EXHIBIT 10.10
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GRAVITY SPIN HOLDINGS, INC.
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2206 - 000 Xxxxxx Xx.
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx, X0X 0X0
March 1, 2004
VIA HAND DELIVERY
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True North Management Ltd.
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Xxxxx 000, Xxxxx 00, Xxxxxxx Xxxxxx
Luo Wu, Shenzhen
Guangdong, P.R.C.
Attention: Xx. Xxxxxxx Xxx
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
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of two years commencing on March 1, 2004 (the "Effective Date").
3. Payment for Services. It is hereby agreed that the Consultant shall
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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
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
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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
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"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
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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.
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/ Xxxxxx Xxxxxx
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XXXXXX XXXXXX, 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/ Xxxxxxx Xxx
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Xxxxxxx Xxx, Director
