EXHIBIT 10.10
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                           GRAVITY SPIN HOLDINGS, INC.
                           ---------------------------
                              2206 - 950 Cambie St.
                           Vancouver, British Columbia
                                 Canada, V6B 5X6


March 1, 2004

VIA HAND DELIVERY
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True North Management Ltd.
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Suite 702, Block 81, Xiangxi Estate
Luo Wu, Shenzhen
Guangdong, P.R.C.

Attention:  Mr. Anthony Tam

Dear Sirs:

Re:    Consulting Agreement with Gravity Spin Holdings, Inc. (the "Company")
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This  correspondence  will specify the consulting  arrangement  (the "Consulting
Agreement") between the Company and True North Management Ltd..

The terms and conditions of the Consulting Agreement are as follows:

1.     Services.  During the Term (as  hereinafter  defined) of this  Consulting
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       Agreement, True North Management Ltd. (the "Consultant") shall provide to
       the  Company  consulting  services  designed to assist the Company as its
       chief  representative  in China  with  respect to  negotiations  on joint
       venture  option  agreements  on  properties  of merit as well as  initial
       geological  assessment and engineering  assessment of properties of merit
       to help develop the business of the Company.

2.     Term. The term of this Consulting  Agreement (the "Term") is for a period
       ----
       of two years commencing on March 1, 2004 (the "Effective Date").

3.     Payment  for  Services.  It is hereby  agreed that the  Consultant  shall
       ----------------------
       provide  the  consulting  services  for a monthly fee of  US$10,000  (the
       "Fee")  with  such  Fee  being  due and  payable  by the  Company  to the
       Consultant  on the  first  business  day  of the  month  in  advance.  In
       addition,  it is agreed that the  Consultant  shall be reimbursed for all
       expenses  incurred  by the  Consultant  for the  benefit  of the  Company
       (collectively, the "Expenses") and which Expenses shall be payable by the



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March 1, 2004
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       Company  within  30  days  of  delivery  by  the  Consultant  of  written
       substantiation on account of each such reimbursable Expense.

4.     Confidentiality  by the  Consultant.  The Consultant  will not, except as
       -----------------------------------
       authorized or required by the Consultant's  duties  hereunder,  reveal or
       divulge  to any  person  or  companies  any  information  concerning  the
       organization,  business,  finances,  transactions or other affairs of the
       Company,  or  of  any  of  its  subsidiaries,   which  may  come  to  the
       Consultant's knowledge during the Term and during the continuance of this
       Consulting  Agreement,  and the Consultant will keep in complete  secrecy
       all confidential information entrusted to the Consultant and will not use
       or attempt to use any such  information in any manner which may injure or
       cause loss either  directly or  indirectly  to the  Company's  respective
       businesses. This restriction will continue to apply after the termination
       of this  Consulting  Agreement  without  limit  in point of time but will
       cease to apply to information or knowledge which may come into the public
       domain.

5.     Indemnification. The Company agrees to indemnify and hold Consultant (the
       ---------------
       "Indemnified Person") 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 Consulting  Agreement,  whether or not Consultant is a party to such
       dispute.  The Company agrees that it shall also reimburse the Indemnified
       Person  for  any   attorney's   and  costs  incurred  in  enforcing  this
       Indemnification against the Company.

6.     No  Indemnification.  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 loss,  claim,
       damage,  liability,  cost or exposure  sought to be recovered  hereunder.
       (But  pending  any such  final  determination,  the  indemnification  and
       reimbursement  provision of this Consulting Agreement shall apply and the
       Company shall perform its obligations  hereunder to reimburse  Consultant
       for its attorney's fees and expenses).

7.     Entire  Agreement.  This  Consulting  Agreement  sets  forth  the  entire
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       understanding of the parties  relating to the subject matter hereof,  and
       supersedes  and cancels  any prior  communications,  understandings,  and
       agreements  between the  parties.  This  Consulting  Agreement  cannot be
       modified or changed,  nor can any of its  provision be waived,  except by
       written agreement signed by all parties.



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March 1, 2004
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If the Consultant is in accord with the forgoing,  please execute a copy of this
letter and the same will be binding on the parties.


Yours truly,
GRAVITY SPIN HOLDINGS, INC.
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Per:


      /s/ Graham Taylor
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GRAHAM TAYLOR, Director



The  forgoing  is hereby  agreed to this 1st day of March,  2003 and True  North
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Management Ltd. declares itself bound to the terms.
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TRUE NORTH MANAGEMENT LTD.
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Per:


      /s/ Anthony Tam
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Anthony Tam, Director