form10qsb103107ex4-2.htm


    WARRANT
      AGREEMENT (“Agreement”), dated as of December 6, 2007, by and between
      American Goldfields Inc., a Nevada corporation (the “Company”), and
      ________ (“Warrantholder”).  Certain capitalized terms used
      herein are defined in Section 14 hereof.

     

    In
      consideration of the mutual terms, conditions, representations, warranties
      and
      agreements herein set forth, and for other good and valuable consideration,
      the
      receipt and sufficiency of which is hereby acknowledged, the parties hereto
      hereby agree as follows:

     

    
      	
              Section
                1.

            	
              Issuance
                of Warrants.

            


    

     

    The
      Company hereby issues and grants to Warrantholder _______ Class B Warrants
      (“Warrants”) to purchase ____ shares of common stock of the Company (the
“Common Stock”).  Commencing on the date which is two months
      from the date hereof, or such earlier date as determined by the Company in
      its
      sole and absolute discretion (the “Warrant Commencement Date”), and
      terminating five years thereafter (the “Warrant Expiration Date”), the
      holder shall have the right, subject to the satisfaction of the conditions
      to
      exercise set forth in Section 7 of this Agreement, to purchase ________ shares
      of Common Stock (the shares of Common Stock issuable upon exercise of the
      Warrants being collectively referred to herein as the “Warrant Shares”)
      at an exercise price of $0.74 per Warrant Share (the “Exercise
      Price”).  The number of Warrant Shares issuable on exercise of
      each Warrant and the Exercise Price are all subject to adjustment pursuant
      to
      Section 8 of this Agreement. Notwithstanding, the Company may, in its sole
      and
      absolute discretion, reduce the Exercise Price.

     

    
      	
              Section
                2.

            	
              Form
                of Warrant Certificates.

            


    

     

    Promptly
      after the execution and delivery of this Agreement by the parties hereto, the
      Company shall cause to be executed and delivered to Warrantholder one or more
      certificates evidencing the Warrants (the “Warrant
      Certificates”).  Each Warrant Certificate delivered hereunder
      shall be substantially in the form set forth in Exhibit A attached hereto
      and may have such letters, numbers or other identification marks and legends,
      summaries or endorsements printed thereon as the Company may deem appropriate
      and that are not inconsistent with the terms of this Agreement or as may be
      required by applicable law, rule or regulation.  Each Warrant
      Certificate shall be dated the date of execution by the Company.

     

    
      	
              Section
                3.

            	
              Execution
                of Warrant Certificates.

            


    

     

    Each
      Warrant Certificate delivered hereunder shall be signed on behalf of the Company
      by its Chairman of the Board, Chief Executive Officer, President or a Vice
      President, Secretary or an Assistant Secretary.  Each such signature
      may be in the form of a facsimile thereof and may be imprinted or otherwise
      reproduced on the Warrant Certificates.

     

    If
      any
      officer of the Company who signed any Warrant Certificate ceases to be an
      officer of the Company before the Warrant Certificate so signed shall have
      been
      delivered by the Company, such Warrant Certificate nevertheless may be delivered
      as though such person had not ceased to be such officer of the
      Company.

     

    
      	
              Section
                4.

            	
              Registration.

            


    

     

    Warrant
      Certificates shall be issued in registered form only.  The Company
      will keep or cause to be kept books for registration of ownership and transfer
      of each Warrant Certificate issued pursuant to this Agreement.  Each
      Warrant Certificate issued pursuant to this Agreement shall be

     


    
      
         

      

      
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    numbered
      by the Company and shall be registered by the Company in the name of the holder
      thereof (initially the Warrantholder).  The Company may deem and treat
      the registered holder of any Warrant Certificate as the absolute owner thereof
      (notwithstanding any notation of ownership or other writing thereon made by
      anyone) for the purpose of any exercise thereof and for all other purposes,
      and
      the Company shall not be affected by any notice to the contrary.

     

    
      	
              Section
                5.

            	
              No
                Transfers.

            


    

     

    A.           Restrictions
      on Transfer.  No Warrant may be sold, pledged, hypothecated,
      assigned, conveyed, transferred or otherwise disposed of (each a
“transfer”) unless (i) the transfer complies with all applicable United
      States and Canadian securities laws and (ii) the transferee agrees in writing
      to
      be bound by the terms of this Agreement.

