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					EXHIBIT 10.8

                                 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
                                       FINDER'S FEE AGREEMENT

THIS FINDER'S FEE AGREEMENT is made and dated for reference effective as at January 15, 2004 (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;
                                                       -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 members of Brigade 209 of the
Nuclear Industry of Yunnan Province, People's Republic of China ("Brigade 209"), resulting in the execution of
two corresponding "Letters of Intent" (the "Letters of Intent") between the Company and Brigade 209, both
dated for reference January 15, 2004, and pursuant to which, and subject to the negotiation and formalization of
two co-operative joint venture companies, respecting the same, the Company and Brigade 209 therein expressed
a mutual intention to form two co-operative joint venture companies for the exploration and development of
certain gold and copper deposits. With respect to the first co-operative joint venture company, the Company will
contribute US$5,000,000 as an equity investment, Brigade 209 will obtain the exploration and mining rights for
the gold and copper deposits in the 129.5 sq. km. area of the Jinlong Mountain gold district (the "Property") and
the co-operative joint venture company will purchase the current exploration results of the Property. Upon these
conditions being fulfilled, the Company will own 90% and Brigade 209 will own 10% of the co-operative joint
venture company. With respect to the second co-operative joint venture company, the Company will contribute
US$5,000,000 as an equity investment, Brigade 209 will obtain the exploration and mining rights for the gold and
copper deposits in the 200 sq. km. area of Zhamashi gold and copper deposits in Qilian County of Qinghai
Province and the co-operative joint venture company will purchase the Zhamashi minerals processing mill and its
0.1364 sq. km. mining right. Upon these conditions being fulfilled, the Company will own 90% and Brigade 209
will own 10% of the co-operative joint venture company;

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 200,000 restricted common shares in the capital of the Company (collectively, the
"Finder's Fee Shares") upon the execution of the Letters of Intent between the Company and Brigade 209; 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 Letters of Intent between the
Company and Brigade 209, 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:
                                                         -3-

                                                 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 Letters of Intent between the Company and Brigade 209, 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 Letters of Intent between the
Company and Brigade 209.

                                       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.".
                                                        -4-

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;

(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.
                                                         -5-

                                             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.

                                                   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
                                                         -6-

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 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.
                                                         -7-

                                                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.

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
                                                          -8-

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 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;
                                                          -9-

(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.

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 )
EXHIBIT 10.9

                                     GRAVITY SPIN HOLDINGS, INC.

2206 - 950 Cambie St.

                                           Vancouver, British Columbia
                                               Canada, V6B 5X6

February 24, 2004

VIA FAX 65-6732-0086

Michael Tan
4 Keng Chin Rd. #02-01
Singapore 258707

Attention: Mr. Michael Tan

Dear Sirs:

Re: Consulting Agreement with Gravity Spin Holdings, Inc. (the "Company")

This correspondence will specify the consulting arrangement (the "Consulting Agreement") between the Company
and Michael Tan.

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

1. Services. During the Term (as hereinafter defined) of this Consulting Agreement, Michael Tan (the
"Consultant") shall provide to the Company consulting services designed to assist the Company in management
and marketing to develop the business of the Company.

2. Term. The term of this Consulting Agreement (the "Term") is for a period

of three 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$8,000 (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 Company within 30 days of delivery by the Consultant of written substantiation
on account of each such reimbursable Expense.
February 24, 2004

                                                      Page 2


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 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.
February 24, 2004

                                                       Page 3


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.
Per:

                                                /s/ Graham Taylor
                                          ---------------------------
                                          GRAHAM TAYLOR, Director




The forgoing is hereby agreed to effective the 24th day of February, 2004 and
Michael Tan declares himself bound to the terms.

                                                /s/ Michael Tan
                                          ---------------------------
                                          Michael Tan, Consultant
EXHIBIT 10.10

                                      GRAVITY SPIN HOLDINGS, INC.

2206 - 950 Cambie St.

                                           Vancouver, British Columbia
                                               Canada, V6B 5X6

March 1, 2004

VIA HAND DELIVERY

True North Management Ltd.
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")

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 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
March 1, 2004

                                                      Page 2


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 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

                                                       Page 3


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.
Per:

                                                /s/ Graham Taylor
                                          ---------------------------
                                          GRAHAM TAYLOR, Director




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

TRUE NORTH MANAGEMENT LTD.
Per:

                                                /s/ Anthony Tam
                                          ---------------------------
                                          Anthony Tam, Director
EXHIBIT 10.13

                                 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
                                       FINDER'S FEE AGREEMENT

THIS FINDER'S FEE AGREEMENT is made and dated for reference effective as at April 6, 2004 (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;
                                                       -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 members of Brigade 209 of the
Nuclear Industry of Yunnan Province, People's Republic of China ("Brigade 209"), resulting in the execution of a
preliminary joint venture agreement (the "Preliminary Joint Venture Agreement") between the Company and
Brigade 209, dated for reference April 6, 2004, and pursuant to which, and subject to the negotiation and
formalization a co-operative joint venture company, respecting the same, the Company and Brigade 209 therein
expressed a mutual intention to form a co-operative joint venture company for the exploration and development
of certain gold and copper deposits. With respect to the co-operative joint venture company, the Company will
contribute US$5,000,000 as an equity investment and Brigade 209 will obtain and transfer certain gold and
copper exploration permits for the gold and copper deposits in the 83.29 sq. km. area of Huidong County in
Sichuan Province located across the Jinsha Jiang River to the immediate northwest of the Boka gold project in
Yunnan Province. Upon these conditions being fulfilled, the Company will own 90% and Brigade 209 will own
10% of the co-operative joint venture company;

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 200,000 restricted common shares in the capital of the Company (collectively, the
"Finder's Fee Shares") and $200,000 (two hundred thousand dollars) upon the execution of a formal joint
venture agreement between the Company and Brigade 209; 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 a formal joint venture agreement
between the Company and Brigade 209, 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:
                                                         -3-

                                                 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 Preliminary Joint Venture Agreement between the Company and Brigade 209, and subject to the
execution of a formal joint venture agreement between the Company and Brigade 209 in relation to that
Preliminary Joint Venture Agreement, 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 and
US$200,000 in connection with the execution of the Preliminary Joint Venture Agreement and a formal joint
venture agreement between the Company and Brigade 209.

                                       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,
                                                        -4-

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;

(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.
                                                         -5-

                                             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.

                                                   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
                                                         -6-

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 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.
                                                         -7-

                                                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.

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
                                                          -8-

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 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;
                                                          -9-

(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.

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 )
EXHIBIT 10.14

                                 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
                                       FINDER'S FEE AGREEMENT

THIS FINDER'S FEE AGREEMENT is made and dated for reference effective as at April 6, 2004 (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;
                                                       -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 members of Brigade 209 of the
Nuclear Industry of Yunnan Province, People's Republic of China ("Brigade 209"), resulting in the execution of a
"preliminary joint venture agreement" (the "Preliminary Joint Venture Agreement") between the Company and
Brigade 209, dated for reference April 6, 2004, and pursuant to which, and subject to the negotiation and
formalization a co-operative joint venture company, respecting the same, the Company and Brigade 209 therein
expressed a mutual intention to form a co-operative joint venture company for the exploration and development
of certain gold and copper deposits. With respect to the co-operative joint venture company, the Company will
contribute US$5,010,000 as an equity investment, Brigade 209 will obtain and transfer certain gold and copper
exploration permits and mining rights for the gold and copper deposits in the 200 sq. km. area of Zhamashi gold
and copper deposits in Qilian County of Qinghai Province to the co-operative joint venture company, and the co-
operative joint venture company will purchase the Zhamashi minerals processing mill and its 0.1364 sq. km.
mining right. Upon these conditions being fulfilled, the Company will own 90% and Brigade 209 will own 10% of
the co-operative joint venture company;

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") and $100,000 (one hundred thousand dollars) upon the execution of a formal joint venture
agreement between the Company and Brigade 209; 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 a formal joint venture agreement
between the Company and Brigade 209, 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:
                                                         -3-

                                                 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 Preliminary Joint Venture Agreement between the Company and Brigade 209, and subject to the
execution of a formal joint venture agreement between the Company and Brigade 209 in relation to that
Preliminary Joint Venture Agreement, 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 and
US$100,000 in connection with the execution of the Preliminary Joint Venture Agreement and a formal joint
venture agreement between the Company and Brigade 209.

                                       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,
                                                        -4-

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;

(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.
                                                         -5-

                                             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.

                                                   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
                                                         -6-

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 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.
                                                         -7-

                                                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.

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
                                                          -8-

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 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;
                                                          -9-

(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.

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 )
EXHIBIT 10.15

                COOPERATIVE JOINT VENTURE CONTRACT

                                Between

                     GEOLOGY BRIGADE 209 OF THE
                         NUCLEAR INDUSTRY
                     OF YUNNAN PROVINCE, CHINA

                                  And

                MAGNUS INTERNATIONAL RESOURCES INC.,
                       Registered in Nevada, U.S.A.

                         For the Establishment of

                       LONG TENG MINING LTD.
                             TABLE OF CONTENTS

Article                                                                     Page

          Preliminary Statements..............................................1

1.        Parties to the Contract.............................................2

2.        Definitions.........................................................2

3.        Establishment and Legal Form of the Cooperative Company.............6

4.        Purpose, Scope of Business and Phases of Activity...................7

5.        Total Amount of Investment and Registered Capital;
          Assignment of Cooperative Company Interests.........................7

6.        Responsibilities of the Parties....................................13

7.        Mutual Representations.............................................15

8.        Warranties and Undertakings........................................16

9.        Sale of Cooperative Company Products...............................17

10.       Board of Directors.................................................17

11.       Management Organization............................................20

12.       Conduct of Operations..............................................21

13.       Purchase and Supply of Materials and Equipment
          and Provision of Services......... ................................22

14.       Labour Management..................................................22

15.       Financial Affairs and Accounting, Distribution of Profits..........23

16.       Taxation and Insurance.............................................26

17.       Confidentiality....................................................26

18.       Contract Term......................................................28
19. Termination and Liquidation........................................29

20. Breach of Contract.................................................31

21. Non-Competition....................................................31

22. Force Majeure......................................................32

23. Settlement of Disputes.............................................32

24. Applicable Law.....................................................34

25. Miscellaneous Provisions...........................................34

            Appendix I               Map of Cooperation Area

            Appendix II              Party A Exploration Licenses

            Appendix III             Description of Party A Exploration Licenses and Party A Mineral
                                     Data

            Appendix IV              Copies of Appraisal Documents




                                                                      ii
                              COOPERATIVE JOINT VENTURE CONTRACT

THIS CONTRACT is entered into between Geology Brigade 209 of the Nuclear Industry or Yunnan Province,
China (hereinafter referred to as "Party A") and Magnus International Resources Inc., registered in Nevada,
U.S.A. (hereinafter referred to as "Party B").

                                              Preliminary Statements

Taking into consideration that:

A. All mineral resources within the territory of the People's Republic of China (hereafter referred to as "China")
are owned by the State of the

                                           People's Republic of China.

B. (1) Party B is willing to provide funds in order to carry out Exploration for resources with Party A, and the
Parties are willing to jointly make investments, to jointly bear risks and to share the Exploration results of a certain
area;

(2) The Government of Yunnan Province of China (hereinafter referred to as "Yunnan") is encouraging the
establishment of cooperative enterprises

                                                     in Yunnan.

C. Party A and Party B signed a Preliminary Joint Venture Agreement on April 6, 2004 pursuant to which they
agreed to establish a cooperative joint venture company (the "Cooperative Company") to conduct copper, gold
and iron exploration and mining activities within an area of 44.02 square kilometer of Luquan County, Yunnan
Province(Exploration license No.5300000410155) and an area of 82.39 square kilometer of the Huidong
county, Sichuan Province (Exploration license No.5100000430204) (as shown on Appendix I) an Eighty-two
point three nine (82.39) square kilometer area (the "Cooperation Area") of Huidong County, Sichuan Province,
People's

                                  Republic of China (as shown on Appendix I).

