EXHIBIT 10.4
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                             FINDER'S FEE AGREEMENT
                             ----------------------










                                    Between:
                                    --------


                           GRAVITY SPIN HOLDINGS, INC.
                           ---------------------------




                                      And:
                                      ----


                           TRUE NORTH MANAGEMENT LTD.
                           --------------------------









                           Gravity Spin Holdings, Inc.
                           ---------------------------
                            2206 - 950 Cambie Street
                        Vancouver, B.C., Canada, V6B 5X6


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                             FINDER'S FEE AGREEMENT
                             ----------------------



       THIS FINDER'S FEE AGREEMENT is made and dated for reference effective as
       ---------------------------
at December 31, 2003 (the "Effective Date").


BETWEEN:
--------


              GRAVITY   SPIN   HOLDINGS,   INC.,  a  company
              ---------------------------------
              incorporated  under  the laws of the  State of
              Nevada, U.S.A., and having an executive office
              and an address for notice and delivery located
              at 2206 - 950 Cambie Street, Vancouver,  B.C.,
              Canada, V6B 5X6

              (the "Company");

                                                               OF THE FIRST PART
                                                               -----------------


AND:
----


              TRUE   NORTH   MANAGEMENT   LTD.,   a  company
              --------------------------------
              incorporated  under  the laws of Hong Kong and
              having an  address  for  notice  and  delivery
              located at c/o 8th Floor  Henley  Building,  5
              Queen's Road, Central, Hong Kong.

              (the "Finder");

                                                              OF THE SECOND PART
                                                              ------------------


              (the Company and the Finder being  hereinafter
              singularly  also  referred to as a "Party" and
              collectively  referred to as the  "Parties" as
              the context so requires).


              WHEREAS:
              --------


A.     The Company is a body corporate  subsisting under and registered pursuant
to the laws of the State of Nevada,  U.S.A.,  and is a reporting company subject
to applicable securities laws in the United States and, in particular,  however,
without  limitation,  the United States  Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations promulgated thereunder;





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                                       -2-



B.     The Finder has found certain mineral  properties of merit in the People's
Republic of China and arranged for the initial introduction of certain directors
and  officers  of the  Company  to certain  directors  and  officers  of Guangxi
Non-Ferrous Metals Trading & Management Company ("Guangxi"), a company organized
under the laws of the People's Republic of China,  resulting in the execution of
a corresponding  "Letter of Intent" (the "Letter of Intent") between the Company
and Guangxi,  dated for reference  December 31, 2003, and pursuant to which, and
subject to the negotiation and formalization of a formal joint venture agreement
respecting  the  same,  the  Company  and  Guangxi  therein  expressed  a mutual
intention  to form a joint  venture  company  whereby  it is  intended  that the
Company  will make  staged  cash  payments to own at least 80% of the issued and
outstanding  shares of the joint  venture  company.  In addition,  it is further
intended by the Company and Guangxi that the Company will spend  US$1,000,000 on
the Guangxi Bobai Yingqiao Silver Mine Project to: (i) expand the current mining
and mill  production  facilities  to  develop it into a 300  ton/day  processing
operation; and (ii) conduct exploration activities to increase the current metal
mineralization;


C.     In accordance  with the efforts of the Finder herein,  and by the express
agreement and  acknowledgement  of the Company,  the Company has agreed that the
Finder is  entitled  to a finders'  fee (the  "Finders'  Fee") from the  Company
equating  to 100,000  restricted  common  shares in the  capital of the  Company
(collectively,  the  "Finder's  Fee Shares") upon the execution of the Letter of
Intent between the Company and Guangxi; and


D.     The  Parties  hereto  have  agreed  to enter  into  this  agreement  (the
"Agreement") which evidences the Company's  agreement to provide the Finder with
the Finders' Fee upon the execution of the Letter of Intent  between the Company
and Guangxi, and upon the terms and conditions set forth hereinbelow;


       NOW THEREFORE  THIS AGREEMENT  WITNESSETH  that in  consideration  of the
       -----------------------------------------
mutual promises,  covenants and agreements herein contained,  THE PARTIES HERETO
                                                              ------------------
COVENANT AND AGREE WITH EACH OTHER as follows:
----------------------------------


                                    Article 1
                                    ---------
                            FINDER'S FEE ENTITLEMENT
                            ------------------------

1.1    Finder's Fee. In consideration of the Finder's  assistance in helping the
       ------------
Company in  connection  with the  execution of the Letter of Intent  between the
Company and Guangxi, the Company hereby agrees to issue to the Finder, or to the
Finder and/or such other designate(s) of the Finder as the Finder may determine,
in its sole and absolute  discretion,  and advise the Company of in writing,  in
accordance with the provisions of the Securities Act, the Finder's Fee Shares in
connection  with the  execution of the Letter of Intent  between the Company and
Guangxi.