     

    B.           Cancellation.  Warrant
      Certificates surrendered for transfer or exchange shall be canceled by the
      Company.

     

    
      	
              Section
                6.

            	
              Mutilated
                or Missing Warrant
                Certificates.

            


    

     

    If
      any
      Warrant Certificate is mutilated, lost, stolen or destroyed, the Company shall
      issue, upon surrender and cancellation of any mutilated Warrant Certificate,
      or
      in lieu of and substitution for any lost, stolen or destroyed Warrant
      Certificate, a new Warrant Certificate of like tenor and representing an equal
      number of Warrants.  In the case of a lost, stolen or destroyed
      Warrant Certificate, a new Warrant Certificate shall be issued by the Company
      only upon the Company’s receipt of reasonably satisfactory evidence of such
      loss, theft or destruction and, if requested, an indemnity or bond reasonably
      satisfactory to the Company.

     

    
      	
              Section
                7.

            	
              Exercise
                of Warrants.

            


    

     

    A.           Exercise.  Subject
      to the terms and conditions set forth in this Section 7, Warrants may be
      exercised, in whole or in part (but not as to any fractional part of a Warrant),
      at any time or from time to time on and after the Warrant Commencement Date
      and
      on or prior to 5:00 p.m. on the Warrant Expiration Date.

     

    The
      Warrant shall be exercisable only on and after the Warrant Commencement Date.
      If
      the Company determines in its sole and absolute discretion to accelerate the
      date that this Warrant first becomes exercisable to a date which is earlier
      than
      the eighteenth month anniversary of the date hereof, the Company shall send
      notice to the Warrantholder prior to the date thereof.

     

    In
      order
      to exercise any Warrant, Warrantholder shall deliver to the Company at its
      office referred to in Section 15 the following: (i) a written notice
      in the form of the Election to Purchase appearing at the end of the form of
      Warrant Certificate attached as Exhibit A hereto of such
      Warrantholder’s election to exercise the Warrants, which notice shall specify
      the number of such Warrantholder’s Warrants being exercised; (ii) the
      Warrant Certificate or Warrant Certificates evidencing the Warrants being
      exercised; and (iii) payment of the aggregate Exercise Price.

     

    All
      rights of Warrantholder with respect to any Warrant that has not been exercised,
      on or prior to 5:00 p.m on the Warrant Expiration Date shall immediately cease
      and such Warrants shall be automatically cancelled and void.

     


    
      
         

      

      
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    B.           Payment
      of Exercise Price.  Payment of the Exercise Price with respect to
      Warrants being exercised hereunder may, at the election of Warrantholder, be
      made as follows:  (i) by the payment to the Company, in cash, by check
      or wire transfer, of an amount equal to the Exercise Price multiplied by the
      number of Warrants then being exercised; or (ii) by surrendering to the
      Company for cancellation Warrant Certificates evidencing Warrants to acquire
      a
      number of Warrant Shares equal to (x) the aggregate Exercise Price divided
      by
      (y) the fair market value of one Warrant Share (a “cashless
      exercise”).

     

    If
      a
      Warrantholder elects a cashless exercise, the number of Warrant Shares to be
      issued to Warrantholder upon such exercise shall be computed using the following
      formula:

     

    X
      =           Y(A-B)

     

        A

     

    X
      =           the number of
      Warrant Shares to be issued to Warrantholder

     

    Y
      =           the number of
      Warrant Shares underlying the Warrants being exercised

     

    A
      =           the fair
      market value of one Warrant Share

     

    B
      =           the Exercise
      Price

     

    (a)           As
      used herein, the “fair market value of one Warrant Share” means an amount
      equal to the number of shares of Common Stock into which a Warrant Share is
      convertible times the average, over the 5 trading-day period ending on the
      trading day which is two trading days prior to the date of surrender, of the
      closing sales prices (or, if on any day there is no closing sales price, the
      average of the highest bid and lowest asked price) in the United States
      Over-the-Counter Bulletin Board as reported by the National
      Quotation Bureau, Incorporated, or any similar successor
      organization.

