EXHIBIT 10.2

                           MEMORANDUM OF UNDERSTANDING









                               Korea Ginseng Corp.

                                  Eugene Sience






                                 March 12, 2004





                           MEMORANDUM OF UNDERSTANDING

This memorandum of understanding is entered on March 12, 2004 by:

     (1)  (The  "Acceptor")  Korea Ginseng  Corp.,  located at 926  Dunsan-dong,
          Seo-gu, Daejeon City, Korea
     and
     (2)  (The  "Proposer")  Eugene  Science,  located  at  16-7  Samjeong-dong,
          Ojeong-gu, Bucheon City, Gyeonggi-do, Korea

ARTICLE 1.  OBJECTIVE

In February and August of 2003,  the  Acceptor  received  proposals  for a joint
enterprise  from the Proposer,  with the patent on "EuChol," a new material that
reduces  cholesterols,  regarding  a  development  project of a new  cholesterol
reducing  product.  The  Acceptor  reviewed the  proposals  and decides that the
project has a good  potential.  The  objective of this  memorandum  is to define
basic terms between the Acceptor and the Proposer,  prior to the main  agreement
(the  "Agreement")  for development of a cholesterol  reducing  product based on
EuChol.

ARTICLE 2.  DEFINITIONS

In this  memorandum,  "EuChol" is a  cholesterol  reducing  material,  which was
developed  and  patented by the  Proposer.  EuChol is "a new  material  based on
water-soluble  vegetable  sterol  using nano  technology"  that is  effective in
reducing cholesterol. (Patent number: 0292672, Application number: 1999-0007121,
Application date: March 3, 1999, Registration date: March 26, 2001)

ARTICLE 3.  TERMS AND CONDITIONS OF JOINT ENTERPRISE

     1.1  The Acceptor  will develop a  cholesterol  reducing  product  based on
          EuChol, provided by the Proposer, and pay the Proposer for such usage.

     1.2  The  Proposer  will  provide  EuChol to the  Acceptor  exclusively  in
          Ginseng and Red Ginseng product market, and will not provide EuChol to
          any other manufacturer or distributor of similar products.

     1.3  The Proposer  will  provide the Acceptor  with EuChol in the amount as
          needed by the  Acceptor,  based on the annual sales target  defined by
          the Acceptor.

     1.4  The  Acceptor and the  Proposer  agree as the Article 4 regarding  the
          details,  and will form the  Agreement  as set out in the  Article  7,
          based on these details.

     1.5  After  signing  on this  memorandum  until  the  signing  of the  main
          Agreement as specified in the Article 7, the Acceptor and the Proposer
          will not sign any agreements  with third parties  regarding a contract
          same as or similar to the development stated herein.

ARTICLE 4.  THE DETAILS

     1.1  The Acceptor will have the rights to market and distribute the ginseng
          and red





          ginseng products developed with EuChol. If necessary, the Acceptor may
          convey part of the distribution including pharmacies to the Proposer.

     1.2  The Proposer will provide any necessary assistance to the Acceptor for
          the product development.

     1.3  The Acceptor will have all intellectual  property rights regarding the
          brand and recipes of the  resulting  products (in clauses 4.1 and 4.2)
          using EuChol.

     1.4  The  Proposer  will ensure the safety and  consistency  regarding  the
          quality of EuChol,  through  exhaustive  quality control,  and will be
          responsible for any possible problems related to EuChol's quality.

     1.5  The  Acceptor  may  request  the  Proposer  of  necessary  changes  or
          improvement  regarding the clause 4.4, with production  management and
          quality guarantee.

ARTICLE 5.  RESOLUTION OF DISPUTES

Both parties will  collaborate  for the mutual benefits to resolve any conflicts
caused  by  different  interpretations  of the  terms  and  conditions  in  this
memorandum, and will not allow any third party interventions.

ARTICLE 6.  CONFIDENTIALITY

The Acceptor and the Proposer should not reveal any information obtained through
the joint  development,  or use such  information for businesses  outside of the
joint development,  without the other party's permission. This applies after the
agreement is expired.

ARTICLE 7.  THE MAIN AGREEMENT

On the basis of trust and mutual benefits, the Acceptor and the Proposer will do
the  best  to form  the  main  Agreement  as soon  as  possible.  Regarding  the
Agreement, the leading party will be the Acceptor's Koryo Ginseng Division.

ARTICLE 8.  LEGAL EFFECT

This memorandum defines agreed terms between the Acceptor and the Proposer,  and
does not have legally biding  effect.  However,  in case of any losses  resulted
from failures to comply with the  confidentiality  obligations in the Article 6,
the party at fault is responsible for any indemnity for such losses to the other
party.

Date:  March 12, 2004

The Acceptor:  Korea Ginseng Corp., CEO Jeong-ho Ahn (Signature)
The Proposer:  Eugene Science, CEO Seung-kwon Noh (Signature)