EXHIBIT 10.1



                       PRELIMINARY JOINT VENTURE AGREEMENT
                       -----------------------------------

THE PARTIES:
-----------

(1)  (YUNNAN PROVINCE NUCLEAR INDUSTRY BRIGADE 209) (the "Chinese Party"); and
      --------------------------------------------        -------------

(2)  GRAVITY SPIN HOLDINGS, INC. to be renamed as MAGNUS INTERNATIONAL RESOURCES
     ---------------------------                  ------------------------------
     INC.
     ----

                             PRELIMINARY STATEMENTS
                             ----------------------

A.   The  Chinese  Party  and the  Foreign  Party  signed a Letter  of Intent on
     January 15, 2004  pursuant to which they agreed to establish a  cooperative
     joint  venture  company  (the "JV  Company")  to  conduct  copper  and gold
     exploration and mining activities within Eighty-two point three nine(82.39)
     square kilometer area (the "JV Area") of Huidong County,  Sichuan Province,
                                 -------
     People's Republic of China (as shown on Appendix I).

B.   The Chinese Party holds gold and copper exploration permits for the JV Area
     (copies  of  which  are  attached  hereto  as  Appendix  II).  Based on the
     agreements arrived at through discussions between the Parties,  the Chinese
     Party shall  transfer  the  exploration  permits  and all related  data and
     information (the "Exploration Permits") to the JV Company.
                       -------------------

C.   Based on the [Mineral  Exploration Rights Purchase  Agreement] entered into
     by the Chinese Party on April 2, 2004, the Chinese and Foreign Party agrees
     that the JV Company will obtain exploration  qualifications,  in accordance
     with the exploration permits in the JV Area (shown on Appendix II).

D.   Based on friendly  discussions,  the Parties have agreed on the basic terms
     of their  cooperation,  and to confirm  such  agreements  by  signing  this
     Agreement.

THEREFORE, the Parties hereby agree to the following terms.
-----------------------------------------------------------

1.   JV Company and JV Term
---------------------------

     The Parties shall  establish the JV Company as a legal person  Sino-foreign
     cooperative  joint  venture  company under the laws of the PRC. The term of
     Company shall be provisionally set as 30 years. The JV Company's activities
     will be divided  into two  phases.  The first  phase of 4 years will be the
     exploration  phase.  The second  phase of 26 years will be the  development
     phase.  If the JV Company  acquires  mining  rights to develop a commercial
     mine, such initial term may be extended, based on actual operational needs,
     so that the cooperation between the Parties may continue through the end of
     the commercial life of the mine.



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2.   Business Scope
-------------------

     2.1  The JV Company's  core  objective  shall be to engage in  commercially
          profitable exploration and mining within the JV Area. The JV Company's
          business  scope shall  include the  exploration,  mining,  processing,
          refining  and  selling of  copper,  gold and other  related  metal and
          mineral products.

     2.2  In addition to the permits that the Chinese Party must transfer to the
          JV Company in  accordance  with  Article  7.2, the JV Company may also
          acquire or apply for additional  exploration and mining permits around
          the perimeter area of the JV Area.

3.   Management of the JV Company
---------------------------------

     3.1  The JV Company  shall be managed  by a board of  directors.  The board
          shall be composed of five  directors.  The Foreign Party shall appoint
          three of the directors  including  the Chairman of the Board,  and the
          Chinese Party shall appoint two directors (including the Vice-Chairman
          of the Board).

     3.2  Except as  required  by laws and  regulations,  resolutions  of the JV
          Board may be passed with the approval of a majority of the  directors.
          JV Board meetings may be held in person or by telephone conference.

     3.3  The Foreign Party shall have the right to appoint the General  Manager
          of the JV Company.  The Chinese  Party shall have the right to appoint
          the Deputy General  Manager(s) of the JV Company.  The General Manager
          shall manage the day-to-day operations of the JV Company in accordance
          with policies and budgets  established by the JV Board, and shall have
          the power to select and hire other management personnel to assist him.

4.   Appraisal of Permits Transferred by the Chinese Party and Information
--------------------------------------------------------------------------

     The Parties agree that the permits to be  transferred  by the Chinese Party
     shall be appraised by a legally qualified appraisal firm in the appropriate
     industry selected and appointed by the Foreign Party , however the ultimate
     appraised value thereof shall not influence the  distribution of rights and
     interests within the JV Company.

