Exhibit 10.01

THIS AGREEMENT made and dated for reference the 30th day of April, 2009.

BETWEEN:

          YALE RESOURCES LTD., a body corporate,  incorporated under the laws of
          the  Province  of  British  Columbia,  having an office at # 400 - 409
          Granville  Street,  Vancouver,  British  Columbia,  V6C  1T2;  and its
          subsidiaries, including MINERA ALTA VISTA SA DE CV, a Mexican company

          (hereinafter collectively called the "Optionor")

AND:

          AMERICAN SIERRA GOLD CORP., a body corporate,  incorporated  under the
          laws of the State of Nevada,  having its Records and Registered Office
          at 207 Marina  Vista,  Jolly  Harbour,  Antigua,  WI.;  and its future
          subsidiary, a Mexican company;

          (hereinafter called the "Optionee")

WHEREAS:

A. The Optionor  has entered in to an Purchase  Agreement  with EXMIN  Resources
Inc. (the  Vendor),  the recorded and  beneficial  owner of a 100% interest in a
total  of  ten  (10)  mining   concessions  owned  by  the  Vendor  (the  "OWNED
CONCESSIONS")  covering  approximately  28,830 hectares in south-west  Chihuahua
State,  Mexico,  which Owned  Concessions  are more  particularly  described  in
SCHEDULE  "A" annexed  hereto and forming a part hereof and,  which  Vendor also
holds  options to  acquire an  additional  six (6) mining  concessions  covering
approximately  276 hectares (the  "OPTIONED  CONCESSIONS")  full  particulars of
which are set out in SCHEDULE "A" attached hereto;

B. The Owned Concessions and the Optioned  Concessions are hereafter referred to
as the "PROPERTY";

C. Upon the closing of the Purchase  Agreement with the Vendor, the Optionor has
agreed to grant to the  Optionee  options  entitling  the  Optionee  to  acquire
certain legal and beneficial interests in and to the Property as provided for in
this  Agreement,  and to participate in the further  exploration  and, if deemed
warranted, the development of the Property;

NOW THEREFORE THIS AGREEMENT  WITNESSETH that in consideration of these presents
and the sum of TEN DOLLARS  ($10.00)  now paid by each of the parties to each of
the  other  parties  hereto,  the  receipt  and  sufficiency  of which is hereby
acknowledged  by  each  of  the  parties,   and  for  other  good  and  valuable
consideration,  the receipt and sufficiency of which is also hereby acknowledged
by each of the parties, the parties hereby agree as follows:
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DEFINITIONS

1.01 In this Agreement and in all Schedules  attached to and made a part hereof,
the following words and phrases shall have the following meanings, namely:

     (a)  "BUSINESS  DAY"  means  any day  other  than  Saturdays,  Sundays  and
          statutory holidays in the Province of British Columbia;

     (b)  "CONDITIONS  OF EXERCISE"  has the meaning set out in  paragraph  4.02
          hereof;

     (c)  "EFFECTIVE  DATE"  means  the date  this  Agreement  is  signed by the
          Optionor and Optionee;

     (d)  "EXERCISE  NOTICE" means a written  notice to the Optionor,  signed by
          the Optionee,  identifying a respective  Option,  indicating  that the
          Optionee has  satisfied the  respective  Conditions of Exercise and is
          irrevocably exercising that Option;

     (e)  "EXPENDITURES"  means  the sum of all  monies  spent  in  prospecting,
          exploring,   geological,   geophysical  and   geochemical   surveying,
          sampling, examining, diamond and other types of drilling,  developing,
          dewatering, assaying, testing, constructing, maintaining and operating
          roads,  trails and  bridges  upon or across the  Property,  buildings,
          equipment,  plant and supplies,  salaries and wages (including  fringe
          benefits) of  employees  and  contractors  directly  engaged  therein,
          insurance  premiums,  and all other  expenses  ordinarily  incurred in
          prospecting,  exploring and developing  mining lands and also includes
          monies spent in acquiring additional claims or concessions which shall
          form part of the  Property.  Expenditures  shall also  include any tax
          payments  and legal  costs and fees  related  to the  registration  of
          titles and agreements in the Mexico Mining Registry  together with any
          value added taxes accruing after the date of this Agreement as well as
          any of those costs related to the acquisition of properties from third
          parties;

     (f)  "FIRST  OPTION"  has  the  meaning  set out in  sub-paragraph  4.01(a)
          hereof;

     (g)  "FIRST  OPTION  DEADLINE"  means the date that is four years after the
          Effective Date, subject to paragraph 13.01 hereof;

     (h)  "HOLDCO"  means the Mexican  company to be established by the Optionee
          to hold title to the Property;

     (i)  "OPTION  DEADLINE"  means either of the First  Option  Deadline or the
          Second Option Deadline, as the case may be;

     (j)  "OPTIONS"  collectively  means the First Option and the Second Option,
          and "OPTION" means either one of them;

     (k)  "PROPERTY"  means all of the mining  claims  described in Schedule "A"
          hereto in respect of which either of the Options remains in effect and
          all other  mineral  property  interests  derived from any such mineral
          claims.  Any reference  herein to any mineral  claims or other mineral
          property  interests  comprised  in the  Property  includes  any  other
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                                       3


          interests  into which such  mining  claims or other  mineral  property
          interests may have been converted;

     (l)  "SECOND  OPTION"  has the  meaning  set out in  sub-paragraph  4.01(b)
          hereof;

     (m)  "SECOND OPTION  DEADLINE"  means the date that is five years after the
          Effective Date, subject to paragraph 13.01 hereof;

     (n)  "THIS AGREEMENT"  refers to and  collectively  includes this Agreement
          and every Schedule attached to this Agreement.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR

2.01 The Optionor represents and warrants to the Optionee that:

     (a)  It has  been  duly  incorporated  under  the laws of the  Province  of
          British  Columbia,  validly  exists as a corporation  in good standing
          under the laws of the Province of British Columbia with respect to the
          filing of annual  reports  and it and its Mexican  subsidiary,  Minera
          Alta Vista SA de CV are legally entitled to hold their interest in the
          Property  and will  remain so  entitled  until  their  interest in the
          Property as set out herein has been duly  transferred  to the Optionee
          as contemplated herein;