D. In China Exploration Licenses and Mining Licenses are conferred through the issuance of permits, and the
holder of an Exploration License or Mining License shall carry on business and fulfill its obligations in accordance
with the Mineral Resources Law of the People's Republic of China and other applicable laws and regulations.

E. Party A owns; in addition, it has agreed to transfer to the Cooperative Company gold and copper Exploration
Licenses (the "Party A Exploration Licenses") for the Cooperation Area (a copy of which is attached hereto as
Appendix II) and related data and information (the "Party A Mineral Data").

                                                           1
Party A and B, after friendly consultation conducted in accordance with the principle of equality and mutual
benefit, have agreed, in accordance with China's laws, regulations and relevant rules, to enter into this Contract
which both Parties shall abide by.

Article 1: Parties to this Contract

1.1 The parties to this Contract are:

(1) Party A: Geology Brigade 209 of the Nuclear Industry or Yunnan Province, China, a registered institutional
legal person with its legal address at No. 182, West Dongfeng Road, Kunming City, Yunnan Province, People's
Republic of China.

                                      Legal Representative Person of Party A:

                                         Name:                  Cheng Huiming
                                         Position:              Brigade Leader
                                         Nationality:           Chinese
                                         Resident of:           China




(2) Party B: Magnus International Resources Inc., a company duly registered under the laws of the State of
Nevada, U.S.A. with its legal address at 101 Convention Center Drive, 7th Floor, Las Vegas, Nevada 89109,
U.S.A.

                                      Legal Representative Person of Party B:

                                        Name:                   Graham R. Taylor
                                        Position:               Chairman
                                        Nationality:            Canadian
                                        Resident of:            Canada




1.2 Change of Legal Representative Person

Each Party shall have the right to change its legal representative person and if a change occurs such Party is
obligated to notify the other Party by written notification of the name, position, nationality and limits of rights of its
new legal or authorized representative. One Party shall reimburse the other Party for direct losses the other Party
incurs as a result of one Party not notifying the other Party in a timely manner of a change of its legal
representative person.

Article 2: Definitions

                                                            2
Unless otherwise provided herein, the following words and terms used in this Contract shall have the meanings set
forth below:

2.1 "Affiliate" means, in relation to Party A, any superior enterprise or department of Party A and any enterprise
or other entity which is directly or indirectly subordinate to, or controlled by, Party A or the department-in-
charge of Party A; the term "control" meaning ownership of fifty percent or more of the registered capital or
voting stock, or the power to appoint the general manager, factory chief or other principal person in charge of an
enterprise or other entity.

2.2 "Affiliate" means, in relation to Party B, any company which, directly or indirectly, is controlled by, under
common control with, or in control of, Party B; the term "control" meaning ownership of fifty percent or more of
the voting stock or registered capital, or the power to appoint or elect a majority of the directors, or the power to
direct the management, of a company.

2.3 "Articles of Association" means the Articles of Association of the Cooperative Company approved by the
Examination and Approval Authority and signed by Party A and Party B simultaneously with this Contract.

2.4 "Board of Directors" means the board of directors of the Cooperative

                                                    Company.

2.5 "Budget" means a detailed estimate and schedule of all costs to be incurred pursuant to a Program to be
implemented by the Cooperative Company approved by the Board of Directors in accordance with Article 12.3.

2.6 "Budget Period" means one year unless otherwise determined by the Board of

                                                    Directors.

2.7 "Business Day" means a day other than Saturday, Sunday or statutory holiday

                                              in China or the U.S.A.

2.8 "Business License" means the business license of the Cooperative Company issued by the China State
Administration for Industry and Commerce or its authorized local administration for industry and commerce.

2.9 "Contract Term" means the term of this Contract as set forth in Article 18.

2.10 "Cooperation Area" means that distinct area of 44.02 square kilometers and 82.39 square kilometers which
is marked for ease of reference on the coordinate map included as Appendix I, or other area as the Parties
mutually agree upon.

2.11 "Cooperative Company" means the Sino-Foreign enterprise registered and formed by Party A and Party B
pursuant to this Contract and in accordance with the Law of the People's Republic of China on Sino-Foreign
Cooperative Enterprises and other relevant laws of China.

                                                         3
2.12 "Costs" means all costs, expenses, charges and outlays, direct and indirect, made or incurred by or on
behalf of the Cooperative Company or General Manager in respect of operations of the Cooperative Company
from the date of execution of this Contract including, but not limited to the generality of the foregoing, all field
office costs, costs of Exploration, licensing, Development and Mining, which costs shall include the salaries,
benefits and travel expenses of persons engaged in the operation of the Cooperative Company.

2.13 "Development" means all preparation for overburden stripping and recovery of Products, including the
preparation of feasibility studies, designing, licensing, construction, installation or purchase of heap leaching,
milling or processing plants and other plant and infrastructure to be used for the mining, transporting, handling,
milling, processing or production of other beneficiation products.

2.14 "Effective Date" means the effective date of this Contract, which shall be the date on which this Contract
and the Articles of Association have been approved by the Examination and Approval Authority.

2.15 "Examination and Approval Authority" means the government department or agency authorized under the
China State Council rules regarding the examination and approval of foreign investment projects to examine and
approve this Contract and the Articles of Association.

2.16 "Exploration" means all activities directed toward ascertaining the existence, location, quantity, quality or
commercial value of Minerals and Mineral deposits, including prospecting, reconnaissance, trenching, drilling,
sampling, surveying, metallurgical testing, economic pre-feasibility studies, environmental impact studies,
researching and perfecting titles to use land and Exploration Licenses.

2.17 "Exploration License" means all rights to conduct Mineral reconnaissance and related activities in the
Cooperation Area granted by the License Issuing Authority.

2.18 "Feasibility Study Report" means the feasibility study report compiled by Party A and Party B in accordance
with the relevant laws and regulations in China relating to the formation of a Cooperative Company, which report
must be approved by the appropriate department or authority in charge.

2.19 "Formal Approvals" means the fulfillment of the conditions listed in

                                               Article 5.6(1) to (4).

2.20 "License Issuing Authority" means the Ministry of Land and Resources of China or the Departments of Land
and Resources of the governments of various provinces, municipalities, autonomous regions, and municipalities
directly under the Central Government.

                                                          4
2.21 "Management Personnel" means the Cooperative Company's General Manager, Deputy General Manager
and other management personnel who report directly to the General Manager.

2.22 "Minerals" means all metallic minerals, including gold ore.

2.23 "Mineral Data" means all geological, geochemical and geophysical data and prospecting data, survey results,
drill logs, assays and other data, and includes drill core samples.

2.24 "Mining" means all activities to recover Products, including mining, extracting, producing, handling, treating,
heap leaching, milling, beneficiation or other Mineral product processing including the production of refinable
concentrates, regardless of the method, and all operating and reclamation activities.

2.25 "Mining License" means all rights to conduct Mining in the Cooperation Area granted by the License Issuing
Authority.

2.26 "Other Entity" means any natural person, legal person or other organization, enterprise or entity other than
Party A or Party B.

2.27 "Party A Mineral Data" means all data and information relating to the Party A Exploration Licenses owned
or controlled by Party A, as described in Appendix III.

2.28 "Party A Exploration Licenses" mean the Exploration Licenses held by Party A as of the date of execution
of this Contract, copies of which are set forth in Appendix II (1) and Appendix II (2) and every Exploration
License issued in substitution or replacement thereof, including the Exploration Licenses issued to the
Cooperative Company as a result of Party A transferring the above mentioned Exploration Licenses to the
Cooperative Company.

2.29 "Phase I" and "Phase II" mean the first and second phases, respectively, of the activities of the Cooperative
Company as more particularly described in Article 4.3.

2.30 "Products" means all Minerals produced from Mining Licenses or other rights owned by the Cooperative
Company, including all refined gold ingots, and other products produced therefrom.

2.31 "Program" means a reasonably detailed description of operating to be conducted and objectives to be
accomplished by the Cooperative Company for a Budget Period, approved by the Board of Directors in
accordance with Article 12.3.

2.32 "Three Funds" means the social insurance, medical insurance and housing fund of the Cooperative Company
as required to be established in accordance with relevant regulations in China.

2.33 "Cooperative Conditions" means the Party A Exploration Licenses and Party A Mineral Data obtained by
Party A and the registered capital of Three Million Ten Thousand United States Dollars (US$3,010,000) to be
injected into the Cooperative Company by Party B.

                                                          5
Article 3: Establishment and Legal Form of the Cooperative Company

3.1 The Parties hereby agree to establish the Cooperative Company in accordance with the relevant laws and
regulations of China and the provisions of this Contract. Promptly following the signature of this Contract, both
Parties shall sign the Cooperative Company's Articles of Association. Party A will handle application procedures
for the approval of this Contract and the Articles of Association. Party B will assist Party A in providing
documents and information required from Party B in carrying out the various procedures.

3.2 Party A shall provide to Party B photocopies of all application documents and materials submitted to
government departments in connection with the procedures described in Article 3.1, and promptly upon receipt
shall provide to Party B photocopies of all correspondence, official replies, approval certificates, the Business
License and any other documents received from government departments. In addition, Party A shall provide to
Party B, within sixty (60) days from issuance of the Business License, notarized copies of the Business License
and of the official replies and approval certificates for the Phase I Feasibility Study Report, this Contract and the
Articles of Association.

3.3 The Cooperative Company shall commence operations upon the issuance of its Business License.

3.4 The name of the Cooperative Company shall be (Chinese characters) in Chinese and Yunnan Long Teng
Mining Ltd. in English.

3.5 The legal address of the Cooperative Company shall be Dushimingyuan Bldg., No. A-2708, Central Renmin
Road, Kunming, Yunnan Province, People's Republic of China.

3.6 The Cooperative Company may establish branch offices with the consent of the Board of Directors and
approval from the relevant governmental authorities in China.

3.7 The Cooperative Company shall be an enterprise legal person registered and formed by Party A and Party B
pursuant to this Contract and in accordance with the laws of China. The activities of the Cooperative Company
shall comply with the provisions of the laws, decrees and regulations of China, and its lawful rights and interests
shall be protected by the laws of China.

3.8 The Cooperative Company shall be a limited liability company. The liability of each Party to the Cooperative
Company shall be limited to its contribution to the Cooperative company's registered capital in accordance with
Article 5. Party A shall, in accordance with the Cooperative Condition, transfer the Party A Exploration Licenses
and Party A Mineral Data to the Cooperative Company and Party B's contribution to the registered capital of the
Cooperative Company shall be Three Million and Ten Thousand US Dollars (US$3,010,000) during Phase I.
Creditors of the Cooperative Company shall have recourse only to the assets of the

                                                          6
Cooperative Company and shall not be entitled to compensation, damages or other remedies from any of the
Parties.

Article 4: Purpose, Scope of Business and Phases of Activity

4.1 The purpose of the Cooperative Company is to use advanced technology and scientific management
techniques to conduct Exploration activities in China, and to obtain satisfactory economic benefits for the Parties.

4.2 The Cooperative Company's scope of business shall be Exploration, Mining, dressing, Development,
processing and selling of copper, gold and other related polymetallic Minerals.

4.3 The Cooperative Company's activities will be divided into two phases. The first phase, of four (4) years, will
be the Exploration phase (Phase I). The second phase, of Twenty-six (26) years, will be the Development phase
(Phase II). However, Exploration, Development or Mining activities may be conducted in either Phase I or Phase
II, as determined by the Board of Directors.