5.   Definitive JV Documents
----------------------------

     If the appraised value is  satisfactory to both Parties,  the Parties shall
     agree on and sign a  definitive  joint  venture  contract  and  articles of
     association  (the "JV  Documents") as soon as possible before June 30, 2004
                        -------------
     or such later date as the Parties may agree upon.  The JV  Documents  shall



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     reflect the terms and  conditions  of this  Agreement  and other  customary
     provisions.

6.   Mineral Exploration Rights Purchase Agreement
--------------------------------------------------

     Pursuant to the Provisional  Mineral Exploration Rights Purchase Agreement,
     the Parties shall enter into a definitive  agreement on the purchase of the
     relevant mineral  exploration  rights by the JV Company at the same time as
     the  Parties  sign  the  JV  Documents.  That  mineral  exploration  rights
     agreement  shall  reflect  the  terms  of the  Mineral  Exploration  Rights
     Purchase Agreement and other customary provisions.

7.   Total Investment and Registered Capital
--------------------------------------------

     7.1  The total  investment for the JV Company's Phase I activities shall be
          Five Million United States Dollars  (US$5,000,000)  and the Registered
          Capital  shall be Three  Million Ten Thousand  United  States  Dollars
          (US$3,010,000)

     7.2  As its capital  contribution,  the Chinese Party shall,  in accordance
          with the JV terms, make its contribution to the registered  capital by
          transferring  the  Exploration  Permits  to  the  JV  Company  at  the
          appraised  value of the exploration  permits.  The Chinese Party shall
          hold ten percent  (10%) of the rights and interests in the JV Company.
          As its contribution to the registered  capital the Foreign Party shall
          remit Three Million Ten Thousand United States Dollars  (US$3,010,000)
          in cash  and  shall  hold  ninety  percent  (90%)  of the  rights  and
          interests in the JV Company.

     7.3  Any increase in the registered  capital or total  investment of the JV
          Company shall be contributed one hundred percent (100%) by the Foreign
          Party,  and the Chinese  Party  shall not be  required  to  contribute
          further  capital to the JV Company,  but shall  retain its ten percent
          (10%) share of the rights and interests in the JV Company.

     7.4  Capital Contribution Schedule
     ----------------------------------

     (1)  The Chinese  Party shall  transfer its  Exploration  Permits in the JV
          Area to the JV Company,  in accordance  with it JV terms,  pursuant to
          Article  7.2.  The  Chinese  Party  shall  apply  to  the  appropriate
          competent  governmental  authority to transfer its Exploration Permits
          in the JV Area to the JV Company  immediately  on the date of issuance
          of the JV Company's Business License.

     (2)  i.   Provided  that Article 7.5 is observed,  the Foreign  Party shall
               contribute  not  less  than  15  percent  (15%)  of  the  capital
               contribution  to be made by the Foreign Party,  i.e. Four Hundred
               Sixty  Thousand  United  States  Dollars  (US$460,000)  to the JV



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               Company's  registered  capital.  Within  three  months  after the
               issuance of the JV Company's Business License.

               Whereas  the JV Company  will  contribute  capital to acquire the
               exploration  rights for the Project  for the Survey of  Ma'anshan
               Area of Weilian  Village,  Sujiayakou,  Huidong  County,  Sichuan
               Province,  therefore,  the  Foreign  Party  shall  make a further
               capital  contribution   according  to  the  capital  contribution
               schedule  of  the  acquisition  contract  concluded  between  the
               Chinese Party and Geological  Brigade 404 of the Sichuan Province
               Bureau of Mining and Geology(1) to complete the acquisition. Such
               capital  contribution shall also be the registered capital of the
               JV Company.

          ii.  Provided  that Article 7.5 is observed,  the Foreign  Party shall
               further  contribute  the  remaining  85  percent  of the  capital
               contribution  to be made by the Foreign  Party,  i.e. Two Million
               Five Hundred Fifty Thousand United States Dollars  (US$2,550,000)
               within  thirty (30)  months  after the  issuance of the  business
               license.  However, the amount already paid for the acquisition of
               the  exploration  rights  for  the  Project  for  the  Survey  of
               Ma'anshan Area of Weilian  Village,  Sujiayakou,  Huidong County,
               Sichuan Province may be deducted from that capital contribution.

         iii.  Based on the results of the  exploration  by the JV  Company,  if
               needed,  within forty-eight (48) months after the issuance of the
               Business   License,   the  Foreign  Party  shall   contribute  an
               additional One Million Nine Hundred Ninety Thousand United States
               Dollars to (US$1,990,000) to the JV Company.