     (b)  it is, and at the time of any transfer to the Optionee of any interest
          in the Property will be, the  beneficial  owner of the interest in the
          Property  so  transferred  free and clear of all  liens,  charges  and
          claims of others, and no taxes or rentals are due in respect thereof;

     (c)  to the  best  of its  knowledge,  the  mining  claims  comprising  the
          Property  have been duly and validly  located  pursuant to the laws of
          Mexico and are recorded in the names set out on the attached  Schedule
          "A", and are in good standing as of Dec. 31, 2008 in the Mining Public
          Registry  of Mexico on the date  hereof and until the dates set out on
          the attached SCHEDULE "A";

     (d)  there is no adverse claim or challenge  against or to the ownership of
          or title to the  Property,  nor to its  knowledge  is there  any basis
          therefor,  and there  are no  outstanding  agreements  or  options  to
          acquire or purchase the Property or any portion thereof;

     (e)  to the  best  of its  knowledge,  there  are no  material  outstanding
          obligations  or  liabilities,  contingent  or  otherwise,  related  to
          environmental,  reclamation or rehabilitation work associated with the
          Property  or arising  out of  exploration  work,  development  work or
          mining activities previously carried out thereon;

     (f)  the Optionor has duly  obtained all corporate  authorizations  for the
          execution of this Agreement and for the  performance of this Agreement
          by it, and the  consummation  of the transaction  herein  contemplated
          will not  conflict  with or result in any breach of any  covenants  or
          agreements  contained in, or constitute a default under,  or result in
          the creation of any encumbrance  under the provisions of, its Articles
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                                       4


          or constating documents or any shareholders' or directors' resolution,
          indenture,  agreement or other instrument  whatsoever to which it is a
          party or by which it is bound or to which it may be subject;

     (g)  no  proceedings  are pending for, and it is not aware of any basis for
          the  institution  of any  proceedings  leading to, its  dissolution or
          winding-up  or the placing of it in  bankruptcy or subject to any laws
          governing the affairs of insolvent persons; and

     (h)  there are no known  royalties  or other  outstanding  payments  on the
          Property  other than the NSR interests  that are set forth in SCHEDULE
          "B".

2.02 The Optionor acknowledges that the representations and warranties set forth
in paragraph 2.01 hereof form a part of this  Agreement and are conditions  upon
which the Optionee has relied in entering  into this  Agreement,  and that these
representations  and warranties shall survive the acquisition of any interest in
the Property hereunder by the Optionee.

2.03 The  parties  also  acknowledge  and  agree  that the  representations  and
warranties  set forth in paragraph  2.01 hereof are  provided for the  exclusive
benefit of the  Optionee,  and a breach of any one or more thereof may be waived
by the Optionee in whole or in part at any time without  prejudice to its rights
in  respect  of any  other  breach of the same or any  other  representation  or
warranty.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE

3.01 The Optionee represents and warrants to the Optionor that:

     (a)  it has been duly  incorporated  under the laws of the State of Nevada,
          validly exists as a corporation in good standing under the laws of the
          State of Nevada with respect to the filing of annual reports;

     (b)  it  is  currently  not  legally  entitled  to  hold  mineral  property
          interests in the Country of Mexico and prior to or  concurrently  with
          the  exercise of the First  Option will  create and  organize  Holdco,
          which will be legally entitled to hold mineral  property  interests in
          the Country of Mexico;

     (c)  it has duly obtained all corporate authorizations for the execution of
          this  Agreement and for the  performance  of this Agreement by it, and
          the  consummation  of the  transaction  herein  contemplated  will not
          conflict  with or result in any breach of any  covenants or agreements
          contained in, or constitute a default under, or result in the creation
          of any encumbrance under the provisions of, its Articles or constating
          documents or any  shareholders' or directors'  resolution,  indenture,
          agreement or other instrument  whatsoever to which it is a party or by
          which it is bound or to which it may be subject;

     (d)  no  proceedings  are pending for, and it is not aware of any basis for
          the  institution  of any  proceedings  leading to, its  dissolution or
          winding-up  or the placing of it in  bankruptcy or subject to any laws
          governing the affairs of insolvent persons.
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                                       5


3.02 The Optionee acknowledges that the representations and warranties set forth
in paragraph 3.01 hereof form a part of this  Agreement and are conditions  upon
which the Optionor has relied in entering  into this  Agreement,  and that these
representations  and warranties shall survive the acquisition of any interest in
the Property hereunder by the Optionee.

3.03 The  parties  also  acknowledge  and  agree  that the  representations  and
warranties  set forth in paragraph  3.01 hereof are  provided for the  exclusive
benefit of the  Optionor,  and a breach of any one or more thereof may be waived
by the  Optionor  in  whole or in part at any time  without  prejudice  to their
rights in respect of any other breach of the same or any other representation or
warranty.

GRANT OF OPTIONS AND COMMITMENTS

4.01 The Optionor  hereby  irrevocably  grants to the Optionee two (2) exclusive
and  separate  rights  and  options to acquire  undivided  legal and  beneficial
interests of up to ONE HUNDRED PER CENT (100%) in the Property free and clear of
all liens, charges and claims of others, as follows:

     (a)  an  undivided  NINETY PER CENT (90%)  interest  in the  Property  (the
          "FIRST OPTION"); and

     (b)  an undivided TEN PER CENT (10%) interest in the Property,  in addition
          to the undivided  NINETY PER CENT (90%)  interest that may be acquired
          under the First Option (the "SECOND OPTION").

4.02 The Optionee may exercise:

     (a)  the First Option by:

          (i)  making the following  payments to the Optionor prior to the First
               Option Deadline:

               (1)  THREE HUNDRED THOUSAND  (US$300,000) DOLLARS U.S. before the
                    Effective Date (PAID);

                    A  portion  of  this  three  hundred  thousand  (US$300,000)
                    dollars U.S. was advanced by the Optionee to the Optionor in
                    the form of a loan.  For greater  certainty,  the  documents
                    titled  `Re:  Bridge  Loan'  and  `Promissory   Note'  dated
                    February 12, 2009 are  superseded by this  agreement and the
                    loan documents are cancelled.