     

    (b)           For
      the purpose of this section, the “closing” shall mean 4:00 p.m., New York
      City time.

     

    C.           Payment
      of Taxes.  The Company shall be responsible for paying any and all
      issue, documentary, stamp or other taxes that may be payable in respect of
      any
      issuance or delivery of Warrant Shares on exercise of a Warrant.

     

    D.           Delivery
      of Warrant Shares.  Upon receipt of the items referred to in
      Section 7A, the Company shall, as promptly as practicable, and in any event
      within five (5) Business Days thereafter, execute and deliver or cause to be
      executed and delivered, to or upon the written order of Warrantholder, and
      in
      the name of Warrantholder or Warrantholder’s designee, a stock certificate or
      stock certificates representing the number of Warrant Shares to be issued on
      exercise of the Warrant(s).  If the Warrant Shares shall in accordance
      with the terms thereof have become automatically convertible into shares of
      the
      Company’s Common Stock prior to the time a Warrant is exercised, the Company
      shall in lieu of issuing shares of Common Stock, issue to the Warrantholder
      or
      its designee on exercise of such Warrant, a stock certificate or stock
      certificates representing the number of shares of Common Stock into which the
      Warrant Shares issuable on exercise of such Warrant are
      convertible.  The certificates issued to Warrantholder or its designee
      shall bear any restrictive legend required under applicable law, rule or
      regulation.  The stock certificate or certificates so delivered shall
      be registered in the name of Warrantholder or such other name as shall be
      designated in said notice.  A Warrant shall be deemed to have been
      exercised and such stock certificate or stock certificates shall be deemed
      to
      have been issued,

     


    
      
         

      

      
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    and
      such
      holder or any other Person so designated to be named therein shall be deemed
      to
      have become a holder of record of such shares for all purposes, as of the date
      that such notice, together with payment of the aggregate Exercise Price and
      the
      Warrant Certificate or Warrant Certificates evidencing the Warrants to be
      exercised, is received by the Company as aforesaid.  If the Warrants
      evidenced by any Warrant Certificate are exercised in part, the Company shall,
      at the time of delivery of the stock certificates, deliver to the holder thereof
      a new Warrant Certificate evidencing the Warrants that were not exercised or
      surrendered, which shall in all respects (other than as to the number of
      Warrants evidenced thereby) be identical to the Warrant Certificate being
      exercised.  Any Warrant Certificates surrendered upon exercise of
      Warrants shall be canceled by the Company.

     

    
      	
              Section
                8.

            	
              Adjustment
                of Number of Warrant Shares Issuable Upon Exercise of a Warrant and
                Adjustment of Exercise
                Price.

            


    

     

    A.           Adjustment
      for Stock Splits, Stock Dividends, Recapitalizations.  The
      number of Warrant Shares issuable upon exercise of each Warrant and the Exercise
      Price shall each be proportionately adjusted to reflect any stock dividend,
      stock split, reverse stock split, recapitalization or the like affecting the
      number of outstanding shares of Common Stock that occurs after the date
      hereof.

     

    B.           Adjustments
      for Reorganization, Consolidation, Merger.  If after the date
      hereof, the Company (or any other entity, the stock or other securities of
      which
      are at the time receivable on the exercise of the Warrants), consolidates with
      or merges into another entity or conveys all or substantially all of its assets
      to another entity, then, in each such case, Warrantholder, upon any permitted
      exercise of a Warrant (as provided in Section 7), at any time after the
      consummation of such reorganization, consolidation, merger or conveyance, shall
      be entitled to receive, in lieu of the stock or other securities and property
      receivable upon the exercise of the Warrant prior to such consummation, the
      stock or other securities or property to which such Warrantholder would have
      been entitled upon the consummation of such reorganization, consolidation,
      merger or conveyance if such Warrantholder had exercised the Warrant immediately
      prior thereto, all subject to further adjustment as provided in this Section
      8.  The successor or purchasing entity in any such reorganization,
      consolidation, merger or conveyance (if other than the Company) shall duly
      execute and deliver to Warrantholder a written acknowledgment of such entity’s
      obligations under the Warrants and this Agreement.

