FINANCIAL SERVICES CONSULTING AGREEMENT
                     ---------------------------------------

This Agreement made this 3rd day of December, 2001.

BETWEEN:

                          IFG INVESTMENTS SERVICES INC.
                        a corporation incorporated under
              the laws of the federation of St. Christopher & Nevis
                         (hereinafter the "Consultant")

                                    - and -

                           GRAVITY SPIN HOLDINGS, INC.
                        a corporation incorporated under
                         the laws of the State of Nevada
                           (hereinafter the "Client")

     WHEREAS the Consultant is in the business of taking the Client public so as
to allow the  company's  shares to be traded on a public  exchange  or  bulletin
board;

     AND  WHEREAS  the Client  wishes to retain the  Consultant  to assist it in
obtaining a public listing as aforesaid;

     NOW THEREFORE,  in consideration of the premises and mutual  Agreements and
covenants  herein  contained  and other  good and  valuable  consideration  (the
receipt and  adequacy  of which is hereby  mutually  acknowledged),  the parties
hereby covenant and agree as follows:

1.0  TERM

     1.1  The Client hereby engages the  Consultant  and the  Consultant  hereby
          agrees to render financial  consulting services to the Client from the
          date  indicated  above to the date the Client obtains a public listing
          or fee quotation service through the NASD or for a period of one year,
          whichever last occurs. (the "Term")

     1.2  The Client hereby exclusively retains the Consultant for the Term.

2.0  CONSULTANT OBLIGATIONS

     2.1  During the Term of this Agreement:

          (a)  The  Consultant   shall  provide  to  the  Client  the  following
               financial  consulting  services  designed to assist the Client in
               obtaining a public listing or fee quotation  service  operated by
               the NASD, including:
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             (i)    preparation  and  filing  of  SB-2  registration   statement
                    required by the Securities and Exchange  Commission in order
                    to achieve the status of a fully reporting issuer;
             (ii)   preparation and filing of all documents required by the NASD
                    to achieve a public listing or fee quotation service for the
                    Client or a corporation that it owns or controls;
             (iii)  identification  of a US Securities  attorney if required and
                    identification  of  a  US  Broker-Dealer  to  represent  the
                    Client; and

     2.2  The  services  of the  Consultant  are  non-exclusive  and  subject to
          paragraph 5.0 hereof,  the Consultant may render  services of the same
          or similar nature, as herein described, to an entity whose business is
          in competition with the Client, directly or indirectly.

3.0  CLIENT OBLIGATIONS

     3.1  The Client shall pay the following amounts:

          (a)  $5,000 USD to the Consultant upon execution of this Agreement and
               issuance of 250,000 share at a price of $0.10 USD per share.
          (b)  any  disbursements  incurred by the  Consultant  on behalf of the
               Client upon receipt of an invoice issued to the Client; and
          (c)  any disbursements directed to be paid by the Consultant including
               legal fees,  audit fees,  registration  fees and  transfer  agent
               fees.

     3.2  To review  the  registration  statement  to be filed  with the  United
          States  Securities and Exchange  Commission (SEC) and form 15C211 that
          is  required  to be filed with the  National  Association  of Security
          Dealers (NASD),  to ensure that all  representations  contained in the
          statements  and forms are  complete and accurate and that there are no
          omissions  that would mislead an investor or  regulating  authority in
          any way.

     3.3  To review  all share  issuances  with its  counsel to ensure all share
          issuances  have  been  issued  in  accordance  with  the  laws  of the
          jurisdictions  to which they have been sold and to  represent  same to
          the Consultant.

4.0  TRADE SECRETS

     4.1  The  Consultant  will  not  disclose  to any  other  person,  firm  or
          corporation,  nor use for its own benefit, during or after the term of
          this Agreement,  any trade secrets or other information  designated as
          confidential  by the Client which is acquired by the Consultant in the
          course of performing services under this Agreement.

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5.0  INDEMNITY

     5.1  The  Client  agrees  to  indemnify  and  hold  the   Consultant,   its
          affiliates, control persons, officers, employees, attorneys and agents
          (collectively,  the "Indemnified  Persons")  harmless from and against
          losses,  claims,  damages,  liabilities,  costs, or expenses including
          reasonable attorney's and accountant's fees, joint and several arising
          out  of  the  performance  of  this  Agreement,  whether  or  not  the
          Consultant is a party to such dispute. The Client agrees that it shall
          also reimburse the  Indemnified  Persons for any  attorney's  fees and
          cost incurred in enforcing this Indemnification against the Client.