4.4 The Parties confirm that their objective is the Cooperative Company's scope of business, including the
Exploration and Mining for deposits of precious metals and non-ferrous metals as contemplated in Article 4.2.
The Parties shall cooperate with one another and with the Cooperative Company to obtain any additional
Exploration Licenses, Mining Licenses, approvals and registrations in accordance with current relevant laws and
regulations of China.

Article 5: Total Amount of Investment and Registered Capital;

                               Assignment of Cooperative Company Interests

5.1 The Cooperative Company's total investment in Phase I shall be Five Million US Dollars (US$5,000,000)
and the Cooperative Company's registered capital shall be Three Million and Ten Thousand US Dollars
(US$3,010,000).

5.2

(1) As its Cooperative Conditions, Party A shall, in accordance with the relevant terms of this Contract, transfer
the "Party A Exploration Licenses" and the "Party A Mineral Data" to the Cooperative Company. The value of
the said "Party A Exploration Licenses" and "Party A Mineral Data" has been appraised by a mining right
appraisal institution qualified under Chinese law (Appendix IV). In accordance with Article 15.11, the
contribution of such Cooperative Conditions shall entitle Party A to a ten percent (10%) interest in the
Cooperative Company.

                                                         7
(2) The Parties hold that the "Party A Exploration Licenses" and the "Party A Mineral Data" shall have a total
appraised value and that:
(i) the total appraised value became valid following confirmation by the appraisal report issued on the 5th day of
July, 2004; (ii) the report shall be filed with the appropriate competent higher governmental authority; and (iii)
such report shall be attached hereto as an Appendix.

5.3 (1) Subject to Article 5.6, Party B shall contribute Three Million and Ten Thousand US Dollars
(US$3,010,000) as the Cooperative Company's registered capital. Party B shall contribute the registered capital
in United States Dollars cash. In accordance with Article 15.11, the contribution of such capital contributions
shall entitle Party B to a 90% interest in the Company.

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

(3) Within 30 days upon receipt of the business license of the Cooperative Company, Party B will give to Party
A Five Hundred Thousand United States Dollars (US$500,000) of equivalent shares of common stock of
Magnus International Resources, Inc. listed on the U.S.A.'s NASDAQ market (listed on United States NASD
OTC Bulletin Board), and shall take care of the documentation for such equity transfer as soon as possible.

                                                         8
5.4 (1) The Parties shall make their contributions of Cooperative Conditions or registered capital in accordance
with the timetable set forth in Article 5.4(2). If the overdue contribution has not been made within thirty (30) days
of "notification" of default, the other Party shall have the right to terminate this Contract and claim damages from
the breaching Party.

(2) The timetable for such contributions is as follows:

(i) Party A shall apply to the suitable competent governmental authority to transfer its "Party A Exploration
Licenses" and Party Mineral Data free and clear of mortgages (free and clear of property liens) to the
Cooperative Company immediately on the date of issuance of the Cooperative Company's Business License, and
cause the "Party A Exploration Licenses" to be registered in the name of the Cooperative Company within ninety
(90) days after the date of issuance of the Business License.

(ii) Following transfer of the "Party A Exploration Licenses" and the "Party A Mineral Data" to the Cooperative
Company:

(A) Party B shall contribute not less than Four Hundred Sixty Thousand United States Dollars (US$460,000) to
the Cooperative Company's registered capital, within three (3) months after the issuance of the Business License.

(B) Party B shall contribute an additional funds not less than One Million United States Dollars (US$1,000,000)
to the Cooperative Company's registered capital, within twenty-four
(24) months after the issuance of the Business License.

(C) Party B shall contribute an additional funds of not less than One Million Five Hundred Fifty Thousand United
States Dollars (US$1,550,000) to the Cooperative Company's registered capital within thirty-six (36) months
after the issuance of the Business License.

(iii) If Party B is satisfied with the results of the Cooperative Company's Exploration program and additional
funds are required, then, the Parties will jointly apply to the appropriate competent

                                                          9
governmental authority to increase the Cooperative Company's registered capital to US$5,000,000. Subject to
the approval of the application, Party B shall contribute an additional US$1,990,000 of registered capital within
forty-eight (48) months after the date of issuance of the Business License.

Notwithstanding Article 5.4(2)(ii), Party B may, at its sole discretion, elect to make contributions to the capital of
the Cooperative Company in advance of the dates specified in Article 5.4(2)(ii), provided that during Phase I
Party B shall contribute sufficient funds on an annual basis to the Cooperative Company's registered capital to
enable it to undertake the minimum Exploration expenditures in accordance with the Party A Licenses as required
by law.

5.5 Each time Party B makes a contribution to the Cooperative Company's registered capital, a Chinese
registered accountant engaged by the Board of Directors shall promptly verify the contribution and issue a capital
verification report to the Cooperative Company within sixty (60) days from the date of the contribution. Within
thirty (30) days from receipt of the capital verification report, the Cooperative Company shall issue an investment
certificate to such Party in the form prescribed by the applicable regulations in China, signed by the Chairman and
the Vice-Chairman of the Board and chopped with the Cooperative Company's chop, and a copy shall be
submitted to the Examination and Approval Authority for the record. The General Manager shall maintain a file of
all capital verification reports and copies of all investment certificates that have been issued to the Parties.

5.6 Party B shall not be obligated to make any contribution to the Cooperative Company's registered capital if
any of the following conditions has not been satisfied or waived in writing by Party B:

(1) following signature by both Parties, this Contract and the Articles of Association have been approved by the
Examination and Approval Authority without altering their terms and conditions and without imposing any
additional obligations on either Party or the Cooperative Company, unless Party B has been notified in advance
of and consented in writing to such alterations or additional obligations;

(2) the Business License has been issued without altering the Cooperative Company's business scope as set forth
in Article 4.2, unless Party B has been notified in advance of and consented in writing to such alteration;

(3) issuance and transfer to the Cooperative Company in its name of the "Party A Exploration Licenses", free and
clear of all liens and liabilities;

(4) issuance or transfer to the Cooperative Company of all other regulatory approvals, registrations, permits,
licenses, certificates

                                                         10
and rights that Party B reasonably considers to be necessary for the Cooperative Company to be able to conduct
the various activities within its scope of business; and

(5) receipt by Party B of a legal opinion from a lawyer of Party B's choice that confirms that the conditions listed
above in Article 5.6(1) to (4) have been satisfied and that this Contract is a valid and binding contract the terms
of which are fully binding on the Parties.

The Parties agree that if any of the conditions specified in Article 5.6(1) to (5) have not been satisfied or waived
by Party B within the first to occur of (A) three (3) months from issuance of the Business License or (B) five (5)
months from the date on which this Contract is signed by the Parties, or within any extended period of time as the
Parties may agree in writing, then Party B shall have the right to terminate this Contract by written notice to Party
A.

5.7 If Party B decides that there is no value conducting further Exploration activities after Party B has contributed
at least Four Hundred and Sixty Thousand United States Dollars (US$460,000) to the Cooperative Company,
then Party B may elect to: (i) transfer its interest in the Cooperative Company to Party A without consideration;
or (ii) dissolve the Cooperative Company.

5.8 Loans and Capital Increases

(1) The total amount of the Cooperative Company's investment and registered capital shall be gradually and
successively increased in accordance with the Cooperative Company's Exploration results. Exploration,
Development and Mining schemes, Programs and Budgets shall be determined by the Board of Directors.

(2) To the greatest extent permitted by applicable laws, the Cooperative Company may fund its operations with
loans borrowed from third parties and/or by shareholder loans pursuant to loan agreements approved by the
Board of Directors. If required by the lender, the Cooperative 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 Cooperative Company
may pay interest to the lending Party at the prevailing commercial rate of interest for similar loans.

(3) If the Board of Directors approves a scheme, Program or Budget that will require expenditures in excess of
the funds obtainable by the Company, the Company may resolve the situation by taking out loans, but the
registered capital of the Company shall be increased accordingly, and the Parties shall take necessary steps to
make best efforts to obtain governmental approvals required in connection with such capital increase.

                                                         11
(4) Party B shall contribute all the additional capital that may be required by the Cooperative Company
("Additional Capital").

(5) If an increase is required in accordance with the provisions of Article 5.8(3), no increase in registered capital
shall be effective until the requirements of the applicable laws of China have been complied with:

(i) each Party now agrees that it will promptly implement documents of that type, and take acts with reference to
the requirements of the laws of China so as to cause the increase to be effective; and

(ii) without limiting the generality of the foregoing, if the said resolution is required to be passed in accordance
with the applicable laws of China, each Party shall be responsible to cause the directors appointed by it to vote in
favor of a unanimous Board resolution approving such increase,.

5.9 The stipulations set forth in this Article 5.9 shall apply to transfers of the Parties' interests in the Cooperative
Company:

(1) Each Party shall have a pre-emptive right of purchase with respect to the transfer of all or any part of the
other Party's interest in the Cooperative Company. A Party (the "Transferor") that wishes to transfer its interest in
the Cooperative Company shall give the other Party written notice (the "Transfer Notice") setting forth the identity
of the intended transferee (the "Transferee") and the price and other terms and conditions of the transfer. The
Transfer Notice shall constitute an irrevocable offer to transfer the interest to the other Party or, in the case of
Party B, to Party B or such Other Entity as may be designated by Party B, at the price and upon the other terms
and conditions set forth therein. The other Party may accept the Transferor's offer to transfer the interest by
written notice (the "Acceptance Notice") to the Transferor sent no later than sixty (60) days after receipt of the
Transfer Notice. During that sixty-day period, the Transferor shall promptly provide to the other Party such
information concerning the intended Transferee's business and financial condition as the other Party may
reasonably request so as to enable the other Party to decide whether to exercise its preemptive right of purchase.
If the other Party does not send the Acceptance Notice within the sixty-day period, the Transferor may transfer
the interest to the intended Transferee for a price no less than the price set forth in the Transfer Notice and upon
other terms and conditions no more favorable than those set forth in the Transfer Notice. The Transferor shall
notify the other Party in writing of the final terms and conditions of the transfer within two (2) days of concluding a
transfer contract with the intended Transferee. If the transfer to the intended Transferee is not submitted to the
Examination and Approval Authority for approval within three (3)

                                                           12
months from the expiration of the foregoing sixty (60) day period, the Transferor must again comply with the
provisions of this Article 5.9(1) before transferring its interest in the Cooperative Company.

(2) Each Party may at any time during the Contract Term transfer its interest in the Cooperative Company to an
Affiliate of the Party, and at this time each Party waives its pre-emptive right of purchase with respect to transfers
by the other Party.

(3) A Party transferring its interest in the Cooperative Company will:

(i) ensure that its transferee signs a legally binding document making it a party to this Contract and bound by the
terms and conditions of this Contract to the same extent as was the transferring Party; and

(ii) until the date of transfer of its interest, remain liable for liabilities or obligations existing or incurred.

(4) Each Party hereby consents to any transfer that meets the requirements of this Article 5.9 and further agrees
that the Board of Directors shall be deemed to have consented unanimously to such a transfer. Each Party agrees
promptly to take all actions and to sign all documents, and to cause its appointees on the Board of Directors
promptly to take all legally required actions and sign all legally required documents, in order to effect the transfer.
The transfer shall be submitted to the Examination and Approval Authority for approval and, following receipt of
such approval, the Cooperative Company shall carry out procedures for the amendment of registration with the
competent administration for industry and commerce.

5.10 Transfer of any change in the "Party A Exploration Licenses" to an Other Entity requires approval by Party
A and Party B.

5.11 The Cooperative Company may obtain loans in China or abroad to fund the difference between the total
amount of investment and the registered capital. Party A will assist the Cooperative Company in applying for
loans from lenders in China on competitive terms and conditions, and Party B will assist the Cooperative
Company in applying for loans from lenders outside China on competitive terms and conditions. If any lender
requires a loan guarantee, the Parties shall consult to determine whether and on what terms they are willing to
provide such guarantees.

