Exhibit 7.2

                           MEMORANDUM OF UNDERSTANDING

      BETWEEN NEXGEN BIOTECHNOLOGIES INC. AND GUARDIAN BIOTECHNOLOGIES INC.

THIS  AGREEMENT expresses the understanding between the parties to co-operate in
plant  biotechnology  research.

THE  PARTIES  ARE   Nexgen Biotechnologies Inc    (Here within called Nexgen)
                         Wonchon-Dong  65-1
                         Yusung  Gu,  Daejon  City
                         S.  Korea.  305  370

AND                 Guardian Biotechnologies Inc. (Here within called Guardian)
                         IPW  110-Gymnasium  Place
                         Saskatoon,  Saskatchewan.
                         Canada.  S7N  0W9

WHEREAS:

     1.   Nexgen is developing plant biotechnology products in molecular farming
          and  diagnostics  for  commercial  applications;
     2.   Guardian  is also developing plant biotechnology products in molecular
          farming  and  diagnostics  for  commercial  application;
     3.   Nexgen  and  Guardian  wish  to  co-operate  in  undertaking  plant
          biotechnology  research  in  the  areas  of  molecular  farming  and
          diagnostics  of  mutual  benefit  to  both  of  their  organizations.
     4.   The  objectives  of  this  agreement  is  for  these  parties  to:

          4.1  complete  joint  planning  to  identify  for  the parties to work
               together  in  areas  of  mutual  interest  and  benefit;
          4.2  support  researcher  exchanges to help facilitate the development
               and  exchange  of  technology  and  knowledge;
          4.3  provide  a  framework for confidentiality, intellectual ownership
               and  management  for  the  parties  to  work  together
          4.4  work  together  as  may  be agreed to by both parties as per this
               Agreement  to  develop  technologies  and biotechnology tools for
               commercial  application.

Signed  by  Nexgen                    /s/  Sun  Lee  /s/
                                      ------------------
Date:  February  9,  2003             per:     Dr.  Sun  Lee
                                      CEO/President
                                      Nexgen

Signed  by  Guardian                  /s/  James  Macpherson  /s/
                                      ---------------------------
Date:  February  9,  2003             per:     Dr.  James  Macpherson
                                      General  Manager
                                      Guardian