JOINT VENTURE AGREEMENT

EXHIBIT 10.8

JOINT VENTURE AGREEMENT

THIS AGREEMENT mired into this the 11th day of May, 2004, by and between

U.S. Canadian Minerals, Inc. ("U.S. Canadian"), of Las Vegas, state of Nevada,

and El Capitan Precious Metals, Inc. (El Capitan), of Englewood, state of

Nevada.

WITNESSETH:

WHEREAS, (U.S. Canadian) is in the business of

Acquiring and Funding Mining Property , and

WHEREAS, (El Capitan) is in the business of:

Operating Mining Property , and

WHEREAS, both parties desire to work together for the purpose of

Developing the COD Mining Claim

NOW THEREFORE,, for good and valuable consideration, receipt of which is

hereby acknowledged, and the mutual promises and benefits to be derived by the

parties, they do hereby agree to the following terms and conditions:

ARTICLE I

FORMATION

SECTION 1.1 Formation and Name.

1.1.1 FORMATION. The Joint Venturers hereby confirm that they have

formed a Joint Venture for the purposes and scope set forth in this agreement.

1.1.2 NAME. The name of the Joint Venture is and shall continue to be

CanEll ("CanEl"). The business and affairs of the Joint Venture shall be

conducted solely under that name and under no other unless modified in writing

by addendum to this agreement:

SECTION 1.2 PURPOSES and Scope of the Joint Venture.

The purpose of the Joint Venture is to:

Explore, operate and otherwise utilize the COD Mining Claim.

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SECTION 1.3 PRINCIPAL Place of Business.

The principal place of business of the Joint Venture shall be Initially

located at:

4955 S. Durango, #216, Las Vegas, NV 89113.

SECTION 1.4 TERM.

The term of the Joint Venture shall commence on the first above written

day, and shall continue, unless sooner terminated in accordance with other

provisions of this Agreement, until May 11, 2020.

SECTION 1.5 No Partition.

No Joint Venturer shall have the right and each Joint Venturer hereby

agrees not to withdraw from the Joint Venture nor to dissolve, terminate,

partition, or liquidate, or to petition a court for the dissolution,

termination, partition, or liquidation of the Joint Venture or its assets,

except as provided for in this Agreement, and no Joint Venturer at any time

shall have the right to petition or to take any action to subject the operation

of the Project or any part thereof or the Joint Venture assets or any part

thereof to the authority of any court of bankruptcy, insolvency, receivership,

or similar proceeding.

ARTICLE II

CAPITAL CONTRIBUTIONS, RESERVES, VOTING,

FINANCING, AND DISTRIBUTIONS

SECTION 2.1 Joint VENTURE Percentage Interest.

U.S. Canadian shall receive 80% of the interest in the mining claims designated

as the COD Mining Claim, currently owned by El Capitan and whose legal

description is attached as Exhibit A in exchange for 720,000 newly issued shares

of U.S. Canadian. The items in this paragraph are property of the parties and

not the joint venture and are not subject to termination or sale to satisfy

liabilities of the Joint Venture.

El Capitan shall operate the operations as they relate to the tailings and

settlement pond and contribute the equipment needed for such operations. U.S.

Canadian shall contribute to the operating capital for 90 days which shall not

exceed the wages for 3 or 4 workers, fuel and equipment repair and maintenance,

and necessary equipment for operation approved by J.V. Partners. The net profit

from the tailings and settlement pond operations shall be split 50-50 among the

parties.

SECTION 2.2 ADJUSTMENTS and Interest.

Unless otherwise approved by the Joint Venturers, no adjustment to the

Percentage Interest of any Joint Venturer shall be made except as otherwise

provided herein or as a result of a transfer of a Joint Venturer's Joint Venture

interest or a portion thereof.

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SECTION 2.3 CAPITAL Accounts.

