0000899797-02-000169 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • August 2nd, 2002 • Biogan International Inc • Metal mining • Ontario

This AGREEMENT (the "Agreement") is made as of August 1, 2000 (the "Effective Date"), by and between Biogan International, Inc. (together with any successor in interest of Biogan International, Inc. hereunder, the "Company" or the "Employer") and Kerry D. Smith (the "Employee"). In consideration of the mutual covenants contained in this Agreement, the Employer and Employee agree as follows:

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SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • August 2nd, 2002 • Biogan International Inc • Metal mining • Ontario

THIS SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of July 19, 2002 and effective as of July 19, 2002, is between Biogan International, Inc., a Delaware corporation with a place of business at 813 Beriault, Suite 203, Longueuil, Quebec, Canada J4G 1X7 ("Biogan"), and Fushan Industrial Co. Ltd., a British Virgin Island corporation, wholly owned by the shareholders ("Shareholders") of the Hechi Industrial Co., Ltd. ("Hechi"), with a place of business at East Asia Corporate Service (BVI) Ltd., East Asia Chambers, P.O. Box 901, Road Town, Tortola, British Virgin Islands ("Fushan" and with Biogan, the "Parties" and each individually a "Party").

EMPLOYMENT AGREEMENT
Employment Agreement • August 2nd, 2002 • Biogan International Inc • Metal mining • Ontario

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

Agreement
Agreement • August 2nd, 2002 • Biogan International Inc • Metal mining • Ontario

Biogan International Inc. (hereinafter referred to as "Party A"), a corporation duly organized and existing under the laws of Delaware, United States with its principal office at 813 Beriault, Suite 203, Longueuil, Quebec, Canada; and

CONSULTING AGREEMENT
Consulting Agreement • August 2nd, 2002 • Biogan International Inc • Metal mining • Delaware

THIS AGREEMENT (this "Agreement"), dated the 23rd day of November, 2001, between JOHN CULLEN, an individual residing at 37 Amelia Street, Barrie, Ontario L4M 1M5 ("Consultant"), and BIOGAN INTERNATIONAL, INC., a Delaware corporation having an office at 150 King Street West, Suite 2315, Toronto, Ontario Canada M5H 1J9 ("Biogan").

JOINT VENTURE CONTRACT For GUANGXI GUANGHE METALS CO. LTD. among HECHI INDUSTRIAL CO. LTD. And BIOGAN (BVI) INTERNATIONAL INC. July 19, 2002 INDEX
Joint Venture Contract • August 2nd, 2002 • Biogan International Inc • Metal mining

Pursuant to the Law of the People's Republic of China on Sino-Foreign Co-Operative Enterprises, the corresponding Implementation Rules and other relevant Chinese laws and regulations, on the basis of the principles of equality and mutual benefit, HECHI INDUSTRIAL CO.LTD. (hereafter referred to as "Party A"), a limited liability company organized and existing under the Company Law of the People's Republic of China and BIOGAN INTERNATIONAL INC. (hereinafter referred to as "Biogan"), a limited liability company organized and existing under the laws of the State of Delaware of the United States of America agreed after friendly consultations to jointly invest in and set up a co-operative joint venture-"Guangxi Guanghe Metals Co. Ltd. (hereafter referred to as "JV") in Guangxi Zhuang Autonomous Region of the People's Republic of China which has been approved by Hechi Foreign Trade and Economic Co-operation Administration on February 16th, 2000. Biogan has agreed to assign its interest in the

Letterhead of Biogan International, Inc.]
Biogan International Inc • August 2nd, 2002 • Metal mining

Hechi Industrial Co., Ltd. No. 386, Xinjian Road, Hechi City Guangxi Zhuang Autonomous Region People's Republic of China Dear Sirs:

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