5.12 No Party shall mortgage, pledge or otherwise encumber its interest in the Cooperative Company without the
prior written consent of the other Party.

5.13 Except as otherwise expressly provided in this Contract, the Cooperative Company shall not assume any
liabilities or other obligations of Party A or Party B.

                                                              13
Article 6: Responsibilities of the Parties

6.1 In addition to its other obligations under this Contract, Party A shall have the following responsibilities:

(I) procure on the Cooperative Company's behalf and at the expense of the Cooperative Company all approvals,
permits, licenses, certificates and rights needed for the lawful establishment of the Cooperative Company and for
undertaking activities within the scope of business set out in Article 4.2 during the term of the Cooperative
Company;1

(2) assist the Cooperative Company in negotiations with county, municipal, provincial and central government
departments and other relevant authorities to ensure that the Cooperative Company can commence activities
within the scope of business set out in Article 4.2 in accordance with applicable laws, and to maintain all the legal
rights and interests of Party B under this Contract;

(3) at the request of the Cooperative Company, provide at rates competitive in the vicinity, all office space
required for the operations of the Cooperative Company and any labor and staff requested by the Cooperative
Company;

(4) assist the Cooperative Company in applying for all licenses and permits required for the operation of the
Cooperative Company's business, including renewals of or replacements for the "Party A Exploration Licenses".

(5) assist the Cooperative Company in purchasing, leasing or otherwise procuring equipment and machinery,
tools, raw materials, office furniture and equipment, vehicles and other materials required for the Cooperative
Company's production and operations from sources in China;

(6) assist the Cooperative Company in applying for licenses for the import of equipment and machinery, tools,
raw materials, office furniture and equipment, vehicles and other materials required for the Cooperative
Company's production and operations, and in carrying out all import and customs declaration formalities in
respect thereto;

(7) assist the Cooperative Company in obtaining all necessary entry visas, work permits, residence permits and
other necessary documents for its expatriate personnel;

(8) assist the Cooperative Company in recruiting skilled managers and technical personnel;

                                                          14
(9) assist the Cooperative Company in obtaining or providing housing for its expatriate personnel, with the cost of
such housing to be borne by the Cooperative Company;

(10) assist the Cooperative Company to obtain government approvals and registrations necessary to effect any
increase in registered capital that, as contemplated in accordance with the provisions of Article 5.8, are required
under a Budget approved by the Board of Directors;

(11) assist the Cooperative Company in applying for and obtaining the most preferential tax treatment and other
investment incentives available under the laws and regulations of China and of Yunnan;

(12) assist the Cooperative Company in obtaining and keeping a Foreign Exchange Registration Certificate and
other necessary approvals to utilize the various foreign exchange balancing methods permitted under the
applicable laws and regulations of China;

(13) assist the Cooperative Company in opening Renminbi and foreign currency bank accounts and in obtaining
from local banks all necessary working capital Renminbi loans; and

(14) handle other matters entrusted to it by the Board of Directors.

6.2 In addition to its other obligations under this Contract, Party B shall have the following responsibilities:

(1) assist the Cooperative Company in purchasing, leasing or otherwise procuring equipment and machinery,
tools, raw materials, office furniture and equipment, vehicles and other materials required for the Cooperative
Company's production and operation from sources outside of China;

(2) assist the Cooperative Company in recruiting skilled managers and technical personnel; and

(3) handle other matters entrusted to it by the Board of Directors.

Article 7: Mutual Representations

7.1 Each Party hereby represents and warrants to the other Party that, as of the date hereof and as of the
Effective Date:

(1) such Party is duly organized, validly existing and in good standing under the laws of the place of its
establishment or incorporation;

                                                          15
(2) such Party has carried out all procedures and obtained all approvals required under the laws and regulations
to which it is subject, and has the requisite power under such laws and regulations, to enter into this Contract and
to perform all of its obligations hereunder;

(3) such Party has taken all internal actions necessary to authorize it to enter into and perform this Contract and
its representative whose signature is affixed hereto is fully authorized to sign this Contract and to bind such Party
thereby;

(4) upon the effective date, this Contract shall be legally binding on such Party;

(5) neither the signature of this Contract nor the performance of its obligations hereunder will conflict with, or
result in a breach of, or constitute a default under, any provision of the articles of association or by-laws of such
Party, or any law, regulation, rule, authorization or approval of any government agency or body, or of any
contract or agreement to which such Party is a party and subject;

(6) no lawsuit, arbitration, other legal or administrative proceeding, or governmental investigation is pending
against such Party that would affect in any way its ability to enter into or perform this Contract; and

(7) such Party has disclosed to the other Party all information in its possession relating to the Cooperative
Company's establishment or future operations, including that which may have a material adverse effect on such
Party's ability to fully perform its obligations hereunder, or which has a material effect on the other Party's
willingness to enter into this Contract, and none of the information provided by such Party to the other Party
contains any material statements which are false or misleading.

Article 8: Warranties and Undertakings

8.1 Party A represents, warrants and undertakes to Party B that:

(1) it has lawfully acquired the "Party A Exploration Licenses" and "Party A Mineral Data", and complete and
correct descriptions of the "Party A Exploration Licenses" and the "Party A Mineral Data", respectively,
contained in Appendix III as of the effective date;

(2) it has not committed, and will not commit, any breach under the "Party A Exploration Licenses" and enjoys
valid and subsisting reconnaissance rights within the scope described in the "Party A Exploration Licenses";

                                                          16
(3) it may lawfully transfer to the Cooperative Company the "Party A Exploration Licenses" and "Party A Mineral
Data";

(4) the "Party A Exploration Licenses" and "Party A Mineral Data" are not subject to any mortgage,
encumbrances, liens or other fees and Party A has good saleable contractual rights to the "Party A Exploration
Licenses" and "Party A Mineral Data";

(5) it knows of no actual legal claim by any government department, military unit, organization, company,
collective or any other entity or individual, that will directly or indirectly subjects the Cooperative Company's use
rights to any conditions except those specified in the "Party A Exploration Licenses"; and

(6) all necessary filings have been made and the requirements to protect the "Party A Exploration Licenses" have
been fulfilled.

8.2 Each Party shall indemnify the other Party against all losses, expenses and liabilities arising from a breach of
any of the foregoing representations, warranties and undertakings.

(1) Party B is duly organized, validly existing and has a good reputation under the laws of the place of its
establishment or incorporation;

(2) Party B has taken all actions necessary to authorize it to enter into this Contract and the representative whose
signature is affixed hereto is fully authorized to sign this Contract and to bind such Party thereby;

(3) Party B has disclosed to Party A all documents, representations and information in its possession which may
have an adverse effect on the ability of the matters of this Contract to perform this Contract, or information which
if disclosed may cause the other Party to have a material effect on the willingness to enter into this Contract, and
none of the documents provided by Party B contains any false statements in respect of material facts or does not
omit any necessary material facts so as to become misleading;

(4) subject to the relevant terms of this Contract and the practical laws and statutes of China, Party B will steadily
inject funds in the Cooperative Company to ensure the normal operation of the Cooperative Company;

(5) all mineral data of the Cooperative Company shall be shared by the Parties and no such data may be
concealed from Party A; and

                                                         17
(6) the personnel to be recruited and engineering works to be carried out by the Cooperative Company shall be
recommended by Party A and be subject to the consent of the Board of Directors.

8.3 Each Party shall indemnify the other Party against all losses, expenses and liabilities arising from a breach of
any of the foregoing representations, warranties and undertakings.

Article 9: Sale of Cooperative Company Products

9.1 The Cooperative Company may sell Minerals and related Products extracted from the Cooperation Area in
accordance with the relevant laws and regulations of China.

9.2 The pricing of Minerals and related Products sold by the Cooperative Company shall be determined by the
General Manager in accordance with the relevant laws and regulations of China and pricing policies set by the
Board of Directors.

Article 10: Board of Directors

10.1 The Board of Directors shall be the highest authority of the Cooperative Company and shall decide all
matters of major importance to the Cooperative Company. The date of issuance of the Business License shall be
the date of establishment of the Board of Directors.

10.2 The Board of Directors shall comprise five (5) directors, two (2) of whom shall be appointed by Party A
and three (3) of whom shall be appointed by Party B.

10.3 Each director shall be appointed for a term of three (3) years. If the Party which has appointed a director at
any time removes a director, it shall appoint a replacement in the same manner as the original appointee. A
director may serve consecutive terms if reappointed by the Party that originally appointed him. If a seat on the
Board of Directors is vacated by the retirement, resignation, removal, disability or death of a director, the Party
that originally appointed such director shall appoint a successor to serve out such director's term.

10.4 Party B shall designate a director to serve as the Chairman of the Board and Party A shall designate another
director to serve as the Vice-Chairman of the Board. The Chairman of the Board is the legal representative
person of the Cooperative Company, but shall not contractually or otherwise bind the Cooperative Company
without the prior written authorization of the Board of Directors. Whenever the Chairman of the Board is unable
to perform his responsibilities for any reason, the Chairman shall appoint the Vice Chairman of the Board to
perform such responsibilities or if the Vice-Chairman is unable to perform such responsibilities for any reason, the
Chairman shall appoint another director to perform such responsibilities.

                                                         18
10.5 To appoint or remove a director, or to designate or change the Chairman or Vice-Chairman, a Party shall
notify the other Party in writing. Appointments and removals of directors, and designations and changes of the
Chairman or Vice-Chairman, shall become effective upon receipt of such notice by the other Party. As required
by law, appointments, removals, designations and changes in designation shall be filed with the Examination and
Approval Authority and registered with the competent administration for industry and commerce.

10.6 The Cooperative Company shall indemnify each director against all claims and liabilities incurred by reason
of his being a director of the Cooperative Company, provided that the claim or liability does not result from
intentional misconduct or gross negligence or a violation of criminal laws by the director.

10.7 The first meeting of the Board of Directors shall be held within one (1) month from the date of issuance of
the Business License, unless the Parties agree otherwise. Thereafter, the Board of Directors shall hold at least one

(1) regular meeting in each calendar year. Upon the written request of two
(2) or more of the directors of the Cooperative Company specifying the matters to be discussed, the Chairman of
the Board shall within thirty (30) days of receipt thereof convene an interim meeting of the Board of Directors.

10.8 The Chairman of the Board shall give written notice, including the time and place of the meeting and the
agenda, to each of the directors at least fifteen (15) days prior to any meeting of the Board. A Board meeting
held without proper notice having been given to any director shall be invalid unless such director, either before or
after the meeting, delivers a written notice of waiver to the Chairman and Vice-Chairman. Meetings shall be held
at the registered address of the Cooperative Company or such other address in China or abroad as may be
agreed by the Chairman of the Board and Vice-Chairman of the Board. The Chairman of the Board shall set the
agenda for Board meetings after consultation with the Vice-Chairman of the Board and shall be responsible for
convening and presiding over such meetings.

10.9 Five (5) directors, present in person or by proxy, two (2) of whom must be the Chairman of the Board and
Vice-Chairman of the Board, shall constitute a quorum for all meetings of the Board of Directors. If at any
properly convened meeting, no quorum is constituted because less than four (4) directors are present in person or
by proxy, then the Chairman of the Board may call another meeting with five (5) days notice to each director. If a
director or his proxy fails to attend that other meeting, that director shall be deemed to have attended such
meeting for the purposes of quorum.

10.10If a director is unable to attend Board of Directors meetings or to carry out his other functions as director,
he may issue a proxy and entrust a representative to attend meetings or carry out his other functions on his

                                                         19
behalf. The representative so entrusted shall have the same rights and powers as the director who entrusted him.
One person may represent more than one director by proxy.

