Exhibit 10.01




 Letter of Intent - Assignment of Interest in North Fork 14 Mining Joint Venture

                              Platinum Works, Inc.
                               6600 Ambrosia Lane
                                    Suite 229
                         Carlsbad, California, 92009 USA


August 20, 2002

Americana Gold and Diamond Holdings, Inc.
4790 Caughlin Parkway,
Suite 171
Reno, Nevada  89509-0907
Attention: Mr. David A. Bending

Re: Letter of Intent - Assignment of Interest in North Fork 14 Mining Joint Venture

Dear David;

         This letter of intent ("Letter") confirms our understanding and sets
forth an outline of certain preliminary terms of a proposed transaction
("Transaction") between Platinum Works, Inc., a Florida corporation ("PWI") and
Americana Gold and Diamond Holdings, Inc., a Delaware corporation ("AGD"). In
this Letter, PWI and AGD are sometimes collectively called the "Parties,"

         Upon execution of this Letter by the Parties, it is intended that this
Letter will provide a framework for a Definitive Agreement (as defined below).
Any obligation to proceed with the Transaction as outlined herein is expressly
subject, among other things, to the execution and delivery of a written
Definitive Agreement by the Parties. It is expressly understood and agreed by
the Parties that the provisions contained in paragraph 1 and its subparagraphs
of this Letter are an expression of interest only and are not binding; provided,
however, that the provisions contained in Sections 5, 6, 7, 8, 10, 11, 12, 13,
14 and 15 hereof shall be binding on the Parties notwithstanding the termination
of this Letter for any reason ("Binding Provisions").

1.  TRANSACTION

         The Parties will promptly, subject to the terms and conditions of this
Letter, pursue negotiations of the specific terms of the Definitive Agreement.
To facilitate the negotiation and finalization of a Definitive Agreement, the
Parties request that PWI's counsel prepare an initial draft. The execution of
any such Definitive Agreement would be subject to the satisfactory completion of
the Parties' ongoing investigation of the other Party's business, and would also
be subject to approval by the respective Parties' boards of directors within
five (5) business days of the execution of this Letter. Based on the information
currently known to PWI, it is proposed that the Definitive Agreement include the
following terms:

a.  Basic Transaction

         PWI would sell and/or  assign 49% of its interest in the North Fork 14
         Joint Venture ("Joint Venture") to AGD ("PWI's Interests") at the price
         (the "Purchase Price") set forth in Paragraph 1b below. The closing of
         this Transaction (the "Closing") would occur as soon as possible after
         the satisfaction or waiver of all other closing conditions; but in no
         event later than September 30, 2002. The Parties shall endeavor to
         structure the Transaction so that it will minimize the Parties' tax
         liability under the Internal Revenue Code.

b.  Purchase Price

         AGD agrees to issue 20,000,000 units ("AGD Units") with each unit
         consisting of one (1) restricted share of its common stock ("AGD
         Shares") and one (1) warrant ("AGD Warrants") to PWI for PWI's
         Interests (subject to adjustment as described below) ("Purchase
         Price"). The Parties agree that the value of the AGD Units will be
         $0.10 per AGD Unit. AGD Warrants shall entitle PWI or their assigns the
         right to acquire one (1) AGD Share at the following exercise prices
         based on the following time periods after AGD resumes trading on the
         OTC Bulletin Board:

                o   Exercise price of $0.50 per share prior to 120 days after
                    resumption of listing on the OTCBB;
                o   Exercise Price of $1.00 per share between 121 and 270 days
                    after resumption of listing; and an
                o   Exercise Price of $2.00 per share between 271 days and 730
                    days after resumption of listing.

c.  Registration Rights

         PWI shall be entitled to unlimited piggyback registration rights,
         provided that any request for piggyback registration must be made in
         writing by PWI or its assigns. Registration rights are transferable
         with a transfer of the AGD Shares and/or the AGD Warrants.

d.  Other Terms

         The Parties would make comprehensive representations and warranties to
         each other and would provide comprehensive covenants, indemnities and
         other protections for the benefit of each other. The consummation of
         the Transaction by the Parties would be subject to the satisfaction of
         various conditions, including the condition that PWI shall be
         authorized by the Joint Venture to assign PWI's Interest to AGD and
         that all appropriate federal and state securities laws and regulations
         shall be complied with by the Parties.

e.  Put Right.

         Beginning on the one year anniversary of the Closing, PWI will be have
         the option to: (i) sell the AGD Shares issued to them in the
         Transaction to AGD at the original valuation, as determined at Closing
         ("PWI's Put Right") or (ii) transfer the AGD Shares to AGD and in
         return AGD shall promptly transfer all of PWI's Interest, subject to
         prorating, in the Joint Venture back to PWI. PWI shall simultaneously
         transfer the AGD Shares to AGD and PWI shall retain the AGD Warrants.
         The AGD interest in the Joint Venture transferred to PWI will be
         prorated if PWI transfers less than 20,000,000 shares to AGD. PWI's
         Put Right shall expire on the three-year anniversary of the Closing.

f.  Unwinding of Transaction.