               (2)  a  further  TWO  HUNDRED  AND  FIFTY  THOUSAND  (US$250,000)
                    DOLLARS  U.S.  on the second  anniversary  of the  Effective
                    Date;

               (3)  a  further  TWO  HUNDRED  AND  FIFTY  THOUSAND  (US$250,000)
                    DOLLARS U.S. on the third anniversary of the Effective Date;
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                                       6


               (4)  a  further  TWO  HUNDRED  AND  FIFTY  THOUSAND  (US$250,000)
                    DOLLARS  U.S.  on the fourth  anniversary  of the  Effective
                    Date;

          (ii) incurring or funding the following  Expenditures  on the Property
               as follows prior to the First Option Deadline:

               (1)  THREE HUNDRED  THOUSAND  (US$300,000.00)  DOLLARS U.S. on or
                    before the first anniversary of the Effective Date, of which
                    $250,000  shall be deemed to have been incurred  pursuant to
                    the payments made as per paragraph 4.02(a)(i)(1) hereof;

               (2)  an additional FIVE HUNDRED THOUSAND  (US$500,000.00) DOLLARS
                    U.S. on or before the second  anniversary  of the  Effective
                    Date;

               (3)  an additional EIGHT HUNDRED THOUSAND (US$800,000.00) DOLLARS
                    U.S.  on or before the third  anniversary  of the  Effective
                    Date; and

               (4)  an additional ONE MILLION  (US$1,000,000.00) DOLLARS U.S. on
                    or before the fourth anniversary of the Effective Date;

          (iii)making  the  following  additional  payments  prior to the  First
               Option Deadline:

               (1)  ONE HUNDRED AND FIFTY THOUSAND  (US$150,000.00) DOLLARS U.S.
                    on or before the first  anniversary of the Effective Date on
                    the following schedule:

                    (a)  US $50,000  upon  successful  completion  of a National
                         Instrument 43-101 compliant technical report,
                    (b)  US $50,000 upon  Operator  starting a drill  program on
                         the Property before August 1, 2009, and
                    (c)  US $50,000 upon the successful  completion of the first
                         year work program  before the 1st year  anniversary  of
                         the Effective Date;

               (2)  an additional SEVENTY THOUSAND  (US$70,000.00)  DOLLARS U.S.
                    on or before the second anniversary of the Effective Date;

               (3)  an additional SEVENTY THOUSAND  (US$70,000.00)  DOLLARS U.S.
                    on or before the third  anniversary  of the Effective  Date;
                    and

               (4)  an additional SEVENTY THOUSAND  (US$70,000.00)  DOLLARS U.S.
                    on or before the fourth anniversary of the Effective Date;

                    At the election of the Optionor the additional  payments 1b,
                    1c, 2, 3, and 4 may be  converted  into shares of the parent
                    company  of  American  Sierra  set at the price of the first
                    financing of the parent company.

     (b)  the Second Option, provided it has exercised the First Option, by
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                                       7


          (1)  issuing to Yale an additional  500,000 shares of American  Sierra
               or the parent company of American Sierra,

          (2)  completing  sufficient  drilling in order to calculate a resource
               estimation on or before the seventh  anniversary of the Effective
               Date, and

          (3)  paying  US$0.75  to Yale per  every  equivalent  ounce of  Silver
               within the Measured and  Indicated  categories as defined by JORC
               (Joint Ore Reserves Committee);

     (c)  all  of the  above  shares  will  be  subject  to a  hold  periods  in
          accordance with regulations under the SECURITIES ACT;

          The Optionor understands and acknowledges that any shares which may be
          issued to it pursuant to the provisions of this paragraph 4.02 must be
          issued in reliance on exemptions from the prospectus and  registration
          requirements of applicable  securities  legislation and may be subject
          to certain re-sale  restrictions under such legislation,  the terms of
          which may be endorsed on the  certificates  representing  such shares,
          and prior to issuance the Optionor  agrees to provide  confirmation of
          the  availability  of such  exemptions  and comply  with such  re-sale
          restrictions.

         (collectively, the "CONDITIONS OF EXERCISE").

4.03 If the Optionee,  by the  respective  Option  Deadline,  fails to incur the
total amount of any of the Expenditures required under the respective Conditions
of  Exercise,  then the Optionee may pay to the Optionor an amount equal to such
shortfall in  Expenditures  within 30 (thirty) days after the respective  Option
Deadline.  Any  payment  so made  shall be  deemed to be  Expenditures  duly and
properly incurred for the purposes of the Conditions of Exercise.

4.04 If the amount of Expenditures incurred at any time exceeds the Expenditures
required under the respective  Conditions of Exercise of the unexercised  Option
next due to expire,  then such excess shall be credited to the  following  years
commitment  and, in the event the First Option is exercised,  then to the Second
Option Expenditures.

4.05 Nothing in this Agreement  shall be construed as obligating the Optionee to
exercise  either of the Options or, subject to  sub-paragraph  10.04(a)  hereof,
incur any Expenditures on the Property.

4.06 In the event the  Optionee  has  satisfied  the  respective  Conditions  of
Exercise and wishes to exercise an Option,  then to do so it must,  prior to the
respective  Option  Deadline,  deliver to the  Optionor an Exercise  Notice.  On
delivery of an Exercise Notice the Optionor shall be deemed to have  transferred
to the Optionee the following  undivided  equitable interests in the Property as
tenants in common:

     (a)  in the case of the First  Option,  a NINETY  PER CENT  (90%)  interest
          shall  be  held  by the  Optionee  and a TEN PER  CENT  (10%)  carried
          interest held by the Optionor; and
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                                       8


     (b)  in the case of the Second Option,  a TEN PER CENT (10%)  interest,  in
          which  event  the  Optionor  will  have  no  further  interest  in the
          Property.

4.07 Subject to paragraphs  4.03 and 10.02 hereof,  in the event the  respective
Conditions  of  Exercise  in  respect  of an  Option  are not  satisfied  by the
respective Option Deadline then such Option shall terminate.