     

    C.           Notice
      of Certain Events.

     

    Upon
      the
      occurrence of any event resulting in an adjustment in the number of Warrant
      Shares (or other stock or securities or property) receivable upon the exercise
      of the Warrants or the Exercise Price, the Company shall promptly thereafter
      (i)
      compute such adjustment in accordance with the terms of the Warrants, (ii)
      prepare a certificate setting forth such adjustment and showing in detail the
      facts upon which such adjustment is based, and (iii) mail copies of such
      certificate to Warrantholder.

     

    D.           Adjustment
      to the Exercise Price.

     

    The
      Company has the right, in its sole and absolute discretion, to reduce the
      Exercise Price. Upon any such determination, the Company shall notice to the
      Warrantholder thereof.

     

    
      	
              Section
                9.

            	
              Reservation
                of Shares.

            


    

     

    The
      Company shall at all times reserve and keep available, free from preemptive
      rights, out of the aggregate of its authorized but unissued Common Stock, or
      its
      authorized and issued Common Stock held in its treasury, the aggregate number
      of
      the Warrant Shares deliverable upon the exercise of

     


    
      
         

      

      
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    all
      outstanding Warrants, for the purpose of enabling it to satisfy any obligation
      to issue the Warrant Shares upon the due and punctual exercise of the Warrants,
      through 5:00 p.m. on the Warrant Expiration Date.

     

    
      	
              Section
                10.

            	
              No
                Impairment.

            


    

     

    The
      Company shall not, by amendment of its certificate of incorporation or bylaws,
      or through reorganization, consolidation, merger, dissolution, issuance or
      sale
      of securities, sale of assets or any other voluntary action, willfully avoid
      or
      seek to avoid the observance or performance of any of the terms of the Warrants
      or this Agreement, and shall at all times in good faith assist in the carrying
      out of all such terms and in the taking of all such actions as may be necessary
      or appropriate in order to protect the rights of Warrantholder under the
      Warrants and this Agreement against wrongful impairment.  Without
      limiting the generality of the foregoing, the Company:  (i) shall not
      set or increase the par value of any Warrant Shares above the amount payable
      therefor upon exercise, and (ii) shall take all actions that are necessary
      or
      appropriate in order that the Company may validly and legally issue fully paid
      and nonassessable Warrant Shares upon the exercise of the Warrants.

     

    
      	
              Section
                11.

            	
              Representations
                and Warranties of
                Warrantholder.

            


    

     

    Warrantholder
      represents and warrants to the Company that, on the date hereof and on the
      date
      the Warrantholder exercises the Warrant pursuant to the terms of this
      Agreement:

     

    (i)           Warrantholder
      is an “accredited investor”, as such term is defined in Rule 501(a) of
      Regulation D promulgated under the Securities Act.

     

    (ii)           Warrantholder
      understands that the Warrants and the Warrant Shares have not been registered
      under the Securities Act and acknowledges that the Warrants and the Warrant
      Shares must be held indefinitely unless they are subsequently registered under
      the Securities Act or an exemption from such registration becomes
      available.

     

    (iii)           Warrantholder
      is acquiring the Warrants for Warrantholder’s own account for investment and not
      with a view to, or for sale in connection with, any distribution
      thereof.

     

    (iv)           All
      the representations made by the Warrantholder on the date hereof in the
      Subscription Agreement between the Company and the Warrantholder shall be true
      and correct as of the date the Warrantholder exercises the Warrant.

     

    
      	
              Section
                12.

            	
              No
                Rights or Liabilities as
                Stockholder.

            


    

     

    No
      holder, as such, of any Warrant Certificate shall be entitled to vote, receive
      dividends or be deemed the holder of Common Stock which may at any time be
      issuable on the exercise of the Warrants represented thereby for any purpose
      whatever, nor shall anything contained herein or in any Warrant Certificate
      be
      construed to confer upon the holder of any Warrant Certificate, as such, any
      of
      the rights of a stockholder of the Company or any right to vote for the election
      of directors or upon any matter submitted to stockholders at any meeting
      thereof, or to give or withhold consent to any corporate action (whether upon
      any recapitalization, issuance of stock, reclassification of stock, change
      of
      par value or change of stock to no par value, consolidation, merger, conveyance
      or otherwise), or to receive notice of meetings or other actions affecting
      stockholders or to receive dividend or subscription rights, or otherwise, until
      such Warrant Certificate shall have been exercised in accordance with the
      provisions hereof and the receipt and collection of the Exercise Price and
      any
      other amounts payable upon such