10.11The Board of Directors will cause complete and accurate minutes in both Chinese and English to be
preserved of all Board meetings. Whenever possible, the text of Board resolutions shall be prepared in Chinese
and English for signature at the meeting by those directors voting in favor of the resolution. Draft minutes of Board
meetings shall be distributed to all the directors within thirty (30) days from the date of the meeting. Any director
who wishes to propose an amendment or addition shall submit the same in writing to the Chairman and the Vice-
Chairman within thirty (30) days after receipt of the draft minutes. No amendments or additions shall be
proposed to written resolutions signed at a meeting. The Chairman and Vice-Chairman shall complete the final
minutes and distribute them to each director and each Party not later than ninety (90) days after the meeting. If
the Chairman and Vice-Chairman cannot agree on any part of the text of the minutes, the text at issue shall be
placed on the agenda of the next Board meeting and they shall complete, sign and distribute the rest of the final
minutes as stipulated above. The Cooperative Company shall maintain a file of all Board meeting minutes and
make the same freely available to the Parties and their authorized representatives.

10.12Resolutions concerning adoption of the following matters shall require the unanimous assent of all the
directors who are present in person or by proxy at a duly convened meeting of the Board of Directors:

(1) amendments to the Articles of Association;

(2) increase or reduction in the registered capital of the Cooperative Company;

(3) dissolution of the Cooperative Company;

(4) mortgage or pledge of assets of the Cooperative Company; and

(5) merger, spin-off or change in the form of organization of the Cooperative Company.

10.13Resolutions on the adoption of all other matters shall require the assent of a majority of the directors who
are present in person or by proxy at a duly convened meeting of the Board of Directors.

10.14The Board of Directors may adopt any resolution without a meeting if all of the directors then holding office
sign the resolution in written form. Such written resolutions shall be filed with the minutes of Board meetings and
shall have the same force and effect as a unanimous resolution adopted at a meeting of the Board.

                                                         20
10.15Directors shall serve without any remuneration. Costs and expenses incurred by a director in the
performance of his duties as director shall be paid for by the Party appointing such director, but the costs of
directors attending regular meetings of the Board of Directors (including but not limited to travel expenses) shall
be reimbursed by the Cooperative Company.

Article 11: Management Organization

11.1 The Cooperative Company's management organization shall be under the leadership of a General Manager,
who shall report directly to the Board of Directors. In addition to the General Manager, the Cooperative
Company shall have a Deputy General Manager, and other department managers, each of whom shall report
directly to the General Manager.

11.2 The General Manager shall be nominated by Party B, the Deputy General Manager shall be nominated by
Party A, and each of them shall be subject to appointment by the Board of Directors. The other Management
Personnel, if any, shall also be appointed by the Board of Directors. All replacements for any of the Management
Personnel, whether by reason of the retirement, resignation, disability or death of a manager or of the removal of
a manager by the Board of Directors or by the Party which nominated him, shall be nominated and subject to
appointment in the same manner as the original appointee, unless otherwise specified in this Contract.

11.3 The General Manager shall be in charge of the day-to-day operation and management of the Cooperative
Company and shall carry out all matters entrusted by the Board of Directors. The Deputy General Manager shall
assist the General Manager in his work and shall report to the General Manager.

11.4 It is not necessary that the General Manager, Deputy General Manager and all other Management
Personnel shall perform their duties on a full-time basis, unless the Board of Directors requires otherwise.

11.5 The Cooperative Company's basic departmental structure, including the creation of Management Personnel
positions other than those specified in this Contract, shall be approved by the Board of Directors based on
proposals formulated by the General Manager. The details of the Cooperative Company's organizational
structure and the creation of employment positions other than Management Personnel positions shall be
determined by the General Manager.

Article 12: Conduct of Operations

12.1 Except as provided in Article 12.7 and 12.8, all operations of the Cooperative Company, including all
services provided by the General Manager and Deputy General Manager shall be conducted and expenses shall
be incurred only in accordance with Programs and Budgets approved by the Board of Directors in accordance
with the provisions of Article 10.13 and this Article 12.

                                                         21
12.2 Within twenty (20) days of the Effective Date and thereafter on or before December 1 each year thereafter,
the General Manager shall prepare and submit to the Board of Directors a proposed Program and Budget for
operations for the ensuing Budget Period.

12.3 Within twenty (20) days after submission to the Board of Directors of a proposed Program and Budget, the
Board of Directors shall hold a meeting at which the directors shall, by resolution passed in accordance with
Article 10.13:

(1) approve the proposed Program and Budget, or a modified form of the proposed Program and Budget; or

(2) reject the proposed Program and Budget.

12.4 If the Board of Directors fails, for any reason, to approve a Program and Budget by March 1 of a year, the
General Manager shall be deemed to be authorized to continue operations at levels of expenditure comparable
with the preceding year's approved Program and Budget unless the Board of Directors otherwise directs, and the
preceding year's approved Program and Budget shall be deemed extended at the same expenditure levels.

12.5 The General Manager shall by the twentieth (20th) day of each calendar quarter (or such shorter period of
time as may be designated by the Board of Directors) submit to each Party a funding notice setting out the
contributions of registered capital required to be paid into the Cooperative Company by the Parties during the
calendar quarter in order to fund the approved Programs and Budgets then in effect.

12.6 The General Manager shall promptly notify the Board of Directors of any actual or anticipated material
departure from an approved Program and Budget. The General Manager shall not exceed an approved Budget
by more than 10% unless expressly authorized by the Board of Directors.

12.7 Notwithstanding any other provision of this Contract or of the Articles of Association, in case of emergency,
the General Manager may take reasonable action he deems necessary to protect life or property, to protect the
assets of the Cooperative Company or to comply with law or government regulation. The General Manager shall
promptly notify the Board of Directors of any emergency expenditure.

12.8 At any time the General Manager may propose the amendment of an approved Program and Budget, in
which event the procedure specified in Article 12.3 shall apply.

                                                       22
Article 13: Purchase and Supply of Materials and Equipment

                                           and Provision of Services

13.1 The Cooperative Company may purchase equipment and machinery, tools, raw materials, vehicles, spare
parts and supplies, and may obtain technology and services, required for the Cooperative Company's operations
from sources within and outside China.

13.2 Any party that performs services shall be compensated for its services and reimbursed for its costs incurred
in connection therewith. Compensation for services provided by contractors shall be approved by the Board of
Directors of the Cooperative Company.

Article 14: Labour Management

14.1 Matters relating to the recruitment, employment, dismissal, resignation, wages and welfare, etc. of the staff
and workers of the Cooperative Company shall be handled in accordance with the Labour Law of the People's
Republic

                of China and the Regulations of the People's Republic of China on Labour

Management in Foreign Invested Enterprises and related or relevant laws and regulations in China (hereinafter
collectively referred to as the "Labour Laws"). The Cooperative Company's labour rules and policies shall be

approved by the Board of Directors, and the implementation thereof shall be handled by the General Manager or
under the General Manager's supervision.

14.2 The Cooperative Company's employees, other than the Management Personnel, shall be employed by the
Cooperative Company in accordance with the terms of an individual labour contract. Management Personnel
shall be employed by the Cooperative Company in accordance with the terms of individual employment contracts
approved by the Board of Directors.

14.3 The general level of salary and benefits paid by the Cooperative Company to expatriate personnel shall be
commensurate with that of expatriate personnel in comparable positions in foreign invested enterprises in
equivalent parts of China. Subject to applicable provisions of the Labour Laws, the general level of salary and
benefits of Chinese personnel shall be commensurate with that of Chinese personnel in comparable positions in
foreign invested enterprises in equivalent parts of China.

14.4 Employees will be selected according to their professional qualifications, individual characteristics and
working experience. The specific number and qualifications of the employees shall be recommended by the
General Manager in accordance with the operating needs of the Cooperative Company for determination by the
Board of Directors. All employees must complete satisfactorily a six-month probationary period of employment
before becoming regular employees of the Cooperative Company.

                                                        23
14.5 The Cooperative Company shall conform to rules and regulations of the government of China concerning
labour protection and ensure safe and civilized production. Labour insurance for employees of the Cooperative
Company shall be handled in accordance with the Labour Laws.

Article 15: Financial Affairs and Accounting; Distribution of Profits

15.1 The General Manager of the Cooperative Company shall be responsible for the financial management of the
Cooperative Company.

15.2 The General Manager shall prepare the Cooperative Company's accounting system and procedures in
accordance with the Enterprise Accounting System

                  of the People's Republic of China for Foreign Invested Enterprises and

other relevant laws and regulations in China, and submit the same to the Board of Directors for adoption. The
accounting system and procedures shall be filed with the department in charge of the Cooperative Company and
with the relevant local department of finance and the tax authorities for the record.

15.3 The Cooperative Company shall adopt Renminbi as its bookkeeping base currency, but shall also adopt
United States Dollars, or with the consent of Party A and Party B other foreign currencies, as a supplementary
bookkeeping currency.

15.4 All accounting records, vouchers, books and statements of the Cooperative Company must be made and
preserved in Chinese. All financial statements and reports of the Cooperative Company shall be made and
preserved in Chinese and English.

15.5 Translations between foreign currency and Renminbi shall be made using the median rate for buying and
selling for such currency announced by the People's Bank of China on the date of actual receipt or payment by
the Cooperative Company.

15.6 The Cooperative Company shall adopt the calendar year as its fiscal year. The Cooperative Company's first
fiscal year shall commence on the date that the Cooperative Company receives a business license and shall end
on the immediately succeeding December 31.

15.7 The Parties shall have full and equal access to the Cooperative Company's accounts, which shall be kept at
the legal address of the Cooperative Company. The Cooperative Company shall furnish to the Parties unaudited
financial reports on a monthly and quarterly basis so that they may continuously be informed about the
Cooperative Company's financial performance. In addition, each Party, at its own expense and upon advance
notice to the Cooperative Company, may appoint an accountant registered in China or abroad to audit the
accounts of the Cooperative Company on behalf of such Party. The Cooperative Company shall permit such
accountant to

                                                         24
examine all of its accounting and financial records and other such documents, provided that the auditor agrees to
maintain the confidentiality of such documents.

15.8 The Cooperative Company shall engage an accountant independent of any Party and registered in China to
audit its accounts and its financial statements and report. Drafts of the audited financial statements and report shall
be provided to each Party and to the Board of Directors for review within two
(2) months after the end of each fiscal year, and the final audited financial statements and report shall be
completed not later than four (4) months after the end of each fiscal year or at such other time periods as
declared by the Board of Directors.

15.9 The Cooperative Company shall separately open United States Dollars foreign exchange accounts and
Renminbi accounts at banks within China authorized to conduct foreign exchange operations. The Cooperative
Company, in accordance with the applicable laws of China, may also open foreign exchange bank accounts
outside China.

15.10The Cooperative Company shall be responsible for maintaining a balance in its foreign exchange receipts
and expenditures on its own through the sale of its products and through other methods permitted under the laws
and regulations of China (including the conversion of currency at banks and foreign exchange adjustment centers
in accordance with exchange control regulations).

15.11After the Cooperative Company has paid income taxes and made up any losses incurred in previous years,
the Board of Directors shall determine the annual allocations to the Three Funds from the after-tax net profits and
the Cooperative Company shall distribute profits to the Parties as follows:

(1) Within four (4) months from the end of each fiscal year, the Board of Directors shall decide the amount of
after-tax profit of the Cooperative Company, after allocation to the Three Funds, to be retained for production
and operations and the amount to be distributed to the Parties ("Distributable Profits"). Unless otherwise decided
by the Board of Directors, the Cooperative Company shall distribute to the Parties no less than seventy-five
percent (75%) of its Distributable Profits.