4.08  The  Optionor  will  be  the  initial  operator  (hereinafter  called  the
"OPERATOR") for all  Expenditures on the Property to be incurred by the Optionee
pursuant to the exercise of the First Option and Second Option.

Following the first  anniversary of this  Agreement,  the Optionee will have the
right to elect to become the Operator if it wishes.

In the event that the  Optionee  options the  Property to a third party with the
Optionor's  approval,  such approval not to be unreasonably  withheld,  and that
third party wishes to assume the Operatorship,  they may do so at their choosing
given  that both the  Optionor  and  Optionee  have been  given at least 30 days
notice. In the event that the third party does not elect to assume  Operatorship
then the current Operator will continue as Operator.

4.09 This  Agreement  represents an option only, and the Optionee shall be under
no obligation to the Optionor,  save and except in respect of the payment to the
Optionor of the THREE HUNDRED THOUSAND  (US$300,000)  DOLLARS US provided for in
sub-paragraph 4.02(a)(i)(1) hereof.

TRANSFER OF PROPERTY

5.01 Upon the  exercise by the Optionee of either the First Option or the Second
Option,  the Optionor  shall cause to be delivered to the Optionee duly executed
registerable transfers of the Property to Holdco.

5.02 Prior to the transfer of the  Property to Holdco  provided for in Paragraph
5.01, the Optionee shall be entitled to record a Memorandum of this Agreement in
the Spanish language with the Mining Public Registry of Mexico at its own cost.

OBLIGATIONS OF THE PARTIES DURING THE OPTION PERIODS

6.01 The Optionor  hereby  covenants and agrees that for so long as it is acting
as Operator it will:

     (a)  maintain  the  Property  in good  standing  by the doing and filing of
          applicable  assessment work or the making of payments in lieu thereof,
          by the payment of taxes and rentals and the  performance  of all other
          actions which may be necessary in that regard and in order to keep the
          Property  in good  standing  free and  clear of all  liens  and  other
          charges  except  those  at the  time  contested  in good  faith by the
          Optionor;
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                                       9


     (b)  permit the Optionee or its duly  authorized  agents,  upon  reasonable
          prior notice to the Optionor,  to have access to the Property in order
          to examine any work carried out by the  Optionor,  provided,  however,
          that neither the  Optionee nor its agents shall  interfere or obstruct
          the  operations  of the  Optionor,  its  servants  and  agents  on the
          Property,  and further  provided that the Optionee or its agents shall
          enter upon the Property at their own risk and that the Optionee agrees
          to indemnify and save the Optionor harmless from all loss or damage of
          any nature or kind  whatsoever  in any way  referable to the entry of,
          presence on, or  activities of either the Optionee or its agents while
          on the Property,  including,  without  limiting the  generality of the
          foregoing,  bodily  injuries or death at any time resulting  therefrom
          and damage to property sustained by any person or persons;

     (c)  deliver  to the  Optionee  on or before the  anniversary  date of this
          agreement in each year a report  (including  up-to-date  maps if there
          are any)  describing  the results of work done on the  Property in the
          last  completed  calendar year together with  information  on material
          results obtained;

     (d)  conduct all work on or with  respect to the  Property in a careful and
          miner  like  manner  and  in  accordance  with  all  applicable  laws,
          regulations,  orders  and  ordinances  of  any  relevant  governmental
          authority and  indemnify  and save the Optionee  harmless from any and
          all claims, suits or actions made or brought against it as a result of
          work done by the Optionee on or with respect to the Property;

     (e)  obtain and  maintain,  or cause any  contractor  engaged  hereunder to
          obtain and maintain, during any period in which active work is carried
          out hereunder, adequate insurance,

     (f)  charge  the  Optionee  a  15%  Management   Fee  on  all   single-item
          expenditures.

6.02 The Optionee  hereby  covenants and agrees that for so long as it is acting
as Operator it will:

     (a)  maintain the Property in good  standing by the doing and arranging for
          the  filing by Exmin of  applicable  assessment  work or the making of
          payments in lieu thereof,  by the payment of taxes and rentals and the
          performance of all other actions which may be necessary in that regard
          and in order to keep the Property in good  standing  free and clear of
          all liens and other  charges at least 30 days before the filing is due
          except those at the time contested in good faith by the Optionor;

     (b)  permit the Optionor or its duly  authorized  agents,  upon  reasonable
          prior notice to the Optionee,  to have access to the Property in order
          to examine any work carried out by the  Optionee,  provided,  however,
          that neither the  Optionor nor its agents shall  interfere or obstruct
          the  operations  of the  Optionee,  its  servants  and  agents  on the
          Property,  and further  provided that the Optionor or its agents shall
          enter upon the Property at their own risk and that the Optionor agrees
          to indemnify and save the Optionee harmless from all loss or damage of
          any nature or kind  whatsoever  in any way  referable to the entry of,
          presence on, or  activities of either the Optionor or its agents while
          on the Property,  including,  without  limiting the  generality of the
<PAGE>
                                       10


          foregoing,  bodily  injuries or death at any time resulting  therefrom
          and damage to property sustained by any person or persons;

     (c)  deliver  to the  Optionor  on or before the  anniversary  date of this
          agreement in each year a report  (including  up-to-date  maps if there
          are any)  describing  the results of work done on the  Property in the
          last  completed  calendar year together with  information  on material
          results obtained;

     (d)  conduct all work on or with  respect to the  Property in a careful and
          miner  like  manner  and  in  accordance  with  all  applicable  laws,
          regulations,  orders  and  ordinances  of  any  relevant  governmental
          authority and  indemnify  and save the Optionor  harmless from any and
          all claims, suits or actions made or brought against it as a result of
          work done by the Optionee on or with respect to the Property;

     (e)  obtain and  maintain,  or cause any  contractor  engaged  hereunder to
          obtain and maintain, during any period in which active work is carried
          out hereunder, adequate insurance.

     (f)  include in the  Expenditures  outlined as per paragraph  4.02(a)(ii) a
          15%   Management   Fee   on   all   exploration-related    single-item
          expenditures.