     


    
      
         

      

      
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    exercise
      by the Company.  No provision hereof, in the absence of affirmative
      action by Warrantholder to purchase Warrant Shares shall give rise to any
      liability of such holder for the Exercise Price or as a stockholder of the
      Company, whether such liability is asserted by the Company or by creditors
      of
      the Company.

     

    
      	
              Section
                13.

            	
              Fractional
                Interests.

            


    

     

    The
      Company shall not be required to issue fractional shares of Common Stock upon
      exercise of the Warrants or to distribute certificates that evidence fractional
      shares of Common Stock.  If any fraction of a Warrant Share would,
      except for the provisions of this Section 13, be issuable on the exercise of
      a
      Warrant, the number of Warrant Shares to be issued by the Company shall be
      rounded to the nearest whole number, with one-half or greater being rounded
      up.

     

    
      	
              Section
                14.

            	
              Definitions.

            


    

     

    Unless
      the context otherwise requires, the terms defined in this Section 14,
      whenever used in this Agreement shall have the respective meanings hereinafter
      specified and words in the singular or in the plural shall each include the
      singular and the plural and the use of any gender shall include all
      genders.

     

     “Business
      Day” shall mean any day on which banking institutions are generally open for
      business in Nevada.

     

    “Common
      Stock” means the common stock of the Company.

     

    “Exercise
      Price” shall be the price per Warrant Share at which Warrantholder is
      entitled to purchase Warrant Shares upon exercise of any Warrant determined
      in
      accordance with Section 7 and  subject to adjustment as provided in
      Sections 8 and 16 hereof.

     

    “Person”
      shall mean any corporation, association, partnership, joint venture, trust,
      organization, business, individual, government or political subdivision thereof
      or governmental body.

     

    “Securities
      Act” shall mean the Securities Act of 1933, as amended, or any similar
      federal statute as at the time in effect, and any reference to a particular
      section of such Act shall include a reference to the comparable section, if
      any,
      of such successor federal statute.

     

    
      	
              Section
                15.

            	
              Notices.

            


    

     

    All
      notices, consents, requests, waivers or other communications required or
      permitted under this Agreement (each a “Notice”) shall be in writing and
      shall be sufficiently given (a) if hand delivered, (b) if sent by
      nationally recognized overnight courier, or (c) if sent by registered or
      certified mail, postage prepaid, return receipt requested, addressed as
      follows:

     

    if
      to the
      Company:

    


    American
      Goldfields Inc.

    200-4170
      Still Creek Drive

    Burnaby,
      British Columbia, Canada V5C 6C6

    Attn:  President

     


    
      
         

      

      
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    if
      to
      Warrantholder, to its address in the Subscription Agreement.

     

    


    


    or
      such
      other address as shall be furnished by any of the parties hereto in a
      Notice.  Any Notice shall be deemed given upon receipt.

     

    
      	
              Section
                16.

            	
              Supplements,
                Amendments and Waivers; Unilateral Changes by the
                Company.

            


    

     

    This
      Agreement may be supplemented or amended only by a subsequent writing signed
      by
      each of the parties hereto (or their successors or permitted assigns), and
      any
      provision hereof may be waived only by a written instrument signed by the party
      charged therewith.

     

    The
      Company shall have the right, in its sole and absolute discretion, to (i)
      accelerate the exercise date of this Warrant to a date which is prior to the
      eighteenth month anniversary of the date hereof and/or (ii) reduce the Exercise
      Price. If the Company exercises its right hereunder, it shall provide notice
      thereof to the Warrantholder.

     

    
      	
              Section
                17.

            	
              Successors
                and Assigns.

            


    

     

    Except
      as
      otherwise provided herein, the provisions of this Agreement shall be binding
      upon and inure to the benefit of and be enforceable by the successors and
      permitted assigns of the parties hereto.  Warrants issued under this
      Agreement may be assigned by Warrantholder only to the extent such assignment
      satisfies the restrictions on transfer set forth in this Agreement; any
      attempted assignment of Warrants in violation of the terms hereof shall be
      void
ab initio.