(2) In accordance with Article 5.2(2), Party A shall contribute the appraised value of its Cooperative Conditions,
being the "Party A Exploration Licenses" and "Party A Mineral Data", as capital to the Cooperative Company,
and Party B's capital contribution shall be the total amount of its actual contribution to the registered capital of the
Cooperative Company. If Party B has contributed less than US$3,010,000 as capital to the Cooperative
Company, the Cooperative Company shall distribute the Distributable Profits to the Parties in proportion to the
actual capital contributions made by the Parties in

                                                          25
accordance with Articles 5.2 and 5.3, all as of the date of the Board of Directors resolution approving the
distribution.

(3) If Party B has contributed US$3,010,000 or more as capital to the Cooperative Company, then the
Cooperative Company shall distribute the Cooperative Company's Distributable Profits to the Parties in
proportion to the Parties' interests as stipulated in Articles 5.1(1) and 5.3 (i.e. a 10% interest held by Party A and
a 90% interest held by Party B).

(4) Losses from previous years must be made up before any profits from the current year are distributed to the
Parties. Profits retained by the Cooperative Company in previous years may be distributed together with the
profits of the current year.

(5) In accordance with the foreign exchange laws of China, Party B shall have a priority right to receive its share
of profits from the Cooperative Company's foreign exchange, with conversion from Renminbi to United States
Dollars made at the median rate for buying and selling announced by the People's Bank of China on the date on
which the Board of Directors makes to distribute profits. If the Cooperative Company does not have sufficient
foreign exchange available to pay all of Party B's share of profits, the Cooperative Company upon Party B's
instructions shall promptly convert the remaining amount of Renminbi profits into foreign currency at a bank or
foreign exchange adjustment centre and pay such foreign currency to Party B. If the Cooperative Company is
unable to effect conversion, then upon instructions from Party B, it must deposit the remaining Renminbi profits
into a separate interest-bearing bank account opened in the name of the Cooperative Company, and must hold
this Renminbi and the interest earned thereon in such account pending further instructions from Party B. The
Cooperative Company shall promptly comply with Party B's instructions concerning the disposition of the funds in
this bank account, provided that such instructions are not inconsistent with the laws and regulations of China.

15.12All remittances of profits and other payments out of China to Party B shall be made in United States
Dollars to a foreign bank account designated by Party B, subject to compliance with the foreign exchange control
regulations of China.

                                                         26
Article 16: Taxation and Insurance

16.1 The Cooperative Company shall pay all taxes and duties required under the national and local laws and
regulations of China. The Cooperative Company's Chinese and expatriate personnel shall pay individual income
tax in accordance with the Individual Income Tax Law of the Peoples Republic of China or other relevant laws
and regulations.

16.2 The Cooperative Company will submit an application for confirmation of the Cooperative Company as a
Technologically Advanced Enterprise pursuant to relevant regulations and, upon receipt of such confirmation,
shall register with the local tax authorities for the preferential tax treatment granted to Technologically Advanced
Enterprises.

16.3 Throughout the Contract Term, the Cooperative Company shall maintain insurance coverage of the types
and in the amounts determined by the General Manager and approved by the Board of Directors. The
Cooperative Company may obtain insurance from insurance companies or organizations inside and outside
China, subject to compliance with the laws and regulations of China.

Article 17: Confidentiality

17.1 Prior to and during the Contract Term, each Party has disclosed or may disclose to the other Party
confidential and proprietary information concerning their respective businesses, financial condition, proprietary
technology, research and development and other confidential matters. Furthermore, during the Contract Term,
the Parties may obtain confidential and proprietary information concerning the Cooperative Company and the
Cooperative Company may obtain confidential and proprietary information concerning the Parties. Except as may
be provided in other relevant confidentiality agreements, each of the Parties and the Cooperative Company
receiving all such information as aforesaid, including written and unwritten information, (hereinafter referred to as
"Confidential Information") shall, during the Contract Term and for one (1) year thereafter:

(1) maintain the confidentiality of such Confidential Information; and

(2) not disclose it to any person or entity, except to their respective other employees who need to know such
Confidential Information to perform their work responsibilities;

provided that Party A shall not be bound by the one (1) year confidentiality term if this Contract is terminated
prior to Party B contributing Four Hundred and Sixty Thousand US Dollars (US$460,000) to the registered
capital of the Cooperative Company.

                                                         27
17.2 The provisions of Article 17.1 above shall not apply to Confidential Information that:

(1) can be proved to have been known by the receiving party by written records made prior to disclosure by the
disclosing party;

(2) is or becomes public knowledge otherwise than through the receiving party's breach of this Contract; or

(3) was obtained by the receiving party from an Other Entity having no obligation of confidentiality with respect to
such Confidential Information.

17.3 If required by either Party, the Cooperative Company shall execute a separate secrecy agreement in respect
of Confidential Information obtained by the Cooperative Company from such Party or its Affiliates with
provisions similar to those set out in this Article 17.

17.4 Each Party and the Cooperative Company shall formulate rules and regulations to cause its directors, senior
management personnel, and other employees, and those of their Affiliates, also to comply with the confidentiality
obligations set forth in this Article 17. All directors, managers and other employees of the Cooperative Company
shall be required to sign a confidentiality undertaking in a form acceptable to both Parties.

17.5 The provisions of this Article 17 shall not apply to the disclosure of information to any Affiliate, to any public
or private lender or financing agency or institution, to any contractors or subcontractors that the Parties may
engage, to employees and consultants of the Parties or to any Other Entity to which a Party contemplates the
Transfer of all or part of its share of the registered capital of the Cooperative Company; provided that in any such
case only such information as such person or entity to whom disclosure is made shall have a legitimate business
need to know shall be disclosed and such person or entity shall first undertake in writing the confidential nature of
such information at least to the same extent as the Parties are obligated to do under this Article 17.

The provisions of this Article 17 shall also not apply to the disclosure of information to any government or any
agency or department thereof, to the extent required by law or in response to a legitimate request for such
information, provided that the Party being required or requested to make such disclosure shall immediately notify
the other Party of such requirement and the terms thereof prior to such disclosure. The other Party shall have the
right to object to the government agency or department concerned to such disclosure and to seek confidential
treatment of any Confidential information to be disclosed on such terms as such Party shall, in its sole discretion,
determine, so as to cause the same not to be disclosed.

                                                          28
17.6 Without being limited to the foregoing provisions of this Article 17, the other Parties may not unreasonably
refuse and no Party shall make any public announcement or public disclosure of information regarding the
Cooperative Company, including Confidential Information, without the prior written consent of the other Party as
to the content and timing of such announcement or disclosure, which consent shall not be unreasonably withheld;
provided that nothing in this Article 17.6 shall prevent a Party from making, according to its good faith judgment,
an announcement or disclosure which is required by applicable law, regulation or stock exchange rule.2

17.7 The provisions of this Article 17 shall remain binding upon any natural or legal person who has been a party
to this Contract after such person, through an assignment of registered capital participation ratio and
corresponding rights and obligations, ceases to be a party to this Contract. In addition, the rights and obligations
under this Article 17 shall survive the expiration or earlier termination of this Contract, and shall remain in effect
for the periods stated herein, notwithstanding the dissolution of the Cooperative Company.

Article 18: Contract Term

18.1 The Contract Term shall commence upon the Effective Date and shall extend

for a term of thirty (30) years from the date of issuance of the Business License.

18.2 If the Cooperative Company finds a commercial mine through its Exploration activities and Develops such
mine, the Contract Term specified in Article 18.1 shall be extended, based on actual remaining service life of the
mine. Accordingly, the cooperation between the Parties will continue through the end of the actual service life of
the mine.

18.3 If the cooperation is terminated because the Cooperative Company's cooperation term has expired and
does not need to be extended, the mining industry rights (exploration rights, Mining rights) shall be recovered by
Party A.

18.4 If the Board of Directors of the Cooperative Company decides to extend the term of this Contract then an
application to extend the Contract Term for the additional period of time recommended by the Board shall be
made to the Examination and Approval Authority. The Contract Term may be extended only upon approval of
the Examination and Approval Authority.

Article 19: Termination and Liquidation

19.1 In any of the following circumstances, a Party shall have the right to terminate this Contract by giving thirty
(30) days prior written notice to the other Party:

(1) the terminating Party has the right pursuant to the provisions of either Article 22.4 or 24.2 to terminate this
Contract; or

                                                          29
(2) the Board of Directors determines that the activities of the Cooperative Company are for any reason no
longer commercially viable or determines that the Cooperative Company be dissolved.

19.2 Under any of the following circumstances, a Party shall have the right to terminate this Contract with
immediate effect by written notice to the other Party:

(1) the terminating Party has the right pursuant to the provisions of Article 5.4(1) to terminate this Contract;

(2) the other Party changes all or any part of its share of the Cooperative Company's registered capital in
violation of the provisions of this Contract;

(3) the other Party otherwise materially breaches, this Contract or materially violates the Articles of Association,
and such breach or violation is not cured within sixty (60) days of written notice to the breaching/violating Party;

(4) the terminating Party has the right pursuant to the provisions of Article 5.6 to terminate this Contract; or

(5) the other Party is declared bankrupt, or is the subject of proceedings for bankruptcy, dissolution or
liquidation, or becomes unable to pay its debts as they become due.

19.3 Without being limited to the generality of the provisions of Articles 19.1 and 19.2:

(1) Party A shall have the right to terminate this Contract in accordance with the provisions of Article 5.4(1).

(2) Party B shall have the right to terminate this Contract by giving written notice to Party A provided that Party
B or the Cooperative Company through the Cooperative Company has paid all direct and indirect fees or
liabilities incurred by the Board of Directors and General Manager of the Cooperative Company.

(3) when terminating this Contract in accordance with Article 19.3 hereof, Party B shall transfer all of its interest
in the Cooperative Company to Party A without consideration. Thereafter, Party B shall have no right to or
power over the Cooperative Company or its assets and will no longer have any further obligation or liability
arising from this Contract, except for those obligations and liabilities which arose before Party A issued the said
notification.

19.4 Upon termination of this Contract in accordance with Articles 19.1, 19.2 or 19.3(2), a meeting of the Board
of Directors shall be convened and both

                                                          30
Parties shall make all possible endeavors to cause the directors each appointed to vote in favor of a resolution to
dissolve the Cooperative Company, and the Cooperative Company shall forthwith submit an application for
dissolution to the Examination and Approval Authority. To effect termination of this Contract and dissolution of
the Cooperative Company, each Party agrees to take all actions and to sign all documents, and to cause its
appointees on the Board of Directors to take all actions and to sign all documents that are legally required.

19.5 Upon expiration of the Contract Term or approval of an application to dissolve the Cooperative Company
pursuant to this Article 19, or under other circumstances in which this Contract is terminated or the Cooperative
Company is dissolved, liquidation of the Cooperative Company shall be handled in accordance with the relevant
laws and regulations of China and with the provisions set forth below (in so far as they do not conflict with such
laws and regulations):

(1) The liquidation committee, which shall report to the Board of Directors, shall be made up of three (3)
members, of whom one (1) shall be appointed by Party A and two (2) shall be appointed by Party B;

(2) In developing and executing the liquidation plan, the liquidation committee shall use every effort to obtain the
highest possible price for the Cooperative Company's assets and, subject to compliance with Chinese foreign
exchange control regulations, to sell such assets for United States Dollars or other freely convertible foreign
currencies;

(3) Following the completion of such liquidation, the remaining net assets of the Cooperative Company shall be
distributed to the Parties in accordance with Articles 5.2(2), 5.3 and 15.11(2)(3).

(4) If it is necessary to appraise any of the assets to be liquidated, the liquidation committee shall appoint a Sino-
Foreign joint venture accounting firm registered in China and independent of either Party to handle this work; and

(5) Party B, at its own expense, shall have the right to obtain copies of all of the Cooperative Company's
accounting vouchers, account books, account statements, minutes and resolutions of the Board of Directors and
other relevant documents after the conclusion of liquidation.