6.03  Notwithstanding  any of the  provisions  of this  Agreement,  the  parties
specifically  agree that the Optionee will not be responsible for rectifying any
environmental damage sustained on the Property prior to the date hereof.

6.04 BUDGETS, EXPENDITURES AND PAYMENTS

     (a)  While the  Optionor is  Operator,  Yale will  provide  the  Optionee a
          budget for each  successive  phase of exploration  and Optionee agrees
          to:

          (i)  approve  and/or  provide  comments on the budget within  fourteen
               (14) days;

          (ii) give to the  Optionor  an advance of at least 50% of each  budget
               within 30 days of its approval and that  Optionor  will not start
               that  next  phase  of  exploration  until  the  advance  has been
               received;

          (iii)until such time that the Property is transferred to Holdco,  give
               to the  Optionor  sufficient  funds to keep the  Property in good
               standing regardless of the amount of Expenditures incurred on the
               Property to date;

     (b)  While  the  Optionee  is  Operator,  the  Optionee  will  provide  the
          Optionor:

          (i)  an accounting of Expenditures every six (6) months;

          (ii) copies of all  property  tax and option  payments if that duty is
               performed by the Optionor
<PAGE>
                                       11


RIGHT OF ENTRY

7.01  During the term of each of the  Options  provided  for in this  Agreement,
whichever  party  is  acting  as the  Operator  and  its  servants,  agents  and
independent  contractors  shall have the sole and exclusive  right in respect of
the Property to:

     (a)  enter thereon;

     (b)  have exclusive and quiet possession thereof;

     (c)  do such prospecting, exploration, development and/or other mining work
          thereon and  thereunder  as the  Operator in its sole  discretion  may
          determine  practical  under  the  provisions  of work  programs  to be
          jointly  prepared and approved by the Optionor and the Optionee  prior
          to the commencement of operations in respect of such work programs;

     (d)  bring  upon  and  erect  upon  the  Property  such  buildings,  plant,
          machinery, tools, appliances and/or equipment as the Operator may deem
          advisable;

     (e)  remove  therefrom  and  dispose  of  reasonable  quantities  of  ores,
          minerals  and metals for the  purposes of  obtaining  assays or making
          other tests.

AREA OF MUTUAL INTEREST

8.01 An  area of  mutual  interest  located  within  two (2)  kilometres  of the
ultimate exterior boundaries of the Property is hereby established  (hereinafter
called the "AMI").  By  executing  this  Agreement,  each of the parties  hereby
covenants and agrees with the other party that any property  interest or mineral
rights  which may be  acquired  by either of them  located  wholly or  partially
within  the AMI shall  become  part of the  Property  for the  purposes  of this
Agreement, save as otherwise provided for herein.

8.02 If either party  acquires a property  interest or mineral  rights wholly or
partially  within the AMI as  contemplated  in paragraph  8.01 hereof,  it shall
notify the other party in writing of the  property  interest  or mineral  rights
acquired and the cost of acquisition thereof. The notified party shall then have
thirty (30) days following receipt by it of the foregoing  notification to elect
in writing to have the property  interest or mineral rights  included as part of
the Property for the purposes of this Agreement.  If the notified party does not
so elect in writing  within this thirty (30) day  period,  the  acquiring  party
shall be entitled to retain the property  interest or mineral rights for its own
account and such property  interest or mineral  rights will not form part of the
Property and will not be subject to the terms of this Agreement.

8.03 If the notified  party does elect in writing to have the property  interest
or mineral  rights  included as part of the  Property  for the  purposes of this
Agreement as  contemplated  in paragraph  8.02 hereof,  compensation  will be as
follows:  if acquired by the  Optionor,  then the Optionee will  compensate  the
Optionor 100% of the cost of the acquisition and that amount will be credited to
the amount spent to fulfil the Agreement - if acquired by the Optionee,  100% of
the cost of the acquisition and that amount will be credited to the amount spent
<PAGE>
                                       12


to fulfil the Agreement.  Such reimbursement to be made  contemporaneously  with
the written election to have the property interest or mineral rights so acquired
included as part of the Property for the purposes of this Agreement.

MANAGEMENT COMMITTEE

9.01 A Management  Committee  composed of one (1)  representative of each Party,
shall be established on the Effective Date. Each Party shall, within thirty (30)
days after the Effective Date,  notify the other Party in writing of the name of
its  representative  (the   "REPRESENTATIVE")  and  alternative   Representative
("ALTERNATE")   who  may  from  time  to  time  act  in  the   absence   of  the
Representative.  Each Party  shall also be free to bring to all  meetings at its
own cost such technical and other advisors as it may deem appropriate;  provided
that such advisors are bound by the  provisions of Sections 6 and 14. Each Party
shall  have  the  right  at any  time  and  from  time to time  to  change  it's
Representative  or  Alternate by written  notice given to the other Party.  Each
Party shall incur all costs (which shall not be deemed to be  Expenditures)  for
its Representative's and Alternate's activities hereunder.

9.02 The Management  Committee shall be constituted during the Option Period for
the following purposes:

     (a)  to review the on-going  activities of the Operator on the Property and
          to review  reports  submitted  by the  Operator on the progress of its
          activities;

     (b)  to discuss in good faith any changes,  alterations or  recommendations
          to the activities undertaken by the Operator on the Property; and

     (c)  to  review  proposed  exploration  operations  on the  Property  to be
          undertaken by the Operator.

9.03  Meetings  of the  Management  Committee  shall be held no less  than  once
annually.  In  lieu  of  holding  meetings  of  the  Management  Committee,  the
Management  Committee  may  convene  telephone  conferences  with the  unanimous
consent of both Parties.

     On any matter to be  approved by the  Management  Committee,  the  Operator
shall have final and  binding  power on both  Parties to decide on a decision in
case of dispute between the Parties.