         In the event that AGD is not trading on the OTC Bulletin Board within
         twelve (12) months from the Closing, PWI may, at any time after twelve
         (12) months from the Closing and prior to twenty-four (24) months after
         the Closing, terminate and unwind the Transaction upon written notice
         to AGD. Upon receipt of such written notice of termination and unwind,
         AGD shall promptly transfer all of PWI's Interest, subject to
         prorating, in the Joint Venture back to PWI. PWI shall simultaneously
         transfer the AGD Shares to AGD and PWI shall retain the AGD Warrants.
         The AGD interest in the Joint Venture transferred to PWI will be
         prorated if PWI transfers less than 20,000,000 shares to AGD. Following
         such termination, unwinding and transfers, the Parties shall have no
         further obligations under the Letter or the Definitive Agreement,
         except for the Binding Provision.

g.  Prohibition of Transfer of PWI's Interest

         During the twenty-four (24) months after the Closing, AGD shall not
         transfer, sell or otherwise encumber PWI's Interest, without PWI's
         written approval, PWI's. The Parties agree that this condition shall be
         nullified as and when AGD is fully trading on the OTC:BB and maintained
         as current in SEC required filings and reporting.

h.  Definitive Agreements

         The Parties will consult with their respective attorneys, accountants,
         investment bankers and other professional advisors, as they deem
         necessary and appropriate, for the purpose of negotiating and entering
         into a definitive agreement setting forth the rights and obligations of
         the Parties with respect to the Transaction (the "Definitive
         Agreement"), together with any other necessary or appropriate
         agreements or instruments.

2.  ACCESS

         During the period from the date this Letter is signed by the Parties
(the "Signing Date") until the date on which either Party provides the other
Party with written notice that negotiations toward a Definitive Agreement are
terminated (the "Termination Date"), the Parties will afford each other full and
free access to their respective personnel, properties, contracts, books and
records, and all other documents and data during business hours and upon
reasonable notice.

3.  EXCLUSIVE DEALINGS

         Until the later of (i) 30 days after the Signing Date or (ii) the
Termination Date:

         a. The Parties will not directly or indirectly, through any
            representative or otherwise, solicit or entertain offers from,
            negotiate with or in any manner encourage, discuss, accept, or
            consider any proposal of any other person relating to the
            Transaction, whether directly or indirectly, through purchase,
            merger, consolidation, or otherwise; and

         b. The Parties will immediately notify the other regarding any contact
            between either Party or their respective representatives and any
            other person regarding any such offer or proposal or any related
            inquiry.

4.  CONDUCT OF BUSINESS

         During the period from the Signing Date until the earlier of the
Termination Date or the execution of a Definitive Agreement, the Parties will
operate their respective business in the ordinary course and agree to refrain
from entering into any extraordinary transactions, unless otherwise approved by
the other party, in writing, such approval shall not unreasonably withheld.

5.  CONDITIONS TO CONSUMMATION

         The consummation of the Transaction shall be subject, among other
things, to:

         a.  Completion of the due diligence satisfactory to each Party in its
             sole discretion;

         b.  Receipt of all necessary consents and approvals of governmental
             entities and any other third parties;

         c.  Execution and delivery of the Definitive Agreement approved by the
             Board of Directors of each Party;

         d.  Clearance by the Securities and Exchange Commission of the
             Company's  proxy statement for use in connection with a special
             meeting of stockholders relating to the Transaction, if applicable;

         e.  Approval of the principal terms of the Transaction by the
             affirmative vote of holders of the necessary outstanding shares of
             AGD Common Stock (pursuant to the Company's articles of
             incorporation, bylaws or state statute) at a duly held special
             meeting of stockholders, if applicable;

         f.  Approval of the principal terms of the Transaction by the
             affirmative vote of holders of the necessary outstanding shares of
             the capital stock of PWI (pursuant to the Company's articles of
             incorporation, bylaws or state statute) at a duly held special
             meeting of stockholders, if applicable;

         g.  Declaration by the Securities and Exchange Commission of the
             effectiveness of the Company's registration statement registering
             the AGD Stock under the Securities Act of 1933, as amended, if
             applicable;

         h.  Compliance with all other applicable laws and regulations,
             including blue sky laws, and the absence of a "stop order" or an
             injunction seeking to prevent the Transaction;

         i.  Absence of any material adverse change in the business, financial
             condition, assets, prospects or operations of either Party since
             the effective date of the Definitive Agreement (or other such
             date(s) as the Parties may agree).