     7.5  The Foreign Party shall not be obligated to make any  contribution  to
          the JV Company's  registered capital pursuant to Article 7.4 if any of
          the  following  conditions  precedent  have not been  fulfilled to the
          Foreign Party's satisfaction and the Foreign Party has not waived such
          condition precedent:

          (a)  the Development and Reform  Commission of Sichuan  Province shall
               have  approved  the  Initial  Feasibility  Study  Report  without
               requiring modifications,  unless both Parties have agreed to make
               modifications;

          (b)  the Ministry of Commerce shall have approved the JV Documents and
               the  establishment  of the JV  Company,  and shall have issued an
               official certification without requiring  modifications to the JV




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               Documents,  unless both  Parties have  discussed  and required in
               writing that modifications be made;

          (c)  the Business  License shall reflect the business  scope set forth
               in Article 2.1;

          (d)  the Exploration Permits shall have been timely transferred to the
               JV Company,  the Ministry of Land and Resources shall have issued
               new exploration permits to the JV Company,  and the Foreign Party
               shall have received the original  copies of such new  exploration
               permits.

          (e)  all other regulatory approvals, registrations, licenses, permits,
               certificates  and rights  necessary for the JV Company to be able
               to conduct  the various  activities  within its scope of business
               shall  have  been  issued  or  transferred  to the name of the JV
               Company;

          (f)  the JV Company shall have obtained all necessary  approvals  from
               the applicable  authorities in charge of foreign exchange to open
               a  "foreign  exchange  bank  account"  in its own  name  and such
               account  shall  have been  opened in  accordance  with a formally
               passed authorizing resolution of the Board of Directors;

          (g)  the JV Company shall have entered into the Definitive Mine Assets
               Agreement with the Chinese Party;

          (h)  The  Mine  Assets   (including  the  mining  permits)  have  been
               transferred  into the name of the JV Company in  accordance  with
               Definitive Mine Assets Agreement; and

          (i)  the Foreign  Party  shall have  received a legal  opinion  from a
               qualified law firm of Foreign Party's choice  confirming that the
               conditions listed above have all been satisfied and that the This
               Contract is legal, valid and binding and enforceable  against the
               Parties in accordance with their terms.

     7.6  If the Foreign Party decides that there is no value conducting further
          exploration  activities  in the JV Area  after the  Foreign  Party has
          contributed  at least [Three  Hundred  Thousand  United States Dollars
                                ------------------------------------------------
          (US$300,000)] to the JV Company,  then the Foreign Party may elect to:
          -------------
          (i) transfer its interest in the JV Company to the Chinese Party; (ii)
          reduce the  registered  capital  of the JV  Company to [Three  Hundred
                                                                 ---------------
          Thousand United States Dollars (US$300,000)]; or (iii) dissolve the JV
          --------------------------------------------
          Company.







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8.   Loans and Capital Increases
--------------------------------

     8.1  The JV Company's  total amount of investment  and  registered  capital
          shall be gradually and  successively  increased in accordance with the
          JV Company's  exploration  results.  The exploration  program and mine
          development program shall be determined by the JV Board.

     8.2  In order to maximize the approvals of applicable  laws, the JV Company
          must fund its operations with loans borrowed from third parties and/or
          by shareholder  loans pursuant to loan  agreements  approved by the JV
          Board.  If  required by the lender,  the JV Company may  mortgage  its
          assets in favor of the lender as  security  for the  repayment  of the
          loan.  In the  case of a  shareholder  loan,  the JV  Company  may pay
          interest to the lending  Party at the  prevailing  commercial  rate of
          interest for similar loans.