     

    
      	
              Section
                18.

            	
              Termination.

            


    

     

    This
      Agreement (other than Sections 7C, 11, and Sections 15 through 26,
      inclusive, and all related definitions, all of which shall survive such
      termination) shall terminate on the earlier of (i) the Warrant Expiration Date
      and (ii) the date on which all Warrants have been exercised.

     

    
      	
              Section
                19.

            	
              Governing
                Law; Jurisdiction.

            


    

     

    A.           Governing
      Law. This Agreement and each Warrant Certificate issued hereunder shall be
      governed by and construed in accordance with the laws of the State of Nevada
      and
      the federal laws of the United States and Canada applicable herein.

     

    B.           Submission
      to Jurisdiction.  Each party to this Agreement hereby irrevocably
      and unconditionally submits, for itself and its property, to the jurisdiction
      of
      the State of Nevada or the  province of British Columbia, and any
      appellate court from any thereof, as determined by the Company in its sole
      and
      absolute discretion, inespect of actions brought against it as a defendant,
      in
      any action, suit or proceeding arising out of or relating to this Agreement
      or
      the Warrant Certificates and Warrants to be issued pursuant hereto, or for
      recognition or enforcement of any judgment, and each of the parties hereto
      hereby irrevocably and unconditionally agrees that all claims in respect of
      any
      such action, suit or proceeding may be heard and determined in such
      courts.  Each of the parties hereto agrees that a final judgment in
      any such action, suit or proceeding shall be conclusive and may be enforced
      in
      other jurisdictions by suit on the judgment or in any other manner provided
      by
      law.

     


    
      
         

      

      
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    C.           Venue.  Each
      party hereto irrevocably and unconditionally waives, to the fullest extent
      it
      may legally and effectively do so, any objection which it may now or hereafter
      have to the laying of venue of any action, suit or proceeding arising out of
      or
      relating to this Agreement, or the Warrant Certificates and Warrants to be
      issued pursuant hereto, in any court referred to in this Subsection
      B.  Each of the parties hereby irrevocably waives, to the fullest
      extent permitted by law, the defense of an inconvenient forum to the maintenance
      of such action, suit proceeding in any such court and waives any other right
      to
      which it may be entitled on account of its place of residence or
      domicile.

     

    
      	
              Section
                20.

            	
              Third
                Party Beneficiaries.

            


    

     

    Each
      party intends that this Agreement shall not benefit or create any right or
      cause
      of action in or on behalf of any Person other than the parties hereto and their
      successors and permitted assigns.

     

    
      	
              Section
                21.

            	
              Headings.

            


    

     

    The
      headings in this Agreement are for convenience only and shall not affect the
      construction or interpretation of this Agreement.

     

    
      	
              Section
                22.

            	
              Entire
                Agreement.

            


    

     

    This
      Agreement, together with the Warrant Certificates and Exhibits, constitutes
      the
      entire agreement and understanding between the parties hereto with respect
      to
      the subject matter hereof and shall supersede any prior agreements and
      understandings between the parties hereto with respect to such subject
      matter.

     

    
      	
              Section
                23.

            	
              Expenses.

            


    

     

    Each
      of
      the parties hereto shall pay its own expenses and costs incurred or to be
      incurred in negotiating, closing and carrying out this Agreement and in
      consummating the transactions contemplated herein, except as otherwise expressly
      provided for herein.

     

    
      	
              Section
                24.

            	
              Neutral
                Construction.

            


    

     

    The
      parties to this Agreement agree that this Agreement was negotiated fairly
      between them at arm’s length and that the final terms of this Agreement are the
      product of the parties’ negotiations.  Each party represents and
      warrants that it has sought and received legal counsel of its own choosing
      with
      regard to the contents of this Agreement and the rights and obligations affected
      hereby.  The parties agree that this Agreement shall be deemed to have
      been jointly and equally drafting by them, and that the provisions of this
      Agreement therefore should not be construed against a party or parties on the
      grounds that such party or parties drafted or was more responsible for the
      drafting of any such provision(s).

