EXHIBIT     10.2

                            NON-DISCLOSURE AGREEMENT

Party A: Biosphere Development Company, the subsidiary of Global Environmental
         Energy Company
Party B: Shenzhen Rayes Group Co., Ltd.
Party C: Shenzhen Branch of Yankuang Group Co., Ltd.


Whereas:

1.   Party A,  Party B and Party C intend to  cooperate  with each  other on the
     commercialization  and  promotion of the  Biosphere  System  project in the
     Chinese market ("Cooperation Project");

2.   Party  A,  Party B and  Party C have  reached  agreement  in the  terms  of
     cooperation,  work arrangement and time schedule of the Cooperation Project
     etc. by signing the Letter of Intent;

3.   In order to  initiate  and  facilitate  the  operation  of the  Cooperation
     Project,  the Parties to this  Agreement  intend to carry out the following
     work  jointly:  survey of the Chinese  policy on refuse  treatment  market;
     research and analysis of the market and technology;  study of the appliance
     of  Biosphere  city refuse  treatment  system in Chinese  refuse  treatment
     market and related  technology  solution based upon the features of Chinese
     refuse,  amendment  of the  technological  process,  supporting  technology
     service and prediction of commercial profit.


For the  abovementioned  purpose,  Party A,  Party B and Party C decide to enter
into the following Non-Disclosure Agreement;


1.   The Scope of Business Secret

The business secret under this Agreement  refers to any secret  information that
is disclosed to or made known to one Party to this  Agreement for the purpose of
the  Cooperation  Project,  no  matter  whether  it is  indicated  as  secret or
disclosed by means provided that it is not known to the general public.

The business secret under this Agreement does not cover:

     a)   Information  that is publicly  available  before the disclosure by any
          Party,

     b)   Information  that  is  already  known  to  the  recipient  before  the
          disclosure by any Party


2.   Obligation of Confidentiality

Any Party shall not utilize the  business  secret of other Party  unless for the
purpose of the Cooperation  Project.  Without the prior written consent of other
Party, any Party shall not copy, disseminate, publicize or disclose to any other
third party such business secret.

Any Party may  disclose,  as limited as possible,  such  business  secret to its
directors,  employees,  agents,  professional consultant or affiliated companies
for and only for the  purpose  of the  Cooperation  Project  provided  that such
directors,  employees, agents, professional consultants and affiliated companies
shall bear the same  obligation of  confidentiality  under this Agreement as the
Party making such disclosure and the Party making such disclosure shall bear the
joint and several liabilities.







3.   Term of Agreement

This  Agreement  comes into effect as soon as it is signed by all Parties.  This
Agreement  shall  remain  valid no matter  whether  the  Cooperation  Project is
carried out smoothly or not. The obligations of  confidentiality  of the Parties
remain  binding  and  effective  until  the  expiry  of  five  years  after  the
termination  of  the  cooperation  relationship  between  the  Parties  for  the
Cooperation Project.


4.   Exemption

The disclosure of business  secret by any Party as performance of its compulsory
obligations required by law or by writ issued by court of competent jurisdiction
does not constitute breach of obligation under this Agreement  provided that the
Party  making such  disclosure  shall  notify in time the other Party which owns
such business  secret and make necessary  protection for the business  secret as
instructed by the other Party.


5.   Return of Business Secret

Without prejudice to the agreements  between the Parties,  the Party is entitled
to demand at any time the other  Party to return or destroy  all  documentation,
material or other items containing the business secret provided by it. The other
Party shall abide by its instruction and shall not keep any copy or duplicate.

Upon the termination of the cooperation relationship between the Parties for the
Cooperation  Project,  the Party  shall  return or  destroy  all  documentation,
material or other items  containing the business secret as required by the other
Party.


6.   Breach of Contract

The  Parties  shall  perform  strictly  and fully their  obligations  under this
Agreement.  In case of breach of contract,  the breaching Party shall compensate
the loss of the  observing  Party and bear all  liabilities  imposed by law,  no
matter whether the Cooperation Project is terminated or not.


7.   Dispute Settlement

Any dispute relating to this Agreement shall be settled by consultation  between
all Parties pursuant to principle of good faith and honesty.  Any dispute cannot
be solved by consultation shall be submitted to the China International Economic
and  Trade  Arbitration  Commission  for  arbitration  in  accordance  with  its
effective rules of arbitration. The arbitration shall be held in Beijing and the
award shall be final and binding upon all Parties.


8.   Language

This  Agreement is signed in both Chinese and  English.  In case of  discrepancy
between the two languages, the English edition shall prevail.

This  Agreement  has 3 originals and each Party shall retain one original of the
same effect and legal force.




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Signatures:



Party A: Biosphere  Development  Company, the subsidiary of Global Environmental
         Energy Company

 Authorized Representative:


/s/ Dr. C.A. McCormack
Dr. C.A. McCormack    January 21, 2005



 Party B: Shenzhen Rayes Group Co., Ltd

 Authorized Representative:

/s/ Mr. Ximei Hunang
Mr. Ximei Hunang Chairman of the Board



Party C: Shenzhen Branch of Yankuang Group Co., Ltd.

Authorized Representative

/s/ Mr. Changyou  Wang
Mr. Changyou  Wang