and Camden
and their respective legal counsel.


3.   Due Diligence.  The parties'  obligations under this Letter Agreement shall
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be subject to the following conditions:

     (a)  Camden shall  complete due diligence to its  satisfaction  and that of
its counsel,  as to corporate status,  compliance with applicable laws,  assets,
liabilities,  contracts and financial condition and prospects of Pac-Poly within
ninety (90) days after entering into this Letter Agreement.

     (b)  Pac-Poly  will  provide  Camden  and its  respective  representatives,
agents  and  advisers  with  reasonable  access  to,  and  copies of, all books,
records,  files and  documents in  Pac-Poly's  possession  as may be  reasonably
requested  by Camden in order that Camden may  satisfy  itself as to all matters
relating to the business,  ownership,  assets,  operations  and  liabilities  of
Pac-Poly.


4.   Representations  and Warranties.  The Formal  Agreement shall contain usual
     --------------------------------
and customary  representations and warranties by each of Pac-Poly, Mr. Xueqiang,
Ms.  Wang,  Mr. Luu and  Camden  about each such  corporation  and the  Pac-Poly
Capital, including but not limited to:

               (i)    due incorporation and good standing;
               (ii)   due  authorization  of  the  transactions  and  agreements
                      relating thereto;
               (iii)  title of each such corporation to its assets;
               (iv)   correctness of financial statements;
               (v)    condition of  properties,  equipment  and  other  material
                      assets;
               (vi)   absence of undisclosed or contingent liabilities;
               (vii)  absence of any material  adverse  change since the date of
                      its  most  recent  financial  statements in  the financial
                      condition, results or prospects of such corporation;
               (viii) absence of tax liabilities other than on a current basis;




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               (ix)   absence of any threatened or pending litigation;
               (x)    continuing  validity of contracts,  licenses and  permits;
                      and
               (xi)   that  the Pac-Poly  Capital is free and clear of any liens
                      or encumbrances.

5.   Indemnification.  Each of Pac-Poly,  Mr.  Xueqiang,  Ms. Wang,  Mr. Luu and
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Camden shall agree to indemnify  the other  against any loss,  damage,  expense,
judgment or payment  (including  expenses of investigation,  attorney's fees and
litigation  expenses)  resulting  from the inaccuracy of any  representation  or
warranty made by such party in the Formal Agreement.


6.   Condition Precedent to Closing.  Pac-Poly shall have received share capital
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in the newly created Xinhua Publications  Circulation & Distribution Center Co.,
Ltd.,  a company  organized  under the laws of the  People's  Republic of China,
equivalent  to 27%  of the  issued  and  outstanding  share  capital  in  Xinhua
Publications Circulation & Distribution Center Co., Ltd.


7.   Consents. Each of Pac-Poly, Mr. Xueqiang, Ms. Wang, Mr. Luu and Camden will
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cooperate with one another and proceed, as promptly as is reasonably practicable
to seek to obtain all  necessary  consents  and  approvals,  and to  endeavor to
comply with all other legal or contractual  requirements for or preconditions to
the execution and consummation of the Formal Agreement.


8.   Confidentiality.   Each  of  Pac-Poly  and  Camden   agrees  to  treat  all
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information  (including  but  not  limited  to  any  information  identified  as
"confidential"  in writing and any such information which by its content or from
the  manner  in  which  it  is  provided  could   reasonably  be  deemed  to  be
confidential)  concerning  the other  furnished,  or to be  furnished,  by or on
behalf  of the  other  in  accordance  with  the  provisions  of this  paragraph
(collectively,  the "Information"),  and to take, or abstain from taking,  other
actions set forth herein. The Information will be used solely for the purpose of
evaluating  the proposed  transactions,  and will be kept  confidential  by each
corporation and its officers, directors, employees, representatives, agents, and
advisors;  provided that (i) any of such  Information may be disclosed by either
corporation to its officers, directors, employees, representatives,  agents, and
advisors who need to know such  information  for the purpose of  evaluating  the
proposed  transactions,  (ii) any disclosure of such  information may be made to
which each  corporation  consents  in  writing,  (iii) such  information  may be
disclosed  if so required  by law and (iv) such  obligation  of  confidentiality
shall expire upon such confidential  information  becoming public by means other
than a breach of this paragraph. If the proposed Transaction is not consummated,
each of  Pac-Poly  and Camden will  promptly  return all  documents,  contracts,
records,  or properties to the other.  The  provisions of this  paragraph  shall
survive the termination of this Letter Agreement.