TERMINATION

10.01 The Optionee may terminate  this  Agreement at any time prior to the First
Option Deadline, by the Optionee giving notice of termination to the Optionor.
<PAGE>
                                       13


10.02  Notwithstanding  any other  provision of this  Agreement,  if at any time
during  the term of  either of the  Options,  the  Optionee  fails to pay to the
Optionor any payments required under  sub-paragraph  4.02(a)(i) hereof, or fails
to incur  any of the  Expenditures  provided  for in  sub-paragraph  4.02(a)(ii)
hereof,  or fails to pay to the Optionor any additional  payment  required under
sub-paragraph  4.02 (a)(iii) or is in breach of any  representation  or warranty
contained herein, the Optionor may terminate this Agreement, but only if:

     (a)  it  shall  have  first  given to the  Optionee  a  notice  of  default
          containing  particulars  of the payment not  advanced,  the shares not
          received,  the  Expenditures  not  incurred or the  representation  or
          warranty breached; and

     (b)  the Optionee has not,  within thirty (30) days  following  delivery of
          such notice of default, cured such default.

10.03 Should the Optionee fail to comply with the  provisions  of  sub-paragraph
10.02(b) hereof, the Optionor may thereafter  terminate this Agreement,  and the
provisions of paragraph 10.04 hereof shall then be applicable.

10.04 If this  Agreement  terminates  prior to the  exercise  of  either  of the
Options then the Optionee shall:

     (a)  have provided to the Optionor  records of all  Expenditures for filing
          for assessment credit, to the maximum extent permitted,  or paid money
          in lieu thereof to maintain the Property in good standing for at least
          30 days from the date of termination; and

     (b)  deliver to the  Optionor  copies of all plans,  assay maps and diamond
          drill  records  relating  to  the   Expenditures   which  it  had  not
          theretofore delivered.

TRANSFER OF INTEREST BY THE OPTIONEE

11.01 The  Optionee  may at any time,  with the consent of the  Optionor,  which
consent shall not be unreasonably withheld,  sell, transfer or otherwise dispose
of all or any portion of its interest in and to the Property and this Agreement,
provided that any  purchaser,  grantee or transferee of any such interest  shall
have first delivered to the Optionor its agreement related to this Agreement and
to the Property, containing:

     (a)  a covenant by such  transferee to perform all the  obligations  of the
          Optionee  to be  performed  under  this  Agreement  in  respect of the
          interest to be acquired by it from the  Optionee to the same extent as
          if this  Agreement  had been  originally  executed by the Optionee and
          such transferee as joint and several obligors making joint and several
          covenants; and

     (b)  a provision subjecting any further sale, transfer or other disposition
          of such  interest or any portion  thereof in and to the  Property  and
          this Agreement to the restrictions contained in sub-paragraph 11.01(a)
          hereof.

11.02 No  assignment  by the  Optionee  of any  interest  less  than its  entire
interest in this  Agreement and in the Property  shall,  as between the Optionee
and the Optionor,  discharge it from any of its obligations hereunder,  but upon
<PAGE>
                                       14


the  transfer by the  Optionee of the entire  interest at the time held by it in
this  Agreement  and in the  Property  (whether to one or more  transferees  and
whether in one or in a number of successive  transfers),  the Optionee  shall be
deemed to be discharged  from all obligations  hereunder or other  fulfilment of
contractual commitments and any environmental liabilities, effective on the date
on which the Optionee shall have no further interest in this Agreement or in the
Property.

11.03 If the  Optionee or Optionor  should  desire to sell all or any portion of
its interest in the  Property it shall first offer same to the other party.  The
other party shall have a 30 day period to elect  whether to purchase the offered
interest.

Upon the expiry of the 30 day period the  Optionee or Optionor  shall be free to
dispose of the offered  interest to the extent not  committed to be purchased by
the other party to any third party for a period of 180 days and on terms no less
favourable  to the other party than was offered to the  Optionor.  If no sale of
the offered  interest is  consummated  within the aforesaid  180 day period,  it
shall thereafter again become subject to the right of first refusal contemplated
hereby.

SURRENDER AND ACQUISITION OF PROPERTY INTERESTS BEFORE TERMINATION OF AGREEMENT

12.01 The party that is the  Operator  may at any time during the Option  Period
elect  to  abandon  one or more of the  mining  concessions  that  comprise  the
Property by giving  prior  written  notice to the party that is not the Operator
(in this section referred to as the "NON-OPERATOR") of such intention.

12.02 For a period of 60 days  after the date of  delivery  of such  notice  the
non-Operator  may elect to have any or all of the mining  concessions in respect
of which such notice has been given  transferred  to it by delivery of a request
therefor to the Operator,  whereupon the Operator will deliver to the Operator a
duly  executed   registerable   transfer   document   transferring  such  mining
concessions to the non-Operator.  If the non-Operator  fails to make request for
the transfer of any mining  concessions as aforesaid  within such 60-day period,
the Operator may then abandon such mining concessions  without further notice to
the non-Operator.

12.03  Upon  any  such  transfer  or  abandonment  the  mining   concessions  so
transferred or abandoned pursuant to Subparagraph 12.02 will for all purposes of
this Agreement cease to form part of the Property.
<PAGE>
                                       15


FORCE MAJEURE

13.01 If the  Optionee is at any time during the term of this  Agreement  either
prevented  or delayed in  complying  with any  provisions  of this  Agreement by
reason of strikes,  labour shortages,  power shortages,  fuel shortages,  fires,
wars,  acts of God,  governmental  regulations  restricting  normal  operations,
shipping delays or any other reason or reasons (other than lack of funds) beyond
the  control  of the  Optionee,  the time  limited  for the  performance  by the
Optionee  of its  obligations  hereunder  shall be  extended by a period of time
equal in length to the period of each such prevention or delay.

13.02 The  Optionee  shall give prompt  notice to the  Optionor of each event of
force  majeure  under  paragraph  13.01 hereof and upon  cessation of such event
shall furnish the Optionor with notice to that effect together with  particulars
of the number of days by which the  obligations  of the Optionee  hereunder have
been extended by virtue of such event of force majeure and all preceding  events
of force majeure.

CONFIDENTIAL INFORMATION AND NEWS RELEASES

14.01 The Optionor and the Optionee  will,  subject to regulatory  requirements,
maintain  the  highest  level of  confidentiality  with  respect to this  Option
Agreement and the Property.