          This Indemnity  shall not apply,  however,  where a court of competent
          jurisdiction  has  made a  final  determination  that  the  Consultant
          engaged  in  gross   recklessness   and  willful   misconduct  in  the
          performance  of its  services  hereunder  which  gave  rise to a loss,
          claim,  damage,  liability,  cost or  exposure  sought to be  resolved
          hereunder.   However,  pending  any  such  final  determination,   the
          Indemnification  and reimbursement  provisions of this Agreement shall
          apply and the  Client  shall  perform  its  obligations  hereunder  to
          reimburse the Consultant for its attorney's fees and expenses.

     5.2  The  provisions  of paragraph 5.1 shall  survive the  termination  and
          expiration of this Agreement.

6.0  ENTIRE AGREEMENT

     6.1  This  Agreement  sets forth the entire  understanding  of the  parties
          hereto  relating to the subject  matter  hereof,  and  supercedes  and
          cancels  any  prior  communications,   understandings  and  Agreements
          between the parties. This Agreement cannot be modified or changed, nor
          can any of its  provisions  be  waived,  except by  written  Agreement
          signed by all parties.

7.0  TIME

     7.1  Time shall be of the essence in all respects of this Agreement.

8.0  NOTICE

     8.1  Any notice or other communication which is required or permitted to be
          given or made by one party to the other  party  hereunder  shall be in
          writing and shall be either:

          (a)  personally delivered to the other party;
          (b)  sent by facsimile transmission; or
          (c)  sent by regular mail, postage prepaid.

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          Any notice shall be sent to the  intended  recipient at its address as
          follows:

          To the Consultant:

          Suite #4, Temple Building
          Main and Prince William Street
          Charlestown, Nevis
          West Indies
          Fax: (869) 469-7042

          To the Client:

          30 Eglinton Avenue West, Suite 720
          PO Box 72
          Mississauga, Ontario
          Canada L5R 3E7
          Fax: (905) 602-1525

          Or at such other address as any party may from time to time advise the
          other by notice in  writing.  Any notice  given by  personal  delivery
          shall be  deemed  to be  received  on the date of such  delivery.  Any
          notice sent by facsimile  transmission  shall be deemed to be received
          the next  business day  following  the date of its  transmission.  Any
          delivery  by regular  mail shall be deemed to be  delivered 7 business
          days following the date on which it was mailed.

9.0  DILIGENCE BY PARTIES

     9.1  The  parties  shall,  with  reasonable  diligence,  do all  things and
          provide all  reasonable  assurances as may be required to complete the
          transaction(s)  and/or services  contemplated  in this Agreement,  and
          each party  shall  provide  such  further  documents,  information  or
          instruments required by the other party as may be reasonably necessary
          or  desirable  to give  effect  to this  Agreement  and  carry out its
          provisions.

10.0 COUNTERSIGNING

     10.1 This  Agreement  may be  executed  by  the  parties  in  one  or  more
          counterparts, each of which when so executed and delivered shall be an
          original and such counterparts  shall together  constitute one and the
          same instrument.

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11.0 SEVERENCE

     11.1 Any provision of this Agreement  which is prohibited or  unenforceable
          in any  jurisdiction  shall not  invalidate  the remaining  provisions
          hereof and any such invalid or unenforceable provision shall be deemed
          to be  severed.  Any  such  prohibition  or  unenforceability  in  any
          jurisdiction  shall  not  invalidate  or  render   unenforceable  such
          provision in any other jurisdiction.


          IN WITNESS WHEREOF the parties have duly executed this Agreement as of
          the date first written above.


                                          IFG INVESTMENTS SERVICES INC.


                                          By:      /s/ Kevin Mellor
                                                   -----------------------------
                                                   Authorized Director/Officer

                                          By:
                                                   -----------------------------
                                                   Authorized Director/Officer


                                          GRAVITY SPIN HOLDINGS, INC.


                                          By:      /s/ Bruce Turner
                                                   -----------------------------
                                                   Authorized Director/Officer

                                          By:
                                                   -----------------------------
                                                   Authorized Director/Officer