     

    
      	
              Section
                25.

            	
              Representations
                and Warranties.

            


    

     

    The
      Company hereby represents and warrants to the Warrantholder that:

     

    (a)           the
      Company has all requisite corporate power and authority to (i) execute and
      deliver this Agreement and (ii) issue and sell the Common Stock upon the
      conversion thereof and carry out provisions of this Agreement.  All
      corporate action on the part of the Company, its officers,
      directors

     


    
      
         

      

      
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    and
      stockholders necessary for the authorization, execution and delivery of this
      Agreement, the performance of all obligations of the Company hereunder, and
      the
      authorization (or reservation for issuance), sale and issuance of the Common
      Stock to be sold hereunder has been taken or will be taken prior to the date
      hereof;

     

    (b)           this
      Agreement constitutes a valid and legally binding obligation of the Company,
      enforceable in accordance with its terms, except (i) as limited by applicable
      bankruptcy, insolvency, reorganization, moratorium and other laws relating
      to
      application affecting enforcement of creditor’s rights generally and (ii) as
      limited by laws relating to the availability of specific performance, injunctive
      relief of other equitable remedies;

     

    (c)           the
      Common Stock issuable upon the conversion thereof that is being purchased
      hereunder, when issued, sold and delivered in accordance with the terms of
      this
      Agreement for the consideration expressed herein, will be duly and validly
      issued, fully paid and nonassessable and will be free of restrictions on
      transfer, other than restrictions on transfer under applicable state and federal
      securities laws;

     

    (d)           subject
      in part to the truth and accuracy of Warrantholder’s representations set forth
      in Section 11 of this Agreement, the offer, sale and issuance of the Common
      Stock issuable upon the conversion thereof as contemplated by this Agreement
      are
      exempt from the registration requirements of the Securities Act and the
      qualification or registration requirements of any state securities or other
      applicable blue sky laws; and

     

    (e)           the
      execution, delivery and performance of this Agreement and the consummation
      of
      the transactions contemplated hereby will not result in any such violation,
      or
      be in conflict with or constitute, with or without the passage of time and
      giving of notice, either a default under any such provision or an event that
      results in creation of any lien, charge or encumbrance upon any assets of the
      Company or the suspension, revocation, impairment, forfeiture or nonremoval
      of
      any material permit, license, authorization or approval applicable to the
      Company, its business or operations or any of its assets or
      properties.

     

    
      	
              Section
                26.

            	
              Counterparts.

            


    

     

    This
      Agreement may be executed in counterparts and by facsimile and each such
      counterpart shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed as of the day and year first above written.

     

    
      	
               

            	
              AMERICAN
                GOLDFIELDS INC.

            


    

     

    
      	
              By:

            	 	 


    

    
      	
               

            	
              Name:  Donald
                Neal

            


    

    
      	
               

            	
              Title:
                President

            


    

    


     


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    EXHIBIT A

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
      STATE.  THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
      BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE
      WITH SUCH ACT AND LAWS.  THE SECURITIES REPRESENTED BY THIS
      CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF, AND MAY ONLY BE
      TRANSFERRED IN ACCORDANCE WITH, A WARRANT AGREEMENT BETWEEN AMERICAN GOLDFIELDS
      INC. AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS
      CERTIFICATE.  COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN
      REQUEST TO THE COMPANY.

     

    NO.
          _______ CLASS B WARRANTS

     

    FORM
      OF

     

    Class
      B Warrant Certificate

     

    AMERICAN
      GOLDFIELDS INC.

     

    This
      Warrant Certificate certifies that _____________, a resident of Canada, is
      the
      registered holder of _______ Class B Warrants (the “Warrantholder”) to
      purchase shares (the “Warrant Shares”) of Common Stock of American
      Goldfields Inc. (the “Company”).  Each Warrant entitles the
      holder, subject to the satisfaction of the conditions to exercise set forth
      in
      Section 7 of the Warrant Agreement referred to below, to purchase from the
      Company at any time or from time to time on and after February 6, 2008, or
      such
      earlier date as determined by the Company in its sole and absolute discretion
      (the “Warrant Commencement Date”) and terminate on or prior to 5:00 p.m.
      five years thereafter (the “Warrant Expiration Date”) one fully paid and
      nonassessable Warrant Share at the Exercise Price set forth in the Warrant
      Agreement.  The number of Warrant Shares for which each Warrant is
      exercisable and the Exercise Price are subject to adjustment as provided in
      the
      Warrant Agreement.

