Letter of Intent for Cooperative Joint Venture between Brigade 209 and Gravity Spin Holdings for Jinlong Mountain Gold and Polymetallic Deposits

Summary

Brigade 209 of the Nuclear Industry of Yunnan Province and Gravity Spin Holdings, Inc. (soon to be Magnus International Resources, Inc.) have signed a letter of intent to form a joint venture for exploring and developing gold and polymetallic deposits in Zhenan County, Shaanxi Province, China. Gravity Spin will invest $5 million and hold a 90% stake, while Brigade 209 will hold 10% and secure exploration rights. Both parties have specific obligations regarding technical data, field visits, and exclusivity until March 31, 2004. The agreement is governed by Chinese law.

EX-10.2 4 gravityexh10_2.txt GRAVITY SPIN 8K, LOI BRIGADE 209 EXHIBIT 10.2 - ------------ Letter of Intent ---------------- Exploration and Development Co-operative Joint Venture of Jinlong Mountain gold - ------------------------------------------------------------------------------- and Polymetallic deposits in the Zhanan County of Shaanxi Province of China. - ---------------------------------------------------------------------------- Party A: Brigade 209 of the Nuclear Industy of Yunnan Province , People's Republic of China. Party B: Gravity Spin Holdings, Inc. (Changing its name to "Magnus International Resources, Inc.) After friendly negotiation of both parties and also based on the review and assessment of the minerals formation criteria, Party B intends to explore and develop the Jinlong Mountain gold, and Polymetallic deposits in Zhenan County of Shaanxi Province. With the above purpose and subsequent to the friendly negotiation, both parties reach the following intention: 1. Both parties will jointly form a new Co-operative Joint Venture Company to carry out minerals exploration and development in the 129.5 km2 area of the Jinlong Mountain gold, district. 2. Party B will contribute US$5 million into the registered capital of the Co-operative Joint Venture Company. Party A will be responsible to obtain the exploration and mining rights of these gold, copper deposits and the surrounding area. 3. The Co-operative Joint Venture Company will purchase the current exploration results. (gold resources of 24 85 tonnes). 4. Upon the completion of the above 3 conditions, party A will own 10% and Party B will own 90% of the Co-operative Joint Venture company. 5. When further funding is required for carrying more exploration and development activities, Party B will provide the additional funding. Party A will remain a 10% ownership of the Cooperative Joint Venture Company. 6. Responsibilities and rights of Party A 1. Party A will be responsible to compile and provide Party B all existing technical exploration data in order for Party B to research, and confirm the potential and future economic values of the gold district. 2. Party A will be responsible to send its technical personnel to accompany Party B's experts for the field visits to these gold, copper deposits and the surrounding area. Party A will make arrangements for the transportation and travel of these field visits. The expenses will be paid by Party B. 3. Party A is prohibited to negotiate any exploration and development co-operation with any third party prior March 31, 2004. 7. Responsibilities and rights of Party B 1. Party B is prohibited to loan or transfer, to any third party, the technical data that has been provided by Party A. 2. Party B is required to perform an actual field visit. The expenses related to the field visit will be paid by Party B. 3. The data and results of the field visit will be given to Party A with no charges. 4. It is necessary for Party B to give Party A a firm decision on the co-operation no later than March 31, 2004. 8. The Letter of Intent abides the laws of China. 9. Both parties will further discuss any matters that have not been reflected in this Letter of Intent Party A: Brigade 209 of the Nuclear Industry of Yunnan Legal Representative: /s/ Huiming Cheng Huiming Cheng Date: January 15, 2004 Party B: Gravity Spin Holdings, Inc. (Changing its name to "Magnus International Resources, Inc.) Legal representative: /s/ Graham Taylor Graham Taylor Date: January 15, 2004