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                                       -3-



                                    Article 2
                                    ---------
               RESTRICTIONS ON THE ENTITLEMENT TO THE FINDER'S FEE
               ---------------------------------------------------


2.1    Resale restrictions and legending of the Finder's Fee Share certificates.
       ------------------------------------------------------------------------
The  Finder   hereby   acknowledges   and  agrees  that  the  Company  makes  no
representations as to any resale or other restriction affecting the Finder's Fee
Shares and that it is presently  contemplated  that the Finder's Fee Shares will
be issued by the Company to the Finder in  reliance  upon the  registration  and
prospectus  exemptions  contained  in certain  sections  of the  "Regulation  S"
promulgated under the Securities Act which will impose a trading  restriction in
the United  States on the Finder's Fee Shares for a period of at least 12 months
from the date of issuance. In addition,  the Finder hereby also acknowledges and
agrees  that the within  obligation  of the  Company to issue the  Finder's  Fee
Shares  pursuant to this section will be subject to the Company being  satisfied
that an exemption from applicable  registration  and prospectus  requirements is
available under the Securities Act and all applicable securities laws in respect
of the Finder and the Finder's Fee Shares,  and the Company shall be relieved of
any  obligation  whatsoever to issue Finder's Fee Shares to the Finder where the
Company reasonably determines that a suitable exemption is not available to it.


       The Finder hereby also acknowledges and understands that neither the sale
of the Finder's Fee Shares which the Finder is acquiring nor any of the Finder's
Fee Shares themselves have been registered under the Securities Act or any state
securities  laws,  and,  furthermore,  that the Finder's Fee Shares must be held
indefinitely  unless  subsequently  registered  under the  Securities  Act or an
exemption from such registration is available.  The Finder also acknowledges and
understands that the certificate(s) representing the Finder's Fee Shares will be
stamped  with  the  following  legend  (or  substantially  equivalent  language)
restricting transfer in the following manner:


       "The  transfer  of the  securities  represented  by this  certificate  is
       prohibited  except in  accordance  with the  provisions  of  Regulation S
       promulgated  under the United States  Securities  Act of 1933, as amended
       (the  "Securities  Act"),  pursuant  to  registration  under  the  Act or
       pursuant  to an  available  exemption  from  registration.  In  addition,
       hedging  transactions  involving  such  securities  may not be  conducted
       unless in compliance with the Securities Act.".


and the Finder hereby  consents to the Company  making a notation on its records
or giving instructions to any transfer agent of the Finder's Fee Shares in order
to implement the restrictions on transfer set forth and described hereinabove.


       The Finder also acknowledges and understands that:


       (a)    the  Finder's  Fee Shares  are  restricted  securities  within the
              meaning of "Rule 144" promulgated under the Securities Act;





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                                       -4-



       (b)    the  exemption  from  registration  under  Rule  144  will  not be
              available  in any  event  for at least  one year  from the date of
              issuance of the Finder's  Fee Shares to the Finder,  and even then
              will not be  available  unless (i) a public  trading  market  then
              exists  for  the  common  stock  of  the  Company,  (ii)  adequate
              information concerning the Company is then available to the public
              and (iii)  other  terms and  conditions  of Rule 144 are  complied
              with; and


       (c)    any sale of the  Finder's  Fee Shares  may be made by the  Company
              only  in  limited  amounts  in  accordance  with  such  terms  and
              conditions.