2.3.1 GENERAL. As used herein, the term Capital Account shall refer to the

capital account of each Joint Venturer reflecting the value of each Joint

Venturer's relative interest in the capital of the Joint Venture. A Capital

Account, as defined herein, shall be maintained for each Joint Venturer and

shall be subject to adjustment as provided in subsection 2.3.3.

2.3.2 INITIAL CAPITAL CONTRIBUTION AND INITIAL CAPITAL. Upon the execution of

this Agreement, the parties shall make contributions as stated in paragraph 2.1

of this Agreement.

SECTION 2.4 Allocations of Profits and Losses to Joint Venturers.

All profits shall be retailed by U. S, Canadian other than as disclosed

in 2.1.

SECTION 2.5 Time LIMIT for Approval

Where an issue arises needing a vote, such vote shall be given within

five (5) calendar days of a written request by the other party for a vote.

Should a response not be returned within the stated period, then the vote will

be considered in the affirmative.

ARTICLE III

MANAGEMENT

SECTION 3.1 JOINT Venture Manger.

U.S. Canadian is hereby appointed Manager or Venture Manager of the Joint

Venture and shall be responsible for the internal operation of the venture. Any

direct cost incurred shall be paid out of Joint Venture funds.

SECTION 3.2 Other BUSINESS Activities.

Nothing herein is to be construed as giving any party an interest in

other business of the parties except those construed specifically by this

Agreement or incorporated by an amendment hereto.

The parties mutually acknowledge that each is involved in additional

businesses and are not restricted to participating with each other except as

stated in the first right of refusal for additional projects.

ARTICLE IV

ACCOUNTING

SECTION 4.1 Books, RECORDS, and Fiscal Year.

4.1.1 GENERAL. The Joint Ventures books and records of account shall be

maintained in accordance with generally accepted accounting principles

consistently applied on the cash basis and shall be adequate to provide any

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Joint Venturer with all financial information as may be needed by any Joint

Venturer or any Affiliate of any Joint Venturer for purposes of satisfying the

financial reporting obligations of any Joint Venturer or his or its respective

affiliate or affiliates. The fiscal year of the Joint Venture shall end on

December 31 of each year. The books and records shall be maintained at the Joint

Ventures' principal place of business.

SECTION 4.2 Other ACCOUNTING Decisions.

All accounting decisions and tax elections for the Joint Venture (other

than those specifically provided for in other Sections of this Agreement) shall

be made from time to time as required and approved by the Venture Manager.

ARTICLE V

SALE, TRANSFER, OR MORTGAGE

SECTION 5.1 GENERAL.

Except as expressly permitted herein, no Joint Venturer shall sell,

sign, transfer, mortgage, charge, or otherwise encumber, or permit any of the

foregoing, whether voluntarily or by operation of law (herein sometimes

collectively called a transfer), any part or all of his or its Joint Venture

interest without the prior written approval of the other Joint Venturers, and

any attempt to do so shall be void.

5.1.1 PERMITTED TRANSFERS

(a) Any Joint Venturer may transfer or assign his or its interest in the

Joint Venture to any corporation or general partnership that is controlled by

such Joint Venturer, or to any limited partnership in which the Joint Venturer

would be the general partner, and such transfers or assignments shall not be

subject to this SUBSECTION,, but the transferee thereof shall be subject to all

the terms and conditions of this Agreement, including without limitation this

subsection, and as a condition precedent to any such transfer, such transferee

shall enter into a written agreement agreeing to be bound by the terms hereof.

SECTION 5.2 CLOSINGS.

5.2.1 TERMINATION OF OBLIGATIONS. As of the effective date of any

transfer not prohibited hereunder by a Joint Venturer of its entire interest in

the Joint Venture, such Venturers' rights and obligations hereunder shall

terminate except as to items accrued as of such date and except as to any

indemnity obligations of such Joint Venturer attributable to acts or events

occurring prior to such date. Thereupon, except as limited by the preceding

sentence, this Agreement shall terminate as to the transferring Joint Venturer

but shall remain in effect as to the other Joint Venturers. In the event of a

transfer of