EXHIBIT 99.2
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GRAVITY SPIN HOLDINGS, INC.
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2206 - 000 Xxxxxx Xx.
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx, X0X 0X0
November 29, 2003
VIA HAND DELIVERY
Xxxxxxx Xxx
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Xxxxx 000, Xxxxx 00, Xxxxxxx Xxxxxx
Luo Wu, Shenzhen
Guangdong, P.R.C.
Attention: Xx. Xxxxxxx Xxx
Dear Sirs:
Re: Consulting Agreement with Gravity Spin Holdings, Inc. (the "Company")
This correspondence will specify the consulting arrangement (the "Consulting
Agreement") between the Company and Xxxxxxx Xxx.
The terms and conditions of the Consulting Agreement are as follows:
1. Services. During the Term (as hereinafter defined) of this Consulting
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Agreement, Xxxxxxx Xxx (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
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four months commencing on November 1, 2003 (the "Effective Date").
3. Payment for Services. It is hereby agreed that the Consultant shall provide
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the consulting services for a fee of 100,000 shares of common stock of the
Company (the "Consultant Shares") with such Consultant Shares being issued
by the Company to the Consultant in four equal installments of 25,000
shares of common stock to be issued on the last day of each month over the
Term of the Consulting Agreement. The Company shall, with respect to the
Consultant Shares, subject to any regulatory requirements, and the Company,
file an S-8 or other equivalent filing permitting the Consultant Shares to
November 29, 2003
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be immediately tradable. 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.
4. Confidentiality by the Consultant. The Consultant will not, except as
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authorized or required by the Consultant's duties hereunder, reveal or
divulge to any person or companies any information concerning the
organization, business, finances, transactions or other affairs of the
Company, or of any of its subsidiaries, which may come to the Consultant's
knowledge during the Term and during the continuance of this Consulting
Agreement, and the Consultant will keep in complete secrecy all
confidential information entrusted to the Consultant and will not use or
attempt to use any such information in any manner which may injure or cause
loss either directly or indirectly to the Company's respective businesses.
This restriction will continue to apply after the termination of this
Consulting Agreement without limit in point of time but will cease to apply
to information or knowledge which may come into the public domain.
5. Indemnification. The Company agrees to indemnify and hold Consultant (the
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"Indemnified Person") harmless from and against losses, claims, damages,
liabilities, costs, or expenses including reasonable attorney's and
accountant's fees joint and several arising out of the performance of this
Consulting Agreement, whether or not Consultant is a party to such dispute.
The Company agrees that it shall also reimburse the Indemnified Person for
any attorney's and costs incurred in enforcing this Indemnification against
the Company.
6. No Indemnification. This indemnity shall not apply, however, where a court
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of competent jurisdiction has made a final determination that the
Consultant engaged in gross recklessness and willful misconduct in the
performance of its services hereunder which gave rise to loss, claim,
damage, liability, cost or exposure sought to be recovered hereunder. (But
pending any such final determination, the indemnification and reimbursement
provision of this Consulting Agreement shall apply and the Company shall
perform its obligations hereunder to reimburse Consultant for its
attorney's fees and expenses).
7. Entire Agreement. This Consulting Agreement sets forth the entire
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understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings, and
agreements between the parties. This Consulting Agreement cannot be
modified or changed, nor can any of its provision be waived, except by
written agreement signed by all parties.
November 29, 2003
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If the Consultant is in accord with the forgoing, please execute a copy of this
letter and the same will be binding on the parties.
Yours truly,
GRAVITY SPIN HOLDINGS, INC.
Per:
/s/ Xxxxxx Xxxxxx
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XXXXXX XXXXXX, Director
The forgoing is hereby agreed to effective the 1st day of November, 2003 and
Xxxxxxx Xxx declares himself bound to the terms.
/s/ Xxxxxxx Xxx
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Xxxxxxx Xxx, Consultant