9.   Public Disclosure. Before the closing of the proposed Transaction,  neither
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Pac-Poly nor Camden shall make any public release of  information  regarding the




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matters  contemplated  herein except (i) that press  releases shall be issued by
Camden  as  promptly  as is  practicable  after  the  execution  of this  Letter
Agreement,  (ii) that Pac-Poly and Camden may each continue such  communications
with   employees,   customers,   suppliers,   franchisees,   lenders,   lessors,
shareholders,  and  other  particular  groups  as may  be  legally  required  or
necessary or  appropriate  and not  inconsistent  with the best interests of the
other party or the prompt consummation of the transactions  contemplated by this
Letter Agreement, and (iii) as required by law.

10.  Reasonable  Commercial Efforts.  Each of Pac-Poly and Camden will negotiate
     -------------------------------
in good faith and use its reasonably  commercial efforts to arrive at a mutually
acceptable  Formal  Agreement  for  approval,  execution,  and  delivery  on the
earliest  reasonably  practicable  date.  Camden will  pursue its due  diligence
investigation of the business,  financial condition and prospects of Pac-Poly in
good faith and with  reasonable  dispatch.  Each party  hereto will also use its
reasonable  commercial  efforts (subject to all the terms and conditions  hereof
and the Formal  Agreement)  to effect  the  closing  of the  Transaction  and to
proceed with the  transactions  contemplated  in this Letter  Agreement  and the
Formal Agreement as promptly as is reasonably practicable.


11.  Transactions  in the  Ordinary  Course.  Upon the  execution of this Letter
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Agreement,  Pac-Poly will not make or agree to make any purchase,  sale or other
similar  transaction  of assets,  securities  or  otherwise  in an amount in any
transaction,  greater than $10,000 without the consent of Camden,  which consent
shall  not be  unreasonably  withheld;  except  in any such  case,  for any such
transactions  which are in the  ordinary  course  and scope of the  business  of
Pac-Poly.


12.  Costs. Pac-Poly and Camden will each be solely responsible for and bear all
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of its own respective expenses, including, without limitation, expenses of legal
counsel,  accountants,  financial  and other  advisors,  incurred at any time in
connection  with  pursuing  or  consummating   the  Formal   Agreement  and  the
transactions contemplated herein.


13.  Execution  in  Counterparts.  This  Letter  Agreement  may be  executed  in
     ----------------------------
original or  counterpart  form,  delivered by facsimile or  otherwise,  and when
executed  by the  parties  as  aforesaid,  shall be  deemed  to  constitute  one
agreement and shall take effect as such.


14.  Governing  Law. The situs of this Letter  Agreement is  Vancouver,  British
     ---------------
Columbia,   and  for  all  purposes  this  Letter  Agreement  will  be  governed
exclusively by and construed and enforced in accordance with the laws and Courts
prevailing in the Province of British Columbia.



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Yours very truly,
CAMDEN MINES LIMITED


Per:     /s/ Xianping Wang
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         Xianping Wang, President

If the parties wish to accept the terms and conditions  set forth above,  please
execute  this  Letter  Agreement  and return an  originally  signed  copy to the
undersigned.  Upon such  execution  and  return,  this  Letter  Agreement  shall
constitute a binding agreement upon the parties.


PAC-POLY INVESTMENTS LIMITED


Per:     /s/ Derrick Luu                              Dated: September 14, 2004
    ----------------------------------------
         Authorized Signatory

         Derrick Luu, Secretary and Director
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         (print name and title)




         /s/ Chen Xueqiang                            Dated: September 14, 2004
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Chen Xueqiang, shareholder of
Pac-Poly Investments Limited




         /s/ Lily Wang                                Dated: September 14, 2004
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Lily Wang, shareholder of
Pac-Poly Investments Limited




         /s/ Derrick Luu                              Dated: September 14, 2004
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Derrick Luu, shareholder of
Pac-Poly Investments Limited