19.6 The provisions of Article 19.5 shall survive the expiration or early termination of this Contract and shall
remain in effect until the conclusion of liquidation under Article 19.5.

19.7 After termination of this Contract pursuant to Article 19.1 or 19.2 each Party shall be entitled to copies of
all Mineral Data acquired or developed

                                                         31
by the Cooperative Company before the effective date of termination but not previously furnished to that Party.

Article 20: Breach of Contract

20.1 If a Party breaches this Contract, it shall bear the liabilities arising from such breach. In the event that both
Parties breach this Contract, each Party shall bear the liabilities arising from its own breach. Notwithstanding the
foregoing, neither Party shall be liable to the other for any indirect or consequential loss or damage arising from
this Contract.

Article 21: Non-Competition

21.1 All transactions, contracts, purchases, operations, negotiations with Third Parties, hiring of employees and
any other matters or acts undertaken on behalf of the Parties, either Party or the Cooperative Company in
relation to the Cooperative Company or the conduct of Exploration or other activities licensed by the
Cooperative Company's scope of business in the Cooperation Area3 shall be done, transacted, undertaken or
performed in the name of the Cooperative Company and neither Party shall do, transact, perform or undertake
anything within the Cooperation Area in its own name or in the name of the other Party or in the joint names of
the Parties.

21.2 Subject to this Contract, the Parties shall have the right independently to engage in and receive full benefits
from business activities, whether or not competitive with operations conducted by the Cooperative Company
outside the Cooperation Area. However, each Party shall devote such time as may be required to fulfill any
obligations assumed by it under this Contract.

21.3 If any Party legally acquires any mining industry rights (exploration rights, Mining rights) for the area
surrounding the "Party A Exploration Licenses", it shall, on a priority basis, transfer such mining industry rights to
the Cooperative Company for a fee permitted by law or at an appropriate price. The said Party may transfer the
mining industry rights to another company or entity only if the Cooperative Company does not wish to accept the
same offer.

Article 22: Force Majeure

22.1 "Force Majeure" shall mean all events which were unforeseeable at the time this Contract was signed, the
occurrence and consequences of which cannot be avoided or overcome, and which arise after the signature of
this Contract and prevent total or partial performance by any Party. Such events shall include earthquakes,
typhoons, flood, fire, war, failures of international or domestic transportation, actions of or inactions by
governments or public agencies, epidemics, civil disturbances, strikes, impossibility to access the Cooperation
Area and other events which are

                                                          32
accepted as force majeure in general international commercial practice. A Party's lack of funds is not an event of
Force Majeure.

22.2 If an event of Force Majeure occurs and affects the performance of a Party's obligations under this
Contract, such performance shall be suspended during the period of delay caused by the Force Majeure, and this
shall not constitute a breach of contract.

22.3 The Party claiming Force Majeure shall promptly inform the other Party in writing and furnish within fifteen
(15) days thereafter sufficient evidence of the occurrence and duration of such Force Majeure.

22.4 In the event of Force Majeure, the Parties shall immediately consult with each other in order to find an
equitable solution and shall use all reasonable endeavors to minimize the consequences of such Force Majeure. If
the occurrence or consequences of Force Majeure results in a major impairment to the functioning of the
Cooperative Company for a period in excess of six (6) months and the Parties have not found an equitable
solution after friendly consultation in accordance with the principle of equity and mutual benefit, then either Party
may terminate this Contract, provided that the terminating Party has performed its obligations under this Article
22.4.

Article 23: Settlement of Disputes

23.1 In the event any dispute arises out of or in relation to this Contract, the Parties shall attempt in the first
instance to resolve such dispute through friendly consultations. If the dispute is not resolved in this manner within
sixty (60) days after the date on which one Party has served written notice on the other Party for the
commencement of consultations, then either Party may refer the dispute to arbitration in accordance with the
provisions of Article 23.2.

23.2 The arbitration shall be conducted under the auspices of the Arbitration Institute of the Stockholm Chamber
of Commerce in Stockholm, Sweden in accordance with the Rules of said Institute. The place of arbitration shall
be Stockholm, Sweden and the award shall be issued in Sweden. The arbitrators shall be given instructions that:
(i) all proceedings in any arbitration shall be conducted in Chinese and English; (ii) there shall be three (3)
arbitrators, none of whom shall be a national of the state of either Party and all of whom shall be fluent in English
or Chinese; and
(iii) Party A and Party B shall each select one (1) arbitrator. The third arbitrator shall be appointed by the
Arbitration Institute and shall serve as chairman of the arbitration tribunal. The arbitration award shall be final and
binding on the Parties, and the Parties agree to be bound thereby and to act accordingly.

23.3 When any dispute occurs and when any dispute is under arbitration, except for the matters under dispute,
the Parties shall continue to exercise their

                                                          33
remaining respective rights, and fulfill their remaining respective obligations, under this Contract.

23.4 In any arbitration proceeding and in to enforce any arbitration award between the Parties pursuant to or
relating to this Contract, in any legal proceeding, and in any legal action between the Parties, each party expressly
waives the defense of sovereign immunity and any other defense based on that Party being a fact or on the
allegation that it is any agency or instrumentality of a sovereign state.

Article 24: Applicable Law

24.1 The formation, validity, interpretation and performance of this Contract, and any disputes arising under this
Contract, shall be governed by the current laws of China. If there is no published law in China governing a
particular matter relating to this Contract, reference shall be made to general international commercial practices.

24.2 If Party B's economic benefits under this Contract are adversely and materially affected by the promulgation
of any new laws or regulations of China or the amendment or interpretation of any existing laws, rules or
regulations of China after the Effective Date of this Contract, the Parties shall promptly consult with each other
and use their best endeavors to implement any adjustments necessary to maintain Party B's economic benefits
derived from this Contract on a basis no less favorable than the economic benefits it would have derived if such
laws or regulations had not been promulgated or amended or so interpreted. If it is not possible to implement
such adjustments, Party B may terminate this Contract.

24.3 The Cooperative Company and the Parties shall be entitled according to the law to enjoy any tax,
investment or other preferential treatment that become available to foreign invested enterprises or foreign
investors after the signing of this Contract and which are more favorable than those set forth in this Contract. The
Parties agree that they or the Cooperative

Company shall promptly apply, as required by law, to enjoy such preferential treatment.

Article 25: Miscellaneous Provisions

25.1 Failure or delay on the part of any Party hereto to exercise a right under this Contract shall not operate as a
waiver thereof; nor shall any single or partial exercise of a right preclude any other future exercise thereof.

25.2 Neither this Contract nor any rights and obligations hereunder may be assigned in whole or in part by any
Party except in accordance with the provisions of Article 5.9.

25.3 This Contract is made for the benefit of Party A and Party B and their respective lawful successors and
assignees and is legally binding on them.

                                                          34
This Contract may not be amended orally, and any amendment hereto must be agreed to in a written instrument
signed by both Parties and, where required by law, approved by the Examination and Approval Authority before
taking effect.

25.4 The invalidity of any provision of this Contract shall not affect the validity of any other provision of this
Contract which is not affected by the invalid provision.

25.5 This Contract is signed in the Chinese language in six (6) originals and in the English language in six (6)
originals. Both language versions shall be equally valid.

25.6 Any notice or written communication provided for in this Contract from one Party to the other Party or to
the Cooperative Company shall be made in writing in Chinese and English and sent by courier service delivered
letter or by facsimile confirmed by a confirmation copy of the courier service delivered letter. The date of receipt
of a notice or communication hereunder shall be deemed to be seven (7) days after the letter is given to the
courier service or one (1) day after sending in the case of a facsimile, provided it is evidenced by a confirmation
receipt and the sent confirmation copy. All notices and communications shall be sent to the appropriate address
set forth below, unless the same is changed by notice given in writing to the other Party.

                                                       Party A:

Geology Brigade 209 of the
Nuclear Industry or Yunnan Province, China No. 182, West Dongfeng Road
Kunming City, Yunnan Province 650031 People's Republic of China.

Facsimile No: 86 871 5328952
Attention: Wang Gang

                                                       Party B:

In the case of a notice to Party B at:

Magnus International Resources Inc. 101 Convention Center Drive 7th Floor Las Vegas, Nevada 89109,
U.S.A.

Facsimile No: 001 (702) 2210904
Attention: Graham R. Taylor

                                              Cooperative Company:

                                              Long Teng Mining Ltd.

                                                          35
Dushimingyuan Bldg., No. A-2708
Central Renmin Road
Kunming City, Yunnan Province 650031 People's Republic of China

Facsimile No.: 86 871 3642420
Attention: Peter Smith

25.7 Appendixes 1(1), 1(2), 2(1), 2(2), 3 and 4 hereto are made an integral part of this Contract and are equally
binding with these Articles 1 to 25.

25.8 This Contract constitutes the entire agreement between the Parties with respect to the subject matter of this
Contract and supersedes all prior discussions, negotiations and agreements between them with respect to the
subject matter of this Contract. In the event of any conflict between the terms and provisions of this Contract and
the Articles of Association, the terms and provisions of this Contract shall prevail.

25.9 Time is of the essence in the terms and conditions of this Contract. A Party that fails to comply shall assume
responsibility for any adverse consequences.

25.10If timing causes any matter to occur or expire on a day which is not a Business Day, the first Business Day
that follows shall be considered the day of expiry or occurrence.

                                                        36
IN WITNESS WHEREOF, the duly authorized representative of each Party has signed this Contract in Kunming
City, Yunnan Province, People's Republic of China on the date set forth below.

Geology Brigade 209 of the
Nuclear Industry or Yunnan
Province, China

                                      By /s/ Cheng Minghui
                                        ----------------------
                                      Name: Mr. Cheng Minghui
                                      Nationality: Chinese
                                      Date: July 6, 2004
                                            -------------




Magnus International Resources Inc.

                                      By: /s/ Graham R. Taylor
                                         ---------------------
                                      Name: Graham R. Taylor
                                      Nationality: Canadian
                                      Date: July 6, 2004
                                            -------------




                                                  37
      Appendix I

Map of Cooperation Area

          38
        Appendix II

Party A Exploration Licenses

            39
                                              Appendix III

                 Descriptions of Party A Exploration Licenses and Party A Mineral Data

Party A
Exploration Licenses

        License        Date of     Expiry    Location     Area (/m2)      Minimum     Restrictions
        Number        Issuance      Date                                  Covered
     -------------   ----------   --------   ----------   ------------   ---------   ----------------




Party A Mineral Data

[Please List]:

1.

2.

3.

4.

                                                   40
        Appendix IV

Copies of Appraisal Documents

             41
Translator's notes

1. Due to the way the phrase "at the expense of the Cooperative Company" has been translated, the Chinese text
could also be interpreted to read "on the Cooperative Company's behalf, the Cooperative Company shall
contribute capital to procure all approvals ...."

2. In the Chinese text, the phrase "good faith judgment" qualifies the word "making", not the word "required". In
other words, the Chinese provision addresses disclosures which are required by law (as opposed to disclosures

which are judged to be required by law).

3. The phrase "in relation to the Cooperative Company or the conduct of Exploration or other activities licensed
by the Cooperative Company's scope of business in the Cooperation Area" qualifies only the phrase "and any
other matters or acts". It does not quality the foregoing "All transactions, contracts, purchases, operations,
negotiations with Third Parties, hiring of employees".

                                                        42
After several negotiations between both Party A and Party B, Yunnan Long Teng
Mining Ltd. is making the following supplementary amendments to the "Joint
Venture Contract".