On a best efforts  basis,  the Optionor and Optionee shall provide a copy of any
and all News Releases  related to this Option  Agreement  and/or the Property to
the other party to review (but not for  approval) by a  representative  for both
the Optionor and a representative of the Optionee for technical/material content
prior to release.

If there is a  regulatory  requirement  for the Optionor or Optionee to disclose
information  relating  to this  Option  Agreement  and/or the  Property,  and no
representative  of the  Optionor or Optionee is available  within 48 hours,  the
Optionor  will  disclose  the  minimum  amount of  confidential  data to satisfy
regulatory requirements.

ARBITRATION

15.01 The parties agree that all questions or matters in dispute with respect to
the  accounting  of monies  expended by the Optionee as provided for herein,  or
with  respect to any other  matter of a  financial  nature  hereunder,  shall be
submitted to arbitration pursuant to the terms hereof.

15.02 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  thirty (30)
days' prior written notice of its intention so to do to the other party together
with particulars of the matter in dispute. On the expiration of such thirty (30)
days,  the  party who gave such  notice  may  proceed  to refer the  dispute  to
arbitration as provided for in paragraph 15.03 hereof.

15.03 Any matter  submitted to arbitration  hereunder will be conducted before a
single  arbitrator  appointed  by the then  President  of the  British  Columbia
Engineers and  Geoscientists  Association under the provisions of the COMMERCIAL
<PAGE>
                                       16


ARBITRATION ACT (British  Columbia),  or, failing such  appointment,  by another
single  arbitrator  appointed  under the  provisions of said Act. The arbitrator
shall fix a time and place in  Vancouver,  British  Columbia  for the purpose of
hearing the evidence and representations of the parties,  and shall preside over
the  arbitration and determine all questions of procedure not provided for under
such Act or this paragraph.  After hearing any evidence and representations that
the parties may submit,  the arbitrator  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.

15.04 The  parties  agree  that the award of the  arbitrator  shall be final and
binding upon each of them.

NOTICES AND PAYMENT

16.01 Any notice,  demand,  payment or other  communication under this Agreement
will be given  in  writing  and  must be  delivered  or sent by  telecopier  and
addressed to the party to which it is being given at the following addresses:

 (a) if to the Optionor:

                        YALE RESOUORCES LTD.
                        Suite 400 - 409 Granville Street
                        Vancouver, BC
                        V6C 1T2

                        Attention: President
                        Facsimile: (604) 678-2532

                        AND A COPY TO:

                        Tupper Jonsson & Yeadon
                        1710 - 1177 West Hastings Street
                        Vancouver, British Columbia
                        V6E 2L3

                        Attention: Lee Tupper
                        Facsimile: (604) 681-0139

(b) if to the Optionee:

                        AMERICAN SIERRA GOLD CORP.
                        207 Marina Vista,
                        Jolly Harbour, Antigua, WI.

                        Attention: President
                        Facsimile: (604) 681-4760
<PAGE>
                                       17


                        AND A COPY TO:

                        Macdonald Tuskey
                        1210 - 777 Hornby Street
                        Vancouver, British Columbia
                        V6Z 1S4

                        Attention: Bill Macdonald
                        Facsimile: (604) 681-4760

16.02 If notice,  demand, payment or other communication is sent by facsimile or
is  delivered,  it will be deemed to have been received on the next business day
following the day of transmission or delivery.

CURRENCY

17.01 All  references  to monies  hereunder  will be in lawful  currency  of the
United States of America.

REGULATORY ACCEPTANCE

18.01  If  required,  this  Agreement  is  subject  to  the  Optionor  receiving
acceptance  herefor  from  the TSX  Venture  Exchange  (hereinafter  called  the
"Exchange").  The  Optionor  agrees to submit this  Agreement  to the  Exchange,
together with all requisite supporting documents and the applicable filing fees,
forthwith  upon the  execution  and  delivery  hereof by all parties in order to
apply for such acceptance.

FURTHER ASSURANCES

19.01 Each of the parties  hereto  agrees to do and/or  execute all such further
and other acts,  deeds,  things,  devices,  documents  and  assurances as may be
required in order to carry out the true  intent and  meaning of this  Agreement,
including the registration thereof against any of the mineral property interests
comprising the Property at the request of any party.

TIME OF THE ESSENCE

20.01 Time shall be of the essence of this Agreement.

COSTS

21.01 Each of the parties  hereto will be  responsible  for paying its own costs
relating to the preparation and execution of this Agreement.
<PAGE>
                                       18


ENTIRE AGREEMENT

22.01 The parties  hereto agree that the terms and  conditions of this Agreement
shall supersede and replace any other agreements or  arrangements,  whether oral
or  written,  heretofore  existing  among the  parties in respect of the subject
matter of this  Agreement,  including,  without  limiting the  generality of the
foregoing,  the  document  entitled  "Letter of Intent"  between the parties and
dated the 4th day of February, 2009.

COUNTERPARTS

23.01  This  Agreement  and  any  certificate  or  other  writing  delivered  in
connection  herewith may be executed in any number of counterparts and any party
hereto may execute any  counterpart,  each of which when  executed and delivered
will be deemed to be an original and all of which counterparts of this Agreement
or such other writing, as the case may be, taken together,  will be deemed to be
one and the same  instrument.  The  execution  of this  Agreement  or any  other
writing by any party  hereto will not become  effective  until all  counterparts
hereof have been executed by all the parties hereto.

EXECUTION BY FACSIMILE

24.01 Each of the  parties  hereto  will be  entitled  to rely upon  delivery by
facsimile of executed  copies of this  Agreement and any  certificates  or other
writings  delivered in connection  herewith,  and such facsimile  copies will be
legally  effective to create a valid and binding  agreement among the parties in
accordance with the terms and conditions of this Agreement.

TITLES

25.01 The titles to the respective paragraphs hereof shall not be deemed as part
of this  Agreement  but shall be regarded  as having  been used for  convenience
only.

GOVERNING LAW

26.01 This Agreement  shall be governed by and construed in accordance  with the
laws of the  Province  of  British  Columbia  and  the  federal  laws of  Canada
applicable therein.
<PAGE>
                                       19


ENUREMENT

27.01 This  Agreement  shall  enure to the  benefit  of and be binding  upon the
parties hereto and each of their successors and permitted  assigns,  as the case
may be.

