Exhibit 10.3
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                              CAMDEN MINES LIMITED
                              --------------------
                           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 BEIJING  BOHENG  INVESTMENT &
--------------------------------------------------------------------------------
MANAGEMENT CO., LTD.
--------------------

Chaoqian No. 9
Technology Zone, Changping District
Beijing, PRC.


Dear Sirs\Mesdames:

Re:  OFFER TO PURCHASE 95% OF THE  OUTSTANDING  SHARES IN THE CAPITAL OF BEIJING
     BOHENG   INVESTMENT  &  MANAGEMENT  CO.,  LTD.   ("BOHENG")  FROM  ALL  THE
     SHAREHOLDERS OF THE  OUTSTANDING  SHARES IN THE CAPITAL OF BOHENG 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 95% of the
outstanding  shares in the capital of Boheng (the "Boheng  Capital"),  a company
organized under the laws of the People's Republic of China, by Camden, a company
organized  under  the laws of the State of  Nevada,  (the  "Transaction").  Zhou
Jianmin and Li Hongxing are the only  shareholders of the Boheng Capital and are
parties to this Letter 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
more fully delineate and formalize the terms outlined in this Letter  Agreement,
failing which the following terms will apply:


1.   Form of  Transaction.  Zhou Jianmin and Li Hongxing  will transfer on a pro
     ---------------------
rata basis in  accordance  with each such  shareholder's  respective  percentage



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shareholdings  in Boheng,  95% of the Boheng  Capital to Camden in exchange  for
Camden issuing in aggregate  18,613,000  shares of common stock of Camden to the
shareholders of Boheng on a pro rata basis.


2.   Formal Agreement. Additional terms, conditions and provisions governing the
     -----------------
proposed  Transaction  may be  contained  in a Formal  Agreement,  which will be
prepared and executed in form and  substance  satisfactory  to Boheng 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 Boheng within
ninety (90) days after entering into this Letter Agreement.

     (b)  Boheng will provide Camden and its respective representatives,  agents
and advisers with reasonable access to, and copies of, all books, records, files
and documents in Boheng'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 Boheng.


4.   Representations  and Warranties.  The Formal  Agreement shall contain usual
     --------------------------------
and customary representations and warranties by each of Boheng, Zhou Jianmin, Li
Hongxing  and  Camden  about  each  such  corporation  and the  Boheng  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;
                   (xii)  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;
                   (xiii) absence  of tax  liabilities  other than on a current
                          basis;
                   (xiv) absence of any threatened or pending litigation;
                   (xv)  continuing validity of contracts, licenses and permits;
                         and
                   (xvi) that the Boheng Capital is free and clear of any liens
                         or encumbrances.




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5.   Indemnification. Each of Boheng, Zhou Jianmin, Li Hongxing and 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. Boheng shall have received share capital 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 30.67% of the  issued  and  outstanding  share  capital in Xinhua
Publications Circulation & Distribution Center Co., Ltd.


7.   Consents.  Each of Boheng,  Zhou  Jianmin,  Li  Hongxing  and  Camden  will
     ---------
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 Boheng and Camden agrees to treat all 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 Boheng
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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Boheng nor Camden shall make any public  release of  information  regarding  the
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 Boheng 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



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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 Boheng 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 Boheng 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
     ---------------------------------------
Agreement,  Boheng  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
Boheng.


12.  Costs.  Boheng and Camden will each be solely  responsible for and bear all
     ------
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.


Yours very truly,
CAMDEN MINES LIMITED


Per:     /s/ Xianping Wang
    ----------------------------------------
         Xianping Wang, President



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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.


BEIJING BOHENG INVESTMENT
& MANAGEMENT CO., LTD.


Per:     /s/ Li Hongxing                              Dated: September 14, 2004
    ----------------------------------------
         Authorized Signatory

         Li Hongxing, Secretary and Director
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         (print name and title)




         /s/ Zhou Jianmin                             Dated: September 14, 2004
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Zhou Jianmin, shareholder of
Beijing Boheng Investment &
Management Co., Ltd.




         /s/ Li Hongxing                              Dated: September 14, 2004
--------------------------------------------
Li Hongxing, shareholder of
Beijing Boheng Investment &
Management Co., Ltd.