Exhibit 10.2
                           JOINT COOPERATION AGREEMENT

BETWEEN:

Institute of Materia Medica
Chinese Acadamy of Medical Sciences
Peking Union Medical College
1 Xian Nong Tan Street
Beijing, China             .........       (Hereinafter referred to as "IMM")


AND:

Sino Pharmaceuticals Corporation
Unit 152, 11782 River Road,
Richamond, B.C. V6E 1T7
Canada                     .........       (Hereinafter referred to as "Sino")


WHEREAS IMM is an research organization, specializing in all aspects of new drug
research,  development,   commercialization  and  manufacturing,  including  all
aspects of clinical research and,

WHEREAS  Sino  is an  established  pharmaceuticals  and  nutraceuticals  company
involved in the sales,  marketing and distribution of  pharmaceuticals  and bulk
and formulated nutraceuticals in North America and Europe, and,

WHEREAS IMM and Sino are interested in working together and establishing a joint
cooperative  in both parties  interested  area to develop,  license,  and market
IMM's existing drugs for the North American and European markets.

THEREFORE, in consideration of the above the aforementioned parties hereby enter
into this Agreement and hereby agree as follows:

1.   That IMM and Sino shall  jointly  cooperate  to market and sell  several of
     IMM's existing  drugs,  in the North American and European  markets,  under
     specific licensing Agreements.

2.   That IMM and Sino shall jointly  cooperate in certain projects or both side
     interested area,  including  research,  develop and commercialize new drugs
     and nutraceuticals for the North American and European markets.

3.   That IMM might cooperate to contract  manufacture  and provide  outsourcing
     manufacturing  facilities,  at its Beijing Union  Pharmaceuticals  Factory,
     certain  specified  drugs for Sino,  for the North  American  and  European
     markets.

4.   That any and all specific  work or projects  initiate,  as part of or under
     this Joint  Cooperative  Agreement,  shall be conducted on a  pre-arranged,
     actually agreed, fee or cost basis between IMM and Sino.

5.   This Agreement should not be exported to any other third parties.

6.   The validity of this Agreement shall be for a period of five years from the
     date of signing thereof.

THE  PARTIES  to this  Agreement  hereby  lend their  signatures  this 21 day of
November 2002.

For, and on behalf of,     .........        .........For, and on behalf of,
INSTITUTE OF MATERIA MEDICA.........SINO PHARMACEUTICALS CORP.



By:/s/______________________ .......        By:/s/__________________
         Wang Xinolaing    .........        .........Mahmound S. Aziz
                           .........        .........         President & CEO