IN WITNESS WHEREOF this Agreement has been executed as of the day and year first
above written.

EXECUTED BY

YALE RESOURCES LTD.
in the presence of:


/s/ Signed
------------------------------------
Authorized Signatory
EXECUTED BY

AMERICAN SIERRA GOLD CORP.
in the presence of:


/s/ Wayne Gruden
------------------------------------
Authorized Signatory
<PAGE>
                                  SCHEDULE "A"

    To the Agreement made and dated for reference the Xth day of April, 2009
           Between Yale Resources Ltd. and American Sierra Gold Corp.

<TABLE>
<CAPTION>
Concession                       Area (hec)     File No.     Title Date    Title No.       Registered Owner
----------                       ----------     --------     ----------    ---------       ----------------
<S>                               <C>           <C>           <C>          <C>       <C>
Diana de Oro                      22,493.8526   16/32282      12-Aug-05     225290    Minera Alta Vista S.A. de C.V.

Dina de Oro Fracc. 1                  30.0000   16/32282      12-Aug-05     225291    Minera Alta Vista S.A. de C.V.

Diana de Oro Fracc. 2                103.0503   16/32282      12-Aug-05     225292    Minera Alta Vista S.A. de C.V.

Diana de Oro Fracc. 3                 11.8031   16/32282      12-Aug-05     225293    Minera Alta Vista S.A. de C.V.

Diana de Oro Fracc. 4              4,881.3547   16/32282      12-Aug-05     225294    Minera Alta Vista S.A. de C.V.

SUB-TOTAL (DIANA DE ORO)          27,520.0607


Diana II                             899.0181   16/32712      20-May-05     224570    Minera Alta Vista S.A. de C.V.

San Pedro I                           90.0000   16/32787      31-May-05     224679    Minera Alta Vista S.A. de C.V.

San Pedro II                          88.0000   16/32788      31-May-05     224680    Minera Alta Vista S.A. de C.V.

San Pedro III                         88.0000   16/32769      31-May-05     224677    Minera Alta Vista S.A. de C.V.

Carolina                             145.6392   16/32789      20-Sep-05     225521    Minera Alta Vista S.A. de C.V.

           SUB-TOTAL (OTHERS)      1,310.6573

           TOTAL 100% OWNED:      28,830.7180

EL VERGEL OPTION (RODRIGUEZ): CERRO COLORADO
El Vergel Option                      50.0000   16/24374      30-Nov-04     223311    Octavio Perez Rodriguez
      SUB-TOTAL (EL VERGEL)           50.0000

VASQUEZ OPTION 1: CERRO COLORADO
Guadalupe                              6.0000   1/1.3-857     29-Jan-02     214981    J. Vasquez y R. Figueroa
Cerro Colorado                        56.7083   016/31476     14-Jun-02     217047    J. Vasquez
La Misionera                          40.0000   016/31011     19-Feb-02     215396    J. Vasquez

VASQUEZ OPTION 2: AMPLIACION GUADALUPE
Ampl. Guadalupe                       49.3838   099/01791     14-Dec-89     186066    J. Vasquez y R. Figueroa
Ampl. Guadalupe II                    74.0000   099/01799     14-Dec-89     186126    J. Vasquez y R. Figueroa
           SUB-TOTAL (VASQUEZ)       226.0921

           TOTAL OPTIONED CLAIMS     276.0921

           TOTAL URIQUE PROJECT   29,106.8101
</TABLE>
<PAGE>
                                  SCHEDULE "B"

    To the Agreement made and dated for reference the Xth day of April, 2009
           Between Yale Resources Ltd. and American Sierra Gold Corp.

<TABLE>
<CAPTION>
        Concession             Area (hec)            Primary NSR                    Secondary NSR
        ----------             ----------            -----------                    -------------
<S>                             <C>             <C>                                <C>
Diana de Oro                    22,493.8526     2% to EXMIN Resources                   none
Dina de Oro Fracc. 1                30.0000     2% to EXMIN Resources                   none
Diana de Oro Fracc. 2              103.0503     2% to EXMIN Resources                   none
Diana de Oro Fracc. 3               11.8031     2% to EXMIN Resources                   none
Diana de Oro Fracc. 4            4,881.3547     2% to EXMIN Resources                   none
   SUB-TOTAL (DIANA DE ORO)     27,520.0607

Diana II                           899.0181     2% to EXMIN Resources                   none
San Pedro I                         90.0000     2% to EXMIN Resources                   none
San Pedro II                        88.0000     2% to EXMIN Resources                   none
San Pedro III                       88.0000     2% to EXMIN Resources                   none
Carolina                           145.6392     2% to EXMIN Resources                   none
           SUB-TOTAL (OTHERS)    1,310.6573

           TOTAL 100% OWNED:    28,830.7180

EL VERGEL OPTION (RODRIGUEZ): CERRO COLORADO
El Vergel Option                    50.0000              none                   2% to EXMIN Resources
      SUB-TOTAL (EL VERGEL)         50.0000

VASQUEZ OPTION 1: CERRO COLORADO
Guadalupe                            6.0000    1.0 to 1.5 % to Vasquez       0.5-1.0 to EXMIN Resources*
Cerro Colorado                      56.7083    1.0 to 1.5 % to Vasquez       0.5-1.0 to EXMIN Resources*
La Misionera                        40.0000    1.0 to 1.5 % to Vasquez       0.5-1.0 to EXMIN Resources*

VASQUEZ OPTION 2: AMPLIACION GUADALUPE
Ampl. Guadalupe                     49.3838    1.0 to 1.5 % to Vasquez       0.5-1.0 to EXMIN Resources*
Ampl. Guadalupe II                  74.0000    1.0 to 1.5 % to Vasquez       0.5-1.0 to EXMIN Resources*
      SUB-TOTAL (VASQUEZ)          226.0921

      TOTAL OPTIONED CLAIMS        276.0921

      TOTAL URIQUE PROJECT      29,106.8101

* total NSR to no exceed 2%
</TABLE>