6.  CONFIDENTIALITY

         Except as and to the extent required by law, the Parties will not
disclose or use, and will direct its representatives not to disclose or use to
the detriment of the other Party, any Confidential Information (as defined
below) furnished, or to be furnished, by either Party or their respective
representatives at any time or in any manner other than in connection with its
evaluation of the Transaction proposed in this Letter. For purposes of this
Paragraph, "Confidential Information" means any information about the Parties
stamped "confidential" or identified in writing as such to the other Party
promptly following its disclosure, unless (i) such information is already known
to the Party or its representatives or to others not bound by a duty of
confidentiality or such information becomes publicly available through no fault
of the Party or its representatives, (b) the use of such information is
necessary or appropriate in making any filing or obtaining any consent or
approval required for the consummation of the Transaction, or (c) the furnishing
or use of such information is required by or necessary or appropriate in
connection with legal proceedings. Upon the written request of the Party, the
other Party will promptly return to the Party or destroy any Confidential
Information in its possession and certify in writing to the Party that it has
done so.

7.  DISCLOSURE

         Except as and to the extent required by law, without the prior written
consent of the other Party, neither Party will, and each will direct its
representatives not to make, directly or indirectly, any public comment,
statement, or communication with respect to, or otherwise to disclose or to
permit the disclosure of the existence of discussions regarding, a possible
transaction between the Parties or any of the terms, conditions, or other
aspects of the transaction proposed in this Letter. If a Party is required by
law to make any such disclosure, it must first provide to the other Party the
content of the proposed disclosure, the reasons that such disclosure is required
by law, and the time and place that the disclosure will be made.

8.  COSTS

         The Parties will be responsible for and bear all of its own costs and
expenses (including any broker's or finder's fees and the expenses of its
representatives) incurred at any time in connection with pursuing or
consummating the Transaction.

9.  CONSENTS

         During the period from the Signing Date until the earlier of the
Termination Date or the execution of a Definitive Agreement, the Parties will
cooperate with each other and proceed, as promptly as is reasonably practical,
to obtain all consents of third parties necessary in order to consummate the
Transaction.

10.  ENTIRE AGREEMENT

         The Binding Provisions constitute the entire agreement between the
parties, and supersede all prior oral or written agreements, understandings,
representations and warranties, and courses of conduct and dealing between the
parties on the subject matter hereof including the June 18, 2002 letter of
intent agreement. Except as otherwise provided herein, the Binding Provisions
may be amended or modified only by a writing executed by all of the parties.

11.  GOVERNING LAW

         The Binding Provisions will be governed by and construed under the laws
of the State of Florida without regard to conflicts of laws principles.

12.  JURISDICTION: SERVICE OF PROCESS

         Any action or proceeding seeking to enforce any provision of, or based
on any right arising out of, this Letter may be brought against any of the
parties in the courts of the State of Florida, County of Broward, or, if it has
or can acquire jurisdiction, in the United States District Court for the
Southern District of Florida, and each of the parties consents to the
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on any party anywhere in the world.

13.  TERMINATION

         The Binding Provisions will automatically terminate on September 30,
2002 and may be terminated earlier upon written notice by either party to the
other party unilaterally, for any reason or no reason, with or without cause, at
any time; provided, however, that the termination of the Binding Provisions will
not affect the liability of a party for breach of any of the Binding Provisions
prior to the termination. Upon termination of the Binding Provisions, the
parties will have no further obligations hereunder, except as stated in
Paragraphs 5, 6, 7, 8, 10, 11, 12, 13, 14 and 15 of this Letter, which will
survive any such termination.

14. COUNTERPARTS

         This Letter may be executed in one or more counterparts, each of which
will be deemed to be an original copy of this Letter and all of which, when
taken together, will be deemed to constitute one and the same agreement.

15.  NO LIABILITY

         Paragraph 1 and its subparagraphs of this Letter do not constitute and
will not give rise to any legally binding obligation on the part of either
Party. Moreover, except as expressly provided in the Binding Provisions (or as
expressly provided in any binding written agreement that the Parties may enter
into in the future), no past or future action, course of conduct, or failure to
act relating to the Transaction, or relating to the negotiation of the terms of
the Transaction or any Definitive Agreement, will give rise to or serve as a
basis for any obligation or other liability on the part of the Parties.
Notwithstanding the foregoing, the Sellers and the Company agree to enter into a
Definitive Agreement embodying the terms set forth in this letter if so
requested by the Buyer within six months after the date hereof.

         If you are in agreement with the foregoing, please sign and return one
copy of this Letter, which thereupon will constitute our agreement with respect
to its subject matte


                                      Very truly yours,

                                      Platinum Works, Inc.


                                      By:  /s/ Jerry G. Mikolajczyk
                                               Jerry G. Mikolajczyk
                                      Its:




Duly executed and agreed as to the Binding Provisions on August 20, 2002.

Americana Gold and Diamond Holdings, Inc.


/s/ David A. Bending
Mr. David A. Bending,
Its: