Mineral Claim Purchase
Agreement




THIS AGREEMENT (the
“Amendment”) made as of the 5th day
of November, 2008




BETWEEN:ASK
      Prospecting & Guiding Inc , having an office at443
      JR Smallwood Bvld., Gambo, Newfoundland,
                  Canada,
      A0G-2E0 (the “Vendor”),AND:Deerfield
      Resources, Ltd., a Nevada Corporation, having an office
  at50
      Christopher Columbus Drive, Suite 1606, Jersey City, New Jersey 07302, USA
      (the “Purchaser”).




WHEREAS:




A.
            The
      Vendor and the Purchaser entered into that certain Mineral Claim Purchase
      Agreement dated as of October 10, 2006 (the
  “Agreement”);





B.
            Pursuant
      to the Agreement, the Purchaser agreed to make certain payments for the
      purchase from the Vendor of certain mineral claims in accordance with the
      payment schedule set forth in the Agreement;
and





C.
            The
      Purchaser and Vendor wish to modify the provisions of the specific payment
      due on the third anniversary of the signing of the
    Agreement.




NOW
THEREFORE, in consideration of the mutual promises contained herein and for
other good and valuable consideration the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:




In lieu
of the payment provision with respect to the payment referred to in the
Agreement as “iii Second Anniversary upon signing of the agreement $10,000.00”
(the “Third Installment”, the Purchaser shall have the right to make the Third
Installment pursuant to the following payment schedule:




(a)        On or before November 7, 2008, the
sum of US$2,500.00;





(b)        On or before February 10, 2009,
the sum of US$3,750.00; and





(c)        On or before June 10, 2009, the
sum of US$3,750.00.




The
payments provided in paragraphs (b) and (c) above shall be made within 30 days
after the due dates set forth above.  All payments may be made by wire in
accordance with the instructions set forth in Appendix A hereto.




- 1
-




GENERAL
TERMS




This
Amendment shall supersede and replace any other agreement or arrangement,
whether oral or written, heretofore existing between the parties in respect of
the subject matter of this Amendment.




Except as
specifically provided in and modified by this Amendment, the Agreement is in all
other respects hereby ratified and confirmed and references to the Agreement
shall be deemed to refer to the Agreement as modified by this
Amendment.




This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective administrators, successors and assigns and shall be
governed by and construed in accordance with the laws of the State of New
York.




This
Amendment may be executed by the parties hereto in one or more counterparts,
each of which shall be deemed an original and both of which when taken together
shall constitute one and the same agreement.  Any signature delivered
by a party by facsimile or email transmission shall be deemed to be an original
signature hereto.




[Remainder of the page intentionally
blank.]




- 2
-




In
witness whereof the parties hereto have executed this agreement as of the day
and year first above written:




Signed
      byDeerfield
      Resources, Ltd. asrepresented
      by its President
                  /s/
                  James
      MorgonJames
      Morgon
                  Deerfield
      Resources, Ltd.James
      Morgon, PresidentSigned
      by :ASK
      Prospecting & Guiding Inc. as
                  /s/
                  Kevin
      KeatsRepresented
      by its President
                  ASK
      Prospecting & Guiding IncKevin
      Keats
                  Kevin
      Keats, President




- 3
-