     

    The
      Warrants evidenced by this Warrant Certificate are part of a duly
      authorized issue of Warrants to purchase Warrant Shares and are issued pursuant
      to a Warrant Agreement, dated as of December 6, 2007 (the “Warrant
      Agreement”), between the Company and ___________, which Warrant Agreement is
      hereby incorporated by reference in and made a part of this instrument and
      is
      hereby referred to for a description of the rights, limitation of rights,
      obligations, duties and immunities thereunder of the Company and
      Warrantholder.

     

    Warrantholder
      may exercise vested Warrants by surrendering this Warrant Certificate, with
      the
      Election to Purchase attached hereto properly completed and executed, together
      with payment of the aggregate Exercise Price, at the offices of the Company
      specified in Section 15 of the Warrant Agreement.  If upon any
      exercise of Warrants evidenced hereby the number of Warrants exercised
      shall

     


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    be
      less
      than the total number of Warrants evidenced hereby, there shall be issued to
      the
      holder hereof or its assignee a new Warrant Certificate evidencing the
      number of Warrants not exercised.

     

    This
      Warrant Certificate, when surrendered at the offices of the Company specified
      in
      Section 15 of the Warrant Agreement, by the registered holder thereof in person,
      by legal representative or by attorney duly authorized in writing, may be
      exchanged, in the manner and subject to the limitations provided in the Warrant
      Agreement, for one or more other Warrant Certificates of like tenor evidencing
      in the aggregate a like number of Warrants.

     

    The
      Company may deem and treat the registered holder hereof as the absolute owner
      of
      this Warrant Certificate (notwithstanding any notation of ownership or other
      writing hereon made by anyone), for the purpose of any exercise hereof and
      for
      all other purposes, and the Company shall not be affected by any notice to
      the
      contrary.

     

    


     

    WITNESS
      the signatures of the duly authorized officers of the Company.

     

    Dated:  December
      6, 2007

     

    AMERICAN
      GOLDFIELDS INC.

     

     

    
      	
               

            	
              By:

            	 	 


    

    
      	
               

            	
              Name:
                Donald Neal

            


    

    
      	
               

            	
              Title:
                President

            


    

    



    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    FORM
      OF

     

    Election
      to Purchase

     

    The
      undersigned hereby irrevocably elects to exercise _________ of the Class B
      Warrants evidenced by the attached Warrant Certificate to purchase Warrant
      Shares, and herewith tenders (or is concurrently tendering) payment for such
      Warrant Shares in an amount determined in accordance with the terms of the
      Warrant Agreement.  The undersigned requests that a certificate
      representing such Warrant Shares be registered in the name of , whose address
      is
 and that such certificate be delivered to , whose address is
      .  If said number of Warrants is less than the number of Warrants
      evidenced by the Warrant Certificate (as calculated pursuant to the Warrant
      Agreement), the undersigned requests that a new Warrant Certificate evidencing
      the number of Warrants evidenced by this Warrant Certificate that are not being
      exercised be registered in the name of , whose address is  and that
      such Warrant Certificate be delivered to , whose address is .

     

    Dated:                                   ,
                   

    


    Name
      of
      holder of Warrant Certificate:

    


    


    
 

    (Please
      Print)

    


    Address:                                                              

    


    


    


    


    


    Signature:                                                              

    


    
      	
               

            	
              Note:

            	
              The
                above signature must correspond with the name as written in the first
                sentence of the attached Warrant Certificate in every particular,
                without
                alteration or enlargement or any change whatever, and if the certificate
                evidencing the Warrant Shares or any Warrant Certificate representing
                Warrants not exercised is to be registered in a name other than that
                in
                which this Warrant Certificate is registered, the signature above
                must be
                guaranteed.

            


    

    


    


    Signature
      Guaranteed:  _________________________

    


    Dated:                           ,