1. Preliminary Statements C:

Original Paragraph: Party A and Party B signed a Preliminary Joint Venture Agreement on April 6, 2004
pursuant to which they agreed to establish a cooperative joint venture company (the "Cooperative Company") to
conduct copper and gold

                                exploration and mining activities within an Eighty-two point
                                three nine (82.39) square kilometer area (the "Cooperation
                                                                                 -----------
                                Area") of Huidong County,      Sichuan Province,    People's
                                ----
                                Republic of China (as shown on Appendix I).

         Amended Paragraph:       Party A and Party B signed a Preliminary Joint Venture
                                Agreement on April 6, 2004 pursuant to which they agreed to
                                establish a    cooperative   joint   venture   company (the
                                "Cooperative Company") to conduct copper, gold and iron
                                 --------------------
                                exploration and mining activities within an area of 44.02
                                square     kilometer     of    Luquan     County,     Yunnan
                                Province(Exploration license No.5300000410155) and an area
                                of 82.39 square kilometer of the Huidong county, Sichuan
                                Province (Exploration license No.5100000430204) (as shown on
                                Appendix I) an Eighty-two point three nine (82.39) square
                                kilometer area (the "Cooperation Area") of Huidong County,
                                                      -----------------
                                Sichuan Province, People's Republic of China (as shown on
                                Appendix I)

         2.    Article 2.10:

         Original Paragraph:     "Cooperation Area" means that distinct area of 82.39 square
                                  ----------------
                                kilometers which is marked for ease of reference on the
                                coordinate map included as Appendix I, or other area as the
                                Parties mutually agree upon.

         Amended Paragraph:      "Cooperation Area" means that distinct area of 44.02 square
                                  ----------------
                                kilometers and 82.39 square kilometers which is marked for
                                ease of reference on the coordinate map included as Appendix
                                I, or other area as the Parties mutually agree upon.

         3.    Article 3.4:

         Original Paragraph:      The name of the Cooperative Company shall be (Chinese
                                characters) in Chinese and Long Teng Mining Ltd. in English.




                                                     43
Amended Paragraph:      The name of the Cooperative Company shall be (Chinese
                      characters) in Chinese and Yunnan Long Teng Mining Ltd. in
                      English.

4.   Article 5.2(1)

Original Paragraph:    As its Cooperative Conditions, Party A shall, in accordance
                      with the relevant terms of this Contract, transfer the Party
                      A Exploration Licenses and the Party A Mineral Data to the
                      Cooperative   Company.   The value of the said Party A
                      Exploration Licenses and Party A Mineral Data has been
                      appraised by a mining right appraisal institution qualified
                      under Chinese law (Appendix IV). In accordance with Article
                      15.11, the contribution of such Cooperative Conditions shall
                      entitle Party A to a ten percent (10%) interest the
                      Cooperative Company.

Amended Paragraph:     As its Cooperative Conditions, Party A shall, in accordance
                      with the relevant terms of this Contract, transfer the
                      "Party A Exploration Licenses" and the "Party A Mineral
                      Data" to the Cooperative Company. The value of the said
                      "Party A Exploration Licenses" and "Party A Mineral Data"
                      has been appraised by a mining right appraisal institution
                      qualified under Chinese law (Appendix IV). In accordance
                      with Article 15.11, the contribution of such Cooperative
                      Conditions shall entitle Party A to the following interests
                      of the Cooperative Company.

                              (i)    10% of the iron, copper and gold Exploration
                                     project of the Luquan County Aqiao district,
                                     Yunnan Province;

                              (ii)   10% of the copper Exploration project in the
                                     Sujiayakou, Weiliancun, Maanshan district,
                                     Sichuan Province.

5.   Article 5.2(2):

Original Paragraph:     The Parties hold that the Party A Exploration Licenses and
                      the Party A Mineral Data shall have a total appraised value
                      and that: (i) the total appraised value became valid
                      following confirmation by the appraisal report issued on the
                      5th day of July, 2004; (ii) the report shall be filed with
                      the appropriate competent higher governmental authority; and
                      (iii) such report shall be attached hereto as an Appendix.

Amended Paragraph:      Both Parties hold that the copper Exploration project in
                      the Sujiayakou,    Weiliancun, Maanshan district, Sichuan
                      Province shall have a total appraised value and that: (i)
                      the   total   appraised   value   became   valid   following
                      confirmation by the appraisal report issued on the 5th day
                      of July, 2004; (ii) the report shall be filed with the
                      appropriate competent higher governmental authority; and
                      (iii) such report shall be attached hereto as an Appendix.




                                        44
6.   Article 5.3(1):

Original Paragraph:     Subject to Article 5.6, Party B shall contribute Three
                      Million and Ten Thousand US Dollars (US$3,010,000) as the
                      Cooperative Company's registered capital. Party B shall
                      contribute the registered capital in United States Dollars
                      cash. In accordance with Article 15.11, the contribution of
                      such capital contributions shall entitle Party B to a 90%
                      interest in the Company.

Amended Paragraph:      Subject to Article 5.6, Party B shall contribute Three
                      Million and Ten Thousand US Dollars (US$3,010,000) as the
                      Cooperative Company's registered capital. Party B shall
                      contribute the registered capital in United States Dollars
                      cash. In accordance with Article 15.11, the contribution of
                      such capital contributions shall entitle Party B to the
                      respective interests in the Company.

                              (i)    90% of the iron, copper and gold Exploration
                                     project of the Luquan County Aqiao district,
                                     Yunnan Province;

                              (ii)   90% of the copper Exploration project in the
                                     Sujiayakou, Weiliancun, Maanshan district,
                                     Sichuan Province.

7.   Article 5.3(2):

Original Paragraph:     Any increase in the registered capital or total investment
                      of the Company shall be contributed one hundred percent
                      (100%) by the Party B, and the Party A shall not be required
                      to contribute further capital to the Cooperative Company,
                      but shall retain its ten percent (10%) share of the rights
                      and interests in the Cooperative Company.

Amended Paragraph:      Any increase in the registered capital or total investment
                      of the Company shall be contributed one hundred percent
                      (100%) by the Party B, and the Party A shall not be required
                      to contribute further capital to the Cooperative Company,
                      but shall retain its respective shares of the rights and
                      interests in the Cooperative Company, in accordance to
                      Article 5.2(1).

8.   Article 5.3(3):

Original Paragraph:     Within 30 days upon receipt of the business license of the
                      Cooperative Company, Party B will give to Party A Five
                      Hundred Thousand United States Dollars (US$500,000) of
                      equivalent shares of common stock of Magnus International
                      Resources, Inc. listed on the U.S.A.'s NASDAQ market (Listed
                      On United States NASD OTC Bulletin Board), and shall take




                                        45
                               care of the documentation      for such equity transfer as soon
                               as possible.

         Amended Paragraph:      Within 15 days upon receipt of the business license and
                               the completion of transfer of "Party A Exploration Licenses"
                               to the Cooperative Company, Party B will give to Party A:

                                        (i)     in reference to the iron, copper and gold
                                                Exploration project of the Luquan County
                                                Aqiao district, Yunnan Province a payment of
                                                Two Hundred and Fifty Thousand United States
                                                Dollars (US$250,000) of equivalent shares of
                                                common   stock   of   Magnus   International
                                                Resources Inc. listed on the U.S.A.'s NASDAQ
                                                market (Listed On United States NASD OTC
                                                Bulletin Board);

                                        (ii)    in reference    to the copper     Exploration
                                                project   in the    Sujiayakou,   Weiliancun,
                                                Maanshan district, Sichuan Province a payment
                                                of Five Hundred     Thousand   United States
                                                Dollars (US$500,000) of equivalent shares of
                                                common   stock   of   Magnus    International
                                                Resources Inc. listed on the U.S.A.'s NASDAQ
                                                market (Listed On United States NASD OTC
                                                Bulletin Board).

                                        And shall take care of the documentation         for such
                                        equity transfer as soon as possible.




IN WITNESS WHEREOF, the duly authorized representative of each Party has signed this supplementary
amendments in Kunming City, Yunnan Province, People's Republic of China on the date set forth below.

Geology Brigade 209 of the Magnus International Resources, Inc. Nuclear Industry of Yunnan
Province, China

             By /s/ Cheng Minghui                             By   /s/ Graham R. Taylor
               -------------------------                         -------------------------
             Name: Mr. Cheng Minghui                           Name: Graham R. Taylor
             Nationality: Chinese                              Nationality: Canadian
             Date:              , 2004                         Date:              , 2004
                   -------------                                     -------------




                                                    46
EXHIBIT 24.1

                                            POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Graham Taylor, his true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name and/or his behalf, to do any and all acts and things and to execute any and
all instruments which said attorney-in-fact and agent may deem necessary or advisable to enable Magnus
International Resources Inc. to comply with the Securities Exchange Act of 1934, as amended (the "Act"), and
any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, including,
without limitation, the power and authority to sign his name in any and all capacities (including his capacity as a
Director and/or Officer of Magnus International Resources Inc.) to the Annual Report on Form 10-K of Magnus
International Resources Inc. for the fiscal year ended July 31, 2004 and the undersigned hereby ratifies and
confirms all that said attorney-in-fact and agent, or any substitute or substitutes for him, shall lawfully do or cause
to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have subscribed these presents on the dates stated.

                          Signature                               Title                        Date
                          ---------                               -----                        ----

           /s/ Mark Demmons
           ------------------------
           Mark Demmons                                  Director                    November 10, 2004

            /s/ Raymond Turner
            ------------------------
            Raymond Turner                               Director                     November 10, 2004
EXHIBIT 31.1

                                   CERTIFICATION Under Rule 13a-14(a)

I, Graham Taylor, certify that:

1. I have reviewed and read this Annual Report on Form 10-KSB of Magnus International Resources Inc.;

2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this Annual Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Annual
Report, fairly present in all material respects the financial condition, results of operations and cash flows of
Magnus International Resources Inc. as of, and for, the periods presented in this Annual Report;

4. Magnus International Resources Inc.'s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
Magnus International Resources Inc. and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to Magnus International Resources
Inc., including its subsidiary, is made known to us by others within that entity, particularly during the period in
which this Annual Report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;

(c) evaluated the effectiveness of Magnus International Resources Inc.'s disclosure controls and procedures and
presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this Annual Report any change in Magnus International Resources Inc.'s internal control over
financial reporting that
occurred during Magnus International Resources Inc.'s fourth fiscal quarter that has materially affected, or is
reasonable likely to materially affect, Magnus International Resources Inc.'s internal control over financial
reporting; and

5. Magnus International Resources Inc.'s other certifying officer and I have disclosed, based on our most recent
evaluations of internal control over financial reporting, to Magnus International Resources Inc.'s auditors and the
audit committee of Magnus International Resources Inc.'s board of directors (or persons performing the
equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect Magnus International Resources Inc.'s ability to record,
process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role
in Magnus International Resources Inc.'s control over financial reporting.

          Dated: November __, 2004                                         /s/ Graham Taylor
                                                                     --------------------------------
                                                                     Graham Taylor, President, CEO,
                                                                     Chief Financial Officer and
                                                                     Director (Principal Executive
                                                                     Officer and Principal
                                                                     Financial Officer)
                                      CERTIFICATION PURSUANT TO
                                         18 U.S.C. SECTION 1350,
                                       AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-KSB for fiscal year ended July 31, 2004 of Magnus
International Resources Inc., a Nevada corporation (the "Company"), as filed with the Securities and Exchange
Commission on the date hereof (the "Annual Report"), I, Graham Taylor, President, CEO, Chief Financial
Officer, Secretary, Treasurer and a director of the Company certify, pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended; and

2. The information contained in the Annual Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.

          Dated: November __, 2004                                       /s/ Graham Taylor
                                                                    --------------------------------

                                                                    Graham Taylor, President, CEO,
                                                                    Chief Financial Officer and a
                                                                    Director (Principal Executive
                                                                    Officer and Principal
                                                                    Financial Officer)