       The Finder finally  acknowledges and understands that,  without in anyway
limiting the acknowledgements  and understandings as set forth hereinabove,  the
Finder agrees that the Finder shall in no event make any  disposition  of all or
any portion of the Finder's  Fee Shares which the Finder is acquiring  hereunder
unless and until:


       (a)    there  is then in  effect a  "Registration  Statement"  under  the
              Securities  Act  covering  such  proposed   disposition  and  such
              disposition   is  made  in  accordance   with  said   Registration
              Statement; or


       (b)    (i) the Finder  shall have  notified  the Company of the  proposed
              disposition  and shall have  furnished the Company with a detailed
              statement   of  the   circumstances   surrounding   the   proposed
              disposition,  (ii) the  Finder  shall,  at the  sole and  absolute
              discretion  of the  Company,  have  furnished  the Company with an
              opinion  of the  Finder's  own  counsel  to the  effect  that such
              disposition will not require registration of any such Finder's Fee
              Shares  under the  Securities  Act and (iii)  such  opinion of the
              Finder's counsel shall, at the sole and absolute discretion of the
              Company, have been concurred in by counsel for the Company and the
              Company shall have advised the Finder of such concurrence.


                                    Article 3
                                    ---------
                         COMPLIANCE WITH SECURITIES LAWS
                         -------------------------------


3.1    Compliance  with  securities  laws.  The Parties hereto shall each comply
       ----------------------------------
with  all  laws,  whether  federal,  provincial  or  state,  applicable  to this
Agreement  and to the issuance of any Finder's Fee Shares  pursuant to the terms
of this Agreement.  The Parties hereto also confirm their respective  intentions
that the issuance of Finder's Fee Shares  hereunder  will be by way of a private
sale or  sales  and,  to the  extent  that  any  federal,  provincial  or  state
securities  laws may be applicable,  such sale or sales will be made pursuant to
the  relevant   exemptions   under  such  securities  laws  including,   without
limitation, the Securities Act.




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                                       -5-



                                    Article 4
                                    ---------
                                  FORCE MAJEURE
                                  -------------


4.1    Events.  If  either  Party  hereto  is at any  time  either  during  this
       ------
Agreement or thereafter prevented or delayed in complying with any provisions of
this  Agreement  by  reason  of  strikes,  walk-outs,  labour  shortages,  power
shortages,  fires, wars, acts of God, earthquakes,  storms, floods,  explosions,
accidents,  protests or  demonstrations  by  environmental  lobbyists  or native
rights groups,  delays in transportation,  breakdown of machinery,  inability to
obtain  necessary  materials in the open market,  unavailability  of  equipment,
governmental  regulations restricting normal operations,  shipping delays or any
other reason or reasons beyond the control of that Party,  then the time limited
for the performance by that Party of its respective  obligations hereunder shall
be  extended  by a period of time  equal in  length  to the  period of each such
prevention or delay.


4.2    Notice. A Party shall within seven calendar days give notice to the other
       ------
Party of each event of force majeure under section "4.1"  hereinabove,  and upon
cessation of such event shall  furnish the other Party with notice of that event
together with particulars of the number of days by which the obligations of that
Party  hereunder have been extended by virtue of such event of force majeure and
all preceding events of force majeure.


                                    Article 5
                                    ---------
                                   ARBITRATION
                                   -----------


5.1    Matters for Arbitration.  The Parties agree that all questions or matters
       -----------------------
in dispute with  respect to this  Agreement  shall be  submitted to  arbitration
pursuant to the terms hereof.


5.2    Notice.  It shall be a condition  precedent  to the right of any Party to
       ------
submit any matter to  arbitration  pursuant to the provisions  hereof,  that any
Party  intending  to refer any matter to  arbitration  shall have given not less
than 10 calendar  days' prior  written  notice of its  intention to do so to the
other  Party  together  with  particulars  of  the  matter  in  dispute.  On the
expiration  of such 10 calendar  days the Party who gave such notice may proceed
to refer the dispute to arbitration as provided in section "5.3" hereinbelow.


5.3    Appointments.   The  Party   desiring   arbitration   shall  appoint  one
       ------------
arbitrator, and shall notify the other Party of such appointment,  and the other
Party shall,  within 15 calendar days after  receiving  such notice,  appoint an
arbitrator,  and the two arbitrators so named,  before proceeding to act, shall,
within 30 calendar days of the  appointment  of the last  appointed  arbitrator,
unanimously agree on the appointment of a third arbitrator, to act with them and
be chairman of the  arbitration  herein  provided  for. If the other Party shall
fail to appoint an arbitrator  within 15 calendar days after receiving notice of
the appointment of the first arbitrator, and if the two arbitrators appointed by
the Parties shall be unable to agree on the  appointment  of the  chairman,  the



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                                       -6-



chairman shall be appointed  under the provisions of the Commercial  Arbitration
Act (British Columbia) (the "Arbitration Act"). Except as specifically otherwise
provided in this section, the arbitration herein provided for shall be conducted
in accordance with such Arbitration Act. The chairman, or in the case where only
one arbitrator is appointed,  the single arbitrator,  shall fix a time and place
for the purpose of hearing the evidence and representations of the Parties,  and
he shall preside over the  arbitration  and determine all questions of procedure
not provided for under such  Arbitration Act or this section.  After hearing any
evidence and representations that the Parties may submit, the single arbitrator,
or the arbitrators,  as the case may be, shall make an award and reduce the same
to writing,  and deliver one copy thereof to each of the Parties. The expense of
the arbitration shall be paid as specified in the award.


5.4    Award. The Parties agree that the award of a majority of the arbitrators,
       -----
or in the case of a single  arbitrator,  of such arbitrator,  shall be final and
binding upon each of them.


                                    Article 6
                                    ---------
                                     NOTICE
                                     ------


6.1    Notice.  Each notice, demand or other communication required or permitted
       ------
to be given  under  this  Agreement  shall be in  writing  and  shall be sent by
prepaid  registered  mail  deposited  in a Post  Office  addressed  to the Party
entitled to receive the same,  or  delivered  to such Party,  at the address for
such Party specified above. The date of receipt of such notice,  demand or other
communication  shall be the date of delivery thereof if delivered,  or, if given
by registered  mail as aforesaid,  shall be deemed  conclusively to be the third
calendar  day after the same shall  have been so  mailed,  except in the case of
interruption  of postal  services for any reason  whatsoever,  in which case the
date of  receipt  shall  be the  date on  which  the  notice,  demand  or  other
communication is actually received by the addressee.


6.2    Change  of  address.  Either  Party may at any time and from time to time
       -------------------
notify the other  Parties in writing of a change of address  and the new address
to which notice shall be given to it thereafter until further change.


                                    Article 7
                                    ---------
                               GENERAL PROVISIONS
                               ------------------


7.1    Entire agreement. This Agreement constitutes the entire agreement to date
       ----------------
between  the  Parties   hereto  and   supersedes   every   previous   agreement,
communication,   expectation,  negotiation,   representation  or  understanding,
whether oral or written, express or implied, statutory or otherwise, between the
Parties hereto with respect to the subject matter of this Agreement.





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                                       -7-



7.2    Enurement and assignment. This Agreement will enure to the benefit of and
       ------------------------
will  be  binding  upon  the  Parties,   their  respective   heirs,   executors,
administrators and permitted  assigns.  This Agreement may not be assigned as to
any part by any Party without the permission in writing of the other Party, such
permission not to be unreasonably withheld.


7.3    Time of the essence. Time will be of the essence of this Agreement.
       -------------------


7.4    Representation  and  costs.  It is  hereby  acknowledged  by  each of the
       --------------------------
Parties hereto that, as between the Parties  hereto,  Devlin Jensen,  Barristers
and  Solicitors,  acts  solely  for the  Company,  and that the  Finder has been
advised by Devlin Jensen to obtain  independent legal advice with respect to its
review and  execution  of this  Agreement.  In  addition,  it is hereby  further
acknowledged  and agreed by the Parties hereto that each Party to this Agreement
will bear and pay its own costs,  legal and  otherwise,  in connection  with its
respective  preparation,  review  and  execution  of  this  Agreement,  and,  in
particular,  that the costs involved in the preparation of this  Agreement,  and
all documentation necessarily involved thereto, by Devlin Jensen shall be at the
cost of the Company.


7.5    Applicable  law.  The  situs  of this  Agreement  is  Vancouver,  British
       ---------------
Columbia,  and for all purposes this Agreement  will be governed  exclusively by
and construed and enforced in accordance with the laws and Courts  prevailing in
the Province of British Columbia.


7.6    Further  assurances.  The Parties hereto  hereby,  jointly and severally,
       -------------------
covenant and agree to forthwith,  upon request, execute and deliver, or cause to
be executed and delivered,  such further and other deeds, documents,  assurances
and  instructions  as may be required by the Parties hereto or their  respective
counsel in order to carry out the true nature and intent of this Agreement.


7.7    Invalid  provisions.  If any  provision of this  Agreement is at any time
       -------------------
unenforceable  or invalid for any reason it will be severable from the remainder
of this Agreement and, in its  application at that time,  this Agreement will be
construed as though such  provision was not  contained  herein and the remainder
will continue in full force and effect and be construed as if this Agreement had
been executed without the invalid or unenforceable provision.


7.8    Severability and construction. Each Article, section, paragraph, term and
       -----------------------------
provision  of this  Agreement,  and any  portion  thereof,  shall be  considered
severable,  and if, for any reason,  any portion of this Agreement is determined
to be invalid,  contrary to or in conflict with any applicable present or future
law,  rule or  regulation  in a final  unappealable  ruling issued by any court,
agency or tribunal with valid jurisdiction in a proceeding to any of the Parties
hereto is a party,  that ruling shall not impair the  operation  of, or have any
other effect upon, such other portions of this Agreement as may remain otherwise



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                                       -8-



intelligible  (all of which shall remain  binding on the Parties and continue to
be given full force and  agreement as of the date upon which the ruling  becomes
final).


7.9    Captions.  The captions,  section  numbers,  Article numbers and Schedule
       --------
numbers  appearing in this  Agreement are inserted for  convenience of reference
only and shall in no way define, limit, construe or describe the scope or intent
of this Agreement nor in any way affect this Agreement.


7.10   Counterparts.  This  Agreement may be signed by the Parties  hereto in as
       ------------
many  counterparts as may be necessary and, if required,  by facsimile,  each of
which so signed being deemed to be an original,  and such counterparts  together
shall  constitute one and the same instrument and,  notwithstanding  the date of
execution,  will be deemed to bear the Execution  Date as set forth on the front
page of this Agreement.


7.11   No  partnership  or  agency.  The  Parties  hereto  have  not  created  a
       ---------------------------
partnership  and  nothing  contained  in  this  Agreement  shall  in any  manner
whatsoever  constitute any Party the partner,  agent or legal  representative of
any other  Party,  nor create any  fiduciary  relationship  between them for any
purpose  whatsoever.  No Party shall have any authority to act for, or to assume
any  obligations or  responsibility  on behalf of, any other party except as may
be,  from  time to time,  agreed  upon in  writing  between  the  Parties  or as
otherwise expressly provided.


7.12   Consents and waivers. No consent or waiver expressed or implied by either
       --------------------
Party  hereto in respect  of any  breach or  default  by any other  Party in the
performance by such other of its obligations hereunder shall:


       (a)    be valid  unless it is in  writing  and  stated to be a consent or
              waiver pursuant to this section;


       (b)    be relied  upon as a consent  to or waiver of any other  breach or
              default of the same or any other obligation;


       (c)    constitute a general waiver under this Agreement; or


       (d)    eliminate  or modify  the need for a  specific  consent  or waiver
              pursuant to this section in any other or subsequent instance.




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                                       -9-



       IN  WITNESS  WHEREOF  each of the  Parties  hereto has  hereunto  set its
       --------------------
respective  hands and seals in the presence of its duly  authorized  signatories
effective  as at the  Effective  Date as set  forth  on the  front  page of this
Agreement.



The CORPORATE SEAL of                       )
GRAVITY SPIN HOLDINGS, INC.,                )
---------------------------                 )
the Company herein, was hereunto affixed    )
in the presence of:                         )
                                            )              (C/S)
         /s/ Graham Taylor                  )
--------------------------------------------)
Authorized Signatory                        )


The CORPORATE SEAL of                       )
TRUE NORTH MANAGEMENT LTD.,                 )
--------------------------                  )
the Finder herein, was hereunto affixed     )
in the presence of:                         )
                                            ) (C/S)
         /s/ Anthony Tam                    )
--------------------------------------------)
Authorized Signatory                        )

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