     8.3  If the JV Board  approves a work  program or budget that will  require
          expenditures  in excess of the funds then  available to the Company by
          loans,  the  registered  capital  of the  Company  shall be  increased
          accordingly,  and the  Parties  shall take  necessary  steps to obtain
          governmental  approvals  required  in  connection  with  such  capital
          increase.(3)

     8.4  The Foreign Party shall contribute all the additional capital that may
          be required by the JV Company ("Additional Capital").(3)

9.   Profit Sharing
-------------------

     9.1  If  the  Foreign  Party  has   contributed   less  than  or  equal  to
          US$3,010,000  as capital to the JV Company,  then after the JV Company
          has paid all taxes due,  set aside all  necessary  reserves and repaid
          outstanding  loans (in accordance with applicable  laws,  regulations,
          loan agreements and the Board  resolutions of the JV Company),  the JV
          Company  must  distribute  the JV  Company's  remaining  profits  (the
          "Distributable  Profits")  to  the  Parties  in  proportion  to  their
           ----------------------
          respective actual capital contributions to the JV Company.(3)

     9.2  If the Foreign Party has contributed more than US$3,010,000 as capital
          to  the JV  Company,  then  the JV  Company  shall  distribute  the JV
          Company's Distributable Profits to the Parties in proportion of 10% to
          the Chinese Party and 90% to the Foreign Party.

     9.3  Upon  liquidation  of the JV Company,  the  Chinese  Party and Foreign
          Party shall divide the  remaining  proceeds upon  liquidation  between
          them on a pro rata basis  according to their actual  contributions  to
          the capital of the JV Company.



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10.  Exclusivity
----------------

     From the now until the JV  Documents  come into effect,  neither  Party may
     enter into any negotiations or agreements with any other person relating to
     any mineral exploration or mining project within the JV Area, or any of the
     other subject matters contemplated herein.

11.  Termination of Agreement
-----------------------------

     Any Party may terminate this Agreement by written notice to the other Party
     if the Parties fail to enter into the JV Documents by June 30, 2004.(2)

12.  Confidentiality
--------------------

     Neither Party may disclose the existence or terms of this  Agreement or the
     Letter  of  Intent to any third  party,  except  to  employees,  directors,
     technical advisors, service providers,  consultants and potential investors
     who have signed  confidentiality  agreements,  or  pursuant  to  disclosure
     requirements  imposed by applicable  laws,  regulations  or stock  exchange
     rules to which it may be subject.

13.  Governing Law
------------------

     The validity,  interpretation  and implementation of the Agreement shall be
     governed by the laws of China.

14.  Dispute Resolution
-----------------------

     Any dispute  arising out of or in connection  with this Agreement  shall be
     settled  through  friendly  consultations  between the Parties.  In case no
     settlement of the dispute can be reached through consultations within sixty
     days, either Party may submit the dispute to binding  arbitration under the
     auspices and in accordance with the rules of, the Arbitration  Institute of
     the Stockholm Chamber of Commerce in Stockholm, Sweden.

15.  Assignment
---------------

     Either Party may notify the other Party that it may transfer its rights and
     obligations  to  an  entirely   autonomous   subsidiary  and  nominate  the
     subsidiary to represent it and sign the JV Documents on its behalf.

16.  Language
-------------

     This  Agreement  has been  signed in both  Chinese  and  English,  and both
     language versions shall have equal validity.






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17.  This agreement is made in four copies, and shall enter into effect after it
     is signed by the legal  representatives  or authorized  signatories  of the
     Parties.

This Agreement has been signed by a duly  authorized  signatory of each Party in
Kunming Municipality, Yunnan Province on this sixth day of April, 2004.






(YUNNAN PROVINCE NUCLEAR INDUSTRY BRIGADE 209)
----------------------------------------------

By:     /s/ Huiming Cheng
        --------------------------

Title:  Legal Representative
        --------------------------




GRAVITY SPIN HOLDINGS, INC. to be renamed as MAGNUS
---------------------------------------------------
INTERNATIONAL RESOURCES INC.
----------------------------

By:     /s/ Graham Taylor
        --------------------------
Title:  President
        --------------------------





*    Translator's Notes

(1)  This may not be the official English name, if any.

(2)  An error in the Chinese text renders this sentence impossible to translate.
     I have translated the sentence, as I believe the writer had intended.

(3)  The wording of the Chinese text is awkward and unclear.  I have  translated
     it according to what I believe to have been the author's intent.











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